Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 30, 2024

☐ 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)

Nevada		86-0947048
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

401 Ryland St. Suite 180

Reno, Nevada, 89502

89502

(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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	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: 60,354,539 shares of common stock, $0.001 par value, issued and outstanding as of August 14, 2024.

TABLE OF CONTENTS

PART I –	FINANCIAL INFORMATION	1

Item 1.	Financial Statements	2

	Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023 (Audited)	2

	Consolidated Statements of Operations (Unaudited) for the six months ended June 30, 2024 and 2023 (Unaudited)	3

	Consolidated Statements of Stockholders’ Equity (Unaudited) for the six months ended June 30, 2024 and 2023 (Unaudited)	4

	Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (Unaudited)	5

	Consolidated Notes to (Unaudited) Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20

Item 4.	Controls and Procedures	20

PART II –	OTHER INFORMATION	21

Item 1.	Legal Proceedings	21

Item 1A.	Risk Factors (not applicable)	21

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

Signatures		22

PART I

FINANCIAL INFORMATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

THIS QUARTERLY REPORT ON FORM 10-Q, INCLUDING EXHIBITS HERETO, CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE FORWARD-LOOKING STATEMENTS ARE TYPICALLY IDENTIFIED BY THE WORDS “ANTICIPATES,” “BELIEVES,” “EXPECTS,” “INTENDS,” “FORECASTS,” “PLANS,” “ESTIMATES,” “MAY,” “FUTURE,” “STRATEGY,” OR WORDS OF SIMILAR MEANING. VARIOUS FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN THE FORWARD-LOOKING STATEMENTS, INCLUDING THOSE DESCRIBED IN “RISK FACTORS” IN OUR ANNUAL REPORT ON FORM 10-K. WE ASSUME NO OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT NEW INFORMATION, ACTUAL RESULTS, CHANGES IN ASSUMPTIONS, OR CHANGES IN OTHER FACTORS, EXCEPT AS REQUIRED BY LAW.

Item 1. Financial Statements

PATRIOT GOLD CORP.

CONSOLIDATED BALANCE SHEETS


	(Unaudited)			(Audited)
	June 30, 2024			December 31, 2023

ASSETS
Current assets:
Cash	$	1,008,888		$	1,701,720
Marketable securities		25,965			32,237
Royalty receivables, net of allowance for uncollectible receivables		269,704			358,645
Prepaid expenses		67,945			161,439
Total current assets		1,372,502			2,254,041

Long-term assets:
Deferred tax asset, net of valuation allowance		1,059,000			1,059,000
Total long-term assets		1,059,000			1,059,000

Total assets	$	2,431,502		$	3,313,041

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	14,648		$	39,229
Accounts payable and accrued liabilities – related parties		251,427			238,836
Total current liabilities		266,075			278,065

Commitments and contingencies		–			–

Stockholders' equity:
Preferred stock, par value $.001; 6,500,000 shares authorized; no shares issued at June 30, 2024 and December 31, 2023, respectively		–			–
Series A Preferred stock, par value $.001; 13,500,000 shares authorized; 290,000 shares issued at June 30, 2024 and December 31, 2023, respectively		290			290
Common stock, par value $.001; 400,000,000 shares authorized; 61,354,539 and 69,354,539 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		61,355			69,355
Treasury stock (100,000 shares)		(9,093	)		(9,093	)
Additional paid-in capital		28,208,259			28,200,259
Common shares to be issued		22,400			22,400
Accumulated other comprehensive income (loss)		(15,480	)		(15,414	)
Accumulated deficit		(26,102,304	)		(25,232,821	)
Total stockholders' equity		2,165,427			3,034,976

Total liabilities and stockholders' equity	$	2,431,502		$	3,313,041

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

PATRIOT GOLD CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023

Revenues (see Note 4)	$	–		$	427,299		$	361,523		$	920,585

Expenses:
Mineral costs		34,236			72,067			352,562			103,791
Consulting expense		111,259			136,544			239,923			259,731
Directors Fees		52,500			52,500			105,000			105,000
General and administrative		318,364			49,836			568,782			98,598
Total operating expense		516,359			310,947			1,266,267			567,120

Net income (loss) from operations		(516,359	)		116,352			(904,744	)		353,465

Other income (expense):
Unrealized holding gain (loss) on marketable securities		(6,625	)		(4,025	)		(7,033	)		(14,586	)
Currency exchange		396			(1,676	)		1,241			(2,357	)
Other miscellaneous income		20,213			169			41,053			290
Total other income (expense)		13,984			(5,532	)		35,261			(16,653	)

Net income (loss)		(502,375	)		110,820			(869,483	)		336,812

Other comprehensive income (loss)
Foreign currency translation adjustment		48			(158	)		(66	)		(393	)
Comprehensive income (loss)	$	(502,327	)	$	110,662		$	(869,549	)	$	336,419

Earnings per share, basic and diluted:
Income (loss) per common share - basic	$	(0.01	)	$	0.00		$	(0.01	)	$	0.00
Income (loss) per common share - diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	0.00

Weighted average shares outstanding - basic		61,354,539			75,922,752			61,398,495			76,321,720
Weighted average shares outstanding - diluted		61,354,539			75,922,752			61,398,495			76,321,720

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

PATRIOT GOLD CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Series A																Common		Accumulated
	Preferred Stock				Common Stock									Additional			Shares		Other
			Par					Par			Treasury			Paid-In			To be		Comprehensive			Retained
	Shares		Value		Shares			Value			Stock			Capital			Issued		Income			Deficit			Total
For the 3 months ended June 30, 2023

Balance March 31, 2023		290,000	$	290		74,491,580		$	74,492		$	(9,093	)	$	28,728,928		$	22,400	$	(16,302	)	$	(25,089,808	)	$	3,710,907
Stock Repurchase		–		–		(1,041,893	)		(1,042	)		–			(64,493	)		–		–			–			(65,535	)
Net income and comprehensive income		–		–		–			–			–			–			–		(158	)		110,820			110,662

Balance June 30, 2023		290,000	$	290		73,449,687		$	73,450		$	(9,093	)	$	28,664,435		$	22,400	$	(16,460	)	$	(24,978,988	)	$	3,756,034

For the 6 months ended June 30, 2023

Balance December 31, 2022		290,000	$	290		77,841,893		$	77,842		$	(9,093	)	$	29,230,625		$	22,400	$	(16,067	)	$	(25,315,800	)	$	3,990,197
Stock Repurchase		–		–		(4,392,206	)		(4,392	)		–			(566,190	)		–		–			–			(570,582	)
Net income and comprehensive income		–		–		–			–			–			–			–		(393	)		336,812			336,419

Balance June 30, 2023		290,000	$	290		73,449,687		$	73,450		$	(9,093	)	$	28,664,435		$	22,400	$	(16,460	)	$	(24,978,988	)	$	3,756,034

For the 3 months ended June 30, 2024

Balance March 31, 2024		290,000	$	290		61,354,539		$	61,355		$	(9,093	)	$	28,208,259		$	22,400	$	(15,528	)	$	(25,599,929	)	$	2,667,754

Net loss and comprehensive loss		–		–		–			–			–			–			–		48			(502,375	)		(502,327	)

Balance June 30, 2024		290,000	$	290		61,354,539		$	61,355		$	(9,093	)	$	28,208,259		$	22,400	$	(15,480	)	$	(26,102,304	)	$	2,165,427

For the 6 months ended June 30, 2024

Balance December 31, 2023		290,000	$	290		69,354,539		$	69,355		$	(9,093	)	$	28,200,259		$	22,400	$	(15,414	)	$	(25,232,821	)	$	3,034,976

Stock cancellation		–		–		(8,000,000	)		(8,000	)		–			8,000			–		–			–			–

Net loss and comprehensive loss		–		–		–			–			–			–			–		(66	)		(869,483	)		(869,549	)

Balance June 30, 2024		290,000	$	290		61,354,539		$	61,355		$	(9,093	)	$	28,208,259		$	22,400	$	(15,480	)	$	(26,102,304	)	$	2,165,427

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

PATRIOT GOLD CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six Months Ended June 30,
	2024			2023

Net Income (loss)	$	(869,483	)	$	336,812
Adjustments to reconcile net income to net cash provided by operating activities:
Fair value adjustment for marketable securities		6,272			14,314
Change in operating assets and liabilities:
Royalties receivables		88,941			509,519
Prepaid expenses		93,493			53,252
Accounts payable and accrued liabilities		(24,580	)		(16,522	)
Accounts payable and accrued liabilities – related parties		12,591			(105,900	)
Net cash flows provided by (used in) operating activities		(692,766	)		791,475

Cash flows from investing activities:
Net cash flows from investing activities		–			–

Cash flows from financing activities:
Payment for repurchase of shares		–			(570,581	)
Net cash flows used in financing activities		–			(570,581	)

Foreign exchange effect on cash		(66	)		(393	)

Net increase (decrease) in cash		(692,832	)		220,501
Cash, beginning of year		1,701,720			2,157,336
Cash, end of year	$	1,008,888		$	2,377,837

Supplemental disclosure of cash paid for:
Interest	$	–		$	–
Income taxes	$	–		$	–

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

PATRIOT GOLD CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Patriot Gold Corp. (“Company”) was incorporated in the State of Nevada on November 30, 1998. The Company is engaged in natural resource exploration and is focused on acquiring, exploring, and developing natural resource properties. Currently the Company is undertaking programs in Nevada. The Company’s common stock trades on the Canadian Securities Exchange under the symbol PGOL, and also on the Over-The-Counter market under the symbol PGOL.

