10-Q 1 f10q.htm F10Q

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


FORM 10-Q

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

For the quarterly period ended September 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 SW
Calgary, 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 T    No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes £    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 T

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 688,153,350 shares of common stock as of November 20, 2009.

 

PARK PLACE ENERGY CORP.

Quarterly Report On Form 10-Q
For The Quarterly Period Ended
September 30, 2009

INDEX

PART I - FINANCIAL INFORMATION

4
 

Item 1.

Financial Statements

4
 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

18
 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

22
 

Item 4.

Controls and Procedures

22

PART II - OTHER INFORMATION

22
 

Item 1.

Legal Proceedings

22
 

Item 1A.

Risk Factors

22
 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

22
 

Item 3.

Defaults Upon Senior Securities

23
 

Item 4.

Submission of Matters to a Vote of Securities Holders

23
 

Item 5.

Other Information

23
 

Item 6.

Exhibits

23

 

2

 

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.

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

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

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


September 30,
2009


December 31, 2008
 

ASSETS

    
     

Current

   

     Cash

$18,213

$41,574

     Receivable

20,930

91,473

     Prepaid expenses

15,576

23,976

Total current assets

54,719

157,023

Fixed assets

     Property and equipment, net

3,284

2,530
     
     

Exploration advance (Note 5)

20,000

20,000
     

Oil and gas properties (Note 3)

926,133

1,776,242
     

Total assets

$1,004,136

$1,955,795
 
     

LIABILITIES AND SHAREHOLDERS' EQUITY

    
     

Current liabilities

    

     Accounts payable and accrued liabilities

$653,530

$596,239

     Loan payable (Note 4)

35,000

35,000

     Due to related parties (Note 8)

8,247

52,426
     

Total current liabilities

696,777

683,665

Shareholders' equity

     Common stock (Note 6)

    

          Authorized

    

               12,000,000,000 par value $0.00001

    

          Issued and outstanding

    

               688,153,350 common shares (December 31, 2008 - 641,653,350)

688

642

     Additional paid-in capital (Note 6)

10,950,690

10,867,736

     Accumulated other comprehensive income

211,207

193,842

     Deficit accumulated during the exploration stage

(10,855,226)

(9,790,090)
     

Total shareholders' equity

307,359

1,272,130
     

Total liabilities and shareholders equity

$1,004,136

$1,955,795
 

Nature and continuance of operations (Note 1)

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 4, 2006 to
September 30,
2009




Three Months
Ended
September 30,
2009




Three Months
Ended
September 30,
2008




Nine Months
Ended
September 30,
2009




Nine Months
Ended
September 30,
2008

 

REVENUE

          

    Oil and gas

$1,648,547

$91,672

$452,967

$377,859

$939,980
           

DIRECT COSTS

          

    Depletion

1,283,666

155,285

278,510

473,356

529,746

    Operating expenses

1,148,623

81,360

230,771

259,728

391,441
           
 

(783,742)

(144,973)

(56,314)

(355,225)

18,793

EXPENSES

          

    Office and general

600,915

8,570

60,938

111,423

177,413

    Depreciation

2,230

305

222

913

661

    Exploration expenses

308,534

-

12,871

-

20,875

    Foreign exchange gain (loss)

92,723

(1,920)

(3,670)

(8,408)

2,799

    Professional fees

742,407

38,982

98,612

90,741

225,625

    Consulting

1,500,613

108,418

170,386

275,852

693,541

    Investor relations

858,562

8,705

346,951

10,094

415,249

    Management fees

628,638

3,000

42,549

63,000

194,524

    Travel

166,351

224

12,796

2,767

58,222

    Stock-based compensation

1,835,148

          -

10,132

          -

312,997
           
 

(6,736,121)

(166,284)

(751,787)

(546,382)

(2,101,906)
           

Loss before other items and income taxes

(7,519,863)

(311,257)

(808,101)

(901,607)

(2,083,113)
           

OTHER ITEMS

          

    Interest and other revenue

35,149

8,992

7,671

16,273

7,993

    Loss on sale of disposal of properties

(53,869)

-

(4,647)

-

(50,339)

    Loss on write-down of promissory note

(254,997)

-

-

-

-

    Write off oil and gas costs

(3,311,557)

