U.S. SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

# FORM 10-KSB/A  
(Amendment No. 2)

(Mark One)

[X]    
          Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
          1934 for the fiscal year ended May 31, 2004

[ ] Transition report under Section
13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from 
  to    .

Commission file number:
000-32919

Patriot Gold Corp.(Exact
name of small business issuer as specified in its charter)

|Nevada                                              |  | 86-0947048                                    
|--------------------------------------------------- |  | ----------------------------------------------
|(State or other jurisdiction of Identification No.) |  | (I.R.S. Employer incorporation or organization

#501-1775 Bellevue
Avenue, West Vancouver, British Columbia, Canada V7V 1A9(Address
of principal executive office) (Zip Code)

(604) 925-5257(Issuers
telephone number)

Securities registered pursuant to
Section 12(b) of the Act:   None

Securities registered pursuant to
Section 12(g) of the Act: Common Stock, $.001 par value.

Indicate by check mark whether the
issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

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Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of the 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

Based on the closing sales price of
the common stock on September 7, 2004, the aggregate market value of the voting and
non-voting common equity stock held by non-affiliates was $8,284,185.

The number of shares outstanding of
the issuers Common Stock $.001 par value per share, was 29,279,400 shares as of
September 7, 2004.

Total revenues for fiscal year ended
May 31, 2004: $0.00

Transitional Small Business
Disclosure Format (check one): Yes   ; No X

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Explanatory Note

We are filing this Amendment No. 2 to
our Annual Report on Form 10-KSB for the year ended May 31, 2004 to respond to certain
comments received by us from the Staff of the Securities and Exchange Commission
(SEC) in connection with its review of our Registration Statement on Form SB-2
(File No. 333-112424). Our financial position and results of operations for the periods
presented have not been restated from the financial position and results of operations
originally reported.

For convenience and ease of reference
we are filing this Annual Report in its entirety with the applicable changes. Unless
otherwise stated, all information contained in this amendment is as of September 14, 2004,
the filing date of our Annual Report on Form 10-KSB for the fiscal year ended May 31,
2004. Accordingly, this Amendment No. 2 to the Annual Report on Form 10-KSB/A should be
read in conjunction with our subsequent filings with the SEC.

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

COMPANY HISTORY

We were incorporated in the State of
Nevada on November 30, 1998. We were originally organized to engage in the business of
breeding, raising and marketing ostriches, ostrich meat and ostrich by-products to the
wholesale and retail markets. We operated from November 30, 1998 through approximately May
31, 2000, when we ceased all operations due to lack of capital.

On or about May 1, 2001, the
directors determined that it was in the best interest of our stockholders to become active
again and we began seeking potential operating businesses and business opportunities with
the intent to acquire or merge with such businesses. We are considered an exploration
stage company. Our office is currently located #501-1775 Bellevue Avenue, West Vancouver,
British Columbia, Canada, V7V 1A9. The telephone number is (604) 925-5257. We maintain a
website at www.patriotgoldcorp.com. Information contained on our website does not form
part of this annual report on Form 10-KSB.

Mr.       Manfred Schultz and Mr.
Gerald Hinkley were our sole officers and directors from           inception in November
1998, until they resigned on October 31, 2002. During such           time, Messrs.
Schultz and Hinkley were responsible for maintaining the Company           in compliance
with all SEC and other rules and regulations and for finding a           suitable
business opportunity to acquire or merge with the Company. On October           20, 2002,
Mr. Bruce Johnstone was appointed to the board of directors and as an           officer.
On October 31, 2002, Mr. Manfred Schultz and Mr. Gerald Hinkley           resigned as
directors and officers of the Company. The resignations were offered           for
personal reasons and not for any disagreement with management of the Company           or
its policies. Both resigning directors and the Company parted ways on good
          terms.

In June 2003, we filed an Amended and
Restated Articles of Incorporation with the Secretary of State of the State of Nevada
changing the name of our Company and authorizing the issuance of preferred stock.

On June 12, 2003, we issued
13,500,000 Series A 7% Redeemable Preferred Shares to Mr. Bruce Johnstone, our director
and officer, in consideration for his services; this issuance having been previously
approved by a vote of both the Board of Directors and the majority stockholders. Mr.
Johnstone is an accredited investor (as defined in Rule 501(a) of Regulation D) and has
such knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of this investment. Each Series A 7% Redeemable Preferred
Share has the right to vote with the common shares on all matters requiring stockholder
vote, including without limitation the election of directors. Mr. Johnstone received the
shares in lieu of cash compensation for the services he provided to us. These services
included, without limitation, the determination to transform the Company from the then
business of ostrich meat production to the current business activity of resource
exploration and ensuring

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that the Company would maintain its
corporate existence. During this process, Mr. Johnstone was responsible for finding and
securing qualified directors for the board, which made up the new management team for the
Company. Along with this he was also responsible for arranging and closing our July 2003
private placement financing. These funds provided the necessary funding to secure the
first resource exploration projects which Mr. Johnstone established when he signed the
Letter of Intent with Minquest Inc. on June 27, 2003.

On June 13, 2003, Messrs. Schultz and
Hinkley, our former officers and directors, returned a total of 700,000 shares of common
stock to us for cancellation. Given the fact that said individuals were no longer
affiliated with the Company, at our request they agreed to return 70% of their holdings in
the Company. We determined that having them maintain 30% of their initial holdings in the
Company was adequate consideration for the four years of services which they had
performed. Since Messrs. Schultz and Hinkley were satisfied with our business plan to make
the Company a natural resource exploration company, they did not request any consideration
for the return of their shares. On June 17, 2003, each issued and outstanding hare of
common stock was forward split at a rate of one for seven and six-tenths (1:7.6) so that
each share of common stock became equal to 7.6 shares.

On June 17, 2003, we received a new
trading symbol to reflect the company name change and forward split of the common stock.
The new trading symbol is PGOL.

On June 23, 2003, the Board adopted a
resolution to (i) increase the number of positions on the Board to a total of three and
(ii) appointed to the newly created positions Mr. Robert A. Sibthorpe of Vancouver, B.C.
and Mr. Robert D. Coale of Agoura Hills, CA.

On July 21, 2003, Mr. Bruce Johnstone
resigned as an officer and director. The resignation was offered for personal reasons and
not for any disagreement with management of the Company or its policies. On July 21, 2003,
Mr. Ronald C. Blomkamp was appointed as the President, Chief Executive and Financial
Officer and Secretary and a director of the Company.

PLAN OF OPERATION

We are a natural resource exploration
company with an objective of acquiring, exploring, and if warranted and feasible,
developing natural resource properties. Our primary focus in the natural resource sector
is gold. We do not consider ourselves a blank check company required to comply
with Rule 419 of the Securities and Exchange Commission, because we were not organized for
the purpose of effecting, and our business plan is not to effect, a merger with or
acquisition of an unidentified company or companies, or other entity or person. We do not
intend to merge with or acquire another company in the next 12 months.

Though we have the expertise on our
board of directors to take a resource property that hosts a viable ore deposit into mining
production, the costs and time frame for doing so are considerable, and the subsequent
return on investment for our shareholders would be very long term indeed. We therefore
anticipate selling any ore bodies that we may discover to a major mining company. Most
major mining companies obtain their ore reserves through the purchase of ore bodies found
by junior exploration companies. Although these major mining companies do some exploration
work themselves, many of them rely on the junior resource exploration companies to provide
them with future deposits

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for them to mine. By selling a
deposit found by us to these major mining companies, it would provide an immediate return
to our shareholders without the long time frame and cost of putting a mine into operation
ourselves, and it would also provide future capital for the Company to continue
operations.

The search for valuable natural
resources as a business is extremely risky. We can provide investors with no assurance
that the property we have optioned in Nevada contains commercially exploitable reserves.
Exploration for natural reserves is a speculative venture involving substantial risk. Few
properties that are explored are ultimately developed into producing commercially feasible
reserves. Problems such as unusual or unexpected formations and other conditions are
involved in mineral exploration and often result in unsuccessful exploration efforts. In
such a case, we would be unable to complete our business plan and any money spent on
exploration would be lost.

Natural resource exploration and
development requires significant capital and our assets and resources are limited.
Therefore, we anticipate participating in the natural resource industry through the
purchase of small interests in producing properties, the purchase of property where
feasibility studies already exist or by the optioning of natural resource exploration and
development projects. To date we have several properties under option, and are in the
early stages of exploring these properties. There has been no indication as yet that any
mineral deposits exist on these properties, and there is no assurance that a commercially
viable mineral deposit exists on any of our properties. Further exploration will be
required before a final evaluation as to the economic and legal feasibility is determined.

In the following discussion, there
are references to patented mining claims and unpatented mining
claims. A patented mining claim is one for which the U.S. government has passed its title
to the claimant, giving that person title to the land as well as the minerals and other
resources above and below the surface. The patented claim is then treated like any other
private land and is subject to local property taxes. An unpatented mining claim on U.S.
government lands establishes a claim to the locatable minerals (also referred to as
stakeable minerals) on the land and the right of possession solely for mining purposes. No
title to the land passes to the claimant. If a proven economic mineral deposit is
developed, provisions of federal mining laws permit owners of unpatented mining claims to
patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is
later declared invalid by the U.S. government, you could be evicted.

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Exploration Programs

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Map of Bruner and
Vernal properties located in western Nevada

MinQuest Property Option
Agreement for Bruner and Vernal Properties

Pursuant to a Property Option Agreement
with MinQuest, we have the option to earn a 100% interest in the two Nevada mineral
exploration properties that we are currently exploring. An overview of our activities and
obligations with respect to these properties are set forth below.

Bruner Project: The property is
located approximately 130 miles east-southeast of Reno, Nevada at the northern end of the
Paradise Range. Access from Fallon, the closest town of any size, is by 50 miles of paved
highway and 16 miles of gravel roads.

