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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 March 31, 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



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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 March 31, 2004 is $88,728



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



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PATRIOT MOTORCYCLE CORPORATION



Index



|         |  |                                                                                                                                                          |  |         
|-------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|         |  |                                                                                                                                                          |  | PAGE NO.
|         |  |                                                                                                                                                         
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                                    |  |         
|         |  |                                                                                                                                                         
|Item 1.  |  | Unaudited Condensed Consolidated Financial Statements                                                                                                    |  |         
|         |  |                                                                                                                                                         
|         |  | Condensed Consolidated Balance Sheets-March 31, 2004 (Unaudited) and September 30, 2003                                                                  |  | 3       
|         |  |                                                                                                                                                         
|         |  | Condensed Consolidated Statements of Operations-three and six months ended March 31, 2004 and 2003 (unaudited)                                           |  | 4       
|         |  |                                                                                                                                                         
|         |  | Condensed Consolidated Statement of Shareholders Equity (Deficiency)-six months ended March 31, 2004 (unaudited) and the year ended September 30 , 2003 |  | 5       
|         |  |                                                                                                                                                         
|         |  | Condensed Consolidated Statements of Cash Flows-six months ended March 31, 2004 and 2003 (unaudited)                                                     |  | 6       
|         |  |                                                                                                                                                         
|         |  | Notes to Condensed Consolidated Financial Statements - March 31, 2004 (unaudited)                                                                        |  | 7-9     
|         |  |                                                                                                                                                         
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                    |  | 9       
|         |  |                                                                                                                                                         
|Item 3.  |  | Controls and Procedures                                                                                                                                  |  | 11      
|         |  |                                                                                                                                                         
|PART II. |  | OTHER INFORMATION                                                                                                                                        |  |         
|         |  |                                                                                                                                                         
|Item 1.  |  | Legal Proceedings                                                                                                                                        |  | 12      
|         |  |                                                                                                                                                         
|Item 2.  |  | Changes in Securities                                                                                                                                    |  | 12      
|         |  |                                                                                                                                                         
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                                          |  | 12      
|         |  |                                                                                                                                                         
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                                                      |  | 12      
|         |  |                                                                                                                                                         
|Item 5.  |  | Other Information                                                                                                                                        |  | 12      
|         |  |                                                                                                                                                         
|         |  | Exhibits                                                                                                                                                 |  | 13      
|         |  |                                                                                                                                                         
|         |  | Signature                                                                                                                                                |  | 14      



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PART I - FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------



PATRIOT MOTORCYCLE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                               |  |                |            |   |                    |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                                                                                                                               |  | March 31, 2004 |            |   | September 30, 2003 |  
|                                                                                                                                                               |  | (Unaudited)    |            |   |                    |  
|Assets                                                                                                                                                         |  |                |            |   |                    |   |            |  
|Current Assets:                                                                                                                                                |  |                |            |   |                    |   |            |  
|Cash                                                                                                                                                           |  | $              |           |   |                    | $ |           |  
|Accounts receivable                                                                                                                                            |  |                |           |   |                    |   |           |  
|Inventory                                                                                                                                                      |  |                |           |   |                    |   |           |  
|                                                                                                                                                               |  |                |            |   |                    |   |            |  
|Total current assets                                                                                                                                           |  |                |           |   |                    |   |           |  
|                                                                                                                                                               |  |               
|Property Plant & Equipment, net                                                                                                                                |  |                |           |   |                    |   |           |  
|                                                                                                                                                               |  |               
|Other Assets:                                                                                                                                                  |  |                |            |   |                    |   |            |  
|Deposits                                                                                                                                                       |  |                |           |   |                    |   |           |  
|Loan Receivable-shareholder                                                                                                                                    |  |                |           |   |                    |   |           |  
|                                                                                                                                                               |  |                |            |   |                    |   |            |  
|TOTAL ASSETS                                                                                                                                                   |  | $              |           |   |                    | $ |           |  
|                                                                                                                                                               |  |                |            |   |                    |   |            |  
|Liabilities & Shareholders Deficiency                                                                                                                         |  |                |            |   |                    |   |            |  
|Current Liabilities:                                                                                                                                           |  |                |            |   |                    |   |            |  
|Note payable                                                                                                                                                   |  | $              | 25,000     |   |                    | $ | 25,000     |  
|Accounts payable and accrued expenses                                                                                                                          |  |                | 47,071     |   |                    |   | 47,071     |  
|Income taxes payable                                                                                                                                           |  |                | 7,200      |   |                    |   | 7,200      |  
|                                                                                                                                                               |  |                |            |   |                    |   |            |  
|Total current liabilities                                                                                                                                      |  |                | 79,271     |   |                    |   | 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 - 4,893,425 shares at March 31, 2004 and September
30, 2003              |  |                | 4,893      |   |                    |   | 4,893      |  
|Additional paid in capital                                                                                                                                     |  |                | 2,123,271  |   |                    |   | 2,123,271  |  
|Accumulated deficit                                                                                                                                            |  |                | (2,207,435 | ) |                    |   | (2,207,435 | )
|                                                                                                                                                               |  |                |            |   |                    |   |            |  
|TOTAL SHAREHOLDERS DEFICIENCY                                                                                                                                 |  |                | (79,271    | ) |                    |   | (79,271    | )
|                                                                                                                                                               |  |                |            |   |                    |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS DEFICIENCY                                                                                                                 |  | $              |           |   |                    | $ |           |  
|                                                                                                                                                               |  |                |            |   |                    |   |            |  