          -

(223,178)

(179,802)

(1,849,284)
           

Loss before income tax

(11,105,137)

(302,265)

(1,028,255)

(1,065,136)

(3,794,743)
           

Future income tax recovery

291,060

          -

          -

          -

          -
           

Net loss for the period

(10,814,077)

(302,265)

(1,028,255)

(1,065,136)

(3,974,743)
           

OTHER COMPREHENSIVE INCOME

          

    Foreign currency translation adjustment

211,207

13,076

59,218

17,365

46,619
           

COMPREHENSIVE LOSS

$(10,602,870)

$(289,189)

$(969,037)

$(1,047,771)

$(3,928,124)
 

Basic and diluted loss per share

$          

$0.0004

$(0.0016)

$(0.0016)

$(0.0075)
 
 

Weighted average number of shares outstanding -
 basic and diluted

  

674,580,252

623,267,480

652,749,595

529,944,200
 

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

6

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
Exploration
Stage

Total
 

May 4, 2006

-

$          -

$          -

$          -

$          -

$          -

Issuance of common stock

58,016,220

1,592,010

-

-

-

1,592,010

Net loss

          -

          -

          -

          -

(218,442)

(218,442)
             

December 31, 2006

58,016,220

$1,592,010

$          -

$          -

$(218,442)

$1,373,568

Issuance of common stock

31,940,00

1,492,000

-

-

-

1,492,000

Recapitalization

614,478,000

(2,792,659)

2,792,658

-

(26,121)

(26,122)

Renunciation of flow-
    through shares


-


(291,060)


-


-


-


(291,060)

Common stock surrender 
for cancellation


(450,000,000)


(37)


23


-


(15,028)


(15,042)

Issuance of common stock

52,000,000

52

2,553,148

-

-

2,553,200

Issuance of common stock

14,021,980

14

688,465

-

-

688,479

Issuance of common stock
    in settlement of debt


7,547,160


8


399,992


-


-


400,000

Issuance of common stock
    for consulting agreement


2,000,000


2


139,443


-


-


139,445

Stock-based compensation

-

-

1,524,704

-

-

1,524,704

Share issuance costs

-

-

(166,070)

-

-

(166,070)

Cumulative translation
    adjustment


-


-


-


114,837


-


114,837

Net loss

          -

          -

          -

          -

(4,335,207)

(4,335,207)
             

December 31, 2007

330,003,360

$330

$7,932,363

$114,837

$(4,594,798)

$3,452,732

Issuance of common stock
    for cash


235,221,420


235


1,983,713


-


-


1,983,948

Issuance of common stock
    in settlement of debt


21,428,570


21


149,979


-


-


150,000

Issuance of common stock
    for consulting


55,000,000


56


560,702


-


-


560,758

Stock-based compensation

-

-

310,444

-

-

310,444

Share issuance costs

-

-

(69,465)

-

-

(69,465)

Cumulative translation
    adjustment

-

-

-

79,005

-

79,005

Net loss

          -

          -

          -

          -

(5,195,292)

(5,195,292)
             

December 31, 2008

641,653,350

$ 642

$10,867,736

$ 193,842

$(9,790,090)

$1,272,130

Issuance of common
    stock for cash


46,500,000


46


82,954


-


-


83,000

Cumulative translation
    adjustment

-

-

-

17,365

-

17,365

Net loss

          -

          -

          -

          -

(1,065,136)

(1,065,136)

September 30, 2009

688,153,350

$ 688

$10,950,690

$ 211,207

$(10,855,226)

$307,359
 

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

7

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

Cumulative
Amounts
From Inception
May 4, 2006 to
September 30,
2009


Three Months Ended
September 30,
2009



Three Months Ended September 30,
2008



Nine Months Ended
September 30, 2009

Nine Months Ended September 30,
2008
 

CASH FLOW FROM OPERATING EXPENSES

    Loss for the period

$(10,814,077)

$(302,265)

$(1,028,255)

$ (1,065,136)

$ (3,974,743)

        Accretion

-

-

(7,353)

-

(7,673)