We hold the property via 16
unpatented mining claims (320 acres). We have an option on the property with MinQuest,
Inc., a Nevada Corporation, which terminates if, prior to July 25, 2008, we fail to make
any payments when due to MinQuest, Inc. or complete property expenditures as required by
the option. The option will have been fully exercised, and we can earn a 100 percent
interest in these claims if we make payments to MinQuest of $70,000 and spend $275,000 in
exploration over a five year period ending on July 25, 2008. On July 25, 2003, we paid
MinQuest $10,000 with respect to the Bruner property, and we owe an additional $60,000
which is due in four

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equal annual installments commencing
on July 25, 2004. With the approval of MinQuest, we paid the first installment late on
August 27, 2004. By July 25, 2004, we were to have spent $50,000 on exploration, and by
that date we had spent $64,000 on exploration of the Bruner property. The $14,000 in
excess of our required expenditures will be applied to our exploration commitment due by
July 25, 2005. We are obligated to spend another $225,000 over the next four years as
follows: $50,000 by each of July 25, 2005, 2006 and 2007 and $75,000 by July 25, 2008. As
noted below, we expect to spend an estimated $130,000 in the fall of 2004 on a five or six
hole drilling program. A three percent NSR production royalty is retained by MinQuest.

There is no drilled resource on our
claims.

The original operators at the Bruner
property are unknown. Prospecting at our Bruner property began in the early 1900s
while mining was occurring on other properties located to the west. However, modern
exploration of the property began in 1983 and included the following work:

| | o | In
1983, Kennecott drilled fifteen RC holes (holes left after the process of reverse
circulation drilling) on the property.
| | - | ---------------------------------------------------------------------------------------------------------------------------

| | o | In
1988-1990, Newmont Exploration Ltd. drilled approximately 10 RC drill holes; conducted
detailed geologic mapping (producing a plan map of the rock types, structure and
alteration), geochemical surveys (which is sampling of rocks or soil and determination of
the absolute abundances of elements), air and ground magnetic surveys (recording
variations in the earths magnetic field and plotting same), and ground radiometric
survey (a survey of radioactive materials on the land surface).
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | In
1990-1995, Miramar Mining Corp. drilled 5 RC drill holes and conducted BLEG (bulk leach
extractable gold) sampling and air photo interpretation. BLEG sampling involves a large
sample of soil or rock that is bleached using cyanide to determine gold and silver
content down to a detection limit of as little as 1.0 parts per billion.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our exploration program to date at
Bruner has included:

| | o | geologic
mapping (producing a plan map of the rock types, structure and alteration),
| | - | ------------------------------------------------------------------------------------

| | o | rock
chip geochemical sampling (sample of soil, rock, silt, water or vegetation analyzed to
detect the presence of valuable metals or other metals which may accompany them (e.g.,
Arsenic may indicate the presence of gold),
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | a
ground magnetic survey, and
| | - | -----------------------------

| | o | a
Controlled Source Magneto Telluric survey (recording variations in a generated electrical
field using sophisticated survey methods).
| | - | --------------------------------------------------------------------------------------------------------------------------------------

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We are currently waiting for the
approval of a Notice of Intent for Exploration Drilling, and an environmental bond filed
with the Nevada office of the Bureau of Land Management. A total of 18 drill sites have
been located to target both extensions of the gold intercepts in previous drilling and
geophysical anomalies found by a CSMT survey. A CSMT survey is an electromagnetic method
used to map the variation of the Earths resistance to conduct electricity by
measuring naturally occurring electric and magnetic fields at the Earths surface.
Because of the slow approval process, drilling is now scheduled for the fall of 2004.

A five or six hole drilling program
is planned for the fall of 2004. The total cost of this program is estimated to be
$130,000. If this drilling program produces favorable results, and a second phase is
warranted, then we would follow up with additional reverse circulation drilling as well as
some core drilling which would help to further delineate the underground geological
structure. The total cost of a phase 2 work program would be around $70,000.

The Bruner mining district is
underlain by a sequence of intermediate to felsic Tertiary volcanic rocks (which are
quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million
years ago) including ash flow tuffs, tuffaceous sediments, and flows. A volcanic center,
the origin of major volcanic activity, is thought to underlay the district, with
associated silicic domes (a convex landform created by extruding quartz-rich volcanic
rocks) and plugs (landform similar to a dome, but smaller) intruding the volcanic section.
The exposed stratigraphic section measures over 2,500 feet in thickness. The Duluth
Tuff, a variably crystal rich ash flow tuff is the host for gold and silver
mineralization. Flow banded silicic volcanics, volcanoclastics (coarse, unsorted
sedimentary rock formed from volcanic rocks) and andesite underlie the tuff and
flow-banded rhyolite overlies the host unit. Two generations of intrusive rocks have been
described within the district. Ore in the Bruner district is hosted by vuggy, fractured,
quartz-adularia (potassium-rich alternation mineral)-veined and/or stockworked tuff.
Mineralization is primarily fault controlled, although some disseminated values do occur.

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Map of the Bruner
Project

VERNAL PROJECT: The property is
located approximately 140 miles east-southeast of Reno, Nevada on the west side of the
Shoshone Mountains. Access from Fallon, the closest town of any size, is by 50 miles of
paved highway and 30 miles of gravel roads.

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We hold the property via 12
unpatented mining claims (240 acres). We have an option on the property with MinQuest,
Inc., a Nevada Corporation, which terminates if, prior to July 25, 2008, we fail to make
any payments when due to MinQuest, Inc. or complete property expenditures as required by
the option. The option will have been fully exercised, and we can earn a 100 percent
interest in these claims if we make payments to MinQuest of $22,500 and spend $225,000 in
exploration over a five year period ending July 25, 2008. On July 25, 2003 we paid
MinQuest $2,500 with respect to the Vernal property, and we owe an additional $20,000
which is due in four equal annual installments commencing on July 25, 2004. With
MinQuests approval, we paid the first installment of $5,000 late on August 27, 2004.
By July 25, 2004 we were required to spend $20,000 on exploration, and we had already
spent $21,500 on exploration of the Vernal property. The $1,500 excess of our required
expenditure will be applied towards our exploration commitment due by July 25, 2005. We
are obligated to spend another $205,000 over the next four years as follows: $50,000 by
each of July 25, 2005, 2006, 2007 and $55,000 by July 25, 2008. As with the Bruner
property, the excess amount expended on exploration will be applied to the next years
commitment. As noted below, we expect to secure the proper permits for trenching from the
U.S. Forest Service by the end of Spring 2005 and then spend an estimated $30,000 in the
summer of 2005 on trenching and additional geochemical sampling. A three percent NSR
production royalty is retained by MinQuest.

Historical work includes several
short audits constructed on the property between 1907 and 1916. There appears to have been
little or no production. There is no drilled resource on our claims.

Our exploration of the Vernal
property to date has consisted of geologic mapping and rock chip geochemical sampling.
Trenching and additional geochemical sampling is now planned for the summer of 2005 after
we secure trenching permits from the U.S. Forest Service, which we expect will be
completed by the end of Spring 2005. Trenching is a cost effective way of examining the
structure and nature of mineral ores just beneath the surface. It involves digging long
usually shallow trenches in carefully selected areas to expose unweathered rock and allow
sampling. The cost of trenching and sampling at Vernal will be approximately $40,000. We
currently have no plans for any drilling of the Vernal property, but if a significant
thickness of anomalous gold is found in the trenches, the area would be drilled. This
would involve five or six holes approximately 300 feet deep. The cost of this drilling
program would be around $75,000.

The Vernal property is underlain by a
thick sequence of Tertiary age rhyolitic volcanic rocks including tuffs, flows and
intrusives. A volcanic center is thought to underlie the district, with an intruding
rhyolite plug dome (a domal feature formed by the extrusion of viscous quartz-rich
volcanic rocks) thought to be closely related to mineralization encountered by the
geologists of Amselco, the U.S. subsidiary of a British company, explored the Vernal
property back in the 1980s, and who in 1983 mapped, sampled and drilled the Vernal
property. Amelsco have not been involved with the Vernal property over the last 20 years
and are not associated with our option on the property or the exploration work we are
doing there. A 225 feet wide zone of poorly

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outcropping quartz stockworks (a
multi-directional quartz veinlet) and larger veining trends northeast from the northern
margin of the plug. The veining consists of chalcedony containing 1-5% pyrite. Clay
alteration of the host volcanics is strong. Northwest trending veins are also present, but
very poorly exposed. Both directions carry gold values. Scattered vein float is found over
the plug. The most significant gold values in rock chips come from veining in tuffaceous
rocks north of the nearly east-west contact of the plug. This area has poor exposure, but
sampling of old dumps and pits show an open-ended gold anomaly that measures 630 feet by
450 feet.

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Map of the Vernal
Project

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MINQUEST PROPERTY AT MOSS MINE: The
project area is 10 miles east of Bullhead City, Arizona and approximately 70 miles
southeast of Las Vegas, Nevada. Access is via gravel roads from Bullhead City.

We hold the property in the Moss Mine
region via 65 unpatented mining claims and 7 patented claims(1300 total acres). The
unpatented claims are held under a lease/purchase agreement with MinQuest, Inc., a Nevada
Corporation. On March 4, 2004 we signed the agreement that earned us a 100 percent
interest in these claims by paying MinQuest a one time lease fee of $50,000. The fee of
$50,000 was paid on July 7, 2004. A three percent NSR production royalty is retained by
MinQuest. The patented claims are held collectively by numerous owners within the extended
Williams family, and we have the right to purchase these patented claims from these owners
under the terms of a letter of intent which is discussed in the subsequent section titled
Letter of Intent for the Williams Property at Moss Mine.

