UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q



S
   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2009



£
   TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _____ to _____



Commission File Number:         000-51712



PARK PLACE ENERGY CORP.(Exact name of small business issuer as specified in its charter)





|Nevada                                                                             |  | 71-0971567                          
|---------------------------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of incorporation or organization)                     |  | (I.R.S. Employer Identification No.)
|                                                                                   |  |                                     
|300-840 6th Avenue SWCalgary, Alberta, Canada                                      |  | T2P 3E5                             
|(Address of principal executive offices)                                           |  | (Zip Code)                          
|                                                                                   |  |                                     
|(403) 360-5375                                                                    
|Registrant's telephone number, including area code                                
|                                                                                  
|N/A                                                                               
|(Former name, former address and former fiscal year, if changed since last report)
|                                                                                   |  |                                     

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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  S
   No  £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



|Large accelerated filer £                                              | Accelerated filer   £      
|---------------------------------------------------------------------- | ---------------------------
|Non-accelerated filer £
 (Do not check if a smaller reporting company) | Smaller reporting company S



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  	Yes  £
   No  S

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.  67,297,835 shares of common stock as of August 13, 2009.







---



PARK PLACE ENERGY CORP.
Quarterly Report On Form 10-Q
For The Quarterly Period Ended
June 30, 2009



INDEX





|PART I - FINANCIAL INFORMATION | 4       
|------------------------------ | --------
|                               | Item 1. 
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|PART II - OTHER INFORMATION    | 23      
|                               | Item 1. 
|                               | Item 1A.
|                               | Item 2. 
|                               | Item 3. 
|                               | Item 4. 
|                               | Item 5. 
|                               | Item 6. 

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.  Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations.  Such forward-looking statements include, but are not limited to, statements with respect to the following:

- our need for additional financing;
- our exploration activities may not result in commercially exploitable quantities of oil and gas on our properties;
- the risks inherent in the exploration for oil and gas such as weather, accidents, equipment failures and governmental restrictions;
- our limited operating history;
- our history of operating losses;
- the potential for environmental damage;
- our lack of insurance coverage;
- the competitive environment in which we operate;
- the level of government regulation, including environmental regulation;
- changes in governmental regulation and administrative practices;
- our dependence on key personnel;
- conflicts of interest of our directors and officers;
- our ability to fully implement our business plan;
- our ability to effectively manage our growth; and
- other regulatory, legislative and judicial developments.

2



---

Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-K for the year ended December 31, 2008, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the "SEC").  These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.









3



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PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements

The following unaudited interim financial statements of Park Place Energy Corp.(sometimes referred to as "we", "us" or "our Company") are included in this quarterly report on Form 10-Q:



|                                                                         | Page
|------------------------------------------------------------------------ | ----
|Consolidated Balance Sheets                                              | 5   
|Consolidated Statements of Operations and Deficit and Comprehensive Loss | 6   
|Consolidated Statement of Stockholders' Equity (Deficiency)              | 7   
|Consolidated Statement of Cash Flow                                      | 8   
|Notes to the Consolidated Financial Statements                           | 9   









4



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PARK PLACE ENERGY CORP.CONSOLIDATED BALANCE SHEETS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
(Unaudited)



|                                                           | June 30,2009 | December 31, 2008
|---------------------------------------------------------- | ------------ | -----------------
|                                                           |              |                  
|ASSETS                                                     |              |                  
|                                                           |              |                  
|Current                                                    |              |                  
|Cash                                                       | $2,762       | $41,574          
|Receivable                                                 | 33,418       | 91,473           
|Prepaid expenses                                           | 10,337       | 23,976           
|                                                           |              |                  
|Total current assets                                       | 46,517       | 157,023          
|                                                           |              |                  
|Fixed assets                                               |              |                  
|Property and equipment, net                                | 3,588        | 2,530            
|                                                           |              |                  
|Exploration advance(Note 6)                                | 20,000       | 20,000           
|                                                           |              |                  
|Oil and gas properties(Note 3)                             | 1,075,025    | 1,776,242        
|                                                           |              |                  
|Total assets                                               | $1,145,130   | $1,955,795       
|                                                           |              |                  
|LIABILITIES AND SHAREHOLDERS' EQUITY                       |              |                  
|                                                           |              |                  
|Current liabilities                                        |              |                  
|Accounts payable and accrued liabilities                   | $595,395     | $596,239         
|Loan payable (Note 5)                                      | 35,000       | 35,000           
|Due to related parties (Note 9)                            | 1,187        | 52,426           
|                                                           |              |                  
|Total current liabilities                                  | 631,582      | 683,665          
|                                                           |              |                  
|Shareholders' equity                                       |              |                  
|Common stock (Note 7)                                      |              |                  
|Authorized                                                 |              |                  
|1,200,000,000 par value $0.00001                           |              |                  
|Issued and outstanding                                     |              |                  
|64,165,335 common shares (December  31, 2008 - 64,165,335) | 642          | 642              
|Additional paid-in capital (Note 7)                        | 10,867,736   | 10,867,736       
|Accumulated other comprehensive income                     | 198,131      | 193,842          
|Deficit accumulated during the exploration stage           | (10,552,961) | (9,790,090)      
|                                                           |              |                  
|Total shareholders' equity                                 | 513,548      | 1,272,130        
|                                                           |              |                  
|Total liabilities and shareholders equity                  | $1,145,130   | $1,955,795       

Nature and continuance of operations

The accompanying notes are in integral part of these consolidated financial statements.



5



---

PARK PLACE ENERGY CORP.CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT AND COMPREHENSIVE LOSS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
(Unaudited)



