Rise Gold Corp. - Quarter Report: 2014 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, 2014

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

Commission File Number: 333-149299

PATRIOT MINEFINDERS INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

As of January 31, 2014 the Issuer had 63,400,000 shares of common stock issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

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

PATRIOT MINEFINDERS INC

(AN EXPLORATION STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

PERIOD ENDED JANUARY 31, 2014

INDEX TO FINANCIAL STATEMENTS:		Page
	Balance Sheets	4
	Statement of Operations and Comprehensive loss	5
	Statement of Cash Flows	6
	Statement of Stockholders’ Equity (Deficit)	7
	Notes to Unaudited Financial Statements	8 - 9

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(An Exploration Stage Company)

FINANCIAL STATEMENTS

(Expressed in United States Dollars)

(Unaudited)

FOR THE PERIOD ENDED JANUARY 31, 2014

3

PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

BALANCE SHEETS

(Expressed in United States Dollars)

(Unaudited)

	January 31, 2014	July 31, 2013
ASSETS
Current
Cash	$            71	$      10,146
Receivables (Note 6)	53,687	17,113
Prepayments	16,183	-
	$     69,941	$      27,259
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current
Accounts payable and accrued liabilities	$   617,043	$   518,884
Due to related parties (Note 3)	67,100	67,100
	684,143	585,984
Stockholders’ deficit
Capital stock, $0.001 par value, 1,680,000,000 shares authorized;
63,400,000 shares issued and outstanding (Note 4)	63,400	63,400
Additional paid-in-capital (Note 4)	269,800	269,800
Deficit accumulated during the exploration stage	(947,402)	(891,925)
	(614,202)	(558,725)
	$     69,941	$     27,259

Nature and continuance of operations (Note 1)

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

(Unaudited)

	For the three months ended		For the six months ended
	January 31, 2014	January 31, 2013	January 31, 2014	January 31, 2013	Cumulative During the Exploration Stage February 9, 2007 (inception) to January 31, 2014
EXPENSES
Consulting	$    13,866	$    19,900	$    41,264	$    37,143	$       180,407
Filing and regulatory	2,979	4,615	4,010	14,596	43,379
Foreign exchange	(42,223)	-	(42,462)	-	(53,144)
General and administrative	7,983	15,478	16,669	45,083	129,318
Geological, mineral, and prospect costs written off	-	112,000	-	112,000	376,500
Professional fees	25,813	5,735	35,390	9,668	152,004
Promotion and shareholder communication	133	8,365	606	29,918	118,938
Loss and comprehensive loss	$   (8,551)	$(166,093)	$ (55,477)	$(248,408)	$   (947,402)
Basic and diluted loss per common share	$     (0.00)	$     (0.00)	$     (0.00)	$     (0.00)
Weighted average number of common shares outstanding	63,400,000	61,804,348	63,400,000	61,802,174

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

(Expressed in United States Dollars)

(Unaudited)

There were no significant non-cash transactions for the period ended January 31, 2014.

Significant non-cash transactions for the period ended January 31, 2013 included issuing 400,000 restricted common shares for mineral properties at a value of $92,000.

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Expressed in United States Dollars)

(Unaudited)

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2014

(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 in the early stages of exploration and as is common with any exploration company, it raises financing for its exploration and acquisition activities.  These condensed interim financial statements have been prepared on the going concern basis, which presumes that the Company will continue operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of business.  The Company has incurred a loss of $55,477, for the six month period ended January 31, 2014 and has accumulated a deficit during the exploration stage of $947,402.  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, 2014, the Company has working capital deficiency of $614,202, which would not be sufficient to fund the current level of operations.  

2.

BASIS OF PREPARATION

Generally accepted accounting principles

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

Recently Adopted and Recently Issued Accounting Standards

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

Use of Estimates

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

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PATRIOT MINEFINDERS INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2014

(Unaudited)

3.

RELATED PARTY TRANSACTIONS

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

a)

Consulting fees of $28,248 (2013 - $30,000) to a company with a common director of the Company and $8,629 (2013 - $Nil) to a company controlled by the CEO of the Company.

As at January 31, 2014, included in due to related parties is $67,100 (July 31, 2013 - $67,100) representing advances made by a former director.  The advances are due on demand without interest.

