F10Q

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, 2010

£ 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 6^th 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. 5,398,765 shares of common stock as of November 10, 2010.

PARK PLACE ENERGY CORP.

Quarterly Report On Form 10-Q
For The Quarterly Period Ended
September 30, 2010

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	20
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
	Item 4.	Controls and Procedures	23
PART II - OTHER INFORMATION			23
	Item 1.	Legal Proceedings	23
	Item 1A.	Risk Factors	23
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
	Item 3.	Defaults Upon Senior Securities	23
	Item 4.	(Removed and Reserved)	24
	Item 5.	Other Information	24
	Item 6.	Exhibits	24

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, 2009, 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.

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 Statements of Cash Flows	8
Notes to the Consolidated Financial Statements	9

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

	September 30, 2010	December 31, 2009

ASSETS

Current
Cash	$ 5,742	$ 4,414
Receivables	325	4,042
Prepaid expenses	6,968	3,938

Total current assets	13,035	12,394

Fixed assets
Property and equipment, net	8,288	2,979

Investments (Note 3)	79,434	-

Exploration advance	37,264	-

Oil and gas properties (Note 3)	79,104	50,000

Total assets	$217,125	$65,373

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
Accounts payable and accrued liabilities	$160,285	$249,053
Loan payable (Note 4)	-	35,000
Due to related parties (Note 7)	-	77,353

Total current liabilities	160,285	361,406

Stockholders' equity
Common stock (Note 5)
Authorized
40,000,000 par value $0.0003
Issued and outstanding
5,028,908 common shares (December 31, 2009 - 2,293,844)	1,546	688
Additional paid-in capital (Note 5)	11,989,758	11,069,932
Accumulated other comprehensive income	217,185	229,444
Subscription received	10,294	-
Deficit accumulated during the exploration stage	(12,161,943)	(11,596,097)

Total stockholders' equity	56,840	(296,033)

Total liabilities and stockholders' equity	$217,125	$65,373

Nature and continuance of operations (Note 1)

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

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

	Cumulative Amounts From Inception May 4, 2006 to September 30, 2010	Three Months Ended September 30, 2010	Three Months Ended September 30, 2009	Nine Months Ended September 30, 2010	Nine Months Ended September 30, 2009

REVENUE
Oil and gas	$1,619,047	$ -	$91,672	$ -	$377,859

DIRECT COSTS
Depletion	1,235,574	-	155,285	-	473,356
Operating expenses	1,140,050	-	81,360	-	259,728

	(756,577)	-	(144,973)	-	(355,225)
EXPENSES
Office and general	700,010	22,021	8,570	69,864	111,423
Depreciation	3,591	458	305	1,056	913
Exploration expenses	308,534	-	-	-	-
Foreign exchange gain (loss)	118,883	133	(1,920)	2,684	(8,408)
Professional fees	888,905	5,396	38,982	95,021	90,741
Consulting	1,651,577	9,503	108,418	112,117	275,852
Investor relations	871,363	1,474	8,705	8,102	10,094
Management fees	631,638	-	3,000	-	63,000
Travel	174,551	337	224	8,200	2,767
Stock-based compensation	2,276,026	168,072	-	331,072	-

	(7,625,078)	(207,394)	(166,284)	(628,116)	(546,382)

Loss before other items and income taxes	(8,381,655)	(207,394)	(311,257)	(628,116)	(901,607)

OTHER ITEMS
Interest and other revenue	100,185	15,766	8,992	57,836	16,273
Unrealized gain on the marketable securities	4,434	4,434	-	4,434	-
Gain on sale of oil and gas properties	381,166	-	-	-	-
Loss on sale of disposal of properties	(53,869)	-	-	-	-
Loss on write-down of promissory note	(254,997)	-	-	-	-
Write off oil and gas costs	(4,207,118)	-	-	-	(179,802)

Loss before income tax	(12,411,854)	(187,194)	(302,265)	(565,846)	(1,065,136)

