##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-QSB



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2004



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
|- | --------------------------------------------------------------------------------------------



For the transition period from  to



Commission File No. 333-75791



---



PATRIOT MOTORCYCLE CORPORATION

(Exact name of registrant as specified in its charter)



---



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Nevada                                                         |  | 13-3961109                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



1062 Calle Negocio,
Suite F, San Clemente, CA 92673

(Address of principal executive offices)



(949) 488-0434

(Issuers telephone number)



---



Indicate by checkmark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes ̈No  x



Indicate by checkmark whether the registrant is
an accelerated filer (as defined in Exchange A Rule 12b-2)    Yes ̈No  x



The aggregate market value of the voting stock
held by non-affiliates of the registrant (based upon the closing price of such stock, as reported by the Pink Sheets as of June 30, 2004 is $576,729



The number of shares outstanding of each of the registrants common stock as of September 15, 2005 was 9,967,589.



Transitional Small Business Disclosure Format (check
one):    Yes ̈No  x



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act.):    Yes ̈No  x



---



---

##### Table of Contents

PATRIOT MOTORCYCLE CORPORATION



Index



|         |  |                                                                                                                                                         |  |         
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                                                                                                                                                         |  | PAGE NO.
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                   |  |         
|         |  |                                                                                                                                                        
|Item 1.  |  | Unaudited Condensed Consolidated Financial Statements                                                                                                   |  |         
|         |  |                                                                                                                                                        
|         |  | Condensed Consolidated Balance Sheets-June 30, 2004 (Unaudited) and September 30, 2003                                                                  |  | 3       
|         |  |                                                                                                                                                        
|         |  | Condensed Consolidated Statements of Operations-three and nine months ended June 30, 2004 and 2003 (unaudited)                                          |  | 4       
|         |  |                                                                                                                                                        
|         |  | Condensed Consolidated Statement of Shareholders Equity (Deficiency)-nine months ended June 30, 2004 (unaudited) and the year ended September 30, 2003 |  | 5       
|         |  |                                                                                                                                                        
|         |  | Condensed Consolidated Statements of Cash Flows-nine months ended June 30, 2004 and 2003 (unaudited)                                                    |  | 6       
|         |  |                                                                                                                                                        
|         |  | Notes to Condensed Consolidated Financial Statements - June 30, 2004 (unaudited)                                                                        |  | 7-12    
|         |  |                                                                                                                                                        
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                   |  | 12      
|         |  |                                                                                                                                                        
|Item 3.  |  | Controls and Procedures                                                                                                                                 |  | 14      
|         |  |                                                                                                                                                        
|PART II. |  | OTHER INFORMATION                                                                                                                                       |  |         
|         |  |                                                                                                                                                        
|Item 1.  |  | Legal Proceedings                                                                                                                                       |  | 15      
|         |  |                                                                                                                                                        
|Item 2.  |  | Changes in Securities                                                                                                                                   |  | 15      
|         |  |                                                                                                                                                        
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                                         |  | 15      
|         |  |                                                                                                                                                        
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                                                     |  | 15      
|         |  |                                                                                                                                                        
|Item 5.  |  | Other Information                                                                                                                                       |  | 15      
|         |  |                                                                                                                                                        
|         |  | Exhibits                                                                                                                                                |  | 16      
|         |  |                                                                                                                                                        
|         |  | Signature                                                                                                                                               |  | 17      



