S-8 POS 1 forms8092203.txt As filed with the Securities and Exchange Commission on September 22, 2003 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PATRIOT GOLD CORP. -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Nevada -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 86-0947048 -------------------------------------------------------------------------------- (I.R.S. Employer Identification No.) 102 Donaghy Avenue North Vancouver, B.C. V7P 2L5, Canada -------------------------------------------------------------------------------- (Address of Principal Executive Offices) 2003 Stock Option Plan as amended to include 3,000,000 additional shares -------------------------------------------------------------------------------- (Full Title of the Plan) Holladay Stock Transfer, Inc. 2939 North 67th Place Scottsdale, Arizona 85251 -------------------------------------------------------------------------------- (Name and Address of Agent for Service) (480) 481-3940 -------------------------------------------------------------------------------- (Telephone number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Title of Securities To Proposed Amount To Maximum Offering Maximum Aggregate Amount of Be Registered Be Registered Price Per Share (2) Offering Price Registration Fee ------------------------- ---------------------- ----------------------- ---------------------- ---------------------- Common Stock, par value 3,000,000 (1) $1.90 $5,700,000 $461.13 $.001 per share ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) Represents shares of common stock reserved for issuance pursuant to options available for grant under the Registrant's Amended 2003 Stock Option Plan, which shares have been made available pursuant to an increase in the total authorized shares under said Plan from 2,546,000 to 5,546,000 shares. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low bid price of the common stock on the Over-the-Counter Bulletin Board on September 19, 2003. EXPLANATORY NOTE: Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"), an information statement will be distributed to holders of options granted under the Patriot Gold Corp. (f/k/a Northern Ostrich Corp.) Amended 2003 Stock Option Plan. The information statement and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of the Form S-8 Registration Statement referred to below constitute a prospectus that meets the requirements of the Securities Act. INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT Except as modified herein, the contents of the Registrant's Registration Statement on Form S-8, Registration No. 333-105691, are incorporated by reference herein. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters in connection with the issuance of the shares of common of the Registrant being registered hereby are being passed upon by Ehrenreich Eilenberg & Krause, 11 East 44th Street, New York, NY 10017, counsel to the Registrant. David Lubin, a member of such firm, directly owns 40,000 shares of common stock of the Registrant. ITEM 8. EXHIBITS 3.1 Registrant's Restated Articles of Incorporation* 3.2 Registrant's Bylaws ** 4.1 Patriot Gold Corp. 2003 Stock Option Plan*** 4.2 Form of Stock Option Agreement*** 5.1 Opinion of Ehrenreich Eilenberg & Krause LLP as to the legality of the securities being registered 23.1 Consent of Ehrenreich Eilenberg & Krause LLP (included in Exhibit 5.10 23.2 Consent of Robison, Hill & Co. 24.1 Power of Attorney (Contained on the signature page of this Registration Statement) * Previously filed with the Registrant's Information Statement on Schedule 14C on May 8, 2003. ** Previously filed with the Registrant's SB-2 on August 8, 1999, SEC File Number 99685236. *** Previously filed with the Registrant's Form S-8 on May 30, 2003, SEC File Number 333-105691. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Abbotsford, Canada, on September 22, 2003. PATRIOT GOLD CORP. By: /s/ Ronald C. Blomkamp ---------------------------------- Ronald C. Blomkamp, Chairman, President, Chief Executive Officer, Secretary and Treasurer POWER OF ATTORNEY KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ronald C. Blomkamp with the power of substitution, his attorney-in-fact, to sign any amendments to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that his substitute, may do or choose to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated. SIGNATURE TITLE DATE ----------------------- -------------------------- ------------------ /s/ Ronald C. Blomkamp Chairman, President, Chief September 22, 2003 _______________________ Executive Officer, Secretary Ronald C. Blomkamp and Treasurer, Director (principal executive officer, principal financial officer and principal controller) /s/ Robert A. Sibthorpe _______________________ Director September 22, 2003 Robert A. Sibthorpe /s/ Robert D. Coale _______________________ Robert D. Coale Director September 22, 2003