Future income tax recovery	291,060	-	-	-	-

Net loss for the period	(12,120,794)	(187,194)	(302,265)	(565,846)	(1,065,136)

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	217,185	(63)	13,076	(12,259)	17,365

COMPREHENSIVE LOSS	$(11,903,609)	$(187,257)	$(289,189)	$ (578,105)	$(1,047,771)

Basic and diluted loss per share	$	$(0.04)	$(0.13)	$ (0.15)	$ (0.49)

Weighted average number of shares outstanding - basic and diluted		4,436,196	2,248,601	3,732,652	2,175,832

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

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

	Common Stock
	Number of Shares	Amount		Additional Paid-In Capital	Accumulated Other Comprehensive Income	Deficit Accumulated During the Exploration Stage	Total


December 31, 2007	1,100,011	$330		$7,932,363	$114,837	$(4,594,798)	$3,452,732


Issuance of common stock for cash	784,071	235		1,983,713	-	-	1,983,948
Issuance of common stock in settlement of debt	71,429	21		149,979	-	-	150,000
Issuance of common stock for consulting	183,333	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	2,138,844	$642	$10,867,736		$193,842	$(9,790,090)	$1,272,130

Issuance of common stock for cash	155,000	46	92,390		-	-	92,436
Cumulative translation adjustment	-	-	-		35,602	-	35,602
Stock-based compensation	-	-	109,806		-	-	109,806
Net loss	-	-	-		-	(1,806,007)	(1,806,007)

December 31, 2009	2,293,844	$688	$11,069,932		$229,444	$(11,596,097)	$(296,033)


Issuance of common stock for cash	1,336,901	414	134,137		-	-	134,551
Issuance of common stock in settlement of debt	1,398,163	444	443,343		-	-	443,787
Stock-based compensation	-	-	331,072		-	-	331,072
Subscription received	-	-	10,294		-	-	10,294
Cumulative translation adjustment	-	-	-		(12,259)	-	(12,259)
Warrants	-	-	11,274		-	-	11,274


Net loss	-	-	-		-	(565,846)	(565,846)

September 30, 2010	5,028,908	$1,546	$12,000,052		$217,185	$(12,161,943)	$56,840

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

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

	Cumulative Amounts From Inception May 4, 2006 to September 30, 2010	Nine Months Ended September 30, 2010		Nine Months Ended September 30, 2009

CASH FLOW FROM OPERATING ACTIVITIES
Loss for the period	$ (12,120,784)	$ (565,846)		$ (1,065,136)
Depreciation	3,591	1,056		913
Stock-based compensation	2,276,026	331,072		-
Warrants issued for consulting services	11,274	11,274		-
Interest accrued on notes payable	12,530	-		-
Impairment of oil and gas	2,924,647	-		179,802
Gain on sale of oil and gas interest	(381,166)	-		-
Debt paid by issuance of common stock	376,049	-		-
Investor relation fees paid by issuance of common stock	324,155	-		-
Depletion	1,235,574	-		473,356
Future income tax recovery	(291,060)	-		-
Unrealized gain from marketable securities	(4,434)	(4,434)		-
Changes in non-cash working capital items:
Decrease (increase) in receivables	55,426	59,468		70,543
Decrease (increase) in prepaid expenses	(6,969)	(3,030)		8,400
Decrease (increase) in accounts payable and accrued liabilities	1,056,968	160,164	57,291
Increase (decrease) in due to related parties	(8,655)	(77,353)		(44,179)

Net cash used in operating activities	(4,536,828)	(87,629)		(319,010)

CASH FLOW FROM INVESTING ACTIVITIES
Oil and gas interests	(3,741,761)	-		196,951
Mineral properties	-	-		-
Exploration advances	(270,625)	(37,264)		-
Loan payable	(572,000)	-		-
Cash acquired through recapitalization	320	-		-
Acquisition of property and equipment	(11,879)	(6,365)		(1,667)

