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

Form
10-KSB

[X ]
      ANNUAL REPORT UNDER
        SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For
        the fiscal year ended April 30, 2005[    ]
      TRANSITION REPORT
        UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition
        period from _______________________ to _____________Commission
        file number _0-33065________________________




|Golden Patriot, Corp.
      Name
      of Small Business Issuer                                                       
|----------------------------------------------------------------------------------------------------------------------
|                                                                                                                      
|Nevada
      
      (State
      or other jurisdiction of incorporation or organization)                              
|                                                                                                                      
|Suite
      3W4, 3000 Marcus Avenue
      New Hyde Park, New York
      (Address
      of principal executive offices)
|                                                                                                                      
|Issuer's
      telephone number: (516) 488-5400                                                                       
|                                                                                                                      
|Securities
      registered under Section 12(b) of the Exchange Act:  None                                            
|Securities
      registered under Section 12(g) of the Exchange Act:                                                  
|                                                                                                                      
|Common Shares,
      $0.001 par value(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. [X] Yes [ ] No



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. [X]



The issuer had no revenues for the year ended April 30, 2005.



The aggregate market value of the voting stock held by non-affiliates of the registrant as of August 9, 2005, based on the closing trading price of the day of $0.095 for the issuers Common Shares, $0.001 par value (the Common Shares) was $4,390,225.



The number of shares outstanding of the issuer's common equity, as of August 9, 2005, was 72,512,895.



Transitional Small Business Disclosure Format (Check one):

Yes_______

No  X



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Certain statements in this Annual Report on Form 10-KSB, or the Report, are "forward-looking statements."  These forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of Golden Patriot, Corp.  a Nevada corporation (referred to in this Report as we, us or our,) and other statements contained in this Report that are not historical facts.  Forward-looking statements in this Report or hereafter included in other publicly available documents filed with the Securities and Exchange Commission, or the SEC, reports to our shareholders and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.  Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations.  When used in this Report, the words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are generally intended to identify forward-looking statements.  Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed under "Risk Factors."



PART I

Glossary



|Alteration         | Any change in the mineral composition of a rock brought about by physical or chemical Means.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Assay              | A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Exploration stage  | An exploration stage prospect typically involves testing one or more targets within an area which has been determined to have merit, first with a combination of geological, geochemical and geophysical analysis, and then, once better defined targets have been identified information necessary to develop a three dimensional geologic model of the mineralized zone is evaluated, which could be used to demonstrate mineralized materials and/or mineral reserves.                                                                                                               
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Development stage  | After the feasibility stage, a company could decide to bring the property into production. The process of bringing a mine from the feasibility stage to the production stage is the development stage. It is during this stage that costs are capitalized for US financial reporting purposes. Construction activities carried out during the development stage may include shaft sinking, crosscutting, drifting and raising, stripping, processing plant construction, leach pad construction, tailings impoundment and infrastructure construction (roads, power, water, ports, etc.)
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Geophysical Survey | A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.                                                                                                                                                                                                                                                                                                                                                                             
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Geology            | The science concerned with the study of the rocks which compose the Earth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Geophysicist       | One who studies the earth; in particular the physics of the solid earth, the atmosphere and the earths magnetosphere.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         



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|Mining                                  | Mining is the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.                                                                                                                                                                                                                                                                                                                                                                     
|--------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Mineralization


MMI Geochemical
Survey | The concentration of metals and their chemical compounds within a body of rock. A natural occurrence in rocks or soil of one or more metal yielding minerals.

The MMI process is designed to detect metal ions released from buried mineralization. The inventors of the MMI technique propose that certain metal ions, such as uranium, rise vertically from their source and become loosely-bound to soil particles at surface. In the laboratory, a partial leaching process extracts ions from collected soil particles, thus analyzing only the ions and not the soil itself.
NSR                                                                                                           
|NSR

Qualified Person



Radiometrics   | Net Smelter Royalty

Is a an individual who is an engineer or a geoscientist with at least five years of experience relevant to the nature of the current project, and is a member of a professional association.

Uranium, thorium, and potassium occur naturally in earth materials, and being radioactive, anomalous concentration may be detected by radiometric surveys. Only gamma radiation is useful in exploration, because alpha and beta emissions are masked by a thin cover of soil, water, or air. Gamma ray emissions penetrate only a few inches of soil or a few hundred feet of air, so that the radioactive ore deposit must virtually outcrop at the surface to be detected.
|Reserve                                 | That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves consist of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



| | (1) | Proven (Measured) Reserves.Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.       
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (2) | Probable (Indicated) Reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.



Scintilometer

Gamma ray scintillometer for uranium prospecting and all total count gamma ray reconnaissance surveys.



|Vein | An occurrence of ore with an irregular development in length, width and depth usually from an intrusion of igneous rock.
|---- | ------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                         



Item 1.

Description of Business.

Our Development



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We are a corporation organized under the laws of the State of Nevada on November 24, 1998.  We were incorporated under the name Herrimen Oil & Gas Inc. and our articles were amended on April 2, 2003 to change our name to Boundaries Capital, Inc.  We amended our articles to change our name to Golden Patriot, Corp. on October 10, 2003 to better reflect our change in business to a mining company.

We have a wholly owned Nevada subsidiary, Golden Patriot Nevada, Corp., (formerly Vocalwave Software Inc,).  Our subsidiary was incorporated on August 5, 2003, and we acquired the company on August 5, 2003.  We are in the process of transferring title of all of our claims to our subsidiary. Our subsidiary has been inactive thus far.

Our Prior Business



We were originally incorporated to explore and develop or participate in the exploration and development of oil and gas properties in California.  By agreement between Brothers Oil & Gas Inc. (Brothers) and us, we had an option (the "Option") to acquire Brothers' 13% (approximate) interest ("Brothers' Interest") in a property (the Property) known as the Pioneer Canal Prospect.  At the time we entered into this transaction, it was a related party transaction, in that Allen Sewell was our director as well as being a director and shareholder of Brothers.  The Property comprised of approximately 240 acres in Kern County, California.  The total acreage was divided into 160 acres for the 61-9 Well and 80 acres for the 18 R Well.   We paid $45,000 to Brothers for the acquisition cost of the option to acquire Brothers' Interest in the Property.



The exercise price of the Option was $750,000, if exercised, we would have earned a 12% and a 13% working interest in the two wells.



The Option originally terminated on June 30, 1999, but by a letter from Brothers dated June 18, 1999 the option was extended.  By letters from Brothers dated December 31, 2001, and June 25, 2002, the Option was further extended on a month-to-month basis before being mutually terminated on September 29, 2003.



Our Current Business



We are engaged in the acquisition and exploration of mineral properties in the States of Nevada and Arizona.  We are currently actively engaged in exploration activities on the Gold View Property and the Lucky Boy Property.



The Dun Glen Prospect

By a mining lease agreement dated September 25, 2003, we acquired from Scoonover Exploration LLC (Scoonover) the exclusive right to prospect and explore 28 lode mining claims located in Pershing County, Nevada for $10,000 (paid).   The definitive agreement gave us lease rights to a 100% interest in the Property contingent upon certain annual payments being made to Scoonover.  A copy of the Mining Lease Agreement was previously filed as an exhibit to our Quarterly Report on Form 10-QSB filed on December 19, 2003.  After we entered into this agreement, it became a related party transaction in that E.L. Hunsaker III was a director and principal shareholder of Scoonover and from October 21, 2003 until January 27, 2005, he was one of our directors.



