10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MAY 31, 2009

 OR

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

Commission file number 000-51670

PLACER GOLD CORP.

(Exact name of registrant as specified in its charter)

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

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

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

(323) 356-7777

(Registrant's telephone number, including area code)

The Company is a Shell company: Yes  o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x No o

As of May 31, 2009 the Company had 365,500,000 shares of common stock outstanding.

1

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

2

PLACER GOLD CORP.

(A Development Stage Enterprise)

BALANCE SHEET

	May 2009 (unaudited)			February 2009 (unaudited)
ASSETS
CURRENT ASSETS
Cash		973.32			4,540.06
Total Current Assets		973.32			4,540.06
FIXED ASSETS
Office equipment, net		0.00			0.00
Software, net		0.00			0.00
Total Fixed Assets		0.00			0.00
OTHER ASSETS
Deposits		0.00			0.00
Total Other Assets		0.00			0.00
TOTAL ASSETS	$	973.32		$	4,540.06
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable		34,170.00			34,170.00
Accounts payable - related party		242,006.70			226,538.93
Loans from shareholders		154,276.41			105,085.72
Total Current Liabilities		430,453.11			365,794.65
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 20,000,000 shares authorized, no par value;
zero shares issued and outstanding		0.00			0.00
Common stock, 500,000,000 shares authorized, $.00001 par value;
137,250,000 shares issued and outstanding		290.00			290.00
Additional paid-in capital		77,060.00			77,060.00
Accumulated deficit from development stage		(506,829.79	)		(438,604.59	)
Total Stockholders' Equity (Deficit)		(429,479.79	)		(361,254.59	)
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$	973.32		$	4,540.06

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

F-1

PLACER GOLD CORP.

(A Development Stage Enterprise)

STATEMENT OF OPERATIONS

	Nine Months Ended May 31, 2009 (unaudited)			Nine Months Ended May 31, 2008 (unaudited)			Six Months Ended February 28, 2009 (unaudited)			Six Months Ended February 28, 2008 (unaudited)			23, 2004 (inception) May 31, 2009 (unaudited)
REVENUES		0			0			0			0			0
EXPENSES
Office		6,435			85			4,196			85			21,019
Telephone		984												984
Postage		429												429
Professional fees		181,300			141,600			121,000			21,600			469,363
Bank charges		3,208			0			1,736			0			3,208
Travel		9,359			0			9,042			0			9,359
Entertainment		505			0			346			0			505
Licenses and fees		3,611			0			1,287			0			3,611
Marketing		9,458			0			9,458			0			9,458
Loss on disposition of fixed assets & depreciation		0			25,017			0			25,017			25,107
Reverse accounts payable to related party		0			(44,322	)		0			(44,322	)		(44,322	)
Depreciation and amortization		0			0			0			0			8,108
TOTAL EXPENSES		215,290			122,380			147,065			2,380			506,830
LOSS FROM OPERATIONS		(215,290	)		(122,380	)		(147,065	)		(2,380	)		(506,830	)
LOSS BEFORE INCOME TAXES		(215,290	)		(122,380	)		(147,065	)		(2,380	)		(506,830	)
INCOME TAXES		0			0			0			0			0
NET LOSS		(215,290	)		(122,380	)		(147,065	)		(2,380	)		(506,830	)
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED	nil			nil			nil			nil			nil
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING
BASIC AND DILUTED		365,500,000			137,250,000			365,500,000			137,250,000

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

F-2

PLACER GOLD CORP.
(A Development Stage Enterprise)