Net cash used in investing activities	(4,595,954)	(43,629)		195,284

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock	8,301,073	134,551		83,000
Subscription received	10,294	10,294		-
Proceeds from loans	625,000	-		-
Repurchase of common stock	(15,028)	-		-

Net cash provided by financing activities	8,921,339	144,845		83,000

Effect of foreign exchange on cash	217,185	(12,259)		17,365

Change in cash during the period	5,742	1,328		(23,361)

Cash position, beginning of period	-	4,414		41,574

Cash position, end of period	$5,742	$5,742		$18,213

Supplemental disclosure with respect to cash flows (Note 6)

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

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(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 old share for ten new shares basis 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. On March 24, 2010, the Company affected a reverse stock split of its common shares on a three hundred old shares for one new share basis, decreasing the authorized share capital from 12,000,000,000 common shares to 40,000,000 common shares. All references to number of shares outstanding, earnings per share, stock options and warrants have been adjusted to reflect the above mentioned stock splits.

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 properties. Park Place Energy Corp. held 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. 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 $12,161,943 as of September 30, 2010. 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.

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

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

Failure to obtain the ongoing support of its stockholders and creditors may make the going concern basis of accounting inappropriate, in which case the Company's assets and liabilities would need to be recognized at their liquidation values. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might arise from this uncertainty.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent accounting pronouncements

In February 2010, the FASB issued Accounting Standards Update "ASU" 2010-09, Subsequent Events (Topic 855), amending ASC 855. ASU 2010-09 removes the requirement for an SEC filer to disclose a date relating to its subsequent events in both issued and revised financial statements. ASU 2010-09 also eliminates potential conflicts with the SEC's literature. Most of ASU 2010-09 is effective upon issuance of the update. The adoption of this standard did not have a material impact on the Company's financial position or results of operations.

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements, amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and clarify existing disclosures relating to fair value measurements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in Level 3 fair value measurements, which are effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company's financial position or results of operations.

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 its consolidated financial position and results of operations.

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

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

Recent accounting pronouncements (cont'd...)

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.

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

3. OIL AND GAS PROPERTIES

	As at September 30, 2010	As at December 31, 2009

OIL AND GAS INTERESTS

Proven Properties
Canada	$ -	$ -
USA	-	-

Total Proven Properties	$ -	$ -

Unproven Properties
Canada	$79,104	$50,000
USA	-	-

Total Unproved Properties	$79,104	$50,000

Total Proven and Unproved Properties	$79,104	$50,000

On October 30, 2009, the Company sold all interests in its proven Canadian properties in consideration for $457,295, which will be paid by the purchaser to certain creditors of the Company as outlined in the purchase and sale agreement.

During the year ended December 31, 2009, the Company wrote off certain costs relating to proven and unproven properties in the amount of $1,055,363, and an exploration advance relating to the proven property sold during the year in the amount of $20,000 to operations.

On January 28, 2010, the Company bought a 50% interest in a Canadian property for consideration of $159,855 (US$150,000), which was paid by the issuing 500,000 common shares of the Company.

On April 6, 2010 the Company sold all of its oil and gas properties located in Alberta for consideration of $50,000.

On May 11, 2010, the Company assigned one-half of its 50% working interest in an oil and gas exploration property in Saskatchewan, Canada to a third party for consideration of CDN $75,000, which was satisfied by such party issuing to the Company 750,000 common shares at a deemed price of CDN$0.10 per share.

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

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 into common shares of the Company.

The Company converted $150,000 out of a total $225,000 to 71,429 units at a price of $2.10 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 $3.00 per share in the first year and at an exercise price of $4.50 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. On January 28, 2010, the Company issued 125,982 common shares at price of US$0.30 per share in satisfaction of outstanding debt.

5. COMMON STOCK

On 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. 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. Subsequent to December 31, 2009, the Company affected a reverse stock split of its common shares on a three hundred old shares for one new share basis, decreasing the authorized share capital from 12,000,000,000 common shares to 40,000,000 common shares. 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 147,857 units at a price of US$2.10 for gross proceeds of US$310,500. Each unit contained one share of common stock and one warrant exercisable at US$3.00 during the first year and US$4.50 in the second year.