2



---

##### Table of Contents

PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



PATRIOT MOTORCYCLE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                             |  |               |            |   |                    |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                                                                                                                                             |  | June 30, 2004 |            |   | September 30, 2003 |  
|                                                                                                                                                                             |  | (Unaudited)   |            |   |                    |  
|Assets                                                                                                                                                                       |  |               |            |   |                    |   |            |  
|Current Assets:                                                                                                                                                              |  |               |            |   |                    |   |            |  
|Cash                                                                                                                                                                         |  | $             | 75,833     |   |                    | $ |           |  
|Accounts receivable                                                                                                                                                          |  |               |           |   |                    |   |           |  
|Inventory                                                                                                                                                                    |  |               |           |   |                    |   |           |  
|                                                                                                                                                                             |  |               |            |   |                    |   |            |  
|Total current assets                                                                                                                                                         |  |               | 75,833     |   |                    |   |           |  
|Property Plant & Equipment, net                                                                                                                                              |  |               |           |   |                    |   |           |  
|                                                                                                                                                                             |  |              
|Other Assets:                                                                                                                                                                |  |               |            |   |                    |   |            |  
|Deposits                                                                                                                                                                     |  |               |           |   |                    |   |           |  
|Loan Receivable-shareholder                                                                                                                                                  |  |               |           |   |                    |   |           |  
|                                                                                                                                                                             |  |               |            |   |                    |   |            |  
|TOTAL ASSETS                                                                                                                                                                 |  | $             | 75,833     |   |                    | $ |           |  
|                                                                                                                                                                             |  |               |            |   |                    |   |            |  
|Liabilities & Shareholders Deficiency                                                                                                                                       |  |               |            |   |                    |   |            |  
|Current Liabilities:                                                                                                                                                         |  |               |            |   |                    |   |            |  
|Note payable                                                                                                                                                                 |  | $             | 25,000     |   |                    | $ | 25,000     |  
|Accounts payable and accrued expenses                                                                                                                                        |  |               | 52,071     |   |                    |   | 47,071     |  
|Income taxes payable                                                                                                                                                         |  |               | 7,200      |   |                    |   | 7,200      |  
|                                                                                                                                                                             |  |               |            |   |                    |   |            |  
|Total current liabilities                                                                                                                                                    |  |               | 84,271     |   |                    |   | 79,271     |  
|                                                                                                                                                                             |  |               |            |   |                    |   |            |  
|Commitments and contingencies                                                                                                                                                |  |               |            |   |                    |   |            |  
|                                                                                                                                                                             |  |              
|Shareholders Deficiency                                                                                                                                                     |  |               |            |   |                    |   |            |  
|Preferred stock, $.001 par value, 5,000,000 shares authorized, Series A Convertible $2.30 stated value, 400,000 shares authorized; none issued
and outstanding               |  |               |           |   |                    |   |           |  
|Common stock, $.001 par value, Authorized - 50,000,000 shares, Issued and outstanding - 5,160,095 and 4,893,425 shares at June 30, 2004
and September 30, 2003, respectively |  |               | 5,160      |   |                    |   | 4,893      |  
|Additional paid in capital                                                                                                                                                   |  |               | 2,353,004  |   |                    |   | 2,123,271  |  
|Accumulated deficit                                                                                                                                                          |  |               | (2,366,602 | ) |                    |   | (2,207,435 | )
|                                                                                                                                                                             |  |               |            |   |                    |   |            |  
|TOTAL SHAREHOLDERS DEFICIENCY                                                                                                                                               |  |               | (8,438     | ) |                    |   | (79,271    | )
|                                                                                                                                                                             |  |               |            |   |                    |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS DEFICIENCY                                                                                                                               |  | $             | 75,833     |   |                    | $ |           |  
|                                                                                                                                                                             |  |               |            |   |                    |   |            |  



See accompanying
notes to condensed consolidated financial statements.



3



---

##### Table of Contents

PATRIOT MOTORCYCLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                         |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|---------------------------------------- |  | -------------------------- | --------- | ------------------------- | ---- | - | --------- |  | - | --------- | - |  | - | ---------
|                                         |  | Three months ended June 30 |           | Nine months ended June 30
|                                         |  | 2004                       |           |                           | 2003 |   | 2004      |  |   | 2003     
|Net Sales                                |  | $                          |          |                           |      | $ |          |  | $ |          |   |  | $ |         
|                                         |  |                            |           |                          
|Cost of Goods Sold                       |  |                            |          |                           |      |   |          |  |   |          |   |  |   |         
|                                         |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|Gross Profit                             |  |                            |          |                           |      |   |          |  |   |          |   |  |   |         
|                                         |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|Operating Expenses:                      |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|Selling                                  |  |                            | 9,750     |                           |      |   |          |  |   | 9,750     |   |  |   |         
|General & Administrative                 |  |                            | 149,417   |                           |      |   |          |  |   | 149,417   |   |  |   |         
|                                         |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|Total Operating Expenses                 |  |                            | 159,167   |                           |      |   |          |  |   | 159,167   |   |  |   |         
|                                         |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|NET LOSS                                 |  | $                          | (159,167  | )                         |      | $ |          |  | $ | (159,167  | ) |  | $ |         
|                                         |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|Weighted Average Shares Outstanding      |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|Basic And Diluted                        |  |                            | 4,965,954 |                           |      |   | 4,893,425 |  |   | 4,917,513 |   |  |   | 4,893,425
|                                         |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|Loss per common share, basic and diluted |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          
|Net loss                                 |  | $                          | (0.03     | )                         |      | $ |          |  | $ | (0.03     | ) |  | $ |         
|                                         |  |                            |           |                           |      |   |           |  |   |           |   |  |   |          



See accompanying
notes to condensed consolidated financial statements.