STATEMENT OF CASH FLOW

	Nine Months Ended May 31, 2009 (unaudited)			Nine Months Ended May 31, 2008 (unaudited)			Six Months Ended February 28, 2009 (unaudited)			Six Months Ended February 28, 2008 (unaudited)			23, 2004 (inception) May 31, 2009 (unaudited)
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss		(215,290	)		(122,380	)		(147,065	)		(2,380	)		(506,830	)
Adjustment to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization		0			0			0			0			8,108
Changes in assets and liabilities
Increase (decrease) in accounts payable		0			0			0			0			34,170
Increase (decrease) in A/P - related party		0			0			0			0			0
(Increase) decrease deposits		0			0			0			0			0
Net cash used by operating activities		(215,290	)		(122,380	)		(147,065	)		(2,380	)		(464,552	)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of office equipment		0			0			0			0			(4,219	)
Purchase of software		0			0			0			0			(3,889	)
Net cash used by investing activities.		0			0			0			0			(8,108	)
CASH FLOWS FROM FINANCING
ACTIVITIES
Increase (decrease) in A/P - related party		181000			60,000			121,000			60,000			469,063
Net cash used by financing activities.		0			0			0			0			77,350
Change in cash		(34,290	)		(62,380	)		(26,065	)		57,620			65,645
Cash, beginning of period	$	4,300		$	70		$	6,247		$	70		$	0
Cash, end of period	$	974		$	240		$	4,300		$	70		$	4,300
SUPPLEMENTAL CASH FLOW
DISCLOSURES
Interest paid		0			0			0			0			0
Income tax paid		0			0			0			0			0

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

F-3

PLACER GOLD CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MAY 31, 2009

NOTE 1 - DESCRIPTION OF BUSINESS

PLACER GOLD CORP. (hereinafter "The Company") was incorporated on August 23, 2004 under the laws of the State of Nevada  as Bulldog Financial Inc., for any lawful business. The principal business of the Company is accounts receivable management. Arctic Oil & Gas representatives have filed a claim with the United Nations General Assembly and the countries of Canada, Russia, United States of America, Norway and Denmark, claiming, as a responsible oil and gas development agent of the "common heritage of mankind," the sole and exclusive exploitation, development, marketing and extraction rights to the oil and gas resources of the seafloor and subsurface contained within the entire Arctic Ocean Common area beyond the exclusive economic zone of the Arctic Ocean's surrounding countries called the "Arctic Claims." The Company intends to operate as the "lead manager" tasked to create a multinational joint venture consortium of major oil companies, whose technology and managerial expertise will be vital to recovering the oil and gas from the harsh, deep waters of the Arctic in an environmentally safe manner. The Company sold these assets to Pavilion energy Resources Inc. and is now seeking other renewable energy projects.

The company is also involved in gold mining exploration and development.

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

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Regulation S-B as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended November 30, 2007. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the six-month period ending February 28, 2007, are not necessarily indicative of the results that may be expected for the year ending August 31, 2009.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

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

Going Concern

As shown in the accompanying financial statements, the Company had an accumulated deficit of $361,250incurred throughMAY 31, 2009. The Company has no revenues, limited cash, and negative working capital. Management has established plans to begin generating revenues and decrease debt. Management intends to seek additional capital from new equity securities offerings that will provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The Company anticipates that it will need $300,000 to continue in existence for the following twelve months. The Company expects to be able to control its cash outflows for contracts purchased based upon funds received.

F-4

PLACER GOLD CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO FINANCIAL STATEMENTS

May 31, 2009

Recent Accounting Pronouncements

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

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

Use of Estimates

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

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

	May 31,		February 28,
	2009		2009
Office Equipment		0		0
Software		0		0
Less accumulated depreciation & amortization		0		0
Property and Equipment, net		0		0

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

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

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

3

PLACER GOLD CORP.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED NOTES TO FINANCIAL STATEMENTS

May 31, 2009

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

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

On June 15, 2008 the Board of Directors issued 193.25 million shares share under Rule 144 to settle accounts payable:

On July 23, 2008 the Board of Directors issued 120 million shares under Rule 144 for the Blake Ridge and Bering Sea oil and gas properties interests:

On September 10, 2008 the Company issued 15.00 million restricted rule 144 shares to qualified investors.

NOTE 5 - INCOME TAXES

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

At February 28, 2009 the Company has net operating loss carry forwards of approximately $438,515, which begin to expire in the year 2024. The change in valuation allowance from November 30, 2008 to May 31, 2009, is approximately $26,270.

	May		February
	2009		2009
Net operating loss carry forward:		506,830		438,515
Deferred tax asset		172,322		149,095
Deferred tax asset valuation allowance		-172,322		-149,095
Net deferred tax asset		-		-

NOTE 6 - RELATED PARTY TRANSACTIONS

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

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

We were incorporated in the state of Nevada on August 23, 2004. We have started operations. We have not generated revenues from operations, but must be considered a start-up business. Our statutory registered agent in Nevada: The Corporation Trust Company of Nevada, 6100 Neil Road Suite 500, Reno, Nevada 89511 From the proceeds of our offering, we subleased office space to commence operations. Our telephone number is (323)-556-0643.