On February 26, 2008, the Company issued 25,000 shares of common stock for consulting services at a value of US$3.00 per share.

On March 3, 2008, the Company issued 284,548 units at a price of US$2.10 for gross proceeds of US$597,550. Each unit contained one share of common stock and one warrant exercisable at US$3.00 during the first year and US$6.00 in the second year.

On March 6, 2008, the Company issued 71,429 units at a price of US$2.10 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$3.00 during the first year and US$4.50 during the second year.

In April, 2008, the Company issued 300,000 units at a price of US$3.00 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$6.00. The Company paid a Finder's Fee of $45,000 and issued Finder's Warrants with a fair value of $27,986 to acquire 15,000 common shares of the Company at US$3.00 for one year.

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

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

On June 20, 2008, the Company issued 80,000 shares of common stock for consulting services at a value of US$2.70 per share.

On July 3, 2008, the Company issued 49,167 shares of common stock at a price of US$3.00 for gross proceeds of US$147,500 and 2,500 shares of common stock at a price of US$4.50 for gross proceeds of US$11,250.

On September 8, 2008, the Company issued 20,000 shares of common stock for consulting services at a value of US$3.75 per share.

On September 8, 2008, the Company issued 58,333 shares of common stock for consulting services at a value of US$3.00 per share.

On July 2, 2009, the Company issued 33,330 shares of common stock at a price of US$0.30 for gross proceeds of US$10,000.

On July 16, 2009, the Company issued 44,334 shares of common stock at a price of US$0.60 for gross proceeds of US$26,600.

On July 27, 2009, the Company issued 15,834 shares of common stock at a price of US$0.60 for gross proceeds of US$9,500.

On August 13, 2009, the Company issued 10,918 shares of common stock at a price of US$0.60 for gross proceeds of US$6,550.

On August 18, 2009, the Company issued 50,584 shares of common stock at a price of US$0.60 for gross proceeds of US$30,350.

On January 25, 2010, the Company issued 8,424 common shares at a price of US$0.45 for gross proceeds of US$3,791.

On January 25, 2010 the Company amended and restated its 2007 Stock Option Plan to increase the maximum number of common shares that may be reserved for issuance under the Plan from 216,667 common shares to 533,333 common shares.

On January 28, 2010 the Company issued a total of 1,248,163 common shares at price of US$0.30 per share for a total amount of US$374,449 in satisfaction of outstanding accounts payable. As part of the settlement, the Company received a 50% working interest in an oil and gas exploration property in Saskatchewan.

On January 15, 2010, the Company issued 21,667 common shares at a price of US$0.30 for gross proceeds of US$6,500.

On February 16, 2010, the Company issued 6,576 common shares at a price of US$0.45 for gross proceeds of US$2,959 and 21,786 of common shares at a price of US$0.51 for gross proceeds of US$11,111.

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

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

On February 16, 2010, the Company issued 187,857 common shares at a price of US$0.21 for gross proceeds of US$39,450.

On March 24, 2010 the Company affected a reverse stock split of its common shares on a three hundred old shares for one new share basis, decreasing the authorized share capital from 12,000,000,000 common shares to 40,000,000 common shares.

On March 11, 2010, the Company issued 150,000 common shares at a price of US$0.30 for gross proceeds of US$45,000 in satisfaction of outstanding accounts payable.

On August 19, 2010, the Company issued 1,019,163 common shares at a price of US$0.05 for gross proceeds of US$50,958.

On August 19, 2010, the Company issued 71,428 common shares at a price of US$0.21 for gross proceeds of US$15,000.

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 a total of 200,000 Common Shares. Under the plan the exercise price of each option shall not be less than 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 the stock option plan to increase common shares approved to 216,667.

