Rise Gold Corp. - Quarter Report: 2013 January (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 January 31, 2013

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

Commission File Number: 333-149299

PATRIOT MINEFINDERS INC.

(Exact name of registrant as specified in its charter)

Nevada		30-0692325
(State or other jurisdiction of incorporation)		(IRS Employer Identification Number)
700-510 West Hastings Street Vancouver, BC, V6B1L8
(Address of principal executive offices)
(619) 688-6505
Registrant’s telephone number, including area code:

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

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

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

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]  (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). [  ]Yes [X] No

As of January 31, 2013 the Issuer had 62,200,000 shares of common stock issued and outstanding.

PART I-FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The financial statements of Patriot Minefinders Inc. (formerly Atlantic Resource Inc.), (“We”, “Us”, the “Company”, or the “Registrant”) a Nevada corporation, included herein was prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission.  Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the financial statements and notes thereto included in the audited financial statements of the Company in the Company's Form 10-K for the fiscal year ended July 31, 2012, and all amendments thereto.

PATRIOT MINEFINDERS INC

(FORMERLY ATLANTIC RESOURCES INC.)

(A DEVELOPMENT STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

PERIOD ENDED JANUARY 31, 2013

INDEX TO FINANCIAL STATEMENTS:	Page
Balance Sheets	3
Statements of Operations	4
Statements of Cash Flows	5
Statements of Stockholders’ Equity	6
Notes to Unaudited Financial Statements	8-10

2

(An Exploration Stage Company)

FINANCIAL STATEMENTS

(Expressed in United States Dollars)

(Unaudited)

FOR THE PERIOD ENDED JANUARY 31, 2013

3

PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

BALANCE SHEETS

(Expressed in United States Dollars)

	January 31, 2013	July 31, 2012
ASSETS
Current
Cash	$           274	$        1,930
Receivables	18,495	10,228
Prepayments	8,020	19,393
	26,789	31,551
Mineral property  (Note 3)	-	20,000
	$26,789	$51,551
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$315,633	$147,387
Due to related parties (Note 4)	30,500	67,100
	346,133	214,487
Stockholders’ equity (deficit)
Capital stock, $0.001 par value, 1,680,000 shares authorized;
62,200,000 shares issued and outstanding (Note 5)	62,200	61,800
Additional paid-in-capital (Note 5)	79,000	(12,600)
Deficit accumulated during the exploration stage	(460,544)	(212,136)
	(319,344)	(162,936)
	$       26,789	$      51,551

Nature and continuance of operations (Note 1)

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

	For the three months ended		For the six months ended
	January 31, 2013	January 31, 2012	January 31, 2013	January 31, 2012	Cumulative During the Exploration Stage February 9, 2007 (inception) to January 31, 2013
EXPENSES
Consulting	$    19,900	$              -	$     37,143	$              -	$        60,013
Filing and regulatory	4,615	-	14,596	-	30,591
General and administrative	15,478	7,211	45,083	10,995	92,618
Geological, mineral, and prospect costs	-	-	-	-	12,500
Professional fees	5,735	1,885	9,668	5,958	80,773
Promotion and shareholder communication	8,365	-	29,918	-	72,049
	(54,093)	(9,096)	(136,408)	(16,953)	(348,544)
OTHER ITEMS
Write-down of mineral properties	(112,000)	-	(112,000)	-	(112,000)
Loss and comprehensive loss	$(166,093)	$    (9,096)	$ (248,408)	$ (16,953)	$     (460,544)
Basic and diluted loss per common share	$(0.00)	$      (0.00)	$       (0.00)	$     (0.00)
Weighted average number of common shares outstanding	61,804,348	60,800,000	61,802,174	60,800,000

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

(Expressed in United States Dollars)

Supplemental disclosure with respect to cash flows (Note 7)

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Expressed in United States Dollars)

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2013

(Unaudited)

1.