|                                                                  | Cumulative
Amounts 
from Inception
May 2, 2006 to
June 30,2009 | Six Months
Ended
June 30,2009 | Six Months 
Ended 
June 30,2008
|----------------------------------------------------------------- | -------------------------------------------------------------- | ----------------------------- | -------------------------------
|REVENUE                                                           |                                                                |                               |                                
|Oil and gas                                                       | $1,556,875                                                     | $286,187                      | $487,013                       
|                                                                  |                                                                |                               |                                
|DIRECT COSTS                                                      |                                                                |                               |                                
|Depletion                                                         | 1,128,381                                                      | 318,071                       | 251,236                        
|Operating expenses                                                | 1,067,263                                                      | 178,368                       | 160,670                        
|                                                                  |                                                                |                               |                                
|                                                                  | (638,769)                                                      | (210,252)                     | 75,107                         
|EXPENSES                                                          |                                                                |                               |                                
|Office and general                                                | 592,345                                                        | 102,853                       | 116,475                        
|Depreciation                                                      | 1,925                                                          | 608                           | 439                            
|Exploration expenses                                              | 308,534                                                        | -                             | 8,004                          
|Foreign exchange gain                                             | 94,643                                                         | (6,488)                       | 6,469                          
|Professional fees                                                 | 703,425                                                        | 51,759                        | 127,013                        
|Consulting                                                        | 1,392,195                                                      | 167,434                       | 523,155                        
|Investor relations                                                | 849,857                                                        | 1,389                         | 68,298                         
|Management fees                                                   | 625,638                                                        | 60,000                        | 151,974                        
|Travel                                                            | 166,127                                                        | 2,543                         | 45,426                         
|Stock-based compensation                                          | 1,835,148                                                      | -                             | 302,866                        
|                                                                  |                                                                |                               |                                
|                                                                  | (6,569,837)                                                    | (380,098)                     | (1,350,120)                    
|                                                                  |                                                                |                               |                                
|Loss before other items and income taxes                          | (7,208,606)                                                    | (590,350)                     | (1,275,013)                    
|                                                                  |                                                                |                               |                                
|OTHER ITEMS                                                       |                                                                |                               |                                
|Interest and other revenue                                        | 26,157                                                         | 7,281                         | 322                            
|Loss on sale of disposal of properties (Note 3 and 4)             | (53,869)                                                       | -                             | (45,692)                       
|Loss on write-down of promissory note                             | (254,997)                                                      | -                             | -                              
|Write off oil and gas costs                                       | (3,311,557)                                                    | (179,802)                     | (1,626,106)                    
|                                                                  |                                                                |                               |                                
|Loss before income tax                                            | (10,802,872)                                                   | (762,871)                     | (2,946,489)                    
|                                                                  |                                                                |                               |                                
|Future income tax recovery                                        | 291,060                                                        | -                             | -                              
|                                                                  |                                                                |                               |                                
|Net loss for the period                                           | (10,511,812)                                                   | (762,871)                     | (2,946,489)                    
|                                                                  |                                                                |                               |                                
|OTHER COMPREHENSIVE INCOME                                        |                                                                |                               |                                
|Foreign currency translation adjustment                           | 198,131                                                        | 4,289                         | 1,032                          
|                                                                  |                                                                |                               |                                
|COMPREHENSIVE LOSS                                                | $(10,313,681)                                                  | $(758,582)                    | $(2,945,457)                   
|                                                                  |                                                                |                               |                                
|Basic and diluted loss per share                                  | $                                                              | $(0.012)                      | $(0.06)                        
|                                                                  |                                                                |                               |                                
|Weighted average number of shares outstanding - basic and diluted |                                                                | 64,165,335                    | 48,276,980                     

The accompanying notes are in integral part of these consolidated financial statements.

6



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PARK PLACE ENERGY CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(An Exploration Stage Company)
(Expressed in Canadian Dollars)



|                                                        | Common Stock     |             |                            |                                        |                                                 
|------------------------------------------------------- | ---------------- | ----------- | -------------------------- | -------------------------------------- | ------------------------------------------------
|                                                        | Number of Shares | Amount      | Additional Paid-In Capital | Accumulated Other Comprehensive Income | Deficit
Accumulated 
During the
ExplorationStage
|                                                        |                  |             |                            |                                        |                                                 
|May 4, 2006                                             | -                | $        -  | $        -                 | $        -                             | $        -                                      
|Issuance of common stock                                | 5,801,622        | 1,592,010   | -                          | -                                      | -                                               
|Net loss                                                | -                | -           | -                          | -                                      | (218,442)                                       
|                                                        |                  |             |                            |                                        |                                                 
|December 31, 2006                                       | 5,801,622        | $1,592,010  | $       -                  | $       -                              | $(218,442)                                      
|Issuance of common stock                                | 3,194,000        | 1,492,000   | -                          | -                                      | -                                               
|Recapitalization                                        | 61,447,800       | (2,792,659) | 2,792,658                  | -                                      | (26,121)                                        
|Renunciation of flow-
     through shares               | -                | (291,060)   | -                          | -                                      | -                                               
|Common stock surrender 
for  cancellation               | (45,000,000)     | (37)        | 23                         | -                                      | (15,028)                                        
|Issuance of common stock                                | 5,200,000        | 52          | 2,553,148                  | -                                      | -                                               
|Issuance of common stock                                | 1,402,198        | 14          | 688,465                    | -                                      | -                                               
|Issuance of common stock 
     in settlement of debt    | 754,716          | 8           | 399,992                    | -                                      | -                                               
|Issuance of common stock 
     for consulting agreement | 200,000          | 2           | 139,443                    | -                                      | -                                               
|Stock-based compensation                                | -                | -           | 1,524,704                  | -                                      | -                                               
|Share issuance costs                                    | -                | -           | (166,070)                  | -                                      | -                                               
|Cumulative translation 
     adjustment                 | -                | -           | -                          | 114,837                                | -                                               
|Net loss                                                | -                | -           | -                          | -                                      | (4,335,207)                                     
|                                                        |                  |             |                            |                                        |                                                 
|December 31, 2007                                       | 33,000,336       | $330        | $7,932,363                 | $114,837                               | $(4,594,798)                                    
|Issuance of common stock 
     for cash                 | 23,522,142       | 235         | 1,983,713                  | -                                      | -                                               
|Issuance of common stock 
     in settlement of debt    | 2,142,857        | 21          | 149,979                    | -                                      | -                                               
|Issuance of common stock 
     for consulting           | 5,500,000        | 56          | 560,702                    | -                                      | -                                               
|Stock-based compensation                                | -                | -           | 310,444                    | -                                      | -                                               
|Share issuance costs                                    | -                | -           | (69,465)                   | -                                      | -                                               
|Cumulative translation
     adjustment                  | -                | -           | -                          | 79,005                                 | -                                               
|Net loss                                                | -                | -           | -                          | -                                      | (5,195,292)                                     
|                                                        |                  |             |                            |                                        |                                                 
|December 31, 2008                                       | 64,165,335       | $642        | $10,867,736                | $193,842                               | $(9,790,090)                                    
|Cumulative translation
     adjustment                  | -                | -           | -                          | 4,289                                  | -                                               
|Net loss                                                | -                | -           | -                          | -                                      | (762,871)                                       
|June 30, 2009                                           | 64,165,335       | $642        | $10,867,736                | $198,131                               | $(10,552,961)                                   



The accompanying notes are in integral part of these consolidated financial statements.

