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


                                  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, 2005
                                               ------------

[    ]   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 September 23, 2005
                          ---------------------------------

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 September 23, 2005
           ----------------------------------------------------------

                                       2

<page>





                                 TABLE OF CONTENTS

                                                                            Page

ITEM 1:  DESCRIPTION OF BUSINESS...............................................4
ITEM 2:  DESCRIPTION OF PROPERTY...............................................6
ITEM 3:  LEGAL PROCEEDINGS.....................................................6
ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................6
ITEM 5:  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..............6
ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............6
ITEM 7:  FINANCIAL STATEMENTS..................................................7
ITEM 8:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES................................................19
ITEM 8A:  CONTROLS AND PROCEDURES.............................................19
ITEM 9:  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.........20
ITEM 10:  EXECUTIVE COMPENSATION..............................................20
ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......21
ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................21
ITEM 13:  EXHIBITS AND REPORTS................................................22
ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................22



                                       3

<page>



PART I

ITEM 1:  DESCRIPTION OF BUSINESS

In General

We commenced operations as an exploration stage company.  During the fiscal year
ended May 31, 2005, we held the option to acquire a 90%  interest  in a  mineral
claim  situated in the Province of Ontario, Canada known 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.

The option  agreement was  negotiated as an arm's length  transaction.  We would
have been deemed to have exercised the option to acquire the 90% interest in the
Manchester South Property when we had:

(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.

Due to our inability to raise  sufficient  funds to conduct  exploration  on the
Manchester  South  property  in  order  to  meet  the  exploration   expenditure
requirements of the option agreement with Klondike Bay Resources, we were unable
to exercise  the option and our right to acquire an interest in the property was
terminated.   Management   intends  to  review  other  potential   resource  and
non-resource assets for acquisition.

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
annual  report  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 any acquisition
of a business interest and fund its future  development.  As of May 31, 2005, we
had cash in the amount of $9,018. We currently do not have any operations and we
have no  income.  We will  reacquire  additional  funds to review,  acquire  and
develop business assets. 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.

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

                                       4

<page>

We were  incorporated on February 21, 2001 and until recently,  were involved in
the  acquisition  and  exploration of mineral  exploration  properties.  We were
unsuccessful  in this  initial  business  plan and are now seeking to acquire an
interest in alternative  assets.  We may not be able to identify and acquire any
interest in suitable business assets.

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 fail.

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

The  Independent  Public  Accounting  Firm's  Report  to our  audited  financial
statements  for the period ended May 31, 2005  indicates that there are a number
of factors that raise substantial doubt about our ability to continue as a going
concern.  These  factors  include  our net loss of  $67,323  from  inception  on
February 21, 2001 to May 31, 2005 and negative cash flows since inception. If we
are not able to continue as a going  concern,  it is likely  investors will lose
their investments.

BECAUSE OUR PRESIDENT, MR. STRATO MALAMAS, OWNS 68.74% OF OUR OUTSTANDING COMMON
STOCK,  HE MAY MAKE AND  CONTROL  CORPORATE  DECISIONS  THAT MAY DIFFER FROM THE
INTERESTS OF OUR OTHER SHAREHOLDERS.

Mr. Strato Malamas, our president,  owns 68.74% of the outstanding shares of our
common stock.  Accordingly,  he will have a 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
differ from, and be adverse to, the interests of the other stockholders.

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

We will require additional funds to carry out any future 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  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.

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.

                                       5

<page>

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  have  traded  through  the  facilities  of the OTC
Bulletin Board since December 22, 2004. Since that date, there has only been one
trade of our stock, which consisted of the following:

    Date of Trade       Number of Shares Bought/Sold          Price per Share
    -------------       ----------------------------          ---------------
    August 24, 2005               5,000                           $0.70

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

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

                                       6

<page>

Plan of Operation

During the fiscal year ended May 31, 2005,  our option to acquire a 90% interest
in the Manchester  South property  expired due to our failure to incur a minimum
of $25,000 in  exploration  expenses on the claims by December 31, 2004.  We did
not have sufficient cash on hand to fund the required exploration.