NATURE AND CONTINUANCE OF OPERATIONS

Atlantic Resources Inc. was incorporated in the State of Nevada on February 9, 2007 and is in the exploration stage. On March 29, 2012, Atlantic Resources Inc. merged with and into our wholly-owned subsidiary Patriot Minefinders Inc. (the “Company”), a Nevada corporation, to effect a name change from Atlantic Resources Inc. to Patriot Minefinders Inc.  The Company was formed solely for the change of name.  The Company is engaged in activities related to the exploration for mineral resources in Mexico.  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 in the early stages of exploration and as is common with any exploration company, it raises financing for its exploration and acquisition activities.  These financial statements have been prepared o the going concern basis, which presumes that the Company will continue operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business.  The Company has incurred a loss of $164,408 for the six month period ended January 31, 2013 and has accumulated a deficit during the exploration stage of $376,544.  This raises substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan, which is typical for junior exploration companies.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management of the Company (“Management”) is of the opinion that sufficient financing will be obtained from external financing and further share issuances to meet the Company’s obligations.  At January 31, 2013, the Company has working capital deficiency of $319,344, which would not be sufficient to fund the current level of operations.  

2.

BASIS OF PREPARATION

Generally accepted accounting principles

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) 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, 2012. The interim results for the period ended January 31, 2013 are not necessarily indicative of the results for the full fiscal year.

Use of Estimates

The preparation of these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.  Significant areas requiring the use of estimates include the carrying value and recoverability of exploration and evaluation assets and the valuation allowance applied to deferred income taxes.  Actual results could differ from those estimates, and would impact future results of operations and cash flows.

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2013

(Unaudited)

3.

MINERAL PROPERTY OPTION

Title to mineral properties

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain mineral titles as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties are in good standing.

La Buena, Mexico

The Company entered in to an assignment agreement with Skanderbeg Capital Partners Inc. (“Skanderbeg”) whereby the Company can earn a 50% interest in the La Buena mineral claims located in Mexico.  

Skanderbeg entered in to an option agreement with San Marco Resources Inc. (“San Marco”) dated February 28, 2012, wherein Skanderbeg had an option to acquire from San Marco a 50% interest in the La Buena mineral claims.  Skanderbeg assigned its interest in the Option to the Company for $100,000, which consists of the costs paid by Skanderbeg to date to San Marco as part of the option agreement.

Under the option agreement the Company assumed all of Skanderbeg’s obligations and agreed to issue up to 2,500,000 (1,000,000 issued) restricted shares of common stock to San Marco, in periodic installments to December 31, 2014; make aggregate cash payments totaling $300,000 to San Marco, with the next payment of $100,000 due December 31, 2012, and then an additional $100,000 due on each of December 31, 2013 and 2014 respectively; and to incur aggregate exploration expenditures of $6,000,000, with $1,000,000 to be incurred by December 31, 2012, $500,000 to be incurred by December 31, 2013, and the balance of $4,500,000 to be incurred by December 31, 2014.

During the period ended January 31, 2013, the Company decided not to move forward with the La Buena project and issued 400,000 restricted common shares and subsequent to January 31, 2013 paid $10,000 in lieu of any future obligations as stated above.

KM 66, Mexico

Subsequent to January 31, 2013, the Company entered in to a definitive agreement (“Agreement”) with Bearing Resources Ltd. (“Bearing”) whereby the Company could earn a 75% interest in the KM 66 Property in Mexico.  In order for the Company to earn its interest, the Company must complete the following:

a)

Pay $150,000 on the signing of the Agreement (“Effective Date”) ($50,000 paid subsequent to January 31, 2013), issue 1,200,000 common shares (issued subsequent to January 31, 2013) and pay the estimated land taxes for the calendar year ended 2013;

b)

Complete $200,000 in exploration expenditures by June 30, 2013;

c)

Pay $150,000 on the first anniversary of the Effective Date;

d)

Complete $300,000 in exploration expenditures by April 23, 2014;

e)

Pay $400,000 on the second anniversary of the Effective Date;

f)

Complete $1,300,000 in exploration expenditures by April 23, 2015

g)

Pay $500,000 on the third anniversary of the Effective Date; and

h)

Pay $7,875,000 on the fourth anniversary of the Effective Date.

The Company must keep the property in good standing and complete a bankable feasibility study by the eighth anniversary of the Effective Date.  Should the Company complete the above but not complete the bankable feasibility study, the Company will have earned a 65% interest in the KM 66 project.

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2013

(Unaudited)

3.

MINERAL PROPERTY OPTION (cont’d…)

KM 66, Mexico (cont’d…)

The Company may elect to purchase the property outright for $5,575,000, $5,875,000, or $6,875,000 on the first, second, or third anniversaries respectively.  

