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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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

For the quarterly period ended December 31, 2005



| ̈ | 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)



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

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

(Address of principal executive offices) (Zip Code)

(949) 488-0434

(Issuers telephone number)



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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 number of shares outstanding of each of the registrants common stock as of September 30, 2006 was 10,375,719.

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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##### Table of Contents

PATRIOT MOTORCYCLE CORPORATION AND SUBSIDIARIES

Index



|         |  |                                                                                                                                                  |  |         
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------
|         |  |                                                                                                                                                  |  | PAGE NO.
|PART I.  |  | FINANCIAL INFORMATION                                                                                                                            |  |         
|         |  |                                                                                                                                                 
|Item 1.  |  | Unaudited Condensed Consolidated Financial Statements                                                                                            |  |         
|         |  |                                                                                                                                                 
|         |  | Condensed Consolidated Balance Sheets-December 31, 2005 (Unaudited) and September 30, 2005                                                       |  | 3       
|         |  |                                                                                                                                                 
|         |  | Condensed Consolidated Statements of Operations-three months ended December 31, 2005 and 2004 (unaudited)                                        |  | 4       
|         |  |                                                                                                                                                 
|         |  | Condensed Consolidated Statements of Shareholders Equity-three months ended December 31, 2005 (Unaudited) and the year ended September 30, 2005 |  | 5       
|         |  |                                                                                                                                                 
|         |  | Condensed Consolidated Statements of Cash Flows-three months ended December 31, 2005 and 2004 (Unaudited)                                        |  | 6       
|         |  |                                                                                                                                                 
|         |  | Notes to Condensed Consolidated Financial Statements - December 31, 2005 (Unaudited)                                                             |  | 7-10    
|         |  |                                                                                                                                                 
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                            |  | 11      
|         |  |                                                                                                                                                 
|Item 3.  |  | Controls and Procedures                                                                                                                          |  | 16      
|         |  |                                                                                                                                                 
|PART II. |  | OTHER INFORMATION                                                                                                                                |  |         
|         |  |                                                                                                                                                 
|Item 1.  |  | Legal Proceedings                                                                                                                                |  | 16      
|         |  |                                                                                                                                                 
|Item 2.  |  | Changes in Securities                                                                                                                            |  | 16      
|         |  |                                                                                                                                                 
|Item 3.  |  | Defaults Upon Senior Securities                                                                                                                  |  | 16      
|         |  |                                                                                                                                                 
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                                              |  | 16      
|         |  |                                                                                                                                                 
|Item 5.  |  | Other Information                                                                                                                                |  | 16      
|         |  |                                                                                                                                                 
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                                                                 |  | 17      
|         |  |                                                                                                                                                 
|         |  | Signature                                                                                                                                        |  | 18      



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##### Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