See accompanying
notes to condensed consolidated financial statements.



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PATRIOT MOTORCYCLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                         |  |                             |           |                           |   |           |  |      |           |  |   |          
|---------------------------------------- |  | --------------------------- | --------- | ------------------------- | - | --------- |  | ---- | --------- |  | - | ---------
|                                         |  | Three months ended March 31 |           | Six months ended March 31
|                                         |  | 2004                        |           | 2003                      |   | 2004      |  | 2003
|Net Sales                                |  | $                           |          |                           | $ |          |  | $    |          |  | $ |         
|Cost of Goods Sold                       |  |                             |          |                           |   |          |  |      |          |  |   |         
|                                         |  |                             |           |                           |   |           |  |      |           |  |   |          
|Gross Profit                             |  |                             |          |                           |   |          |  |      |          |  |   |         
|                                         |  |                             |           |                           |   |           |  |      |           |  |   |          
|Operating Expenses:                      |  |                             |           |                           |   |           |  |      |           |  |   |          
|Selling                                  |  |                             |          |                           |   |          |  |      |          |  |   |         
|General & Administrative                 |  |                             |          |                           |   |          |  |      |          |  |   |         
|                                         |  |                             |           |                           |   |           |  |      |           |  |   |          
|Total Operating Expenses                 |  |                             |          |                           |   |          |  |      |          |  |   |         
|                                         |  |                             |           |                           |   |           |  |      |           |  |   |          
|NET LOSS                                 |  | $                           |          |                           | $ |          |  | $    |          |  | $ |         
|                                         |  |                             |           |                           |   |           |  |      |           |  |   |          
|Weighted Average Shares Outstanding      |  |                             |           |                           |   |           |  |      |           |  |   |          
|Basic And Diluted                        |  |                             | 4,893,425 |                           |   | 4,893,425 |  |      | 4,893,425 |  |   | 4,893,425
|                                         |  |                             |           |                           |   |           |  |      |           |  |   |          
|Loss per common share, basic and diluted |  |                             |           |                           |   |           |  |      |           |  |   |          
|Net loss                                 |  | $                           |          |                           | $ |          |  | $    |          |  | $ |         
|                                         |  |                             |           |                           |   |           |  |      |           |  |   |          



See accompanying
notes to be condensed consolidated financial statements.



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PATRIOT MOTORCYCLE CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY (DEFICIENCY)



For the six months ended March 31, 2004 (unaudited)
and the year ended September 30 , 2003



|                                    |  |                 |  |        |       |                            |   |                    |  |   |                                         |   |  |   |         |  
|----------------------------------- |  | --------------- |  | ------ | ----- | -------------------------- | - | ------------------ |  | - | --------------------------------------- | - |  | - | ------- | -
|                                    |  | Common Stock    |  |        |       |                            |   |                    |  |  
|                                    |  | Number ofShares |  | Amount |       | Additional Paid in Capital |   | AccumulatedDeficit |  |   | Total Shareholders Equity (Deficiency) |  
|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 loss (unaudited)                |  |                |  |        |      |                            |   |                   |  |   |                                        |   |  |   |        |  
|                                    |  |                 |  |        |       |                            |   |                    |  |   |                                         |   |  |   |         |  
|Balance, March 31, 2004 (unaudited) |  | 4,893,425       |  | $      | 4,893 |                            | $ | 2,123,271          |  | $ | (2,207,435                              | ) |  | $ | (79,271 | )
|                                    |  |                 |  |        |       |                            |   |                    |  |   |                                         |   |  |   |         |  



See accompanying
notes to condensed consolidated financial statements.