The Moss Mine was the first gold
discovery made in the Oatman district. Discovered in 1864, the mine was worked
discontinuously through the 1930s. Production records are very poor, with past
writers listing production equal to or greater than $250,000. The mine lay idle until the
early 1980s when a number of mining companies explored the district. These companies
included Billiton Minerals, Magma Copper, Golconda Resources and Addwest Minerals.

Our exploration of the MinQuest
property has consisted of geologic mapping, vein geochemical sampling and drill testing of
the identified veins. Drilling is in progress. Total project exploration cost is estimated
to be $500,000.

Phase 1 drilling has been completed
at the MinQuest property. A total of 36 holes were drilled totaling 2,471 meters (8,107
feet). Thirty holes were drilled on the Moss property, and six holes were drilled on one
of the adjacent parcels of land. Geochemical results of gold and silver assaying are
currently being collected, plotted and cross-sections constructed. Final results are still
pending, and we expect to have results by October 2004.

The MinQuest property is underlain by
Tertiary quartz monzonite (a coarsely crystalline rock composed primarily of the minerals
quartz, plagioclase and orthoclase) intruding tertiary volcanics. Precambrian basement
rocks underlie the volcanics. The veins consist of quartz-calcite and lesser adularia. The
principal vein is up to 45 feet thick and can be followed on surface for over 5,000 feet.
The hanging wall of the veins commonly have several tens of feet of stockwork veining.
Gold values are somewhat erratic, but appear to be highest in the thicker and deeper parts
of the vein explored to date.

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Map of the Moss Mine
Project

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Minquest Agreement

An agreement with Minquest, Inc.
gives us the right to purchase 100% of the mining interests of two Nevada mineral
exploration properties currently controlled by MinQuest, a natural resource exploration
company. Together, these two properties consist of 28 mining claims on a total of 560
acres in the northwest trending Walker Lane located in western Nevada. We also entered
into a letter of intent in November 2003 to purchase a 100% interest in a mining property
located in the historic Oatman gold mining district. The property is located some 5 miles
northwest to the town of Oatman, with Kingsman, Arizona to the east, Laughlin, Nevada to
the west and Las Vegas, Nevada to the north.

Simultaneous with the execution and
delivery of the Property Option Agreement, we paid MinQuest $12,500. In order to earn a
100% interest in these two properties, we must pay MinQuest, Inc. and incur expenditures
relating to mining operations in accordance with the following schedule: (i) on or before
July 25, 2004, $20,000 to MinQuest and $75,000 in expenditures, said payment and
expenditures having already been made; (ii) on or before July 25, 2005, $20,000 to
MinQuest and an additional $100,000 in expenditures; (iii) on or before July 25, 2006,
$20,000 to MinQuest and an additional $100,000 in expenditures; (iv) on or before July 25,
2007, $20,000 to MinQuest and an additional $100,000 in expenditures; and (v) on or before
July 25, 2008, an additional $125,000 in expenditures. If we have not incurred the
requisite expenditures to maintain our option in good standing, we have a 60-day period
subsequent to July 25th to make such payment along with such amount that shall be deemed
to have been an expenditure incurred by us during such period. Since our payment
obligations are non-refundable, if we do not make any payments, we will lose any payments
made and all our rights to the properties. If all said payments are made, then we will
acquire all mining interests in the property, subject to MinQuest retaining a 3% royalty
of the aggregate proceeds received by us from any smelter or other purchaser of any ores,
concentrates, metals or other material of commercial value produced from the property,
minus the cost of transportation of the ores, concentrates or metals, including related
insurance, and smelting and refining charges, including penalties.

Pursuant to the Property Option
Agreement, we have a one-time option to purchase up to 2% of MinQuests royalty
interest at a rate of $1,000,000 for each 1%. We must exercise our option 90 days
following completion of a bankable feasibility study of the Bruner and Vernal properties,
which, as it relates to a mineral resource or reserve, is an evaluation of the economics
for the extraction (mining), processing and marketing of a defined ore reserve that would
justify financing from a banking or financing institution for putting the mine into
production.

With the expertise provided by our
Board of Directors and consulting geology professionals, all of whom have been compensated
by way of the Company stock option plan, we now have the expertise required to decide if
we should invest in a particular project. This decision will be based on information that
will be provided by the vendor or the project and by information collected by our experts
through independent due diligence, and include at least the following:

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 A description of the project
and the location of the property;  The lands that will be subject
to the exploration project;  The royalties, net profit
interest or other charges applicable to the subject lands;  The estimated cost of any geophysical
work contemplated; and  The estimated acquisition
costs, exploration costs and development costs of the property.

In July 2003, members of our Board of
Directors and geology team made an onsite inspection of both properties optioned by the
Company from MinQuest. From this visit, an exploration plan was determined and a schedule
to begin work on the properties was organized to commence in the month of September 2003.
On September 19, 2003, the Company announced that an exploration program consisting of
geologic mapping and surface geochemical sampling was underway on the Bruner property and
that a Global Positioning System geophysical survey (electrical, magnetic and other means
used to detect features, which may be associated with mineral deposits) conducted on the
ground was scheduled for later that month. Such a survey measures the magnetic variations
within the underlying rocks. Since then, a ground magnetics survey and detailed mapping
and rock sampling of the western portion of the claim block on the Bruner property has
been completed. The rock sampling is a collection of a series of small chips over a
measured distance, which is then submitted for a chemical analysis, usually to determine
the metallic content over the sampled interval. The magnetics indicate the presence of
northwesterly and northerly trending faults under the sediment cover that may host gold
mineralization. A fault, which is a break in the rock along which the movement has taken
place, is often the sites for the deposition of metallic rich fluids. A pediment cover is
a broad, gently sloping surface at the base of a steeper slope. Geologic mapping of rocks
exposed in the western portion of the Patriot held claims show several small quartz
bearing structures trending northwest and dipping steeply to the northeast. These small
structures are thought to be related to a much larger vein, often filled with quartz,
contained within a fault or break in the rock (a fault-hosted vein system) under gravel
cover in the broad valley south of the mapping. Approximately 1 square mile of ground
magnetics was completed at Bruner. The survey was done on 50 meter spaced lines, run
north-south using a GPS controlled Geometrics magnetometer, which is the geophysical
instrument used in collecting magnetic data with an attached GPS that allows the operator
to more precisely determine the location of each station where the magnetic signature is
taken. The interpretation shows numerous northwest and north-south trending magnetic lows
associated with faults. Magnetic lows are an occurrence that may be indicative of a
destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come
up along these faults. These hydrothermal fluids may in turn have carried and deposited
precious metals such as gold and/or silver. To the southeast, under gravel cover (where
there is no exposure of rock at the surface), is a much more continuous northwest trending
feature that has not been drill tested, and data is sufficiently encouraging that an
expanded CSMT survey is recommended to trace these structures in the third dimension.
Three or four north-south lines of CSMT are scheduled and further work is ongoing.

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Letter of Intent for the
Williams Property at the Moss Mine

In November 2003, we executed a
letter of intent to purchase a 100% interest in the Moss Mine property owned by an
extended family and which is located in the historic Oatman gold mining district. This
property is unrelated to and separate from the MinQuest property also located in the Moss
Mine region. Work already completed on this property includes a pre-feasibility study as
well as 36,000 feet of primarily reverse circulation drilling which was done over twenty
years ago. Reverse circulation drilling is a less expensive form of drilling that does not
allow for the recovery of a tube or core of rock, in which the material is brought up from
depth as a series of small chips of rock that are then bagged and sent in for
analysis.  Though this is a quicker and cheaper method of drilling, reverse
circulation drilling does not necessarily give as much information about the underlying
rocks.

The property is comprised of 6
patented claims, which as a group, we call the Williams property. These claims are held
collectively by as many as 23 owners within an extended family who are represented by
Barbara Williams, a realtor, and a member of this extended family, who put together the
letter of intent and arranged for the signing of the agreement by the numerous owners.
None of these owners, including Barbara Williams, has or has had any relationship or
affiliation with us prior to the agreement for the Williams property.

The letter of intent grants us an
exclusive right to close on the purchase of the property for six months from the date the
contract is executed.

On February 19, 2004, we executed a
formal agreement to purchase the Williams property for $350,000. On February 27, 2004 we
deposited $25,000 with the title company, which is acting as escrow agent, and three
months after signing, on June 14, 2004, we deposited an additional $25,000. When the title
company, acting as escrow agent, received the signature pages from the various sellers,
the initial $25,000 was delivered to the sellers. On the 3-month anniversary from when we
signed the definitive agreement, the second $25,000 was to be delivered to the sellers. By
mid July, 2004, the escrow agent had received 19 of the 23 signatures, which under Arizona
law was enough to complete the transaction, and on July 24, 2004, the first and second
deposits of $25,000 each were released to the sellers. On or before the 6-month
anniversary from when we signed the definitive agreement, the balance of $300,000 was due
to the sellers. As a result of our due diligence, we decided to complete the purchase of
the Williams property, and on August 27, 2004 we paid the final $300,000 to the escrow
agent for the closing of the sale. The escrow agent will release the $300,000 to the
sellers at the closing of the sale. Upon the closing of the sale, we will own 100%
interest in the Williams property. .

16

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Seller has delivered to us all
information in their possession about the property. During the six month period after the
signing of the definitive agreement we had the right to conduct our due diligence on the
property and if we decide not to proceed we had to give the sellers and escrow agent
notice no less than 10 days prior to the six-month anniversary of our intention not to
close. During this period we could not perform mining or remove any ore from the property.
We were responsible for all costs and expenses associated with the purchase of the
property, including escrow fees, cost of feasibility study, charges resulting from any
tests, environmental assessments reports or surveys, and any exploration activity costs.
Once we had concluded our analysis and had determined that it is feasible to close on the
purchase of the property, doing so would give us full rights to begin mining operations.