PATRIOT MOTORCYCLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ---------- | - | ------------------ | - | ---------- | -
|                                                                                                                                                                                       |  | December 31, 2005 |            |   | September 30, 2005 |  
|                                                                                                                                                                                       |  | (Unaudited)       |            |   |                    |  
|Assets                                                                                                                                                                                 | 
|Current Assets:                                                                                                                                                                        |  |                   |            |   |                    |   |            |  
|Cash                                                                                                                                                                                   |  | $                 | 376,287    |   |                    | $ | 2,944,086  |  
|Due from credit card processor                                                                                                                                                         |  |                   | 317,675    |   |                    |   | 191,961    |  
|Accounts receivable, net                                                                                                                                                               |  |                   | 241,524    |   |                    |   | 321,015    |  
|Inventory, net                                                                                                                                                                         |  |                   | 3,318,402  |   |                    |   | 3,063,706  |  
|Advances receivable, related party                                                                                                                                                     |  |                   | 330,000    |   |                    |   | 100,000    |  
|Advances receivable, escrow trust account                                                                                                                                              |  |                   | 300,000    |   |                    |   |           |  
|Other current assets                                                                                                                                                                   |  |                   | 262,145    |   |                    |   | 79,147     |  
|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  
|Total current assets                                                                                                                                                                   |  |                   | 5,146,033  |   |                    |   | 6,699,915  |  
|Property plant & equipment, net of accumulated depreciation of $86,601 and $44,496 at December 31, 2005 and September 30,
2005, respectively                                           |  |                   | 565,802    |   |                    |   | 490,101    |  
|Other Assets:                                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|Deposits                                                                                                                                                                               |  |                   | 70,749     |   |                    |   | 156,926    |  
|Intangible assets, net of accumulated amortization of $3,832 and $700 at December 31, 2005 and September 30, 2005,
respectively                                                        |  |                   | 58,816     |   |                    |   | 61,948     |  
|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  
|TOTAL ASSETS                                                                                                                                                                           |  | $                 | 5,841,400  |   |                    | $ | 7,408,890  |  
|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  
|Liabilities & Shareholders Equity                                                                                                                                                     | 
|Current Liabilities:                                                                                                                                                                   |  |                   |            |   |                    |   |            |  
|Note payable                                                                                                                                                                           |  | $                 |           |   |                    | $ | 25,000     |  
|Accounts payable and accrued expenses                                                                                                                                                  |  |                   | 1,171,958  |   |                    |   | 833,295    |  
|Loan payable-shareholder                                                                                                                                                               |  |                   | 15,969     |   |                    |   | 26,875     |  
|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  
|Total current liabilities                                                                                                                                                              |  |                   | 1,187,927  |   |                    |   | 885,170    |  
|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  
|Commitments and contingencies                                                                                                                                                          |  |                   |            |   |                    |   |            |  
|                                                                                                                                                                                       |  |                  
|Shareholders Equity                                                                                                                                                                   |  |                   |            |   |                    |   |            |  
|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, 50,000,000 shares authorized. Issued and outstanding - 10,375,719 shares and 8,868,189 shares at
December 31, 2005 and September 30, 2004, respectively |  |                   | 10,376     |   |                    |   | 8,868      |  
|Additional paid in capital                                                                                                                                                             |  |                   | 13,982,743 |   |                    |   | 8,671,975  |  
|Common stock to be issued (1,507,530 shares)                                                                                                                                           |  |                   |           |   |                    |   | 5,312,276  |  
|Stock subscriptions receivable                                                                                                                                                         |  |                   | (24,643    | ) |                    |   | (126,727   | )
|Accumulated deficit                                                                                                                                                                    |  |                   | (9,315,003 | ) |                    |   | (7,342,672 | )
|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  
|TOTAL SHAREHOLDERS EQUITY                                                                                                                                                             |  |                   | 4,653,473  |   |                    |   | 6,523,720  |  
|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                             |  | $                 | 5,841,400  |   |                    | $ | 7,408,890  |  
|                                                                                                                                                                                       |  |                   |            |   |                    |   |            |  

See accompanying notes to condensed consolidated financial statements.



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PATRIOT MOTORCYCLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                    |  |                                |            |   |      |   |           |  
|----------------------------------- |  | ------------------------------ | ---------- | - | ---- | - | --------- | -
|                                    |  | Three months ended December 31 |           
|                                    |  | 2005                           |            |   | 2004 |  
|Net sales                           |  | $                              | 1,104,677  |   |      | $ | 942,972   |  
|                                    |  |                               
|Cost of goods sold                  |  |                                | 1,123,676  |   |      |   | 881,387   |  
|                                    |  |                                |            |   |      |   |           |  
|Gross profit (loss)                 |  |                                | (18,999    | ) |      |   | 61,585    |  
|                                    |  |                                |            |   |      |   |           |  
|Operating expenses:                 |  |                                |            |   |      |   |           |  
|Selling                             |  |                                | 411,860    |   |      |   | 132,240   |  
|General and administrative          |  |                                | 1,376,307  |   |      |   | 598,800   |  
|Research and development            |  |                                | 165,165    |   |      |   |          |  
|                                    |  |                                |            |   |      |   |           |  
|Total operating expenses            |  |                                | 1,953,332  |   |      |   | 731,040   |  
|                                    |  |                                |            |   |      |   |           |  
|Net loss                            |  | $                              | (1,972,331 | ) |      | $ | (669,455  | )
|                                    |  |                                |            |   |      |   |           |  
|Weighted average shares outstanding |  |                                |            |   |      |   |           |  
|Basic and diluted                   |  |                                | 10,375,719 |   |      |   | 6,711,555 |  
|                                    |  |                                |            |   |      |   |           |  
|Loss per share, basic and diluted   |  | $                              | (0.19      | ) |      | $ | (0.10     | )
|                                    |  |                                |            |   |      |   |           |  

See accompanying notes to condensed consolidated financial statements.



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PATRIOT MOTORCYCLE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY

For the three months ended December 31, 2005 (unaudited) and the year ended September 30, 2005



