================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
 (Mark One)

[ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

                     For the fiscal year ended May 31, 2004
                                  ------------

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

     For the transition period from _________________ to __________________

                        Commission file number: 333-97201


                                 PATRIARCH INC.
                                 --------------
                 (Name of small business issuer in its charter)



            Nevada                                          98-0360062
 ------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

         4526 Underwood Avenue
North Vancouver, British Columbia, Canada                           V7K 2S2
-----------------------------------------                      ----------------
   (Address of principal executive offices)                       (Zip Code)

Issuer's telephone number:   (604) 961-8878
                             --------------

Securities registered under Section 12(b) of the Exchange Act:

    Title of each class               Name of each exchange on which registered

          None                                          None

Securities registered under Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of Class)

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
                               ---------                           -------

<page>

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

                           Yes      X                            No
                              ---------                            --------


State issuer's revenues for its most recent fiscal year:          Nil
                                                           --------------------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

                        $109,915 as at November 15, 2004
                        --------------------------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

            11,718,818 shares of common stock as at November 15, 2004
            ---------------------------------------------------------

                                       2

<page>



                                TABLE OF CONTENTS
                                -----------------
                                                                           Page

ITEM 1:  DESCRIPTION OF BUSINESS.............................................4
ITEM 2:  DESCRIPTION OF PROPERTY.............................................12
ITEM 3:  LEGAL PROCEEDINGS...................................................12
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................12
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............12
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........13
ITEM 7:  FINANCIAL STATEMENTS................................................15
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURES......................................24
ITEM 8A: CONTROLS AND PROCEDURES.............................................24
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS........25
ITEM 10: EXECUTIVE COMPENSATION..............................................27
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......27
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................28
ITEM 13: EXHIBITS AND REPORTS................................................28
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................29


                                       3


<page>

PART I

ITEM 1:  DESCRIPTION OF BUSINESS

In General

We are an  exploration  stage  company.  We plan  to  ultimately  engage  in the
acquisition and exploration of mineral  properties and exploit mineral  deposits
demonstrating  economic feasibility.  We own an option to acquire an interest in
the mineral claim described below under the heading  "Manchester  South Property
Option Agreement".

Our plan of operation is to carry out exploration  work on the Manchester  South
Property  in  order to  ascertain  whether  this  claim  possesses  commercially
exploitable  quantities of copper and nickel.  There can be no assurance  that a
commercially  exploitable mineral deposit, or reserve,  exists in the Manchester
South  Property  until  appropriate  exploratory  work is done  and an  economic
evaluation based on such work concludes there is economic feasibility.

Manchester South Property Option Agreement

We have  obtained  the  option to  acquire  a 90%  interest  in a mineral  claim
situated in the Province of Ontario,  Canada.  We refer to this mineral claim as
the Manchester South Property.  We acquired our interest in the Manchester South
Property pursuant to an agreement dated March 6, 2002, as amended, between Terry
Loney, doing business as Klondike Bay Resources,  and us. Klondike Bay Resources
is the owner of the Manchester  South Property.  We paid cash  consideration  of
$7,500 to Klondike Bay Resources  for the grant of the option upon  execution of
the option  agreement.  The option  agreement was  negotiated as an arm's length
transaction.  We are deemed to have  exercised  the  option to  acquire  the 90%
interest in the Manchester South Property when we have:

(A)  paid Klondike Bay Resources $7,500 (paid upon the execution of the option
     agreement);

(B)  incurred an aggregate of $200,000 of property exploration expenditures on
     the Manchester South Property within the following periods:

  (1) $25,000 on or before  December 31, 2004; and
  (2) a further  $175,000 on or before December 31, 2005.

We have not incurred any exploration  expenses on the Manchester  South Property
to date.

In the event that we spend, in any of the above periods,  less than the required
sum, we may, at our option, pay to Klondike Bay Resources the difference between
the amount  actually  spent and the  required  exploration  expenditure  in full
satisfaction of the exploration  expenditures to be incurred.  In the event that
we spend,  in any period,  more than the required  sum,  then the excess will be
carried  forward  and applied to the  required  exploration  expenditures  to be
incurred in  subsequent  periods.  If we fail to make any required  payment,  or
incur any required  exploration  expenditures,  our option will terminate and we
will have no further rights to the Manchester South Property.

Property   exploration   expenditures  include  all  costs  of  acquisition  and
maintenance of the property, all expenditures on the exploration of the property

                                       4

<page>

and all other costs and expenses of whatsoever  kind or nature,  including those
of a capital  nature,  incurred or chargeable with respect to the exploration of
the  property.  In  addition,  until  we  have  secured  a 90%  interest  in the
Manchester  South  Property,  we are  obligated to maintain in good standing the
Manchester South Property by:

  (A) completing and filing of assessment work or making of payments in lieu
      thereof;

  (B) paying taxes and rentals; and

  (C) performing  all other  actions  necessary to keep the  Manchester  South
      Property free and clear of all liens and other charges.

In  order  to keep  the  option  in good  standing,  we must  incur  exploration
expenditures of a least $25,000 on the Manchester South Property by December 31,
2004. We do not currently have cash on hand to meet this obligation.

Location of the Manchester South Property

The Manchester  South Property  comprises of four claims  comprising of 30 units
and is located in the SW corner of Dryden Township, lots 11 and 12, concession 1
in the Sudbury mining district of Northern Ontario, Canada. The Manchester South
Property also lies in the Proximity of  Falconbridge  Limited's  producing mines
and Inco Limited's Garson Mine.

History of the Manchester South Property

Initial  exploration  work was done on the  Manchester  South  property in 1965,
although no work has been recorded from this earlier exploration. The Manchester
South  Property  has not  been  explored  using  modern  geological  exploration
methods. The Manchester South Property has not hosted any known mines.

Geological Report

We have obtained a geological evaluation report on the Manchester South Property
prepared by Mr. Scott  Jobin-Bevans,  M.Sc., of 1674 Latimer  Crescent,  Sudbury
Ontario,  Canada.  The  geological  report  summarizes  the results of the prior
exploration  of the Manchester  South Property and the geological  formations on
the property that were identified as a result of this prior exploration.

In  his  geological  report,  Mr.  Jobin-Bevans  recommends  proceeding  with  a
two-phase,  staged exploration program on the Manchester South Property based on
his conclusion  that  prospecting,  geological  mapping and soil surveys are the
exploration   techniques   that  have  been  the  most  successful  in  locating
copper-nickel mineralization in the region.

Geological  mapping  involves  dividing a portion of the property being explored
into sections.  Our  consulting  geologist will then record results based on the
section from which data, such as rock samples, are taken.

Soil  surveys and  analysis  will consist of our  consulting  geologist  and his
assistant  gathering grab samples from property areas with the most potential to
host economically significant  mineralization.  This determination is made based
on a visual  inspection  of the rock types on the  surface of the  property  and
prior exploration results.  Grab samples are soil samples or pieces of rock that
appear to contain metals such as copper and nickel. All samples gathered will be
sent to a laboratory where they are crushed and analysed for metal content.

