SECURITIES & EXCHANGE COMMISSION
                              Washington D.C. 20549


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 1)




                               Patriot Gold Corp.
                                (Name of Issuer)

                         Common Stock, $0.001 Par Value
                         (Title of Class of Securities)

                                   70337F 10 3
                                 (CUSIP Number)

                                 Bruce Johnstone
                102 Donaghy Avenue, North Vancouver, B.C. Canada
                                Tel: 604-250-5121
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                February 2, 2004
             (Date of Event Which Requires Filing of this Statement)


    If the filing  person has  previously  filed a statement  of Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box _.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                                     Page 1





CUSIP No. 25383R104                    13D                                Page 2

- --------- ----------------------------------------------------------------------
1          NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
          Bruce Johnstone
- --------- ----------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                    (a) [_]
                    (b) [_]
- --------- ----------------------------------------------------------------------
3          SEC USE ONLY
- --------- ----------------------------------------------------------------------
4          SOURCE OF FUNDS (See Instructions)
- --------- ----------------------------------------------------------------------
5          CHECK IF  DISCLOSURE  OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT TO
           ITEMS 2(d) or 2(e)
- --------- ----------------------------------------------------------------------
6          CITIZENSHIP OR PLACE OF ORGANIZATION
          Canadian
- --------------------------------- ----- ----------------------------------------
                                   7     SOLE VOTING POWER
                                             4,500,000 shares
Number of                         ----- ----------------------------------------
Shares                             8     SHARED VOTING POWER
Beneficially                                 0 shares
Owned By                          ----- ----------------------------------------
Each                               9     SOLE DISPOSITIVE POWER
Reporting                                    4,500,000 shares
Person                            ----- ----------------------------------------
With                               10     SHARED DISPOSITIVE POWER
                                             0 shares
- --------------------------------- ----- ----------------------------------------
 11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
          4,500,000
- --------- ----------------------------------------------------------------------
12         CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------- ----------------------------------------------------------------------
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
          16.23%
- --------- ----------------------------------------------------------------------
14         TYPE OF REPORTING PERSON*
                    IN
- --------- ----------------------------------------------------------------------


                      *SEE INSTRUCTION BEFORE FILLING OUT!

** See explanation contained herein








Item 5 of the Schedule 13D which was filed by Bruce  Johnstone  (the  "Reporting
Person") on October 20, 2003 (the "Schedule  13D") is hereby amended by deleting
said Item in its entirety and replacing it with the following:

Item 5.  Interest in Securities of the Issuer.

         (a) The Reporting Person is the beneficial owner of 4,500,000 shares of
common stock, or  approximately  16.23% of the issued and outstanding  shares of
common stock of the Issuer.

         (b) The Reporting  Person has the sole power to vote or direct the vote
and the sole power the dispose or direct the disposition of all of the shares of
common stock of the Issuer currently owned by it.

         (c) On or about  January 22, 2004,  the  Reporting  Person  transferred
9,000,000  shares  of his  common  stock to each of the three  directors  of the
Issuer.

         (d) No person other than the Reporting  Person has the right to receive
or the power to direct the receipt of dividends  from,  or the proceeds from the
sale of, the shares reported above in this Item 5.

         (e) Not applicable.


Item 6 of the Schedule 13D is hereby  amended by adding the following at the end
thereto:

         On January 22, 2004,  the Reporting  Person waived any rights he had to
have his shares of Common Stock included in the next  Registration  Statement to
be filed by the Issuer.  The Issuer  agreed that it will use its best efforts to
file with the SEC a  Registration  Statement on Form SB-2 covering the resale by
the  Reporting  Person of all his shares of Common  Stock prior to December  31,
2004.







                                    SIGNATURE

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Date:  February 9, 2004



                                                             /s/ Bruce Johnstone
                                                                 Bruce Johnstone







Attention: Intentional  misstatements  or omissions of fact  constitute  Federal
           criminal violations (See 18 U.S.C. 1001)