        Depreciation

2,230

305

222

913

661

        Stock-based compensation

1,835,148

-

10,132  

-   

312,998

        Interest accrued on notes payable

12,530

-

-   

-   

-

        Impairment of oil and gas

2,029,086

-

223,178

179,802

1,849,284

        Consulting fees paid by issuance of common

            stock

376,049

-

250,000   

-   

542,740

        Investor relation fees paid by issuance of

            common stock

324,155   

-

-   

-

-   

        Depletion

1,283,666

155,285

278,510   

473,356

529,746

        Loss of disposal of mineral properties

-   

-

5,668   

-   

143,583

        Future income tax recovery

(291,060)   

-

-   

-   

-

    Changes in non-cash working capital items:

        Decrease (increase) in receivable

(20,930)

12,488

(5,529)

70,543

(42,836)

        Decrease (increase) in prepaid expenses

(15,576)

(5,239)

(16,344)

8,400

18,393

        Increase (decrease) in accounts payable and

            accrued liabilities

635,744

58,135

26,558

57,291

22,929

        Increase (decrease) in due to related parties

(408)

7,060

(6,712)

(44,179)

(89,299)

    Net cash used in operating activities

(4,643,443)

(74,231)

(269,925)

(319,010)

(694,217)

CASH FLOW FROM INVESTING ACTIVITIES

    Oil and gas interests

(3,506,054)

(6,394)

(202,882)

196,951

(676,172)

    Mineral properties

-   

-

(16,477)

-   

(398,162)

    Exploration advances

(233,361)   

-

(16,559)

-   

(224,131)

    Loan payable

(572,000)   

-

-   

-   

(40,000)

    Cash acquired through recapitalization

320   

-

-   

-

-   

    Acquisition of property and equipment

(5,514)

          -   

          -   

(1,667)

          -   
           

    Net cash used in investing activities

(4,316,609)

(6,394)

(235,918)

195,284

(1,338,465)
           

CASH FLOW FROM FINANCING ACTIVITIES

          

    Proceeds from issuance of capital stock

8,157,086

83,000

160,185  

83,000   

1,919,674

    Proceeds from loans

625,000

-

-   

-   

-

    Repurchase of common stock

(15,028)

          -   

          -   

          -   

          -   
           

    Net cash provided by financing activities

8,767,058

83,000   

160,185  

83,000   

1,919,674
           

Effect of foreign exchange on cash

211,207

13,076

45,587

17,365

46,619
           

Change in cash during the period

18,213

15,451

(300,691)

(23,361)

(66,709)
           

Cash position, beginning of period

          -   

2,762

351,473

41,574

117,491
           

Cash position, end of period

$18,213

$ 18,213

$50,782

$18,213

$50,782
 

Supplemental disclosure with respect to cash flows (Note 7)

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

8

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 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. On August 31, 2009, the Company affected a forward split of its shares of common stock on a one (1) old share for ten (10) new shares on that date and increased the authorized share capital from 1,200,000,000 shares of common stock to 12,000,000,000 shares of common stock. All references to number of shares outstanding, earnings per share, stock options and warrants have been adjusted to reflect the above mentioned stock split.

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 in a property 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.

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 $10,855,226 as of September 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.

9

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

 

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent accounting pronouncements

During the third quarter of 2009, the Company adopted the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles in accordance with FASB ASC Topic 105,"Generally Accepted Accounting Principles"(the Codification).  The Codification has become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  Effective with the Company's adoption on July 1, 2009, the Codification has superseded all prior non-SEC accounting and reporting standards.  All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative.  As the adoption of the Codification only affected how specific references to GAAP literature have been disclosed in the notes to the Company's condensed consolidated financial statements, it did not result in any impact on the Company's results of operations, financial condition, or cash flows.

In September 2009, the FASB issued authoritative guidance regarding multiple-deliverable revenue arrangements.  This guidance addresses how to separate deliverables and how to measure and allocate consideration to one or more units of accounting.  Specifically, the guidance requires that consideration be allocated among multiple deliverables based on relative selling prices.  The guidance establishes a selling price hierarchy of (1) vendor-specific objective evidence, (2) third-party evidence and (3) estimated selling price.  This guidance is effective for annual periods beginning after June 15, 2010 but may be early adopted as of the beginning of an annual period.  The Company is currently evaluating the effect that this guidance will have on consolidated financial position and results of operations.