On May 23, 2017, the Company caused the incorporation of its wholly owned subsidiary, Patriot Gold Canada Corp (“Patriot Canada”), under the laws of British Columbia, Canada.

On April 16, 2010, the Company caused the incorporation of its wholly owned subsidiary, Provex Resources, Inc., (“Provex”) under the laws of Nevada. Effective May 7, 2018, Provex’s name was changed to Goldbase, Inc. (“Goldbase”).

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Goldbase and Patriot Gold Canada. Collectively, they are referred to herein as “the Company”. Inter-company accounts and transactions have been eliminated.

Management’s Estimates and Assumptions

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Management believes that all applicable estimates and adjustments are appropriate. Actual results could differ from those estimates.

Going Concern

Management believes they will have sufficient funds to support their business based on the following: (a) collection of revenues derived from the Moss royalty; (b) the Company's marketable securities are relatively liquid; (c) current cash on hand is sufficient to cover estimated minimum operational costs for the next 12 months.

Exploration and Development Costs

Mineral exploration costs and payments related to the acquisition of the mineral rights are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to acquire and develop such property will be capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. No costs have been capitalized through June 30, 2024.

Cash and Cash Equivalents

The Company considers all investment instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. The Company has no cash equivalents as of June 30, 2024 and December 31, 2023.

Marketable Securities

Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at costs with adjustments for observable changes in price or impairments (referred to as the measurement alternative). We currently do not have investments without readily determinable fair values. We perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in Other income (expense), net.

Royalties Receivables

Royalties Receivables consist of amounts due from Golden Vertex related to the net smelter return royalty on the Moss Mine in Arizona (see Note 4). An allowance for uncollectible receivables is based upon the amount of losses expected to be incurred in the collection of these royalties pursuant to the guidance outlined in ASU 2016-13, Financial Instruments – Credit Losses (ASC 326). This pronouncement replaces the former incurred loss methodology with an expected credit loss methodology that requires consideration of a broader range of information to estimate expected losses over the lifetime of the asset. Management’s evaluation process used to determine the appropriateness of the allowance is complex and requires the use of estimates, assumptions and judgements which are inherently subject to high uncertainty. The estimated losses are calculated based upon a review of the outstanding receivables, including the age of the receivable, historical collection experience and, as applicable, current conditions and forecasts that affect collectability. The estimate could require a change based on changing circumstances, including changes in the economy or changes specifically related to Golden Vertex. Specific receivables are written off against the allowance when management determines the account is uncollectible. As of June 30, 2024 and December 31, 2023, there was an allowance of $809,110 and $358,645, respectively.

Foreign Currency Translation

The Company’s functional currency and reporting currency is the U.S. dollar. Monetary items denominated in foreign currency are translated to U.S. dollars at exchange rates in effect at the balance sheet date and non-monetary items are translated at rates in effect when the assets were acquired, or obligations incurred. Revenue and expenses are translated at rates in effect at the time of the transactions. Foreign exchange gains and losses are included in the consolidated statements of operations.

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. The Company maintains the majority of its cash balances with two financial institutions in the form of demand deposits. Accounts at banks in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, while accounts at banks in Canada are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to $100,000. At June 30, 2024 and December 31, 2023, the Company had $867,299 and $1,475,743 in excess of the FDIC and CDIC insured limits, respectively.

Income/Loss per Share

Basic earnings per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares plus dilutive potential common shares outstanding during the period.

As of June 30, 2024 and 2023, all of the outstanding stock options and warrants were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s income from continuing operations.

Comprehensive Income

Comprehensive income consists of net income and other gains and losses affecting shareholders’ equity that, under generally accepted accounting principles, are excluded from net income. For the Company, such items consist primarily of foreign currency translation gains and losses.

Stock Options

The Company measures all employee stock-based compensation awards using a fair value method on the date of grant and recognizes such expense in its consolidated financial statements over the requisite service period. The Company uses the Black-Scholes pricing model to determine the fair value of stock-based compensation awards on the date of grant. The Black-Scholes pricing model requires management to make assumptions regarding option lives, expected volatility, and risk-free interest rates.

The Company accounts for non-employee stock-based awards in accordance with the Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): Under this standard, the Company values all equity classified awards at their grant-date under ASC718.

Stock-based Compensation

The Company accounts for equity-based transactions with nonemployees awards in accordance with the Accounting Standards Update (ASU) 2018-07,Compensation—Stock Compensation (Topic 718): ASU 2018-07 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

The Company has granted Restricted Common Stock, where the Restricted Common Stock is restricted for a period of three years following the date of grant. During the three-year period the recipient may not sell or otherwise dispose of the shares. The Company has applied a discount for illiquidity to the price of the Company’s stock when determining the amount of expense to be recorded for the Restricted Common Stock issuance. The discount for illiquidity for the Restricted Common Stock was estimated on the date of grant by taking the average close price of the freely traded common shares for the period in which the services were provided, and applying an illiquidity discount of 10% for each multiple that the total Restricted Common Stock is of the average daily volume for the period, to a maximum of 50%.

Fair Value of Financial Instruments

The carrying value of the Company's financial instruments, including prepaids, accounts payable and accrued liabilities, at June 30, 2024 and December 31, 2023 approximates their fair values due to the short-term nature of these financial instruments. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The Company carries other company’s equity instruments at fair value as required by U.S. GAAP, which are valued using level 1 inputs under the fair value hierarchy.

In general, investments with original maturities of greater than 90 days and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year may also be classified as short-term based on their highly liquid nature and can be sold to fund current operations.

Fair Value Hierarchy

Fair value is defined within the accounting rules as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The rules established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:

Level 1. Quoted prices in active markets for identical assets or liabilities.

Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include non-binding market consensus prices that can be corroborated with observable market data, as well as quoted prices that were adjusted for security-specific restrictions.

Level 3. Unobservable inputs to the valuation methodology are significant to the measurement of the fair value of assets or liabilities. These Level 3 inputs also include non-binding market consensus prices or non-binding broker quotes that we were unable to corroborate with observable market data.

Assets measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:


	Fair Value Measurement at				Fair Value Measurement at
	June 30, 2024				December 31, 2023
	Using Level 1		Total		Using Level 1		Total
Assets:
Equity securities with readily determinable fair values	$	25,965	$	25,965	$	32,237	$	32,237

Revenue Recognition

The Company has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company receives a royalty from Golden Vertex of 3% of net smelter returns (see Note 3) and recognizes revenue at the time minerals are produced and sold at the Moss Mine. The Company’s revenue recognition policy standards include the following elements under ASU 606:

	1.	Identify the contract with the customer. The contract with Golden Vertex is documented in the Purchase and Sale Agreement dated 5/12/16 and the Royalty Deed dated 5/25/16.

	2.	Identify the performance obligations in the contract. The performance obligation in the contract required Patriot to relinquish its 30% interest in the Moss Mine. The Company conveyed all of its right, title and interest in those certain patented and unpatented lode mining claims situated in the Oatman Mining District, Mohave County, Arizona together with all extralateral and other associated rights, water rights, tenements, hereditaments and appurtenances belonging or appertaining thereto, and all rights-of-way, easements, rights of access and ingress to and egress from the claims appurtenant thereto, and in which the Company had any interest.

	3.	Determine the transaction price. The transaction price was C$1,500,000 plus 3% of the Net Smelter Returns on the future production of the Moss Mine. See Note 3 for definition of Net Smelter Returns.

	4.	Allocate the transaction price to the performance obligations in the contract. The Company only has one performance obligation, the transfer of the rights to the Moss Mine, which has already been fulfilled.