Our plan of operation for the twelve months following the date of this quarterly
report is to review and consider alternative asset acquisition opportunities. We
anticipate   that  the  review  of   various   resource   property   acquisition
opportunities will cost approximately $5,000. As well, we anticipate spending an
additional  $15,000 on administrative  costs,  including  professional and other
fees payable in connection  with  complying with  reporting  obligations.  Total
expenditures over the next 12 months are therefore expected to be $20,000.

While we have the cash on hand  necessary  to complete  our review of  potential
acquisitions,  we will need  additional  funding  in order to cover  anticipated
administrative  expenses. We anticipate that additional funding will be required
in the form of equity financing from the sale of our common stock.  However,  we
have no arrangements in place for any future equity financing.

Results Of Operations For Period Ending May 31, 2005

We have not  earned any  revenues  from  operations  from our  incorporation  on
February 21, 2001 to May 31, 2005.  Our  activities  have been financed from the
proceeds of share  subscriptions.  We do not anticipate  earning  revenues until
such time as we have acquired an interest in a significant asset, of which there
is no assurance.

We  incurred a net loss of $11,544 in our  fiscal  year ended May 31,  2005,  as
compared to a net loss of $18,846 in fiscal  2004.  The  decrease in net loss in
the  most  recently  completed  fiscal  year  is  a  result  of a  reduction  in
professional fees and mineral property expenditures. Professional fees decreased
from  $14,399  in  fiscal  2004 to  $8,475 in  fiscal  2005.  As well,  property
expenditures decrease over these periods from $3,000 to NIL.

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, 2005, we had assets recorded at $23,018  consisting of cash of $9,018
and a promissory  note  receivable  of $14,000 from our former  consultant.  Our
former consultant has paid us $31,000 of the $45,000 due and owing to us.

Our liabilities at May 31, 2005 totalled $37,776 and consisted of a non-interest
bearing, demand loan of $26,820 from Strato Malamas, our president, and accounts
payable totalling $10,956.

ITEM 7:  FINANCIAL STATEMENTS



                                       7

<page>
<page>




                                 PATRIARCH INC.
                         (An Exploration Stage Company)


                              FINANCIAL STATEMENTS


                              MAY 31, 2005 AND 2004















                                       8

<page>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                                                                MORGAN & COMPANY
                                                           Chartered Accountants


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


We  have  audited  the  accompanying   balance  sheets  of  Patriarch  Inc.  (an
exploration  stage  company)  as at May 31,  2005  and  2004,  and  the  related
statements of operations, cash flows, and stockholders' deficiency for the years
then ended, and for the cumulative period from inception,  February 21, 2001, to
May 31, 2005. 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 audits.

We conducted our audits 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 audits and the report of
other auditors provide a reasonable basis for our opinion.

In our opinion based on our audit, these financial statements present fairly, in
all material respects,  the financial position of the Company as at May 31, 2005
and 2004,  and the  results of its  operations  and its cash flows for the years
then ended, and for the cumulative period from inception,  February 21, 2001, to
May 31, 2005, in conformity with generally accepted accounting principles in the
United States.

The Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration
of internal  control over  financial  reporting as a basis for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion.

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                                          "Morgan & Company"
August 2, 2005                                          Chartered Accountants



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


                                       9

<page>


                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                                 BALANCE SHEETS

<table>
<caption>
-------------------------------------------------------------------------------------------------------------------
                                                                                                 MAY 31
                                                                                         2005             2004
-------------------------------------------------------------------------------------------------------------------

                                                                                <c>                <c>
ASSETS

Current
     Cash and cash equivalents                                                    $       9,018    $       9,351
     Note receivable (Note 4)                                                            14,000           20,000
                                                                                  -------------     ------------

                                                                                  $      23,018    $      29,351
===================================================================================================================


LIABILITIES

Current
     Accounts payable and accrued liabilities                                     $      10,956    $       5,745
     Due to a shareholder (Note 5)                                                       26,820           26,820
                                                                                  --------------     --------------
                                                                                         37,776           32,565
                                                                                  --------------     --------------

STOCKHOLDERS' 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                                        (67,323)         (55,779)
                                                                                  ----------------  ---------------
                                                                                        (14,758)          (3,214)
                                                                                  ----------------  ---------------

                                                                                  $      23,018    $      29,351
===================================================================================================================
</table>