ASC 855-10-20, "Subsequent Events" establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued and requires the disclosure of the date through which a company has evaluated subsequent events.  This statement is effective for the Company's third quarter ended September 30, 2009 and the adoption did not have an impact on the condensed consolidated financial statements.  See Note 11 for the required disclosures.

In April 2009, the FASB issued ASC 820-10-65 formerly FASB Staff Position FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP 157-4"). This provides significant guidance for determining when a market has become inactive as well as guidance for determining whether transactions are not orderly. It also provides guidance on the use of valuation techniques and the use of broker quotes and pricing services. It reiterates that fair value is based on an exit price and also that fair value is market-driven and not entity-specific. The accounting standard of codification applies to all assets and liabilities within the scope of ASC 820 and is effective for all interim and annual periods ending after June 15, 2009. The adoption of ASC 820-10-65 did not have a material effect on the Company's results of operations, financial position, and cash flows.

In April 2009, the FASB issued ASC 320-10-65, formerly FASB Staff Position FAS 115-2, FAS 124-2 and EITF 99-20-2, "Recognition and Presentation of Other-Than-Temporary Impairments" ("FSP 115-2"). This accounting standard provides guidance related to determining the amount of an other-than-temporary impairment (OTTI) of debt securities and prescribes the method to be used to present information about an OTTI in the financial statements.  It is effective for all interim and annual periods ending after June 15, 2009. The adoption of ASC 320-10-65 did not have a material effect on the Company's results of operations, financial position, and cash flows.

In April 2009, the FASB issued ASC 825-10-65, formerly FASB Staff Position FAS 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments" ("FSP 107-1"), which increases the frequency of fair value disclosures to a quarterly basis instead of an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. This ASC is effective for interim and annual periods ending after June 15, 2009. The adoption of ASC 825-10-65 did not have a material effect on the Company's results of operations, financial position, and cash flows.

10

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

 

3.           OIL AND GAS PROPERTIES

 




Nine Months, Ended
September 30,
2009


Period From Inception on
May, 2006 to
December 31,
2008
 

OIL AND GAS INTERESTS

    
     

Proven Properties

   

Canada

$ 572

$681,142

USA

          -   

          -   
     

Total Proven Properties

$572

$681,142
     

Unproven Properties

    

Canada

$455,217

$624,756

USA

470,344

470.344
     

Total Unproved Properties

$925,561

$1,095,100
     

Total Proven and Unproved Properties

$926,133

$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
 

4.          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 (21,428,570) 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.

 

11

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

 

5.          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.

6.           COMMON STOCK

The Company's Articles Of Incorporation provide for the issuance of up to 1,200,000,000 (12,000,000,000) 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.

On February 14, 2008, the Company issued 4,435,714 (44,357,140) 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 (7,500,000) 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 (85,364,280) 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 (21,428,570) units at a price of US$0.07 to the holder's of the loan payable as outlined in Note 4. Each unit contained one share of common stock and one warrant exercisable at US$0.10 the first year and US$0.15 the second year.

In April, 2008, the Company issued 9,000,000 (90,000,000) 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 (4,500,000) common shares of the Company at US$0.10 for one year.

On June 20, 2008, the Company issued 2,400,000 (24,000,000) 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 (14,750,000) shares of common stock at a price of US$0.10 for gross proceeds of US$147,500 and 75,000 (750,000) 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 (6,000,000) 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 (17,500,000) shares of common stock for consulting services at a value of US$0.10 per share.

On July 2, 2009, the Company issued 1,000,000 (10,000,000) shares of common stocks at a price of US$0.01 for gross proceeds of US$10,000.

12

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

 

6.           COMMON STOCK (cont'd...)

On July 16, 2009, the Company issued 1,330,000 (13,300,000) shares of common stocks at a price of US$0.02 for gross proceeds of US$26,600.

On July 27, 2009, the Company issued 475,000 (4,750,000) shares of common stocks at a price of US$0.02 for gross proceeds of US$9,500.

On August 13, 2009, the Company issued 327,500 (3,275,000) shares of common stocks at a price of US$0.02 for gross proceeds of US$6,550.