In the late spring and throughout the
summer of 2004, we conducted our due-diligence on the Moss Mine property. We conducted
geological mapping, geochemical sampling of the exposed veins, and drilling of 5 reverse
circulation holes across the vein. We then took the data derived from the drilling of
these holes and the construction of drilling cross-sections incorporating all known
drilling results have been completed.  These drilling cross-sections are interpretive
maps of what the geology underground would look like. Results indicate the property
contains a gold resource that may be enlarged by additional drilling, and we are
encouraged to the extent that we have elected to complete the purchase of the Moss Mine
property.

Due Diligence Performed
on the Williams Property

In October, 2003, our director Robert
Sibthorpe (who is a geologist by training) evaluated a proposal for the purchase of the
Williams property. His recommendation was to visit the site, and if the visual inspection
supported the information presented in the proposal, then an offer to purchase should be
drawn up. At the recommendation of Mr. Sibthorpe, on January, 2004, Mr. Robert Coale
(P.Eng.), another one of our directors visited the site to see the overall geological
setting and occurrence of mineralization and evaluate the drilling program proposed by
MinQuest, the company that we would contract to co-ordinate any work programs undertaken.
At this time, the recent metallurgical data and reports that had been collected from the
sellers were reviewed for study. Mr. Coales analysis revealed that reagent (liquid
chemicals used for leaching) consumptions are acceptable and deleterious compounds (things
present in the ore that would be difficult to work with) are not apparent. He recommended
bulk sampling at a selected location in the future once the definition of the ore body is
further advanced through drilling. On January 31, 2004 Robert Sibthorpe wrote a report
with a summery of the property, and reviewing the Draft Budget supplied by Richard Kern,
our work program contractor, that was laid out for the drilling program planned for the
property. The drilling was conducted throughout the spring and early summer of 2004, and
in June, 2004, Mr. Sibthorpe wrote a report incorporating the results of the drilling
program which encouraged us to pursue the project. Also in June, 2004, Mr. Kern sent a
Memo to the Company regarding the potential at the Williams property. Mr. Kerns
recommendation was that we should proceed with the purchase of the Williams property.

17

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Based on the information gathered in
this due diligence process, and on the recommendation of our board members and
consultants, the decision to proceed with the purchase of the Williams property was made.
On August 27, 2004, the final payment of $300,000 was paid to the escrow agent for the
closing of the sale. The escrow agent will release the $300,000 to the sellers at the
closing of the sale. Upon the closing of the sale, we will own 100% interest in the
Williams property.

Financing

In July 2003, we completed a private
placement of shares and warrants which generated an aggregate of $367,500 in proceeds, and
the private placement we closed in November 2003 generated $1,080,000 in gross proceeds.
In addition, a further $3,737,350 was obtained from the exercise of stock options issued
under the Companys stock option plan. With the funds currently held by the Company,
we are adequately funded for all work programs and option commitments for the next 12
months. Whether or not we will need to raise further funding will be dependent on the
outcome of work programs currently underway, and whether we pursue additional prospects.

Competition

The natural resource industry is
highly competitive in all its phases.

Properties in which we have an
interest 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 feel that our competitive position
compared to other resource exploration companies is quite good. Many junior resource
companies generally have very little available capital for securing properties of merit,
and also lack the necessary capital required to start or carry on a work program that
would be needed to advance the property. These work programs can cost many hundreds of
thousands of dollars, and can sometimes even run into the millions. On a relative basis,
having raised over $3 million dollars through private placements and the exercise of
options, we are now funded to implement work programs on the properties that we have
secured. With our qualified and experienced board of directors and group of consultants,
who between them have over 90 years of direct experience working in the geology, mining,
and related financial sectors, we have an outstanding management. Many junior resource
companies feel themselves lucky to have only one such expert on their board, let alone
three, and with the addition of our consulting geologist, we have four veteran resource
experts who have

18

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experience working at and in many
cases leading exploration projects and mining development projects in many locations all
around the globe. We feel this positions us favorably in front of most other junior
resource exploration and mining companies.

Government Regulation

The federal government and various
state and local governments have adopted laws and regulations regarding the protection of
natural resources, human health and the environment. We will be required to conduct all
exploration activities in accordance with all applicable laws and regulations. These may
include requiring working permits for any exploration work that results in physical
disturbances to the land and locating claims, posting claims and reporting work performed
on the mineral claims. The laws and regulations may tell us how and where we can explore
for natural resources, as well as environmental matters relating to exploration and
development. Because these laws and regulations change frequently, the costs of compliance
with existing and future environmental regulations cannot be predicted with certainty.

Any exploration or production on
United States Federal land will have to comply with the Federal Land Management Planning
Act which has the effect generally of protecting the environment. Any exploration or
production on private property, whether owned or leased, will have to comply with the
Endangered Species Act and the Clean Water Act. The costs of complying with environmental
concerns under any of these acts vary on a case-by-case basis. In many instances the cost
can be prohibitive to development. Environmental costs associated with a particular
project must be factored into the overall cost evaluation of whether to proceed with the
project.

There are no costs to us at the
present time in connection with compliance with environmental laws. However, since we do
anticipate engaging in natural resource projects, these costs could occur at any time.
Costs could extend into the millions of dollars for which we could be liable. In the event
of liability, we would be entitled to contribution from other owners so that our
percentage share of a particular project would be the percentage share of our liability on
that project. However, other owners may not be willing or able to share in the cost of the
liability. Even if liability is limited to our percentage share, any significant liability
would wipe out our assets and resources.

Permits for drilling at the MinQuest
property have been obtained from the Arizona Department of Water Resources, Phoenix,
Arizona. The Intention to Drill Wells permits were issued February 5, 2004.

We are currently awaiting the
approval of a Notice of Intent for Exploration Drilling, and an environmental bond filed
with the Nevada office of the Bureau of Land Management. Upon the approvals in place, we
expect the drilling on the Vernal Bruner property to occur in mid-December 2004 so that we
may conduct a CSMT survey on that property.

19

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In connection with the trenching and
additional geochemical sampling now planned for the Vernal property in the summer of 2005,
we expect to secure trenching permits from the U.S. Forest Service, by end of the Spring
2005.

Employees

We have commenced only limited
operations. Therefore, we have no full time employees. Our sole officer and three
directors provide planning and organizational services for us on a part-time basis.

ITEM 2. DESCRIPTION OF PROPERTY.

We do not lease or own any real
property. We currently maintain our corporate office at #501-1775 Bellevue Avenue, West
Vancouver, British Columbia, Canada V7V 1A9. This office space is an office sharing
arrangement being provided as an accommodation to us by our former officer  where we
can receive mail and perform other minimal corporate functions. As our business operations
grow, it will be necessary for us to seek appropriate individual office space. Management
believes suitable office space will be available when it is needed.

ITEM 3. LEGAL PROCEEDINGS.

We do not know of any existing or
pending legal proceedings against our company, nor are we involved as a plaintiff in any
proceeding or pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an adverse party
or has a material interest adverse to our interest.

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

An information statement was
distributed to our stockholders on or about May 20, 2003, pertaining to (i) the filing of
an amendment to our Articles of Incorporation to authorize up to 20,000,000 shares of a
new class of undesignated Preferred Stock (Preferred Stock) which would allow
our Board of Directors to issue, without further shareholder action, one or more series of
Preferred Stock and (ii) change the name of the Company to Patriot Gold Corp.
The amendments to our Articles of Incorporation effecting the changes described above
occurred on June 11, 2003.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS.

Our common stock is traded on the
Over the Counter Bulletin Board sponsored by the National Association of Securities
Dealers, Inc. under the symbol PGOL.OB. The Over the Counter Bulletin Board
does not have any quantitative or qualitative standards such as those required for
companies listed on the Nasdaq Small Cap Market or National Market System. The high and
low bid prices for our common stock for the calendar year periods indicated below are as
follows:

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|YEAR                     | QUARTER                            | HIGH                  | LOW                  
|------------------------ | ---------------------------------- | --------------------- | ---------------------
|                        
|2000
2001
2001
2001
2001 | Fourth
First 
Second
Third 
Fourth | 0
   0
   0
   0
0.01 | 0
   0
   0
   0
0.01

|YEAR                                    | QUARTER                                                 | HIGH                                    | LOW                                    
|--------------------------------------- | ------------------------------------------------------- | --------------------------------------- | ---------------------------------------
|                                       
|2002
2002
2002
2002
2003
2003
2003
2003 | First 
Second
Third 
Fourth
First 
Second
Third 
Fourth | 0.01
0.01
0.01
0.01
0.01
1.15
2.03
2.15 | 0.01
0.01
0.01
0.01
0.01
0.01
1.02
1.22
|                                       
|2004
2004                               | First 
Second                                           | 2.71
2.45                               | 1.88
0.67                              

The above quotations reflect the
inter-dealer prices without retail mark-up, mark-down or commissions and may not represent
actual transactions.

At May 31, 2004, there were 104
holders of record of the Companys Common Stock, and as of September 10, 2004, there
were 107 holders of record.

OUR TRANSFER AND WARRANT
AGENT

We have appointed Holladay Stock
Transfer, Inc., with offices at 2939 North 67th Place, Scottsdale, Arizona, 85215, phone
number 480-481-3940, as transfer agent for our shares of common stock. The transfer agent
is responsible for all record-keeping and administrative functions in connection with the
common shares and stock warrants.

DIVIDEND POLICY

We have never declared or paid a cash
dividend on our Common Stock nor do we anticipate any in the foreseeable future.
Furthermore, we expect to retain any future earnings to finance our operations and
expansion. The payment of cash dividends in the future will be at the discretion of our
Board of Directors and will depend upon our earnings levels, capital requirements, any
restrictive loan covenants and other factors the Board considers relevant.