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

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

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

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

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

4

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

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

President - -                                             Peter Sterling

Secretary/Treasurer - -                           Peter Sterling

Vice-President - -                                    Edward M. Lawson *

(* Since replaced by Kelvin Williams)

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

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

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

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

The management's discussion and analysis, as well as the accompanying financial statements and notes reflect the split as if it had occurred at the earliest period presented.

We have not conducted any market research into the likelihood of success of our Arctic oil and gas exploration operations.

5

Plan of Operations

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

Knowing that the world is entering a prolonged era of increasing energy insecurity and higher prices, the Company and partners have embarked on an ambitious effort to locate and bring new very-large-scale non-Middle Eastern sourced, hydrocarbons energy resources from within the Arctic Claims to world markets.

The Company is focusing on rapid growth via capital-efficient, well-informed, high-reward prospecting.     The Company’s exploration focus is on the Arctic Oceans Commons abyssal a vast region with possibly the world’s most significant upside oil potential, away from the high-taxes and political interference of often unstable and corrupt regimes.

We are a start-up stage oil and gas exploration corporation and have begun operations but have not yet generated revenues from our business operations and do not expect to do so for some time.

Our auditors have not issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not purchased a significant number of contracts or generated any revenues from the development.

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

We do not have sufficient cash to satisfy our cash requirements during the next twelve months. We will not be conducting any product research or development. We intend to hire additional employees on an as needed basis.

We intend to accomplish the foregoing through the following milestones:

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

2)   We will conduct geological studies and prepare geological reports on the Arctic Claims.

3)   We will pursue legal efforts to perfect our claim on the Arctic Ocean Commons hydrocarbons resources.

4)   We will pursue potential strategic major independent oil company partners in each of the five countries facing the Arctic Ocean Commons.

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

Limited operating history; need for additional capital

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

6

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

From Inception on August 23, 2004 to May 31, 2009

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

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

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

On June 15, 2008 the Board of Directors issued 193.25 million shares share under Rule 144 to settle accounts payable:

On July 23, 2008 the Board of Directors issued 120 million shares under Rule 144 for the Blake Ridge and Bering Sea oil and gas properties interests:

On September 10, 2008 the Company issued 15.00 million restricted rule 144 shares at a 25% discount to qualified investors.

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

On April 06, 2009   SALE OF OIL-GAS INTERESTS. The Company entered into an agreement with Pavilion Energy Resources to sell its oil and gas interests for a consideration of 20 million Rule 144 Pavilion shares.  The Company distributed approximately 18 million of the Pavilion shares received pro-rata to PGCR shareholders at the ratio of 1 Pavilion share for every 20 Placer Gold shares owned as of close of business April 17th, 2009.

Accounts payable

Accounts payable of $34,170 represented by liabilities as of May 31, 2009.

Liquidity and capital resources

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

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

7

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

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

As of November 30, 2008 our total assets were $6,247 in cash, and our total liabilities were $290,147 comprising of accounts payable and accrued fees.

Recent accounting pronouncements

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

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

Critical accounting policies and estimates

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

8

ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended May 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 4. CHANGES IN SECURITIES AND USE OF PROCEEDS.

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

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

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

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

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

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

ITEM 6. EXHIBITS.

The following documents are included herein:

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

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 1st day of October, 2009.

PLACER GOLD CORP.
By:	PETER J. STERLING
	Peter J. Sterling,
	Title President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors

9

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Peter J. Sterling, certify that:

1. I have reviewed this Form 10-Q of  Placer Gold Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Placer Gold Corp.
By:	Peter J. Sterling
	Peter J. Sterling
	President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors

October 1, 2009

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q of Placer Gold Corp. for the quarter ended  May 31, 2009, I, Peter J. Sterling, Principal Executive Officer and Principal Financial Officer of Placer Gold Corp. hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.	Such Quarterly Report on Form 10-Q for the period ended May 31, 2009, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in such Quarterly Report on Form 10-Q for the period ended May 31, 2009, fairly presents, in all material respects, the financial condition and results of operations of Placer Gold Corp.

PLACER GOLD CORP.

By:	/s/ Peter J. Sterling
	Peter J. Sterling President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and a member of the Board of Directors

Dated:    October 1, 2009