On August 18, 2009, the Company issued 1,517,500 (15,175,000) shares of common stocks at a price of US$0.02 for gross proceeds of US$30,350.

On August 31, 2009, the Company affected a forward split of its shares of common stock on a one (1) old share for ten (10) new shares on that date and increased the authorized share capital from 1,200,000,000 shares of common stock to 12,000,000,000 shares of common stock.

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.

On August 31, 2009 the Company affected a 10:1 forward stock split.

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

 


Number
of Options


Exercise
Price
(US$)

Expiry Date
 

2,500,000

0.015

May 15, 2010

2,000,000

0.002

November 16, 2009

1,000,000

0.002

February 11, 2010

1,000,000

0.002

February 21, 2010

1,500,000

0.015

February 21, 2010

2,000,000

0.002

June 19, 2010

4,500,000

0.002

June 24, 2011

Balance as September 30, 2009

14,500,000

 

 

13

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

 

6.           COMMON STOCK (cont'd...)

Stock options (cont'd...)

Stock option transactions are summarized as follows:

 
 

September 30,
2009

  

December 31,
2008
 




Number of
Options

Weighted
Average
Exercise
Price
(US$)

  




Number of
Options

Weighted
Average
Exercise
Price
(US$)
 

Balance, beginning of period (post split)

16,400,000

$0.014

  

31,600,000

$0.075

Re-priced options (post split)

-

(0.002)

-

(0.060)

Granted (post split)

36,100,000

0.002

  

24,400,000

0.011

Exercised (post split)

(36,500,000)

0.002

  

(15,500,000)

0.010
           

Expired / cancelled (post split)

(1,500,000)

0.005

  

(24,100,000)

0.113

Balance, end of period (post split)

14,500,000

$0.01

  

16,400,000

$0.014
 

Options exercisable, end of period

14,500,000

$0.01

  

16,400,000

$0.014
 

The aggregate intrinsic value for the options vested as of September 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%
 

 

14

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

 

6.           COMMON STOCK (cont'd...)

Warrants

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

 


Number
of Warrants


Exercise
Price
(US$)

Expiry Date
 

44,357,140

0.015

February 13, 2010

85,364,280

0.015

February 28, 2010

21,428,570

0.015

March 3, 2010

10,000,000

0.002

July 2, 2011

Balance as September 30, 2009

161,149,990

 

Warrants transactions are summarized as follows:

 
 


September 30,
2009

  


December 31,
2008
 





Number of
Warrants


Weighted
Average
Exercise
Price
(US$)

  





Number of
Warrants


Weighted
Average
Exercise
Price
(US$)
 

Balance, beginning of period (post split)

319,219,130

$0.027

  

73,569,140

$0.075

Granted

10,000,000

0.002

245,649,990

0.013
           

Exercised

-

-

  

-

-
           

Expired / cancelled

(168,069,140)

0.042

  

-

-

Balance, end of period after split

161,149,990

$ 0.010

  

319,219,130

$0.027

 

 

15

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

 

7.           SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

 
 


Cumulative
Amounts from Inception
on May 2,
2006
to
September 30,
2009






Nine Months
Ended
September 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 nine month period ended September 30, 2009 and 2008.

8.           RELATED PARTY TRANSACTIONS

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

The Company paid or accrued management fees of $63,000 (September 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 September 30, 2009 is $8,247 (September 30, 2008 - $21,385) 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 $67,895 (September 30, 2008 - $22,420) to two directors of the Company. Also included in due to related parties is $4,938 (September 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.

16

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

 

9.           SEGMENTED INFORMATION

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

Geographical information is as follows:

 
     


September 30, 2009


December 31, 2008
 

Oil and gas properties

        

              Canada

    

$455,789

$1,305,898

              United States

    

470,344

470,344
         
     

$926,133

$1,776,242
 

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

10.         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.

11.         SUBSEQUENT EVENTS

On October 30, 2009 the Company sold all interests in its proven Canadian properties for CDN$457,195.

 

17

 

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 nine months ended September 30, 2009 and 2008 should be read in conjunction with our unaudited interim financial statements and related notes for the nine months ended September 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 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 Alberta and in Morgan County, Tennessee. We sold all our interests in our Eight Mile property in North Eastern British Columbia on October 30, 2009 for CDN$457,195 (approximately US$424,368 based on the exchange rate of CDN$1.00 = US$0.9282 on October 30, 2009).