|                                                    |  |                  |  |                            |        |                           |   |            |                                |   |            |                     |  |   |                            |   |  |   |            |   |  |   |            |  
|--------------------------------------------------- |  | ---------------- |  | -------------------------- | ------ | ------------------------- | - | ---------- | ------------------------------ | - | ---------- | ------------------- |  | - | -------------------------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                    |  | Common Stock     |  | Additional Paid in Capital |        | Common Stock to be issued |   |            | Stock Subscriptions Receivable |   |            | Accumulated Deficit |  |   | Total Shareholders Equity |  
|                                                    |  | Number of Shares |  | Amount                     |        |                           |   |            |                               
|Balance, October 1, 2004                            |  | 6,460,921        |  | $                          | 6,461  |                           | $ | 3,564,304  |                                | $ |           |                     |  | $ |                           |   |  | $ | (3,044,245 | ) |  | $ | 526,520    |  
|Net proceeds from issuance of stock                 |  | 2,029,276        |  |                            | 2,029  |                           |   | 4,136,331  |                                |   | 5,312,276  |                     |  |   | (126,727                   | ) |  |   |           |   |  |   | 9,323,909  |  
|Stock issued for services                           |  | 277,992          |  |                            | 278    |                           |   | 571,440    |                                |   |           |                     |  |   |                           |   |  |   |           |   |  |   | 571,718    |  
|Stock issued for inventory and fixed asset purchase |  | 100,000          |  |                            | 100    |                           |   | 399,900    |                                |   |           |                     |  |   |                           |   |  |   |           |   |  |   | 400,000    |  
|Net loss                                            |  |                 |  |                            |       |                           |   |           |                                |   |           |                     |  |   |                           |   |  |   | (4,298,427 | ) |  |   | (4,298,427 | )
|                                                    |  |                  |  |                            |        |                           |   |            |                                |   |            |                     |  |   |                            |   |  |   |            |   |  |   |            |  
|Balance, September 30, 2005                         |  | 8,868,189        |  |                            | 8,868  |                           |   | 8,671,975  |                                |   | 5,312,276  |                     |  |   | (126,727                   | ) |  |   | (7,342,672 | ) |  |   | 6,523,720  |  
|Net proceeds from issuance of stock                 |  | 1,507,530        |  |                            | 1,508  |                           |   | 5,310,768  |                                |   | (5,312,276 | )                   |  |   | 102,084                    |   |  |   |           |   |  |   | 102,084    |  
|Net loss                                            |  |                 |  |                            |       |                           |   |           |                                |   |           |                     |  |   |                           |   |  |   | (1,972,331 | ) |  |   | (1,972,331 | )
|                                                    |  |                  |  |                            |        |                           |   |            |                                |   |            |                     |  |   |                            |   |  |   |            |   |  |   |            |  
|Balance, December 31, 2005 (unaudited)              |  | 10,375,719       |  | $                          | 10,376 |                           | $ | 13,982,743 |                                | $ |           |                     |  | $ | (24,643                    | ) |  | $ | (9,315,003 | ) |  | $ | 4,653,473  |  
|                                                    |  |                  |  |                            |        |                           |   |            |                                |   |            |                     |  |   |                            |   |  |   |            |   |  |   |            |  

See accompanying notes to condensed consolidated financial statements.



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PATRIOT MOTORCYCLE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                            |  |                                |            |   |      |   |          |  
|--------------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ---- | - | -------- | -
|                                                                            |  | Three months ended December 31 |           
|                                                                            |  | 2005                           |            |   | 2004 |  
|Cash flows from operating activities:                                       |  |                                |            |   |      |   |          |  
|Net loss                                                                    |  | $                              | (1,972,331 | ) |      | $ | (669,455 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                |            |   |      |   |          |  
|Depreciation and amortization                                               |  |                                | 45,237     |   |      |   | 6,113    |  
|Stock issued for services                                                   |  |                                |           |   |      |   | 142,500  |  
|Impairment of intangibles                                                   |  |                                |           |   |      |   | 97,660   |  
|Changes in operating assets and liabilities:                                |  |                                |            |   |      |   |          |  
|Due from credit card processor                                              |  |                                | (125,714   | ) |      |   |         |  
|Accounts receivable                                                         |  |                                | 79,491     |   |      |   | (26,436  | )
|Inventory                                                                   |  |                                | (254,697   | ) |      |   | (548,521 | )
|Other current assets                                                        |  |                                | (182,998   | ) |      |   | (234,149 | )
|Accounts payable and accrued expenses                                       |  |                                | 338,663    |   |      |   | 323,592  |  
|Taxes payable                                                               |  |                                |           |   |      |   | 1,600    |  
|                                                                            |  |                                |            |   |      |   |          |  
|Net cash used in operating activities                                       |  |                                | (2,072,349 | ) |      |   | (907,096 | )
|                                                                            |  |                                |            |   |      |   |          |  
|Cash flows from investing activities:                                       |  |                                |            |   |      |   |          |  
|Decrease (increase) in deposits                                             |  |                                | 86,177     |   |      |   | (54,780  | )
|Advances receivable, related party                                          |  |                                | (230,000   | ) |      |   |         |  
|Advances receivable, escrow trust account                                   |  |                                | (300,000   | ) |      |   |         |  
|Purchase of property and equipment                                          |  |                                | (117,805   | ) |      |   | (28,408  | )
|                                                                            |  |                                |            |   |      |   |          |  
|Net cash used in investing activities                                       |  |                                | (561,628   | ) |      |   | (83,188  | )
|                                                                            |  |                                |            |   |      |   |          |  
|Cash flows from financing activities:                                       |  |                                |            |   |      |   |          |  
|Repayment of loan payable                                                   |  |                                | (25,000    | ) |      |   |         |  
|Loan from (repayment to) stockholder                                        |  |                                | (10,906    | ) |      |   | 312,000  |  
|Proceeds from sale of common stock and subscription receivable              |  |                                | 102,084    |   |      |   | 469,850  |  
|                                                                            |  |                                |            |   |      |   |          |  
|Net cash provided by financing activities                                   |  |                                | 66,178     |   |      |   | 781,850  |  
|                                                                            |  |                                |            |   |      |   |          |  
|Decrease in cash and cash equivalents                                       |  |                                | (2,567,799 | ) |      |   | (208,434 | )
|Cash and cash equivalents - beginning of period                             |  |                                | 2,944,086  |   |      |   | 378,287  |  
|                                                                            |  |                                |            |   |      |   |          |  
|Cash and cash equivalents - end of period                                   |  | $                              | 376,287    |   |      | $ | 169,853  |  
|                                                                            |  |                                |            |   |      |   |          |  
|Supplemental cash flow information:                                         |  |                                |            |   |      |   |          |  
|Cash paid for:                                                              |  |                                |            |   |      |   |          |  
|Interest                                                                    |  | $                              | 3,612      |   |      | $ | 3,604    |  
|                                                                            |  |                                |            |   |      |   |          |  
|Income taxes                                                                |  | $                              |           |   |      | $ |         |  
|                                                                            |  |                                |            |   |      |   |          |  

