UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549




FORM
10-Q




x Quarterly Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934





FOR
THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2009





OR





o Transition Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For
the transition period from to




Commission
file number 000-51670




PLACER
GOLD CORP.


(Exact
name of registrant as specified in its charter)




Nevada
              
              38-3707552(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (IRS
      Employer
                Identification
      No.)




1785
E. Sahara Avenue, Suite 490 Las Vegas, NV 89104


(Address
of principal executive offices, including zip code.)




(323)
356-7777


(Registrant's
telephone number, including area code)




The
Company is a Shell company: Yes  o No x




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.Yes  xNoo




As of
November 30, 2009 the Company had 445,500,000 shares of common stock
outstanding.








IndexBalance
      Sheets
                  
                  
                  F-1Statements
      of Operations
                  
                  
                  F-2Statements
      of Cash Flows
                  
                  
                  F-3Condensed
      Notes to the Financial Statements
                  
                  
                  F-4




2


PLACER
GOLD CORP.


(A
Development Stage Enterprise)


BALANCE
SHEET





November
                                      
                                      
                                      August2009
                                      
                                      
                                      2009(unaudited)
                                      
                                      
                                      (unaudited)ASSETSCURRENT
      ASSETSCash
                                      
                                      
                                      389.69
                                      
                                      
                                      
                                      950.22Total
      Current Assets
                                      
                                      
                                      389.69
                                      
                                      
                                      
                                      950.22FIXED
      ASSETSOffice
      equipment, net
                                      
                                      
                                      0.00
                                      
                                      
                                      
                                      0.00Software,
      net
                                      
                                      
                                      0.00
                                      
                                      
                                      
                                      0.00Total
      Fixed Assets
                                      
                                      
                                      0.00
                                      
                                      
                                      
                                      0.00OTHER
      ASSETSDeposits
                                      
                                      
                                      0.00
                                      
                                      
                                      
                                      0.00Total
      Other Assets
                                      
                                      
                                      0.00
                                      
                                      
                                      
                                      0.00TOTAL
      ASSETS
                                      
                                      $
                                      389.69
                                      
                                      
                                      $
                                      950.22LIABILITIES
      AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                                      
                                      
                                      34,170.00
                                      
                                      
                                      
                                      34,170.00Accounts
      payable - related party
                                      
                                      
                                      322,073.72
                                      
                                      
                                      
                                      279,503.72Loans
      from shareholders
                                      
                                      
                                      205,748.50
                                      
                                      
                                      
                                      182,549.50Total
      Current Liabilities
                                      
                                      
                                      561,992.22
                                      
                                      
                                      
                                      496,223.22STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock, 20,000,000 shares authorized, no par value; zero shares issued and
      outstanding
                                      
                                      
                                      0.00
                                      
                                      
                                      
                                      0.00Common
      stock, 500,000,000 shares authorized, $.00001 par value; 137,250,000
      shares issued and outstanding
                                      
                                      
                                      290.00
                                      
                                      
                                      
                                      290.00Additional
      paid-in capital
                                      
                                      
                                      77,060.00
                                      
                                      
                                      
                                      77,060.00Accumulated
      deficit from development stage
                                      
                                      
                                      (638,952.53
                                      )
                                      
                                      
                                      (572,623.00
                                      )Total
      Stockholders' Equity (Deficit)
                                      
                                      
                                      (561,602.53
                                      )
                                      
                                      
                                      (495,273.00
                                      )TOTAL
      LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
                                      
                                      $
                                      389.69
                                      
                                      
                                      $
                                      950.22





The
accompanying condensed notes are an integral part of these interim financial
statements.


F-1


PLACER
GOLD CORP.


(A
Development Stage Enterprise)


STATEMENT
OF OPERATIONS





AugustThree
      Months
                          
                          
                          Three
      Months
                          
                          
                          23,
      2004Ended
                          
                          
                          Ended
                          
                          
                          (inception)November
                          
                          
                          November
                          
                          
                          November30,
      2009
                          
                          
                          30,
      2008
                          
                          
                          30,
      2009(unaudited)
                          
                          
                          (unaudited)
                          
                          
                          (unaudited)REVENUES
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0EXPENSESOffice
                          
                          
                          1,101
                          
                          
                          
                          350
                          
                          
                          
                          22,639Telephone
                          
                          
                          0
                          
                          
                          
                          
                          
                          
                          
                          1,105Postage
                          
                          
                          46
                          
                          
                          
                          
                          
                          
                          
                          565Professional
      fees
                          
                          
                          61,328
                          
                          
                          
                          60,000
                          
                          
                          
                          591,691Bank
      charges
                          
                          
                          85
                          
                          
                          