Recent Events

Seismic Earning Agreement regarding Farmout Lands

Effective on August 19, 2009, our wholly owned subsidiary, Park Place Energy Inc. ("Park Place Sub"), entered into a Seismic Earning Agreement with Fifth Avenue Diversified Inc., a private British Columbia corporation, ("Fifth Avenue") whereby Fifth Avenue will earn an interest in certain Farmout Lands in the Gordondale Area of Alberta (the "Farmout Lands").

The earning requirements under the Seismic Earning Agreement are as follows:

  • On or before March 31, 2010, Fifth Avenue shall commence a Seismic Program and expend up to a maximum of $350,000 on such program;

  • Fifth Avenue shall provide Park Place Sub with all field data including survey information; processed data, including stacked data; interpreted data; and a copy of shot point base maps and bin overlay maps;

  • Fifth Avenue shall retain 100% of the trading rights and sole ownership of the Seismic Program; and

  • Fifth Avenue will be appointed the initial operator and Farmout Lands and any operations will be subject to the 1990 CAPL provisions.

Upon Fifth Avenue satisfying the earning requirements, Fifth Avenue will have earned in an interest in the Farmout Lands such that each of Park Place Sub and Fifth Avenue each hold an Undivided 50% Working Interest.

Upon completion of the earning requirements, either Park Place Sub or Fifth Avenue will have the right to propose the drilling of a well on the Farmout Lands.

The non-participant shall have the right, but not the obligation, to participate in the said well by advising the proposing party.

In the event the non-participant (whether it be Park Place Sub or Fifth Avenue) decides it does not wish to participate in the well set out in the proposal notice, its Undivided 50% Working Interest in the Farmout Lands shall revert to the proposing party subject to the reservation to the non-participant of an overriding royalty of 5% reduced proportionately by 50%.

In the event the proposing party does not commence the drilling of the well set forth in the proposal notice within 120 days of the notice, the notice will become null and void and the ownership of the Farmout Lands will revert to each of Park Place Sub and Fifth Avenue each holding an Undivided 50% Working Interest with the overriding royalty reserved to the non-participant terminating automatically.

18

Purchase and Sale Agreement regarding Eight Mile Property

On September 1, 2009 Park Place Sub entered into a Purchase and Sale Agreement effective September 1, 2009, with Novus Energy Inc., an Alberta corporation, ("Novus") for Novus to buy the entire right, title, estate and interest in and to Park Place Sub's Eight Mile property in North Eastern British Columbia. This sale closed on October 30, 2009, with Novus purchasing all of our interests in the Eight Mile property for CDN$457,195 (approximately US$424,368 based on the exchange rate of CDN$1.00 = US$0.9282 on October 30, 2009). .

Plan of Operations

Overview

Our Plan of Operations for the next 12 months is to develop the land and perform seismic operations on our Farmout Lands property at an estimated expense of $450,000. Further, we expect to spend approximately $150,000 in the next 12 months in office and general expenses, as well as approximately $400,000 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 $1,000,000 to pursue our plan of operations over the next 12 months. As at September 30, 2009, we had cash of $18,213 and a working capital deficit of $642,058. 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.

Results of Operations

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

 

19

 
 


Cumulative
Amounts
From Inception
May 4, 2006 to
September 30,
2009




Three Months
Ended
September 30,
2009




Three Months
Ended
September 30,
2008




Nine Months
Ended
September 30,
2009




Nine Months
Ended
September 30,
2008

 

REVENUE

          

    Oil and gas

$1,648,547

$91,672

$452,967

$377,859

$939,980
           

DIRECT COSTS

          

    Depletion

1,283,666

155,285

278,510

473,356

529,746

    Operating expenses

1,148,623

81,360

230,771

259,728

391,441
           
 

(783,742)

(144,973)

(56,314)

(355,225)

18,793

EXPENSES

          

    Office and general

600,915

8,570

60,938

111,423

177,413

    Depreciation

2,230

305

222

913

661

    Exploration expenses

308,534

-

12,871  

-

20,875

    Foreign exchange gain (loss)