7



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PARK PLACE ENERGY CORP.
(An Exploration Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOW
(Expressed in Canadian Dollars)
(Unaudited)

|                                                                 | Cumulative
Amounts from
 on May 4,
 2006 to 
June 30, 2009 | Six  Months 
Ended June 30, 2009 | Six  Months
Ended June 30, 2008
|---------------------------------------------------------------- | ---------------------------------------------------------- | -------------------------------- | -------------------------------
|CASH FLOW FROM OPERATING EXPENSES                                |                                                            |                                  |                                
|Loss for the period                                              | $   (10,511,811)                                           | $(762,871)                       | $(2,946,489)                   
|Accretion                                                        | -                                                          | -                                | (320)                          
|Depreciation                                                     | 1,925                                                      | 608                              | 439                            
|Stock-based compensation                                         | 1,835,148                                                  | -                                | 302,866                        
|Interest accrued on notes payable                                | 12,530                                                     | -                                | -                              
|Impairment of oil and gas                                        | 2,029,086                                                  | 179,802                          | 1,626,106                      
|Consulting fees paid by issuance of common stock                 | 376,049                                                    | -                                | 292,740                        
|Investor relation fees paid by issuance of common stock          | 324,155                                                    | -                                | -                              
|Depletion                                                        | 1,128,381                                                  | 318,071                          | 251,536                        
|Loss of disposal of mineral properties                           | -                                                          | -                                | 137,915                        
|Future income tax recovery                                       | (291,060)                                                  | -                                | -                              
|Changes in non-cash working capital items:                       |                                                            |                                  |                                
|Decrease (increase) in receivable                                | (33,418)                                                   | 58,055                           | (37,307)                       
|Increase (decrease) in prepaid expenses                          | (10,337)                                                   | 13,639                           | 34,737                         
|Increase (decrease)  in accounts payable and accrued liabilities | 577,609                                                    | (844)                            | (3,629)                        
|Increase (decrease) in due to related parties                    | (7,468)                                                    | (51,239)                         | (82,587)                       
|                                                                 |                                                            |                                  |                                
|Net cash used in operating activities                            | (4,569,211)                                                | (244,779)                        | (423,993)                      
|CASH FLOW FROM INVESTING ACTIVITIES                              |                                                            |                                  |                                
|Oil and gas interests                                            | (3,499,662)                                                | 203,343                          | (473,289)                      
|Mineral  properties                                              | -                                                          | -                                | (381,685)                      
|Exploration advances                                             | (233,361)                                                  | -                                | (207,572)                      
|Loan payable                                                     | (572,000)                                                  | -                                | (40,000)                       
|Cash acquired through recapitalization                           | 320                                                        | -                                | -                              
|Acquisition of property and equipment                            | (5,513)                                                    | (1,665)                          | -                              
|                                                                 |                                                            |                                  |                                
|Net cash used in investing activities                            | (4,310,216)                                                | 201,678                          | (1,102,546)                    
|CASH FLOW FROM FINANCING ACTIVITIES                              |                                                            |                                  |                                
|Proceeds from issuance of capital stock                          | 8,074,086                                                  | -                                | 1,759,489                      
|Proceeds from loans                                              | 625,000                                                    | -                                | -                              
|Repurchase of common stock                                       | (15,028)                                                   | -                                | -                              
|                                                                 |                                                            |                                  |                                
|Net cash provided by financing activities                        | 8,684,058                                                  | -                                | 1,759,489                      
|Effect of foreign exchange on cash                               | 198,131                                                    | 4,289                            | 1,032                          
|Change in cash during the period                                 | 2,762                                                      | (38,812)                         | 233,981                        
|Cash position, beginning of period                               | -                                                          | 41,574                           | 117,491                        
|Cash position, end of period                                     | $                  2,762                                   | $	2,762                          | $	351,473                      

Supplemental disclosure with respect to cash flows

The accompanying notes are in integral part of these consolidated financial statements.

8



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PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
JUNE 30, 2009
(Unaudited)





1.           NATURE AND CONTINUANCE OF OPERATIONS

Park Place Energy Corp., formerly ST Online Corp. (the "Company"), was incorporated under the laws of the State of Nevada on August 27, 2004.  On June 22, 2007, the Company entered into a Business Combination Agreement with Park Place Energy Inc., a private company incorporated under the laws of the Province of Alberta, Canada, and 0794403 B.C. Ltd., a British Columbia corporation and wholly-owned subsidiary of the Company.

On July 6, 2007, the Company affected a forward split of its shares of common stock on the basis of eight new shares of common stock for each one share of common stock outstanding on that date and increased the authorized share capital from 100,000,000 shares of common stock to 800,000,000 shares of common stock.  At the same time, the Company merged with a wholly-owned subsidiary, Park Place Energy Corp. which incorporated under the laws of the State of Nevada in contemplation of the acquisition of all of the issued and outstanding shares of Park Place Energy Inc. and the name of the Company was then changed to Park Place Energy Corp.  On July 23, 2007, the Company effected a forward split of its shares of common stock on the basis of one and one-half new shares of common stock for each one share of common stock outstanding on that date and increased authorized share capital from 800,000,000 shares of common stock to 1,200,000,000 shares of common stock. Pursuant to the terms of the Business Combination Agreement, the Company issued to each shareholder of record of Park Place Energy Inc. at the time of the acquisition one share of our common stock for every two shares they held of Park Place Energy Inc.  As a result, the Company issued 8,995,662 shares of common stock to the former shareholders of Park Place Energy Inc.

On July 30, 2007, the Company acquired Park Place Energy Inc. which was renamed to Park Place Energy (Canada) Inc. ("Park Place Canada") on September 14, 2007. The business of the Company is now the acquisition and exploration of oil and gas.  Park Place Energy Corp. holds exploration interests inaproperty in Tennessee, USA.  Park Place Canada holds the exploration interests in three properties in the provinces of British Columbia and Alberta, in Canada.  The Company has completed test drilling at certain of the properties in which it holds interests. The Company has developed certain properties for production. For accounting purposes, the merger was treated as a recapitalization with Park Place Energy Inc. being the accounting acquirer and the go-forward financial statements reflect the history of Park Place Energy Inc. from its inception on May 4, 2006. The fiscal year-end of Park Place Energy Corp. was changed to December 31 from September 30.