                                       5

<page>

The initial phase of the recommended geological work program is comprised of the
acquisition  and analysis of  satellite  imaging  maps of the  Manchester  South
Property in order to make a preliminary  assessment of mineralization.  A budget
of $25,000 is estimated to be required to support this initial  geological  work
program.  The components of the budget for this initial  geological work program
are as follows:

Geological Review                                  $3,000
Exploration Grid                                   $4,000
Geological Mapping                                 $4,000
Geophysical Surveys
-Induced Polarization
-Ground Magnetometer
-Max-Min (EM survey)                              $10,000
Report Writing/Consulting                          $3,000
Operating Supplies                                 $1,000
-----------------------                        -----------
   Total                                          $25,000

Our  consulting   geologist   will  oversee  the   above-noted  EM  and  induced
polarization  surveys  over  certain  property  areas.  EM, or  electro-magnetic
surveys involve measuring the strength of the earth's magnetic field. Variations
in the magnetic  readings on the property may indicate the possible  presence of
precious  and  base  minerals.  Induced  polarization  surveys  measure  various
electrical  responses  to the  passage  of  alternating  currents  of  different
frequencies.  Readings can  indicate  the  presence of certain  types of mineral
deposits.

Mr.  Jobin-Bevans  recommended that the second phase of the exploration  program
consist of diamond drilling,  core logging and assay sampling. This second phase
of the  geological  work  program is  estimated to require a budget of $175,000.
Drilling involves extracting long cylinders of rock from the ground to determine
amounts of metals located in rock at different depths.  Pieces of rock obtained,
known as drill core, are analysed for mineral content.

Mr. Jobin-Bevans concluded in his geological report that the decision to proceed
with each subsequent phase of the exploration  program should be contingent upon
reasonable  encouragement  having been  gained from the results of the  previous
exploration program.

We have  decided  to accept  the  recommendation  of the  geological  report and
proceed  with this  initial  geological  work  program.  We will make a decision
whether  to  proceed  with  phase two of the  staged  exploration  program  upon
completion  of this  initial  geological  work  program  and an  analysis of the
results of this first phase of the exploration  program. We will make a decision
whether to proceed  with phase  three of the  staged  exploration  program  upon
completion of this second phase of the  geological  work program and an analysis
of the results of this second phase of the exploration program.

Should  we  determine  at any  time  not to  proceed  to the  next  phase of the
geological work program, we will use our remaining operating capital, if any, to
obtain an option or options on other mineral claims.  Funds will then be used to
conduct  mineral  exploration  activities on those claims.  It is likely we will
need further financing to pay for that exploration.

                                       6

<page>

The two phase program  recommended  in the report  constitutes a  reconnaissance
exploration  program,  which  is only an  initial  phase  of a full  exploration
effort. If we complete both phases of the exploration program and the results of
these  efforts are  positive,  we will still have to undertake an extensive  and
additional  exploration  program which might  consist of further soil  sampling,
geophysical  surveys,  trenching or drilling  before we will be able to identify
commercially-viable  reserves.  The costs of these  subsequent  programs will be
significantly  more than the costs set  forth  above for the  initial  two phase
exploration program. We will be unable to determine the expected cost of a phase
three work program until we receive results from the first two phases. The costs
of such a program will be based upon the  recommendations  of the  geologist who
oversees the phase two program.

Compliance with Government Regulation

We will  commence  business in Ontario  when we commence  the first phase of our
planned   exploration   program.   We  will  be   required  to  register  as  an
extra-provincial  company  under the  Ontario  Company  Act prior to  conducting
business in Ontario. The anticipated cost of the  extra-provincial  registration
is  approximately  $500. We have not as yet  registered  as an  extra-provincial
company  under  the  Ontario  Company  Act,  but  will do so  sometime  prior to
commencing operations in the province.

We will be required to conduct all mineral exploration  activities in accordance
with the Mining Act of Ontario.  We will be required to obtain work permits from
the Ontario Ministry of Energy Mines and Resources for any exploration work that
results in a physical disturbance to the land.

We will not be required to obtain a work permit for the first or second phase of
our  exploration  program  as these  phases  will not  involve  any  substantial
physical  disturbance  to the land.  We will be  required  by the  Mining Act to
undertake  remediation work on any work that results in physical  disturbance to
the land.  The cost of  remediation  work will vary  according  to the degree of
physical  disturbance.  However,  we do not  anticipate  that  reclamation  work
resulting  from our first two  phases of  recommended  exploration  will  exceed
$5,000.  We have  budgeted  for  regulatory  compliance  costs  in the  proposed
exploration  program recommended by the geological report. As mentioned above we
will have to sustain the cost of reclamation and environmental mediation for all
exploration and other work undertaken.

If we commence  mining  operations on the property,  we will be required to post
bonds  and file  statements  of work  with the  Ministry  of  Energy  Mines  and
Resources. The amount of these costs is not known at this time as we do not know
the extent of any mining  operations that may be undertaken beyond completion of
the recommended exploration programs.  Because there is presently no information
on the size,  tenor,  or quality of any resource or reserve at this time,  it is
impossible to assess the impact of any capital  expenditures  on earnings or our
competitive position.

An environmental  review is not required under the Environmental  Assessment Act
to proceed with the recommended exploration program on our mineral claims.

Employees

We have no  employees  as of the date of this annual  report  other than our two
directors.

Research and Development Expenditures

We have  not  incurred  any  research  or  development  expenditures  since  our
incorporation.

                                       7

<page>

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Risk Factors
------------

Any  investment in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
prospectus  and any other filings we may make with the United States  Securities
and Exchange  Commission in the future before  investing in our common stock. If
any of the following risks occur, our business,  operating results and financial
condition could be seriously harmed. The trading price of our common stock could
decline  due to any of  these  risks,  and  you  may  lose  all or  part of your
investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current  operating funds are less than necessary to complete the exploration
of the optioned mineral claims,  and therefore we will need to obtain additional
financing in order to complete our business  plan.  We currently do not have any
operations  and we have no income.  Our  business  plan calls for us to spend at
least $200,000 in connection with the exploration of our optioned mineral claims
by December 31, 2005. We will require  additional funds to carry out the $25,000
recommended phase one exploration  program on the Manchester South Property,  as
well at the  full-recommended  $200,000 exploration program. At May 31, 2004, we
only had cash on hand of $9,351.  We will also require  additional  financing if
the costs of the  exploration  of our  optioned  mineral  claim are greater than
anticipated.  We will  require  additional  financing  to sustain  our  business
operations if we are not  successful in earning  revenues  once  exploration  is
complete.

We do not currently  have any  arrangements  for financing and we can provide no
assurance to investors  that we will be able to find such financing if required.
Obtaining  additional  financing  would  be  subject  to a  number  of  factors,
including  the market prices for copper and nickel,  investor  acceptance of our
property,  and investor  sentiment.  These factors may make the timing,  amount,
terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently  available to us is through the
sale of equity capital. The only other anticipated alternative for the financing
of  further  exploration  would  be the  offering  by us of an  interest  in our
properties  to be  earned by  another  party or  parties  carrying  out  further
exploration thereof, which is not presently contemplated.

IF WE DO NOT COMPLETE THE REQUIRED CAPITAL EXPENDITURE  REQUIREMENTS MANDATED IN
OUR OPTION,  WE WILL LOSE OUR INTEREST IN THE MANCHESTER  SOUTH PROPERTY AND OUR
BUSINESS WILL FAIL.

We are obligated to incur exploration expenditures on the optioned mineral claim
in order to  exercise  the option and obtain a 90%  interest  in the  Manchester
South Property. We must incur exploration  expenditures in the amount of $25,000
by December 31, 2004, as well as an additional  $175,000 by December 31, 2005 in
order to exercise  this option.  We have not  incurred any of these  exploration
expenditures on the Manchester South Property to date.