See accompanying notes to condensed consolidated financial statements.



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PATRIOT MOTORCYCLE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2005 (UNAUDITED)

NOTE 1
DESCRIPTION OF BUSINESS

Patriot Motorcycle Corporation (the Company) was formed on October 25, 1999 in the state of California.

The Company incurred a net loss of $1,972,331 and a negative cash flow from operating activities of $2,072,349 for the three months ended
December 31, 2005, and had an accumulated deficit of $9,315,003 at December 31, 2005. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a
going concern is dependent upon it achieving profitability and generating sufficient cash flows to meet its obligations as they come due. Management believes that its plan to diversify and to control its overhead will enable it to achieve
profitability. Management is also pursuing additional capital financing. However, if the Company is not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could
have a material adverse effect on our business, results of operations, liquidity, and financial condition. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

At December 31, 2005, the Company had $376,287 in cash and cash equivalents. We believe that our current cash and cash equivalents on hand and cash
we expect to generate from operations will be sufficient to finance our anticipated capital and operating requirements for at least the next 12 months. The Company feels slower growth expectations would require fewer capital expenditures and fewer
research and development investments.

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, 2005 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 subsidiaries Patriot Manufacturing Corporation and Patriot
Motors of Canada Corporation. Inter-company accounts, 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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Accounts Receivable

The Company evaluates the collectibility of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customers inability to meet its financial obligations to the
Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad
debts, bad debt charges are recorded based on the Companys historical losses and an overall assessment of past due trade accounts receivable outstanding. The allowance for doubtful accounts and returns and discounts is established through a
provision for returns and discounts charged against sales. Receivables are charged off against the allowance when payments are received or products returned. The allowance for doubtful accounts and returns and discounts as of December 30, 2005
and at September 30, 2005 was $60,000.

Inventory

Inventory is stated at the lower of cost (first-in, first-out) or market. The following is a summary of inventory by component at December 31, 2005 and September 30, 2005:



|                               |  |                   |           |   |                    |   |          
|------------------------------ |  | ----------------- | --------- | - | ------------------ | - | ---------
|                               |  | December 31, 2005 |           |   | September 30, 2005
|                               |  | (Unaudited)       |           |   |                   
|Finished Goods                 |  | $                 | 2,462,578 |   |                    | $ | 2,426,355
|Work in process                |  |                   | 479,741   |   |                    |   |         
|Parts and accessories          |  |                   | 600,113   |   |                    |   | 637,351  
|                               |  |                   |           |   |                    |   |          
|Total Inventories              |  |                   | 3,542,432 |   |                    |   | 3,063,706
|Inventory reserve (See Note 6) |  |                   | (224,030  | ) |                    |   |         
|                               |  |                   |           |   |                    |   |          
|Total Inventories-net          |  | $                 | 3,318,402 |   |                    | $ | 3,063,706
|                               |  |                   |           |   |                    |   |          

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). As of December 31, 2005, the Company had granted stock options and warrants for 1,821,542 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 antidilutive.