On November 22, 2007 a new private company, Park Place Energy (International) Inc. ("Park Place International") was incorporated under the laws of British Columbia, Canada. This company is a wholly owned subsidiary of Park Place Energy Corp.

On July 24, 2008, the Company acquired the interest in certain 5 Year Northern Petroleum and Natural Gas Leases located in Alberta, Canada.



9



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PARK PLACE ENERGY CORP.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
JUNE 30, 2009
(Unaudited)



1.           NATURE AND CONTINUANCE OF OPERATIONS (cont'd...)



These consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. The Company has had a history of negative cash flows from operating activities.  In addition, the Company has an accumulated deficit of $10,562,961 as of June 30, 2009.  These considerations raise substantial doubt about the Company's ability to continue as a going concern.  Accordingly, the Company will require continued financial support from its shareholders and creditors until it is able to generate sufficient cash flow from operations on a sustained basis. Although there is doubt that the Company will be successful at achieving these results. Failure to obtain the ongoing support of its stockholders and creditors may make the going concern basis of accounting inappropriate, in which case the Company's assets and liabilities would need to be recognized at their liquidation values. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might arise from this uncertainty.



2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent accounting pronouncements

FASB Staff Position 157-2 ("FSP FAS 157-2") delayed the effective date of FAS 157 until fiscal years beginning after November 15, 2008, and interim periods within those fiscal years, for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The Company adopted FAS 157 on January 1, 2008, and unutilized the one year deferral for non-financial assets and non-financial liabilities that was granted by SFAS 157-2.  The adoption of FAS 157 did not have a material impact on the Company's consolidated financial statements.

In December 2007, the FASB issued SFAS 141(R), which replaces SFAS 141 and retains the fundamental requirements in SFAS 141, including that the purchase method be used for all business combinations and for an acquirer to be identified for each business combination. This standard defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control instead of the date that the consideration is transferred. SFAS 141(R) requires an acquirer in a business combination, including business combinations achieved in stages (step acquisition), to recognize the assets acquired, liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. It also requires the recognition of assets acquired and liabilities assumed arising from certain contractual contingencies as of the acquisition date, measured at their acquisition-date fair values. SFAS 141(R) becomes effective for the first annual reporting period beginning on or after December 15, 2008. Management has determined that the adoption of SFAS 141(R) will not have a material impact on the Financial Statements.



10



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PARK PLACE ENERGY CORP.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
JUNE 30, 2009
(Unaudited)

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

In March 2008, the FASB issued FAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities" ("FAS 161").  FAS 161 changes the disclosure requirements for derivative instruments and hedging activities by requiring enhanced disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under FAS 133, and how derivative instruments and related hedged items affect an entity's operating results, financial position, and cash flows.  The Company is currently reviewing the provision of FAS 161 and has not yet adopted the statement. FAS 161 is effective for fiscal years beginning on or after November 15, 2007.  However, as the provision of FAS 161 are only related to disclosure of derivative and hedging activities, the Company does not believe the adoption of FAS 161 will have a material impact on its consolidated operating results, financial position or cash flows.

In April 2008, the FASB issued FSP No. FAS 142-3, "Determination of the Useful Life of Intangible Assets," (FSP FAS 142-3). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets," (SFAS 142) in order to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) and other GAAP. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Management has determined that the adoption of FSP FAS 142-3 will not have an impact on the Financial Statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States.  It is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles". The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In June 2008, the FASB issued FSP No. EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities," (FSP EITF 03-6-1). FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. Management has determined that the adoption of FSP EITF 03-6-1 will not have an impact on the Financial Statements.



11



---



PARK PLACE ENERGY CORP.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
JUNE 30, 2009
(Unaudited)



3.           OIL AND GAS PROPERTIES





|                                     | Six Months, Ended
June 30,2009 | Period From Inception on
 May, 2006 to
December 31,2008
|------------------------------------ | ------------------------------ | -------------------------------------------------------
|                                     |                                |                                                        
|OIL AND GAS INTERESTS                |                                |                                                        
|                                     |                                |                                                        
|Proven Properties                    |                                |                                                        
|Canada                               | $	155,736                      | $	681,142                                              
|USA                                  | -                              | -                                                      
|                                     |                                |                                                        
|Total Proven Properties              | $	155,736                      | $	681,142                                              
|                                     |                                |                                                        
|Unproven Properties                  |                                |                                                        
|Canada                               | $	448,945                      | $	624,756                                              
|USA                                  | 470,344                        | 470.344                                                
|                                     |                                |                                                        
|Total Unproved Properties            | $	919,289                      | $1,095,100                                             
|                                     |                                |                                                        
|Total Proven and Unproved Properties | $1,075,025                     | $1,776,242                                             



The full cost ceiling test results as of December 31, 2008 resulted in no impairment of evaluated oil and gas properties.  The future prices used in the December 31, 2008 ceiling test area as follows:

``



|     | Oil(CDN$/bdl)
|---- | -------------
|     |              
|2009 | $	57.50      
|2010 | 66.67        
|2011 | 71.13        
|2012 | 80.10        
|2013 | $	85.00      



12



---



PARK PLACE ENERGY CORP.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
JUNE 30, 2009
(Unaudited)

``

4.           MINERAL PROPERTIES

In February, 2008, the Company entered into a purchase and sale agreement with a third party pursuant to which the Company acquired a 51% interest in five diamond concessions in the state of Goias, Brazil for US$250,000.  An additional US$12,184 has been spent on acquisition of a 51% interest in a sixth diamond concession offsetting the other concessions and spent additional operating expenses of approximately US$115,509.

In June, 2008, the Company sold its 51% interest in the six diamond concessions in consideration for a US$385,000 promissory note.  The note is non-interest bearing, unsecured and due on June 26, 2013.  The issuer is to repay the promissory note with 20% of the net proceeds from any diamonds sold from the property or 20% of the proceeds from the sale of the interest in the properties.  The Company recognized a discount of US$145,945 at an effective interest rate of 10%.

On December 31, 2008, the Company wrote down  the promissory note to $Nil as it does not expect repayment.

5.           LOAN PAYABLE

The Company entered into a loan agreement with an arms length third party in the amount of $225,000 on December 28, 2007. The associated Demand Promissory Note does not contain any interest and the holder has the option to convert the loan in to common shares of the Company.