	5.	Recognize revenue when (or as) the entity satisfies a performance obligation. The C$1,500,000 was recognized as a sale of the mining rights in 2016, resulting in a gain from the disposition of the property. The 3% net smelter returns royalty are recognized as revenue in the period that Golden Vertex produces and sells minerals from the Moss Mine, which began in March 2018. The royalties that have been received to date have been highly variable, as the amounts are dependent upon the monthly production, the demand of the buyers, the spot price of gold and silver, the costs associated with refining and transporting the product, etc. As such, management has determined that the revenue recognition shall be treated as variable consideration as defined in ASC 606. Variable consideration should only be recognized to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Given the fact that royalties to date have been highly variable with a great degree of uncertainty, and any attempts to estimate future revenue would likely result in a significant reversal of revenue, royalty revenue will be recognized when payments and settlement statements are received from Golden Vertex, in the period for which the sales were made by Golden Vertex. It is at that time that any uncertainty related to royalty payments is resolved. The Company applied ASC 606 using the modified retrospective method applied to contracts not yet completed as of the date of adoption.

Related Party Transactions

A related party is generally defined as (i) any person who holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) an entity or person who directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Income Taxes

The Company follows ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

The Company adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty of income tax positions. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on derecognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures.

New Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – MINERAL PROPERTIES

Vernal Property

The Vernal Property is located approximately 140 miles east-southeast of Reno, Nevada on the west side of the Shoshone Mountains. The Company holds the property via 12 unpatented mining claims (approximately 248 acres). The Company has a 100% interest in the Vernal property, subject to an existing royalty. As of June 30, 2024, the Company has incurred approximately $100,967 of accumulated option and exploration expenses on the Vernal property. During the six months ended June 30, 2024 and 2023, the Company incurred exploration expenses on the Vernal property of $950 and $0, respectively.

Moss Mine Property

In 2004, the Company obtained a 100% interest in a number of patented and unpatented mining claims known as the Moss Mine property located in the Oatman Mining District of Mohave county Arizona. In 2011, the Company entered into an Exploration and Option to Enter Joint Venture Agreement (the “Moss Agreement”), with Idaho State Gold Company, LLC, (“ISGC”) whereby the Company granted the option and right to earn a vested seventy percent (70%) interest in the property and the right and option to form a joint venture for the management and ownership of the properties called the Moss Mine, Mohave County, Arizona. Subsequently, ISGC transferred its rights to Elevation Gold Mining Corporation. (“Elevation”), formerly known as Northern Vertex Mining Corporation. In 2016, it was determined that Northern Vertex had met the required conditions to earn an undivided 70% interest in the Moss Mine. As such, the Company entered into a material definitive Agreement for Purchase and Sale of Mining Claims and Escrow Instructions (the “Purchase and Sale Agreement”) with Golden Vertex Corp., an Arizona corporation (“Golden Vertex,” a wholly-owned Subsidiary of Northern Vertex) whereby Golden Vertex agreed to purchase the Company’s remaining 30% working interest in the Moss Mine for $1,155,600 (C$1,500,000) plus a 3% net smelter return (“NSR”) royalty. See Note 4 and Note 11 for additional information regarding the royalty from the Moss Mine.

Windy Peak Property

The Windy Peak Property, (“Windy Peak”) consists of 118 unpatented mineral claims covering approximately 2,360 acres, 3 miles NNE of the Bell Mountain and 7 miles east of the Fairview mining district in southwest Nevada. Annual maintenance fees paid to the BLM and recording fees must be paid to the respective county on or before September 1 of each year to keep the claims in good standing, provided the filings are kept current these claims can be kept in perpetuity. As of June 30, 2024, the company has incurred approximately $1,980,533 of exploration expenses on the Windy Peak Property, and $351,572 and $78,867 were spent for the six months ended June 30, 2024 and 2023, respectively.

Rainbow Mountain Property

The Rainbow Mountain gold project consisted of 81 unpatented lode claims totaling approximately 1,620 contiguous acres, located approximately 23 km southeast of Fallon, in the state of Nevada. In August, 2021, the Company relinquished these claims to the BLM and have completed the required reclamation work. The BLM has inspected and approved the reclamation work and as a result, the Company has received a refund of its reclamation deposit of $7,074, which is included in Other Income for the six months ended June 30, 2024.

NOTE 4 – ROYALTY INTERESTS

Pursuant to the Purchase and Sale Agreement with Golden Vertex, the Company has a 3% net smelter return royalty on the Moss Mine in Arizona.

Revenue recognition criteria is outline in Note 2 above. However, ASC 606-10-25-1(e) requires the Company to assess whether it is probable that it will collect substantially all of the revenue.

On August 1, 2024, Elevation, the parent company of Golden Vertex, announced its intention to file a petition under chapter 15 of the US Bankruptcy Code with the US Bankruptcy Court for the District of Arizona. As a result, it raises the question as to the collectability of Patriot’s earned royalties which remain outstanding. Therefore, no revenue has been recognized for the three months ended June 30, 2024, although $515,338 of royalties have been earned for the period. For the six months ended June 30, 2024 and 2023, the Company recognized royalties of $361,523 and $920,585, respectively. See Note 11 for additional information.

Pursuant to the Bruner Purchase and Sale Agreement with Canamex Resources (“Buyer”) dated April 25, 2017, the Company has a 2% NSR royalty on the Bruner Gold/Silver mine in Nevada, including any claims acquired within a two-mile area of interest around the existing claims. The Buyer has the option to buy-down half of the NSR royalty retained by Patriot for $5 million any time during a five-year period following closing of the purchase and sale agreement. As of June 30, 2024, no royalties have yet been earned.

In March 2019, the Company purchased a Vanadium Oxide royalty interest from a related party. In exchange for a non-refundable payment of $300,000, the Company is to receive royalties based on the gross production of Vanadium Oxide (“Vanadium”) from a bitumen deposit covering 19 oil sands leases in Alberta. For each barrel of bitumen produced from the specified oil sands until March 21, 2039, or upon termination of mining, whichever is earlier, the Company is to be paid a royalty equal to 25 grams of Vanadium per barrel of bitumen produced, multiplied by the price of Vanadium Pentoxide 98% min in-warehouse Rotterdam published on the last business day of the month in which the gross production of bitumen occurred. While management believes the royalty interest continues to have value, there is no defined timeline to begin production of Vanadium and as such, the Company has fully impaired the royalty asset.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, we may be exposed to claims and threatened litigation, and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. When a loss is probable, we disclose the amount of probable loss, or disclose a range of reasonably possible losses if they are material and we are able to estimate such a range. If we cannot provide an estimate, we explain the factors that prevent us from doing so. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. In January 2024, the Company was notified that Golden Vertex has suspended royalty payments to Patriot in order to preserve liquidity. In April 2024, the Company filed a complaint in the Maricopa County Superior Court for payment of the amounts owed pursuant to the NSR royalty. Golden Vertex has not disputed the facts or details surrounding the Company’s complaint, and the Company expects to prevail in this matter.

We do not presently believe that any other claims or litigation will be material to our results of operations, cash flows, or financial condition.

NOTE 6 – STOCK OPTIONS

The Company’s Board of Directors adopted the 2019 Stock Option Plan (the “2019 Plan”) in July 2019 and the 2014 Stock Option Plan (the “2014 Plan”) in June 2014. There were no compensation costs charged against those plans for the six months ended June 30, 2024 and 2023, respectively.

The 2019 Plan and the 2014 Plan reserve and make available for grant common stock shares of up to 9,500,000 and 5,000,000, respectively. No option can be granted under the plans 10 years after the plan inception date.

Options granted to officers or employees under the plans may be incentive stock options or non-qualified stock options. Options granted to directors, consultants, and independent contractors are limited to non-qualified stock options.

The plans are administered by the Board of Directors or a committee designated by the Board of Directors. Subject to specified limitations, the Board of Directors or the Committee has full authority to grant options and establish the terms and conditions for vesting and exercise thereof. However, the aggregate fair market value (determined at the time the option is granted) of the shares with respect to which incentive stock options are exercisable for the first time by an optionee during any calendar year cannot exceed $100,000.

Options granted pursuant to the plans are exercisable within ten years after the date of grant. The exercise price per share of common stock for options granted shall be determined by the Board of Directors or the designated committee, except for incentive stock options granted to a holder of ten percent or more of Patriot's common stock, for whom the exercise price per share will not be less than 110% of the fair market value.

As of June 30, 2024, there were 9,500,000 and 185,000 shares available for grant under the 2019 Plan and 2014 Plan, respectively.

Stock Option Activity

The fair value of each stock option is estimated at the date of grant using the Black-Scholes option pricing model. No options were granted in the six months ended June 30, 2024. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rate are required for the Black-Scholes model. The volatility assumption is based on the Company’s historical experience. The risk-free interest rate is based on a U.S. treasury note with a maturity similar to the option award’s expected life. The expected life represents the average period of time that options granted are expected to be outstanding.