The exploration work on the Dun Glen Property is intended to occur over the next twelve months in two phases.  The first is a Scientific Investigations phase consisting of the current geochemical plus geophysical and alteration studies necessary to target the best areas for future drilling.  The purpose of the first phase is to gain the necessary approvals for conducting ground work on-site at Dun Glen and to determine the best drill targets for future core drilling.  The second phase is a drilling phase. The first phase has already begun and the starting date for the second phase is depending on us being able to raise financing to cover the costs or locating a joint venture partner, and is dependent on weather, financing, and ground conditions as well as rig availability.





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Assay results from the first group of surface rock chip samples collected in the first phase of sampling at the Dun Glen Project were encouraging.  These results when combined with previous sampling and the geologic mapping completed to date highlight another favorable portion of the 10,000 foot long vein zone.  The highest assay received on the Dun Glen Prospect to date were 2.2 ounce of gold per tone.  We are mainly exploring for gold at this time.





Sierra Claims

On January 27, 2004, we entered into a contract with ZyMin Corporation (ZyMin) to purchase a 100% interest in 30 mineral claims (the Sierra Claims) located in Pershing County, Nevada.  As consideration for the sales and conveyance, we issued 222,000 common shares to ZyMin.  The Sierra Claims form a buffer around existing properties that comprise the Dun Glen Project.  A copy of this contract was previously filed as an exhibit to a Current Report on Form 8-K filed on February 10, 2004.



Scoonover Properties, including the Gold View Prospect

On March 1, 2004 we entered into an acquisition agreement with Scoonover, whereby we agreed to acquire 100% ownership of the unpatented mining claims and the net smelter royalties (NSR) throughout five properties (the Dun Glen (28 claims), Debut (16 claims), SMH (20 claims), Roxy and Gold View properties (76 claims)) in consideration for $10,000 and 1,000,000 of our common shares. The 58 Dun Glen claims that we acquired in this agreement are the same 28 claims referred to above under the Dun Glen Prospect and the 30 claim referred to above under the Sierra Claims.  This agreement resulted in the cancellation of our future royalty payments due to Scoonover pursuant to our Mining Lease Agreement with them.   Pursuant to this acquisition agreement we acquire a 2% NSR from Scoonover on 20 mineral claims covering the SMH gold property and a 2% NSR on eight claims covering the Roxy Silver property.  These properties are wholly owned by McNab Creek Gold Company.  This was a related party transaction at the time it was entered into to in that E.L. Hunsaker III is a director and principal shareholder of Scoonover and was one of our directors when this agreement was executed.  A copy of this acquisition agreement was previously filed as an exhibit to our Quarterly Report on Form 10-QBS filed on March 19, 2004.



Debut Property

By quitclaim deed dated December 12, 2003, we acquired a 100% interest from Scoonover in 16 unpatented lode mineral claims located in Pershing County, Nevada for $3,500. This agreement is subject to a production royalty of 21⁄2% of NSR. This was a related party transaction in that E.L. Hunsaker III is a director and principal shareholder of Scoonover and he was one of our directors at the time this agreement was entered into.  We have not initiated any exploration activities on this property as of the date of this Annual Report.  A copy of the Quitclaim Deed was previously filed as an exhibit to our Quarterly Report on Form 10-QBS filed on December 19, 2003.



We are currently in negotiations to enter into a joint venture agreement on the Debut Prospect with an arms-length private company.   There is no assurance that a joint venture agreement will be executed or will proceed.



Joint Ventures



By a letter of intent dated March 15, 2004, we granted Megastar Development Corp. (MDV), a Canadian

public company, the option to earn a 50% ownership interest in the Debut Property.  As consideration MDV was to pay us a total of $201,600, issue us a total of 500,000 of its common shares and incur exploration cost on the property totaling $1,000,000.  A copy of the letter of intent was previously filed as an exhibit to our Quarterly Report on Form 10-QSB filed on March 19, 2004.  On May 10, 2004, the Company and MDV mutually terminated the letter of intent.



We entered into an option agreement with Minterra Resources Corp. (Minterra) on July 26, 2004, whereby we granted Minterra the option to earn a 50% ownership interest in the Gold View and Dun Glen Prospects.  As consideration, Minterra is required, per property, to reimburse us our out-of-pocket costs up to a maximum of $30,000, they issued us 100,000 of its common shares  and incur a total of $1,000,000



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Canadian Dollars on exploration and development on each property within three years.  A copy of the option agreement was previously filed as an exhibit to our Annual Report filed on Form 10-KSB on August 13, 2004.  During the fiscal year ended April 30, 2005, Minterra reimbursed us $60,000 of our out-of pocket costs on the Gold View and Dun Glen Prospects, and they issued us 200,000 of their common shares.  As of the date of this Annual Report, Minterra had incurred in exploration and development a total in Canadian Dollars of $91,419 on the Gold View Prospect and $88,040 on the Dun Glen Prospect.  On June 23, 2005, Minterra informed us that they were dropping their option on the Dun Glen Prospect due to their limited resources which they prefer not to utilize on mesothermal veins, which is the geological nature of the Dun Glen Prospect.  Before Minterra dropped their option on the Dun Glen, they did perform geologic interpretation and evaluation on the prospect.  We are currently actively seeking out a potential joint venture partner to develop and explore the Dun Glen Prospect.



Minterra, the operator on the Gold View Prospect has now completed detailed geophysical (gravity) and geochemical surveys on the Prospect.  According to the operator, the geochemical survey has identified gold anomalies in association with major structural intersections identified in the geophysical survey.  We are mainly exploring for gold at this time.



The operator is in the process of permitting a planned drill program consisting of ten reverse circulation drill holes (of which an initial 4 holes will be drilled) averaging 800 feet deep to test the most significant anomalies.



Lucky Boy Property



By an option agreement dated March 17, 2005, we were granted an option by Handley Minerals Inc. (Handley) to acquire a 100% interest in 14 mineral claims and an 80 acre State Lease (the Lucky Boy Prospect) located in Gila County, Arizona.   We may earn up to an 100% interest in the project in consideration of incurring $925,000 in exploration and development programs on the Lucky Boy Prospect during a period of three years from the date of the exercise of the option. We must also pay property costs totaling $75,000 over three years, of which we have made the first payment.  The option agreement is subject to a 3% yellow cake royalty.  A copy of this option agreement is included in the Annual Report as Exhibit 10.1.



If and when we spend $500,000 in the cumulative on the Lucky Boy Prospect, then we have the right but not the obligation to earn up to a 60% interest on the property; for each further $100,000 that we spend on the property we will earn the right but not the obligation to earn a further 8% on the property.   Only after we spend $500,000 on the prospect and exercise our option, do we have the right to option out any portion of our interest on the property to other parties.



We have retained Ashworth Explorations Ltd. ("Ashex") to run the work program. Ashex has been in business for over 25 years as a mineral exploration contractor.  Clive Ashworth is the president and director of Handley and of Ashex, he is also one of our consultants.  We are mainly exploring for uranium at this time.