The Company converted $150,000 out of a total $225,000 to 2,142,857 units at a price of $0.07 per unit on March 3, 2008.  Each unit consisted of one common stock of the Company and one share purchase warrant. Each warrant entitles the holder to purchase one share at an exercise price of $0.10 per share in the first year and at an exercise price of $0.15 per share in the second year.  During the year ended December 31, 2008, the Company repaid $40,000 reducing the amount outstanding to $35,000.

6.           EXPLORATION ADVANCE

Included in Exploration advances are amounts paid related to the Canadian property for prepayment of expenses relating to the oil and gas property.

7.COMMON STOCK

The Company's Articles Of Incorporation provide for the issuance of up to 1,200,000,000 shares of common stock, par value $0.00001.  Effective July 6, 2007 the Company implemented a stock split of its common stock by issuing eight new shares for every one old share.  Effective July 23, 2007 the Company implemented a further a stock split of its common stock by issuing one and a half new shares for every old share.  Except as otherwise stated to the contrary in these financial statements, all references to shares and prices per shares have been adjusted to give retroactive effect to the stock splits.

13



---



PARK PLACE ENERGY CORP.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
JUNE 30, 2009
(Unaudited)

7.COMMON STOCK (cont'd...)

On February 14, 2008, the Company issued 4,435,714 units at a price of US$0.07 for gross proceeds of US$310,500.  Each unit contained one share of common stock and one warrant exercisable at US $0.10 the first year and US$0.15 in the second year.

On February 26, 2008, the Company issued 750,000 shares of common stock for consulting services at a value of US$0.10 per share.

On March 3, 2008, the Company issued 8,536,428 units at a price of US$0.07 for gross proceeds of US$597,550.  Each unit contained one share of common stock and one warrant exercisable at US$0.10 the first year and US$0.20 the second year.

On March 6, 2008, the Company issued 2,142,857 units at a price of $0.07 to the holder's of the loan payable as outlined in Note 5.  Each unit contained one share of common stock and one warrant exercisable at $0.10 the first year and $0.15 the second year.

In April, 2008, the Company issued 9,000,000 units at a price of US$0.10 per unit for gross proceeds of US$900,000.  Each unit consisted of one common share and one share purchase warrant entitling the holder to purchase a common share up to one year at a price of US$0.20.  The Company paid a Finder's Fee of $45,000 and issued Finder's Warrants with a fair value of $27,986 to acquire 450,000 common shares of the Company at $0.10 for one year.

On June 20, 2008, the Company issued 2,400,000 shares of common stock for consulting services at a value of US$0.09 per share.

On July 3, 2008, the Company issued 1,475,000 shares of common stock at a price of US$0.10 for gross proceeds of US$147,500 and 75,000 shares of common stock at a price of US$0.15 for gross proceeds of US$11,250.

On September 8, 2008, the Company issued 600,000 shares of common stock for consulting services at a value of US$0.125 per share.

On September 8, 2008, the Company issued 1,750,000 shares of common stock for consulting services at a value of US$0.10 per share.

Stock options

The Company adopted an official incentive stock option plan as at October 11, 2007 whereby the total number of authorized options to be granted is up to total of 6,000,000 Common Shares.  Under the plan the exercise price of each option shall not be less that the market price of the Company's stock as calculated immediately preceding the day of the grant.  The vesting schedule for each option shall be specified by the Company at the time of grant.

On June 24, 2009 the Company amended stock option plan to increase common shares approved to 6,500,000.

As at June 30, 2009, the Company had outstanding stock options, enabling the holders to acquire further common shares as follows:

14



---



PARK PLACE ENERGY CORP.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
JUNE 30, 2009
(Unaudited)



7.

Stock options (cont'd...)

``



|                         | Numberof Options | Exercise
Price(US$) | Expiry Date       
|------------------------ | ---------------- | ------------------- | ------------------
|                         |                  |                     |                   
|                         | 300,000          | 0.02                | April 2, 2011     
|                         | 250,000          | 0.15                | May 15, 2010      
|                         | 100,000          | 0.02                | September 25, 2009
|                         | 75,000           | 0.02                | October 11, 2009  
|                         | 200,000          | 0.02                | November 16, 2009 
|                         | 100,000          | 0.02                | February 11, 2010 
|                         | 100,000          | 0.02                | February 21, 2010 
|                         | 150,000          | 0.15                | February 21, 2010 
|                         | 315,000          | 0.02                | June 19, 2010     
|                         | 1,560,000        | 0.02                | June 17, 2011     
|                         | 2,050,000        | 0.02                | June 24, 2011     
|Balance as June 30, 2009 | 5,200,000        |                     |                   



Stock option transactions are summarized as follows:

``



|                                          | June 30,2009     |                                      | December 31, 2008
|----------------------------------------- | ---------------- | ------------------------------------ | -----------------
|                                          | Number ofOptions | Weighted
Average
Exercise
Price(US$) |                  
|                                          |                  |                                      |                  
|Balance, beginning of period (post split) | 1,640,000        | $0.14                                |                  
|                                          |                  |                                      |                  
|Re-priced options                         | -                | (0.02)                               |                  
|                                          |                  |                                      |                  
|Granted                                   | 3,610,000        | 0.02                                 |                  
|                                          |                  |                                      |                  
|Exercised                                 | -                | -                                    |                  
|                                          |                  |                                      |                  
|Expired / cancelled                       | (50,000)         | 0.10                                 |                  
|                                          |                  |                                      |                  
|Balance, end of period                    | 5,200,000        | $0.03                                |                  
|                                          |                  |                                      |                  
|Options exercisable, end of period        | 5,200,000        | $0.03                                |                  



15



---



PARK PLACE ENERGY CORP.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
JUNE 30, 2009
(Unaudited)





7.COMMON STOCK (cont'd...)

Stock options (cont'd...)

The aggregate intrinsic value for the options vested as of June 30, 2009 is approximately $Nil (2008 - $Nil) and for total options outstanding is approximately $Nil (2008 - $Nil).

