Rise Gold Corp. - Quarter Report: 2012 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended April 30, 2012

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

Commission File Number: 333-149299

PATRIOT MINEFINDERS INC.

(Exact name of registrant as specified in its charter)

Nevada		30-0692325
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)

591 Camino de la Riena, Suite 802 San Diego, California 92108
(Address of principal executive offices)
(619) 688-6505
Registrant’s telephone number, including area code:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Not Applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting Company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting Company)	Smaller reporting Company x

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

As of May 14, 2012 the Issuer had 112,800,000 shares of common stock issued and outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The financial statements of Patriot Minefinders Inc. (formerly Atlantic Resource Inc.), (“We”, “Us”, the “Company”, or the “Registrant”) a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended July 31, 2011, and all amendments thereto.

PATRIOT MINEFINDERS INC

(FORMERLY ATLANTIC RESOURCES INC.)

(A DEVELOPMENT STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

PERIOD ENDED APRIL 30, 2012

INDEX TO FINANCIAL STATEMENTS:	Page

Balance Sheets	3

Statements of Operations	4

Statements of Cash Flows	5

Notes to Unaudited Financial Statements	6-8

PATRIOT MINEFINDERS INC.
(FORMERLY ATLANTIC RESOURCES INC.)

(An Exploration Stage Company)
INTERIM BALANCE SHEETS

(Unaudited)


ASSETS

	April 30,			July 31,
	2012			2011


Current Assets
Cash and cash equivalents	$	6,436		$	1,471
Prepaid expense		5,623			-
Other		1,296			-
Total current assets		13,355			1,471

Total assets	$	13,355		$	1,471

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	29,539		$	5,150
Due to related parties – Note 4		67,100			44,500
Due to note payable – Note 5		2,548			-

Total current liabilities		99,187			49,650

Total liabilities		99,187			49,650

Going concern – Note 3		-			-
Subsequent events & commitment - Note 7		-			-

Stockholders’ Deficit
Capital stock, $.001 par value,
1,680,000,000 shares authorized;
112,800,000 shares issued and outstanding,
retroactively restate - Note 8		112,800			112,800
Additional paid-in-capital		(83,600	)		(83,600	)
Deficit accumulated during the exploration stage		(115,032	)		(77,379	)

Total stockholders’ deficit		(85,832	)		(48,179	)

Total liabilities and stockholders’ deficit	$	13,355		$	1,471

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

PATRIOT MINEFINDERS INC.
(FORMERLY ATLANTIC RESOURCES INC.)

(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three and nine months ended April 30, 2012 and 2011
and for the period from February 9, 2007 (Date of Inception)
to April 30, 2012

(Unaudited)

	For Three Months Ended April 30,						For Nine Months Ended April 30,						Cumulative During the Exploration Stage February 9, 2007 (inception) to April 30,
	2012			2011			2012			2011			2012
Operating expenses
Geological, mineral and prospect costs		-			-			-			-			12,500
General and administrative		7,231			4,709			18,226			18			70,591
Professional fees		13,315			1,568			19,272			974			31,786

Total operating expenses		20,546			6,277			37,498			992			114,877

Loss from operations		(20,546	)		(6,277	)		(37,498	)		(992	)		(114,877	)

Other items
Loss foreign exchange		(155	)		-			(155	)		-			(155	)
Total other items		(155	)		-			(155	)		-			(155	)

Net loss	$	(20,701	)	$	(6,277	)	$	(37,653	)	$	(992	)	$	(115,032	)

Loss per common share – basic and fully
diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares –
basic and diluted		112,800,000			112,800,000			112,800,000			112,800,000

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

PATRIOT MINEFINDERS INC.
(FORMERLY ATLANTIC RESOURCES INC.)

(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the nine months ended April 30, 2012 and 2011
and for the period from February 9, 2007 (Date of Inception)
to April 30, 2012
(Unaudited)

							Accumulated from
							February 20, 2007
	For Nine Months ended						(inception) through
	April 30,						April 30,
	2012			2011			2012
Operating Activities
Net loss	$	(37,653	)	$	(13,850	)	$	(115,032	)

Changes in operating assets and liabilities:
Increase in prepaid		(5,623	)		-			(5,623	)
Increase in other assets		(1,296	)		-			(1,296	)
Increase in accounts payable and accrued liabilities		24,389			3,092			30,039

Net cash used in operating activities		(20,183	)		(10,758	)		(91,912	)

Cash flows from financing activities
Proceeds from related party note		22,600			9,000			66,600
Proceeds from note payable		2,548			-			2,548
Common Stock issued for cash		-			-			29,200

Net cash provided by financing activities		25,148			9,000			98,348

Increase (Decrease) in cash and cash equivalents		4,965			(1,758	)		6,436
Cash and cash equivalents, beginning of period		1,471			2,435			-

Cash and cash equivalents, end of period	$	6,436		$	677		$	6,436

Supplement Disclosures:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income tax	$	-		$	-		$	-

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

PATRIOT MINEFINDER INC.