The following table summarizes stock option activity and related information for the period ended June 30, 2024:

Schedule of stock option activity
	Number of Stock Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance December 31, 2022		10,340,000		$	0.10		4.72	$	0.00
Option granted		–
Options cancelled / expired		–			–		–		–
Options exercised		–
Balance December 31, 2023		10,340,000		$	0.10		3.72	$	0.00
Option granted		–
Options cancelled / expired		(2,000,000	)		–		–		–
Options exercised		–
Balance June 30, 2024		8,340,000		$	0.10		4.00	$	0.00

Exercisable at June 30, 2024		8,340,000		$	0.10		4.00	$	0.00

The were no unvested stock options at June 30, 2024. The Company issues new stock when options are exercised.

NOTE 7 – COMMON STOCK

The Company may issue up to 400,000,000 shares of $.001 par value common stock. As of June 30, 2024, the Company had 61,354,539 of common shares outstanding. Some of these outstanding shares were granted as payment for services provided to the Company and are restricted. The restricted common stock is restricted for a period of three years following the date of grant. During the three-year period the recipient may not sell or otherwise dispose of the shares. The Company has applied a discount for illiquidity to the price of the Company’s stock when determining the amount of expense to be recorded for the Restricted Common Stock issuance. The discount for illiquidity for the Restricted Common Stock was estimated on the date of grant by taking the average close price of the freely traded common shares for the period in which the services were provided, and applying an illiquidity discount of 10% for each multiple that the total Restricted Common Stock is of the average daily volume for the period, to a maximum of 50%.

In 2022, Trevor Newton opted to receive his director fees for 2022 – 2024 in the form of shares in lieu of cash. See Note 10 for further details.

On January 1, 2024, the Board of Directors approved the cancellation of 8,000,000 shares and the related note receivable at a cost of $0. See Note 10 for additional information regarding these shares and note receivable.

On November 28, 2023, the Board of Directors approved the re-purchase and cancellation of 2,095,148 shares at $0.15 per share for an aggregate price of $314,272.

On August 16, 2023, the Board of Directors approved the re-purchase and cancellation of 2,000,000 shares at $0.072 per share for an aggregate price of $144,000.

On May 5, 2023, the Board of Directors approved the re-purchase and cancellation of 1,041,893 shares at $0.0605 per share for an aggregate price of $63,035.

On March 1, 2023, the Board of Directors approved the re-purchase and cancellation of 3,350,313 shares at $0.15 per share for an aggregate price of $502,546.95.

NOTE 8 – WARRANTS

The following table summarizes warrant activity during the period ended June 30, 2024. All outstanding warrants were exercisable during this period.

Schedule of warrant activity
	Number of Warrants		Weighted Average Exercise Price
Outstanding December 31, 2022		9,640,000	$	0.13
Issued		–		–
Canceled / exercised		–		–
Expired		–		–
Outstanding December 31, 2023		9,640,000		0.13
Issued		–		–
Canceled / exercised		–		–
Expired		–		–
Outstanding June 30, 2024		9,640,000	$	0.13

In April 2019, warrants for 8,000,000 shares were exercised in exchange for a note receivable for $705,000. As a result of this transaction, the shareholder was considered a beneficial owner (see Note 10 – Related Party Transactions). The note was non-interest bearing and could have been repaid at any time with 15 days advance notice to the Company. In connection with the cancellation of these shares as of January 1, 2024, this note has been cancelled.

The following tables summarizes outstanding warrants as of June 30, 2024, all of which are exercisable:


	Warrants Outstanding and Exercisable
Range of Exercise Prices	Number of Warrants		Weighted Avg Exercise Price	Remaining Contractual Life (years)
$0.05 - $0.08		320,000	$0.08	8.42
$0.09 - $0.14		6,320,000	$0.11	5.15
$0.15 - $0.21		3,000,000	$0.16	4.55

Total Outstanding June 30, 2024		9,640,000

NOTE 9 – PREFERRED STOCK

As of June 30, 2024, there are 290,000 shares of Series A preferred stock outstanding, owned by a related party. The holders of the Series A Preferred stock shall be entitled to receive non-cumulative dividends in preference to the declaration or payments of dividends on the Common Stock. In the event of liquidation of the Company, the holders of the Series A Preferred Stock shall receive any accrued and unpaid dividends before distribution or payments to the holders of the Common Stock. Series A Preferred Stock carries the same right to vote and act as Common stock, except that it carries super-voting rights entitling it to One Hundred (100) votes per share.

NOTE 10 – RELATED PARTY TRANSACTIONS

Mr. Zachary Black, a Board Member, provides geological consulting services to the Company pursuant to a consulting agreement. He is paid on an hourly basis for his services and reimbursed for his out-of-pocket expenses in performing such consulting services. For the six months ended June 30, 2024 and 2023, Mr. Black was paid fees in the amount of $7,166 and $46,375, respectively.

Mr. Robert Coale, a Board Member, provides geological consulting services to the Company pursuant to a consulting agreement. He is paid on an hourly basis for his services and reimbursed for his out-of-pocket expenses in performing such consulting services. For the six months ended June 30, 2024 and 2023, there were no consulting expenses.

Mr. Trevor Newton, President, Chief Financial Officer, Secretary, Treasurer and Director of the Company, provides consulting services to the Company pursuant to a consulting agreement. He is paid on an hourly basis for his services and reimbursed for his out-of-pocket expenses in performing such consulting services. For the six months ended June 30, 2024 and 2023 Mr. Newton was paid fees in the amount of $234,712 and $238,386, respectively.

In April 2019, an unrelated third party exercised warrants for 8,000,000 shares in exchange for a note receivable for $705,000. As a result of this transaction, the owner of the stock became a related party. The note was non-interest bearing and could have been repaid at any time with 15 days advance notice to the Company. In connection with the cancellation of these shares as of January 1, 2024, this note has been cancelled. In addition, this shareholder provided consulting services to the company including claims administration of the Moss Mine royalties. For the six months ended June 30, 2024 and 2023, there were no consulting expenses.

Board members are paid fees of $70,000 per calendar year. Each director term is three years. In lieu of cash, Mr. Newton opted to receive his director fees for 2022 - 2024 in restricted shares of the Company, totaling 6,461,539 shares. The shares were valued at $0.0325 for total non-cash expense of $70,000 for the years ended December 31, 2023, recorded as Directors Fees Expense. The fees for 2024 are recorded as Prepaid Expenses as of June 30, 2024, in the amount of $35,000. For the six months ended June 30, 2024 and 2023, directors’ fees totaled $105,000 and $105,000, respectively.

The Company owns 2,760,260 shares of common stock of Strata Power Corporation (“Strata”), acquired through a series of private placements, as an investment in lithium mining extraction technologies. The purchase was accounted for as a marketable security in available for sale securities. Strata is a related party through Trevor Newton, who is President and a member the Board of Directors of both Patriot and Strata. Management has considered the guidance that is used to evaluate whether the Company has significant influence over Strata and has determined that no such significant influence exists.

NOTE 11 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any material subsequent events to disclose in these financial statements, other than the following:

In July 2024, the Board of Directors approved the re-purchase and cancellation of 1,000,000 shares at $0.09336 per share for an aggregate price of $93,360.

On August 1, 2024, Elevation, the parent company of Golden Vertex, announced that it had obtained an order (the “Initial Order”) of the Supreme Court of British Columbia granting it creditor protection under the provisions of the Companies’ Creditors Arrangement Act. Under the Initial Order, KSV Restructuring Inc. (the “Monitor”) was appointed as the monitor of Elevation. In order to obtain similar protection in the United States, Elevation announced that it would be filing a petition under Chapter 15 of the US Bankruptcy Code with the US Bankruptcy Court for the District of Arizona. The Initial Order included, among other things, a stay of creditor claims and proceedings. This may affect Patriot's receivables discussed in Note 2 and litigation discussed in Note 5. While under creditor protection, Elevation intends to continue the operations of the beneficiation facilities at the Moss Mine but temporarily cease active mining from the open pit, in order to allow Elevation to meet its cash needs during the restructuring proceedings.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Patriot Gold Corp. (hereinafter referred to as the “Company,” “Patriot Gold” or “we”) and other matters. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

General Overview

As a natural resource exploration company, our focus is to acquire, explore and develop natural resource properties which may host mineral reserves which may be economical to extract commercially. With this in mind, we have identified and secured interests in mining claims with respect to properties in Nevada. Current cash on hand plus anticipated royalty revenue is sufficient to fund planned operations for 2024 after payment of accounts payable outstanding at June 30, 2024. Our officers and directors and advisors, attorneys and consultants will continue to be utilized to support all operations.