92,723

(1,920)

(3,670)

(8,408)

2,799

    Professional fees

742,407

38,982

98,612

90,741

225,625

    Consulting

1,500,613

108,418

170,386

275,852

693,541

    Investor relations

858,562

8,705

346,951

10,094

415,249

    Management fees

628,638

3,000

42,549

63,000

194,524

    Travel

166,351

224

12,796

2,767

58,222

    Stock-based compensation

1,835,148

         -

10,132

         -

312,997
           
 

(6,736,121)

(166,284)

(751,787)

(546,382)

(2,101,906)
           

Loss before other items and income taxes

(7,519,863)

(311,257)

(808,101)

(901,607)

(2,083,113)
           

OTHER ITEMS

          

    Interest and other revenue

35,149  

8,992  

7,671

16,273

7,993  

    Loss on sale of disposal of properties

(53,869)   

         -

(4,647)  

-

(50,339)

    Loss on write-down of promissory note

(254,997)   

-

-

-

-

    Write off oil and gas costs

(3,311,557)  

         -

(223,178)

(179,802)

(1,849,284)
           

Loss before income tax

(11,105,137)

(302,265)

(1,028,255)

(1,065,136)

(3,794,743)
           

Future income tax recovery

291,060   

         -

         -

         -

         -

           

Net loss for the period

(10,814,077)

(302,265)

(1,028,255)

(1,065,136)

(3,974,743)
           

OTHER COMPREHENSIVE INCOME

          

    Foreign currency translation adjustment

211,207

13,076

59,218

17,365

46,619
           

COMPREHENSIVE LOSS

$(10,602,870)

$(289,189)

$(969,037)

$(1,047,771)

$(3,928,124)
 

Revenue

Our oil and gas revenue for the nine months ended September 30, 2009 was $377,859, compared to $939,980 for the nine months ended September 30, 2008. This revenue is offset by direct costs of $473,356 in depletion and $259,728 in operating expenses for the nine months ended September 30, 2009, compared to $529,746 in depletion and $391,441 in operating expenses for the nine months ended September 30, 2008.

Expenses

Our primary expense categories are described below:

Office and General Expenses

Our office and general expenses decreased to $111,423 for the nine months ended September 30, 2009 from $177,413 for the nine months ended September 30, 2008.

20

Professional Fees

Our professional fees decreased to $90,741 for the nine months ended September 30, 2009 from $225,625 for the nine months ended September 30, 2008.

Consulting Expenses

Our consulting expenses decreased to $275,852 for the nine months ended September 30, 2009 from $693,541 for the nine months ended September 30, 2008.

Investor Relations Expenses

Our investor relations expense for the nine months ended September 30, 2009 decreased to $10,094 compared to $415,249 for the nine months ended September 30, 2008.

Management Fees

Our management fees decreased to $63,000 for the nine months ended September 30, 2009 from $194,524 for the nine months ended September 30, 2008 as a result of a change of directors.

Travel Expenses

Our travel expenses decreased to $2,767 for the nine months ended September 30, 2009 from $58,222 for the nine months ended September 30, 2008.

Stock-Based Compensation Expenses

Our stock-based compensation expenses decreased to $nil for the nine months ended September 30, 2009 from $312,997 for the nine months ended September 30, 2008 because no stock-based compensation was provided to our consultants during the nine months ended September 30, 2009.

Loss

Our net loss before other items and taxes for the nine months ended September 30, 2009 was $901,607, compared to $2,083,113 for the nine months ended September 30, 2008. Our comprehensive loss for the nine months ended September 30, 2009 was $1,047,771, compared to $3,928,124 for the nine months ended September 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.

Liquidity and Capital Resources

 

As at
September 30, 2009
(Unaudited)

As at
December 31, 2008
(Audited)

Cash

$18,213

 

$41,574

 

Working capital (deficit)

(642,058)

 

(526,642)

 

Total assets

1,004,136

 

1,955,795

 

Total liabilities

696,777

 

683,665

 

Shareholders' equity

307,359

 

1,272,130

 

We anticipate that we will require approximately $1,000,000 to pursue our plan of operations over the next 12 months. As at September 30, 2009, we had cash of $18,213 and a working capital deficit of $642,058. 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.

