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EXCEL - IDEA: XBRL DOCUMENT - Rise Gold Corp.Financial_Report.xls
EX-31.1 - CEO CERTIFICATION PURSUANT TO RULE 13A-14(A) OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Rise Gold Corp.exhibit311.htm
EX-31.2 - CFO CERTIFICATION PURSUANT TO RULE 13A-14(A) OR 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. - Rise Gold Corp.exhibit312.htm
EX-32.2 - CFO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - Rise Gold Corp.exhibit322.htm
EX-32.1 - CEO CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - Rise Gold Corp.exhibit321.htm



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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

For the quarterly period ended October 31, 2013


o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission File Number: 333-149299


PATRIOT MINEFINDERS INC.

(Exact name of registrant as specified in its charter)


Nevada

 

30-0692325

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification Number)

 

700-510 West Hastings Street

Vancouver, BC, V6B1L8

(Address of principal executive offices)

(619) 688-6505

Registrant’s telephone number, including area code:



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 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.  [ X ] 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). Not Applicable.


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” and smaller reporting Company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o

Accelerated filer o

Non-accelerated filer o  (Do not check if a smaller reporting Company)

Smaller reporting Company x


Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). [X]Yes [] No


As of October 31, 2013 the Issuer had 63,400,000 shares of common stock issued and outstanding.












PART I-FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS.


The financial statements of Patriot Minefinders Inc. (formerly Atlantic Resource Inc.), (“We”, “Us”, the “Company”, or the “Registrant”) a Nevada corporation, included herein was prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended July 31, 2013, and all amendments thereto.





2















[patriot10q20131031001.jpg]


(An Exploration Stage Company)


FINANCIAL STATEMENTS

(Expressed in United States Dollars)

(Unaudited)


FOR THE PERIOD ENDED OCTOBER 31, 2013




3






PATRIOT MINEFINDERS INC

(AN EXPLORATION STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

PERIOD ENDED OCTOBER 31, 2013



INDEX TO FINANCIAL STATEMENTS:

 Page

 

 

Balance Sheets

5

 

 

Statements of Operations and Comprehensive loss

6

 

 

Statements of Cash Flows

7

 

 

Statements of Stockholders’ Equity

7

Notes to Unaudited Financial Statements

9-11








4






PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

BALANCE SHEETS

(Expressed in United States Dollars)

(Unaudited)


 

October 31, 2013

July 31, 2013

 

 

 

ASSETS

 

 

 

 

 

Current

 

 

Cash

$            238

$        10,146

Receivables

2,798

17,113

Prepayments

22,252

-

 

 

 

 

$25,288

$27,259

 

 

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

 

 

 

 

Current

 

 

Accounts payable and accrued liabilities

$     563,839

$     518,884

Due to related parties (Note 3)

67,100

67,100

 

 

 


630,939

585,984

 

 

 

Stockholders’ deficit

 

 

Capital stock, $0.001 par value, 1,680,000,000 shares authorized;

 

 

63,400,000 shares issued and outstanding (Note 4)

63,400

63,400

Additional paid-in-capital (Note 4)

269,800

269,800

Deficit accumulated during the exploration stage

(938,851)

(891,925)

 

 

 

 

(605,651)

(558,725)

 

 

 

 

$       25,288

$       27,259


Nature and continuance of operations (Note 1)








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



5





PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

(Unaudited)


 

 

 

For the three months ended

Cumulative During the Exploration Stage February 9, 2007 (inception) to October 31, 2013


 

 

 


October 31,  2013

 October 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Consulting

 

 

$    27,398

$    17,243

$       166,541

Filing and regulatory

 

 

1,031

9,981

40,400

Foreign exchange

 

 

(239)

-

(10,921)

General and administrative

 

 

8,686

29,605

121,335

Geological, mineral, and prospect costs

 

 

-

-

376,500 

Professional fees

 

 

9,577

3,933

126,191

Promotion and shareholder communication

 

 

473

21,553

118,805

 

 