As at September 30, 2010, the Company had outstanding stock options, enabling the holders to acquire further common shares as follows:

	Number of Options	Exercise Price (US$)	Expiry Date

	294,880	0.51	January 25, 2012
Balance as September 30, 2010	294,880

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

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

Stock option transactions are summarized as follows:

	September 30, 2010		December 31, 2009
	Number of Options	Weighted Average Exercise Price (US$)	Number of Options	Weighted Average Exercise Price (US$)

Balance, beginning of year	46,665	$ 1.20	54,666	$4.20

Granted	331,667	0.51	130,333	3.00

Exercised	(58,453)	0.42	(121,667)	3.00

Expired / cancelled	(24,999)	1.78	(16,667)	1.50


Balance, end of the period	294,880	$0.51	46,665	$1.20

Options exercisable, end of year	294,880	$0.51	46,665	$1.20

During the nine month period ended September 30, 2010 the Company granted options to purchase 331,667 shares of common stock (2009 - $Nil). The weighted average fair value of the options granted during the nine month period ended September 30, 2010 is $0.62 (2009 - $Nil) per option.

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 nine month period ended September 30:

	2010	2009

Risk-free interest rate	2.48%	2.55%
Expected life of options	2.00 years	2.00 years
Annualized volatility	245.84%	261.16%
Dividend rate	0.00%	0.00%

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

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

Warrants

As at September 30, 2010, the Company had outstanding warrants, enabling the holders to acquire further common shares as follows:

	Number of Warrants	Exercise Price (US$)	Expiry Date

	187,857	0.26	January 16, 2012
	66,666	0.30	May 19, 2012
	33,333	0.60	July 2, 2011
Balance as September 30, 2010	287,856	0.31

Warrants transactions are summarized as follows:

	September 30, 2010		December 31, 2009
	Number of Warrants	Weighted Average Exercise Price (US$)	Number of Warrants	Weighted Average Exercise Price (US$)

Balance, beginning of year	537,167	$ 4.20	1,064,064	$0.90

Granted	254,523	0.27

Expired / cancelled	(503,834)	4.50	(560,230)	12.30

Balance, end of the period	287,856	$ 0.31	537,167	$4.20

Warrants granted for consulting services during the nine month period ended September 30, 2010 were valued using the Black Scholes model with a risk-free rate of 1.83%, an expected life of 2 years, annualized volatility of 279.66% and a dividend rate of 0.00%.

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

6. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	Cumulative Amounts from Inception on May 2, 2006 to September 30, 2010	Nine Months Ended September 30, 2010	Year Ended December 31, 2009

Cash paid during the period for interest	$ -	$ -	$ -

Cash paid during the period for income taxes	$ -	$ -	$ -

There are no significant non-cash transactions during the nine month period ended September 30, 2009.

Significant non-cash transaction during the nine month period ended September 30, 2010 include:

The Company issued 1,398,163 shares of common stock at a price of $0.30 per share for payment of outstanding payables in the amount of $443,787.

The Company assigned one-half of its 50% working interest in an exploration oil and gas property in Saskatchewan, Canada to third party for consideration of CDN $75,000 , which was satisfied by such party issuing to the Company 750,000 common shares at a deemed price of CDN$0.10 per share.

7. RELATED PARTY TRANSACTIONS

During the nine month period ended September 30, 2010 the Company entered into the following transactions with related parties:

The Company paid or accrued consulting fees of $28,133 (September 30, 2009 - $63,000) to the directors of the Company. Also included in due to related parties is $Nil (September 30, 2009 - $8,247) 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.

PARK PLACE ENERGY CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(An Exploration Stage Company)
(Expressed in Canadian Dollars)
SEPTEMBER 30, 2010
(Unaudited)

8. SEGMENTED INFORMATION

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

Geographical information is as follows:

	September 30, 2010	December 31, 2009

Oil and gas properties
Canada	$ 79,104	$50,000
United States	-	-

	$79,104	$50,000

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

9. FINANCIAL INSTRUMENTS

Financial instruments, including receivables, exploration advance, prepaids, accounts payable and accrued liabilities are carried at cost, which management believes approximates fair value due to the short-term nature of these instruments. 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 company's investments are classified as held-for-trading and are marked-to-market at each reporting date with the unrealized gains or losses being recognized in net income.