Options - Stock-Based Compensation

The following weighted-average assumptions were used for the Black-Scholes valuation of stock options granted during the noted period:





|                         | 2009 | 2008      
|------------------------ | ---- | ----------
|                         |      |           
|Risk-free interest rate  | -    | 3.29%     
|Expected life of options | -    | 1.98 years
|Annualized volatility    | -    | 143.61%   
|Dividend rate            | -    | 0.00%     

Warrants

As at June 30, 2009, the Company had outstanding warrants, enabling the holders to acquire further common shares as follows:

``



|                         | Numberof Warrants | Exercise
Price(US$) | Expiry Date             
|------------------------ | ----------------- | ------------------- | ------------------------
|                         |                   |                     |                         
|                         | 4,954,716         | 0.75                | August 8, 2009 (Expired)
|                         | 2,402,198         | 0.75                | September 26, 2009      
|                         | 4,435,714         | 0.15                | February 13, 2010       
|                         | 8,536,428         | 0.15                | February 29, 2010       
|                         | 2,142,857         | 0.15                | March 3, 2010           
|Balance as June 30, 2009 | 22,471,913        |                     |                         



16



---



PARK PLACE ENERGY CORP.



7.COMMON STOCK (cont'd...)



Warrants transactions are summarized as follows:

``



|                             | June 30,2009      |                                      | December 31, 2008
|---------------------------- | ----------------- | ------------------------------------ | -----------------
|                             | Number ofWarrants | Weighted
Average
Exercise
Price(US$) |                  
|                             |                   |                                      |                  
|Balance, beginning of period | 31,921,913        | $	0.27                               |                  
|                             |                   |                                      |                  
|                             |                   |                                      |                  
|Granted                      | -                 | -                                    |                  
|                             |                   |                                      |                  
|Exercised                    | -                 | -                                    |                  
|                             |                   |                                      |                  
|Expired / cancelled          | (9,450,000)       | 0.10                                 |                  
|                             |                   |                                      |                  
|Balance, end of period       | 22,471,913        | $0.35                                |                  
|                             |                   |                                      |                  

``

8.





|                                             | Cumulative
Amounts from Inception 
on May 2,
2006 
to
June 30,
2009 | Six Months
Ended
 June 30,
2009 | Year
Ended
 December 31,
2008
|-------------------------------------------- | ------------------------------------------------------------------- | ------------------------------- | -----------------------------
|                                             |                                                                     |                                 |                              
|Cash paid during the period for interest     | $          -                                                        | $          -                    | $          -                 
|                                             |                                                                     |                                 |                              
|Cash paid during the period for income taxes | $          -                                                        | $          -                    | $          -                 

``

There were no significant non-cash transactions for the six month period ended June 30, 2009 and 2008.



17



---



PARK PLACE ENERGY CORP.

``

9.          RELATED PARTY TRANSACTIONS



During the period ended June 30, 2009 the Company entered into the following transactions with related parties:



The Company paid or accrued management fees of $60,000 (June 30, 2008 - $142,500) to the former Chairman and to the former President & CEO of the Company.Also included in due to related parties as of June 30, 2009 is $1,187 (June 30, 2008 - $28,097) that is owing to the former Chairman of the Company and a company related to the former Chairman for payment of expenses on behalf of the Company.  The amount is unsecured, non-interest bearing, and has no specific terms of repayment.



The Company paid or accrued consulting fees of $49,894.58 (June 30, 2008 - $21,500) to two directors of the Company.  Also included in due to related parties is $4,938 (June 30, 2008 - $Nil) that is owing to a director of the Company. The amount is unsecured, non-interest bearing and has no specific terms of repayment.



Related party transactions are in the normal course of operations, occurring on terms and conditions that are similar to those of transactions with unrelated parties and, therefore, are measured at the exchange amount.



10.         SEGMENTED INFORMATION



The Company's operations are in the resource industry in Canada and the United States.



Geographical information is as follows:

``



|                       |  |  | June 30, 2009 | December 31,2008
|---------------------- |  |  | ------------- | ----------------
|                       |  |  |               |                 
|Oil and gas properties |  |  |               |                 
|Canada                 |  |  | $604,681      | $1,305,898      
|United States          |  |  | 470,344       | 470,344         
|                       |  |  |               |                 
|                       |  |  | $1,075,025    | $1,776,242      

``

All of the Company's oil and gas revenues are in Canada.



11.         FINANCIAL INSTRUMENTS



The Company's financial instruments consist of cash, receivables, and accounts payable and accrued liabilities, loan payable and due to related parties. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

18



---





Item 2.            Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition, changes in financial condition and results of operations for the six months ended June 30, 2009 and 2008 should be read in conjunction with our unaudited interim financial statements and related notes for the six months ended June 30, 2009 and 2008.  The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth below under the heading "Risk Factors" in our Annual Report on Form 10-K.

Overview of our Business

We are an exploration stage company engaged in exploring for conventional oil and natural gas. In the projects in which we hold interests, another party typically acts as the operator of the project. With respect to the projects that we participate in, we provide to the operator timely funding for our proportionate share of costs as well as technical input on how best to develop the property. As a way to keep our overhead down, we engage the services of consultants who have technical expertise to best represent our interests. We currently have interests in oil and gas properties in the Canadian provinces of British Columbia and Alberta and in Morgan County, Tennessee. Revenues from our Eight Mile Gas Property in north-east British Columbia commenced in April 2008. We continue to work on developing our other properties as well identifying new properties for acquisition.

For more information regarding our business, see our Annual Report on Form 10-K filed with the SEC on March 31, 2009.

Plan of Operations

Overview

Our Plan of Operations for the next 12 months is to concentrate on core projects: developing our Eight Mile Property in British Columbia, Canada for production, and to mature the 100% interest in 2 sections of land in Alberta, Canada. Over the next 12 months, we plan to conduct the following: (i) on the Eight Mile Property in British Columbia, we expect to drill one more well at an estimated net expense of $450,000; (ii) on our Alberta land sections we plan to develop the land and perform seismic operations at an estimated expense of $450,000.  Further, we expect to spend approximately $250,000 in the next 12 months in office and general expenses, as well as approximately $300,000 in professional, consulting and management fees.

Estimated Capital Costs

Based on our current plan of operations as set forth above, we estimate that we will require approximately $1,450,000 to pursue our plan of operations over the next 12 months. As at June 30, 2009, we had cash of $2,762 and a working capital deficit of $585,065. Consequently, we will require additional financing to pursue our plan of operations over the next 12 months. There can be no assurance that we will obtain any additional financing in the amounts required or on terms favorable to us. If we are unable to obtain additional financing, we may have to re-evaluate or abandon our business activities and revise our plan of operations.

We believe that debt financing will not be an alternative for funding as we do not have any significant tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations going forward. In the absence of such financing, our business plan will fail. Even if we are successful in obtaining equity financing, there is no assurance that we will obtain the funding necessary to pursue our business plan. If we do not continue to obtain additional financing going forward, we will be forced to re-evaluate or abandon our plan of operations.