 

 

 

 

Loss and comprehensive loss

 

 

$ (46,926)

$  (82,315)

$    (938,851)

 

 

 

 

 

 

Basic and diluted loss per common share

 

 

$     (0.00)

$     (0.00)

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 


63,400,000


61,800,000

 







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



6





PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

(Expressed in United States Dollars)

(Unaudited)


 

 

 

 


For the three months ended October 31, 2013

 

 For the three months ended October 31, 2012

 Cumulative During the Exploration Stage February 9, 2007 (inception) to October 31, 2013

 

 



 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net loss

$    (46,926)

$      (82,315)

$     (938,851)

Items not affecting cash:

 

 

 

Write-down of mineral properties

-

-

354,000

 

 

 

 

Non-cash working capital item changes:

 

 

 

Receivables

14,315

(2,849)

(2,798)

Prepayments

(22,252)

6,013

(22,252)

Accounts payables and accrued liabilities

44,955

78,201

563,839

 

 

 

 

Net cash used in operating activities

(9,908)

(950)

(46,062)

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITY

 

 

 

Mineral exploration

-

-

 (50,000)

 

 

 

 

Net cash provided by investing activities

-

-

(50,000)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITY

 

 

 

Common stock issued

-

-

29,200

Due to related parties

-

-

67,100

 

 

 

 

Net cash provided by investing activities

-

-

96,300

 

 

 

 

 

 

 

 

Change in cash for the period

(9,908)

(950)

238

 

 

 

 

Cash, beginning of period

10,146

1,930

-

 

 

 

 

Cash, end of period

$            238

$            980

$              238

 

 

 

 

Interest

$             -   

$                 -

$                   -

Income taxes

$             -   

$                 -

$                   -


There were no significant non-cash transactions for the period ended October 31, 2013 and 2012.



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





7





PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Expressed in United States Dollars)

(Unaudited)

 

Capital Stock

 

 

 

 


Number


Amount

Additional Paid-in-Capital


Deficit


Total

 

 

 

 

 

 

 

 

 

 

 

 

Balance as at February 9, 2007

-

$               -

$                  -

$                  -

$                    -

Private placement

60,800,000

60,800 

(31,600)

-

29,200

Loss for the period

 -

-

-   

(9,059)

(9,059)

 

 

 

 

 

 

Balance as at July 31, 2007

60,800,000

60,800

(31,600)

(9,059)

20,141

Loss for the year

 - 

-

-   

(23,857)

(23,857)

 

 

 

 

 

 

Balance as at July 31, 2008

60,800,000

60,800

(31,600)

(32,916)

(3,716)

Loss for the year

 - 

-

-   

(11,552)

(11,552)

 

 

 

 

 

 

Balance as at July 31, 2009

60,800,000

60,800

(31,600)

(44,468)

(15,268)

Loss for the year

 - 

-

-   

(16,911)

(16,911)

 

 

 

 

 

 

Balance as at July 31, 2010

60,800,000

60,800

(31,600)

(61,379)

(32,179)

Loss for the year

 - 

-

-   

(16,000)

(16,000)

 

 

 

 

 

 

Balance as at July 31, 2011

60,800,000

60,800

(31,600)

(77,379)

(48,179)

Stock issued for mineral property

1,000,000

1,000 

19,000

-

20,000

Loss for the year

 - 

-

-   

(134,757)

(134,757)

 

 

 

 

 

 

Balance as at July 31, 2012

61,800,000

61,800

(12,600)

(212,136)

(162,936)

Stock issued for mineral property

1,600,000

1,600 

282,400

-

284,000

Loss for the year

 - 

-

-   

(679,789)

(679,789)

 

 

 

 

 

 

Balance as at July 31, 2013

63,400,000

63,400

269,800

(891,925)

(558,725)

Loss for the period

 - 

-

-   

(46,926)

(46,926)

 

 

 

 

 

 

Balance as at October 31, 2013

63,400,000

$      63,400

$      269,800

$    (938,851)

$     (605,651)


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



8



PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED OCTOBER 31, 2013

(Unaudited)





1.