                          100
                          
                          
                          
                          3,293Travel
                          
                          
                          379
                          
                          
                          
                          0
                          
                          
                          
                          11,099Entertainment
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          505Licenses
      and fees
                          
                          
                          3,390
                          
                          
                          
                          350
                          
                          
                          
                          9,705Marketing
                          
                          
                          0
                          
                          
                          
                          9,000
                          
                          
                          
                          9,458Loss
      on disposition of fixed assets & depreciation
                          
                          
                          0
                          
                          
                          
                          
                          
                          
                          
                          25,107Reverse
      accounts payable to related party
                          
                          
                          0
                          
                          
                          
                          
                          
                          
                          
                          (44,322
                          )Depreciation
      and amortization
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          8,108TOTAL
      EXPENSES
                          
                          
                          66,329
                          
                          
                          
                          69,800
                          
                          
                          
                          638,953LOSS
      FROM OPERATIONS
                          
                          
                          (66,329
                          )
                          
                          
                          (69,800
                          )
                          
                          
                          (638,953
                          )LOSS
      BEFORE INCOME TAXES
                          
                          
                          (66,329
                          )
                          
                          
                          (69,800
                          )
                          
                          
                          (638,953
                          )INCOME
      TAXES
                          
                          
                          0
                          
                          
                          
                          0
                          
                          
                          
                          0NET
      LOSS
                          
                          
                          (66,329
                          )
                          
                          
                          (69,800
                          )
                          
                          
                          (638,953
                          )NET
      LOSS PER COMMON SHARE,BASIC
      AND DILUTED
                          
                          nil
                          
                          
                          nil
                          
                          
                          nilWEIGHTED
      AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDINGBASIC AND DILUTED
                          
                          
                          445,500,000
                          
                          
                          
                          137,250,000





The
accompanying condensed notes are an integral part of these interim financial
statements.


F-2


PLACER
GOLD CORP.


(A
Development Stage Enterprise)


STATEMENT
OF CASH FLOW





AugustThree
      Months
                              
                              
                              Three
      Months
                              
                              
                              23,
      2004Ended
                              
                              
                              Ended
                              
                              
                              (inception)November
                              
                              
                              November
                              
                              
                              November30,
      2009
                              
                              
                              30,
      2008
                              
                              
                              30,
      2009(unaudited)
                              
                              
                              (unaudited)
                              
                              
                              (unaudited)CASH
      FLOWS FROM OPERATINGACTIVITIESNet
      loss
                              
                              
                              (66,329
                              )
                              
                              
                              (69,800
                              )
                              
                              
                              (638,953
                              )Adjustment
      to reconcile net loss to net cash used by operating
      activities:Depreciation
      and amortization
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              8,108Changes
      in assets and liabilitiesIncrease
      (decrease) in accounts payable
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              34,170Increase
      (decrease) in A/P - related party
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0(Increase)
      decrease deposits
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Net
      cash used by operating activities
                              
                              
                              (66,329
                              )
                              
                              
                              (69,800
                              )
                              
                              
                              (596,675
                              )CASH
      FLOWS FROM INVESTINGACTIVITIESPurchase
      of office equipment
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              (4,219
                              )Purchase
      of software
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              (3,889
                              )Net
      cash used by investing activities.
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              (8,108
                              )CASH
      FLOWS FROM FINANCING ACTIVITIESIncrease
      (decrease) in A/P - related party
                              
                              
                              60,000
                              
                              
                              
                              60,000
                              
                              
                              
                              529,063Net
      cash used by financing activities.
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              77,350Change
      in cash
                              
                              
                              (6,329
                              )
                              
                              
                              (9,800
                              )
                              
                              
                              (6,478
                              )Cash,
      beginning of period
                              
                              $
                              950
                              
                              
                              $
                              70
                              
                              
                              $
                              0Cash,
      end of period
                              
                              $
                              390
                              
                              
                              $
                              240
                              
                              
                              $
                              950SUPPLEMENTAL
      CASH FLOWDISCLOSURESInterest
      paid
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0Income
      tax paid
                              
                              
                              0
                              
                              
                              
                              0
                              
                              
                              
                              0




The
accompanying condensed notes are an integral part of these interim financial
statements.


F-3


PLACER
GOLD CORP.


(A
DEVELOPMENT STAGE ENTERPRISE)


CONDENSED
NOTES TO FINANCIAL STATEMENTS


NOVEMBER
30, 2009





NOTE
1 - DESCRIPTION OF BUSINESS




PLACER
GOLD CORP. (hereinafter "The Company") was incorporated on August 23, 2004 under
the laws of the State of Nevada  as Bulldog Financial Inc., for any
lawful business. The principal business of the Company is natural resources
exploration and development.