The recommended work program consists of two phases. The first phase consisted of geological mapping and sampling, a MMI geochemical survey, grid-establishment (line-cutting) and radiometric surveys between the dates of June 15 to July 7, 2005 consisting of a 6 man crew and the project geologist. The first phase is almost complete whereby the grid, line-cutting, MMI soil sampling, and some radiometrics has been completed. The samples have been shipped to a lab for processing (some 500+ pits were dug and sampled) and results are expected back within the next few weeks.  The property within this first phase was visited on two occasions by Dr. Joe Montgomery, the Qualified Person overseeing the project, accompanied by Nick Barr, Ashexs resident project geologist, to initiate the exploration and later to oversee the work to date.  To be completed is more detailed geological mapping, interpretation of the soil geochemistry, and scintillometer and radon gas surveys and report writing for an approximate cost of $16,000.



Phase two is drilling for an approximate cost of $100,000.  If the samples are encouraging it is anticipated that a drill program will be set forth to commence in early fall and be completed before March, 2006.



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Rodinia Agreement



By an option agreement dated March 17, 2005, we granted Rodinia Minerals Inc. (Rodinia) the option to acquire up to a 40% interest in the Lucky Boy Prospect in consideration of Rodinia deferring its acquisition of an interest in the Lucky Boy Prospect in favor of us.   A copy of this option agreement is included in the Annual Report as Exhibit 10.2.



If and when we spend $500,000 in the cumulative on the Lucky Boy Prospect, then we have the right but not the obligation to earn up to a 60% interest on the property; for each further $100,000 that we spend on the property we will earn the right but not the obligation to earn a further 8% on the property.   Only after we spend $500,000 on the prospect and exercise our option, do we have the right to option out any portion of our interest on the property to other parties.  Rodinias option shall be exercisable from time to time, as to 40% of the interest in respect of which we have exercised our right to acquire pursuant to the terms of our agreement with Handley.



Consulting Agreements



By amended consulting agreements dated August 1, 2003, we engaged two consultants, Greg Burnett and Michael Townsend, for a twelve month period to provide consulting services to us.  Mr. Townsend sought out and negotiated potential mining properties and joint venture opportunities for us.  Mr. Burnett was the liaison with our board on various business matters and provided us his expertise on securities issues.  None of the services provided by either Mr. Townsend or Mr. Burnett were of a promotional, investor relations or fiscal agency nature.  In consideration for these services, we issued a total of 12,500,000 (forward split adjusted) common shares to these consultants.  In addition, on September 2, 2003 and pursuant our escrow agreement with Stepp Law Group, we issued into escrow a further 12,500,000 (forward split adjusted) common shares to be transferred to the consultants if we and the consultants considered additional consideration for services provided to be appropriate.  These shares were to be released from escrow as payment for consulting services should we and the consultants agree compensation for services was appropriate.  Mr. Townsend had 5,000,000 shares released from escrow during the year ended April 30, 2004, while all of Mr. Burnetts shares remained in escrow.  No shares were released from escrow to either consultant during the year ended April 30, 2005, and we intend to return the remaining 7,500,000 common shares in escrow back to treasury.  Their services were not of a promotional, investor relations or fiscal agency nature.  A copy of Mr. Burnetts amended consulting agreement was previously filed as an exhibit to Mr. Burnetts Schedule 13D/A filed on September 2, 2004.  A copy of Mr. Townsends amended consulting agreement was previously filed as an exhibit to Mr. Townsends Schedule 13D/A filed on September 2, 2004.  The escrow agreement was previously filed as an exhibit to our Quarterly Report on Form 10-QSB filed on December 19, 2003.  These consulting agreements expired in August 2004.



On January 27, 2004, we entered into a consulting agreement with ZyMin whereby we engaged them, through their employee Charlie Sulfrian, to provide us with consulting services for a twelve month period.   In consideration for services rendered, the consultant invoiced for services and expenses, of which 60% of the services rendered may had been paid for in stock.  The consultant prepared geological studies and reports, conducted field exams, analyzed and gave recommendations for the prosperities.  Their services are not of a promotional, investor relations or fiscal agency nature.  A copy of this consulting agreement was previously filed as an exhibit to our Annual Report filed on Form 10-KSB on August 13, 2004.  On November 18, 2004, Zymin gave us notice of their termination of the consulting agreement



We entered into a consulting agreement with E.L. Hunsaker III on February 1, 2004, whereby we engaged him for twelve month period to provide various consulting services to us in consideration for 100,000 common shares.  Mr. Hunsaker provided consulting services to us on the exploration and development of our existing properties and he also handled staking new properties.  His services were not of a promotional, investor relations or fiscal agency nature.  A copy of this consulting agreement was previously filed as an exhibit to our Annual Report filed on Form 10-KSB on August 13, 2004.  His agreement expired in February 2005.





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On March 18, 2005, we entered into a consulting agreement with Jason Gigliotti, whereby we engaged him for a twelve month period to provide consulting services to us.  Mr. Gigliotti consults with our board of directors regarding development of new and existing mining properties, including land development and acquisition, and he seeks joint venture opportunities for us.    None of the services provided by him are of a promotional, investor relations or fiscal agency nature.  In consideration for these services, he was granted the option to acquire at the discretion of the board of directors up to 3,500,000 common shares of our $0.001 par value common stock, as of date of this consulting agreement he was granted 1,250,000 stock options at an exercise price of $0.10.  On April 15, 2005, the exercise price of his 1,250,000 stock options was amended to $0.07 per share and as of the date of this Annual Report he had exercised 500,000 stock options.  A copy of this consulting agreement is included in the Annual Report as Exhibit 10.3.



On March 18, 2005, we entered into a consulting agreement with Clive Ashworth, whereby we engaged him for a twelve month period to provide consulting services to us.  Mr. Ashworth consults with our board of directors regarding land acquisitions and project development related to uranium properties.    None of the services provided by him are of a promotional, investor relations or fiscal agency nature.  In consideration for these services, he was granted the option to acquire 1,100,000 common shares of our $0.001 par value common stock with an exercise price of $0.10 per share.  As of the date of this consulting agreement, 200,000 of the stock options vested with the remaining 900,000 stock options vesting at a rate of 100,000 shares per month until fully vested.  Mr. Ashworth is the president and director of both Handley and Ashex, who is the operator on the Lucky Boy Prospect.  A copy of this consulting agreement is included in the Annual Report as Exhibit 10.4.



Investor Relations



On May 15, 2004 we entered into a consulting agreement with Sean Meegan on a month to month basis in consideration of $3,500 Canadian Dollars.  The services Mr. Meegan provided to us were of a promotional and investor relations nature. We terminated the consulting agreement with Mr. Meegan as of September 30, 2004.  He continued to provide investor relations service to us, without a written agreement, on a limited basis during October and November 2004, in consideration for $500 Canadian Dollars per month, at which time we fully terminated his services.



Exploration and Development



Over the last two fiscal years we have spent $685,670 on mining exploration and development.  This amount includes $558,040 for the issuance of common shares for the acquisition of assets and for consulting related to exploration.



Environmental

We are a mining company and as such are subject to various federal, state and local laws in the areas where our properties are located, and regulations relating to environmental quality and pollution control.  We are currently not paying any costs to comply with environmental laws, however these costs may increase in the future.  Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the States of Nevada and Arizona.



We are required to pay annual maintenance fees on the Dun Glen Prospect, the Gold View Prospect, the Debut Prospect and the Lucky Boy Prospect in order maintain them in good standing.  To maintain all of these claims in good standing claim maintenance fees totaling $20,250 are due with the U.S. Bureau of



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Land Management on August 31, 2005, and $1,270 is due to Pershing County on August 31, 2005 for the claims in Nevada.