NATURE AND CONTINUANCE OF OPERATIONS


Atlantic Resources Inc. was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage. On March 29, 2012, Atlantic Resources Inc. merged with and into our wholly-owned subsidiary Patriot Minefinders Inc. (the “Company”), a Nevada corporation, to effect a name change from Atlantic Resources Inc. to Patriot Minefinders Inc.  The Company was formed solely for the change of name.  The Company announced a binding LOI on October 31, 2013 (Note 6) whereby it plans to acquire Wundr Software Inc. (“Wundr”), a technology company.  


The Company is in the early stages of exploration and as is common with any exploration company, it raises financing for its exploration and acquisition activities.  These condensed interim financial statements have been prepared on the going concern basis, which presumes that the Company will continue operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business.  The Company has incurred a loss of $46,926, for the three month period ended October 31, 2013 and has accumulated a deficit during the exploration stage of $938,851.  This raises substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


Management of the Company (“Management”) is of the opinion that sufficient financing will be obtained from external financing and further share issuances to meet the Company’s obligations.  At October 31, 2013, the Company has working capital deficiency of $605,651, which would not be sufficient to fund the current level of operations.  


2.

BASIS OF PREPARATION


Generally accepted accounting principles


The accompanying unaudited condensed interim financial statements have been prepared in conformity with generally accepted accounting principles of the United States of America (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for financial information with the instructions to Form 10-Q and Regulation S-K.  Results are not necessarily indicative of results which may be achieved in the future.  The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the year ended July 31, 2013 filed on October 29, 2013.  Certain information and footnote disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such SEC rules and regulations.


Recently Adopted and Recently Issued Accounting Standards


The Company reviewed significant newly issued accounting pronouncements and concluded that they are either not applicable to the Company’s business or that no material effect is expected on the financial statements as a result of future adoption.


Use of Estimates


The preparation of these condensed interim financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  Significant areas requiring



9



PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED OCTOBER 31, 2013

(Unaudited)




the use of estimates include the valuation allowance applied to deferred income taxes.  Actual results could differ from those estimates, and would impact future results of operations and cash flows.


3.

RELATED PARTY TRANSACTIONS


Key management personnel comprise of the Chief Executive Officer, Chief Financial Officer, and the Directors of the Company.  The remuneration of the key management personnel is as follows:


a)

Consulting fees of $14,382 (2012 - $15,000) to a company with a common director of the Company and $8,629 (2012 - $Nil) to a company controlled by the CEO of the Company.


As at October 31, 2013, included in due to related parties is $67,100 (July 31, 2013 - $67,100) representing advances made by a former director.  The advances are due on demand without interest.


As at October 31, 2013, due to related parties included in accounts payable and accrued liabilities is $429,557 (July 31, 2013 - $398,323) to current and former officers and companies controlled by directors and officers of the Company.  Of this amount, $306,438 (July 31, 2013 - $287,431) represents advances made by Skanderbeg Capital Partners Inc. (“Skanderbeg”), a company that advises the Company’s management and does promotional work for the Company.  Skanderbeg has made payments on behalf of the Company until such time as the Company is able to complete a financing.


Rent included in general and administration of $1,725 (2012 - $3,877) and consulting fees of $3,421 (2012 - $2,243) were paid and accrued to Skanderbeg.


4.

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL


There were no transactions during the period ended October 31, 2013.


During the year ended July 31, 2013:


The Company issued 1,600,000 restricted common shares with a value of $284,000 to two companies the Company entered in to mineral property option agreements with.  During the year ended July 31, 2013, both agreements were dropped and the value of the restricted common shares was written off to the statement of operations and comprehensive loss.


5.

SEGMENTED INFORMATION


The Company has one reportable segment, being the exploration and evaluation of resource properties.  


6.