Renewable
Energy Focus For 2010


While the
Company continues to seek alluvial gold projects to bring into production, its
primary focus in 2010 is to secure strategic equity positions in large-scale
wind energy leases and bring one or more of them into production, using
off-balance-sheet government government-backed commercial project financing and
grants wherever possible.





The
Company is in the development stage and as of NOVEMBER 30, 2009had not
realized any revenues from its planned operations. The Company's year-end is May
31.




The
foregoing unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Regulation S-B as promulgated by the
Securities and Exchange Commission. Accordingly, these financial statements do
not include all of the disclosures required by generally accepted accounting
principles in the United States of America for complete financial statements.
These unaudited interim financial statements should be read in conjunction with
the audited financial statements for the period ended November 30, 2007. In the
opinion of management, the unaudited interim financial statements furnished
herein include all adjustments, all of which are of a normal recurring nature,
necessary for a fair statement of the results for the interim period presented.
Operating results for the six-month period ending November 30, 2009 are not
necessarily indicative of the results that may be expected for the year ending
August 31, 2010.




NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES




This
summary of significant accounting policies of PLACER GOLD CORP. is presented to
assist in understanding the Company' s financial statements. The financial
statements and notes are representations of the Company' s management, which is
responsible for their integrity and objectivity. These accounting policies
conform to accounting principles generally accepted in the United States of
America, and have been consistently applied in the preparation of the financial
statements.




Going
Concern




As shown
in the accompanying financial statements, the Company had an accumulated deficit
of $638,952 incurred throughNOVEMBER 30, 2009. The Company
has no revenues, limited cash, and negative working capital. Management has
established plans to begin generating revenues and decrease debt. Management
intends to seek additional capital from new equity securities offerings that
will provide funds needed to increase liquidity, fund internal growth and fully
implement its business plan. These plans, if successful, will mitigate the
factors which raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts and classification of liabilities that might be necessary in the event
the Company cannot continue in existence. The Company anticipates that it will
need $200,000 to continue in existence for the following twelve months. The
Company expects to be able to control its cash outflows for contracts purchased
based upon funds received.




F-4


PLACER
GOLD CORP.


(A
DEVELOPMENT STAGE ENTERPRISE)


CONDENSED
NOTES TO FINANCIAL STATEMENTS


NOVEMBER
30, 2009





Recent Accounting
Pronouncements




In
February, 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, "The Fair Value Option for Financial
Assets and Financial Liabilities  Including an amendment of FASB
Statement No. 115" (hereinafter "SFAS No. 159"). This statement permits entities
to choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the Board's long-term
measurement objectives for accounting for financial instruments. This statement
is effective as of the beginning of an entity's first fiscal year that begins
after November 15, 2007, although earlier adoption is permitted. Management has
not determined the effect that adopting this statement would have on the
Company's financial condition or results of operation.




In
September, 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, "Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R)" (hereinafter " SFAS No. 158"). This statement
requires an employer to recognize the overfunded or underfunded statues of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not for profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year end statement of
financial position, with limited exceptions. The Company does not expect the
adoption of SFAS No. 158 to have a significant material immediate effect on its
financial position or results of operations.




Use of
Estimates




The
process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated
amounts.


F-5


NOTE 3 - PROPERTY AND
EQUIPMENT:Property and
equipment are stated at cost.  Depreciation and amortization is provided
using the straight-line method over the estimated useful lives of the assets.
 The useful life of property and equipment for purposes of computing
depreciation is three years. The following is a summary of property, equipment,
and accumulated depreciation:




November
      30,
                    
                    
                    August
      31,2009
                    
                    
                    2009Office
      Equipment
                    
                    
                    0
                    
                    
                    
                    0Software
                    
                    
                    0
                    
                    
                    
                    0Less
      accumulated depreciation & amortization
                    
                    
                    0
                    
                    
                    
                    0Property
      and Equipment, net
                    
                    
                    0
                    
                    
                    
                    0





The
Company evaluates the recoverability of property and equipment when events and
circumstances indicate that such assets might be impaired.  The Company
determines impairment by comparing the undiscounted future cash flows estimated
to be generated by these assets to their respective carrying amounts.
 Maintenance and repairs are expensed as incurred.  Replacements and
betterments are capitalized.  The cost and related reserves of assets sold
or retired are removed from the accounts, and any resulting gain or loss is
reflected in results of operations.