(FORMERLY ATLANTIC RESOURCES INC.)

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

April 30, 2012

(Unaudited)

Note 1 – Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended July 31, 2011. The interim results for the period ended April 30, 2012 are not necessarily indicative of the results for the full fiscal year.

Note 2 – Nature of Operations

Atlantic Resources Inc. was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage. On March 29, 2012, Atlantic Resources Inc. merged with and into our wholly-owned subsidiary Patriot Minefinders Inc. (the “Company”), a Nevada corporation, to effect a name change from Atlantic Resources Inc to Patriot Minefinders Inc. The Company was formed soley for the change of name. The Company is engaged in activities related to the exploration for mineral resources in Canada. The Company acquired a mineral property claim located in the Province of British Columbia, Canada, but allowed the claim to lapse on October 6, 2010. The Company is currently searching for new mineral properties to acquire.

The Company has adopted July 31as its fiscal year end.

Note 3 – Going Concern

These financial statements have been prepared on the going concern basis, which presumes that the Company will continue operations for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business. The Company has accumulated a deficit of $115,032 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements do not reflect the adjustments or reclassifications to the assets and liabilities which would be necessary if the Company was unable to continue its operations. Management plans to obtain short-term loans from the directors of the Company.

PATRIOT MINEFINDER INC.

(FORMERLY ATLANTIC RESOURCES INC.)

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

April 30, 2012

(Unaudited)

Note 4 – Due to Related Party

The account represents advances made by a former major shareholder and director of $30,500 and the current major shareholder and director $36,600 as of April 30, 2012. The advances are due on demand without interest.

Note 5 – Note Payable

On March 19, 2012, the Company entered into a bridge loan agreement and promissory note with Skanderbeg Capital Partners Inc. (“Skanderbeg”). Under the terms of the bridge loan agreement, Skanderbeg Capital has agreed to loan the Company $25,000 to facilitate the assignment to the Company of Skanderbeg’s interest in an option agreement related to the La Buena Project in Mexico (the “Transaction”).

Upon the signing of a definitive agreement between the Company and Skanderbeg for the Transaction, the bridge loan will be applied to Skanderbeg’s investment obligations under that agreement and the promissory note will no longer be valid.

The bridge loan shall bear interest at the rate of Prime +1% per annum, payable on the maturity date. As of April 30, 2012, the total principle of the loan taken is $2,548 and interest accrued is $9.

Note 6 – Capital Stock

Authorized

On March 29, 2010, the board of directors authorized a 24-for-1 forward stock split. Prior to the approval of the forward split, the Company had authorized 70,000,000 common shares with the par value of $0.001 per common share. On the effective date of the forward split, the total authorized capital is 1,680,000,000 common shares with the par value of $0.001 per common share.

Note 7 – Subsequent Events

On May 17, 2012, we entered into an assignment agreement with Skanderbeg Capital Partners Inc., in regards to the acquisition of an option on certain mineral concessions in Mexico known as the “La Buena Project”.

Skanderbeg and San Marco Resources Inc. had entered into an option agreement dated February 28, 2012, wherein Skanderbeg had acquired from San Marco the “Option” as defined therein, in regards to the option to acquire a 50% interest in the La Buena Project. Skanderbeg has assigned its interest in the

PATRIOT MINEFINDER INC.

(FORMERLY ATLANTIC RESOURCES INC.)

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

April 30, 2012

(Unaudited)

Option to us for $100,000, which consists of the costs paid by Skanderbeg to date for the acquisition of its interest under the Option terms.

We have assumed all of Skanderbeg’s obligations under the option agreement and have agreed to issue up to 2,500,000 restricted shares of common stock to San Marco, in periodic installments to December 31, 2014. We shall be required to make aggregate cash payments totaling $300,000 to San Marco, with the next payment of $100,000 due by the end of the year, and then an additional $100,000 due on each of December 31, 2013 and 2014 respectively. We will be required to incur aggregate exploration expenditures of $6,000,000, with $1,000,000 to be incurred by the end of the year, $500,000 to be incurred by December 31, 2013, and the balance of $4,500,000 to be incurred by December 31, 2014.

Effective June 1, 2012, our stock symbol changed from “AARI” to “PROF” to better reflect the new name of our company. The symbol change became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 1, 2012 under the new stock symbol “PROF”.

On June 8, 2012, Patriot Minefinders Inc. (the “Company”) announced the appointment of Frederick J. Sveinson, Perparim Alikaj, Michael Hofer and Fred Tejada to the Company’s Board of Directors effective June 1, 2012.