As at January 31, 2014, due to related parties included in accounts payable and accrued liabilities is $471,076 (July 31, 2013 - $398,323) to current and former officers and companies controlled by directors and officers of the Company.  Of this amount, $333,488 (July 31, 2013 - $287,431) represents advances made by Skanderbeg Capital Partners Inc. (“Skanderbeg”), a company that advises the Company’s management and does promotional work for the Company.  Skanderbeg has made payments on behalf of the Company until such time as the Company is able to complete a financing.

Rent included in general and administration of $1,725 (2013 - $6,785) and consulting fees of $3,421 (2013 - $6,443) were paid and accrued to Skanderbeg.

4.

CAPITAL STOCK AND ADDITIONAL PAID-IN-CAPITAL

There were no transactions during the period ended January 31, 2014.

During the year ended July 31, 2013:

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

5.

SEGMENTED INFORMATION

The Company has one reportable segment, being the search for a suitable business opportunity.  

6.

LOAN RECEIVABLE

During the period ended January 31, 2014, the Company entered in to a Binding Letter of Intent (“BLOI”) with Wundr Software Inc. (“Wundr”).  Under the terms of the BLOI, the Company would acquire 100% of the issued and outstanding common shares of Wundr. Due to unforeseen circumstances, the Company did not go through with the BLOI.

As of January 31, 2014, included in receivables is $50,038 representing advances made to Wundr by the Company. The advances are due on demand without interest.

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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, 2014, we had a cash balance of $71, compared to a cash balance of $10,146 as of July 31, 2013.

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

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

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that every start-up technology companies ultimately develop into profitable companies. Our future financial results are also uncertain due to a number of factors, some of which are outside our control such as our ability to raise additional funding.  

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

Results of Operations for Period Ending January 31, 2014

The following unaudited summary of our results of operations should be read in conjunction with our financial statements for the six month periods ended January 31, 2014 and 2013.

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.

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Results of Operations for the Six Months Ended January 31, 2014 and 2013

Our operating results for the six month periods ended January 31, 2014 and 2013 and the changes between those periods for the respective items are summarized as follows:

Our expenses decreased during the six month period ended January 31, 2014 compared to the same period in 2013 primarily as a result of the Company becoming less active while it searched for projects in the current period.

Liquidity and Capital Resources

Working Capital

Cash Flows

As of January 31, 2014, our current assets were $69,941 and our current liabilities were $684,143 and we had a working capital deficit of $614,202. Our unaudited financial statements report a net loss of $55,477 for the six months ended January 31, 2014 compared to our net loss of $248,408 for the same period in 2013 and a net loss of $947,402 for the period February 9, 2007 (inception) to January 31, 2014.

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Off Balance Sheet Arrangements

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

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

(i)

lack of segregation of incompatible duties due to insufficient personnel.

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

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, 2014, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  However, as noted above, there has been a change in management's evaluation of those controls.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

None

ITEM 1A.

 RISK FACTORS.

Prior to making an investment decision investors should consider the investment risks set out below and those described elsewhere in this document, which are in addition to the usual risks associated with an investment in a business at an early stage of development. The directors of the Company consider the risks set out below to be the most significant to potential investors in the Company, but are not all of the risks associated with an investment in securities of the Company. If any of these risks materialize into actual events or circumstances or other possible additional risks and uncertainties of which the Directors are currently unaware, or which they consider not to be material in relation to the Group's business, actually occur,

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the Group's assets, liabilities, financial condition, results of operations (including future results of operations), business and business prospects, are likely to be materially and adversely affected. In such circumstances, the price of the Company’s securities could decline and investors may lose all or part of their investment.

 

Patriot Will Require Significant Amounts of Additional Capital in the Future

 

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

 

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

 

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

Currency Risk

 

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

(REMOVED AND RESERVED).

ITEM 5.

OTHER INFORMATION.

On March 6, 2014, Patriot Minefinders Inc. issued a news release to announce the appointment of Fred Tejada as Chief Financial Officer.  Concurrently, Mr. Justin Blanchet resigned from the Board of Directors and as Chief Financial Officer effective March 4, 2014.

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

ITEM 6.

EXHIBITS.

(a)

The following exhibits are filed herewith:

31.1

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

31.2

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

32.1

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

32.2

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

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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/ Fred Tejada

Fred Tejada, Chief Executive Officer

Date:  March 14, 2014

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