In order to proceed with any drilling program, we will have to apply to the U.S. Bureau of Land Management. The permitting process is anticipated to take approximately two to six weeks.  The permit fees are anticipated to be approximately $10,000 in total.  The permitting process will be targeted to commence early in the field season with the objective of obtaining drilling permits for those locations identified for prospective drilling as a result of our initial exploration.



Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. The amount of these costs is not known at this time as we do not know the size, 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.



Competition



We are a junior mineral resource exploration company engaged in the business of mineral exploration. We compete with other junior mineral resource exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral resource exploration companies. The presence of competing junior mineral resource exploration companies may impact on our ability to raise additional capital in order to fund our property acquisitions and exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment.



We are also in competition with major exploration companies and as such we will encounter  strong  competition from many other natural resource  companies,  including many that possess substantial financial resources,  in acquiring  economically  desirable producing properties and  exploratory  drilling  prospects,  and in obtaining  equipment and labor to operate and maintain their properties.

We also compete for mineral properties of merit with other junior exploration companies. Competition could reduce the availability of properties of merit or increase the cost of acquiring additional mineral properties.

Many of the junior resource exploration companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration of their properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration and to senior exploration companies that may purchase resource properties. This competition could adversely impact on our ability to finance property acquisitions and further exploration.

Employees.

We have no employees as of the date of this Annual Report. We anticipate that we will rely on the contracting of independent consultants during our exploration stage, rather than hiring employees.  Our officers and director have little practical experience in the mining industry, however we retain qualified consultants with experience in the mining industry.

Subsidiaries

Other than Golden Patriot Nevada, Corp. (formerly Vocalwave Software Inc,). our wholly owned Nevada subsidiary, we have no subsidiaries.  Our subsidiary was incorporated on August 5, 2003, and we acquired the company on August 5, 2003.  We are in the process of transferring title of all of our claims to our subsidiary. Our subsidiary has been inactive thus far.

Item 2.

Description of Property



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We are an exploration stage company and we do not have any proven or probable reserves on any of our properties.

We have a 100% interest in 13 unpatented mining claims and three mining lease agreements on Nevada mineral exploration properties that cover the core of the Dun Glen Mining Property, which we acquired from Scoonover.  We are exploring for gold and silver on the Dun Glen Property.  The 13 unpatented mining claims cover approximately 269 acres.



The Dun Glen Property is located in the Sierra (Dun Glen or Chafey) district in Dun Glen Canyon on the west flanks of the East Range.  The property covers portions of sections 1, 2, 11, 12, 13, and 14, T33N/R36E, in Pershing County, Nevada.  The property is reached by driving approximately 22 miles west from Winnemucca, Nevada on U.S. Interstate Highway 80 to the Dun Glen exit then traveling northeast approximately 8.5 miles on dirt road to the property.



On the Dun Glen Prospect, the Marbourg et al Lease consists of two patented lode mining claims covering approximately 27 acres.  The definitive agreement gives us lease rights to a 100% interest (with Marbourg et al retaining a 4% NSR in the property contingent upon annual advance royalty payments being made to Marbourg et al.  An advance royalty payment of $12,000 is due September 26, 2005.



On the Dun Glen Prospect, the Heckman Lease consists of five unpatented lode mining claims covering approximately 103 acres.  The definitive agreement gives us lease rights to a 100% interest (with Heckman retaining a 3% NSR) in the property, contingent upon annual advance royalty payments being made to Heckman.  An advance royalty payment of $3,000 is due September 29, 2005.



On the Dun Glen Prospect, the Painter Lease consists of eight unpatented lode mining claims covering approximately 165 acres.  The definitive agreement gives us lease rights to a 100% interest (with Painter retaining a 3% NSR) in the property, contingent upon annual advance royalty payments being made to Painter.  An advance royalty payment of $10,000 is due October 28, 2005.



We have a 100% interest in 30 mineral claims within the Sierra Mining District of the East Range, southwest of Winnemucca, Nevada. The claims form a buffer around existing properties that comprise the Dun Glen Project.



The Dun Glen Project consists of 46 unpatented lode mining claims held directly by us. with an expiry date of August 31, 2005 (date by which claim maintenance fees due to the U.S. Bureau of Land Management to maintain the claims in good standing); and 13 unpatented lode mining claims held by two ten year leases with annual advance royalty payments due to maintain the leases in good standing.  These 13 claims also have an August 31, 2005 expiry date by which the claim maintenance fees must be paid to maintain the claims in good standing.  Two patented mining claims are held by a ten year lease with advance royalty payments due annually to maintain the lease in good standing.



The cost to maintain the Dun Glen Project over the next twelve months is $32,480 in lease and claim fees.  We intend to explore and develop this property in a comprehensive work program if we are able to locate a joint venture partner or raise sufficient capital to cover the costs.  Our geologist is expecting this work program to cost up to $132,000 over the next twelve months.



The exploration work on the Dun Glen Property is intended to occur over the next twelve months in two phases.  The first is a Scientific Investigations phase consisting of the current geochemical plus geophysical and alteration studies necessary to target the best areas for future drilling.  The purpose of the first phase is to gain the necessary approvals for conducting ground work on-site at Dun Glen and to determine the best drill targets for future core drilling.  The second phase is a drilling phase. The first phase has already begun and the starting date for the second phase is pending financing or locating a joint venture partner, as well as depending on weather and ground conditions as well as rig availability.



Assay results from the first group of surface rock chip samples collected in the first phase of sampling at the Dun Glen Project were encouraging.  These results when combined with previous sampling and the geologic mapping completed to date highlight another favorable portion of the 10,000 foot long vein zone.



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The highest assay received on the Dun Glen Prospect to date was 2.2 ounce of gold per ton.  We are mainly exploring for gold and silver at this time.



We have also entered into a quitclaim deed with Scoonover whereby we acquired a 100% interest in 16 mineral claims covering 320 acres in north central Nevada, known as the Debut.  The Debut property is located 96 miles south east of Elko, Nevada on the west flank of the West Buttes Range in the Delker Mining District Elko County, Nevada. The property is due north-northeast and on trend from Placer Domes Bald Mountain deposit. The Debut Prospect is an intrusive related sediment-hosted gold-copper system that holds potential for shallow, economic gold mineralization.  We will be exploring for gold on the Debut property once we commence exploration.



The Debut project is located in the Delker Mining District in Elko County, Nevada at approximately 40°22' N, 115°1' W. The property is approximately 96 road miles southwest of the town of Elko.  The Debut project is located in unsurveyed T29N, R62E.



The Debut Prospect consists of  16 unpatented lode mining claims held directly by us with an expiry date of August 31, 2005 (date by which claim maintenance fees due to the U.S. Bureau of Land Management to maintain the claims in good standing).



The cost to maintain the Debut Prospect over the next twelve months is $2,140 in claim maintenance and county fees; we have sufficient capital on hand to make these payments.  We intend to explore and develop the Debut Prospect, however our ability to do so is contingent on finding a joint venture partner who would aid us in meeting future cash calls.  We are currently in negotiations to enter into a joint venture agreement on the Debut Prospect with an arms-length private company.   There is no assurance that a joint venture agreement will be executed or will proceed.   Our geologist is expecting this work program to cost up to $366,000 over the next twelve months.