19



---



Results of Operations

The following table sets forth our results of operations from inception on May 2, 2006 to June 30, 2009 as well as for the six month periods ended June 30, 2009 and 2008.



|                                                      | Cumulative
Amounts 
from Inception
May 2, 2006 to
June 30,2009 | Six Months
Ended
June 30,2009 | Six Months 
Ended 
June 30,2008
|----------------------------------------------------- | -------------------------------------------------------------- | ----------------------------- | -------------------------------
|REVENUE                                               |                                                                |                               |                                
|Oil and gas                                           | $1,556,875                                                     | $286,187                      | $487,013                       
|                                                      |                                                                |                               |                                
|DIRECT COSTS                                          |                                                                |                               |                                
|Depletion                                             | 1,128,381                                                      | 318,071                       | 251,236                        
|Operating expenses                                    | 1,067,263                                                      | 178,368                       | 160,670                        
|                                                      |                                                                |                               |                                
|                                                      | (638,769)                                                      | (210,252)                     | 75,107                         
|EXPENSES                                              |                                                                |                               |                                
|Office and general                                    | 592,345                                                        | 102,853                       | 116,475                        
|Depreciation                                          | 1,925                                                          | 608                           | 439                            
|Exploration expenses                                  | 308,534                                                        | -                             | 8,004                          
|Foreign exchange gain                                 | 94,643                                                         | (6,488)                       | 6,469                          
|Professional fees                                     | 703,425                                                        | 51,759                        | 127,013                        
|Consulting                                            | 1,392,195                                                      | 167,434                       | 523,155                        
|Investor relations                                    | 849,857                                                        | 1,389                         | 68,298                         
|Management fees                                       | 625,638                                                        | 60,000                        | 151,974                        
|Travel                                                | 166,127                                                        | 2,543                         | 45,426                         
|Stock-based compensation                              | 1,835,148                                                      | -                             | 302,866                        
|                                                      |                                                                |                               |                                
|                                                      | (6,569,837)                                                    | (380,098)                     | (1,350,120)                    
|                                                      |                                                                |                               |                                
|Loss before other items and income taxes              | (7,208,606)                                                    | (590,350)                     | (1,275,013)                    
|                                                      |                                                                |                               |                                
|OTHER ITEMS                                           |                                                                |                               |                                
|Interest and other revenue                            | 26,157                                                         | 7,281                         | 322                            
|Loss on sale of disposal of properties (Note 3 and 4) | (53,869)                                                       | -                             | (45,692)                       
|Loss on write-down of promissory note                 | (254,997)                                                      | -                             | -                              
|Write off oil and gas costs                           | (3,311,557)                                                    | (179,802)                     | (1,626,106)                    
|                                                      |                                                                |                               |                                
|Loss before income tax                                | (10,802,872)                                                   | (762,871)                     | (2,946,489)                    
|                                                      |                                                                |                               |                                
|Future income tax recovery                            | 291,060                                                        | -                             | -                              
|                                                      |                                                                |                               |                                
|Net loss for the period                               | (10,511,812)                                                   | (762,871)                     | (2,946,489)                    
|                                                      |                                                                |                               |                                
|OTHER COMPREHENSIVE INCOME                            |                                                                |                               |                                
|Foreign currency translation adjustment               | 198,131                                                        | 4,289                         | 1,032                          
|                                                      |                                                                |                               |                                
|COMPREHENSIVE LOSS                                    | $(10,313,681)                                                  | $(758,582)                    | $(2,945,457)                   



20



---

Revenue

Our oil and gas revenue for the six months ended June 30, 2009 was $286,187, compared to $487,013 for the six months ended June 30, 2008. This revenue is offset by direct costs of $318,071 in depletion and $178,368 in operating expenses for the six months ended June 30, 2009, compared to $251,236 in depletion and $160,670 in operating expenses for the six months ended June 30, 2008.

Expenses

Our primary expense categories are described below:

Office and General Expenses

Our office and general expenses decreased to $102,853 for the six months ended June 30, 2009 from $116,475 for the six months ended June 30, 2008.

Professional Fees

Our professional fees decreased to $51,759 for the six months ended June 30, 2009 from $127,013 for the six months ended June 30, 2008.

Consulting Expenses

Our consulting expenses decreased to $167,434 for the six months ended June 30, 2009 from $523,155 for the six months ended June 30, 2008.

Investor Relations Expenses

Our investor relations expense for the six months ended June 30, 2009 decreased to $1,389 compared to $68,298 for the six months ended June 30, 2008.

Management Fees

Our management fees decreased to $60,000 for the six months ended June 30, 2009 from $151,974 for the six months ended June 30, 2008 as a result of a change of directors.

Travel Expenses

Our travel expenses decreased to $2,543 for the six months ended June 30, 2009 from $45,246 for the six months ended June 30, 2008.

Stock-Based Compensation Expenses

Our stock-based compensation expenses decreased to $nil for the six months ended June 30, 2009 from $302,866 for the six months ended June 30, 2008 because no stock-based compensation was provided to our consultants during the six months ended June 30, 2009.

Loss

Our net loss before other items and taxes for the six months ended June 30, 2009 was $590,350, compared to $1,275,013 for the six months ended June 30, 2008. Our comprehensive loss for the six months ended June 30, 2009 was $758,582, compared to $2,945,457 for the six months ended June 30, 2008.  The reason for this decrease in our net and comprehensive losses between these periods is primarily due to our decreased expenses as described above.

21



---

Liquidity and Capital Resources

|                          | As at
June 30, 2009(Unaudited) | As at
December 31, 2008(Audited)
|------------------------- | ------------------------------ | --------------------------------
|Cash                      | $2,762                         |                                 
|Working capital (deficit) | (585,065)                      |                                 
|Total assets              | 1,145,130                      |                                 
|Total liabilities         | 631,582                        |                                 
|Shareholders' equity      | 513,548                        |                                 

We anticipate that we will require approximately $1,450,000 to pursue our plan of operations over the next 12 months. As at June 30, 2009, we had cash of $2,762 and a working capital deficit of $585,065. Consequently, we will require additional financing to pursue our plan of operations over the next 12 months. There can be no assurance that we will obtain any additional financing in the amounts required or on terms favorable to us.  If we are unable to obtain additional financing, we may have to re-evaluate or abandon our business activities and plan of operations.