While our existing cash reserves are  sufficient to enable us to complete  phase
one of the geological  exploration  program  recommended on our optioned mineral

                                       8

<page>

claim,  we will require  substantial  additional  capital to fund the  continued
exploration of our optioned mineral claim and exercise the option.  If we do not
complete  the  additional  exploration   expenditures  required  by  the  option
agreement,  we will forfeit our interest in the optioned  mineral claim and will
have no interest in the  optioned  mineral  claims.  We have no  agreements  for
additional  financing  and  we  can  provide  no  assurance  to  investors  that
additional  funding will be available to us on acceptable  terms,  or at all, to
continue  operations,  to fund new  business  opportunities  or to  execute  our
business plan. If we lose our interest in the optioned mineral claim, then there
is a substantial risk that our business will fail.

BECAUSE  WE HAVE  NOT  COMMENCED  BUSINESS  OPERATIONS,  WE FACE A HIGH  RISK OF
BUSINESS FAILURE.

We have not even begun the initial stages of exploration on the Manchester South
property,  and thus have no way to evaluate the likelihood  that we will be able
to operate the business successfully.

We were  incorporated  on  February  21,  2001 and to date  have  been  involved
primarily  in  organizational  activities  and the  acquisition  of the optioned
mineral  claim.  We have not earned any  revenues  as of the date of this annual
report and have  incurred  total  losses of $55,779  from our  incorporation  on
February 21, 2001 to May 31, 2004.  Potential  investors  should be aware of the
difficulties  normally encountered by new mineral exploration  companies and the
high rate of failure of such  enterprises.  The  likelihood  of success  must be
considered in light of the problems, expenses,  difficulties,  complications and
delays  encountered in connection with the exploration of the mineral properties
that we plan to  undertake.  These  potential  problems  include,  unanticipated
problems  relating to  exploration  and  additional  costs and expenses that may
exceed current estimates.

Prior to completion of our  exploration  stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from the exploration of our optioned
mineral  claim and the  production of minerals  thereon,  if any, we will not be
able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood  that
we will prove successful, and we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable  operations.  If
we are  unsuccessful  in addressing  these risks,  our business will most likely
fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,  THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for  valuable  minerals  as a business  is  extremely  risky.  We can
provide  investors  with no  assurance  that  the  mineral  claims  that we have
optioned  contain  commercially  exploitable  reserves  of  copper  and  nickel.
Exploration  for  minerals  is  a  speculative  venture  necessarily   involving
substantial  risk. The  expenditures  to be made by us in the exploration of the
optioned  mineral  properties  may not  result in the  discovery  of  commercial
quantities of ore.  Problems such as unusual or unexpected  formations and other
conditions are involved in mineral  exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.

                                       9

<page>

EXISTING  SHAREHOLDERS WILL SUFFER DILUTION IF WE RAISE ADDITIONAL FUNDS THROUGH
OUR SALE OF EQUITY.

We will require  additional  funds to carry out our intended  business plan. The
most likely means of obtaining such funds will be through our sale of additional
shares of common stock to investors.  Any sale of additional  share capital will
result in dilution to existing  shareholders that will detrimentally  affect the
value of their shareholdings.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may
become subject to liability for such hazards, including pollution,  cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial  position.  We carry no liability or other  insurance for specific
risks we face.

EVEN IF WE DISCOVER  COMMERCIAL  RESERVES OF PRECIOUS  METALS ON THE  MANCHESTER
SOUTH PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY REACH COMMERCIAL PRODUCTION.

The optioned  mineral  properties do not contain any known bodies of ore. If our
exploration  programs are successful in establishing  ore of commercial  tonnage
and grade,  we will require  additional  funds in order to place the  Manchester
South  Property  into  commercial  production.  We expect  that such costs could
exceed several million dollars.  We can provide investors with no assurance that
we will be able to obtain such financing.

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.

The Report of  Independent  Registered  Public  Accounting  Firm to our  audited
financial  statements  for the fiscal year ended May 31,  2004,  indicates  that
there are a number of factors that raise  substantial doubt about our ability to
continue as a going concern.  Such factors  identified in the report are that we
are in a net loss position,  we have not attained  profitable  operations and we
are dependent upon obtaining adequate financing.  If we are not able to continue
as a going concern, it is likely investors will lose their investments.

IF WE DO NOT OBTAIN CLEAR TITLE TO THE MANCHESTER  SOUTH PROPERTY,  OUR BUSINESS
MAY FAIL.

While we have obtained a geological  report with respect to the Manchester South
property, this should not be construed as a guarantee of title. The property may
be subject to prior unregistered  agreements or transfers or native land claims,
and title may be affected by undetected defects.  Our optioned mining properties
have not been  surveyed and  therefore,  the precise  locations and areas of the
properties may be in doubt.

IF WE  BECOME  SUBJECT  TO  BURDENSOME  GOVERNMENT  REGULATION  OR  OTHER  LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.

There are several  governmental  regulations that materially restrict the use of
ore. Under the Mining Act of Ontario,  to engage in certain types of exploration
will  require  work  permits,  the  posting  of bonds,  and the  performance  of
remediation  work for any physical  disturbance to the land.  Also, to operate a
working  mine,  the  Ontario   Environmental   Assessment  Act  may  require  an
environmental review process.

                                       10

<page>

In  addition,  the  legal  and  regulatory  environment  that  pertains  to  the
exploration of ore is uncertain and may change.  Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore
deposits.  In addition to new laws and regulations being adopted,  existing laws
may be applied to mining that have not as yet been  applied.  These new laws may
increase our cost of doing business with the result that our financial condition
and operating results may be harmed.

BECAUSE OUR PRESIDENT, MR. STRATO MALAMAS, OWNS 68.74% OF OUR OUTSTANDING COMMON
STOCK, HE WILL MAKE AND CONTROL CORPORATE  DECISIONS THAT MAY BE DISADVANTAGEOUS
TO OTHER MINORITY SHAREHOLDERS.

Mr. Strato Malamas, our president and director, owns approximately 68.74% of the
outstanding  shares of our common stock.  Accordingly,  he will have significant
influence in  determining  the outcome of all  corporate  transactions  or other
matters, including mergers,  consolidations and the sale of all or substantially
all of our  assets,  and also the power to prevent or cause a change in control.
The  interests  of Mr.  Malamas  may  differ  from the  interests  of the  other
stockholders and thus result in corporate  decisions that are disadvantageous to
other shareholders.

BECAUSE  OUR  PRESIDENT  HAS  OTHER  BUSINESS  INTERESTS,  HE MAY NOT BE ABLE OR
WILLING  TO  DEVOTE A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS  OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our  president,  Mr.  Malamas  is  presently  required  to spend only 25% of his
business time on business  management  services for our company.  It is possible
that the demands on Mr. Malamas from his other  obligations  could increase with
the  result  that he would no longer be able to  devote  sufficient  time to the
management of our business. In addition,  Mr. Malamas may not possess sufficient
time  for our  business  if the  demands  of  managing  our  business  increased
substantially beyond current levels.

BECAUSE  MANAGEMENT  HAS ONLY LIMITED  EXPERIENCE  IN MINERAL  EXPLORATION,  THE
BUSINESS HAS A HIGHER RISK OF FAILURE.

Our  management  has only  limited  experience,  and no technical  training,  in
mineral exploration. As a result of this inexperience, there is a higher risk of
our  being  unable  to  complete  our  business  plan  in  the  exploration  and
exploitation of our optioned mineral property.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.

There is  currently  no  market  for our  common  stock  and we can  provide  no
assurance  that a market will  develop.  We have  applied for  quotation  of our
common stock on the OTC Bulletin Board.  However,  we can provide investors with
no assurance that our shares will be traded on the bulletin board or, if traded,
that a public market will  materialize.  If no market is ever  developed for our
shares,  it will be difficult for  shareholders  to sell their stock.  In such a
case,  shareholders may find that they are unable to achieve benefits from their
investment.