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PATRIOT MOTORCYCLE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                    |  |                           |   |      |   |  
|--------------------------------------------------- |  | ------------------------- | - | ---- | - | -
|                                                    |  | Six months ended March 31
|                                                    |  | 2004                      |   | 2003
|Cash Flows From Operating Activities:               |  |                           |   |      |   |  
|Net Loss                                            |  | $                         |  |      | $ | 
|Adjustments To Reconcile Net Loss To Net            |  |                           |   |      |   |  
|Cash Provided by (Used In) Operating Activities:    |  |                           |   |      |   |  
|Changes In Operating Assets And Liabilities:        |  |                           |   |      |   |  
|Net Cash Provided By (Used In) Operating Activities |  |                           |  |      |   | 
|                                                    |  |                           |   |      |   |  
|                                                    |  |                          
|Cash Flows From Investing Activities:               |  |                           |   |      |   |  
|Net Cash (Used In) Provided By Investing Activities |  |                           |  |      |   | 
|                                                    |  |                           |   |      |   |  
|                                                    |  |                          
|Cash Flows From Financing Activities:               |  |                           |   |      |   |  
|Net Cash Provided By(Used In) Financing Activities  |  |                           |  |      |   | 
|                                                    |  |                           |   |      |   |  
|                                                    |  |                          
|Decrease In Cash And Cash Equivalents               |  |                           |  |      |   | 
|Cash And Cash Equivalents - Beginning Of Period     |  |                           |  |      |   | 
|                                                    |  |                           |   |      |   |  
|                                                    |  |                          
|Cash And Cash Equivalents - End Of Period           |  | $                         |  |      | $ | 
|                                                    |  |                           |   |      |   |  
|                                                    |  |                          
|Supplemental Cash Flow Information :                |  |                           |   |      |   |  
|Cash paid for :                                     |  |                           |   |      |   |  
|Interest                                            |  | $                         |  |      | $ | 
|                                                    |  |                           |   |      |   |  
|                                                    |  |                          
|Income Taxes                                        |  | $                         |  |      | $ | 
|                                                    |  |                           |   |      |   |  



See accompanying
notes to condensed consolidated financial statements.



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PATRIOT MOTORCYCLE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF MARCH 31, 2004 (Unaudited)



NOTE 1 DESCRIPTION OF BUSINESS



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.



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.



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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.



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 plus any potentially dilutive shares). The Company had no potentially dilutive shares in 2004 or
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 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



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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 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 5 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.



Issuance of Stock



From July
2004 through November 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 six months ended March 31, 2004, the Company remained dormant while reviewing various sources of capital and potential
business opportunities that could create viable operating programs within the Companys initial business intent.



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RESULTS OF OPERATIONS



For the three months and six months ended March 31, 2004 and March 31, 2003, we had no sales.



There were no operating expenses for the three months and six months ended March 31, 2004 and March 31, 2003.



LIQUIDITY AND CAPITAL RESOURCES



Our net cash position was $-0- at March 31, 2004 and September 30, 2003. For the
six months ended March 31, 2004 and 2003, cash flow used in operating activities amounted to $0.



Cash used in investing activities was $ -0- for the six months ended March 31, 2004 and 2003.



Financing activities provided cash of $-0- in the six months ended March 31, 2004 and 2003.



Our cash, cash equivalents and short-term investments totaled $-0- at March 31, 2004 and September 30, 2003. At March 31,
2004 and 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.



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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 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.



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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
|------- | ---------------------



From October 2003 through March 2004, the Company did not issue any shares of its common stock.



|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



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|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.



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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          



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Index to Exhibits



|        |  |                                                                                                    
|------- |  | ---------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                        
|        | 
|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.



15