Placer Gold Corp.(fka PGCR)

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PGCR.PK > SEC Filings for PGCR.PK > Form 10-Q on 4-Jan-2010 All Recent SEC Filings

Form 10-Q for PLACER GOLD CORP.

4-Jan-2010

Quarterly Report

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
We were incorporated in the state of Nevada on August 23, 2004. We have started operations. We have not generated revenues from operations, but must be considered a start-up business. Our statutory registered agent in Nevada: The Corporation Trust Company of Nevada, 6100 Neil Road Suite 500, Reno, Nevada 89511 From the proceeds of our offering, we subleased office space to commence operations. Our telephone number is (323)-356-7777.

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

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

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

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

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

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

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

President - Peter Sterling
Secretary/Treasurer - Peter Sterling
Vice-President - Edward M. Lawson

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

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

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

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

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

Current Directors are;

President - Peter Sterling
Secretary/Treasurer - Peter Sterling
Vice-President - Kelvin Williams

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



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ALASKA GOLD PROJECTS RELINQUISHED

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

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

RENEWABLE WIND ENERGY

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

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

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

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

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

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

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

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

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



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

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

Plan of Operations

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

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

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

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

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

POTENTIAL GOVERNMENT GRANTS; The JV has made technology grant applications in a number of States and anticipates procuring turbine development funding from one or more of these sources in 2010.
We are an emerging resources exploration and renewable energy development corporation and have begun commercial operations but have not yet generated revenues from our business operations and do not expect to do so for some time.

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

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



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

We intend to accomplish the foregoing through the following milestones:

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

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

3) We will pursue new wind turbine developments.

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

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

Limited operating history; need for additional capital

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

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

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

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

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

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



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

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

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

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

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

Accounts payable

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

Liquidity and capital resources

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

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

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

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

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



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Recent accounting pronouncements

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

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

Critical accounting policies and estimates

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