Results of Operations

Comparison of the Three and Six Months Ended June 30, 2024 to the Three and Six Months Ended June 30, 2023

During the three months ended June 30, 2024 and 2023, we had revenues of $0 and $427,299, respectively, resulting from the Moss Mine royalty. Please refer to Note 4 of the footnotes for an explanation of our decision not to report revenue for this period. During the six months ended June 30, 2024 and 2023, we had revenues of $361,523 and $920,585, respectively. We are currently exploring and developing our properties and are actively reviewing new projects.

Net loss for the three months ended June 30, 2024 was ($502,375) compared to net income of $110,820 for the three months ended June 30, 2023. Net loss for the six months ended June 30, 2024 was ($869,483) compared to a net profit of $336,812 for the six months ended June 30, 2023. The change in profitability is primarily due to the $559,062 decrease in royalty revenue compared to the prior year. In addition, there was an approximate $249,000 increase in mineral costs and a $448,000 increase in general and administrative expenses.

For the three months ended June 30, 2024 and 2023, mineral and exploration expenses were $34,236 and $72,067, respectively. For the six months ended June 30, 2024 and 2023, mineral and exploration expenses were $352,562 and $103,791, respectively. The increase in 2024 is primarily due to drilling and exploration expenditures on the Windy Peak project.

For the three months ended June 30, 2024 and 2023, general and administrative expenses were $318,364 and $49,836, respectively. For the six months ended June 30, 2024 and 2023, general and administrative expenses were $568,782 and $98,598, respectively. The increase in 2024 is primarily due to an increase in consulting fees.

For the three months ended June 30, 2024 and 2023, other income (expenses) were $13,984 and ($5,532), respectively. For the six months ended June 30, 2024 and 2023, other income (expenses) were $35,261 and ($16,653), respectively. The change in other income/expense is due to an approximate $8,000 decrease in unrealized losses on marketable securities, a $34,000 increase in interest income and the receipt of $7,100 of a reclamation deposit related to Rainbow Mountain.

Liquidity and Capital Resources

We had total assets of $2,431,502 at June 30, 2024 consisting primarily of $1,008,888 of cash, $25,965 of marketable securities, $269,704 of royalty receivables, and $67,945 of prepaid expenses. We had total liabilities of $266,075 at June 30, 2024, consisting primarily of accounts payable and accrued expenses, both trade and with related parties.

We anticipate that we will incur the following during the year ended December 31, 2024:

$1,500,000 for operating expenses, including exploration, working capital and general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934 and compliance with Canadian regulatory authorities.

Cash provided by (used in) operations was ($692,766) and $791,475 for the six months ended June 30, 2024 and 2023, respectively. The $1,484,241 decrease in cash provided by operations was primarily due to the change in royalty receivables and accounts payable and accrued liabilities.

There were no investing activities for the six months ended June 30, 2024 and 2023.

Cash used in financing activities was $0 and $570,581 for the six months ended June 30, 2024 and 2023, due to a repurchase of 4,392,206 shares of the Company’s common stock.

Management estimates that the Company will not need additional funding for the next twelve months.

We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies

Use of Estimates

Revenue Recognition

On June 1, 2018, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”), which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company receives a royalty from Golden Vertex of 3% of net smelter returns (see Note 3) and recognizes revenue at the time minerals are produced and sold at the Moss Mine. The Company’s revenue recognition policy standards include the following elements under ASU 606:

Identify the contract with the customer. The contract with Golden Vertex is documented in the Purchase and Sale Agreement dated 5/12/16 and the Royalty Deed dated 5/25/16.

Identify the performance obligations in the contract. The performance obligation in the contract required Patriot to relinquish its 30% interest in the Moss Mine. The Company conveyed all of its right, title and interest in those certain patented and unpatented lode mining claims situated in the Oatman Mining District, Mohave County, Arizona together with all extralateral and other associated rights, water rights, tenements, hereditaments and appurtenances belonging or appertaining thereto, and all rights-of-way, easements, rights of access and ingress to and egress from the claims appurtenant thereto, and in which the Company had any interest.

Determine the transaction price. The transaction price was C$1,500,000 plus 3% of the Net Smelter Returns on the future production of the Moss Mine. See Note 3 for definition of Net Smelter Returns.

Allocate the transaction price to the performance obligations in the contract. The Company only has one performance obligation, the transfer of the rights to the Moss Mine, which has already been fulfilled.

Recognize revenue when (or as) the entity satisfies a performance obligation. The C$1,500,000 was recognized as a sale of the mining rights in 2016, resulting in a gain from the disposition of the property. The 3% net smelter returns royalty will be recognized as revenue in the period that Golden Vertex produces and sells minerals from the Moss Mine, which began in March 2018. The royalties that have been received to date have been highly variable, as the amounts are dependent upon the monthly production, the demand of the buyers, the spot price of gold and silver, the costs associated with refining and transporting the product, etc. As such, management has determined that the revenue recognition shall be treated as variable consideration as defined in ASC 606. Variable consideration should only be recognized to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Given the fact that royalties to date have been highly variable with a great degree of uncertainty, and any attempts to estimate future revenue would likely result in a significant reversal of revenue, royalty revenue will be recognized when payments and settlement statements are received from Golden Vertex, in the period for which the sales were made by Golden Vertex. It is at that time that any uncertainty related to royalty payments is resolved. The Company applied ASC 606 using the modified retrospective method applied to contracts not yet completed as of the date of adoption.

Mineral Property Acquisition and Exploration Costs

Deferred Taxes

The Company follows ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.

Stock-Based Compensation

We account for equity-based transactions with nonemployees awards in accordance with the Accounting Standards Update (ASU) 2018-07, Compensation—Stock Compensation (Topic 718): ASU 2018-07 establishes that equity-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to nonemployees is measured at the market price on the date of grant. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, we recognize the fair value of the equity instruments issued as deferred stock compensation and amortize the cost over the term of the contract.

We account for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our principal executive, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2024. Based on this evaluation, the Company’s Chief Executive Officer, who also serves as its Principal Financial Officer, concluded that our disclosure controls and procedures were effective.

Changes in internal controls

During the quarter covered by this report, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

During the quarter ended June 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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.*
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		The cover page for this report, formatted in Inline XBRL (included in Exhibit 101).*

___________________

*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.

Dated: August 14, 2024

PATRIOT GOLD CORP.

By:	/s/ Trevor Newton
	Trevor Newton
	Chief Executive Officer and President

EXHIBIT 31.1

Certification of Chief Financial Officer

and Chief Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002-Rule 13a-14(a)/15d –14(a)

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.

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: August 14, 2024

By:	*/s/ Trevor Newton*
	Trevor Newton
	Chief Executive Officer, President, Treasurer and Secretary (Principal Executive Officer and Principal Financial Officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Section 1350 Certification

In connection with the Quarterly Report of Patriot Gold Corp. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Trevor Newton, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m(a) or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: August 14, 2024

By:

/s/ Trevor Newton

Trevor Newton

Chief Executive Officer,

President, Treasurer and Secretary

(Principal Executive Officer and Principal Financial Officer)

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-32919
Entity Registrant Name	PATRIOT GOLD CORP.
Entity Central Index Key	0001080448
Entity Tax Identification Number	86-0947048
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	401 Ryland St.
Entity Address, Address Line Two	Suite 180
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89502
City Area Code	702
Local Phone Number	456-9565
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		60,354,539

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,008,888	$ 1,701,720
Marketable securities	25,965	32,237
Royalty receivables, net of allowance for uncollectible receivables	269,704	358,645
Prepaid expenses	67,945	161,439
Total current assets	1,372,502	2,254,041
Long-term assets:
Deferred tax asset, net of valuation allowance	1,059,000	1,059,000
Total long-term assets	1,059,000	1,059,000
Total assets	2,431,502	3,313,041
Current liabilities:
Accounts payable and accrued liabilities	14,648	39,229
Accounts payable and accrued liabilities – related parties	251,427	238,836
Total current liabilities	266,075	278,065
Commitments and contingencies
Stockholders' equity:
Common stock, par value $.001; 400,000,000 shares authorized; 61,354,539 and 69,354,539 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	61,355	69,355
Treasury stock (100,000 shares)	(9,093)	(9,093)
Additional paid-in capital	28,208,259	28,200,259
Common shares to be issued	22,400	22,400
Accumulated other comprehensive income (loss)	(15,480)	(15,414)
Accumulated deficit	(26,102,304)	(25,232,821)
Total stockholders' equity	2,165,427	3,034,976
Total liabilities and stockholders' equity	2,431,502	3,313,041
Preferred Stock [Member]
Stockholders' equity:
Preferred stock, value	0	0
Series A Preferred Stock [Member]
Stockholders' equity:
Preferred stock, value	$ 290	$ 290