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RECENT SALES OF
UNREGISTERED SECURITIES

On June 12, 2003, we issued
13,500,000 Series A 7% Redeemable Preferred Shares to Mr. Bruce Johnstone, a former
director and officer of the Company, for services provided to the Company by Mr.
Johnstone, who is an accredited investor (as defined in Rule 501(a) of Regulation D) and
has such knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of this investment. The dollar value of these preferred
shares when they were issued to Mr. Johnstone was $13,500.00. The services included,
without limitation, the determination to transform the company from the then business of
ostrich meat production to the current business activity of resource exploration and
ensuring that the company would maintain its corporate existence. During this process, Mr.
Johnstone was responsible for finding and securing qualified directors for the board,
which made up the new management team for the company. Along with this he was also
responsible for arranging and closing our July 2003 private placement financing. These
funds provided the necessary funding to secure the first resource exploration projects
which Mr. Johnstone established when he signed the Letter of Intent with Minquest Inc. on
June 27, 2003. Each preferred share has the right to vote with the common shares on all
matters requiring stockholder vote. The shares were issued in consideration for services
provided to us. The issuance was made pursuant to an exemption under Section 4(2) of the
Securities Act of 1933, as amended and did not involve a public offering.

On July 25, 2003 we issued to each of
Almir Ramic, Paul Uppal and David Langley, three non-United States accredited investors,
an aggregate of 350,000 shares of common stock and 350,000 Class A warrants, 350,000 Class
B warrants, 350,000 Class C warrants and 350,000 Class D warrants in consideration for an
aggregate of $367,500. Each warrant is exercisable, commencing October 25, 2003, for a
period of three years at a price of $1.40, $1.45, $1.50, and $1.55, respectively, for one
share of common stock. The issuance was made to accredited investors without any general
solicitation or advertisement and a restriction on resale pursuant to an exemption under
Section 4(2) of the Securities Act of 1933, as amended and did not involve a public
offering.

On September 2, 2003, we executed and
delivered an agreement with Bruce Johnstone, a former officer and director, whereby the
13,500,000 shares of Series A 7% Redeemable Preferred Stock held by Mr. Johnstone were
exchanged for 13,500,000 shares of our common stock. The issuance was made to the
conversion of an existing security held by a former officer of the Company that was issued
without any general solicitation or advertisement and include a restriction on resale,
pursuant to an exemption under Section 4(2) of the Securities Act of 1933, as amended and
did not involve a public offering.

On November 27, 2003 we issued to
each of Almir Ramic, Colin Bruce Worth and Jill Kurucz, three non-United States accredited
investors, an aggregate of 864,000 shares of common stock and 864,000 Class A-1 warrants,
864,000 Class B-1 warrants, 864,000 Class C-1 warrants and 864,000 Class D-1 warrants in
consideration for an aggregate of $1,080,000. The Class A-1 warrants are exercisable on
November 27, 2004 for a period of 5 years at an exercise price of $1.40 per share of
common stock; the Class B-1 warrants are exercisable on November 27, 2005 for a period of
4 years at an exercise price of $1.45; the Class C-1 warrants are exercisable on November
27, 2006 for a period of 3 years at an exercise price of $1.50; and the Class D-1 warrants
are exercisable on November 27, 2007 for a period of 2 years at an exercise price of $1.55
per share. The issuance was made to accredited

22

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investors who were also existing
shareholders of the Company without any general solicitation or advertisement and a
restriction on resale, pursuant to an exemption under Section 4(2) of the Securities Act
of 1933, as amended and did not involve a public offering.

During the year ended May 31, 2004,
the Company issued 4,655,000 shares of common stock. This stock was issued to various
directors and consultants in connection with the exercising of stock options. The exercise
price ranged from $0.05 to $1.50. The options and the shares of common stock issued upon
the exercise of the options were issued under our Amended 2003 Stock Option Plan and
registered under a registration statement on Form S-8 (SEC File Number 333-1-5691) as
amended by us on September 22, 2003.

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

You should read this discussion
together with our financial statements and related notes included elsewhere in this
report.

SPECIAL NOTE REGARDING
FORWARD LOOKING STATEMENTS

The matters discussed in this section
and in certain other sections of this Form 10-KSB contain forward-looking statements. All
statements other than statements of historical information provided herein maybe deemed to
be forward-looking statements. Without limiting the foregoing, the words may,
will, could, should, intends,
thinks, believes, anticipates, estimates,
plans, expects, or the negative of such terms and similar
expressions are intended to identify assumptions and uncertainties which could cause
actual results to differ materially from those expressed in them. Any forward-looking
statements are qualified in their entirety by reference to the factors discussed
throughout this report. The following cautionary statements identify important factors
that could cause our actual results to differ materially from those projected in the
forward-looking statements made in this report. Among the key factors that have a direct
bearing on our results of operations are:

 Feasibility of the property
which we have an interest or the right to acquire an interest;

 General economic and business
conditions; the existence or absence of adverse publicity; changes in, or failure to
comply with, government regulations; changes in political, social and economic conditions;

 Success of operating
initiatives; changes in business strategy or development plans; management of growth;

 Availability, terms and
deployment of capital;

 Costs and other effects of
legal and administrative proceedings;

 Dependence on senior
management; business abilities and judgment of personnel; availability of qualified
personnel; labor and employee benefit costs;

 Development risks and risks
inherent in the natural resource industry and

 Other factors referenced in this
report.

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Because the risks factors referred to
above could cause actual results or outcome to differ materially from those expressed in
any forward-looking statements made by us, you should not place undue reliance on any such
forward-looking statements. Other factors may be described from time to time in our
filings with the Securities and Exchange Commission, news releases and other
communications. Further, any forward-looking statement speaks only as of the date on which
it is made and we undertake no obligation to update any forward-looking statement or
statements to reflect events or circumstances after the date on which such statement is
made or to reflect the occurrence of unanticipated events. New factors emerge from time to
time, and it is not possible for us to predict which will arise. In addition, we cannot
assess the impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements.

Subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the cautionary statements set forth above and
contained elsewhere in this Annual Report on Form 10-KSB.

OVERVIEW

As a natural resource exploration
company our focus is to locate prospective properties that may host mineral reserves that
could eventually be put into mining production. With this in mind, we have to this date
identified and secured several properties in the Walker Lane area of Nevada, and are
working to acquire a property in the historic Oatman mining district of Arizona. With
adequate funding to meet all our obligations on our current projects and a highly
qualified and well motivated management team, we are well positioned to carry out the
operations of a natural resource exploration company.

We do not intend to use any
employees, with the exception of part-time clerical assistance on an as-needed basis.
Outside advisors, attorneys or consultants will only be used if they can be obtained for a
minimal cost or for a deferred payment basis. Management is confident that it will be able
to operate in this manner and continue during the next twelve months.

Plan of Operation

During the twelve-month period ending
May 31, 2005, we plan to continue to establish reserves on our properties and to actively
look for new prospective properties in the United States. The funds in our treasury are
sufficient to meet all planned activities as outlined below, with a significant
contingency margin. As a result of this, we do not expect to enter into any new financing
arrangements during the next twelve months (ending May 31, 2005).

24

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We continue to run our operations
with the use of contract operators, and as such do not anticipate a change to our company
staffing levels. We remain focused on keeping the staff compliment, which currently
consists of our three directors and one investor relations person, at a minimum to
conserve capital. Our staffing in no way hinders our operations, as outsourcing of
necessary operations continues to be the most cost effective and efficient manner of
conducting the business of the company.

We do not anticipate any equipment
purchases in the next twelve months (ending May 31, 2005).

Following is an overview of the
project work to date, as well as anticipated work for the next twelve months. Specific
dates when work will begin, and how long it will take to complete each step is problematic
because of the variables of weather, availability of work crews for a particular type of
work, and the results of work that is planned, the outcome of which will determine what
the next step on that project will be.

Bruner and Vernal
Projects.

We have fulfilled our exploration
commitments with respect to both Bruner and Vernal projects of $75,000 for the period
ending July 25, 2004, during which we spent $85,500. The excess expenditures will be
credited towards our commitment for period ending July 25, 2005, as allowed for in the
agreement with MinQuest. Surveys (geology and geophysics) have been done showing likely
areas for drilling. A drill program has been formulated for the Bruner property and we are
currently waiting for the approval of a Notice of Intent for Exploration Drilling, and an
environmental bond filed with the Nevada office of the Bureau of Land Management. A total
of 18 drill sites on the Bruner property have been located to target both extensions of
the gold intercepts in previous drilling and geophysical anomalies found by a CSMT survey.
Because of the slow approval process by the State of Nevada, drilling on the property will
be done in mid-December 2004 after we secure trenching permits from the U.S. Forest
Service, which we expect will be completed by the end of Spring 2005. The total cost of
this program for the Bruner property is estimated to be $130,000. If this program produces
favorable results, and a second phase is warranted, then we would follow up with
additional reverse circulation drilling as well as some core drilling which would help to
further delineate the underground geological structure. The total cost of a phase 2 work
program would be around $70,000. Our exploration of the Vernal property to date has
consisted of geologic mapping and rock chip geochemical sampling. Trenching and additional
geochemical sampling of the Vernal property is now planned for the summer of 2005. The
estimated cost of the trenching is $40,000 . We currently have no plans for any drilling
of the Vernal property, but if a significant thickness of anomalous gold is found in the
trenches, the area would be drilled. This would involve five or six holes approximately
300 feet deep. The cost of this drilling program would be around $75,000.

25

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If this program produces favorable
results, and a second phase is warranted, then we would follow up with additional reverse
circulation drilling as well as some core drilling which would help to further delineate
the underground geological structure. The total cost of the planned drilling program this
fall as well as a phase 2 work program would be around $200,000.

MinQuest Property.