Long-lived Assets:The company has adopted the policies of Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets". This standard establishes a single accounting model for long-lived
assets to be disposed of by sale, including discontinued operations, and
requires that these long-lived assets be measured at the lower of carrying
amount or fair value less cost to sell, whether reported in continuing
operations or discontinued operations. Accordingly, the Company reviews the
carrying amount of long-lived assets for impairment where events or changes in
circumstances indicate that the carrying amount may not be recoverable. The
determination of any impairment would include a comparison of estimated future
cash flows anticipated to be generated during the remaining life of the assets
to the net carrying value of the asset.




The
Company is authorized to issue 500,000,000 shares of common stock. All shares
have equal voting rights, are non-assessable and have one vote per share. Voting
rights are not cumulative and, therefore, the holders of more than 50% of the
common stock could, if they choose to do so, elect all of the directors of the
Company. The Company is also authorized to issue 20,000,000 shares of preferred
stock. None of the preferred shares have been issued.


F-6


PLACER
GOLD CORP.


(A
DEVELOPMENT STAGE ENTERPRISE)


CONDENSED
NOTES TO FINANCIAL STATEMENTS


November
30, 2009





Note 4 – CAPITAL STOCK:On
June 22, 2007, the Board of Directors of the Company with Majority Stockholders
consent, approved authorizing the Company' s Board of Directors (1) to increase
the authorized shares of common stock to 200,000,000; (2) to effect a 5-for-1
forward stock split (pro-rata increase) of the Company's issued and outstanding
shares of Common Stock; and, (3) to amend the Articles of Incorporation to
create a class of blank check preferred stock with 20,000,000 shares authorized.
Under the forward stock split, each one share of the Company's Common Stock will
be converted automatically into five shares of Common Stock. The effective date
of the forward stock split was July 23, 2007.




On
November 26, 2007, the Board of Directors of the Company with Majority
Stockholders consent, approved authorizing the Company' s Board of Directors (1)
to increase the authorized shares of common stock to 500,000,000; (2) to effect
a 20-for-1 forward stock split (pro-rata increase) of the Company's issued and
outstanding shares of Common Stock; and, (3) to amend the Articles of
Incorporation to create a class of blank check preferred stock with 20,000,000
shares authorized. Under the forward stock split, each one share of the
Company's Common Stock will be converted automatically into twenty shares of
Common Stock. The effective date of the forward stock split will be Nov 27th,
2007.    The accompanying financial statements and notes
reflect the split as if it had occurred at the earliest period presented. (4)
Bulldog Financial, Inc. 1,750,000 Rule 144 shares for acquisition of Arctic Oil
Claim equity.(5) On June 15, 2008 the Board of Directors issued 89,500,000
shares under Rule 144. On July 10, 2008 the Board of Directors issued
103,750,000 shares under Rule 144:




On July
23, 2008 the Board of Directors issued 120 million shares to parties nominated
by the Sellers under Rule 144 for the Blake Ridge and Bering Sea Natural Gas
projects.




On
September 10, 2008: The Company issued 10,000,000 million restricted rule 144
shares at a 25% discount to qualified investors. The Company issued
1,250,000 restricted rule 144 shares at $0.008 to a private investor for a
$10,000 investment.




On
September 10, 2008: The Company issued 10,000,000 million restricted rule 144
shares at a 25% discount to qualified investors. The Company issued
1,250,000 restricted rule 144 shares at $0.008 to a private
investor.




On Sept
10th, 2008  the Company issued 10 million restricted rule 144 shares
at a 25% discount to the market to qualified investors.





On
Thursday, January 22, 2009  The Company changed its name to “Placer
Gold Corp.”





On
October 5th 2009
the Company issued 80 Million restricted rule 144 shares for the Wind Power
Projects Joint Venture Equity To Zero Carbon Wind Energy Corp
nominees.


F-7


NOTE
5 - INCOME TAXES




At
November 30, 2008, the Company had net deferred tax assets calculated at an
expected rate of 34% of approximately 438,515, principally arising from net
operating loss carry forwards for income tax purposes. As management of the
Company cannot determine that it is more likely than not that the Company will
realize the benefit of the net deferred tax asset, a valuation allowance equal
to the net deferred tax asset has been established at February 28, 2008. The
significant components of the deferred tax asset at November 30,2008, and
November 30, 2009 were as follows:




At
November 30, 2009 the Company has net operating loss carry forwards of
approximately $438,515, which begin to expire in the year 2024. The change in
valuation allowance from August 31, 2009, to November 30, 2009 is approximately
$22,522.