21

Cash Used in Operating Activities

Net cash used in operating activities in the nine months ended September 30, 2009 decreased to $319,010 from $694,217 in the nine months ended September 30, 2008, primarily as a result of our decreased loss for the period (as described above) and the recording of depletion of $473,356 in the nine months ended September 30, 2009 ($529,746 in the nine months ended September 30, 2008).

Cash Flow from Investing Activities

Net cash from investing activities in the nine months ended September 30, 2009 was $195,284 ($196,951 from oil and gas interests, offset by $1,667 used in the acquisition of property and equipment), compared to a deficit of $1,338,465 used in investing activities in the nine months ended September 30, 2008.

Cash Provided By Financing Activities

We have funded our business to date primarily from sales of our common stock. In the nine months ended September 30, 2009, we received cash of $83,000, compared to $1,919,674 in the nine months ended September 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.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of September 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 September 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.

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

On July 2, 2009, we issued 1,000,000 shares of common stock at a price of US$0.01per share (10,000,000 shares on a post-forward split basis at a price of $0.001 per share) for gross proceeds of US$10,000. We relied on an exemption from registration under the Securities Act provided by Regulation S.

On July 16, 2009, we issued 1,330,000 shares of common stock at a price of US$0.02 per share (13,300,000 shares on a post-forward split basis at a price of $0.002 per share) for gross proceeds of US$26,600. We relied on an exemption from registration under the Securities Act provided by Section 4(2) thereof and Regulation S.

On July 27, 2009, we issued 475,000 shares of common stock at a price of US$0.02 per share (4,750,000 shares on a post-forward split basis at a price of $0.002 per share) for gross proceeds of US$9,500. We relied on an exemption from registration under the Securities Act provided by Section 4(2) thereof and Regulation S.

On August 13, 2009, we issued 327,500 shares of common stock at a price of US$0.02 per share (3,275,000 shares on a post-forward split basis at a price of $0.002 per share) for gross proceeds of US$6,550. We relied on an exemption from registration under the Securities Act provided by Section 4(2) thereof and Regulation S.

On August 18, 2009, we issued 1,517,500 shares of common stock at a price of US$0.02 per share (15,175,000 shares on a post-forward split basis at a price of $0.002 per share) for gross proceeds of US$30,350. We relied on an exemption from registration under the Securities Act provided by Section 4(2) thereof and Regulation S.

 

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

Articles of Incorporation(1)

3.2

Bylaws(2)

3.3

Certificate of Change(7)

Material Contracts

10.1

Amalgamation agreement dated July 30, 2007 among the Company, Park Place Energy Inc., and 0794403 B.C. Ltd. (1)

10.2

Farmout Agreement dated May 30, 2006 between Bounty Developments Ltd. and the Company(1)

10.3

Oil Sands Lease No. 7406080083 dated August 10, 2006 (1)

10.4

Oil Sands Lease No. 7406080084 dated August 10, 2006 (1)

10.5

Seismic Option Agreement dated September 22, 2006 among the Company, Bounty Developments Ltd. and Damascus Energy Inc. (1)

10.6

Farmout and Option Agreement dated September 25, 2006 between the Company and Patch Energy Inc. (1)

10.7

Farmout Participation and Option Agreement dated October 12, 2006 among the Company, Terra Energy Corp., Regal Energy Ltd. and Patch Energy Inc. (1)

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)

 

23

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)

10.27

Seismic Earning Agreement dated August 19, 2009(7)

10.28

Purchase and Sale Agreement dated September 16, 2009(8)

14.1

Code of Ethics (4)

Subsidiaries of the Small Business Issuer

21.1

Subsidiaries of Small Business Issuer:

 

Name of Subsidiary

Jurisdiction of Incorporation

 

Park Place Energy (Canada) Inc.

British Columbia

 

Park Place Energy (International) Inc.

British Columbia

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(9)

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(9)

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(9)

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)

Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on September 3, 2009.

(8)

Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on November 20, 2009.

(9)

Filed herewith.

 

24

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: November 23, 2009

By:        /s/ Tom Mayenknecht
              Tom Mayenknecht
              Secretary, Treasurer and a Director
               (Principal Financial Officer)
              Date: November 23, 2009