We have done considerable drilling on
the MinQuest property claims in the Moss Mine region. A total of 36 holes were drilled
totaling 8,107 feet. The easternmost section of the property is where surface gold
mineralization is present, and thirty reverse circulation holes were drilled there
bringing the drill coverage on this claim to the second highest of all the claims in the
project with the exception of the Williams Main Zone. The coverage on this eastern section
is generally 2 or 3 holes on 100-foot profiles (sections) testing grades and widths from
50 to 250 feet down dip.

Limited drilling was carried out on
the Williams western area, and the results obtained were generally in line with the values
obtained by previous operators. However, we have obtained geological information that may
now provide a structural explanation for the lack of success obtained here to date by
previous operators. These previous operators, having not drilled their holes as deep as
what we have, only encountered the lower grade of mineralization which they believed was
insufficient to continue development of the property.

A study of all drilling results at
the Moss Mine indicates a tendency for total gold content to increase with intercept
depth. Approximately 60% of the deeper holes have better intercepts than shallow holes.
What this means is that when these holes were drilled on the same cross-section as
previous holes drilled by others in past, and these holes intersected the same veins but
at a deeper depth in the ground, the results showed a higher grade of mineralization at
the deeper depth. An example from the Patriot drilling tests the vein over a vertical
extent of 300 feet. In this example the gold content nearly doubles between Hole AR-5 and
Hole AR-23.

The most significant mining at Moss
occurred on narrow veins that trend sub-parallel to the Moss Mine vein and dip steeply
northerly. These veins should intersect the Moss Mine vein at depth. The deepest vein
intercepts at Moss are less than 400 feet. The Ruth vein should intersect the Moss Mine
vein at 800-900 feet below the surface. If the Moss Mine vein is the feeder for the Ruth
vein it may contain similar gold values at that level. The Moss Mine vein needs drill
testing to a depth of 900 feet to determine its potential to contain high-grade gold
mineralization.

The economics of a deposit of this
size and grade warrant a Scoping Study level investigation, which involves a detailed
study of the various possible methods to mine a deposit. This could be done at a cost of
approximately $50,000. Audit samples are being forwarded to Vancouver to test its heap
leaching potential. The next step is estimation of its high grade underground potential.
Models are under review as a basis for a revised drilling plan, and discussions are
underway to plan out when the next work programs will be scheduled.

26

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RESULTS OF OPERATIONS

During the two fiscal years ended May
31, 2004 and 2003, we incurred a net loss of $21,625,478 and $11,215, respectively. Until
the execution of the Property Option Agreement with Minquest, we had no operations, so our
net loss for the two fiscal years ended May 31, 2004 and 2003 were a result of
professional services and administrative expenses.

REVENUES

We have no revenues for the year
ended May 31, 2004. We did not generate any revenues for year ended May 31, 2003.

COST OF REVENUE

There was no cost of revenue for the
two fiscal years ended May 31, 2004 and 2003.

GENERAL AND
ADMINISTRATIVE EXPENSES

For the two fiscal years ended May
31, 2004 and 2003, general and administrative expenses were $21,274,930 and $11,215. The
increase in G&A expenses from 2003 to 2004 is largely attributable to $4,892,401 in
consulting fees as a result of the issuance of stock options and $16,254,000 in
compensation expense for the transfer of 9,000,000 shares to the officers of the Company
from the prior President, Bruce Johnstone. As of May 31, 2004, we received approximately
$2.06 million from the exercise of stock options granted to consultants. We expect
consulting fees from stock options granted to continue in future periods.

The value indicated above with regard
to the consulting fees was arrived at because of the stock options being issued at a
discounted price to what the then current market price of the stock was. This was
necessary in order to attract the best consultants in the field of geology, ground
operations, corporate development, and financial management to work for the Company,
without having to compensate them by way of cash paid directly from the funds that we had
raised for project operations. Many of these consultants have already exercised these
options, and the result is a realization of addition funds collected by the Company.

LIQUIDITY AND CAPITAL
RESOURCES

Our balance sheet as of May 31, 2004
reflects assets of $3,051,335 consisting of $3,049,991 in cash and $1,344 in receivables.
Total liabilities on the balance sheet as of May 31, 2004 reflect current liabilities of
$22,646, consisting of accounts payable.

Cash and cash equivalents from
inception to date have been insufficient to provide the operating capital necessary to
operate. In November 2003, we issued 864,000 shares of common stock and 864,000 Class A
warrants, 864,000 Class B warrants, 864,000 Class C warrants and 864,000 Class D warrants.
This private offering generated gross proceeds of $1,080,000.00. The Class A-1 warrants
are exercisable on November 27, 2004 for a period of five years at an exercise price

27

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of $1.40 per share of common stock;
the Class B-1 warrants are exercisable on November 27, 2005 for a period of four years at
an exercise price of $1.45; the Class C-1 warrants are exercisable on November 27, 2006
for a period of three years an at exercise price of $1.50; and the Class D-1 warrants are
exercisable on November 27, 2007 for a period of two years at an exercise price of $1.55.
The Company has the right, in its sole discretion, to accelerate the exercise date of the
warrants, to decrease the exercise price of the warrants and/or extend the expiration date
of the warrants.

During the fiscal year ended May 31,
2004, $2,060,850 was obtained from the exercise of stock options issued under our stock
option plan.

GOING CONCERN
CONSIDERATION

As indicated in the accompanying
balance sheet, as of May 31, 2004 we had $3,049,991 cash available and accounts payable of
$22,646. The cash was a result of private placements from which the Company raised
$1,447,500 and from the exercise of stock options from which the Company received
$2,060,850. Management believes that the gross proceeds from the private placements and
from the exercise of stock options will be sufficient to continue our planned activities
until May 31, 2005, the end of our next fiscal year. However, we anticipate generating
losses and therefore we may be unable to continue operations in the future as a going
concern. In addition, if we want to maintain our interest in the MinQuest property, on or
before July 25, 2005 we are required to incur no less than $100,000 in expenditures in
connection with mining operations as well as paying MinQuest $20,000. Our plans to deal
with this uncertainty include raising additional capital or entering into a strategic
arrangement with a third party. There can be no assurance that our plans can be realized.
No adjustment has been made in the accompanying financial statements to the amounts and
classification of assets and liabilities that could result should be unable to continue as
a going concern.

We currently have no agreements,
arrangements or understandings with any person to obtain funds through bank loans, lines
of credit or any other sources.

Accordingly, our independent auditors
included an explanatory paragraph in their report on the accompanying financial statements
regarding concerns about our ability to continue as a going concern. Our financial
statements contain additional note disclosures describing the circumstances that lead to
this disclosure by our independent auditors.

OFF-BALANCE SHEET
ARRANGEMENTS

We have no off-balance sheet
arrangements.

ITEM 7. FINANCIAL STATEMENTS.

The financial statements are
included beginning at F-1.  See Index to the Financial Statements.

28

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

None.

ITEM 8A. CONTROLS AND PROCEDURES.

We have established disclosure
controls and procedures to ensure that material information relating to the Company,
including its consolidated subsidiaries, is made known to the officers who certify the
Companys financial reports and to other members of senior management and the Board
of Directors.

Based on their evaluation, as of the
end of the period covered by this Annual Report on Form 10-KSB, the principal executive
officer and principal financial officer of Patriot Gold Corp. have concluded that Patriot
Gold Corp.s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934) are effective in ensuring that the
information required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of1934 is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms.

There were no significant changes in
Patriot Gold Corp.s internal control over financial reporting during the
Companys fourth fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Companys internal control over financial reporting.

PART III

ITEM 9. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Set forth below is certain
information concerning each person who served as an executive officer during the year
ended May 31, 2004 or is presently a director of the Company. All officers and directors
hold office until their respective successors are elected and qualified, or until their
earlier resignation or removal.

The following sets forth the names
and ages of our directors and executive officers:

|Name                                                                                            | Position Held with the Company                                                                               | Age      | Date First Appointed                     
|----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------ | -------- | -----------------------------------------
|Ronald C. Blomkamp 
                   
                   
Robert A. Sibthorpe
Robert D. Coale | Chairman, President, Chief
Executive and Operating
Officer and Secretary
Director                  
Director | 58
54
63 | July 21, 2003
June 23, 2003
June 23, 2003

29

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Mr.           Blomkamp spends an
average of 5  10 hours per week on the business of the           Company. Each of
Messrs. Sibthorpe and Coale spend an average of 5  10           hours per week on
the business of the Company.

Business Experience

The following is a brief account of
the education and business experience of each director, executive officer and key employee
during at least the past five years, indicating each persons principal occupation
during the period, and the name and principal business of the organization by which he was
employed.

Ronald C. Blomkamp has been our
Chairman, President, Chief Executive and Operating Officer and Secretary since July 21,
2003. For the five years prior to becoming a director and officer to our Company, Mr.
Blomkamp acted on his own behalf investing in the stock markets. With a focus on the
natural resource sector, his daily involvement in this area saw him making many strategic
partnerships amongst the various professionals working in this field. Prior to this, he
lived in South Africa and has worked extensively at the face of many of the worlds
deepest gold mines and across several facets of the industry, and has collaborated with
the South African Chamber of Mines on rock mechanics, safety and efficiency. He holds
several patents relating to advanced mining technology. Mr. Blomkamp holds a Diploma in
Production Engineering from Witwatersrand College for Advanced Technology in South Africa,
and for sixteen years from March of 1978 to 1994 worked at Edward L Bateman (now called
ELB Group), a publicly listed company and South Africas leading mining services
company. During this time, he acted in a variety of capacities, including Engineer (1978
 1981), Engineering Manager (1981  1987), and Technical Director (1987 to
1994), where he oversaw all aspects of plant production and manufacturing as well as
quality assurance and product development. ELB Groups services included the design
and production of mining equipment for the processing of mineral ore, as well as equipment
for mine excavation and shaft drilling, and the production of equipment for separating
metals from the base rock component.