Under GAAP, fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy is also established, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 - inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

At September 30, 2010 our cash and investments were measured using level one inputs.

10. SUBSEQUENT EVENTS

On October 12, 2010 the Bulgarian Council of Ministers granted to the Company a permit for the exploration and prospecting of oil and natural gas properties known as the Vranino Blocks.

On November 10, 2010, the Company issued 200,000 restricted shares at a deemed price of $0.50 per share to a consultant pursuant to the terms of a consulting agreement.

On November 10, 2010, the Company issued 170,000 restricted shares at a deemed price of $0.50 per share to a consultant pursuant to the terms of a consulting agreement.

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, 2010 and 2009 should be read in conjunction with our unaudited interim financial statements and related notes for the nine months ended September 30, 2010 and 2009. 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 currently 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 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.

Recent Events

Effective January 15, 2010, we entered into debt settlement agreements with ten offshore investors whereby we issued an aggregate of 374,448,910 shares of common stock, at a deemed price of $0.001 per share (1,248,163 shares at a deemed price of $0.30 per share on a post March 24, 2010 reverse split basis) in settlement of certain debt obligations. As part of the settlement, the Company received a 50% working interest in an exploration oil and gas property covering 80 acres in Saskatchewan, Canada.

On May 11, 2010 the Company entered into an Assignment Agreement with Canadian Rigger Energy Inc. ("Canadian Rigger") whereby the Company assigned one-half of its 50% working interest in this property to Canadian Rigger, bringing the Company's position in the property to a 25% working interest. The portion of the Company's working interest was sold in consideration for an aggregate of 750,000 Canadian Rigger shares at a deemed price of CAD$0.10 per share for an aggregate deemed consideration of approximately CAD$75,000.

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 $500,000. Further, we expect to spend approximately $150,000 in the next 12 months in office and general expenses, as well as approximately $300,000 in professional, consulting and management fees.

Estimated Capital Costs

Based on our current plan of operations as set forth above, we estimate that we will require approximately $950,000 to pursue our plan of operations over the next 12 months. As at September 30, 2010, we had cash of $5,742 and a working capital deficit of $147,250. 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, 2010 as well as for the nine month periods ended September 30, 2010 and 2009.

	Cumulative Amounts From Inception May 4, 2006 to September 30, 2010	Three Months Ended September 30, 2010	Three Months Ended September 30, 2009	Nine Months Ended September 30, 2010		Nine Months Ended September 30, 2009

REVENUE
Oil and gas	$1,619,047	$ -	$91,672		$ -	$377,859

DIRECT COSTS
Depletion	1,235,574	-	155,285		-	473,356
Operating expenses	1,140,050	-	81,360		-	259,728

	(756,577)	-	(144,973)		-	(355,225)
EXPENSES
Office and general	700,010	22,021	8,570		69,864	111,423
Depreciation	3,591	458	305		1,056	913
Exploration expenses	308,534	-	-		-	-
Foreign exchange gain (loss)	118,883	133	(1,920)		2,684	(8,408)
Professional fees	888,905	5,396	38,982		95,021	90,741
Consulting	1,651,577	9,503	108,418		112,117	275,852
Investor relations	871,363	1,474	8,705		8,102	10,094
Management fees	631,638	-	3,000		-	63,000
Travel	174,551	337	224		8,200	2,767
Stock-based compensation	2,276,026	168,072	-		331,072	-

	(7,625,078)	(207,394)	(166,284)		(628,116)	(546,382)

Loss before other items and income taxes	(8,381,655)	(207,394)	(311,257)		(628,116)	(901,607)