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	61,354,539	69,354,539
Common stock, shares outstanding	61,354,539	69,354,539
Treasury stock, shares	100,000	100,000
Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	6,500,000	6,500,000
Preferred stock, shares issued	0	0
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	13,500,000	13,500,000
Preferred stock, shares issued	290,000	290,000

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenues (see Note 4)	$ 0	$ 427,299	$ 361,523	$ 920,585
Expenses:
Mineral costs	34,236	72,067	352,562	103,791
Consulting expense	111,259	136,544	239,923	259,731
Directors Fees	52,500	52,500	105,000	105,000
General and administrative	318,364	49,836	568,782	98,598
Total operating expense	516,359	310,947	1,266,267	567,120
Net income (loss) from operations	(516,359)	116,352	(904,744)	353,465
Other income (expense):
Unrealized holding gain (loss) on marketable securities	(6,625)	(4,025)	(7,033)	(14,586)
Currency exchange	396	(1,676)	1,241	(2,357)
Other miscellaneous income	20,213	169	41,053	290
Total other income (expense)	13,984	(5,532)	35,261	(16,653)
Net income (loss)	(502,375)	110,820	(869,483)	336,812
Other comprehensive income (loss)
Foreign currency translation adjustment	48	(158)	(66)	(393)
Comprehensive income (loss)	$ (502,327)	$ 110,662	$ (869,549)	$ 336,419
Earnings per share, basic and diluted:
Income (loss) per common share - basic	$ (0.01)	$ 0.00	$ (0.01)	$ 0.00
Income (loss) per common share - diluted	$ (0.01)	$ 0.00	$ (0.01)	$ 0.00
Weighted average shares outstanding - basic	61,354,539	75,922,752	61,398,495	76,321,720
Weighted average shares outstanding - diluted	61,354,539	75,922,752	61,398,495	76,321,720

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Preferred Stock Series A [Member]	Common Stock [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Common Shares To Be Issued [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 290	$ 77,842	$ (9,093)	$ 29,230,625	$ 22,400	$ (16,067)	$ (25,315,800)	$ 3,990,197
Beginning balance, shares at Dec. 31, 2022	290,000	77,841,893
Stock Repurchase		$ (4,392)		(566,190)				(570,582)
Stock Repurchase, shares		(4,392,206)
Net loss and comprehensive loss						(393)	336,812	336,419
Ending balance, value at Jun. 30, 2023	$ 290	$ 73,450	(9,093)	28,664,435	22,400	(16,460)	(24,978,988)	3,756,034
Ending balance, shares at Jun. 30, 2023	290,000	73,449,687
Beginning balance, value at Mar. 31, 2023	$ 290	$ 74,492	(9,093)	28,728,928	22,400	(16,302)	(25,089,808)	3,710,907
Beginning balance, shares at Mar. 31, 2023	290,000	74,491,580
Stock Repurchase		$ (1,042)		(64,493)				(65,535)
Stock Repurchase, shares		(1,041,893)
Net loss and comprehensive loss						(158)	110,820	110,662
Ending balance, value at Jun. 30, 2023	$ 290	$ 73,450	(9,093)	28,664,435	22,400	(16,460)	(24,978,988)	3,756,034
Ending balance, shares at Jun. 30, 2023	290,000	73,449,687
Beginning balance, value at Dec. 31, 2023	$ 290	$ 69,355	(9,093)	28,200,259	22,400	(15,414)	(25,232,821)	3,034,976
Beginning balance, shares at Dec. 31, 2023	290,000	69,354,539
Net loss and comprehensive loss						(66)	(869,483)	(869,549)
Stock cancellation	0	$ (8,000)	0	8,000	0	0	0	0
Stock cancelled, shares		(8,000,000)
Ending balance, value at Jun. 30, 2024	$ 290	$ 61,355	(9,093)	28,208,259	22,400	(15,480)	(26,102,304)	2,165,427
Ending balance, shares at Jun. 30, 2024	290,000	61,354,539
Beginning balance, value at Mar. 31, 2024	$ 290	$ 61,355	(9,093)	28,208,259	22,400	(15,528)	(25,599,929)	2,667,754
Beginning balance, shares at Mar. 31, 2024	290,000	61,354,539
Net loss and comprehensive loss						48	(502,375)	(502,327)
Ending balance, value at Jun. 30, 2024	$ 290	$ 61,355	$ (9,093)	$ 28,208,259	$ 22,400	$ (15,480)	$ (26,102,304)	$ 2,165,427
Ending balance, shares at Jun. 30, 2024	290,000	61,354,539

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Statement of Cash Flows [Abstract]
Net Income (loss)	$ (869,483)	$ 336,812
Adjustments to reconcile net income to net cash provided by operating activities:
Fair value adjustment for marketable securities	6,272	14,314
Change in operating assets and liabilities:
Royalties receivables	88,941	509,519
Prepaid expenses	93,493	53,252
Accounts payable and accrued liabilities	(24,580)	(16,522)
Accounts payable and accrued liabilities – related parties	12,591	(105,900)
Net cash flows provided by (used in) operating activities	(692,766)	791,475
Cash flows from investing activities:
Net cash flows from investing activities	0	0
Cash flows from financing activities:
Payment for repurchase of shares	0	(570,581)
Net cash flows used in financing activities	0	(570,581)
Foreign exchange effect on cash	(66)	(393)
Net increase (decrease) in cash	(692,832)	220,501
Cash, beginning of year	1,701,720	2,157,336
Cash, end of year	1,008,888	2,377,837
Supplemental disclosure of cash paid for:
Interest	0	0
Income taxes	$ 0	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (502,375)	$ 110,820	$ (869,483)	$ 336,812

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF BUSINESS AND OPERATIONS

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF BUSINESS AND OPERATIONS

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

On May 23, 2017, the Company caused the incorporation of its wholly owned subsidiary, Patriot Gold Canada Corp (“Patriot Canada”), under the laws of British Columbia, Canada.

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Management’s Estimates and Assumptions

Going Concern

Exploration and Development Costs

Cash and Cash Equivalents

Marketable Securities

Royalties Receivables

Foreign Currency Translation

Concentration of Credit Risk

Income/Loss per Share

Comprehensive Income

Stock Options

Stock-based Compensation

Fair Value of Financial Instruments

Fair Value Hierarchy

Level 1. Quoted prices in active markets for identical assets or liabilities.

Assets measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:


	Fair Value Measurement at				Fair Value Measurement at
	June 30, 2024				December 31, 2023
	Using Level 1		Total		Using Level 1		Total
Assets:
Equity securities with readily determinable fair values	$	25,965	$	25,965	$	32,237	$	32,237

Revenue Recognition

	1.	Identify the contract with the customer. The contract with Golden Vertex is documented in the Purchase and Sale Agreement dated 5/12/16 and the Royalty Deed dated 5/25/16.

	2.	Identify the performance obligations in the contract. The performance obligation in the contract required Patriot to relinquish its 30% interest in the Moss Mine. The Company conveyed all of its right, title and interest in those certain patented and unpatented lode mining claims situated in the Oatman Mining District, Mohave County, Arizona together with all extralateral and other associated rights, water rights, tenements, hereditaments and appurtenances belonging or appertaining thereto, and all rights-of-way, easements, rights of access and ingress to and egress from the claims appurtenant thereto, and in which the Company had any interest.

	3.	Determine the transaction price. The transaction price was C$1,500,000 plus 3% of the Net Smelter Returns on the future production of the Moss Mine. See Note 3 for definition of Net Smelter Returns.

	4.	Allocate the transaction price to the performance obligations in the contract. The Company only has one performance obligation, the transfer of the rights to the Moss Mine, which has already been fulfilled.

	5.	Recognize revenue when (or as) the entity satisfies a performance obligation. The C$1,500,000 was recognized as a sale of the mining rights in 2016, resulting in a gain from the disposition of the property. The 3% net smelter returns royalty are recognized as revenue in the period that Golden Vertex produces and sells minerals from the Moss Mine, which began in March 2018. The royalties that have been received to date have been highly variable, as the amounts are dependent upon the monthly production, the demand of the buyers, the spot price of gold and silver, the costs associated with refining and transporting the product, etc. As such, management has determined that the revenue recognition shall be treated as variable consideration as defined in ASC 606. Variable consideration should only be recognized to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Given the fact that royalties to date have been highly variable with a great degree of uncertainty, and any attempts to estimate future revenue would likely result in a significant reversal of revenue, royalty revenue will be recognized when payments and settlement statements are received from Golden Vertex, in the period for which the sales were made by Golden Vertex. It is at that time that any uncertainty related to royalty payments is resolved. The Company applied ASC 606 using the modified retrospective method applied to contracts not yet completed as of the date of adoption.