4.

RELATED PARTY TRANSACTIONS

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

a)

Consulting fees of $30,000 (2011 - $Nil) to an officer and director of the Company.

As at January 31, 2013, included in due to related parties is $30,500 (2012 - $56,500) representing advances made by a former director of $30,500.  The advances are due on demand without interest.

5.

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL

During the period ended January 31, 2013:

The Company issued 400,000 restricted common shares to San Marco as part of the La Buena option agreement (Note 3).

During the year ended July 31, 2012:

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.  

Subsequent to the forward stock split, the Company cancelled 52,000,000 restricted common shares.  The effect of these transactions has been retroactively applied to the financial statements.

The Company issued 1,000,000 restricted common shares to San Marco as part of the La Buena option agreement (Note 3).

6.

SEGMENTD INFORMATION

The Company has one reportable segment, being the exploration and development of resource properties.  All assets are held in Canada with the exception of exploration and evaluation assets which are held in Mexico.

7.

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

Significant non-cash transactions for the period ended January 31, 2013 included issuing 400,000 restricted common shares for mineral properties (Note 3).

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

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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 January 31, 2013, we had a cash balance of $274, compared to a cash balance of $1,930 as of July 31, 2012. Our plan of operation for the next twelve months is the exploration and development of our Mexican mineral property.

Our plan of operation for the twelve months is to commence an initial phase of exploration on our Mexican projects.  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 Definitive Agreement with KM 66 Property.  Total expenditures over the next 12 months are therefore expected to be approximately $1,025,000.

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 Km 66 properties. 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;

11

·

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 January 31, 2013

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

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

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

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

		For the six months ended January31, 2013		For the six months ended January 31, 2012		Change between three months ended January 31, 2013 and January 31, 2012
Revenue	$	Nil	$	Nil	$	Nil
Consulting	$	37,143	$	Nil	$	37,143
Filing and regulatory	$	14,596	$	Nil	$	14,596
General and administrative	$	45,083	$	10,995	$	34,088
Geological, mineral, and prospect costs	$	Nil	$	Nil	$	Nil
Professional fees	$	9,668	$	5,958	$	3,710
Promotion and shareholder communication	$	29,918	$	Nil	$	29,918
Write-down of mineral properties	$	28,000	$	Nil	$	28,000
Net loss	$	(164,408)	$	(16,953)	$	(147,455)

Our expenses increased during the three month period ended January 31, 2013 compared to the same period in 2012 primarily as a result of the Company becoming active in the current period in actively seeking out projects and promotion of the Company resulting in increases in consulting, filing fees, general and administrative, and promotion expenses.

Liquidity and Capital Resources

Working Capital

12

Cash Flows

As of January 31, 2013, our current assets were $26,789 and our current liabilities were $346,133 and we had a working capital deficit of $319,344. Our unaudited financial statements report a net loss of $164,408 for the six months ended January 31, 2013 compared to our net loss of $16,953 for the same period in 2012 and a net loss of $376,544 for the period February 9, 2007 (inception) to January 31, 2013.

Off Balance Sheet Arrangements

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

ITEM 3.

          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET  RISK.

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our internal control over financial reporting was not effective as of January 31, 2013 because the following material weakness in internal control over financial reporting existed as of that date.

(i)

lack of segregation of incompatible duties due to insufficient personnel.

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

13

Changes in Internal Control over Financial Reporting

The above noted deficiency in internal control was not reported in earlier financial statements as management thought that the lack of operations made up for these weaknesses.  Accordingly, there has been no change in the Company's internal control over financial reporting during the period ended January 31, 2013, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  However, as noted above, there has been a change in management's evaluation of those controls.

PART II-OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None

ITEM 1A.

 RISK FACTORS.

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 February 1, 2013, Patriot Minefinders Inc. issued a news release to announce the appointment of John LaGourgue as Chief Executive Officer and Director of the Company.  Concurrently, Mr. John Schweitzer resigned from the Board of Directors and as Chief Executive Officer effective January 31, 2013.

The Company’s current board of directors is comprised of Fred Tejada, Fred Sveinson, Justin Blanchet, Michael Hofer, Perparim Alikaj and John LaGourgue.

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.

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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 LaGourgue

John LaGourgue, Chief Executive Officer

Date:  March 18, 2013

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