IF A MARKET FOR OUR COMMON STOCK DEVELOPS, OUR STOCK PRICE MAY BE VOLATILE.

If a market for our common stock  develops,  we anticipate that the market price
of our common stock will be subject to wide  fluctuations in response to several
factors, including:

                                       11

<page>

(1) actual or  anticipated  variations  in our  results of  operations;
(2) our ability or inability to generate new revenues;
(3) increased  competition;  and
(4) conditions and trends in the mining industry.

Further,  if our common  stock is traded on the OTC  Bulletin  Board,  our stock
price may be impacted by factors that are unrelated or  disproportionate  to our
operating performance.  These market fluctuations,  as well as general economic,
political  and  market  conditions,  such  as  recessions,   interest  rates  or
international currency fluctuations may adversely affect the market price of our
common stock.

Forward-Looking Statements

This annual report  contains  forward-looking  statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are most likely to differ  materially  from those  anticipated in
these forward-looking  statements for many reasons, including the risks faced by
us described in the Risk Factors section and elsewhere in this annual report.

ITEM 2:  DESCRIPTION OF PROPERTY

Our executive offices are located at 4526 Underwood Avenue, North Vancouver,
British Columbia, Canada.  Mr. Strato Malamas, our president, provides this
office space to us free of charge.

ITEM 3:  LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

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

No matters were submitted during the fourth quarter of our fiscal year to a vote
of security holders, through the solicitation of proxies or otherwise.

PART II

ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common  stock do not trade on any stock  exchange  or through  the
facilities  of any  quotation  system.  While we have  applied for our shares of
common stock to be quoted on the National Association of Securities Dealers' OTC
Bulletin Board, there is no guarantee that we will be successful.

We had 42 shareholders of record as at the date of this annual report.

Dividends

There are no  restrictions  in our  articles  of  incorporation  or bylaws  that
prevent us from declaring  dividends.  The Nevada Revised Statutes,  however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution of the dividend:

1.       we would not be able to pay our debts as they become due in the usual
         course of business; or

                                       12

<page>

2.       our total  assets  would be less than the sum of our total  liabilities
         plus  the  amount  that  would be  needed  to  satisfy  the  rights  of
         shareholders who have  preferential  rights superior to those receiving
         the distribution.

We have not declared any dividends,  and we do not plan to declare any dividends
in the foreseeable future.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

Our current  business plan is to conduct an initial  exploration  program on the
Manchester  South  Property in order to determine  whether it may host  economic
mineralization.  We anticipate that this phase one exploration program will cost
approximately $25,000.

We also anticipate spending approximately $15,000 on administrative costs during
the  next  12  months,   including  legal,  accounting  and  audit  fees.  Total
expenditures over the next 12 months are therefore expected to be $40,000.

We are  able to  proceed  with  phase  one of the  exploration  program  without
additional  financing.  Completion of these  exploration  expenditures will also
enable us to meet the  exploration  expenditure  requirement  under  the  option
agreement for the period through December 31, 2004. If we are unable to complete
these  exploration  expenditures by this deadline,  we will lose our interest in
the Manchester South Property.

We anticipate proceeding with phase two of the exploration program in the summer
of 2005.  We will obtain a geological  report upon the  completion of each phase
summarizing the results of that phase.  The costs of the geological  reports are
included in the cost of the exploration program.

We will  assess  whether to proceed to phase two of the  recommended  geological
exploration program upon completion of an assessment of the results of phase one
of the geological exploration program. We will require additional funding in the
event that we decide to proceed with phase two of the exploration  program.  The
anticipated cost of phase two of the exploration  program is $214,000,  which is
well beyond our projected cash reserves.  We anticipate that additional  funding
will be  required  in the form of equity  financing  from the sale of our common
stock.  However,  we cannot provide investors with any assurance that we will be
able to raise  sufficient  funding from the sale of our common stock to fund all
three phases of the exploration program. We believe that debt financing will not
be an alternative for funding the complete  exploration  program. We do not have
any arrangements in place for any future equity financing.

Results Of Operations For Period Ending May 31, 2004

We have not  earned any  revenues  from  operations  from our  incorporation  on
February 21, 2001 to May 31, 2004.  Our  activities  have been financed from the
proceeds of share  subscriptions.  We do not anticipate  earning  revenues until
such time as we have entered into commercial production of our mineral property.
We are presently in the exploration  stage of our business and we can provide no
assurance  that we will  discover  commercially  exploitable  levels of  mineral
resources on our properties,  or if such resources are discovered,  that we will
enter into commercial production of our mineral properties.

                                       13

<page>

We  incurred a net loss of $18,846 in our  fiscal  year ended May 31,  2004,  as
compared  to a net loss of $16,847 in fiscal  2003.  The slight  increase in net
loss in the most  recently  completed  fiscal year is a result of an increase in
professional  fees  that  we  incurred  in  connection  with  the  filing  of  a
registration statement on Form SB-2 with the Securities & Exchange Commission in
the current fiscal year. Consulting fees decreased from $4,829 in fiscal 2003 to
nil in fiscal 2004. As well, property  expenditures  decrease over these periods
from $7,000 to $3,000.

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to pursue  exploration  activities.  For these  reasons our  auditors
stated in their report that they have substantial  doubt that we will be able to
continue as a going concern.

At May 31, 2004, we had assets recorded at $29,351  consisting of cash of $9,351
and a promissory  note  receivable  of $20,000 from our former  consultant.  Our
former consultant has paid us $25,000 of the $45,000 due and owing to us.

Our liabilities at May 31, 2004 totalled $32,565 and consisted of a non-interest
bearing, demand loan of $26,820 from Strato Malamas, our president, and accounts
payable totalling $5,745.




ITEM 7:  FINANCIAL STATEMENTS



                                       14

<page>


                                 PATRIARCH INC.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                              MAY 31, 2004 AND 2003



<page>

                                                         [MORGAN & COMPANY LOGO]



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and the Board of Directors of
Patriarch Inc.
(An Exploration Stage Company)


We have audited the accompanying balance sheet of Patriarch Inc. (an exploration
stage company) as at May 31, 2004 and the related statements of operations, cash
flows, and  stockholders'  equity  (deficiency) for the year ended May 31, 2004.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.  The  financial  statements  for the period from February 21, 2001
(inception) to May 31, 2003 were audited by other auditors whose reported, dated
March 12, 2004, which has been furnished to us, expressed an unqualified opinion
on those statements.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  an audit to obtain  reasonable  assurance  whether  the  financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.  We believe that our audit and the report of
other auditors provide a reasonable basis for our opinion.

In our  opinion  based on our audit and the report of the other  auditor,  these
financial  statements  present fairly, in all material  respects,  the financial
position of the Company as at May 31, 2004 and the results of its operations and
its cash  flows for the year ended May 31,  2004 in  conformity  with  generally
accepted accounting principles in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has suffered  net losses and  negative  cash
flows from operations since its inception that raise substantial doubt about its
ability to continue as a going concern.  Management  plans as to this matter are
discussed in Note 2. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.