    The accompanying notes are an integral part of these financial statements

                                       10

<page>
                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF OPERATIONS

<table>
<caption>
--------------------------------------------------------------------------------------------------------------------
                                                                                                    CUMULATIVE
                                                                                                    PERIOD FROM
                                                                                                     INCEPTION
                                                                                                    FEBRUARY 21
                                                                     YEARS ENDED                      2001 TO
                                                                       MAY 31                         MAY 31
                                                              2005                 2004                2005
--------------------------------------------------------------------------------------------------------------------

                                                      <c>                   <c>                 <c>
Revenue                                                $         -          $          -        $         -
                                                       -------------------- ------------------ ---------------------

Expenses
     Consulting fees                                             -                     -                 54,829
     Property expenditures                                       -                      3,000            20,000
     Professional fees                                             8,475               14,399            28,223
     Office                                                        1,627                  705             4,287
     Transfer agent fees                                           1,292                  666             4,552
     Bank charges                                                    150                   76               432
                                                       -------------------- ------------------- ---------------------
Total Expenses                                                    11,544               18,846           112,323

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

Net Loss                                               $         (11,544)   $         (18,846)  $       (67,323)
=====================================================================================================================


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

                                       11

<page>

                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                            STATEMENTS OF CASH FLOWS


<table>
<caption>
-------------------------------------------------------------------------------------------------------------------
                                                                                                    CUMULATIVE
                                                                                                    PERIOD FROM
                                                                                                     INCEPTION
                                                                                                    FEBRUARY 21
                                                                         YEARS ENDED                  2001 TO
                                                                            MAY 31                    MAY 31
                                                                     2005            2004              2005
-------------------------------------------------------------------------------------------------------------------

                                                                <c>             <c>             <c>

Operating Activities
     Net loss                                                   $     (11,544)  $      (18,846) $      (67,323)

     Change in working capital items:
         Promissory note receivable                                     6,000            -             (14,000)
         Accounts payable and accrued liabilities                       5,211            3,390          10,956
                                                                --------------- --------------- --------------------
                                                                         (333)         (15,456)        (70,367)
                                                                --------------- --------------- --------------------

Financing Activities
     Shareholder advances                                               -                3,000          26,820
     Common share issuances                                             -                -              52,565
                                                                --------------  --------------- --------------------
                                                                        -                3,000          79,385
                                                                --------------  --------------- --------------------

Increase (Decrease) In Cash                                              (333)         (12,456)          9,018

Cash, Beginning Of Period                                               9,351           21,807           -
                                                                --------------  --------------- --------------------

Cash, End Of Period                                             $       9,018   $        9,351  $        9,018
====================================================================================================================


Supplemental Disclosure Of Cash Flow Information
     Cash paid during the year
         Interest                                               $       -       $        -      $        -
         Income Taxes                                           $       -       $        -      $        -
====================================================================================================================
</table>






    The accompanying notes are an integral part of these financial statements

                                       12

<page>

                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

            PERIOD FROM INCEPTION, FEBRUARY 21, 2001, TO MAY 31, 2005


<table>
<caption>
                                                                                        DEFICIT
                                                   COMMON STOCK                       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)

Net loss for the year                      -               -              -              (11,544)           (11,544)
                                  -----------------------------------------------------------------------------------

Balance, May 31, 2005                  11,718,818   $     1,172   $      51,393    $     (67,323)      $    (14,758)
                                  ===================================================================================
</table>





    The accompanying notes are an integral part of these financial statements

                                       13

<page>

                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2005 AND 2004



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 was formed for the purpose
     of acquiring exploration and development stage natural resource properties.
     The Company is currently seeking opportunities for profitable operations.


2.   GOING CONCERN

     The Company's  financial  statements  have been prepared on a going concern
     basis,  which  contemplated  the realization of assets and  satisfaction of
     liabilities in the normal course of business.

     As shown in the accompanying financial statements, the Company has incurred
     a net loss of $67,323 for the period from February 21, 2001  (inception) to
     May 31,  2005,  and has no sales.  The  Company's  ability to continue as a
     going  concern is dependent  upon its ability to generate  sufficient  cash
     flow to meet its obligations on a timely basis and,  ultimately,  to attain
     profitable operations.

