UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 10, 2006
PATRIOT GOLD CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of Incorporation)
000-32919 86-0947048
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(Commission File Number) (IRS Employer Identification No.)
501-1775 Bellevue Avenue
West Vancouver, B.C., Canada V7V 1A9
(Address of Principal Executive Offices, Zip Code)
(604)-925-5257
(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 10, 2006, Patriot Gold Corp. (the "Registrant") entered into a Stock
Option Agreement with Robert Coale, who is the President, Chief Executive
Officer, Secretary, and Treasurer, and a director of the Registrant. Pursuant to
such agreement, Mr. Coale was issued 200,000 options, each entitling him to
purchase one share of common stock at a price of $0.25 until March 10, 2016. In
consideration therefor, Mr. Coale and the Registrant entered into a Buy-Back
Option Agreement, pursuant to which Mr. Coale granted to the Registrant the
option to purchase all or any portion of the 3,000,000 shares of the
Registrant's common stock that are owned by Mr. Coale for a purchase price of
$0.01 per share.
On March 10, 2006, the Registrant entered into a Stock Option Agreement with
Robert Sibthorpe, who is a director of the Registrant. Pursuant to such
agreement, Mr. Sibthorpe was issued 200,000 options, each entitling him to
purchase one share of common stock at a price of $0.25 until March 10, 2016. In
consideration therefor, Mr. Sibthorpe and the Registrant entered into a Buy-Back
Option Agreement, pursuant to which Mr. Sibthorpe granted to the Registrant the
option to purchase all or any portion of the 3,000,000 shares of the
Registrant's common stock that are owned by Mr. Sibthorpe for a purchase price
of $0.01 per share.
On March 10, 2006, the Registrant entered into a Redemption Agreement with
Ronald C. Blomkamp, pursuant to which the Registrant purchased from Mr. Blomkamp
3,000,000 shares of the Registrant's common stock that was owned by Mr.
Blomkamp. The purchase price for such shares paid to Mr. Blomkamp by the
Registrant was $0.01 per share, which amounted to an aggregate of $30,000.
For all the terms and conditions of the Stock Option Agreement with Robert
Coale, the Buy-Back Option Agreement with Robert Coale, the Stock Option
Agreement with Robert Sibthorpe, the Buy-Back Option Agreement with Robert
Sibthorpe, and the Redemption Agreement with Ronald C. Blomkamp, reference is
hereby made to such agreements annexed hereto, respectively, as exhibits 10.1,
10.2, 10.3, 10.4, and 10.5. All statements made herein concerning the foregoing
agreements are qualified by references to said exhibits.
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SECTION 9-FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired. Not applicable
(b) Pro forma financial information. Not applicable
(c) Exhibits:
Exhibit 10.1 Stock Option Agreement, dated March 10, 2006, between
Patriot Gold Corp. and Robert Coale
Exhibit 10.2 Buy-Back Option Agreement, dated March 10, 2006, between
Patriot Gold Corp. and Robert Coale
Exhibit 10.3 Stock Option Agreement, dated March 10, 2006, between
Patriot Gold Corp. and Robert Sibthorpe
Exhibit 10.4 Buy-Back Option Agreement, dated March 10, 2006, between
Patriot Gold Corp. and Robert Sibthorpe
Exhibit 10.5 Redemption Agreement, dated March 10, 2006, between
Patriot Gold Corp. and Ronald C. Blomkamp
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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 hereunto duly authorized.
PATRIOT GOLD CORP.
By: /s/ Robert Coale
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Name: Robert Coale
Title: President, Chief Executive Officer,
Secretary, and Treasurer
Date: March 10, 2006
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