ACQUISITION


On October 31, 2013, the Company entered in to a Binding Letter of Intent (“BLOI”) with Wundr.  Under the terms of the  BLOI, the Company would  acquire 100% of the issued and outstanding common shares of Wundr by completing the following:


a)

An obligation of the Company to cancel 10,000,000 restricted common shares;


b)

An obligation of a certain shareholder of the Company to transfer 5,000,000 restricted common shares to the current shareholders of Wundr;


c)

An obligation of the Company to raise $500,000 through the issuance of common shares on or before December 30, 2013;



10



PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED OCTOBER 31, 2013

(Unaudited)





6.

ACQUISITION (cont’d…)


d)

An obligation of the Company to issue 12,500,000 restricted common shares to the current shareholders of Wundr on or before December 30, 2013;


e)

An obligation of the Company to raise $1,7500,000 through the issuance of common shares on or before April 29, 2014; and


f)

An obligation of the Company to issue 42,500,000 restricted common shares to the current shareholders of Wundr on or before April 29, 2014.





11





ITEM 2.

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS


CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-Q AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.


Plan of Operation


As at October 31, 2013, we had a cash balance of $238, compared to a cash balance of $10,146 as of July 31, 2013. Our plan of operation for the next twelve months is to close the acquisition of Wundr and complete two tranches of a private placement.


We do not have sufficient funds to cover the anticipated administrative expenses, so we will require additional funding. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from loans from Skanderbeg.


If we are not successful in raising additional financing, we anticipate that we will not be able to proceed with the acquisition of Wundr.


Our current cash on hand will not be sufficient to continue as a reporting company as we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. If no other such opportunities are available and we cannot raise additional capital to sustain minimum operations, we may be forced to discontinue business.


Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very start-up technology companies ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include the following:


·

our ability to raise additional funding; and


·

our ability to close the Wundr acquisition.



We have not attained profitable operations and are dependent upon obtaining financing to pursue activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.




12





Results of Operations for Period Ending October 31, 2013


The following unaudited summary of our results of operations should be read in conjunction with our financial statements for the three month periods ended October 31, 2013 and 2012.


We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.


Results of Operations for the Three Months Ended October 31, 2013 and 2012


Our operating results for the three month periods ended October 31, 2013 and 2012 and the changes between those periods for the respective items are summarized as follows:



 

 

For the three months ended October 31, 2013

 

For the three months ended October 31, 2012

 

Change between three months ended October 31, 2013 and April 30, 2012

Revenue

$

Nil

$

Nil

$

Nil

Consulting

$

27,398

$

17,243

$

10,155

Filing and regulatory

$

1,031

$

9,981

$

 (8,950)

General and administrative

$

8,686

$

29,605

$

(20,919)

Foreign exchange

$

(239)

$

Nil

$

(239)

Professional fees

$

9,577

$

3,933

$

5,644

Promotion and shareholder communication

$

473

$

21,553

$

 (21,080)

Net loss

$

(46,926)

$

(82,315)

$

35,389


Our expenses decreased during the three month period ended October 31, 2013 compared to the same period in 2012 primarily as a result of the Company becoming less active while it searched for projects in the current period.


Liquidity and Capital Resources


Working Capital


 

 

At October 31, 2013

 

At July 31, 2013

 

Change between October 31, 2013 and July 31, 2013


Current Assets

$

25,288

$

27,259

$

 (1,971)

Current Liabilities

$

630,939

$

585,984

$

44,955

Working Capital/(Deficit)

$

(605,651)

$

(558,725)

$

 (46,926)




13





Cash Flows


 

 

For the three months ended October 31, 2013

 

For the three months ended October 31, 2012

 

Period from inception February 9, 2007 to October 31, 2013


Cash Flows (used in) Operating Activities

$

   (9,908)

$

 (950)

$

 (46,062)

Cash Flows provided by Investing Activities

$

 Nil

$

Nil

$

 (50,000)

Cash Flows provided by Financing Activities

$

 Nil

$

Nil

$

96,300

Net Increase(Decrease) in Cash During Period

$

(9,908)

$

   (950)

$

238


As of October 31, 2013, our current assets were $25,288 and our current liabilities were $630,939 and we had a working capital deficit of $605,651. Our unaudited financial statements report a net loss of $46,926 for the three months ended October 31, 2013 compared to our net loss of $82,315 for the same period in 2012 and a net loss of $938,851 for the period February 9, 2007 (inception) to October 31, 2013.