     Recurring  losses  from  operations  and  operating  cash  constraints  are
     potential factors,  which, among others, may indicate that the Company will
     be unable to continue as a going  concern for a reasonable  period of time.
     These factors,  among others,  raise  substantial doubt about the Company's
     ability to continue as a going  concern.  The  financial  statements do not
     include  adjustments  relating  to  recoverability  and  classification  of
     recorded assets amounts,  or the amounts and  classification of liabilities
     that might be necessary should the Company be unable to continue as a going
     concern.


3.   ACCOUNTING POLICIES AND PROCEDURES

a)       Cash and Cash Equivalents

         For  purposes of the balance  sheet and  statement  of cash flows,  the
         Company  considers all highly liquid debt  instruments  purchased  with
         maturity  of three  months or less to be cash  equivalents.  At May 31,
         2005, the Company had no cash equivalents.

                                       14

<page>


                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2005 AND 2004



3.   ACCOUNTING POLICIES AND PROCEDURES (Continued)

     b)  Mineral Properties and Exploration Expenditures

         The Company  records its interest in mineral  properties  at cost.  The
         Company  expenses all costs incurred on mineral  properties to which it
         has secured exploration rights,  other than acquisition costs, prior to
         the  establishment  of proven and  probable  reserves.  When proven and
         probable reserves are determined for a property and a feasibility study
         with  respect  to  the  property  then   subsequent   exploration   and
         development  costs of the  property  will be  capitalized.  The Company
         regularly performs  evaluations of its investment in mineral properties
         to  assess  the  recoverability   and/or  the  residual  value  of  its
         investments in these assets

         All long lived assets are reviewed for  impairment  whenever  events or
         circumstances change which indicate the carrying amount of an asset may
         not  be  recoverable,   utilizing  established  guidelines  based  upon
         discounted   future   net  cash  flows  from  the  asset  or  upon  the
         determination   that  certain   exploration   properties  do  not  have
         sufficient potential for economic mineralization.  To date, the Company
         has not  established  the  commercial  feasibility  of its  exploration
         prospects. Therefore, all costs have been expensed.

     c)  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.

     d)  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.

                                       15

<page>


                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2005 AND 2004



3.   ACCOUNTING POLICIES AND PROCEDURES (Continued)

     e)  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.


     f)  Income Taxes

         The Company  accounts for income taxes in accordance  with 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.

     g)  Stock Based Compensation

         The Company accounts for stock based employee and director compensation
         arrangements   in  accordance   with  provisions  of  SFAS  No.  123  -
         "Accounting  for Stock Based  Compensation".  Stock based  compensation
         arrangements  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. A total of $31,000 has been
     repaid as of May 31, 2005. The promissory  note receivable is due on demand
     and bears no interest.

                                       16

<page>

                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2005 AND 2004



5.   RELATED PARTY TRANSACTIONS

     An individual who is also a shareholder,  director and the president of the
     Company  has  advanced  funds to the  Company in the way of a  non-interest
     bearing  demand  loan to assist the  Company in  fulfilling  its  operating
     obligations.  Advances  due to this  individual  at May 31,  2005  and 2004
     amount to $26,820.


6.   INCOME TAXES
                                                  2005             2004
                                             ---------------- ----------------

    Deferred tax asset
         Approximate net operating losses     $      67,000    $      55,000
         Approximate tax rate                          35%              35%
                                             ---------------------------------
                                                     23,450           19,250
    Valuation allowance                             (23,450)         (19,250)
                                             ---------------------------------

    Deferred tax asset                        $       -        $       -
                                             =================================


     The  valuation  allowance  reflects the  Company's  estimates  that the tax
     assets more likely than not will not be realized.

     The Company has net operating losses of approximately  $67,000 which expire
     between 2022 and 2025.


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.

                                       17

<page>

                                 PATRIARCH INC.
                         (An Exploration Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                              MAY 31, 2005 AND 2004



7.   EXPLORATION EXPENDITURES (Continued)

     As of May 31,  2005  and May 31,  2004,  the  Company  incurred  $9,500  on
     exploration expenditures pursuant to the terms of this agreement.

     During the year the Company abandoned its interest in the property.