Related Party Transactions

Income Taxes

New Accounting Pronouncements

MINERAL PROPERTIES

6 Months Ended

Jun. 30, 2024

Extractive Industries [Abstract]

MINERAL PROPERTIES

NOTE 3 – MINERAL PROPERTIES

Vernal Property

Moss Mine Property

Windy Peak Property

Rainbow Mountain Property

ROYALTY INTERESTS

6 Months Ended

Jun. 30, 2024

Royalty Interests

ROYALTY INTERESTS

NOTE 4 – ROYALTY INTERESTS

Pursuant to the Purchase and Sale Agreement with Golden Vertex, the Company has a 3% net smelter return royalty on the Moss Mine in Arizona.

Revenue recognition criteria is outline in Note 2 above. However, ASC 606-10-25-1(e) requires the Company to assess whether it is probable that it will collect substantially all of the revenue.

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 5 – COMMITMENTS AND CONTINGENCIES

We do not presently believe that any other claims or litigation will be material to our results of operations, cash flows, or financial condition.

STOCK OPTIONS

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS

NOTE 6 – STOCK OPTIONS

As of June 30, 2024, there were 9,500,000 and 185,000 shares available for grant under the 2019 Plan and 2014 Plan, respectively.

Stock Option Activity

The following table summarizes stock option activity and related information for the period ended June 30, 2024:

Schedule of stock option activity
	Number of Stock Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance December 31, 2022		10,340,000		$	0.10		4.72	$	0.00
Option granted		–
Options cancelled / expired		–			–		–		–
Options exercised		–
Balance December 31, 2023		10,340,000		$	0.10		3.72	$	0.00
Option granted		–
Options cancelled / expired		(2,000,000	)		–		–		–
Options exercised		–
Balance June 30, 2024		8,340,000		$	0.10		4.00	$	0.00

Exercisable at June 30, 2024		8,340,000		$	0.10		4.00	$	0.00

The were no unvested stock options at June 30, 2024. The Company issues new stock when options are exercised.

COMMON STOCK

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

COMMON STOCK

NOTE 7 – COMMON STOCK

In 2022, Trevor Newton opted to receive his director fees for 2022 – 2024 in the form of shares in lieu of cash. See Note 10 for further details.

On November 28, 2023, the Board of Directors approved the re-purchase and cancellation of 2,095,148 shares at $0.15 per share for an aggregate price of $314,272.

On August 16, 2023, the Board of Directors approved the re-purchase and cancellation of 2,000,000 shares at $0.072 per share for an aggregate price of $144,000.

On May 5, 2023, the Board of Directors approved the re-purchase and cancellation of 1,041,893 shares at $0.0605 per share for an aggregate price of $63,035.

On March 1, 2023, the Board of Directors approved the re-purchase and cancellation of 3,350,313 shares at $0.15 per share for an aggregate price of $502,546.95.

WARRANTS

6 Months Ended

Jun. 30, 2024

Warrants

WARRANTS

NOTE 8 – WARRANTS

The following table summarizes warrant activity during the period ended June 30, 2024. All outstanding warrants were exercisable during this period.

Schedule of warrant activity
	Number of Warrants		Weighted Average Exercise Price
Outstanding December 31, 2022		9,640,000	$	0.13
Issued		–		–
Canceled / exercised		–		–
Expired		–		–
Outstanding December 31, 2023		9,640,000		0.13
Issued		–		–
Canceled / exercised		–		–
Expired		–		–
Outstanding June 30, 2024		9,640,000	$	0.13

The following tables summarizes outstanding warrants as of June 30, 2024, all of which are exercisable:


	Warrants Outstanding and Exercisable
Range of Exercise Prices	Number of Warrants		Weighted Avg Exercise Price	Remaining Contractual Life (years)
$0.05 - $0.08		320,000	$0.08	8.42
$0.09 - $0.14		6,320,000	$0.11	5.15
$0.15 - $0.21		3,000,000	$0.16	4.55

Total Outstanding June 30, 2024		9,640,000

PREFERRED STOCK

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

PREFERRED STOCK

NOTE 9 – PREFERRED STOCK

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 10 – RELATED PARTY TRANSACTIONS

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 11 – SUBSEQUENT EVENTS

In July 2024, the Board of Directors approved the re-purchase and cancellation of 1,000,000 shares at $0.09336 per share for an aggregate price of $93,360.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Management’s Estimates and Assumptions

Management’s Estimates and Assumptions

Going Concern

Going Concern

Exploration and Development Costs

Exploration and Development Costs

Cash and Cash Equivalents

Cash and Cash Equivalents

Marketable Securities

Marketable Securities

Royalties Receivables

Royalties Receivables

Foreign Currency Translation

Foreign Currency Translation

Concentration of Credit Risk

Concentration of Credit Risk

Income/Loss per Share

Income/Loss per Share

Comprehensive Income

Comprehensive Income

Stock Options

Stock Options

Stock-based Compensation

Stock-based Compensation

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Fair Value Hierarchy

Fair Value Hierarchy

Level 1. Quoted prices in active markets for identical assets or liabilities.

Assets measured at fair value on a recurring basis by level within the fair value hierarchy are as follows:


	Fair Value Measurement at				Fair Value Measurement at
	June 30, 2024				December 31, 2023
	Using Level 1		Total		Using Level 1		Total
Assets:
Equity securities with readily determinable fair values	$	25,965	$	25,965	$	32,237	$	32,237

Revenue Recognition

Revenue Recognition

	1.	Identify the contract with the customer. The contract with Golden Vertex is documented in the Purchase and Sale Agreement dated 5/12/16 and the Royalty Deed dated 5/25/16.

	2.	Identify the performance obligations in the contract. The performance obligation in the contract required Patriot to relinquish its 30% interest in the Moss Mine. The Company conveyed all of its right, title and interest in those certain patented and unpatented lode mining claims situated in the Oatman Mining District, Mohave County, Arizona together with all extralateral and other associated rights, water rights, tenements, hereditaments and appurtenances belonging or appertaining thereto, and all rights-of-way, easements, rights of access and ingress to and egress from the claims appurtenant thereto, and in which the Company had any interest.

	3.	Determine the transaction price. The transaction price was C$1,500,000 plus 3% of the Net Smelter Returns on the future production of the Moss Mine. See Note 3 for definition of Net Smelter Returns.

	4.	Allocate the transaction price to the performance obligations in the contract. The Company only has one performance obligation, the transfer of the rights to the Moss Mine, which has already been fulfilled.

	5.	Recognize revenue when (or as) the entity satisfies a performance obligation. The C$1,500,000 was recognized as a sale of the mining rights in 2016, resulting in a gain from the disposition of the property. The 3% net smelter returns royalty are recognized as revenue in the period that Golden Vertex produces and sells minerals from the Moss Mine, which began in March 2018. The royalties that have been received to date have been highly variable, as the amounts are dependent upon the monthly production, the demand of the buyers, the spot price of gold and silver, the costs associated with refining and transporting the product, etc. As such, management has determined that the revenue recognition shall be treated as variable consideration as defined in ASC 606. Variable consideration should only be recognized to the extent that it is probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Given the fact that royalties to date have been highly variable with a great degree of uncertainty, and any attempts to estimate future revenue would likely result in a significant reversal of revenue, royalty revenue will be recognized when payments and settlement statements are received from Golden Vertex, in the period for which the sales were made by Golden Vertex. It is at that time that any uncertainty related to royalty payments is resolved. The Company applied ASC 606 using the modified retrospective method applied to contracts not yet completed as of the date of adoption.