Concentrations

The Companys cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation or Canada Deposit Insurance Corporation up to $100,000. The Company may be exposed to risk for the
amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Companys policy is to maintain cash balances with high quality financial institutions. The Company had $427,040 in excess of the $100,000 FDIC or
CDIC limit at December 31, 2005. Accounts receivable to three customers equaled 89.4% of gross outstanding receivables.

Reclassifications

Certain reclassifications have been made to the 2004 amounts to be consistent with the 2005 presentation with no effect on net income or ending equity.

Recent Accounting Pronouncements

In December 2004,
the Financial Accounting Standards Board (FASB) issued a revision of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No.



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##### Table of Contents

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 the first annual reporting period that begins after December 15, 2005, for small business issuers. The Company does not currently have a stock option plan in place; therefore 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 when a stock option plan is implemented.

In February 2006, FASB issued SFAS No. 155 Accounting for Certain Hybrid Financial Instruments, an amendment of FAS No. 133 and 140, which
addresses the application of SFAS 133 to beneficial interests in securitized financial assets. SFAS 155 will become effective in 2007. SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they
are freestanding derivatives or hybrid instruments containing embedded derivatives that would require bifurcation. The FASB has proposed to amend SFAS 155 that, if approved, would exempt securitized interest that only contain embedded derivatives
linked to prepayment risk of the underlying assets and where the investor does not control acceleration of settlement. The Company will adopt SFAS 155 in fiscal 2006 and its adoption is not expected to have a material effect on the Companys
financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements,
but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for the Company beginning July 1, 2008. We are currently assessing the potential
impact that the adoption of SFAS No. 157 will have on our financial statements.

In September 2006, the Securities and Exchange Commission
(SEC) released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides
interpretive guidance on the SECs views on how the effects of prior year misstatements should be considered in quantifying a current year misstatement for the purpose of a materiality assessment. The provisions of SAB 108 will be effective for
the Company for the fiscal year ended December 31, 2006. The Company is currently evaluating the impact of applying SAB 108 but does not believe that the application of SAB 108 will have a material effect on its financial position and results
of operations.

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 $25,000 balance due on the note was in default as of September 30, 2005, and was paid in full in November 2005.

NOTE 4
RELATED PARTY TRANSACTIONS

In September 2005 and during the period ended December 31, 2005, the Company advanced funds totaling $330,000 to its
Vice President of Sales for his use in purchasing the Companys stock on the open market. The advances may be a violation of Sarbanes-Oxley Act of 2002. Subsequent to December 31, 2005, the Vice President of Sales repaid the balance to the
Company. The Company has initiated policies and procedures to prevent this and other weaknesses in the future.

During the year ended September 30,
2004, the Company advanced $99,867 to its CEO. On December 15, 2004, the CEO deposited $312,000 with the Company in repayment of the advances and to provide the Company with needed working capital funds. The Company is aware that the advances
to its CEO may be a violation of Sarbanes-Oxley Act of 2002.



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In August 2005, the President was terminated. As a condition of the termination, the Company facilitated the acquisition
and resale of the Presidents 100,000 shares of restricted stock to a number of outside accredited investors. The Company advanced the funds in the amount of $300,000, to an independent third party escrow trust account, and was repaid in full
in March 2006.

In November 2005, the Company entered into an agreement to lease a motor home on a month-to-month basis from its Vice President to be used
for support of the film crew of Patriot Productions and marketing departments. Terms of the rental are payments of $1,872 per month, and the agreement can be cancelled upon 30 days notice. In October 2006, the agreement was terminated.

NOTE 5 COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company may be involved from time to time in various claims, lawsuits, and disputes with third parties or breach of contract actions incidental
to the normal course of business operations. The Company is currently not involved in any such litigation or any pending legal proceedings that it believes could have a material adverse effect on the financial position or results of operations. A
suit by an investment banker is deemed without merit and is being disputed by the Company; no loss is expected at this time. In conjunction with Patriots maintaining its quality standards, Patriot has rejected certain products previously
provided by the manufacturer. The Company is in discussion with the manufacturer regarding steps needed to be taken to replace or repair such defective product.

A suit brought about by an investment banker was settled during 2006 for a payment of $30,000.

NOTE 6 SUBSEQUENT EVENTS

Issuance of Stock

From January 2006 through December 31,
2006, the Company issued 40,500 shares of stock sold for $1.25 per share, representing the exercise of warrants.

Decrease in sales

As a result of the need to rebrand the off-road products and lack of support from the manufacturer, sales in the 4thquarter of fiscal 2006 decreased significantly. The Company is currently evaluating alternate products expected to be brought
to market in spring 2007. Also as part of the product revaluation, in December 2005 the Company wrote down the value of the off-road inventory by approximately $224,000 to its current market value.



