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PGOL 10-K & 10-Q changes, risk factors and insider trading

Patriot Gold Corp. · OTC · Gold And Silver Ores · CIK 1080448 · All filings on SEC.gov

Everything below is quoted or computed from Patriot Gold Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

3 / 0risk-factor paragraphs added / removed in latest 10-K
1new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-04-10 (period ending 2025-12-31) with 10-K filed 2025-04-09 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

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New heading “2. Our dependence on royalty payments from a single mining operation, which has temporarily ceased making payments, raises substantial doubt about our ability to continue as a going concern.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: going concern, liquidity
“As noted in the auditor’s opinion on our audited financial statements and a related footnote to our audited financial statements, we have incurred significant recurring operating losses primarily driven by the temporary cessation of the Moss Mine royalty. As a result, the Company has determined there is substantial doubt about our ability to continue as a going concern. If the mine operator is unable to resume royalty payments in a timely manner, or at all, the Company may not have sufficient liquidity to meet its obligations as they come due. …”
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New text
“2. Our dependence on royalty payments from a single mining operation, which has temporarily ceased making payments, raises substantial doubt about our ability to continue as a going concern.”
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New text topics: going concern
“Any failure to obtain additional funding or to achieve sufficient cash inflows from royalty payments could have a material adverse effect on the Company’s financial condition, results of operations, and ability to continue as a going concern.”
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Added

2. Our dependence on royalty payments from a single mining operation, which has temporarily ceased making payments, raises substantial doubt about our ability to continue as a going concern.

Added

As noted in the auditor’s opinion on our audited financial statements and a related footnote to our audited financial statements, we have incurred significant recurring operating losses primarily driven by the temporary cessation of the Moss Mine royalty. As a result, the Company has determined there is substantial doubt about our ability to continue as a going concern. If the mine operator is unable to resume royalty payments in a timely manner, or at all, the Company may not have sufficient liquidity to meet its obligations as they come due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company may be required to seek additional financing, reduce operating expenditures, or pursue other strategic alternatives; however, there can be no assurance that such measures will be successful or available on acceptable terms.

Added

Any failure to obtain additional funding or to achieve sufficient cash inflows from royalty payments could have a material adverse effect on the Company’s financial condition, results of operations, and ability to continue as a going concern.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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“Critical Accounting Policies and Significant Judgments and Estimates The preparation of financial statements in conformity with U.S. 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 reported amounts of income and expense during the reporting periods presented. …”
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Net income(loss) for the year ended December 31, 2024 2025 was a loss of $3,148,886$1,879,452 compared to net income loss of $83,632$3,149,619 for the year ended December 31, 2023,2024, for an approximate $3,233,000$1,270,000 decrease in net income.loss. The decrease in the net incomeloss is primarily due to the $1,568,825$1,059,000 decrease in royalty revenue, the $1,075,000 increase in income tax expenseexpense, anda $868,427$167,327 increasedecrease in general and administrative expenses. This was offset byexpenses, a $202,559$131,173 decrease in consulting expenses and a $56,611$284,203 decrease of mineral costs.costs offset by the $361,523 decrease in royalty revenue.
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Cash provided by (used in) operations was ($1,207,886$1,002,318) and $582,584($1,207,886) for the years ended December 31, 20242025 and 2023,2024, respectively. The $1,790,470$205,568 change in cash used in operations was primarily due to the decrease in cashthe provideddeferred tax asset offset by operations was primarily due to the change in the royalties receivable account and the decrease in the deferred tax asset.account.
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For the years ended December 31, 20242025 and 2023,2024, general and administrative expenses were $1,414,610$1,247,283 and $546,183,$1,414,610, respectively, for an approximate $868,000$167,000 increase,decrease, primarily due to to the decrease in consulting expenses and bad debt expense, offset by an increase in the allowance for doubtful accounts and legalprofessional fees.
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FinancingCash provided by (used in) financing activities during the years ended December 31, 2025 and 2024 were $664,095 and 2023($93,360), usedrespectively. In 2025, cash ofwas $93,360received from a note payable to a related party and $1,038,853,in respectively,2024, the usage was from the re-purchase and cancellation of common stock.
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We had total assets of $531,035$179,103 at December 31, 2025 2024 consisting primarily of $401,207$57,294 of cash and $22,082$52,445 of marketable securities. We had total liabilities of $738,305$2,027,613 at December 31, 2024, 2025, consisting primarily of accounts payablepayable, accrued expenses and accrueda expenses.$664,095 note payable to a related party.
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Full comparison: every changed paragraph (8)

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Reworded

Net income(loss) for the year ended December 31, 2024 2025 was a loss of $3,148,886$1,879,452 compared to net income loss of $83,632$3,149,619 for the year ended December 31, 2023,2024, for an approximate $3,233,000$1,270,000 decrease in net income.loss. The decrease in the net incomeloss is primarily due to the $1,568,825$1,059,000 decrease in royalty revenue, the $1,075,000 increase in income tax expenseexpense, anda $868,427$167,327 increasedecrease in general and administrative expenses. This was offset byexpenses, a $202,559$131,173 decrease in consulting expenses and a $56,611$284,203 decrease of mineral costs.costs offset by the $361,523 decrease in royalty revenue.