OTHER ITEMS
Interest and other revenue	100,185	15,766	8,992		57,836	16,273
Unrealized gain on the marketable securities	4,434	4,434	-		4,434	-
Gain on sale of oil and gas properties	381,166	-	-		-	-
Loss on sale of disposal of properties	(53,869)	-	-		-	-
Loss on write-down of promissory note	(254,997)	-	-		-	-
Write off oil and gas costs	(4,207,118)	-	-		-	(179,802)

Loss before income tax	(12,411,854)	(187,194)	(302,265)		(565,846)	(1,065,136)

Future income tax recovery	291,060	-	-		-	-

Net loss for the period	(12,120,794)	(187,194)	(302,265)		(565,846)	(1,065,136)

OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment	217,185	(63)	13,076		(12,259)	17,365

COMPREHENSIVE LOSS	$(11,903,609)	$(187,257)	$(289,189)		$ (578,105)	$(1,047,771)

Revenue

Our oil and gas revenue for the nine months ended September 30, 2010 was $nil, compared to $377,859 for the nine months ended September 30, 2009. This revenue is offset by direct costs of $nil in depletion and $nil in operating expenses for the nine months ended September 30, 2010, compared to $473,356 in depletion and $259,728 in operating expenses for the nine months ended September 30, 2009.

Expenses

Our primary expense categories are described below:

Office and General Expenses

Our office and general expenses decreased to $69,864 for the nine months ended September 30, 2010 from $111,423 for the nine months ended September 30, 2009.

Professional Fees

Our professional fees increased to $95,021 for the nine months ended September 30, 2010 from $90,741 for the nine months ended September 30, 2009.

Consulting Expenses

Our consulting expenses decreased to $112,117 for the nine months ended September 30, 2010 from $275,852 for the nine months ended September 30, 2009.

Investor Relations Expenses

Our investor relations expense for the nine months ended September 30, 2010 decreased to $8,102 compared to $10,094 for the nine months ended September 30, 2009.

Management Fees

Our management fees decreased to $nil for the nine months ended September 30, 2010 from $63,000 for the nine months ended September 30, 2009 as a result of a change in directors.

Stock-Based Compensation Expenses

Our stock-based compensation expenses increased to $8,200 for the nine months ended September 30, 2010 from $nil for the nine months ended September 30, 2009 because stock-based compensation was provided to our consultants during the nine months ended September 30, 2010.

Loss

Our net loss before other items and taxes for the nine months ended September 30, 2010 was $565,846, compared to $1,065,136 for the nine months ended September 30, 2009. Our comprehensive loss for the nine months ended September 30, 2010 was $578,105, compared to $1,047,771 for the nine months ended September 30, 2009.

Liquidity and Capital Resources

	As at September 30, 2010 (Unaudited)	As at December 31, 2009 (Audited)
Cash	$5,742	$4,414
Working capital (deficit)	(147,250)	(349,012)
Total assets	217,125	65,373
Total liabilities	160,285	361,406
Shareholders' equity (deficiency)	56,840	(296,033)

We anticipate that we will require approximately $950,000 to pursue our plan of operations over the next 12 months. As at September 30, 2010, we had cash of $5,742 and a working capital deficit of $147,250. Consequently, we will require additional financing to pursue our plan of operations over the next 12 months. There can be no assurance that we will obtain any additional financing in the amounts required or on terms favorable to us. If we are unable to obtain additional financing, we may have to re-evaluate or abandon our business activities and plan of operations.

Cash Used in Operating Activities

Net cash used in operating activities in the nine months ended September 30, 2010 was $87,629, compared to $319,010 in the nine months ended September 30, 2009.

Cash Flow from Investing Activities

Net cash from investing activities in the nine months ended September 30, 2010 was $(43,629), compared to $195,284 used in investing activities in the nine months ended September 30, 2009.

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, 2010, we received cash of $144,845, compared to $83,000 in the nine months ended September 30, 2009 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 and our principal financial officer, is responsible for establishing and maintaining disclosure controls and procedures for our company.

Management has evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2010 (under the supervision and with the participation of our principal executive officer and 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 concluded that our company's disclosure controls and procedures were effective as of September 30, 2010.

No Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

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

Effective August 19, 2010 we issued 1,019,163 common shares pursuant to a private placement at a price of US$0.05 per share for gross proceeds of US$50,958. The shares were issued to seven subscribers. The Company relied on exemptions from registration under the United States Securities Act of 1933, as amended, provided by Regulation S, based on representations and warranties provided by the purchasers of the shares.

Effective August 19, 2010 we issued 71,428 common shares pursuant to a private placement at a price of US$0.21 per share for gross proceeds of US$15,000. The shares were issued to one subscriber. The Company relied on exemptions from registration under the United States Securities Act of 1933, as amended, provided by Regulation S, based on representations and warranties provided by the purchaser of the shares.

Effective November 10, 2010 we issued 200,000 common shares at a deemed price of $0.50 in connection with a consulting agreement. The shares were issued to one person resident in the United States. The Company relied on exemptions from registration under the United States Securities Act of 1933, as amended, provided by Rule 506 of Regulation D, based on representations and warranties provided by the consultant.

Effective November 10, 2019 we issued 170,000 common shares at a deemed price of $0.50 in connection with a consulting agreement. The shares were issued to one person resident in the United States. The Company relied on exemptions from registration under the United States Securities Act of 1933, as amended, provided by Rule 506 of Regulation D, based on representations and warranties provided by the consultant.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Not applicable.

Item 5. Other Information

Item 6. Exhibits

Articles of Incorporation and By-laws
3.1	Articles of Incorporation⁽¹⁾
3.2	Bylaws⁽²⁾
3.3	Certificate of Change Effective August 31, 2009⁽⁷⁾
3.4	Certificate of Change Effective March 24, 2010⁽⁸⁾
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⁾
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	Park Place Energy Corp. 2007 Stock Option Plan, as amended June 2009⁽¹⁰⁾
10.20	Purchase and Sale Agreement dated February 15, 2008 among the Company, Panther Minerals Inc. and Brasam Extracao Ltda.⁽³⁾
10.21	Amended Management Services Agreement dated April 10, 2008 between the Company and David Stadnyk ⁽⁵⁾
10.22	Termination Agreement regarding the Worsley Area Properties between the Company and Bounty Developments Ltd. dated June 25, 2008⁽⁶⁾
10.23	Termination Agreement regarding the Atlee Buffalo Area Properties between the Company and Bounty Developments Ltd. dated June 25, 2008⁽⁶⁾
10.24	Offer to Purchase Agreement regarding the Kerrobert Area Properties between the Company and True Energy Inc. dated June 25, 2008⁽⁶⁾
10.25	Purchase and Sale Agreement between the Company and Brasam Extracao Minerals Ltda. dated June 26, 2008⁽⁶⁾
10.26	Petroleum and Natural Gas Lease dated July 24, 2008⁽⁶⁾
10.27	Termination Agreement regarding the Cecil (Eureka) Area Properties between the Company and Bounty Developments Ltd. dated March 30, 2009⁽⁶⁾
10.28	Seismic Earning Agreement dated August 19, 2009⁽⁷⁾
10.29	Purchase and Sale Agreement dated September 16, 2009⁽⁹⁾
10.30	Notice of Assignment⁽⁹⁾
10.31	Assignment Agreement dated May 11, 2010 with Canadian Rigger Energy Inc.⁽¹¹⁾
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 and Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended⁽¹²⁾
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽¹²⁾

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 form our Current Report on Form 8-K, filed with the SEC on March 29, 2010.
(9)	Incorporated by reference form our Current Report on Form 8-K, filed with the SEC on November 11, 2009.
(10)	Incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on April 15, 2010.
(11)	Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on May 25, 2010.
(12)	Filed herewith.

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:        "David Johnson"
              David Johnson
              President, Chief Executive Officer, Secretary,
              Treasurer and a Director
              (Principal Executive Officer and Principal Financial Officer)
              Date: November 12, 2010