November
                      
                      
                      August2009
                      
                      
                      2009Net
      operating loss carry forward:
                      
                      
                      638,953
                      
                      
                      
                      572,623Deferred
      tax asset
                      
                      
                      -217244
                      
                      
                      
                      -194,692Deferred
      tax asset valuation allowance
                      
                      
                      -217244
                      
                      
                      
                      -194,692Net
      deferred tax asset
                      
                      
                      -
                      
                      
                      
                      -




NOTE
6 - RELATED PARTY TRANSACTIONS




Accounts
payable to related parties represents amounts due to the president and chief
executive officer for payment of expenses on behalf of the Company. These
payables are non-interest bearing and not collateralized.




F-8




ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS




We were
incorporated in the state of Nevada on August 23, 2004. We have started
operations. We have not generated revenues from operations, but must be
considered a start-up business. Our statutory registered agent in Nevada: The
Corporation Trust Company of Nevada, 6100 Neil Road Suite 500, Reno, Nevada
89511 From the proceeds of our offering, we subleased office space to commence
operations. Our telephone number is (323)-356-7777.




On May
25, 2006, we completed our public offering by selling 3,862,500 shares at $0.02
per share, totaling $77,250. We began our operations as described in the
business section of our registration statement during June 2006.




On June
22, 2007, our shareholders approved increasing our authorized shares of common
stock to 200,000,000; effecting a five-for-one forward stock split (pro-rata
increase) of our issued and outstanding shares of common stock; and, amending
our Articles of Incorporation to create a class of blank check preferred stock
with 20,000,000 shares authorized. Under the forward stock split, each one share
of the our common stock was converted automatically into five shares of common
stock. The effective date of the forward stock split was July 23,
2007.





On
November 16, 2007, Arctic Oil & Gas Corp (formerly known as Bulldog
Financial Inc.) entered into an Asset Purchase Agreement with United Oil and Gas
Consortium Management Corp., a Nevada Corporation, Strategic Nine Corporation,
also a Nevada Corporation and Sterling Oil and Gas (NZ), a New Zealand
Corporation, pursuant to which  it acquired a thirty percent interest
in certain oil and gas claims as set forth in the agreement.  These
claims arise from a joint filing made, on May 9, 2006, by United, Strategic and
Sterling with the United Nations General Assembly and the countries of Canada,
Russia, United States of America, Norway and Denmark.  The filing
claims, as a responsible oil and gas development agent of the “common heritage
of mankind”, the sole and exclusive exploitation, development, marketing and
extraction rights to the oil and gas resources of the sea floor and subsurface
contained in the entire Arctic Ocean Common area beyond the exclusive economic
zone of the Arctic Ocean’s surrounding countries (the “Arctic
Claims”).





In
consideration of Arctic acquiring a thirty percent interest in the Arctic
Claims, Arctic agreed to issue 1,750,000 restricted Common shares to United in
its own right and as agents for Strategic and Sterling, or their
assignees.





On
November 26, 2007, Scott McDowell tendered 23,750,000 Common shares to the
treasury of Arctic for cancellation as registered direct holding.  By
Agreement dated as of November 26, 2007, Arctic cancelled the
shares.  Following the cancellation there were 6,862,000 shares
outstanding.





On Nov
27th, 2007?, our shareholders approved increasing our authorized shares of
common stock to 500,000,000; effecting a twenty for-one forward stock split
(pro-rata increase) of our issued and outstanding shares of common stock; and.
Under the forward stock split, each one share of the our common stock was
converted automatically into five shares of common stock. The effective date of
the forward stock split was Nov 27th,
2007.




On
November 27, 2007, Scott McDowell resigned as president and secretary/treasurer
of Arctic and appointed the following persons as officers:




President
      -
                Peter
      SterlingSecretary/Treasurer
      -
                Peter
      SterlingVice-President
      -
                Edward
      M. Lawson





Immediately
thereafter, McDowell, as the majority stockholder, appointed Peter Sterling and
Edward M. Lawson as directors and then resigned as a director.




On
November 27, 2007, the company changed its name from Bulldog Financial Inc. to
Arctic Oil & Gas Corp.




On
November 27, 2007 Arctic increased its authorized capital to 500,000,000 of par
value $0.0001 per share.




Effective
November 30, 2007, Arctic increased the number of issued Common shares, by
exchanging each such share for 20 Common shares, each with a par value of
$0.0001.




In
January 2008, M. Lawson resigned as director and Kelvin Williams was appointed
as a director.




Current
Directors are;




President
      -
                    Peter
      SterlingSecretary/Treasurer
      -
                    Peter
      SterlingVice-President
      -
                    Kelvin
      Williams





On
January 22nd 2009
the Company changed its name to Placer Gold Corp.


3


ALASKA
GOLD PROJECTS RELINQUISHED




The
“Company”, previously entered into option agreements to acquire interests in
Certain Gold Mine and equipment at Bear Creek in Alaska from Concha
Holdings.