We have also entered into an acquisition agreement with Scoonover whereby we acquired a 100% ownership in the Gold View project.  This acquisition consists of seventy-six mineral claims in the Battle Mountain-Eureka Trend, adjacent to the Placer Dome Inc.s recent Cortez Hills discovery.  This discovery currently hosts 7.5 million ounces of gold.  The Gold View claims are on trend, lying 8 miles east of the recent Mill Canyon discovery by Victoria Resources Corporation, which has identified four high-grade Carlin-type gold zones.



The Gold View Project is located on the northwest flank of the Roberts Mountains and covers parts of sections 25 and 36, Township 24 North, Range 49 East; and sections 21, 22, 28, 29, 30, and 31 Township 24 North, Range 50 East, Eureka County, Nevada The property is reached by driving approximately 22 miles west on U.S. Interstate Highway 80 to Carlin, Nevada, then south on Nevada State Highway 278 to the JD Ranch-Cortez road then approximately 6 miles west to the Tonkin Springs road and 12miles south to the property.



The Gold View Project consists of 76 unpatented lode mining claims held directly by us with an expiry date of August 31, 2005 (date by which claim maintenance fees due to the U.S. Bureau of Land Management to maintain the claims in good standing).



The cost to maintain the Gold View Project over the next 12 months is $10,150.  According, to our option agreement with Minterra, they are obligated to pay all costs to keep the Gold View Prospect in good standing, including the $10,150 due to the BLM by August 31, 2005.  We are mainly exploring for gold at this time.



Minterra, the operator on the Gold View Prospect has now completed detailed geophysical (gravity) and geochemical surveys on the Prospect.  According to the operator, the geochemical survey has identified a gold anomaly in association with major structural intersections identified in the geophysical survey.   The operator is in the process of permitting a planned drill program consisting of ten reverse circulation drill holes (of which an initial 4 holes will be drilled) averaging 800 feet deep to test the most significant anomalies.





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We also acquired a 2% NSR from Scoonover on 20 mineral claims covering the SMH gold property and a 2% NSR on eight claims covering the Roxy Silver property.  These properties are wholly owned by McNab Creek Gold Company.



We have an option to acquire a 100% interest in 14 mineral claims and an 80 acre State Lease, the Lucky Boy Prospect, located in Gila County, Arizona.



The Lucky Boy uranium deposit is situated 13 miles SSW of Globe, Arizona on the south flank of the Pinal Mountains, at an elevation of about 4400 feet.  Access from glove is by Highway 77, then west several miles on the Dripping Springs Road to a dirt track trending north 4 miles to the east edge of the property.  The current land position consists of 14 lode claims on the BLM land covering the NE 1⁄4 and the N 1/2 of the SE 1⁄4 of Section 31, and 80 acres of State land held by explorations permit, situated in the West 1⁄2 of the NW 1/4 of Section 32, T. 2 S., R.15 E., G&SRBM, for a total of 320 acres.  Land ownership in the immediate area is a checker board of State and BLM land with smaller, scattered parcels of private land.



The Lucky Boy Prospect is a past producer and was one of the first producing uranium mines in the state of Arizona.  The Lucky Boy Prospect is located at the site of the old Lucky Boy mine. The Lucky Boy mine, using heap leaching and ion exchange recovery, produced about 5,000,000 pounds of uranium ore in the 1950's.

The cost to maintain the Lucky Boy Prospect over the next twelve months is $1,750 in BLM claims due by August 31, 2005.  A property  payment of $25,000 is due on March 17, 2006 to Handley.  Our geologist is expecting the work program to cost up to $116,000 over the next twelve months.



We are currently actively seeking out a potential joint venture partner to develop and explore some of our existing properties.



CORPORATE OFFICE



We used to occupy an office in Vancouver, British Columbia, Canada.  When our management changed in June 2005, our office moved to New Hyde Park, New York, USA.   We occupy an office of approximately 500 square feet at 3000 Marcus Avenue, Suite 3W4, New Hyde Park, New York, which we occupy for $400 per month, on a month-to-month basis. Management believes that such offices will be satisfactory during the near term for the conduct of business.  We share this office with one other private company owned by our President.



Item 3.

Legal Proceedings.



We are not aware of any pending litigation nor do we have any reason to believe that any such litigation

exists.



Item 4.

Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of our security holders during the fiscal year ended April 30, 2005 at a shareholder meeting.



PART II

Item 5.

Market for Common Equity and Related Stockholder Matters.



Reports to Security Holders.

As of August 9, 2005, our authorized capital stock consisted of 150,000,000 shares of Common Stock, par value $0.001 per share, (the Common Stock).  As of August 9, 2005, there were issued and outstanding 72,512,895 shares of Common Stock.



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We are a reporting company with the SEC. We participate in the Over-the-Counter Bulletin Board Quotation Service maintained by National Association of Securities Dealers, Inc. ("OTCBB"). The OTCBB is an electronic quotation medium for securities traded outside of the Nasdaq Stock Market and prices for our common stock are published on the OTC Bulletin Board under the trading symbol "GPTC". The OTCBB market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock.

The first trade of our Common Stock on the Bulletin Board occurred in May 2002.  The following table sets forth the quarterly high and low closing sale prices for the Common Stock for the periods indicated below, based upon quotations between dealers, without adjustments for stock splits, dividends, retail mark-ups, mark-downs or commissions, and therefore, may not represent actual transactions:

|Date                       |  | High       | Low       
|-------------------------- |  | ---------- | ----------
|                           |  |            |           
|First  Fiscal Quarter 2004 |  | $     0.10 | $     0.09
|Second Fiscal Quarter 2004 |  | $     2.00 | $     0.10
|Third Fiscal Quarter 2004* |  | $     0.41 | $     0.28
|Fourth Fiscal Quarter 2004 |  | $     0.65 | $     0.37
|First Fiscal Quarter 2005  |  | $     0.47 | $     0.17
|Second Fiscal Quarter 2005 |  | $     0.25 | $     0.13
|Third Fiscal Quarter 2005  |  | $     0.16 | $     0.07
|Fourth Fiscal Quarter 2005 |  | $     0.15 | $     0.06



* Our common shares were forward split on 1 old for 5 new basis on September 29, 2003



Holders



The number of holders of record and non-objecting beneficial owners as of April 30, 2005 for our common shares were 61 and approximately 2,074, respectively.



Stock Options



During the year ended April 30, 2005, we granted options as compensation to certain of our directors and officers under our 2004 Stock Option Plan (2004 Plan) and our 2005 Stock Option Plan (2005 Plan).  In June 2004 under our 2004 Plan, 750,000 options were granted to each of Conrad Clemiss and David Derby, our former directors, and 600,000 options were granted to Negar Towfigh, our corporate secretary.  All 2,100,000 options originally had an exercise price of $0.35 and expired unexercised.  In March 2005 under our 2004 Plan, 1,100,000 options were granted to Clive Ashworth, one of our consultants, with an exercise price of $0.10 and an expiry term of March 17, 2006.  Also in March 2005, under our 2004 Plan and our 2005 Plan, 500,000 options were granted to Negar Towfigh with an exercise price of $0.10 with an expiry date of March 17, 2006.    Under the 2004 Plan in March 2005, 1,250,000 options were granted to Jason Gigliotti, as one of our consultants, at $0.10 per share with an expiry of June 16, 2005, in April 2005 these options were amended to an exercise price of $0.07 per share and extended to expire on April 14, 2006.  In April 2005 under the 2005 Plan, Jason Gigliotti was granted 1,000,000 options at $0.07 which expire on April 14, 2006.