4



---

##### Table of Contents

PATRIOT MOTORCYCLE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIENCY)



For the nine months ended June 30, 2004 (unaudited)
and the year ended September 30 , 2003



|                                    |  |                 |  |                          |       |                    |   |           |                                      |   |            |   |  |   |          |  
|----------------------------------- |  | --------------- |  | ------------------------ | ----- | ------------------ | - | --------- | ------------------------------------ | - | ---------- | - |  | - | -------- | -
|                                    |  | Common Stock    |  | AdditionalPaid inCapital |       | AccumulatedDeficit |   |           | TotalShareholdersEquity(Deficiency) |  
|                                    |  | Number ofShares |  | Amount                   |       |                    |  
|Balance, October 1, 2002            |  | 4,893,425       |  | $                        | 4,893 |                    | $ | 2,123,271 |                                      | $ | (2,205,213 | ) |  | $ | (77,049  | )
|Net loss                            |  |                |  |                          |      |                    |   |          |                                      |   | (2,222     | ) |  |   | (2,222   | )
|                                    |  |                 |  |                          |       |                    |   |           |                                      |   |            |   |  |   |          |  
|Balance, September 30, 2003         |  | 4,893,425       |  |                          | 4,893 |                    |   | 2,123,271 |                                      |   | (2,207,435 | ) |  |   | (79,271  | )
|                                    |  |                 |  |                          |      
|Net proceeds from issuance of stock |  | 166,670         |  |                          | 167   |                    |   | 94,833    |                                      |   |           |   |  |   | 95,000   |  
|Stock issued for services           |  | 100,000         |  |                          | 100   |                    |   | 134,900   |                                      |   |           |   |  |   | 135,000  |  
|Net loss                            |  |                |  |                          |      |                    |   |          |                                      |   | (159,167   | ) |  |   | (159,167 | )
|                                    |  |                 |  |                          |       |                    |   |           |                                      |   |            |   |  |   |          |  
|Balance, June 30, 2004 (unaudited)  |  | 5,160,095       |  | $                        | 5,160 |                    | $ | 2,353,004 |                                      | $ | (2,366,602 | ) |  | $ | (8,438   | )
|                                    |  |                 |  |                          |       |                    |   |           |                                      |   |            |   |  |   |          |  



See accompanying
notes to condensed consolidated financial statements.



5



---

##### Table of Contents

PATRIOT MOTORCYCLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                         |  |                           |          |   |      |   |  
|---------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | -
|                                                                                         |  | Nine months ended June 30
|                                                                                         |  | 2004                      |          |   | 2003
|Cash Flows From Operating Activities:                                                    |  |                           |          |   |      |   |  
|Net Loss                                                                                 |  | $                         | (159,167 | ) |      | $ | 
|Adjustments To Reconcile Net Loss To NetCash Provided by (Used In) Operating Activities: |  |                           |          |   |      |   |  
|Stock issued for services                                                                |  |                           | 135,000  |   |      |   | 
|Changes In Operating Assets And Liabilities:                                             |  |                           |          |   |      |   |  
|Increase in accounts payable and accrued expenses                                        |  |                           | 5,000    |   |      |   | 
|                                                                                         |  |                           |          |   |      |   |  
|Net Cash Used In Operating Activities                                                    |  |                           | (19,167  | ) |      |   | 
|                                                                                         |  |                           |          |   |      |   |  
|Cash Flows From Investing Activities:                                                    |  |                           |          |   |      |   |  
|Net Cash (Used In) Provided By Investing Activities                                      |  |                           |         |   |      |   | 
|                                                                                         |  |                           |          |   |      |   |  
|Cash Flows From Financing Activities:                                                    |  |                           |          |   |      |   |  
|Proceeds from sale of common stock                                                       |  |                           | 95,000   |   |      |   | 
|                                                                                         |  |                           |          |   |      |   |  
|Net Cash Provided By Financing Activities                                                |  |                           | 95,000   |   |      |   | 
|                                                                                         |  |                           |          |   |      |   |  
|Increase In Cash And Cash Equivalents                                                    |  |                           | 75,833   |   |      |   | 
|Cash And Cash Equivalents - Beginning Of Period                                          |  |                           |         |   |      |   | 
|                                                                                         |  |                           |          |   |      |   |  
|Cash And Cash Equivalents - End Of Period                                                |  | $                         | 75,833   |   |      | $ | 
|                                                                                         |  |                           |          |   |      |   |  
|Supplemental Cash Flow Information:                                                      |  |                           |          |   |      |   |  
|Cash paid for:                                                                           |  |                           |          |   |      |   |  
|Interest                                                                                 |  | $                         |         |   |      | $ | 
|                                                                                         |  |                           |          |   |      |   |  
|Income Taxes                                                                             |  | $                         |         |   |      | $ | 
|                                                                                         |  |                           |          |   |      |   |  



See accompanying
notes to condensed consolidated financial statements.