Vancouver, Canada                                         /s/ Morgan & Company

October 1, 2004                                          Chartered Accountants

Tel: (604) 687-5841                               P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075                           Suite 1488-700 West Gergia Street
www.morgan-cas.com                                      Vancouver, B.C. V7Y 1A1


<page>


                                 PATRIARCH INC.
                         (An Exploration Stage Company)

BALANCE SHEETS

<table>
<caption>
-------------------------------------------------------------------------------------------------------------------
                                                                                       MAY 31
                                                                                         2004             2003
-------------------------------------------------------------------------------------------------------------------

                                                                                <c>                 <c>
ASSETS

Current
     Cash                                                                         $       9,351    $      21,807
     Note receivable (Note 4)                                                            20,000           20,000
                                                                                  ---------------------------------

Total Assets                                                                      $      29,351    $      41,807
===================================================================================================================

LIABILITIES

Current
     Accounts payable and accrued liabilities                                     $       5,745    $       2,355
     Due to a shareholder (Note 5)                                                       26,820           23,820
                                                                                  ---------------------------------
                                                                                          32,565           26,175
                                                                                  ---------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)

Common Stock
     Authorized:
         100,000,000 common shares, par value $0.0001

     Issued and outstanding:
          11,718,818 common shares                                                        1,172            1,172

     Additional paid-in capital                                                          51,393           51,393

Deficit Accumulated During The Exploration Stage                                        (55,779)         (36,933)
                                                                                  ---------------------------------
Total Stockholders' Equity (Deficiency)                                                  (3,214)          15,632
                                                                                  ---------------------------------

Total Liabilities And Stockholders' Equity (Deficiency)                           $      29,351    $      41,807
===================================================================================================================
</table>



    The accompanying notes are an integral part of these financial statements

<page>


                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS

<table>
<caption>
-------------------------------------------------------------------------------------------------------------------
                                                                                                     PERIOD FROM
                                                                                                      INCEPTION
                                                                                                     FEBRUARY 21
                                                                      YEARS ENDED                      2001 TO
                                                                      -----------
                                                                        MAY 31                         MAY 31
                                                              2004                  2003                2004
-------------------------------------------------------------------------------------------------------------------

                                                        <c>                  <c>                  <c>
Expenses
     Consulting fees                                   $               -    $           4,829     $      54,829
     Property expenditures                                         3,000                7,000            20,000
     Professional fees                                            14,399                1,110            19,748
     Office                                                          705                1,512             2,660
     Transfer agent fees                                             666                2,325             3,260
     Bank charges                                                     76                   71               282
                                                       ------------------------------------------------------------
Total Expenses                                                    18,846               16,847           100,779

Other Income                                                           -                    -            45,000
                                                       ------------------------------------------------------------

Net Loss                                               $         (18,846)   $         (16,847)    $     (55,779)
===================================================================================================================


Net Loss Per Share, Basic and diluted                  $          (0.001)   $         (0.001)
=============================================================================================


Weighted Average Number Of Common Shares
   Outstanding, Basic and diluted
                                                              11,718,818           11,718,818
=============================================================================================
</table>




    The accompanying notes are an integral part of these financial statements


<page>



                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS

<table>
<caption>
-------------------------------------------------------------------------------------------------------------------
                                                                                                     PERIOD FROM
                                                                                                      INCEPTION
                                                                                                     FEBRUARY 21
                                                                           YEARS ENDED                 2001 TO
                                                                             MAY 31                    MAY 31
                                                                      2004             2003             2004
-------------------------------------------------------------------------------------------------------------------

                                                                  <c>              <c>               <c>
Operating Activities
     Net loss                                                    $     (18,846)   $     (16,847)  $      (55,779)

     Change in working capital items:
         Prepaid expenses                                                -                  521           -
         Promissory note receivable                                      -               25,000          (45,000)
         Accounts payable and accrued liabilities                        3,390             (895)           5,745
                                                                 ---------------------------------------------------
                                                                       (15,456)           7,779          (95,034)
                                                                 ---------------------------------------------------

Financing Activities
     Shareholder advances (repayments)                                   3,000          (23,680)          51,820
     Common share issuances                                              -                -               52,565
                                                                 ---------------------------------------------------
                                                                         3,000          (23,680)         104,385
                                                                 ---------------------------------------------------

Increase (Decrease) In Cash                                            (12,456)         (15,901)           9,351

Cash, Beginning Of Year                                                 21,807           37,708                -
                                                                 ---------------------------------------------------

Cash, End Of Year                                                $       9,351    $      21,807   $        9,351
====================================================================================================================
</table>




    The accompanying notes are an integral part of these financial statements

<page>


                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

             PERIOD FROM FEBRUARY 21, 2001 INCEPTION TO MAY 31, 2004

<table>
<caption>
                                                   COMMON STOCK                       DEFICIT
                                  ------------------------------------------------   ACCUMULATED
                                                                    ADDITIONAL         DURING THE
                                                                      PAID-IN         EXPLORATION
                                       NUMBER          AMOUNT         CAPITAL            STAGE             TOTAL
                                  ------------------------------------------------------------------------------------

                                  <c>              <c>           <c>               <c>                 <c>
Issuance  of  common  stock  for
cash
     Founders' shares                  10,000,000   $     1,000   $       -        $       -           $      1,000
     Initial shares                     1,718,818           172          51,393            -                 51,565
Net loss for the period                   -                -              -              (35,809)           (35,809)
                                  ------------------------------------------------------------------------------------

Balance, May 31, 2001                  11,718,818         1,172          51,393          (35,809)            16,756

Net income for the year                   -                -              -               15,723             15,723
                                  ------------------------------------------------------------------------------------

Balance, May 31, 2002                  11,718,818         1,172          51,393          (20,086)            32,479

Net loss for the year                     -                -              -              (16,847)           (16,847)
                                  ------------------------------------------------------------------------------------

Balance, May 31, 2003                  11,718,818         1,172          51,393          (36,933)            15,632

Net loss for the year                     -                -              -              (18,846)           (18,846)
                                  ------------------------------------------------------------------------------------

Balance, May 31, 2004                  11,718,818   $     1,172   $      51,393    $     (55,779)      $     (3,214)
                                  ====================================================================================
</table>



    The accompanying notes are an integral part of these financial statements

<page>

                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2004 AND 2003


1.   ORGANIZATION AND NATURE OF OPERATIONS

         The  Company  was  incorporated  on  February  21, 2001 in the State of
         Delaware  and is in the  pre-exploration  stage.  The  Company has been
         primarily involved in organization activities,  has obtained the option
         to acquire  certain  mineral  claims (Note 7), and intends to carry out
         exploration   work  on  this  property  to  ascertain  if  commercially
         exploitable minerals exist on the property.

2.   GOING CONCERN

         The Company's  financial  statements  are prepared using the accounting
         principles   generally   accepted  in  the  United  States  of  America
         applicable to a going concern,  which  contemplates  the realization of
         assets and liquidation of liabilities in the normal course of business.
         However,  the Company's current operating funds are less than necessary
         to  complete  the  exploration  of the  optioned  mineral  claims  and,
         therefore,  will  need to  obtain  additional  financing  in  order  to
         complete its business plan. As of May 31, 2004, the Company had cash in
         the amount of $9,351. The Company does not have any operations nor does
         it have any income. Its business plan calls for significant expenses in
         connection with the exploration of its optioned mineral claim. While it
         has  sufficient  funds  to  carry  out  phase  one of  the  recommended
         exploration  program on the Manchester South Property (Note 7), it will
         require additional  financing in order to complete the full-recommended
         exploration  program. It will also require additional  financing if the
         costs of the  exploration  of the optioned  mineral  claims are greater
         than anticipated.  The Company does not currently have any arrangements
         for financing and cannot  provide any assurance it will be able to find
         such financing if required. An alternative for the financing of further
         exploration  would be the  offering  of an  interest  in the  Company's
         mineral  claims to be earned by another  party or parties  carrying out
         further exploration thereof, which is not presently contemplated.