Robert A. Sibthorpe has been a
director since June 23, 2003, and is an exploration Geologist and Financial Analyst with
more than 30 years of multi-disciplinary experience in many aspects of the natural
resource sector. Since the beginning of 2003 he has acted as an independent consultant and
director. From March 2003, to November 2003, Mr. Sibthorpe sat on the Board of Freegold
Ventures Corp., a Canadian listed public company that is an exploration stage mining
company, and since June of 2001 has provided independent consulting services to Rare

30

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Earth Metals Corp., another Canadian
listed public company that is an exploration stage mining company. From January 2003 to
March 2003, Mr. Sibthorpe was involved with project generation and review for Olympus
Pacific Minerals Ltd., a company listed on the Toronto Venture Exchange that is an
exploration stage mining company. From January, 2001 to January of 2003, Mr. Sibthorpe
acted as Senior Vice President of Business Development in Vancouver for Ivanhoe Mines
Ltd., a Toronto Stock Exchange listed public company that is a reserve stage and mid-tier
copper and iron ore producer, where he was responsible for evaluating new opportunities,
and for advancing properties of merit already held by the company. By forming and running
a Small Mines Unit, he was directly responsible for placing into commercial
production, an epithermal gold deposit in Korea and advancing two other Asian gold
properties to the Feasibility Study level. From May of 1999 to January of 2001, Mr.
Sibthorpe was Senior Mining Analyst for Canaccord Capital Corp. (Vancouver), a private
Canadian brokerage house. In 1997 and 1998, Mr. Sibthorpe acted as an independent
consultant and director based out of Phoenix, Arizona, and from May 1997 to August of
2000, acted as an outside director for InnovaCom Inc., a U.S. public developmental stage
technology company that focuses on video compression technology. Mr. Sibthorpe also acts
as a Director for Madison Enterprises, a Toronto listed public company that is an
exploration stage mining company, and has done so since October of 1996. From June of 1986
to September of 1996, Mr. Sibthorpe acted as Director and Senior Analyst Corporate Finance
(Canada), working in Toronto and Vancouver for Yorkton Securities Inc., a private
brokerage house. From June of 1979 to May of 1986, he worked at Midland Doherty Ltd., a
brokerage house, as Institutional Mining Analyst and was appointed a Director and Head of
Research for that firm. A graduate of the University of Toronto in 1971, he began his
career as a geologist conducting exploration programs for mining companies in Canada, the
Middle East and the Republic of South Africa for ten years, and in 1978 completed an MBA
at the University of Toronto.

Robert D. Coale has been a director
since June 23, 2003. He is a Professional Engineer with a specialty in the mining sector.
With two engineering degrees (1963  MetE.  Colorado School of Mines, 1971
 MSc.  University of the Witwaterstrand in South Africa) and an MBA from the
University of Minnesota (1982), he has over 30 years of resource related business and
management experience. From November of 1999 to present, Mr. Coale has acted as Senior
Project Manager for EFS West, a privately held engineering and construction company
located in Van Nuys, CA. At EFS West, he is responsible for development of natural gas and
landfill gas (LFG) reciprocating internal combustion (RIC) engine generator plants from
800 kW to more than 5 MW, and as design engineer forliquefied and compressed natural gas
storage and fueling facilities. He was a member of the technical advisory board of Andean
American Mining Co., a publicly listed company that is a reserve stage gold mining
company, from April of 2002 to May of 2003. From April of 1996 to November of 1999, Mr.
Coale acted as a consulting Metallurgical/Environmental Engineer. During this time he was
also president of Yuma Copper Corp., a Canadian junior public mining company that is an
exploration stage copper mining company, and was responsible for managing activities
during the

31

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exploration for copper oxides and
development of three separate properties in the Second Region of Chile. He also acted as a
member of the Board of Directors of Francisco Gold Corp., a Canadian publicly listed
junior resource exploration company that is an exploration stage mining company. From
September, 1992 to April, 1996, Mr. Coale again acted as a consulting engineer. He was
responsible for evaluation of mineral properties worldwide including development of
metallurgical processing design and closure plans for industrial and mine sites. He was
also responsible for the technical direction and management of a group of engineers,
scientists, and technicians involved in landfill and mineral leaching facility design,
construction, and construction quality assurance. From August of 1989 to September of
1992, Mr. Coale was Technical Director of Mine Reclamation Corporation, a privately-held
company located in Palm Springs, California that refurbishes spent mines for other uses
such as waste disposal. He was responsible for the direction of technical development and
environmental permitting of the Eagle Mountain Project, a 20,000 tons per day municipal
solid waste-by-rail landfill in Southern California including design and engineering of
landfill facilities including liner system, leachate recovery and treatment, and
transportation (rail and truck) facilities.

Other than the Shareholders Agreement
among our three directors which is discussed below, there are no agreements with respect
to the election of Directors. We have not compensated our Directors for service on our
Board of Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our Board of
Directors.

There are no family relationships
among our directors or officers.

Our directors, executive officers and
control persons have not been involved in any of the following events during the past five
years:

| | 1. | Any
bankruptcy petition filed by or against any business of which such person           was a
general partner or executive officer either at the time of the bankruptcy           or
within two years prior to that time;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | any
conviction in a criminal proceeding or being subject to a pending criminal
          proceeding (excluding traffic violations and other minor offenses);
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | being
subject to any order, judgment, or decree, not subsequently reversed,           suspended
or vacated, of any court of competent jurisdiction, permanently or           temporarily
enjoining, barring, suspending or otherwise limiting his involvement           in any
type of business, securities or banking activities; or
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | being
found by a court of competent jurisdiction (in a civil action), the           Commission
or the Commodity Futures Trading Commission to have violated a           federal or state
securities or commodities law, and the judgment has not been           reversed,
suspended, or vacated.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

32

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Potential Conflicts of
Interest

Since our sole officer and our
directors work for other natural resource exploration companies, there exists the
possibility of conflicts of interest between us, our officer and directors and such other
companies. For example, the officer or director may locate a corporate opportunity and
present it to another company before presenting it to us.

Our officer and directors have been
made aware that under Nevada corporate law the business opportunity must first be offered
to us, when and if:

| | (1) | we
are financially able to exploit the opportunity;
| | --- | ---------------------------------------------------

| | (2) | the
opportunity is within our line of business;
| | --- | -----------------------------------------------

| | (3) | we
have an interest or expectancy in the opportunity; and
| | --- | ---------------------------------------------------------

| | (4) | by
taking the opportunity, the director breaches his duty of care or loyalty           owed
to us.
| | --- | --------------------------------------------------------------------------------------------------

If the situation results in the
officer or director being interested in the matter, the interest will be disclosed to the
other board members who shall approve or disapprove of the action. Furthermore, our
officer and directors will keep in confidence all confidential information about us.

MEETINGS AND COMMITTEES
OF THE BOARD OF DIRECTORS

Our Board of Directors conducts its
business through meetings of the Board. During the fiscal year ended May 31, 2004, the
Board, which consisted of three individuals, adopted 6 resolutions.

The Board does not currently have any
committees, but is in the process of establishing an audit committee and an option
committee.

CODE OF ETHICS

We do not currently have a Code of
Ethics applicable to our principal executive, financial and accounting officers. We do not
have a financial expert on the board.

COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Exchange Act,
requires the Companys officers, directors and persons who beneficially own more than
ten percent of the Common Stock to file reports of securities ownership and changes in
such ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent beneficial owners also are required by rules promulgated by the
Securities and Exchange Commission to furnish the Company with copies of all Section 16(a)
forms they file. The Company believes that all reporting persons complied with all Section
16(a) filing requirements for the year ending May 31, 2004.

33

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ITEM 10. EXECUTIVE COMPENSATION.

We have not paid, nor do we owe, any
compensation to our executive officer for the years ended May 31, 2003 and 2004. We have
not paid any compensation to our officers for the last three fiscal years.

We have no employment agreements with
any of our executive officers or employees.

On June 12, 2003, we issued
13,500,000 Series A 7% Redeemable Preferred Shares to Mr. Bruce Johnstone, who was our
sole officer and a director from October 2002 until July 2003. Mr. Johnstone exchanged all
of his preferred shares for 13,500,000 shares for 13,500,000 shares of common stock. Of
said shares, he transferred 3,000,000 to each of our current directors.

The following table sets forth
information with respect to compensation we paid up to and including the fiscal year ended
May 31, 2004 to our executive officers and directors.

# SUMMARY OF ANNUAL
COMPENSATION

|                    |  |  |  | Long-term compensation
|------------------- |  |  |  | ----------------------
|
|
|Ron Blomkamp        |  |  |  | NA                    
|President, Chief    |  | 
|Executive and       |  | 
|Financial Officer   |  | 
|and Director        |  | 
|                   
|Robert A. Sibthorpe |  |  |  | NA                    
|Director            |  | 
|                   
|Robert D. Coale     |  |  |  | NA                    
|Director            |  | 
|                   

None of our officers and directors
has received any other compensation from us other than as indicated above.

| | (1) | Ron
Blomkamp, who became our sole executive officer and a Director in July 2003,
               was granted the right to purchase an aggregate of 200,000 options pursuant
to                the Amended 2003 Stock Option Plan.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Robert
A. Sibthorpe, who became a director in June 2003, was granted the right                to
purchase an aggregate of 200,000 options pursuant to the Amended 2003 Stock
               Option Plan.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Robert
D. Coale, who became a director in June 2003, was granted the right to
               purchase an aggregate of 100,000 options pursuant to the Amended 2003
Stock                Option Plan.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34

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# OPTION/SAR GRANTS

|(INDIVIDUAL GRANTS)
|-------------------
|
|Ron Blomkamp       
|                   
|Robert A           
|Sibthorpe          
|                   
|Robert D. Coale    
|                   

# AGGREGATE OPTION/SAR
EXERCISES                     AND FISCAL QUARTER END OPTIONS/SAR VALUES

|Name                | Shares Acquired
On Exercise
(#) | Value
Realized ($) | Number Of
Unexercised
Securities
Underlying
Options/SARs
at FY-End(#)
Exercisable/
Unexercisable | Value Of
Unexercised
In-The-Money
Option/SARs
at FY-End($)
Exercisable/
Unexercisable
(1)
|------------------- | ------------------------------- | ------------------ | ------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------
|Ron Blomkamp        |                                 |                    |                                                                                                  | --                                                                                       
|                   
|Robert A. Sibthorpe |                                 |                    |                                                                                                  | --                                                                                       
|                   
|Robert D. Coale     |                                 |                    |                                                                                                  | --                                                                                       
|                   

(1)    
          Based on the closing price for our common stock on May 31, 2004 of $0.85 per
          share.