6



---

##### Table of Contents

PATRIOT MOTORCYCLE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2004

(Unaudited)



NOTE 1 DESCRIPTION OF BUSINESS



Patriot Motorcycle Corporation (the Company) is in the process of building
identity, marketing, selling and servicing Chinese manufactured lines of off-road motorcycles, all-terrain vehicles (ATVs) watercraft and other motorized products. In August 2004, Patriot Motorcycle became the exclusive distributor
of the Yamoto line of dirt bike motorcycles and ATVs manufactured in China to the Companys specifications. Patriots mission is to be the first to build brand identity, market, sell and service a high-quality
Chinese-manufactured line of off-road motorcycles, all-terrain vehicles, watercraft and other motorized products with the purpose of bringing affordable family fun to its customers. Patriot Motorcycle Corporation distributes a
moderately priced line of dirt bike motorcycles and ATVs for families and other entry-level consumers. Once the Company has further established a domestic and then an international dealer organization through which it is selling the Yamoto by
Patriot  brand of dirt bikes and ATVs, it intends to introduce new branded products and accessories such as street bikes, watercraft, marine engines, power generators and specialty clothing.



Patriot Manufacturing Corporation (Patriot) was formed on October 25, 1999
in the state of California. Under a share exchange agreement consummated on May 21, 2001, Royal Financial Corporation (Royal), a reporting public company, acquired 100% of the issued and outstanding common stock of Patriot. As a result of the
exchange, Patriot became a wholly owned subsidiary of Royal and the stockholders of Patriot became stockholders of approximately 84% of Royal. The transaction was accounted for as a recapitalization with Patriot deemed to be the accounting acquirer
and Royal the legal acquirer. During 2001, Royal changed its name to Patriot Motorcycle Corporation.



Due to a lack of working capital, the Company was forced to temporarily cease its operations for approximately two years commencing at the end of June 2002. With the infusion of new working capital during the year
ended September 30, 2004, and a new business plan, the Company was able to resume its operations in July 2004.



On July 1, 2002, the Companys Chief Executive Officer entered into an Agreement with the Company whereby, in exchange for all the assets of the Company
recorded at June 30, 2002 (with the exception of a $143,000 loan receivable from a bankrupt company which was written off), he assumed substantially all the liabilities of the Company (with the exception of a $25,000 note payable and $47,071 of
accrued payroll taxes). The excess of the total assets received by the CEO ($367,485) over the liabilities assumed by the CEO ($304,640) was $62,845 and was recorded as a loan to him. Additionally, effective July 1, 2002, the CEO also
surrendered 216,067 shares representing all of the Companys outstanding preferred stock which he had owned as of June 30, 2002 and the loan of $62,485 was applied to unpaid salary to the CEO of $65,000.



NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis of Presentation



The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United
States of America and the rules and regulations of the securities and exchange commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and
results of operations.



It is managements opinion, however that all
material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The results for the interim period are not necessarily indicative of the results to be expected for the
year.



For further information, refer to the financial statements and footnotes
for the year ended September 30, 2003 included in the companys form 10-KSB.



7



---

##### Table of Contents

Principles Of Consolidation



The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Patriot Manufacturing
Corporation. Inter-company accounts and transactions and balances have been eliminated in consolidation.



Use of Estimates



The preparation of
financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Cash and Cash Equivalents



The Company considers all highly liquid investments with an initial maturity of three months
or less when purchased to be cash equivalents. At June 30, 2004, the Company did not have any cash equivalents.



Stock  Based Compensation



The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosures (SFAS 148)as well as those outlined in SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123). As permitted by SFAS 148 and SFAS 123, the Company
continues to apply the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock issued to Employees and related interpretations in accounting for the Companys stock options. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the estimated fair value of the Companys stock at the date of the grant, over the amount an employee must pay to acquire the stock. Stock based awards for non-employees
are accounted for at fair value equal to the excess of the estimated fair value of the Companys stock over the option price using an estimated interest rate to calculate the fair value of the option.