         If the Company  does not  complete  the  required  option  payments and
         capital expenditure  requirements  mandated in its option, it will lose
         its interest in the  Manchester  South  Property and its business  will
         fail.

3.   ACCOUNTING POLICIES AND PROCEDURES

     a)  Exploration Expenditures

     The Company is in the exploration  stage. All exploration  expenditures are
     expensed as they are incurred.

<page>

                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2004 AND 2003


3.   ACCOUNTING POLICIES AND PROCEDURES (Continued)

     b)  Net Income (Loss) Per Share

     The  Company  computes  loss per share in  accordance  with SFAS No.  128 -
     "Earnings Per Share".  Under the provisions of SFAS No. 128, basic loss per
     share is  computed  using the  weighted  average  number  of  common  stock
     outstanding  during the periods.  Diluted loss per share is computed  using
     the weighted average number of common and potentially dilative common stock
     outstanding  during the period. As the Company generated net losses in each
     of the periods presented,  the basic and diluted loss per share is the same
     as any exercise of options or warrants would anti-dilutive.

     c)  Financial Instruments

     The  Company's  financial  instruments  consist of cash,  note  receivable,
     accounts payable and accrued liabilities,  and amount due to a shareholder.
     It is  management's  opinion that the Company is not exposed to significant
     interest,   currency  or  credit  risks   arising   from  these   financial
     instruments,  and the  carrying  amounts  of  these  financial  instruments
     approximate their fair values at the balance sheet dates.

     d)  Use of Estimates

     The  preparation  of financial  statements  in conformity  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, and disclosures 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 and would impact future  results
     of operations and cash flows.

     e)  Income Taxes

     The Company has adopted Statement of Financial Accounting Standards No. 109
     - "Accounting for Income Taxes" (SFAS 109). This standard  requires the use
     of an asset and liability  approach for financial  accounting and reporting
     on income taxes.  If it is more likely than not that some portion of all of
     a  deferred  tax asset  will not be  realized,  a  valuation  allowance  is
     recognized.

<page>


                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2004 AND 2003


3.   ACCOUNTING POLICIES AND PROCEDURES (Continued)

f)       Stock Based Compensation

     The Company  accounts for stock based  employee  and director  compensation
     arrangements in accordance with provisions of Accounting  Principles  Board
     ("APB")  Opinion No. 25 - "Accounting  for Stock Issued to Employees",  and
     related  interpretations,  and complies with the  disclosure  provisions of
     SFAS No. 123 -  "Accounting  for Stock  Based  Compensation".  Stock  based
     compensation  arrangements for  non-employees are recorded at fair value as
     the services are provided and the  compensation  earned.  No stock  options
     have been granted since inception.


4.   COMMITMENT AND PROMISSORY NOTE RECEIVABLE

         At May 31,  2001,  the  Company  was  committed  to pay  $59,000  to an
         independent  consultant to take the Company public. As at May 31, 2002,
         the  Company  had paid  $45,000 of which  $10,000  was paid  during the
         period ended May 31, 2002, and $35,000 was paid during the period ended
         May 31, 2001. The contract was  terminated  during the period ended May
         31,  2002 and the  consultant  agreed  to  repay  the  Company  $45,000
         ($25,000 repaid to May 31, 2004). The promissory note receivable is due
         on demand and bears no interest.

5.   RELATED PARTY TRANSACTIONS

         A  shareholder,  a  director  and the  president  of the  Company  have
         advanced  funds to the  Company  in the way of a  non-interest  bearing
         demand  loan for the  Company to  fulfill  its  operating  obligations.
         Advances  due to the  shareholder  at May 31,  2004 and 2003  amount to
         $26,820 and $23,820 respectively.


6.   INCOME TAXES
<table>
<caption>
                                                                                       2004             2003
                                                                                  ---------------- ----------------
    
                                                                               <c>             <c>
    Deferred tax asset
         Approximate net operating losses                                         $        55,000    $      37,000
         Approximate tax rate                                                              35%              35%
                                                                                  ---------------- ----------------
                                                                                           19,250           12,950
    Valuation allowance                                                                   (19,250)         (12,950)
                                                                                  ---------------- ----------------

    Deferred tax asset                                                            $           -        $         -
                                                                                  ================ ================
</table>
         The valuation  allowance reflects the Company's  estimates that the tax
assets more likely than not will not be realized.

<page>

                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2004 AND 2003


6.   INCOME TAXES (Continued)

     The Company has net operating losses of approximately  $55,000 which expire
     between 2022 and 2024.


7.   EXPLORATION EXPENDITURES

         The Company entered into an option agreement,  as amended on October 8,
         2003,  with Klondike Bay Resources  ("Klondike"),  an Ontario  company,
         whereby the Company has the exclusive  right and option to an undivided
         90% right,  title and interest in and to the Manchester  South property
         claims (the "Option") located in the Sudbury Mining District,  Ontario,
         Canada, for total consideration  consisting of a 1% net smelter return,
         cash payments to the Optionor totaling US$7,500,  and the incurrence of
         property expenditures totaling US$200,000 to be made as follows:


     a)  upon execution of the Agreement, the payment to the Optionor of the sum
         of US$7,500 (paid);

     b)  by December 31, 2004, the incurrence of property expenditures in the
         amount of US$25,000; and

     c)  by December 31, 2005,  the incurrence of property  expenditures  in the
         further amount of US$175,000,  provided that any property  expenditures
         incurred prior to December 31, 2004 which are in excess of $25,000 will
         be applied to the further required amount of $175,000.

         As of May 31,  2004,  the Company has  incurred  $9,500 on  exploration
expenditures pursuant to the terms of this agreement.


ITEM 8:CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

On  September  22,  2004,  Berkovits,  Lago  &  Company,  LLP  resigned  as  our
independent auditor.  Berkovits,  Lago & Company,  LLP's report on our financial
statements  for the fiscal  year ended May 31,  2003 did not  contain an adverse
opinion or a  disclaimer  of opinion,  and was not  qualified  or modified as to
uncertainty,  audit  scope or  accounting  principles.  The  decision  to change
accountants was approved by our board of directors.

During  the  period  which  Berkovits,  Lago &  Company  LLP  has  acted  as our
independent  accountants,   there  has  been  no  disagreement  between  us  and
Berkovits,  Lago &  Company  LLP on  any  matter  of  accounting  principles  or
practices, financial statement disclosure, or auditing scope or procedure.

<page>

New Independent Auditor

We have engaged Morgan & Company,  Chartered  Accountants of Vancouver,  British
Columbia as our new independent accountants. We have not consulted with Morgan &
Company  regarding the application of accounting  principles,  the type of audit
opinion  that might be rendered by Morgan & Company or any other matter that was
the subject of a disagreement between us and Berkovitz, Lago & Company LLP.

ITEM 8A:  CONTROLS AND PROCEDURES

Evalution of Disclosure Controls

We evaluated the  effectiveness of our disclosure  controls and procedures as of
the end of the  2003  fiscal  year.  This  evaluation  was  conducted  with  the
participation  of our  chief  executive  officer  and our  principal  accounting
officer.

Disclosure  controls  are  controls  and other  procedures  that are designed to
ensure that information that we are required to disclosed in the reports we file
pursuant  to  the  Securities  Exchange  Act of  1934  is  recorded,  processed,
summarized and reported.