During the year ended April 30, 2005, no stock options were exercised.  As of April 30, 2005, there were 3,850,000 stock options outstanding and 3,050,000 stock options exercisable.



In January 2004, the 2004 Plan was implemented. In March 2005, the 2005 Plan was implemented.  We have not asked for shareholder approval for either our 2004 Plan or our 2005 Plan.  The total number of shares of our common stock which may be purchased pursuant to the exercise of options shall not exceed, in the aggregate, 3,000,000 shares for each of our 2004 Plan and our 2005 Plan.





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On June 20, 2005, 1,000,000 options were granted to Bradley Rudman, our president, under the 2005 Plan, and are exercisable at $0.10 per share until June 19, 2006.  On July 11, 2005, Jason Gigliotti exercised 500,000 options at $0.07 for gross proceeds of $35,000.



Dividends



There have been no cash dividends declared on our common stock. Dividends are declared at the sole discretion of our Board of Directors.



Recent Sales of Unregistered Securities



During the period February 1, 2005 to April 30, 2005, we did not sell any securities that were not registered under the Securities Act other than the following:



On February 1, 2005, we entered into a debt settlement agreement (the Debt Settlement Agreement) with Sean Meegan, whereby we issued 48,400 common shares at $0.075 per share to settle a debt included in the accounts payable at January 31, 2005 of $3,630 (Cdn$4,500).  The 48,400 common shares issued are currently restricted. The Debt Settlement Agreement is included was previously filed as an exhibit to our Quarterly Report on Form 10-QSB on March 15, 2005.  The exemption from registration that these shares were issued under Regulation S promulgated under the Securities Act of 1933 as amended.  Pursuant to the terms of the Debt Settlement Agreement, Mr. Meegan was obligated release company assets to us in exchange for the common shares, which he did not do so. We relied on this exemption because this transaction did not involve any public offering, we did not engage in advertising or general solicitation, the investor is financially sophisticated and, as one of our directors and consultants, has knowledge of our company and business.



Stock Repurchases



During the period February 1, 2004 to April 30, 2004, we did not make any repurchases of our common stock.



Transfer Agent



Our transfer agent is Computershare located at 350 Indiana Street, Suite 800, Golden, Colorado, 80401 Tel: (303) 262-0600.



Item 6.

Management's Discussion and Analysis of Financial Condition or Plan of Operation



|The following information specifies forward-looking statements of our management. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology such as "may", "will", "could", "expect", "estimate", "anticipate", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. Actual results may differ materially from those contemplated by the forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





Plan of Operation





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Our plan of operations for the next twelve months is to develop and explore our various properties in Nevada and Arizona, as well as to actively seek out new properties to acquire and vend to potential joint venture partners.  We anticipate that we will fund the costs of these acquisitions and developments through agreements with joint venture partners, private loans and/or future purchases of common stock by private investors.  If funds become available from revenues from mining (which is currently not the case) then those funds may be made available for expansion and for increasing production facilities.



We have not received revenue from operations during any of the three fiscal years immediately prior to the filing of this Annual Report. As of August 9, 2005, we have cash reserves of approximately $8,000, which we believe will satisfy our cash requirements for less than one-hundred and twenty (120) days following the filing of this Annual Report.  Minterra will be paying for the claim fees and royalty payments on the Gold View Prospect for this year.  We intend to raise additional financing through private loans.  We will use this capital to finance future business activities.



The operator on the Gold View Prospect has now completed detailed geophysical (gravity) and geochemical surveys on the Prospect.  According to the operator, the geochemical survey has identified gold anomalies in association with major structural intersections identified in the geophysical survey.  The operator is in the process of permitting a planned drill program consisting of ten reverse circulation drill holes (of which an initial 4 holes will be drilled) averaging 800 feet deep to test the most significant anomalies.



There are no advance royalty payments on the Gold View Prospect.  The cost to maintain the Gold View Prospect over the next twelve months is $10,150 in lease and claim fees.  We intend to explore and develop this property in a comprehensive work program along with Minterra, our joint venture partner who has an option to acquire a 50% interest in this property. Pursuant to our agreement with Minterra they are obligated to make all payments to maintain the property in goodstanding which would include the lease and claims fees.   Minterra is also obligated pursuant to our agreement to spend $125,000 Canadian Dollars on this property over the next twelve months, therefore we do not expect to incur any costs on this property over the next twelve months.



The exploration work on the Dun Glen Property is intended to occur over the next twelve months in two phases.  The first is a Scientific Investigations phase consisting of the current geochemical plus geophysical and alteration studies necessary to target the best areas for future drilling.  The purpose of the first phase is to gain the necessary approvals for conducting ground work on-site at Dun Glen and to determine the best drill targets for future core drilling.  The second phase is a drilling phase. The first phase has already begun and the starting date for the second phase is depending on us being able to raise financing to cover the costs or locating a joint venture partner, and is dependent on weather, financing, and ground conditions as well as rig availability.



An advance royalty payment of $12,000 is due September 26, 2005 on the Marbourg et al Lease consists.  An advance royalty payment of $3,000 is due September 29, 2005 on the Heckman Lease.  An advance royalty payment of $10,000 is due October 28, 2005 on the Painter Lease.



The cost to maintain the Dun Glen Project over the next twelve months is $32,480 in lease and claim fees.  We intend to explore and develop this property in a comprehensive work program if were able to locate a joint venture partner or raise sufficient capital to cover the costs.  Our geologist is expecting this work program to cost up to $132,000 over the next twelve months.



The cost to maintain the Debut Prospect over the next twelve months is $2,140 in claim maintenance and county fees; we have sufficient capital on hand to make these payments.  We intend to explore and develop the Debut Prospect, however our ability to do so is contingent on finding a joint venture partner who would aid us in meeting future cash calls.  We are currently in negotiations to enter into a joint venture agreement on the Debut Prospect with an arms-length private company.   There is no assurance that a joint venture



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agreement will be executed or will proceed.   Our geologist is expecting this work program to cost up to $366,000 over the next twelve months.



The recommended work program on the Lucky Boy Prospect consists of two phases. The first phase consisted of geological mapping and sampling, a MMI geochemical survey, grid-establishment (line-cutting) and radiometric surveys between the dates of June 15 to July 7, 2005 consisting of a 6 man crew and the project geologist. The first phase is almost complete whereby the grid, line-cutting, MMI soil sampling, and some radiometrics has been completed. The samples have been shipped to a lab for processing (some 500+ pits were dug and sampled) and results are expected back within the next few weeks.  The property within this first phase was visited on two occasions by Dr. Joe Montgomery, the Qualified Person overseeing the project, accompanied by Nick Barr, Ashexs resident project geologist, to initiate the exploration and later to oversee the work to date.  To be completed is more detailed geological mapping, interpretation of the soil geochemistry, and scintillometer and radon gas surveys and report writing for an approximate cost of $16,000.  Phase two is drilling for an approximate cost of $100,000.  If the samples are encouraging it is anticipated that a drill program will be set forth to commence in early fall and be completed before March, 2006.  As of the date of this Annual Report, we do not have sufficient funds to pay for the exploration program on the Lucky Boy Prospect.   Our management is working on raising funds for this prospect but there is no assurance we will be able to do so under favorable terms, if all.   If we are not able to raise the required funds we will not be able to proceed with this prospect.



The cost to maintain the Lucky Boy Prospect over the next twelve months is $1,750 in claim fees.  Pursuant to our agreement with Handley, if we choose to exercise our option we are obligated to make a property payment of $25,000 and spend $200,000 in exploration and development costs over the next twelve months, $37,936 of which we have already paid.