Had compensation cost for all stock option grants been determined based on their fair value
at the grant dates, consistent with the method prescribed by SFAS 148 and SFAS 123, our net loss and loss per share would have been adjusted to the pro forma amounts indicated below:



|                                              |  |      |          |   |      |   |  
|--------------------------------------------- |  | ---- | -------- | - | ---- | - | -
|                                              |  | 2004 |          |   | 2003
|Net loss, as reported                         |  | $    | (159,167 | ) |      | $ | 
|Add: Stock-based Expense included in net loss |  |      |         |   |      |   | 
|Deduct: Fair value of stock-based expense     |  |      | (33,738  | ) |      |   | 
|                                              |  |      |          |   |      |   |  
|Pro forma net loss                            |  | $    | (192,905 | ) |      | $ | 
|                                              |  |      |          |   |      |   |  
|Net loss per Share:                           |  |      |          |   |      |   |  
|Basic and diluted-as reported                 |  | $    | (0.03    | ) |      | $ | 
|Basic and diluted-pro forma                   |  | $    | (0.04    | ) |      | $ | 



8



---

##### Table of Contents

The pro forma amounts were estimated using the Black-Scholes option-pricing model with
the following assumptions:



|                                               |  |      |      |   |      |   |      |  
|---------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | -
|                                               |  | 2004 |      |   | 2003 |  
|Expected term (years)                          |  |      | 5    |   |      |   | 5    |  
|Volatility                                     |  |      | 249  | % |      |   | 260  | %
|Annual dividend per share                      |  | $    |     |   |      | $ |     |  
|Risk free interest rate                        |  |      | 3.35 | % |      |   | 2.87 | %
|Weighted-average fair value of options granted |  | $    | 1.78 |   |      |   | N/A  |  



The Black-Scholes option valuation
model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected
stock price volatility. The Companys options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate.



Net Loss Per Share



Basic earnings (loss) per common share (EPS) are based on the weighted average number of common shares outstanding during each
period. Diluted earnings per common share are based on shares outstanding (computed as under basic EPS) and potentially dilutive common shares. As of June 30, 2004, the Company had granted stock options and warrants for 330,000 shares of common
stock that are potentially dilutive common shares but are not included in the computation of loss per share because their effect would be anti-dilutive.



Fair Value of Financial Instruments



The carrying value of the Companys financial instruments including cash, note payable, accounts payable and accrued expenses approximate their fair value as of
June 30, 2004 due to their short-term maturities.



Income Taxes



The Company accounts for income taxes under the asset and liability
method. Under this method, deferred tax assets and liabilities are recognized and measured using enacted tax rates at the balance sheet date. Deferred tax expense or benefit is the result of changes in deferred tax assets and liabilities. Valuation
allowances are established when necessary to reduce net deferred taxes to amounts that are more likely than not to be realized.



Comprehensive Income



The Company has no items of other comprehensive income (loss) for the nine months ended June 30, 2004 and 2003.



Recent Accounting Pronouncements



In November 2004, Statement of Financial Accounting Standards No. 151, Inventory
Costs-an amendment of ARB No. 43, Chapter 4 (SFAS No. 151), was issued. This Statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not expect adoption of this standard to have a material
impact on our consolidated financial statements.



In December 2004, the
Financial Accounting Standards Board issued a revision of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123R). SFAS No. 123R supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees, and its related implementation guidance and eliminates the alternative to use Opinion 25s intrinsic value method of accounting that was provided in Statement 123 as originally issued. Under
Opinion 25, issuing stock



9



---

##### Table of Contents

options to employees at market value generally resulted in recognition of no compensation cost. SFAS No. 123R
requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions). SFAS No. 123R is effective for us for the first
interim or annual reporting period that begins after December 15, 2005. We have not quantified the potential effect of adoption of SFAS No. 123R. However, we believe adoption of SFAS No.123R will result in a decrease to our reporting
earnings.



In December 2004, the FASB issued SFAS No. 153 (FAS
153), Exchange of Nonmonetary Assets an amendment of APB Opinion No. 29, which amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial substance. FAS 153 defines a nonmonetary exchange as having commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.
This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005 and shall be applied prospectively. We will adopt FAS 153 in fiscal 2005 and its adoption is not expected to have a material
effect on our financial position, results of operations or cash flows.



NOTE
3 NOTE PAYABLE



During the year ended September 30, 2002, the Company
entered into a note payable of $50,000 with an unrelated party, secured by the personal guarantee of the Companys CEO, bearing interest at 12% per annum, with monthly payments of $5,000 through February 15, 2003. The note is
currently in default for the $25,000 unpaid balance.