Reworded

For the years ended December 31, 20242025 and 2023,2024, mineral and exploration expenses were $369,654$85,451 and $426,265,$369,654, respectively, for an approximate $57,000$284,000 decrease. The decrease is primarily due to a decrease of $81,000 in expenditures on new exploration projects.

Reworded

For the years ended December 31, 20242025 and 2023,2024, general and administrative expenses were $1,414,610$1,247,283 and $546,183,$1,414,610, respectively, for an approximate $868,000$167,000 increase,decrease, primarily due to to the decrease in consulting expenses and bad debt expense, offset by an increase in the allowance for doubtful accounts and legalprofessional fees.

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For the years ended December 31, 20242025 and 2023,2024, other income (expense) was $28,422$18,409 and $7,938,$28,422, respectively. The change in other income (expense) is due to an approximated $18,000$41,000 increasechange in unrealized gain(loss) of marketable securities offset by a decrease in interest earned.

Reworded

We had total assets of $531,035$179,103 at December 31, 2025 2024 consisting primarily of $401,207$57,294 of cash and $22,082$52,445 of marketable securities. We had total liabilities of $738,305$2,027,613 at December 31, 2024, 2025, consisting primarily of accounts payablepayable, accrued expenses and accrueda expenses.$664,095 note payable to a related party.

Reworded

Cash provided by (used in) operations was ($1,207,886$1,002,318) and $582,584($1,207,886) for the years ended December 31, 20242025 and 2023,2024, respectively. The $1,790,470$205,568 change in cash used in operations was primarily due to the decrease in cashthe provideddeferred tax asset offset by operations was primarily due to the change in the royalties receivable account and the decrease in the deferred tax asset.account.

Reworded

FinancingCash provided by (used in) financing activities during the years ended December 31, 2025 and 2024 were $664,095 and 2023($93,360), usedrespectively. In 2025, cash ofwas $93,360received from a note payable to a related party and $1,038,853,in respectively,2024, the usage was from the re-purchase and cancellation of common stock.

Added

Critical Accounting Policies and Significant Judgments and Estimates The preparation of financial statements in conformity with U.S. 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 reported amounts of income and expense during the reporting periods presented. Note 2, “Significant Accounting Policies,” of the the Notes to Financial Statements for the years ended December 31, 2025 and 2024 included in this form 10-K, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-14 (period ending 2026-06-30) with 10-Q filed 2026-05-15 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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Comparison of the Three Months and Six Months Ended MarchJune 31, 30, 2026 to the Three Months and Six Months Ended MarchJune 31,30, 2025
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Net lossincome for the three months ended MarchJune 31,30, 2026 2026 was ($273,021)$1,284,517 compared to net loss of ($400,106$574,930) for the three months ended MarchJune 31,30, 2025. Net income for the six months ended June 30, 2026 was $1,011,496 compared to net loss of ($975,036) for the six months ended June 30, 2025. The change in profitability is primarily due to the approximate $74,000$1,778,000 increase in royalty revenue, a decrease of $166,000 in general and administrative expenses and a $35,000 $44,000 decrease in consulting expenses.
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For the three months ended MarchJune 31,30, 2026 and 2025, 2025, other income (expenses) were $24,236($30,154) and $13,386,($2,664), respectively. For the six months ended June 30, 2026 and 2025, other income (expenses) were ($5,918) and $10,722, respectively. The change in other income/expense is due to an approximate $19,000$37,000 increase in interest expense, increasea $5,000 decrease in unrealized gains on marketable securities, andoffset by a $8,000$26,000 increase in currency exchange, offset by a $16,000 increase in interest expense.exchange.
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We had total assets of $177,977$981,663 at MarchJune 31,30, 2026 consisting primarily of $38,205$573,666 of cash, $82,808$54,101 of marketable securities, $302,228 of royalties receivables and $56,964$51,668 of prepaid expenses. We had total liabilities of $2,297,598 $1,813,649 at MarchJune 31,30, 2026, consisting primarily of accounts payable and accrued expenses, both trade and with related parties, as well as a convertible note payable.
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For the three months ended MarchJune 31,30, 2026 and 2025, mineral and exploration expenses were $12,311$13,982 and $19,850,$21,330, respectively. For the six months ended June 30, 2026 and 2025, mineral and exploration expenses were $26,293 and $41,180, respectively. The slight decrease in 2026 is primarily due to a temporary pause in drilling and exploration expenditures on the Windy Peak project.
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For the three months ended MarchJune 31,30, 2026 and 2025, general and administrative expenses were $215,339$379,447 and $289,526,$471,715, respectively. For the six months ended June 30, 2026 and 2025, general and administrative expenses were $594,786 and $761,242, respectively. The decrease in 2026 is primarily due to a decrease in legal fees.
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Reworded