On
December 26th 2009, the Company received a notice from the Claim holders, Aladin
Mining Corporation’s attorneys confirming that Concha Holdings no longer has
Rights to the Bear Creek property.  Accordingly PGCR no longer has
interests in the Bear Creek Alaska Gold Claims.




RENEWABLE
WIND ENERGY





Focus For 2010:While the
Company continues to seek alluvial gold projects to bring into production, its
primary focus in 2010 is to secure strategic equity positions in large-scale
wind energy leases and bring one or more of them into production, using
off-balance-sheet government government-backed commercial projectfinancing and grants wherever possible.




On
September 30th 2009,
the Company acquired strategic 20% equity interests in a Joint Venture which has
interests in an expanding number of large-scale Wind Power Project
proposals.  The successful development of any one of the wind power
projects proposed by the Wind JV would catapult the company into a major green
energy producer.




The
proposed wind power projects would utilize revolutionary next-generation patent
accelerating wind turbine designs, which promises a 300-400% increase in
electricity power output per unit of capital, thus lowering future wind energy
costs to the lowest cost clean power system on the planet. The large quantities
of available global wind resources, if developed using the new turbine, could
enable the entire world population to enjoy forever, low-cost renewable
energy.




The
company acquired an initial 20% interest in two large proposed coastal wind
power projects in the Eastern Seaboard of the US from Zero Carbon Wind Energy
Corp.  The Wind JV Agreement also allowed the company to participate
as a 10% equity partner in future Wind JV additional future wind power projects
at no additional cost.  Consideration was the issuance of 80 million
restricted shares and payment of a 50% share of nominal preliminary
expenses.





Since the
JV agreement was consummated the Company has participated as 10% strategic
partner in a number of high-level project proposals lodged for super-giant,
potentially nation-changing wind power projects in the US Great Lakes,
Canada-Maritimes, France, UK., Ireland and Denmark. More proposals are expected
to follow in 2010. The JV anticipates eventually developing at least one of the
projects proposed.





Individual
Wind power project proposals are typically for a number of modules of 10,000
Megawatts each, to be built over a twenty five year timeline.





Potential
clean energy revenues of up to $1 billion per year could accrue to PGCR’s
10%-20% equity for each one of the projects if completed.





The
Company and partners plan to secure 30% clean energy US government capital grant
and loan guarantees to finance up to 100% of the US Great Lakes and other
proposed wind US projects construction costs.





Turbine
development government grant funding has now been applied for in various
jurisdictions.


4


All the
millions of electric vehicles planned to replace the fossil fuel fleets of the
world will need new sources of clean electricity. The Wind JV is the only group
that has the clean renewable power plans large enough in scale to supply all of
the future electric vehicles with clean, affordable, renewable
electricity.





Further
Wind Projects information is available at;   http://www.zero-carbon-energy.com/PGCR.htm





Plan
of Operations




This
section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.




Knowing
that the world is entering a prolonged era of increasing fossil-fuel energy
insecurity, concerns about fossil fuels pollution and higher energy prices, the
Company and partners have embarked on an ambitious effort to locate and bring
new very-large-scale indigenous-sourced, renewable energy wind electricity
resources to the US and a number of other countries.




The
Company is focusing on rapid growth as a renewable energy development company
via its access to a new 400% more capital-efficient, patent accelerating wind
power turbine and large-scale wind power projects joint venture with the private
company, Zero Carbon Wind Energy Corp.




GREAT
LAKES WIND; The Company and Wind JV partners believe that it is the only group
with viable commercial plans to develop the slower-speed Great Lakes wind
resources using next-generation accelerating wind turbines, as existing
lower-technology wind turbines would make so little electricity as to be
uneconomic without massive consumer subsidies.





ACCELERATING
WIND TURBINE DEVELOPMENT;  The Wind JV is opening a California wind
power research facility in 2010 to optimize the JV’s new accelerating wind
turbine design and demonstrate scale models to governments, financiers and
potential technology partners.





POTENTIAL
GOVERNMENT GRANTS;   The JV has made technology grant
applications in a number of States and anticipates procuring turbine development
funding from one or more of these sources in 2010.


We are an
emerging resources exploration and renewable energy development corporation and
have begun commercial operations but have not yet generated revenues from our
business operations and do not expect to do so for some time.




Our
previous auditors have issued a going concern opinion. This means that our
previous auditors believed there was substantial doubt that we could continue as
an on-going business for the next twelve months unless we obtained additional
capital to pay our bills. This is because we have not generated any revenues
from projects development. We anticipate securing new auditors
shortly.