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

The following
discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included in this report. This discussion and analysis contains forward-looking
statements that involve risks and uncertainties. We base these statements on assumptions that we consider reasonable. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain
factors including, but not limited to, those discussed in this report. All forward looking statements contained in this Form 10-QSB are qualified in their entirety by the discussion.

General

Patriot Motorcycle Corporation (us, we, our, or the Company)
was incorporated on October 25, 1999 under the laws of the State of California as Patriot Manufacturing Corporation. On May 21, 2001, we closed a reverse merger under a Share Exchange Agreement with Royal Financial Corporation
(Royal), a publicly reporting company, pursuant to which we exchanged all of our then issued and outstanding capital common stock and received, as consideration, 84% of the issued and outstanding capital common stock of Royal (the
Transaction). As a result of this Transaction, we became a wholly-owned subsidiary of Royal. The Transaction resulted in a change of control of our Company, and accordingly, was accounted for as a recapitalization. Although Royal is
deemed our legal acquirer, we are deemed the accounting acquirer and our historical results of operation prior to the Transaction are the historical results of operation of the resultant public Company. Subsequently, in 2001, Royal changed its name
to Patriot Motorcycle Corporation.

We are currently engaged in the business 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, we commenced the commercial distribution of dirt bike motorcycles and ATVs manufactured in China to our
specifications. Our 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 our customers. We distribute a moderately priced line of dirt bike motorcycles and ATVs for families and other entry-level consumers. Presently, we are working to establish a domestic dealer
organization and a follow-on international dealer organization through which we intend to commercially sell and distribute our products. We also intend to introduce new branded products and accessories such as street bikes, watercraft, marine
engines, power generators and specialty clothing.

Plan of Operation

As of December 31, 2005, we manufacture and distribute specialty motorcycles; distribute a moderately priced line of dirt bike motorcycles, ATVs, accessories and specialty clothing for families and other
entry-level consumers; and produce the syndicated television program Steel Dreams. Once we have further expanded a domestic, and established an international dealer organization through which we are selling the Patriot
OffRoad brand of dirt bikes and ATVs, and the specialty motorcycles, we intend to introduce new branded products such as watercraft, marine engines and power generators.

The Companys focus in the period ended December 31, 2005 has been to seek necessary working capital, and continuing to implement the marketing plan which focuses on dealers and the retail market, through
comprehensive print advertising, participation in trade shows and other direct marketing efforts.

In July 2005, we attained the production and
distribution rights to the syndicated television program Steel Dreams. The program has been produced and distributed for four years, and is currently carried on 217 stations in over 137 markets with over 76,000,000 households. The
first production of the fifth season was broadcast in September 2005. Segments include storylines of Patriot, action sequences in numerous motor sports and interviews with industry celebrities.



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In 2007, we plan to introduce a personal watercraft (PWC), and a line of speedboat powered by an outboard
engine including 24 and 33 runabouts and 41 cruisers. We have already developed the prototypes for the cruisers in our Hemet, California development facility.

We are headquartered in San Clemente, California and as of December 31, 2005 have over 50 full-time employees. We outsource our shipping and handling of the dirt bikes and ATVs to FulSource Fulfillment and
Logistics in Fremont, California. The vehicles are packed in containers holding approximately 80 units and shipped from China to the Port of Oakland. FulSource accepts and manages all shipments on our behalf and then warehouses the vehicles in its
nearby facility. From that point, the products are shipped directly to the dealers across the country, where the final assembly occurs.

RESULTS OF
OPERATIONS

For the three months ended December 31, 2005, we had sales of $1,104,677, compared to $942,972 for the three months ended
December 31, 2004. This amount is attributable to sales of both off-road products (dirt bikes and ATVs) and street bikes in the ordinary course of business. Cost of sales for the three months ended December 31, 2005 approximated 101.72%,
generating a negative gross margin of $18,999 or (1.7%), due to the added cost of rebranding the off-road products. For the three months ended December 31, 2004, sales were $942,972. Gross margin for the three month period ending December 2004
was 6.5%.



