Exhibit        31

 

**CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER        PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002**

 

I,        Robert Coale, Chairman, President, Chief Executive Officer, Chief Operating Officer,        Secretary, and Director of Patriot Gold Corp. (the “Company”), certify        that:

 

| 1. | I have reviewed this Annual Report on Form 10-KSB of the                        Company; |
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2.           Based on my knowledge, this report does not contain any untrue statement of        a material fact or omit to state a material fact necessary to make the statements made, in        light of the circumstances under which such statements were made, not misleading with        respect to the period covered by this report;

 

3.           Based on my knowledge, the financial statements, and other financial        information included in this report, fairly present in all material respects the financial        condition, results of operations and cash flows of the Company as of, and for, the periods        presented in this report;

 

4.          The Company's other certifying officer(s) and I are responsible for        establishing and maintaining disclosure controls and procedures (as defined in Exchange Act        Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in        Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

a.        Designed such disclosure controls and procedures, or caused such disclosure        controls and procedures to be designed under our supervision, to ensure that material        information relating to the Company, including its consolidated subsidiaries, is made known        to us by others within those entities, particularly during the period in which this report        is being prepared;

 

b.        Designed such internal control over financial reporting, or caused such        internal control over financial reporting to be designed under our supervision, to provide        reasonable assurance regarding the reliability of financial reporting and the preparation        of financial statements for external purposes in accordance with generally accepted        accounting principles;

 

c.         Evaluated the effectiveness of the Company's disclosure controls and        procedures and presented in this report our conclusions about the effectiveness of the        disclosure controls and procedures, as of the end of the period covered by this report        based on such evaluation; and

 

d.         Disclosed in this report any change in the Company's internal control over        financial reporting that occurred during the Company's most recent fiscal quarter (the        Company's fourth fiscal quarter in the case of an annual report) that has materially        affected, or is reasonably likely to materially affect, the Company's internal control over        financial reporting; and

 

5.           The Company's other certifying officer(s) and I have disclosed, based on our        most recent evaluation of internal control over financial reporting, to the Company's        auditors and the audit committee of the Company's board of directors (or persons performing        the equivalent functions):

 

 

 

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a.         All significant deficiencies and material weaknesses in the design or        operation of internal control over financial reporting which are reasonably likely to        adversely affect the Company's ability to record, process, summarize and report financial        information; and

 

b.         Any fraud, whether or not material, that involves management or other        employees who have a significant role in the Company's internal control over financial        reporting.

 

 

| Date: August 24, 2007 |   | /s/ Robert Coale                                                                                                      |
|-----------------------|--------|-----------------------------------------------------------------------------------------------------------------------|
|                  |   | Robert Coale                                                                                                          |
|                  |   | Chairman, President, Chief Executive Officer, Chief                        Operating Officer, Secretary, and Director |
|                  |   | (Principal Executive and Principal Financial                        Officer)                                          |

 

 

 

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