We cannot
guarantee that we will stay in business. We will either have to suspend
operations until we raise additional cash, or cease operations
entirely.


5


We do not
have sufficient cash to satisfy our nominal cash requirements during the next
twelve months. We have relied upon and will continue to rely upon loans and
investments from qualified private investors. We will be conducting wind turbine
product research and development in partnership with others and possibly via
Government grants. We intend to hire additional employees on an as needed
basis.




We intend
to accomplish the foregoing through the following milestones:




1)
            We
      will raise the nominal additional working capital via share issues and-or
      borrowings .


2)
            We
      will pursue securing wind power project leases in North America and around
      the world.


3)
            We
      will pursue new wind turbine
developments.


4)
            We
      will pursue potential strategic major independent electrical utility or
      energy companies company partners for each of the wind power project
      proposals we are partners in.




If we
cannot generate sufficient capital to continue operations, we will temporarily
suspend or cease operations. If we cease operations, we do not know what we will
do and we do not have any plans to do anything else. If this occurs, you will
lose all of your investment.




Limited
operating history; need for additional capital




There is
no historical financial information about us upon which to base an evaluation of
our performance. We are in start-up stage operations and have not generated any
revenues. We cannot guarantee we will be successful in our business operations.
Our business is subject to risks inherent in the oil and gas exploration
business, including political risks associated with wind energy and energy
prices, market price variations for competing oil and gas energy supplies,
limited capital resources and possible cost overruns due to price and cost
increases in services and products.




We have
no assurance that future exploration-development financing will be
available to us on acceptable terms. If financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our
operations. Equity financing could result in additional dilution to existing
shareholders.




From
Inception on August 23, 2004 to November 30, 2009




During
this period we incorporated the company, hired the attorney, and hired the
auditor for the preparation of our Form SB-2 Registration Statement. We have
prepared an internal business plan. Our loss since inception is
$171,450.




Since
inception, we sold 137,250,000 shares of common stock for $77,250 in
cash.




In
November, 2007, we issued 35,000,000 restricted Common shares to United in its
own right and as agents for Strategic and Sterling, or their assignees for the
30% interest in the Arctic Claim. In November, 2007, we cancelled 475,000,000
shares. On November 26, 2007 Bulldog Financial, Inc. was issued 1,750,000 Rule
144 shares for acquisition of Arctic Oil Claim equity. On June 15, 2008 the
Board of Directors issued 89,500,000 shares under Rule 144:


6


On July
23, 2008 the Board of Directors issued 120 million shares to parties nominated
by the Sellers under Rule 144 for the Blake Ridge and Bering Sea Natural Gas
projects.




On Sept
10th, 2008  the Company issued 10 million restricted rule 144 shares
at a 25% discount to the market to qualified investors.





On
Thursday, January 22, 2009  The Company changed its name to “Placer
Gold Corp.”





On April
06, 2009  The Company Entered into an agreement with Pavilion Energy
Resources to sell its oil and gas interests for a consideration of 20 million
Rule 144 Pavilion shares.





The
Company distributed approximately 18 million of the Pavilion shares received
pro-rata to PGCR shareholders at the ratio of 1 Pavilion share for every 20
Placer Gold shares owned as of close of business April 17th, 2009.
Approximately 90% of these dividend shares certificates have since been
distributed.  The shareholders entitled to receive at least 5,000
Pavilion shares have received Pavilion Certificates. The small balance is being
held in trust by the Company and will be issued to shareholders requesting
certificates.




Accounts
payable




Accounts
payable of $34,170 represented by liabilities as of November 30,
2009.




Liquidity
and capital resources




As of the
date of this annual report, we have yet to generate any revenues from our
business operations.




In August
2004, we issued 500,000 shares of common stock pursuant to the exemption from
registration contained in section 4(2) of the Securities Act of 1933. This was
accounted for as a sale of common stock.




In
November 2007, we issued 35,000,000 restricted Common shares to United in its
own right and as agents for Strategic and Sterling, or their assignees for the
30% interest in the Arctic Hydrocarbons Claims.




On
November 27, 2007 the Company increased its authorized capital to 500,000,000 of
par value $0.0001 per share.




As of
November 30, 2008 our total assets were $389.69 in cash, and our total
liabilities were $561,992.22 comprising of accounts payable and accrued
fees.


7


Recent
accounting pronouncements




In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, " The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115" (hereinafter "SFAS No. 159" ). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement, which is consistent with the Board' s long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of an entity' s first fiscal year that begins after November
15, 2007, although earlier adoption is permitted. Management has not determined
the effect that adopting this statement would have on the Company' s financial
condition or results of operation.