Limitations on the Effective of Controls

Our  management  does not expect that our  disclosure  controls or our  internal
controls over  financial  reporting  will prevent all error and fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
but no absolute,  assurance  that the  objectives  of a control  system are met.
Further, any control system reflects limitations on resources,  and the benefits
of a control system must be considered  relative to its costs. These limitations
also include the realities that judgments in  decision-making  can be faulty and
that  breakdowns  can occur  because of simple  error or mistake.  Additionally,
controls  can be  circumvented  by the  individual  acts  of  some  persons,  by
collusion of two or more people or by management override of a control. A design
of a control  system is also  based upon  certain  assumptions  about  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and may not be detected.

Conclusions

Based upon their  evaluation of our controls,  the chief  executive  officer and
principal  accounting  officer have concluded  that,  subject to the limitations
noted  above,  the  disclosure  controls  are  effective  providing   reasonable
assurance that material  information  relating to us is made known to management
on a timely basis during the period when our reports are being  prepared.  There
were no  changes in our  internal  controls  that  occurred  during the  quarter
covered by this report that have materially  affected,  or are reasonably likely
to materially affect our internal controls.

<page>

PART III

ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

<table>
<caption>
Name                    Age              Position with Registrant           Served as a Director or
                                                                                 Officer Since

                    <c>               <c>                                  <c>
Strato Malamas          45               President, chief executive          February 21, 2001
                                         officer, secretary, treasurer       and principal accounting officer

Stewart Jackson         62               Director                            February 21, 2001
</table>

The following  describes the business  experience of the Company's directors and
executive officers, including other directorships held in reporting companies:

Strato  Malamas  is our president, chief executive officer, secretary, treasurer
and chief financial officer. Since 1983, he has been a licensed realtor involved
in  property  development,  sales  and  management.   Mr.  Malamas has  been the
principal  of  Brooklyn  Property  Management  Limited,  a  private real  estate
management  company,  since  1984.  He has also acted as president a director of
GoEnergy,  Inc. a private, exploration stage oil and gas company since 2001. Mr.
Malamas spends approximately 25% of his business time on our operations.

Stewart  Jackson,  PhD.,  is a geologist  with over 30 years  experience  in the
mineral  exploration  and development  industry.  He holds a Bachelor of Science
degree in geology from the University of Western  Ontario,  a Masters of Science
degree in geology from the University of Toronto and a Ph.D. in stratigraphy and
economic  geology from the  University of Alberta.  Since 1987,  Mr. Jackson has
been a  self-employed  geological  consultant  working on various gold,  silver,
diamond and base metal  projects in Canada and the United  States.  His work has
included site remediation for environmental clearances;  fuel blending and waste
disposal and  waste-water  clean-up.  He acted as  president  of Crown  Resource
Corp.,  a Canadian  reporting  company,  from 1981 to 1987.  Mr.  Jackson spends
approximately 3% of his business time on our operations.

All directors are elected annually by our shareholders and hold office until the
next Annual  General  Meeting.  Each officer holds office at the pleasure of the
board of directors.  No director or officer has any family relationship with any
other director or officer.

Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Officers,  directors and greater than 10% shareholders are required
by SEC  regulation  to furnish us with  copies of all  Section  16(a) forms they
file.  Based on our review of the copies of such forms we  received,  we believe
that  during the fiscal  year ended May 31,  2004 all such  filing  requirements
applicable to our officers and  directors  were  complied  with  exception  that
reports were filed late by the following persons:

                                Number     Transactions   Known Failures
                                Of late    Not Timely     To File a
Name and principal position     Reports    Reported       Required Form
---------------------------   -----------  ---------     ---------------------
Strato Malamas                    0            0                1
(President and director)

Stewart Jackson                   0            0                0
(Director)

<page>

ITEM 10:  EXECUTIVE COMPENSATION

The table below  summarizes all  compensation  awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal year ended May 31, 2004.
<table>
<caption>
                          Annual Compensation                         Long Term Compensation
                          -------------------                         ----------------------
                                                   Other Annual       Restricted Stock Options/   LTIP          All Other
Name (1)       Title      Year     Salary   Bonus  Compensation       Awarded          SARs (#)   payouts ($)   Compensation
--------       -----      ----     ------   -----  ------------       -------          --------   -----------   ------------

            <c>        <c>      <c>       <c>    <c>                <c>              <c>        <c>           <c>
Strato Malamas President/ 2004       $0       0       0                  0                0          0                0
               Secretary/
               Treasurer
</table>

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of
our shares of common  stock at December  31, 2003 by (i) each person known by us
to be the beneficial  owner of more than 5% of our outstanding  shares of common
stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all
of our  directors and  executive  officers as a group.  Each person named in the
table,  has sole voting and investment power with respect to all shares shown as
beneficially  owned by such person and can be contacted at our executive  office
address.

                                            AMOUNT AND
                  NAME AND ADDRESS           NATURE OF
TITLE OF CLASS    BENEFICIAL OWNER      BENEFICIAL OWNERSHIP    PERCENT OF CLASS

Common            Strato Malamas              8,055,000               68.7%
                  4526 Underwood Avenue
                  North Vancouver,
                  British Columbia
                  Canada

Common            Stewart Jackson                NIL                  0.0%
                  P.O. Box 1085
                  Winterhaven, CA
                  92283-1085
DIRECTORS AND
OFFICERS AS A
GROUP                                         8,055,000              68.7%

ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our  president,  Mr.  Strato  Malamas,  has  advanced  funds  to us by  way of a
non-interest  bearing  demand  loan in order  for us to  fulfill  our  operating
obligations. As at May 31, 2004, these amounts total $26,820.

Otherwise,  none of our  directors  or officers,  nor any  proposed  nominee for
election  as a  director,  nor any person who  beneficially  owns,  directly  or
indirectly,  shares  carrying more than 10% of the voting rights attached to all
of our outstanding  shares, nor any promoter,  nor any relative or spouse of any
of the foregoing persons has any material interest,  direct or indirect,  in any
transaction  since our  incorporation or in any presently  proposed  transaction
which, in either case, has or will materially affect us.

Our management is involved in other  business  activities and may, in the future
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between our business  and their other  business  interests.  In the event that a
conflict of interest  arises at a meeting of our  directors,  a director who has
such a conflict  will disclose his interest in a proposed  transaction  and will
abstain from voting for or against the approval of such transaction.

ITEM 13:  EXHIBITS AND REPORTS

Exhibits

  3.1     Articles of Incorporation*
  3.2     By-Laws*
 10.1     Option Agreement dated March 6, 2002*
 10.2     Property Option Amendment dated November 4, 2002*
 10.3     Property Option Amendment dated October 8, 2003
 31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002
 32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K
-------------------

On October 7, 2004, we filed a current report on Form 8-K disclosing that we had
changed our  independent  accountant.  Refer to Item 8 above for details of this
change.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our current principal accountants,  Morgan & Company, Chartered Accountants, and
our former principal  accountants,  Berkovits,  Lago & Company,  LLP, billed the
following fees for the services indicated during our two most recently completed
fiscal years.


                            Fiscal year ended                Fiscal year ended
                              May 31, 2003                      May 31, 2004

Audit fees                      $7,000                           $10,523
Audit-related fees                 Nil                               Nil
Tax fees                           Nil                               Nil
All other fees                     Nil                               Nil

Audit  fees  consist  of fees  related  to  professional  services  rendered  in
connection with the audit of our annual financial statements,  the review of the
financial statements included in each of our quarterly reports on Form 10-QSB.

Our audit  committee's  policy  is to  pre-approve  all  audit  and  permissible
non-audit services performed by the independent accountants.  These services may
include audit services, audit-related services, tax services and other services.

