0001683168-18-002767.txt : 20180917 0001683168-18-002767.hdr.sgml : 20180917 20180917082127 ACCESSION NUMBER: 0001683168-18-002767 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180831 FILED AS OF DATE: 20180917 DATE AS OF CHANGE: 20180917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PATRIOT GOLD CORP CENTRAL INDEX KEY: 0001080448 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 860947048 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-32919 FILM NUMBER: 181072470 BUSINESS ADDRESS: STREET 1: 3651 LINDELL ROAD SUITE D165 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 702-456-9565 MAIL ADDRESS: STREET 1: 3651 LINDELL ROAD SUITE D165 CITY: LAS VEGAS STATE: NV ZIP: 89103 FORMER COMPANY: FORMER CONFORMED NAME: NORTHERN OSTRICH CORP DATE OF NAME CHANGE: 20010612 10-Q 1 patriotgold_10q-083118.htm FORM 10-Q

 

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the Quarterly Period Ended August 31, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

 

For the transition period from _____________ to _____________

 

Commission file number 000-32919

 

PATRIOT GOLD CORP.

(Exact name of registrant as specified in its charter)

   

3651 Lindell Road, Suite D165

Las Vegas, Nevada 89103

(Address of principal executive offices) (Zip Code)

 

(702) 456-9565

(Registrant's telephone number, including area code)

 

________________________________________________________

(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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes   ☐ 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 (§232.405 of this chapter) 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large accelerated filer  Accelerated filer 
Non-accelerated filer  (Do not check if a smaller reporting company) Smaller reporting company 
  Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.

 

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

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 58,408,854 shares of common stock, $0.001 par value, issued and outstanding as of September 12, 2018.

 

 

   

 

 

TABLE OF CONTENTS

 

PART I –   FINANCIAL INFORMATION   3
         
PART II –   OTHER INFORMATION   3
         
Item 1.   Legal Proceedings   3
         
Item 1A.   Risk Factors (not applicable)   3
         
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds   3
         
Item 3.   Defaults Upon Senior Securities   3
         
Item 4.   Mine Safety Disclosures   3
         
Item 5.   Other Information   3
         
Item 6.   Exhibits   4
         
Signatures       5

 

 

 

 

 

 

 

 

 

 

 2 

 

 

PART I

 

FINANCIAL INFORMATION

 

Pursuant to Regulation 13A Reports of Issuers of Securities Registered Pursuant to Section 12 (Reg. §240.13a-13 (c )(2)(i)(ii)), the Company is not required to file Part I - Financial Information for the period ending August 31, 2018 for the following reasons:

 

a) The registrant is not in the production state but is engaged primarily in the exploration for the development of mineral deposits other than oil, gas or coal; and

 

b) The registrant has not been in production during the current fiscal year or the two years immediately prior thereto; and

 

c) The registrant has not received any receipts from the sale of mineral products or from the operations of mineral producing properties.

 

PART II

 

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None  

 

ITEM 1A. RISK FACTORS

 

N/A

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

N/A

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K require certain mine safety disclosures to be made by companies that operate mines regulated under the Federal Mine Safety and Health Act of 1977. However, the requirements of the Act and Item 104 of Regulation S-K do not apply as the Company does not engage in mining activities. Therefore, the Company is not required to make such disclosures.

 

ITEM 5. OTHER INFORMATION

 

None 

 

 

 

 3 

 

 

ITEM 6. EXHIBITS

 

INDEX TO EXHIBITS

 

Exhibit

No.

  Description
     
31.1   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.
     
32.1*   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act.

 

 

*       Pursuant to Regulation 13A Reports of Issuers of Securities Registered Pursuant to Section 12 (Reg. §240.13a-13 (c)(2)(i)(ii)), the Company is not required to file Part I - Financial Information for the period ending August 31, 2018 and therefore is not required to file Exhibit 32.1 herewith.

 

 

 

 

 

 

 

 

 

 4 

 

 

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.

 

 

Dated: September 17, 2018

 

PATRIOT GOLD CORP.

 

By:   /s/ Trevor Newton

       Trevor Newton

       Chief Executive Officer and President

 

 

 

 

 

 

 

 

 

 

 

 5 

EX-31.1 2 patriotgold_10q-ex3101.htm CERTIFICATION

EXHIBIT 31.1

 

CERTIFICATION

I, Trevor Newton, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of Patriot Gold Corp.;

 

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

           

 

 

Dated: September 17, 2018

 

 

       
           
By: /s/ Trevor Newton        
  Trevor Newton        
 

Chief Executive Officer,

President, Treasurer and Secretary

(Principal Executive Officer and Principal Financial Officer)