NOTE 4
SHAREHOLDERS EQUITY



In June 2004, the Company issued 166,670 shares
of its common stock at prices ranging from $0.50 to $.75 per share for consideration of $95,000 (net of commissions, see Note 6) pursuant to a limited private placement. Warrants to purchase 30,000 shares of common stock at $1.25 per share were
issued in conjunction with these transactions. No value has been recorded in relation to these warrants.



NOTE 5 STOCK OPTIONS AND WARRANTS



The
Company granted stock options to the Companys Vice President of Sales and Marketing to purchase up to 300,000 shares of the Companys common stock under an employment agreement. The options vest in one to two years when services are
performed, and have a term of two to seven years.



Options granted are
accounted for according to APB No. 25. The following table summarizes the stock option activity for the nine months ended June 30, 2004:



|                        |  |         |  |                                |     
|----------------------- |  | ------- |  | ------------------------------ | ----
|                        |  | Shares  |  | Weighted AverageExercise Price
|Options granted in 2004 |  | 300,000 |  | $                              | 4.16
|                        |  |         |  |                                |     
|Balance, June 30, 2004  |  | 300,000 |  | $                              | 4.16
|                        |  |         |  |                                |     



|                              |  |                 |  |                                          |  |                                |      |                  |         |                      |   |     
|----------------------------- |  | --------------- |  | ---------------------------------------- |  | ------------------------------ | ---- | ---------------- | ------- | -------------------- | - | ----
|                              |  | Outstanding     |  | Exercisable                             
|Weighted Exercise Price Range |  | NumberofOptions |  | Average RemainingContractual Life(years) |  | Weighted AverageExercise price |      | Number ofOptions |         | AverageExerciseprice
|$2.50                         |  | 100,000         |  | 5.00                                     |  | $                              | 2.50 |                  | 100,000 |                      | $ | 2.50
|$5.00                         |  | 200,000         |  | 6.00                                     |  | $                              | 5.00 |                  |         |                      |   |     



10



---

##### Table of Contents

In conjunction with the issuance of stock pursuant to limited private placements, the Company issued warrants to purchase
30,000 shares of common stock. The warrants expire in two years. No value has been recorded in relation to these warrants. The following table summarizes the warrant activity for the nine months ended June 30, 2004:



|                         |  |        |  |                                |     
|------------------------ |  | ------ |  | ------------------------------ | ----
|                         |  | Shares |  | Weighted AverageExercise Price
|Warrants granted in 2004 |  | 30,000 |  | $                              | 1.25
|                         |  |        |  |                                |     
|Balance, June 30, 2004   |  | 30,000 |  | $                              | 1.25
|                         |  |        |  |                                |     



|                              |  |                   |  |                                          |  |                                |      |                  |        |                         |   |     
|----------------------------- |  | ----------------- |  | ---------------------------------------- |  | ------------------------------ | ---- | ---------------- | ------ | ----------------------- | - | ----
|                              |  | Outstanding       |  | Exercisable                             
|Weighted Exercise Price Range |  | Number ofWarrants |  | Average RemainingContractual Life(years) |  | Weighted AverageExercise price |      | NumberofWarrants |        | WeightedAverageExercise
|$1.25                         |  | 30,000            |  | 1.33                                     |  | $                              | 1.25 |                  | 30,000 |                         | $ | 1.25



NOTE 6 RELATED PARTY TRANSACTIONS



On June 15, 2004, the Company issued 100,000 shares of its common
stock to its Vice President of Sales and Marketing for providing services to the Company. The Company recorded $135,000 compensation expense related to these shares based on the closing price of the stock on June 15, 2004. Options to
purchase 300,000 shares of common stock at $2.50 to $5.00 per share were issued in conjunction with this transaction. As there is no intrinsic value, the Company did not record any compensation when the options were granted.



In June, 2004, the Company agreed to issue to its President and to its President of Sales and
Marketing an aggregate of 200,000 shares of common stock for services to be rendered from July 2004 to June 2005. On July 1, 2004, the Company issued 50,000 shares of the 200,000 shares for services to be rendered between July 1, 2004
and September 30, 2004.



In 2004, the Company paid finders fees of
$5,000 to the spouse of the Vice President of Sales and Marketing in connection with the sale of common stock raising proceeds of $100,000.



NOTE 7 COMMITMENTS AND CONTINGENCIES



Legal Proceedings



From time to time, the Company is involved in legal proceedings incidental to its business. The Company believes that pending actions, individually and in the
aggregate, will not have a material adverse effect on its financial condition, results of operations or cash flows, and that adequate provision has been made for the resolution of such actions and proceedings.



