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
At a glance
What changed in the latest 10-K
Risk Factors
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
“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. …”see in full comparison
“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.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (3)
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.
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.
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)
Largest changes
“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. …”see in full comparison
Net income(loss) for the year ended December 31,see in full comparison20242025 was a loss of$3,148,886$1,879,452 compared to netincomeloss 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 netincome.loss. The decrease in the netincomeloss is primarily due to the$1,568,825$1,059,000 decreasein royalty revenue, the $1,075,000 increasein income taxexpenseexpense,anda$868,427$167,327increasedecrease in general and administrativeexpenses. This was offset byexpenses, a$202,559$131,173 decrease in consulting expenses and a$56,611$284,203 decrease of mineralcosts.costs offset by the $361,523 decrease in royalty revenue.
Cash provided by (used in) operations was (see in full comparison$1,207,886$1,002,318) and$582,584($1,207,886) for the years ended December 31,20242025 and2023,2024, respectively. The$1,790,470$205,568 change in cash used in operations was primarily due to the decrease incashtheprovideddeferred tax asset offset byoperations was primarily due tothe change in the royalties receivableaccount and the decrease in the deferred tax asset.account.
For the years ended December 31,see in full comparison20242025 and2023,2024, general and administrative expenses were$1,414,610$1,247,283 and$546,183,$1,414,610, respectively, for an approximate$868,000$167,000increase,decrease, primarily due totothe decrease in consulting expenses and bad debt expense, offset by an increase inthe allowance for doubtful accounts and legalprofessional fees.
see in full comparisonFinancingCash provided by (used in) financing activities during the years ended December 31, 2025 and 2024 were $664,095 and2023($93,360),usedrespectively. In 2025, cashofwas$93,360received from a note payable to a related party and$1,038,853,inrespectively,2024, the usage was from the re-purchase and cancellation of common stock.
We had total assets ofsee in full comparison$531,035$179,103 at December 31, 20252024consisting 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 accountspayablepayable, accrued expenses andaccruedaexpenses.$664,095 note payable to a related party.
Full comparison: every changed paragraph (8)
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.
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.
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.
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.
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.
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.
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.
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
Risk Factors
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)
Largest changes
Comparison of the Three Months and Six Months Endedsee in full comparisonMarchJune31,30, 2026 to the Three Months and Six Months EndedMarchJune31,30, 2025
Netsee in full comparisonlossincome for the three months endedMarchJune31,30, 20262026was($273,021)$1,284,517 compared to net loss of ($400,106$574,930) for the three months endedMarchJune31,30, 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.
For the three months endedsee in full comparisonMarchJune31,30, 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 currencyexchange, offset by a $16,000 increase in interest expense.exchange.
We had total assets ofsee in full comparison$177,977$981,663 atMarchJune31,30, 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 atMarchJune31,30, 2026, consisting primarily of accounts payable and accrued expenses, both trade and with related parties, as well as a convertible note payable.
For the three months endedsee in full comparisonMarchJune31,30, 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.
For the three months endedsee in full comparisonMarchJune31,30, 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.
Full comparison: every changed paragraph (12)
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.
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
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.
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.
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.
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.
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.
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.
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.
There were no investing activities or financing activities
for the three six
months ended MarchJune 31,30, 2026 and 2025.
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.
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.