As a natural resource exploration company, our focus focus is to acquire, explore and develop natural resource properties which may host mineral reserves which may be economical to extract commercially. 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 may not be sufficient to fund planned operations for 2026 after payment of accounts payable and convertible notes payable outstanding at MarchJune 31,30, 2026. Our officers and directors and advisors, attorneys and consultants will continue to be utilized to support all operations.

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Comparison of the Three Months and Six Months Ended MarchJune 31, 30, 2026 to the Three Months and Six Months Ended MarchJune 31,30, 2025

Reworded

During the three months and six months ended March 31,June 30, 2026 and 2025, we had norevenue revenueof $1,777,840 and $0, respectively, resulting from the Moss Mine royalty (see Note 4). We are currently exploring and developing our properties and are actively reviewing new projects.

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Net lossincome for the three months ended MarchJune 31,30, 2026 2026 was ($273,021)$1,284,517 compared to net loss of ($400,106$574,930) for the three months ended MarchJune 31,30, 2025. Net income for the six months ended June 30, 2026 was $1,011,496 compared to net loss of ($975,036) for the six months ended June 30, 2025. The change in profitability is primarily due to the approximate $74,000$1,778,000 increase in royalty revenue, a decrease of $166,000 in general and administrative expenses and a $35,000 $44,000 decrease in consulting expenses.

Reworded

For the three months ended MarchJune 31,30, 2026 and 2025, mineral and exploration expenses were $12,311$13,982 and $19,850,$21,330, respectively. For the six months ended June 30, 2026 and 2025, mineral and exploration expenses were $26,293 and $41,180, respectively. The slight decrease in 2026 is primarily due to a temporary pause in drilling and exploration expenditures on the Windy Peak project.

Reworded

For the three months ended MarchJune 31,30, 2026 and 2025, general and administrative expenses were $215,339$379,447 and $289,526,$471,715, respectively. For the six months ended June 30, 2026 and 2025, general and administrative expenses were $594,786 and $761,242, respectively. The decrease in 2026 is primarily due to a decrease in legal fees.

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For the three months ended MarchJune 31,30, 2026 and 2025, 2025, other income (expenses) were $24,236($30,154) and $13,386,($2,664), respectively. For the six months ended June 30, 2026 and 2025, other income (expenses) were ($5,918) and $10,722, respectively. The change in other income/expense is due to an approximate $19,000$37,000 increase in interest expense, increasea $5,000 decrease in unrealized gains on marketable securities, andoffset by a $8,000$26,000 increase in currency exchange, offset by a $16,000 increase in interest expense.exchange.

Reworded

We had total assets of $177,977$981,663 at MarchJune 31,30, 2026 consisting primarily of $38,205$573,666 of cash, $82,808$54,101 of marketable securities, $302,228 of royalties receivables and $56,964$51,668 of prepaid expenses. We had total liabilities of $2,297,598 $1,813,649 at MarchJune 31,30, 2026, consisting primarily of accounts payable and accrued expenses, both trade and with related parties, as well as a convertible note payable.

Reworded

Cash provided by (used in) operations was ($168,399) $224,993 and ($115,940$277,487) for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The $52,459$502,482 increase in cash provided by (used in) operations was primarily due to the change in accountsroyalty payable and accrued liabilities.revenue.

Reworded

There were no investing activities or financing activities for the three six months ended MarchJune 31,30, 2026 and 2025.

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Cash provided by financing activities during the six three months ended MarchJune 31,30, 2026 and 2025 were $147,400$286,351 and $0, respectively. In 2026, cash was received from a notenotes payable to a related party.

Reworded

Mineral exploration costs and payments related to 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 MarchJune 31,30, 2026.

PGOL insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding PGOL (13F)

None of the 59 investors we track reported a position in their latest 13F.

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