Off Balance Sheet Arrangements


The Company does not have any off-balance sheet arrangements.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not Applicable.


ITEM 4.

CONTROLS AND PROCEDURES.


Disclosure Controls and Procedures


The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a Company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.


As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our internal control over financial reporting was not effective as of April 30, 2013 because the following material weakness in internal control over financial reporting existed as of that date.


(i)

lack of segregation of incompatible duties due to insufficient personnel.


A material weakness is a deficiency or a combination of control deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.




14






Changes in Internal Control over Financial Reporting


The above noted deficiency in internal control was not reported in earlier financial statements as management thought that the lack of operations made up for these weaknesses.  Accordingly, there has been no change in the Company's internal control over financial reporting during the period ended April 30, 2013, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  However, as noted above, there has been a change in management's evaluation of those controls.


PART II-OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS.


None


ITEM 1A.

 RISK FACTORS.


Prior to making an investment decision investors should consider the investment risks set out below and those described elsewhere in this document, which are in addition to the usual risks associated with an investment in a business at an early stage of development. The directors of the Company consider the risks set out below to be the most significant to potential investors in the Company, but are not all of the risks associated with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Directors are currently unaware, or which they consider not to be material in relation to the Group's business, actually occur, the Group's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company’s securities could decline and investors may lose all or part of their investment.

 

Patriot Will Require Significant Amounts of Additional Capital in the Future

 

The Company has limited financial resources. The Company will have further capital requirements as it proceeds to acquire Wundr.

 

In addition, the Company may incur major unanticipated liabilities or expenses. There can be no assurance that the Company will be able to obtain necessary financing in a timely manner on commercially acceptable terms, if at all.

 

Volatile demand for scandium and other metals and the volatile prices for scandium and other metals may make it difficult or impossible for the Company to obtain debt financing or equity financing on commercially acceptable terms or at all. Failure to obtain such additional financing could result in delay or indefinite postponement of any acquisitions. If the acquisition of Wundr is delayed or cancelled, such delay or cancellation would have a material and adverse effect on the Company’s business, financial condition and results of operation.


Currency Risk

 

The Company maintains accounts in Canadian and American currency. The Company’s equity financings are sourced in Canadian dollars but for the most part it incurs its expenditures in local currencies or in US dollars. The Company’s operations are subject to foreign currency fluctuations and such fluctuations may materially affect the Company’s financial position and results. The Company does not engage in currency hedging activities.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


None.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.


None.




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ITEM 4.

(REMOVED AND RESERVED).


ITEM 5.    

OTHER INFORMATION.


On November 22, 2013, Patriot Minefinders Inc. issued a news release to announce the appointment of Fred Tejada as Chief Executive Officer and Director of the Company.  Concurrently, Mr. John LaGourgue resigned from the Board of Directors and as Chief Executive Officer effective November 19, 2013.

The Company’s current board of directors is comprised of Fred Tejada, Justin Blanchet, and Perparim Alikaj.

ITEM 6.

EXHIBITS.


(a)

The following exhibits are filed herewith:


31.1

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2

Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2

Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101.

 XBRL Instance Document.


101.

SCH  XBRL TaxonomyExtention Schema Document.


101.

CAL XBRL Taxonomy Extension Calculation Linkbase Document.


101.

LAB XBRL Taxonomy Extension Label Linkbase Document.


101.

PRE XBRL Taxonomy Extension Presentation Linkbase Document.


101.

DEF XBRL Taxonomy Extension Definition Linkbase Document.


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.




By: /s/ Fred Tejada

Fred Tejada, Chief Executive Officer


Date:  December 10, 2013




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