Related Party Transactions

Related Party Transactions

Income Taxes

Income Taxes

New Accounting Pronouncements

New Accounting Pronouncements

SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of assets measured at fair value on a recurring basis


	Fair Value Measurement at				Fair Value Measurement at
	June 30, 2024				December 31, 2023
	Using Level 1		Total		Using Level 1		Total
Assets:
Equity securities with readily determinable fair values	$	25,965	$	25,965	$	32,237	$	32,237

STOCK OPTIONS (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of stock option activity

Schedule of stock option activity
	Number of Stock Options Outstanding			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Balance December 31, 2022		10,340,000		$	0.10		4.72	$	0.00
Option granted		–
Options cancelled / expired		–			–		–		–
Options exercised		–
Balance December 31, 2023		10,340,000		$	0.10		3.72	$	0.00
Option granted		–
Options cancelled / expired		(2,000,000	)		–		–		–
Options exercised		–
Balance June 30, 2024		8,340,000		$	0.10		4.00	$	0.00

Exercisable at June 30, 2024		8,340,000		$	0.10		4.00	$	0.00

WARRANTS (Tables)

6 Months Ended

Jun. 30, 2024

Warrants

Schedule of warrant activity

Schedule of warrant activity
	Number of Warrants		Weighted Average Exercise Price
Outstanding December 31, 2022		9,640,000	$	0.13
Issued		–		–
Canceled / exercised		–		–
Expired		–		–
Outstanding December 31, 2023		9,640,000		0.13
Issued		–		–
Canceled / exercised		–		–
Expired		–		–
Outstanding June 30, 2024		9,640,000	$	0.13

Schedule of outstanding warrants and exercisable


	Warrants Outstanding and Exercisable
Range of Exercise Prices	Number of Warrants		Weighted Avg Exercise Price	Remaining Contractual Life (years)
$0.05 - $0.08		320,000	$0.08	8.42
$0.09 - $0.14		6,320,000	$0.11	5.15
$0.15 - $0.21		3,000,000	$0.16	4.55

Total Outstanding June 30, 2024		9,640,000

SIGNIFICANT ACCOUNTING POLICIES (Details - Fair value) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities with readily determinable fair values	$ 25,965	$ 32,237
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Marketable Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Equity securities with readily determinable fair values	$ 25,965	$ 32,237

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Cash equivalents	$ 0	$ 0
Allowance for royalties receivable	809,110	358,645
Cash in excess of FDIC limits	$ 867,299	$ 1,475,743
Golden Vertex [Member]
Royalty customer percentage	3.00%

MINERAL PROPERTIES (Details Narrative)	6 Months Ended
MINERAL PROPERTIES (Details Narrative)	Jun. 30, 2024 USD ($) a Claims	Jun. 30, 2023 USD ($)
Vernal Property [Member]
Real Estate Properties [Line Items]
Unpatented mineral claims \| Claims	12
Total acreage \| a	248
Accumulated exploration costs	$ 100,967
Exploration expenses	$ 950	$ 0
Windy Peak Property [Member]
Real Estate Properties [Line Items]
Unpatented mineral claims \| Claims	118
Total acreage \| a	2,360
Accumulated exploration costs	$ 1,980,533
Exploration expenses	$ 351,572	$ 78,867
Rainbow Mountain Property [Member]
Real Estate Properties [Line Items]
Unpatented mineral claims \| Claims	81
Total acreage \| a	1,620
Reclamation deposits	$ 7,074

ROYALTY INTERESTS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
ROYALTY INTERESTS (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2019
Real Estate Properties [Line Items]
Royalty revenue	$ 0	$ 427,299	$ 361,523	$ 920,585
Vanadium Oxide [Member]
Real Estate Properties [Line Items]
Non-refundable payment for future royalties					$ 300,000
Royalty Income [Member]
Real Estate Properties [Line Items]
Revenue earned but not recognized	$ 515,338
Deferred revenue, earned			$ 361,523	$ 920,585
Moss Mine Arizona [Member] \| Royalty Income [Member]
Real Estate Properties [Line Items]
Royalty participation percentage			3.00%
Bruner Gold Silver Mine [Member] \| Royalty Income [Member]
Real Estate Properties [Line Items]
Royalty participation percentage			2.00%
Royalty revenue			$ 0

STOCK OPTIONS (Details - Option activity) - Options Held [Member] - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding	10,340,000	10,340,000
Options outstanding, weighted average exercise price	$ 0.10	$ 0.10
Weighted Average Remaining Contractual Life (Years)	4 years	3 years 8 months 19 days	4 years 8 months 19 days
Options outstanding, aggregate intrinsic value	$ 0.00	$ 0.00
Options granted	0	0
Options cancelled/expired	(2,000,000)	0
Weighted average exercise price, cancelled / expired	$ 0	$ 0
Aggregate intrinsic value, expired	$ 0	$ 0
Options exercised	0	0
Options outstanding	8,340,000	10,340,000	10,340,000
Options outstanding, weighted average exercise price	$ 0.10	$ 0.10	$ 0.10
Options outstanding, aggregate intrinsic value	$ 0.00	$ 0.00	$ 0.00
Options exercisable	8,340,000
Options exercisable, weighted average exercise price	$ 0.10
Weighted Average Remaining Contractual Life (Years)	4 years
Options exercisable, aggregate intrinsic value	$ 0.00

STOCK OPTIONS (Details Narrative) - USD ($)	6 Months Ended
STOCK OPTIONS (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock compensation expense	$ 0	$ 0
Incentive stock options exercisable	$ 100,000
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock options unvested	0
Plan 2019 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	9,500,000
Plan 2019 [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	9,500,000
Plan 2014 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	185,000
Plan 2014 [Member] \| Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares available for grant	5,000,000

COMMON STOCK (Details Narrative) - USD ($)						6 Months Ended
COMMON STOCK (Details Narrative) - USD ($)	Jan. 02, 2024	Nov. 28, 2023	Aug. 16, 2023	May 05, 2023	Mar. 02, 2023	Jun. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Common stock, shares authorized						400,000,000	400,000,000
Common stock, par value						$ 0.001	$ 0.001
Common stock, shares outstanding						61,354,539	69,354,539
Stock cancelled, shares	8,000,000	2,095,148	2,000,000	1,041,893	3,350,313
Stock cancelled, value	$ 0	$ 314,272	$ 144,000	$ 63,035	$ 502,546	$ (0)
Stock cancelled, price per share		$ 0.15	$ 0.072	$ 0.0605	$ 0.15

WARRANTS (Details - Warrant activity) - Warrant [Member] - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Warrants outstanding	9,640,000	9,640,000
Warrants outstanding, weighted average exercise price	$ 0.13	$ 0.13
Warrants issued	0	0
Warrants issued, weighted average exercise price	$ 0	$ 0
Warrants cancelled/exercised	0	0
Warrants cancelled/exercised, weighted average exercise price	$ 0	$ 0
Warrants expired	0	0
Warrants expired, weighted average exercise price	$ 0	$ 0
Warrants outstanding	9,640,000	9,640,000
Warrants outstanding, weighted average exercise price	$ 0.13	$ 0.13

WARRANTS (Details - Warrants by exercise price) - Warrant [Member] - $ / shares	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Warrants outstanding	9,640,000	9,640,000	9,640,000
Warrants exercisable, weighted average exercise price	$ 0.13	$ 0.13	$ 0.13
Range 1 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	320,000
Warrants exercisable, weighted average exercise price	$ 0.08
Warrants exercisable, remaining contractual life	8 years 5 months 1 day
Range 2 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	6,320,000
Warrants exercisable, weighted average exercise price	$ 0.11
Warrants exercisable, remaining contractual life	5 years 1 month 24 days
Range 3 [Member]
Class of Warrant or Right [Line Items]
Warrants outstanding	3,000,000
Warrants exercisable, weighted average exercise price	$ 0.16
Warrants exercisable, remaining contractual life	4 years 6 months 18 days

WARRANTS (Details Narrative) - Shareholder [Member]	1 Months Ended
WARRANTS (Details Narrative) - Shareholder [Member]	Apr. 30, 2019 USD ($) shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants exercised, shares \| shares	8,000,000
Note receivable \| $	$ 705,000

PREFERRED STOCK (Details Narrative)	Jun. 30, 2024 shares
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares outstanding	290,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Apr. 30, 2019	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Consulting fees		$ 111,259	$ 136,544	$ 239,923	$ 259,731
Directors fees		52,500	$ 52,500	105,000	105,000
Director Fees [Member]
Related Party Transaction [Line Items]
Prepaid expense and other assets		$ 35,000		35,000
Unrelated Third Party [Member]
Related Party Transaction [Line Items]
Warrants exercised, shares	8,000,000
Note receivable	$ 705,000
Mr. Zachary Black [Member]
Related Party Transaction [Line Items]
Consulting fees				7,166	46,375
Mr. Robert Coale [Member]
Related Party Transaction [Line Items]
Consulting fees				0	0
Mr. Trevor Newton [Member]
Related Party Transaction [Line Items]
Consulting fees				234,712	$ 238,386
Directors fees				$ 70,000
Mr. Trevor Newton [Member] \| Director Fees [Member]
Related Party Transaction [Line Items]
Stock issued during period shares, issued for services				6,461,539
Share value						$ 0.0325
Share-based compensation expense						$ 70,000
Strata [Member]
Related Party Transaction [Line Items]
Investment shares owned		2,760,260		2,760,260

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