NOTE 8 SUBSEQUENT EVENTS



Operating Lease Obligations



In July 2005, the Company entered into a lease for certain of its facilities, with 13,022
square feet, under a noncancelable operating lease expiring in 2007 for $12,241 per month.



11



---

##### Table of Contents

Issuance of Stock



From July 2004 through November 4, 2005, the Company issued 3,267,272 shares of stock sold for prices ranging from $.75 to $4.00, 134,500 shares issued for asset
purchases and 572,992 shares for services to various individuals, including 75,000 shares to the President of Sales & Marketing.



Purchase of Inventory and Vehicles



Effective July 1, 2005, the Company issued 100,000 shares of stock and paid $100,000 for certain motorcycle parts and vehicles from a specialty motorcycle
manufacturer for the purpose of providing the Companys manufacturing partners with product to reverse engineer. In addition, the Company will pay $1,000 per motorcycle sold which will be manufactured based on the parts to be reverse
engineered, up to $485,000.



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



This Quarterly Report on Form 10-QSB contains statements which may constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. One generally can identify forward-looking statements by the use of forward-looking terminology such as believes, may, will,
expects, intends, estimates, anticipates, plans, seeks, or continues, or the negative thereof, or variations thereon, or similar terminology. Forward-looking
statements regarding future events and the future performance of the Company involve risks and uncertainties that could cause actual results to differ materially.



Due to a lack of working capital, the Company was forced to temporarily cease its operations for approximately two years commencing at the
end of June 2002. With the infusion of new working capital during the year ended September 30, 2004, and a new business plan, the Company was able to resume its operations in July 2004.



PLAN OF OPERATION



During the nine months ended June 30, 2004, we initiated negotiations which would allow us to commence the sale and distribution of
motorcycles and ATVs under the brand name of Yamoto. Critical to our success is the establishment of a network of dealers in all market areas.



Our focus in the nine months ended June 30, 2004 has been to seek necessary working capital and to develop our marketing plan. Our marketing plan focuses on dealers
and the retail market through comprehensive print advertising, participation in trade shows, and other direct marketing efforts.



RESULTS OF OPERATIONS



For the three months and nine months ended June 30, 2004 and June 30, 2003, we had no sales.



During the nine months ended June 30, 2004, we reinitiated operations and incurred
minimal administrative expenses. On June 15, 2004, the Company issued 100,000 shares of its common stock to its Vice President of Sales and Marketing for providing services to the Company. The Company recorded $135,000 compensation expense
related to these shares based on the closing price of the stock on June 15, 2004. Options to purchase 300,000 shares of common stock at $2.50 to $5.00 per share were issued in conjunction with this transaction. As there is no
intrinsic value, the Company did not record any compensation when the options were granted. There were no operating expenses for the nine months ended June 30, 2003.



LIQUIDITY AND CAPITAL RESOURCES



Our net cash position was $75,833 at June 30, 2004 and $-0- at September 30, 2003. For the nine months ended June 30, 2004 and 2003, cash flow used in
operating activities amounted to $19,167 and $-0- ,respectively.



12



---

##### Table of Contents

Cash used in investing activities was $ -0- for the nine months ended June 30, 2004
and 2003.



Financing activities provided cash of $95,000 in the nine months
ended June 30, 2004 and $-0- for the nine months ended June 30, 2003.



Our cash, cash equivalents and short-term investments totaled $75,833 at June 30, 2004 and $-0- at September 30, 2003. At June 30, 2004, working capital deficiency was $8,438 and at September 30, 2003 the working capital
deficiency was $79,271.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES



Managements discussion and analysis of financial condition and
results of operations, as well as disclosures included elsewhere in this report are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.
Preparing these consolidated financial statements requires our management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingencies. We believe that the
critical accounting policies that most impact the consolidated financial statements are as described below. A summary of our significant accounting policies is included in Note 2 to our condensed consolidated financial statements which are included
in Item 1 in this Form 10-QSB.



In applying these policies, estimates and
judgments affect the amounts at which accounts receivable, inventory, and certain liabilities are recorded and the useful lives of property and equipment. We apply our accounting policies on a consistent basis. Changes in circumstances are
considered in our estimates and judgments. Future changes in circumstances could result in changes in amounts at which assets and liabilities are recorded. Future changes could also affect the estimated useful levels of property and equipment, which
could result in changes in depreciation expense or write offs or write downs of such assets.