8.       RECENT ACCOUNTING PRONOUNCEMENTS

a)       On March 31, 2004, the Emerging  Issues Task Force ("EITF") issued EITF
         04-2, "Whether Mineral Rights are Tangible or Intangible Assets" ("EITF
         04-2") which concluded that mineral interest  conveyed by leases should
         be  considered  tangible  assets.  On April  30,  2004,  the  Financial
         Accounting  Standards  Board ("FASB")  issued amended SFAS 141 and SFAS
         142 to provide that certain mineral use rights are considered  tangible
         assets and that  mineral use rights  should be  accounted  for based on
         their  substance.  The amendment was effective for the first  reporting
         period  beginning after April 29, 2004, with early adoption  permitted.
         The Company adopted EITF No. 04-2 on April 1, 2004.

b)       On  March  31,  2004,  the  EITF  issued  EITF  04-3,  "Mining  Assets'
         Impairment  and Business  Combinations"  ("EITF 04-3") which  concluded
         that entities  should  generally  include  values in mining  properties
         beyond  proven and  probable  reserves  and the effects of  anticipated
         fluctuations  in the future market price of minerals in determining the
         fair value of mining assets.  The Company adopted EITF 04-3 on April 1,
         2004.

         The adoption of EITF No. 04-2 and EITF No. 04-3 resulted in the Company
         capitalizing  the  acquisition costs for mineral properties acquired in
         2004.

c)       In November 31, 2004, FASB issued Statement of Financial  Accounting
         Standards No. 151 ("SFAS 151"),  "Inventory  Costs". The adoption SFAS
         151 does not have an impact on the Company's results of operations or
         financial position.

d)       In  December  2004,  FASB  issued  Statement  of  Financial  Accounting
         Standards No. 153 ("SFAS 153"),  "Exchanges of Non-monetary Assets - an
         amendment  of APB Opinion No. 29".  The Company has determined that the
         adoption  of  SFAS 153 does not have an impact on the Company's results
         of operations or financial position.

e)       In  December  2004,  FASB  issued  Statement  of  Financial  Accounting
         Standards No. 123 (revised 2004) ("SFAS 123"),  "Share-Based  Payment".
         The Statement  establishes  fair value as the measurement  objective in
         accounting  for  share-based  payment  arrangements  and  requires  all
         entities to apply a  fair-value-based  measurement  in  accounting  for
         share-based  payment  transactions with employees.  The Company adopted
         SFAS 123 effective April 1, 2004.

                                       18

<page>

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 acted as our independent
accountants,  there was 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.

New Independent Auditor

We engaged  Morgan &  Company,  Chartered  Accountants,  of  Vancouver,  British
Columbia  as our  new  independent  accountants  following  the  resignation  of
Berkovits,  Lago & Company,  LLP. Prior to their  retention,  we did not consult
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.

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  2005  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

                                       19

<page>

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.

PART III

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


Name              Age    Position with Registrant        Served as a Director or
                                                            Officer Since

Strato Malamas    46     President, chief executive        February 21, 2001
                         officer, secretary, treasurer
                         and principal accounting officer

The following  describes the business  experience of the Company's  director and
executive officer, 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.

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,  2005 all such  filing  requirements
applicable to our officer and director 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)

                                       20

<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, 2005.

<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/ 2005     $0       0      0                   0                0          0            0
               Secretary/
               Teasurer
</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 September  23, 2005 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

DIRECTORS AND
OFFICERS AS A
GROUP THAT                                8,055,000                68.7%
CONSISTS OF
ONE PERSON

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, 2005, 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.

                                       21

<page>

ITEM 13:  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
--------
  3.1     Articles of Incorporation*
  3.2     By-Laws*
 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

*  incorporated  by  reference  from  our Form  SB-2  that  was  filed  with the
commission on July 26, 2002.

Reports on Form 8-K
-------------------
On May 26, 2005, we filed a current report on Form 8-K  disclosing  that Stewart
Jackson had resigned as our director.

ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

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


                                       Fiscal year ended      Fiscal year ended
                                         May 31, 2005            May 31, 2004

Audit fees                                  $2,000                  $2,000
Audit-related fees                            $600                    $400
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.
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.

                                       22

<page>

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: September 23, 2005

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:   September 23, 2005




                                       23