|                         |  |                            |            |   |                   |        |   |  |   |          |   |  |       |  
|------------------------ |  | -------------------------- | ---------- | - | ----------------- | ------ | - |  | - | -------- | - |  | ----- | -
|                         |  | Unaudited                  |           
|                         |  | For the Three Months Ended |           
|                         |  | December 31, 2005          |            |   | December 31, 2004 |       
|Net Sales                |  | $                          | 1,104,677  |   |                   | 100.0  | % |  | $ | 942,972  |   |  | 100.0 | %
|Cost of Sales            |  |                            | 1,123,676  |   |                   | 101.7  | % |  |   | 881,387  |   |  | 93.5  | %
|                         |  |                            |            |   |                   |        |   |  |   |          |   |  |       |  
|Gross Profits            |  |                            | (18,999    | ) |                   | -1.7   | % |  |   | 61,585   |   |  | 6.5   | %
|                         |  |                            |            |   |                   |        |   |  |   |          |   |  |       |  
|Operating Expenses:      |  |                            |            |   |                   |        |   |  |   |          |   |  |       |  
|Selling                  |  |                            | 411,860    |   |                   | 37.3   | % |  |   | 132,240  |   |  | 14.0  | %
|General & Administrative |  |                            | 1,376,306  |   |                   | 124.5  | % |  |   | 598,800  |   |  | 63.5  | %
|Research & Development   |  |                            | 165,166    |   |                   | 15.0   | % |  |   |         |   |  | 0.0   | %
|                         |  |                            |            |   |                   |        |   |  |   |          |   |  |       |  
|Total Operating Expenses |  |                            | 1,953,332  |   |                   | 176.8  | % |  |   | 731,040  |   |  | 77.5  | %
|                         |  |                            |            |   |                   |        |   |  |   |          |   |  |       |  
|Net Loss                 |  | $                          | (1,972,331 | ) |                   | -178.5 | % |  | $ | (669,455 | ) |  | -71.0 | %
|                         |  |                            |            |   |                   |        |   |  |   |          |   |  |       |  

Operating expenses for the three months ended December 31, 2005 included selling costs of $411,860 for the
purpose of developing a branding program for the Patriot street bikes, dirt bikes and ATVs. Administrative expenses of $1,376,306 are primarily for payroll to build and train sales, warehouse and administrative staff capable of supporting the level
of sales anticipated within the next 12 months, and the expenses to support the staff including facility costs, IT expenditures and administrative services. Additional general expenditures include product liability and casualty insurance and legal
and professional fees. Research and development costs were incurred for the development of the marine product line.

LIQUIDITY AND CAPITAL RESOURCES

Our net cash position was $376,287 at December 31, 2005 and $2,944,086 at September 30, 2005. For the three months ended December 31,
2005, cash flows used in operating activities amounted to $2,072,349. The primary factors contributing to cash flow used in operating activities were net loss of $1,972,331 and increases in inventory of $254,696, and other assets by $182,998, offset
by decreases in accounts receivable of $79,491 and increases in accounts payable and accrued expenses of $338,663. For the three months ended December 31, 2004, cash flows used in operating activities amounted to $907,096. The primary use of
these funds was to build inventory in the amount of $548,521. Also, other current assets increased by $234,149 and accounts receivable increased by $26,436.



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Cash used in investing activities amounted to $561,628, most of which was the purchase of property and equipment of
$117,805, an advances receivable, escrow trust account of $300,000, and an advances receivable, related party of $230,000 during the three months ended December 31, 2005. Cash used in investing activities resulted from purchases of equipment of
$28,408 and additional deposits of $54,780 for the three months ended December 31, 2004.

Cash provided from financing activities for the three months
ended December 31, 2005 was from the proceeds of stock subscriptions receivable from sales during the prior year, offset by repayments to a stockholder of $10,906 and a loan payable of $50,000. Cash provided by financing activities were from
the sale of common stock in the amount of $469,850 and proceeds on a loan from stockholder of $312,000 for the three months ended December 31, 2004.

Our cash, cash equivalents and short-term investments totaled $376,287 at December 31, 2005 and $2,944,086 as of September 30, 2005. The working capital was $3,958,106 and $5,814,745 at December 31, 2005 and
September 30, 2005, respectively. We believe that our current cash and cash equivalents on hand and cash we expect to generate from operations will be insufficient to finance our anticipated capital and operating requirements for at least the
next 12 months and are in the process of arranging for additional capital contributions. We also may utilize cash from time to time to acquire other businesses, technologies or product lines that complement our existing business, although we have no
present commitments or agreements to do so.

GOING CONCERN

The Companys financial statements for the year ended September 30, 2005 had a going concern uncertainty in its auditors report. The Company incurred a net loss of $1,972,331 and a negative cash flow from operating
activities of $2,072,349 for the three months ended December 31, 2005, and had an accumulated deficit of $9,315,003 at December 31, 2005. These conditions raise substantial doubt about the Companys ability to continue as a going
concern. The Companys ability to continue as a going concern is dependent upon it achieving profitability and generating sufficient cash flows to meet its obligations as they come due. Management believes that its plan to diversify and to
control its overhead will enable it to achieve profitability. Management is also pursuing additional capital financing. However, if the Company is not successful in generating sufficient liquidity from operations or in raising sufficient capital
resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity, and financial condition. The accompanying consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

The Companys cash requirements over the next 12 months are expected to include expenditures in
connection with: (i) increasing investment in research and development, (ii) hiring additional personnel, if and as necessary; and (iii) implementing an integrated accounting software package. At December 31, 2005, the Company
had $376,287 in cash and cash equivalents. The Company believes that its current cash and cash equivalents on hand and cash expected to be generated from operations will be sufficient to finance anticipated capital and operating requirements for at
least the next 12 months. The Company feels slower growth expectations would require fewer capital expenditures and fewer research and development investments.