In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 158, " Employers' Accounting for Defined
Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
No. 87, 88, 106, and 132(R)" (hereinafter " SFAS No. 158" ). This statement
requires an employer to recognize the over funded or under funded statues of a
defined benefit postretirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not for profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year end statement of
financial position, with limited exceptions. The Company does not expect the
adoption of SFAS No. 158 to have a significant material immediate effect on its
financial position or results of operations.




Critical
accounting policies and estimates




Management
has reviewed the financial statement disclosures for the list of the most
important accounting policies that the Company has. Management feels that the
accounting policies that are estimate based, fair value, and revenue recognition
are the most important accounting policies that the Company has.




ITEM 3. CONTROLS AND
PROCEDURES.




Under the
supervision and with the participation of our management, including the
Principal Executive Officer and Principal Financial Officer, we have evaluated
the effectiveness of our disclosure controls and procedures as required by
Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.
Based on that evaluation, the Principal Executive Officer and Principal
Financial Officer have concluded that these disclosure controls and procedures
are effective. There were no changes in our internal control over financial
reporting during the quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.


8




PART
II. OTHER INFORMATION




ITEM
4. CHANGES IN SECURITIES AND USE OF PROCEEDS.




On August
31, 2005, the Securities and Exchange Commission declared our Form SB-2
Registration Statement effective, file number 333-120689, permitting us to offer
up to 12,500,000 shares of common stock at $0.10 per share. There is no
underwriter involved in our public offering. On May 25, 2006, we completed our
public offering by selling 77,250,000 shares at $0.001 per share, totaling
$77,250. Some of the proceeds have been used to implement our business plan
during the period ended November 30, 2007. Proceeds were used as follows: legal
- $17,295; accounting - $14,854; marketing - $7,500; office equipment - $10,125;
software - $10,000; purchase of delinquent accounts for collection - $13,000;
and, rent and office expense - $3,666.




In
November 2007, we issued 35,000,000 restricted Common shares to United in its
own right and as agents for Strategic and Sterling, or their assignees for the
30% interest in the Arctic Hydrocarbons Claims.




In
November, 2007, we cancelled 475,000,000 shares.




On
November 27, 2007 Arctic increased its authorized capital to 500,000,000 of par
value $0.0001 per share.




On June
15, 2008 the Board of Directors issued 89,500,000 shares under Rule 144 to
satisfy debts:




On July
23, 2008 the Board of Directors issued 120 million shares to parties nominated
by the Sellers under Rule 144 for the Blake Ridge and Bering Sea Natural Gas
projects.




On
September 10, 2008: The Company issued 10,000,000 million restricted rule 144
shares at a 25% discount to qualified investors. The Company issued
1,250,000 restricted rule 144 shares at $0.008 to a private
investor.




On Sept
10th, 2008  the Company issued 10 million restricted rule 144 shares
at a 25% discount to the market to qualified investors.





On
Thursday, January 22, 2009  The Company changed its name to “Placer
Gold Corp.”





On
October 5th 2009
the Company issued 80 Million restricted rule 144 shares for the Wind Power
Projects Joint Venture Equity To Zero Carbon Wind Energy Corp
nominees.




As of
November 30, 2008 our total assets were $389.69 in cash, and our total
liabilities were $561,992.22 comprising of accounts payable and accrued
fees.


9


ITEM
5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




On June
22, 2007 our shareholders approved increasing our authorized shares of common
stock to 200,000,000; effecting a five-for-one forward stock split (pro-rata
increase) of our issued and outstanding shares of common stock; and, amending
our Articles of Incorporation to create a class of blank check preferred stock
with 20,000,000 shares authorized. Under the forward stock split, each one share
of the our common stock will be converted automatically into five shares of
common stock. The effective date of the forward stock split was July 23, 2007.
The accompanying financial statements and notes reflect the split as if it had
occurred at the earliest period presented. 5,000,000 shares owned by Scott
McDowell approved the action. The action was taken without a meeting of
shareholders pursuant to applicable Nevada law.




On
November 27, 2007 the Company increased its authorized capital to 500,000,000 of
par value $0.0001 per share.


10


ITEM 6. EXHIBITS.




The
following documents are included herein:




Exhibit
      No.
                Document
      Description31.1
                Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and
      Exchange Act of 1934, as amended.32.1
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
      Financial Officer).





SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities and Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 30st day of November,
2009.




PLACER
      GOLD CORP.BY:
                  PETER J. STERLINGPeter
      J. Sterling, President, Principal Executive
                    Officer,
      Treasurer, Principal Financial Officer,
                    Principal
      Accounting Officer and a member of the
                    Board
      of Directors.




11