Revenue Recognition.The Company recognizes revenue from the sale of motorcycles when risk of loss and title is transferred to the customer, and collection is reasonably assured, which usually occurs when the
motorcycle is delivered.



Inventory.Inventory is stated at the lower of cost (first-in, first-out) or market.



Stock  Based Compensation.The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation  Transition
and Disclosures (SFAS 148) as well as those outlined in SFAS No. 123, Accounting for Stock-Based Compensation (SFAS 123). As permitted by SFAS 148 and SFAS 123, the Company continues to apply the
provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock issued to Employees and related interpretations in accounting for the Companys stock options. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the estimated fair value of the Companys stock at the date of the grant, over the amount an employee must pay to acquire the stock. Stock based awards for non-employees are accounted for at
fair value equal to the excess of the estimated fair value of the Companys stock over the option price using an estimated interest rate to calculate the fair value of the option.



Recent Accounting Pronouncements



In November 2004, Statement of Financial Accounting Standards No. 151, Inventory
Costs-an amendment of ARB No. 43, Chapter 4 (SFAS No. 151), was issued. This Statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). SFAS No. 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not expect adoption of this standard to have a material
impact on our consolidated financial statements.



13



---

##### Table of Contents

In December 2004, the Financial Accounting Standards Board issued a revision of Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123R). SFAS No. 123R supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance
and eliminates the alternative to use Opinion 25s intrinsic value method of accounting that was provided in Statement 123 as originally issued. Under Opinion 25, issuing stock options to employees at market value generally resulted in
recognition of no compensation cost. SFAS No. 123R requires entities to recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of those awards (with limited exceptions).
SFAS No. 123R is effective for us for the first interim or annual reporting period that begins after December 15, 2005. We have not quantified the potential effect of adoption of SFAS No. 123R. However, we believe adoption of SFAS
No.123R will result in a decrease to our reporting earnings.



In December 2004,
the FASB issued SFAS No. 153 (FAS 153), Exchange of Nonmonetary Assets an amendment of APB Opinion No. 29, which amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. FAS 153 defines a nonmonetary exchange as having commercial substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005 and shall be applied prospectively. We will adopt FAS 153 in fiscal 2005 and its
adoption is not expected to have a material effect on our financial position, results of operations or cash flows.



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



The Company has no debt subject to interest rate fluctuation, nor any activity subject to foreign currency fluctuations.



ITEM 3. CONTROLS AND PROCEDURES



Our
management evaluated, with the participation of our Chief Executive and Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-QSB. Based on this
evaluation, our Chief Executive and Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) are inadequate to ensure that
information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We are developing a plan to ensure that all
information will be recorded, processed, summarized and reported on a timely basis. This plan is dependent, in part, upon reallocation of responsibilities among various personnel, possibly hiring additional personnel and additional funding. It
should also be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions, regardless of how remote.



14



---

##### Table of Contents

PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



From time to
time, the Company is involved in legal proceedings incidental to its business. The Company believes that pending actions, individually and in the aggregate, will not have a material adverse effect on its financial condition, results of operations or
cash flows, and that adequate provision has been made for the resolution of such actions and proceedings.



ITEM 2. CHANGES IN SECURITIES



In June 2004,
the Company issued 166,670 shares of its common stock at prices ranging from $0.50 to $.75 per share for consideration of $95,000 (net of commissions) pursuant to a limited private placement. Warrants to purchase 30,000 shares of common stock
at $1.25 per share were issued in conjunction with these transactions. No value has been recorded in relation to these warrants.



On June 15, 2004, the Company issued 100,000 shares of its common stock to its Vice President of Sales and Marketing for providing services to the Company. The
Company recorded $135,000 compensation expense related to these shares based on the closing price of the stock on June 15, 2004. Options to purchase 300,000 shares of common stock at $2.50 to $5.00 per share were issued in conjunction with
this transaction. As there is no intrinsic value, the Company did not record any compensation when the options were granted.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5. OTHER INFORMATION



N/A



15



---

##### Table of Contents

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



(a) Exhibits :



|     |  |                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



16



---

##### Table of Contents

SIGNATURE



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 thereunto duly authorized.



November 22, 2005



PATRIOT MOTORCYCLE CORPORATION



|    |  |                            
|--- |  | ---------------------------
|By: |  | /s/ Michel Attias          
|    |  | Michel Attias              
|    |  | CEO, President and Director
|    | 
|    |  | /s/ David M. Gernak        
|    |  | David M. Gernak            
|    |  | CFO and Treasurer          



17