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.



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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. As circumstances change, they 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 and ATVs when risk of loss and title
is transferred to the customer, and collection is reasonably assured, which usually occurs when the motorcycle or ATV is delivered.

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

Property and Equipment.Property and equipment are stated at cost
less accumulated depreciation. Depreciation is provided in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives, principally on a straight-line basis. Estimated service lives of property and
equipment are as follows:



|                        |  |              
|----------------------- |  | -------------
|Machinery and equipment |  | 3 to 5 years 
|Furniture               |  | 5 to 10 years
|Vehicles                |  | 3 years      

The straight-line method of depreciation is followed for substantially all assets for financial reporting
purposes.

Intangible Assets.Intangible assets consist of the Companys website development and are amortized over their estimated useful
lives of five years. Earlier expenditures for domain names of $97,660 after amortization were written off in 2004, and included in general and administrative expenses, as a result of a settlement of a lawsuit which required the Company to abandon
related branding of the Yamoto trademark.

Impairment of Long-Lived Assets. Intangible assets are evaluated for impairment whenever events or
conditions indicate that the carrying value of an asset may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference
between the fair value and carrying value of the asset or group of assets. Such analyses necessarily involve significant judgment. The impairment losses recorded in fiscal 2005 are described in the previous paragraph. There were no impairment losses
in 2004.

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 December 2004, the Financial Accounting Standards Board (FASB) 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 the first annual reporting period that begins after
December 15, 2005, for small business issuers. The Company does not currently have a stock option plan in place; therefore 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 when a stock option plan in implemented.

In February 2006, the FASB issued SFAS
No. 155 Accounting for Certain Hybrid Financial Instruments, an amendment of FAS No. 133 and 140, which addresses the application of SFAS 133 to beneficial interests in securitized financial assets. SFAS 155 will become
effective in 2007. SFAS 155 requires that beneficial interests in securitized financial assets be analyzed to determine whether they are freestanding derivatives or hybrid instruments containing embedded derivatives that would require bifurcation.
The FASB has proposed to amend SFAS 155 that, if approved, would exempt securitized interest that only contain embedded derivatives linked to prepayment risk of the underlying assets and where the investor does not control acceleration of
settlement. The Company will adopt SFAS 155 in fiscal 2006 and its adoption is not expected to have a material effect on the Companys financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,which defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair
value hierarchy used to classify the source of the information. This statement is effective for the Company beginning July 1, 2008. We are currently assessing the potential impact that the adoption of SFAS No. 157 will have on our
financial statements.

In September 2006, the Securities and Exchange Commission (SEC) released Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 provides interpretive guidance on the SECs views on how the effects of
prior year misstatements should be considered in quantifying a current year misstatement for the purpose of a materiality assessment. The provisions of SAB 108 will be effective for the Company for the fiscal year ended December 31, 2006. The
Company is currently evaluating the impact of applying SAB 108 but does not believe that the application of SAB 108 will have a material effect on its financial position and results of operations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have
no debt subject to interest rate fluctuation, nor any activity subject to foreign currency fluctuations.

OFF BALANCE SHEET ARRANGEMENTS

We do not have nor do we maintain any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our investors.



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ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure 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, December 31, 2005. 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 ineffective 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.

(b) Changes in Internal Controls.

During the period covered by the Quarterly Report on Form 10-QSB, there were no significant changes in our
internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we are involved in legal proceedings relating to claims arising out of
operations in the normal course of business, as well as claims arising from our status as an issuer of securities and/or a publicly reporting company. There were no changes to our existing, pending and known threatened litigation as of the date of
this report.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

During the three month period ended December 31, 2005, there have been no
material defaults in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any of our indebtedness exceeding 5% of our total assets.

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

No matters were submitted to a vote of our security holders
during the three month period ended December 31, 2005.

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 and the 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.



|                               |  |                            
|------------------------------ |  | ---------------------------
|January 26, 2007              
|                              
|PATRIOT MOTORCYCLE CORPORATION
|                               | 
|By:                            |  | /s/ Michel Attias          
|                               |  | Michel Attias              
|                               |  | CEO, President and Director
|                               | 
|                               |  | /s/ David M. Gernak        
|                               |  | David M. Gernak            
|                               |  | CFO and Treasurer          



18