Our future success will be materially dependent upon our ability to satisfy additional financing requirements. We are reviewing our options to raise substantial equity capital. We cannot estimate when we will begin to realize any revenue. In order to satisfy our requisite budget, we have held and will continue to conduct negotiations with various investors. We cannot predict whether these negotiations will result in additional investment income for us.  There can be no assurance that funding for our operations will be available under favorable terms, if at all.

In the next twelve months, we hope to enter into arrangements whereby we will acquire equity interests in mining properties. However, there are certain risks associated with the mining business, including, but not limited to, severe fluctuations in commodity prices, strict regulatory requirements, uncertainty of mineral reserves and severe market fluctuations. There can be no assurance that such risks will not have a material adverse effect on our business, results of operations and financial condition.

Off Balance Sheet Arrangements

None

Item 7.

Financial Statements.

The financial statements required by this Item 7 are included in Item 13 of this Annual Report and incorporated herein by this reference.

Item 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

There have been no changes in or disagreements with our accountants since the formation of the Company required to be disclosed pursuant to Item 304 of Regulation S-B.

Item 8A. Controls and Procedures



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(a) Evaluation of Disclosure Controls and Procedures.  Management,  including the Chief  Executive Officer and Chief  Financial Officer,  have  conducted  an  evaluation  of the  effectiveness of  disclosure controls and  procedures  pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c).  This evaluation was conducted as of April 30, 2005.  Based  on  that  evaluation,  the  Chief  Executive  Officer  and  Chief Financial  Officer  concluded  that the  disclosure  controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely  fashion.  Our Officers have concluded that our disclosure controls and procedures are also effective to ensure that information required to be disclosed by us in reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, as appropriate.  There have been no significant  changes in  internal  controls or in other  factors  that could significantly  affect  internal  controls subsequent  to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.



(b) Changes in Internal Control Over Financial Reporting.  Our Chief Executive Officer and Chief Financial Officer have indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.  There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the fourth quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting as required by Item 308(c) of Regulation S-B.



PART III

Item 9.

Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

The following table sets forth information regarding our current directors and executive officers:

|Name           | Age | Position/Office held with the Company      | Appointed to Office                          
|-------------- | --- | ------------------------------------------ | ---------------------------------------------
|Bradley Rudman | 49  | Director
President
Chief Financial Officer | June 20, 2005 (1)
June 22, 2005
June 23, 2005
|Negar Towfigh  | 32  | Corporate Secretary                        | February 19, 1999                            



(1) On June 20, 2005, the board of directors increased the size of the board from two to three and appointed Mr. Rudman as a director.  On June 22, 2005, Mr. Clemiss resigned as our president and a director, our board decreased to two and Mr. Rudman was appointed our president.  On June 23, 2005, David Derby resigned as our chief financial officer and a director, our board decreased to one and Mr. Rudman was appointed our chief financial officer.



BRADLEY RUDMANMr. Rudman has over 20 years of extensive financial background having worked as a financial consultant at Merrill Lynch Shearson, and Dean Witter Reynolds.  He started his own Broker/Dealer registered with the NASD and held a series 7, series 24 and Registered Option Principal. President of Technology Search Group, Inc. for 8 years, a full service technical recruiting firm, that specialized in the investment banking community.  He is most recently involved with the placement of moneys within the hedge fund arena. Mr. Rudman has established significant relationships within the New York financial arena.



NEGAR TOWFIGH Miss. Towfigh runs her own consulting firm where she specializes in structuring companies from incorporation to a listing on the TSX Venture Exchange or OTCBB; she assists companies with initial public offerings and assists with all regulatory filings. She is currently director of Habanero Resources Inc.  She is also CFO and Secretary of Micron Enviro Systems, Inc., an oil and gas exploration and development company.  She has previously been employed in the investment industry with several



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brokerage houses including Canaccord Capital Corporation, Nesbitt Burns Inc., RBC Dominion and Pacific International Securities Inc.  She graduated with a Bachelor of Commerce in Finance from the University of British Columbia in 1995.



Family Relationships



There are no family relationships among our directors and officers.



Involvement in Certain Proceedings



During the last five years none of our officers or directors have been involved in any events that are material to an evaluation of the ability or integrity of these persons.



Audit Committee



We do not currently have an audit committee or an audit committee financial expert.



Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial holders of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership and reports of changes in ownership of our equity securities.  As of the date of this Report, we believe that all reports required to be filed have been filed in a timely manner for the year ended April 30, 2005.

Code of Ethics

We have not yet adopted a code of ethics.  We plan to do so in the next year.

Item 10.

Executive Compensation.

Summary Compensation Table

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.



The table set forth below summarizes the annual and long-term compensation for services in all capacities provided to us payable to our Chief Executive Officer and all executive officers whose total annual salary and bonus exceeded $100,000, for the years ended April 30, 2005, 2004 and 2003:





|SUMMARY COMPENSATION TABLE  
|----------------------------
|                            
|                            
|Name and Principle Position 
|Conrad Clemiss [1]
President



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|Allen Sewell [2]
President | 2004

2003 | $20,000

$48,000 | Nil

Nil | Nil

Nil | Nil

Nil | Nil

Nil | Nil

Nil | Nil

Nil
|-------------------------- | ---------- | ---------------- | -------- | -------- | -------- | -------- | -------- | --------



[1]

Mr. Conrad Clemiss served as our President from September 29, 2003 until June 22, 2005.



[2]

Mr. Allen Sewell served as our President from February 1, 2001 to September 29, 2003.  During the period from February 1, 2001 to April 30, 2001, Allen Sewells salary was paid to Church Bay Farms Corp.



Compensation of Directors

Our directors receive no extra compensation for their service on our Board of Directors other than the grant of stock options.

On June 1, 2004, Conrad Clemiss and David Derby were each granted 750,000 stock options for services rendered as our directors with an exercise price of $0.35.  The aggregate 1,500,000 stock options expired, unexercised on October 1, 2004.  E. L. Hunsaker III, our former director, was not granted any options during the year ended April 30, 2005.

Employment Contracts. We have not entered into any employment contracts with any named executive officer.

Option/SAR Grants Table



The following table sets forth certain information concerning grants of stock options to our Named Executive for the year ended April 30, 2005:

|               | Individual Grants                                                    |                                                                             |                                              |                                                
|-------------- | -------------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------------------------------------- | -----------------------------------------------
|(a)            | (b)                                                                  | (c)                                                                         | (d)                                          | (e)                                            
|Name           | Number of
    Securities
    Underlying Options/SARs
    Granted (#) | % of
    Total
    Options/SARs Granted to
    Employees
    In Fiscal Year | Exercise
    Or Base
    Price
    ($/Share) | Market Price
    on Date
    of Grant
($/Share)
|Conrad Clemiss | 750,000                                                              | 13%                                                                         | 0.35                                         | 0.40                                           



Option Exercises and Year-End Values

The following table sets forth information with respect to the exercised and unexercised options to purchase shares of Common Stock for our Named Executive held by him at April 30, 2005:



|Aggregate Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
|-------------------------------------------------------------------------------
|(a)                                                                            



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|Name           | Shares Acquired on Exercise (#) | Value Realized ($) | Number of Securities Underlying Unexercised Options/SARs at FY-End (#)
Exercisable/Unexercisable | Value of Unexercised In-the Money Options/SARs at FY-End ($)
Exercisable/Unexercisable
|-------------- | ------------------------------- | ------------------ | ------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------
|Conrad Clemiss | Nil                             | Nil                | Nil/Nil                                                                                          | Nil/Nil                                                                               



Item 11.

Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information regarding beneficial ownership of our Common Stock as of August 9, 2005:

·

each shareholder who is known by us to own beneficially 5% or more of our Common Stock;

·

each of our directors and each of the officers named in Item 10 – “Directors and Executive officers of the Registrant,” or the Named Executives, of this Report; and

·

all of our directors and executive officers as a group.



|Title of Class                | Name and Address of Beneficial Owner                                         | Amount and Nature of Beneficial Ownership | Percent of Class
|----------------------------- | ---------------------------------------------------------------------------- | ----------------------------------------- | ----------------
|$0.001 Par Value Common Stock | Conrad Clemiss (1)
4453 Capilano Road
North Vancouver, BC  Canada V7R 4K1    | Nil                                       | Nil             
|$0.001 Par Value Common Stock | David Derby (2)
Suite 1250
789 W. Pender Street
Vancouver, BC
Canada V6C 1H2 | Nil                                       | Nil             
|$0.001 Par Value Common Stock | Bradley Rudman (3)
18 Meadow Woods Rd.
Great Neck, NY  11020                 | 2,300,000 (5)                             | 3.1%            
|$0.001 Par Value Common Stock | E.L. Hunsaker III (4)
PO Box 2021
Elko, Nevada
USA 89803                     | 100,000                                   | 0.1%            
|$0.001 Par Value Common Stock | Negar Towfigh
Suite 1205
789 W. Pender Street
Vancouver, BC
Canada V6C 1H2   | 500,000 (6)                               | 0.7%            
|$0.001 Par Value Common Stock | Nathan Nock
Suite 402, 4373 Halifax Street
Burnaby, BC
Canada V5C 5Z2        | 25,000,000 (7)                            | 34.5%           
|$0.001 Par Value Common Stock | All officers and directors as a group                                        | 2,900,000                                 | 3.9%            





(1)

Mr. Clemiss was one of our directors until June 22, 2005

(2)

Mr. Derby was one of our directors until June 23, 2005

(3)

Mr. Rudman became our director on June 20, 2005

(4)

Mr. Hunsaker was one of our directors until January 27, 2005

(5)

Mr. Rudman has the right to acquire 1,000,000 common shares from the exercise price of options within 60 days of the date of this table.

(6)

Ms. Towfigh has the right to acquire 500,000 common shares from the exercise price of options within 60 days of the date of this table.

(7)

Nathan Nock is a shareholder of ours who beneficially owns 5% or more of our common stock.  He received his shares through a debt settlement agreement with us dated June 3, 2003.  His only role relating to us is as a shareholder.

(8)

Based upon 72,512,895 common shares outstanding as of August 9, 2005, for each person or group, any securities that person or group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Changes in Control. We are not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403 of Regulation S-B.

Securities Authorized for Issuance Under Equity Compensation Plans.

The following table sets forth certain information concerning equity compensation as of April 30, 2005:

|Plan category                                              | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance
|---------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------
|                                                           | (a)                                                                                         | (b)                                                                         | (c)                                                         
|Equity compensation plans approved by security holders     | Nil                                                                                         | Nil                                                                         | Nil                                                         
|Equity compensation plans not approved by security holders | 3,850,000                                                                                   | $0.08                                                                       | 1,900,000                                                   
|Total                                                      | 3,850,000                                                                                   | $0.08                                                                       | 1,900,000                                                   



Our board approved the 2004 Non-Qualified Stock Option Plan (2004 Plan) on January 8, 2004 and the 2005 Non-Qualified Stock Option Plan (2005 Plan) on March 18, 2005.   An aggregate 3,000,000 common shares of our stock may be purchased under the terms of each of the 2004 Plan and the 2005 Plan.    The board grants options as their discretion to certain of our directors and officers. Both the 2004 Plan and the 2005 Plan expire on December 31, 2010.

Item 12.

Certain Relationships and Related Transactions

Transactions with Promoters



There were no transactions with promoters.



Related Party Transactions



There have been no related party transaction which would be required to be disclosed pursuant to Item 404 of Regulation S-B, except for the following:

We have also issued options to various directors and officers during the year ended April 30, 2005, please refer to the Stock Option section under Item 5 for further detail.

We have an outstanding accounts receivable of $2,063 from Golden Patriot, Corp., who has an officer in common with us.

Certain previous directors and their beneficially owned companies, namely Graeme Sewell and Brothers Oil & Gas Inc., have loaned us funds over the past two fiscal years and paid expenses on our behalf.

PART IV

Item 13.

Exhibits

A.

Financial Statements

The balance sheets and the related statements of operations, shareholders equity and cash flows of Golden Patriot, Corp. for each of the years ended April 30, 2005 and 2004.

B.

Other Exhibits

Exhibit 10.1

Option Agreement with Handley Minerals Inc. dated March 17, 2005



Exhibit 10.2

Option Agreement with Rodinia Minerals Inc. dated March 17, 2005



Exhibit 10.3

Consulting Agreement with Jason Gigliotti dated March 18, 2005



Exhibit 10.4

Consulting Agreement with Clive Ashworth dated March 18, 2005



Exhibit 31

Certification of Chief Executive Officer pursuant to 15.
U.S.C. Section

10A, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002



Exhibit 32

Certification of Chief Financial Officer pursuant to 15.
U.S.C. Section

10A, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002





Exhibit 33

Certification Pursuant to 18 U.S.C.  Section 1350 as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002



DOCUMENTS INCORPORATED BY REFERENCE

We are currently subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the SEC.  Such reports, proxy statements and other information may be inspected and copied at the public reference facilities of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and copies of such materials can be obtained from the Public Reference Section of the SEC at its principal office in Washington, D.C., at prescribed rates.  In addition, such materials may be accessed electronically at the Commission's site on the World Wide Web, located at http://www.sec.gov.  We intend to furnish our shareholders with annual reports containing audited financial statements and such other periodic reports as we may determine to be appropriate or as may be required by law.

Item 14.

Principal Accountant Fees and Services.

Audit Fees



Audit fees consist of the audit of our annual financial statements, review of the
quarterly financial statements, accounting consultations and consents and other
services related to SEC filings.  During the last two fiscal years audit fees paid to Amisano Hanson, Chartered Accountants were $25,084 and $16,745, respectively.



Audit Related Fees



There were no other fees billed by Amisano Hanson during the last two fiscal years for assurance and

related services that were reasonably related to the performance of the audit or review of our financial

statements and not reported under Audit Fees.



Tax Fees



Amisano Hanson did not provide us with any tax consulting or related services.



All Other Fees



None



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SIGNATURES



In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| |                         | GOLDEN PATRIOT, CORP.                                            
| | ----------------------- | -----------------------------------------------------------------
| | Dated:  August 12, 2005 | By:  /s/ Bradley Rudman
Bradley Rudman
President, CFO, & Director
| |                         |                                                                  



SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.



| |                         | GOLDEN PATRIOT, CORP.                                          
| | ----------------------- | ---------------------------------------------------------------
| | Dated:  August 12, 2005 | By: /s/ Bradley Rudman
Bradley Rudman
President, CFO & Director
| |                         |                                                                
| |                         |                                                                
| |                         |                                                                









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