<page>

Under our audit  committee's  policy,  pre-approval  is  generally  provided for
particular  services or  categories  of services,  including  planned  services,
project  based  services  and  routine  consultations.  In  addition,  the audit
committee may also pre-approve  particular services on a case-by-case basis. Our
audit committee approved all services that our independent  accountants provided
to us in the past two fiscal years.

SIGNATURES

Pursuant to the requirements of Section 13 and 15 (d) 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.

Patriarch Inc.


By          /s/ Strato Malamas
            -------------------------
            Strato Malamas
            President, CEO & Director
            Date: November 15, 2004

In  accordance  with the  Securities  Exchange  Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.

By          /s/ Strato Malamas
            -------------------------------------------
            Strato Malamas
            President, CEO, Secretary, Treasurer
            Principal Accounting Officer & Director
            Date: November 15, 2004

By          /s/ Stewart Jackson
            -----------------------
            Director
            Date: November 15, 2004


<page>



                                  Exhibit 10.3



                       MINERAL PROPERTY AMENDING AGREEMENT

                                 PATRIARCH, INC.
                        2711 Centerville Road, Suite 400
                              Wilmington, Delaware
                                      19808

October 8, 2003

Klondike Bay Resources
326 Penman Avenue
Garson, Ontario
P3L 1S5

Dear Mr. Loney:

Re:       Manchester South Property - Option Extension Agreement dated
          November 4, 2002 - Claims S 1246249 - 1246253, Sudbury Mining
          District, Ontario, Canada (the "Property")

Dear Sirs,

Further to our recent discussions,  we hereby confirm our agreement to amend the
terms of our Option  Extension  Agreement  dated November 4, 2002 concerning the
Manchester South property (the "Property") as follows:

1.       You hereby confirm that we have previously spent $5,000 on exploration
         of the Property and have forwarded an additional $2,000 to complete the
         current geochemical sampling program on the Property;

2.      Upon execution of this amending agreement, we will pay you an additional
        $1,000 in cash and commit to completing the current geochemical sampling
         program on the Property by November 15, 2003;

3.       We  hereby  mutually  agree  that the  Option  Extension  Agreement  of
         November 4, 2002 attached  herewith as "Schedule A" is extended further
         by one year be deleting  the  reference in line 6 - 10 in the main body
         of the Option Extension Agreement which reads:

         deleting the  reference to  "December  31, 2002" in section  2.1(B) and
         inserting  "December 31, 2003" and further by deleting the reference to
         "December  31,  2003" in section  2.1(C) and  inserting  "December  31,
         2004",  and further by deleting the reference to "December 31, 2002" in
         section 2.1(C) and inserting  "December 31, 2003". The remainder of the
         Agreement shall remain in full force and effect.

         And replacing it with:

         deleting the  reference to  "December  31, 2002" in section  2.1(B) and
         inserting  "December 31, 2004" and further by deleting the reference to

<page>

         "December  31,  2003" in section  2.1(C) and  inserting  "December  31,
         2005",  and further by deleting the  reference to "December  31, 2004".
         The remainder of the Agreement shall remain in full force and effect.

4.       All funds referred to above are in United States currency.

Yours truly,
Patriarch Inc.

Per: /s/ Strato Malamas
-----------------------
Strato Malamas
President



The above is hereby confirmed and agreed as of the date first written above


/s/ Terry Loney


<page>


                                  SCHEDULE "A"


                                 PATRIARCH, INC.
   4526 Underwood Ave., North Vancouver, B.C., V7K 2S2 Phone (604) 961 - 8878
--------------------------------------------------------------------------------


Klondike Bay Resources
326 Penman Avenue
Garson, Ontario
P3L 1S5

November 4, 2002

Attention:  Terry Loney, Proprietor

RE:  Claims S 1246249 - 1246253, Sudbury Mining District, Ontario, Canada
--------------------------------------------------------------------------
(the "Property")
----------------

Dear Sir,

Pursuant  to an  option  agreement  dated  as of  March 6,  2002,  Klondike  Bay
Resources ("KB") granted to Patriarch, Inc., an option to acquire an interest in
the Property (the "Agreement").  This letter confirms that in and for the sum of
$1,000 U.S., the receipt of which is hereby acknowledged, KB has agreed to amend
the terms of the  Agreement by deleting the  reference to "December 31, 2002" in
section  2.1(B) and  inserting  "December  31, 2003" and further by deleting the
reference to "December 31, 2003" in section  2.1(C) and inserting  "December 31,
2004",  and further by deleting the  reference to "December 31, 2002" in section
2.1(C) and inserting  "December 31, 2003".  The remainder of the Agreement shall
remain in full force and effect.

Yours truly,

PATRIARCH, INC.

Per: /s/ Strato Malamas

Strato Malamas, President



The above is hereby confirmed and agreed as of the date first above written.

Klondike Bay Resources

Per: /s/ Terry Loney

Terry Loney, President


<page>


                                  Exhibit 31.1
                                  CERTIFICATION

I, Strato Malamas, President and Chief Executive Officer of Patriarch Inc.,
certify that:

1.   I have reviewed this annual report on Form 10-KSB of Patriarch Inc.;

2.    Based on my  knowledge,  this  annual  report  does not contain any untrue
      statement of material fact or omit to state a material  fact  necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information included in this annual report, fairly present in all material
      respects the financial condition,  results of operations and cash flows of
      the  registrant  as of, and for,  the  periods  presented  in this  annual
      report;

4.   The  registrant's  other  certifying  officer  and I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 15, 2004              /s/ Strato Malamas
                                     ------------------
                                     Strato Malamas
                                     President and Chief
                                     Executive Officer

<page>



                                  Exhibit 31.2
                                  CERTIFICATION

I, Strato Malamas, principal accounting officer and principal financial officer
of Patriarch Inc., certify that:

1.   I have reviewed this annual report on Form 10-KSB of Patriarch Inc.;

2.    Based on my  knowledge,  this  annual  report  does not contain any untrue
      statement of material fact or omit to state a material  fact  necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this annual report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information included in this annual report, fairly present in all material
      respects the financial condition,  results of operations and cash flows of
      the  registrant  as of, and for,  the  periods  presented  in this  annual
      report;

4.   The  registrant's  other  certifying  officer  and I  are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     annual  report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 15, 2004              /s/ Strato Malamas
                                     ------------------
                                     Strato Malamas
                                     Principal Accounting Officer
                                     Principal Financial Officer

<page>


Exhibit 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Strato Malamas, Chief Executive Officer of Patriarch Inc., certify,  pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act of 2002,  that the Annual Report on Form 10-KSB of Patriarch
Inc.,  for  the  fiscal  year  ended  May  31,  2004  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934
and that the  information  contained in the Annual  Report on Form 10-KSB fairly
presents  in all  material  respects  the  financial  condition  and  results of
operations of Patriarch Inc.


/s/ Strato Malamas
---------------------------
Strato Malamas
Chief Executive Officer
November 15, 2004











<page>



Exhibit 32.1



                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Strato Malamas,  principal accounting officer and principal financial officer
of Patriarch  Inc.,  certify,  pursuant to 18 U.S.C.  Section  1350,  as adopted
pursuant  to  Section  906 of the  Sarbanes-Oxley  Act of 2002,  that the Annual
Report on Form 10-KSB of Patriarch  Inc., for the fiscal year ended May 31, 2004
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that the information  contained in the Annual Report on
Form 10-KSB fairly presents in all material respects the financial condition and
results of operations of Patriarch Inc.


/s/ Strato Malamas
----------------------------
Strato Malamas
Principal Accounting Officer
Principal Financial Officer
November 15, 2004