Amended Statement of Ownership (sc 13g/a)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendement No. 3)

Pacific North West Capital Corp.
(Name of Issuer)

Common Shares
(Title of Class of Securities)

694916107
(CUSIP Number)

January 31, 2013
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]Rule 13d-1(b)
[ X ]Rule 13d-1(c)
[ ]Rule 13d-1(d)

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 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).

CUSIP No. 694916107 (1) Names of reporting persons Sprott Asset Management LP (2) Check the appropriate box if a member of a group (a) [ ] (b) [x] (3) SEC use only (4) Citizenship or place of organization Ontario, Canada Number of (5) Sole voting power 3,166,667 shares beneficially (6) Shared voting power 0 owned by each (7) Sole dispositive power 3,166,667 reporting person with: (8) Shared dispositive power 0 (9) Aggregate amount beneficially owned by each reporting person 3,166,667 (10) Check if the aggregate amount in Row (9) excludes certain shares [ ] (11) Percent of class represented by amount in Row (9) 3.0% (12) Type of reporting person IA Item 1 (a). Name of issuer: Pacific North West Capital Corp. Item 1 (b). Address of issuer principal executive offices: 650-555 West 12th Avenue, Vancouver, BC V6M 2A3 Item 2 (a). Name of person filing: Sprott Asset Management LP Item 2 (b). Address of principal business office or, if none, residence: 2700-200 Bay Street, Royal Bank Plaza South Tower,Toronto, ON M5J 2J1 Item 2 (c). Citizenship: Canada Item 2 (d). Title of class of securities: Common Shares Item 2 (e). CUSIP No.: 694916107 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a)[ ] Broker or dealer registered under Section 15 of the Act; (b)[ ] Bank as defined in Section 3(a)(6) of the Act; (c)[ ] Insurance company as defined in Section 3(a)(19) of the Act; (d)[ ] Investment company registered under Section 8 of the Investment Company Act of 1940; (e)[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f)[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g)[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h)[ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i)[ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; (j)[ ] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ___________ Item 4. Ownership. (a) Amount beneficially owned: 3,166,667 (b) Percent of class: 3.0% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 3,166,667 (ii) Shared power to vote or to direct the vote: 0 (iii)Sole power to dispose or to direct the disposition of: 3,166,667 (iv) Shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of 5 Percent or Less of a Class. If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x] Item 6. Ownership of More than 5 Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10.Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. February 7, 2013 ------------------ Date SPROTT ASSET MANAGEMENT LP, by its General Partner, SPROTT ASSET MANAGEMENT GP INC. By: _____________________________ Name: /s/ Kirstin McTaggart Title: Chief Compliance Officer