Cash Used in Operating Activities

Net cash used in operating activities in the six months ended June 30, 2009 decreased to $244,779 from $423,993 in the six months ended June 30, 2008, primarily as a result of our decreased loss for the period (as described above) and the recording of depletion of $318,071 in the six months ended June 30, 2009 ($251,536 in the six months ended June 30, 2008).

Cash Flow from Investing Activities

Net cash from investing activities in the six months ended June 30, 2009 was $201,678 ($203,343 from oil and gas interests, offset by $1,665 used in the acquisition of property and equipment), compared to $1,102,456 used in investing activities in the six months ended June 30, 2008.

Cash Provided By Financing Activities

We have funded our business to date primarily from sales of our common stock. In the six months ended June 30, 2009, we received cash of $nil, compared to $1,759,489 in the six months ended June 30, 2008 as a result of proceeds from the sale of our capital stock.

Off-Balance Sheet Arrangements

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our  financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investors.

Item 3.            Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4.             Controls and Procedures

Disclosure Controls and Procedures

David Johnson, our principal executive officer, and Tom Mayenknecht, our principal financial officer, are responsible for establishing and maintaining disclosure controls and procedures for our company.

22



---

Our management has evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2009 (under the supervision and with the participation of our principal executive officer and our principal financial officer), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended.  Based on this evaluation, our principal executive officer and principal financial officer have concluded that our company's disclosure controls and procedures were effective as of June 30, 2009.

No Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.             Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A.           Risk Factors

Not applicable because we are a smaller reporting company.

Item 2.             Unregistered Sales of Equity Securities and Use of Proceeds



We did not sell any equity securities during the period covered by this report.

Item 3.             Defaults Upon Senior Securities

None.

Item 4.             Submission of Matters to a Vote of Securities Holders

None.

Item 5.             Other Information

None

Item 6.             Exhibits



|Articles of Incorporation and By-laws
|-------------------------------------
|3.1                                  
|3.2                                  
|Material Contracts                   
|10.1                                 
|10.2                                 
|10.3                                 
|10.4                                 
|10.5                                 
|10.6                                 
|10.7                                 

23



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|10.8                                      | Amendment Agreement dated November 2, 2006 among Pine Petroleum Limited, Tidewater Resources Inc. and the Company (1)                                                               
|----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9                                      | Letter Agreement dated March 27, 2007 between the Company and Great Northern Oilsands, Inc. (1)                                                                                     
|10.10                                     | Letter Agreement dated April 4, 2007 between the Company and Great Northern Oilsands, Inc. (1)                                                                                      
|10.11                                     | Letter Agreement dated April 30, 2007 between the Company and Great Northern Oilsands, Inc. (1)                                                                                     
|10.12                                     | Earning Agreement dated June 1, 2007 among the Company, Great Northern Oilsands Inc. and Tidewater Resources Inc. (1)                                                               
|10.13                                     | Letter Agreement dated July 6, 2007 between Britcana Energy Ltd. and the Company (1)                                                                                                
|10.14                                     | Letter Agreement dated November 30, 2007 between Great Northern Oilsands, Inc. and the Company (5)                                                                                  
|10.15                                     | Participation Agreement dated August 8, 2007 between Montello Resources Ltd. and Great Northern Oilsands, Inc. (5)                                                                  
|10.16                                     | Consulting Agreement dated January 1, 2007 between the Company and David Stadnyk(1)                                                                                                 
|10.17                                     | Change of Control Agreement dated December 1, 2007 between the Company and Merchant Equities Capital Corp. (5)                                                                      
|10.18                                     | Park Place Energy Corp. 2007 Stock Option Plan (5)                                                                                                                                  
|10.19                                     | Purchase and Sale Agreement dated February 15, 2008 among the Company, Panther Minerals Inc. and Brasam Extracao Ltda.(3)                                                           
|10.20                                     | Amended Management Services Agreement dated April 10, 2008 between the Company and David Stadnyk (5)                                                                                
|10.21                                     | Termination Agreement regarding the Worsley Area Properties between the Company and Bounty Developments Ltd. dated June 25, 2008(6)                                                 
|10.22                                     | Termination Agreement regarding the Atlee Buffalo Area Properties between the Company and Bounty Developments Ltd. dated June 25, 2008(6)                                           
|10.23                                     | Offer to Purchase Agreement regarding the Kerrobert Area Properties between the Company and True Energy Inc. dated June 25, 2008(6)                                                 
|10.24                                     | Purchase and Sale Agreement between the Company and Brasam Extracao Minerals Ltda. dated June 26, 2008(6)                                                                           
|10.25                                     | Petroleum and Natural Gas Lease dated July 24, 2008(6)                                                                                                                              
|10.26                                     | Termination Agreement regarding the Cecil (Eureka) Area Properties between the Company and Bounty Developments Ltd. dated March 30, 2009(6)                                         
|14.1                                      | Code of Ethics (4)                                                                                                                                                                  
|Subsidiaries of the Small Business Issuer
|21.1                                      | Subsidiaries of Small Business Issuer:                                                                                                                                              
|                                          | Name of Subsidiary                                                                                                                                                                  
|                                          | Park Place Energy (Canada) Inc.                                                                                                                                                     
|                                          | Park Place Energy (International) Inc.                                                                                                                                              
|Certifications                            |                                                                                                                                                                                     
|31.1                                      | Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended(7)                       
|31.2                                      | Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended(7)                   
|32.1                                      | Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)

Notes

|(1) | Incorporated by reference from our Current Report on Form 8-K/A, filed with the SEC on August 8, 2007.         
|--- | ---------------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference from our registration statement on Form SB-2, filed with the SEC on December 9, 2004.
|(3) | Filed with our Current Report on Form 8-K, filed with the SEC on March 6, 2008.                                
|(4) | Incorporated by reference from our Annual Report of Form 10-KSB, filed with the SEC on October 11, 2006.       
|(5) | Incorporated by reference from our Annual Report on Form 10-KSB, filed with the SEC on April 15, 2008.         
|(6) | Incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on March 31, 2009.           
|(7) | Filed herewith                                                                                                 



24



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



PARK PLACE ENERGYCORP.

By:        /s/ David Johnson	
              David Johnson
              President, Chief Executive Officer and a Director
               (Principal Executive Officer)
              Date: August 14, 2009

By:        /s/ Tom Mayenknecht	
              Tom Mayenknecht
              Secretary, Treasurer and a Director
               (Principal Financial Officer)
              Date: August 14, 2009