The Company has evaluated subsequent events for the period June 1, 2012 through the date the financial statements were issued, and concluded there were no other events or transactions occurring during this period that required recognition or disclosure in its financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

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

Plan of Operation

As at April 30, 2012, we had a cash balance of $6,436, compared to a cash balance of $1,471 as of July 31, 2011. Our plan of operation for the next twelve months is to exploration and development the LA Buena project.

Our plan of operation for the twelve months is to commence an initial phase of exploration on the LA Buena project. We estimate that the cost of the initial aggregated exploration will be approximately $1,000,000.

As well, we anticipate spending an additional $225,000 on administrative fees, including fees payable in connection with our filing obligations as a reporting issuer, and cash payments under the Skanderbeg’s obligation on option agreement. Total expenditures over the next 12 months are therefore expected to be approximately $1,225,000.

We do not have sufficient funds to cover the anticipated administrative expenses or to acquire a new mineral property, so we will require additional funding. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans. We do not have any arrangements in place for any future equity financing or loans.

If we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan. Any business opportunity would require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs, such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits.

Our current cash on hand will not be sufficient to acquire any resource property and additional funds will be required to earn-in to the La Buena property. As a reporting company we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. If no other such opportunities are available and we cannot raise additional capital to sustain minimum operations, we may be forced to discontinue business. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.

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

·	our ability to raise additional funding;

·	our ability to acquire a new mineral property;

·	the market price for minerals that may be found on any mineral property we may acquire;

·	the results of our proposed exploration programs on the mineral property; and

·	our ability to find joint venture partners for the development of our property interests.

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

Results of Operations for Period Ending April 30, 2012

We have had no operating revenues since our inception on February 9, 2007 through April 30, 2012, and have incurred operating expenses in the amount of $115,032 for the same period. Our activities have been financed from the proceeds of share subscriptions and director loans.

We do not anticipate earning revenues unless we enter into commercial production on any mineral property we may acquire, which is doubtful. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on any mineral property we may acquire, or if such minerals are discovered, that we will enter into commercial production.

For the three months ended April 30, 2012, general and administrative expenses were $145 compared to $4,709 for the three months ended April 30, 2011 and professional fees were $20,395 compared to $1,568 for the same period last fiscal year. These costs were incurred due to filing obligations.

For the nine months ended April 30, 2012, general and administrative expenses were $3,951 compared to $18 for the nine months ended April 30, 2011 and professional fees were $33,543 compared to $974 for the same period last fiscal year. These costs were incurred due to filing obligations.

Since our inception on February 9, 2007 through January 31, 2012, general and administrative expenses were $55,815, professional fees were $46,057, incorporation cost were $500 and we incurred $12,500 in geological, mineral and prospect costs.

Liquidity and Capital Resources

At April 30, 2012, we had total assets of $13,355, consisting of cash and cash equivalents, prepaid expenses, and other assets. Our liabilities consisted of accounts payable and accrued liabilities of $29,539, the due to related parties is $67,100 and the note payable was $2,548.

Off Balance Sheet Arrangements

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our internal control over financial reporting was not effective as of April 30, 2012 because the following material weakness in internal control over financial reporting existed as of that date.

(i) lack of segregation of incompatible duties due to insufficient personnel; and

(ii) Insufficient Board of Directors representation.

Though no material misstatements have resulted, our management has determined that until such time as sufficient representation on our Board of Directors can be achieved the Company's inability to formulate an audit committee represents a significant risk.

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

Changes in Internal Control over Financial Reporting

The above noted deficiency in internal control was not reported in earlier financial statements as management thought that the lack of operations made up these weaknesses. Accordingly, there has been no change in the Company's internal control over financial reporting during the period ended April 30, 2012, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. However, as noted above, there has been a change in management's evaluation of those controls.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None

ITEM 1A.

RISK FACTORS.

Not Applicable.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

(REMOVED AND RESERVED).

ITEM 5.

OTHER INFORMATION.

On March 9, 2012, we appointed Justin Blanchet, CA, CPA, as its Chief Financial Officer and to our company’s Board of Directors.

ITEM 6.

EXHIBITS.

(a) The following exhibits are filed herewith:

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

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

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

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

101.	SCH XBRL Schema Document.

101. CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101. LAB XBRL Taxonomy Extension Label Linkbase Document.

101. PRE XBRL Taxonomy Extension Presentation Linkbase Document.

101. DEF XBRL Taxonomy Extension Definition Linkbase Document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

By: /s/ John Schweitzer

John Schweitzer, Chief Executive Officer

Date: June 13, 2012

By: /s/ Justin Blanchet

Justin Blanchet, CA, CPA, Chief Financial Officer

Date: June 13, 2012