35

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Our officer and directors have no
other arrangements from the Company pursuant to which they received or are to receive any
other compensation other than as indicated above.

ITEM 11.  SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table lists, as of
September 10, 2004, the number of shares of common stock beneficially owned by (i) each
person or entity known to us to be the beneficial owner of more than 5% of our outstanding
common stock; (ii) each of our officers and directors; and (iii) all of our officers and
directors as a group. Information relating to beneficial ownership of common stock by our
principal stockholders and management is based upon information furnished by each person
using beneficial ownership concepts under the rules of the Securities and
Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power to vote or
direct the voting of the security, or investment power, which includes the power to vote
or direct the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership within 60
days. Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be deemed to be a
beneficial owner of securities as to which he or she may not have any pecuniary beneficial
interest.

The percentages below are calculated
based on 29,279,400 shares of common stock issued and outstanding. Unless indicated
otherwise, all addresses below are c/o Patriot Gold Corp., 1775 Bellevue Avenue, Suite
501, West Vancouver, B.C. Canada V7V 1A9

36

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|NAME OF BENEFICIAL OWNER             | AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP | PERCENTAGE OF CLASS
|------------------------------------ | ----------------------------------------- | -------------------
|Bruce Johnstone                      |                                           |                    
|102 Donaghy Avenue,                  |                                           |                    
|North Vancouver, B.C                 |                                           |                    
|Canada V7P 2L5                       |                                           |                    
|Almir Ramic                          |                                           |                    
|Suite 304                            |                                           |                    
|33675 Marshall Road                  |                                           |                    
|Abbotsford, B.C                      |                                           |                    
|Canada  V2S 1L4                      |                                           |                    
|Colin Bruce Worth                    |                                           |                    
|P.O. Box 1880                        |                                           |                    
|40439 Tantalus Road                  |                                           |                    
|Squamish, B.C                        |                                           |                    
|Canada  V0N 3G0                      |                                           |                    
|Robert A. Sibthorpe                  |                                           |                    
|Robert D. Coale                      |                                           |                    
|Ronald C. Blomkamp                   |                                           |                    
|Directors and Officers as a Group (3 |                                           |                    
|individuals)                         |                                           |                    

| | (1) | In
June 2003, we issued 13,500,000 Series A 7% Redeemable Preferred Shares to
               Bruce Johnstone, our officer and director from October 2002 until July
2003. In                September, Mr. Johnstone exchanged his 13,500,000 preferred
shares for                13,500,000 shares of our common stock. On January 22, 2004, Mr.
Johnstone                transferred 9,000,000 shares of common stock to our three
directors without any                compensation; the value of those shares on said date
was $16,254,000(based on                $2.15 (based on a discount of approximately 16%
on $2.15, which was the closing                price of our common stock on the OTC at
the close of trading on January 22,                2004). The value of the shares
transferred to our three directors was discounted                by approximately 16%
from the market value of $2.15 per share because they are                restricted. The
current value of those shares, as of September 10, 2004, was                $3.87
million. Mr. Johnstone transferred the shares to our three directors in
               exchange for our agreement to register his remaining shares of common
stock. We                entered into such an agreement in order to align the interest of
our directors                with those of our shareholders.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Includes
1,800,000 shares of our common stock issuable upon the exercise of
               warrants held by Mr. Ramic. The warrants purchased by Mr. Ramic in the
November                2003 private placement are not exercisable until November 27,
2004. However,                because we may accelerate the exercise date of the warrants
issued in the                November 2003 private placement, such warrants are included
in Mr. Ramics                beneficial ownership.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | However,
includes 1,280,000 share of our common stock issuable upon the exercise                of
warrants held by Mr. Worth that he purchased in the November 2003 private
               placement. Because we may accelerate the exercise date of the warrants
issued in                the November 2003 private placement, such warrants are included
in Mr.                Worths beneficial ownership.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes
200,000 options pursuant to the Amended 2003 Stock Option Plan to                purchase
common stock at a purchase price of $0.05 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Includes
100,000 options pursuant to the Amended 2003 Stock Option Plan to                purchase
common stock at a purchase price of $0.05 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Includes
200,000 options pursuant to the Amended 2003 Stock Option Plan to                purchase
common stock at a purchase price of $0.05 per share.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

37

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Shareholders
Agreement

Messrs. Blomkamp,
Sibthorpe and Coale are party to a Shareholders Agreement dated           as of
January 22, 2004. The agreement provides that for so long as the person           holds
any of the 3,000,000 shares which he received from Bruce Johnstone, the
          directors shall vote such shares to maintain three persons on our board. Upon
          any vote to appoint representatives to the Board, each shareholder agreed that
          he shall vote his shares for the other two shareholders. If one of the three
          shareholders is no longer a shareholder, or if the Board or our shareholders
          decided to remove one of the Board members, or the shareholder no longer holds
          any of the 3,000,000 shares which he received from Mr. Johnstone, then the
other           two shareholders agreed to vote their shares together to either maintain
the           number of Board members as two or to nominate and appoint a third Board
member.           The agreement also provides that for all other matters in which shares
are           voted, the three shareholders shall vote their 3,000,000 shares together as
          determined by the decision of two of the three shareholders. These three
          shareholders had determined that such agreement would be beneficial in
          maintaining control among themselves over the shares that they had received
from           Mr. Johnstone.

The shareholders also agreed that he
will not, directly or indirectly, sell, pledge, gift or in any other way dispose of any of
the 3,000,000 shares which he received from Mr. Johnstone. This transfer restriction shall
apply to such shares in all situations during all times that such individual holds any of
the 3,000,000 shares. Although the shareholders agreement restricts transfers of the
shares received from Mr. Johnstone and held by the directors, a director can no longer
hold the shares which he received from Mr. Johnstone if he dies or if the agreement is
amended by the parties to permit a transfer. The Company is not aware of any such
amendment being contemplated by the parties.

We are unaware of any other contract
or other arrangement the operation of which may at a subsequent date result in a change in
control of our Company.

38

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SECURITIES AUTHORIZED FOR ISSUANCE
UNDER EQUITY COMPENSATION PLANS

We do not have any equity
compensation plans that were approved by our stockholders.

Set forth below is certain
information as of May 31, 2004 regarding equity compensation plans that have not been
approved by our stockholders.

Equity compensation plans not
approved by stockholders  as of May 31, 2004

|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
|------------------------------ | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- | ------------------------------------------------------------
|Amended 2003 Stock Option Plan | 5,290,000(1)                                                                                | $0.72                                                                       | 306,000                                                     

| | (1) | Since
the plan provides for appropriate adjustments in the event of stock splits           and
other similar events, when our common stock was forward split on June 17,           2003,
a corresponding adjustment was made to the option plan. Accordingly, as of           June
17, 2003, there were 2,546,000 shares available for issuance under the           Stock
Option Plan. On September 22, 2003, we amended our Stock Option Plan by
          increasing the number of shares available for issuance under the plan to
          5,546,000 shares.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of May 31, 2004, there were a
total of 5,290,000 options granted under the plan with exercise prices ranging from $0.05
per share to $1.50 per share.

The following discussion describes
material terms of grants made pursuant to the stock option plans:

Pursuant to the Amended 2003 Stock Option
Plan, grants of shares can be made to employees, officers, directors, consultants and
independent contractors of non-qualified stock options as well as for the grant of stock
options to employees that qualify as incentive stock options under Section 422 of the
Internal Revenue Code of 1986 (Code) or as non-qualified stock options. The
Plan is administered by the Option Committee of the Board of Directors (the
Committee), which has, subject to specified limitations, the full authority to
grant options and establish the terms and conditions for vesting and exercise thereof.
Currently the entire Board functions as the Committee.

39

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In order to exercise an option
granted under the Plan, the optionee must pay the full exercise price of the shares being
purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the
Committee, by delivering shares of common stock already owned by the optionee that have a
fair market value equal to the applicable exercise price; or (iii) with the approval of
the Committee, with monies borrowed from us; however, officers and directors of the
Company are not entitled to borrow monies from the Company in order to exercise their
stock options.

Subject to the foregoing, the
Committee has broad discretion to describe the terms and conditions applicable to options
granted under the Plan. The Committee may at any time discontinue granting options under
the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an
optionee, make such modification of the terms and conditions of such optionees
option as the Committee shall deem advisable.

ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

We have not been a party to any
transaction, proposed transaction or series of transactions in which the amount involved
exceeded $60,000, and in which, to our knowledge, any of our directors, officers, five
percent beneficial security holders or any member of the immediate family of the foregoing
persons has had or will have a direct or indirect material interest.

Our directors are party to a
Shareholders Agreement pursuant to which they agreed to vote the 3,000,000 shares
they each received from Bruce Johnstone for each other. They also agreed not to sell or
otherwise dispose of such shares.

There are no promoters associated or
involved with the company. We have a single individual, Mr. Brian Uppal, who acts as an
investor relations person to answer questions received from phone callers. Mr. Uppal has
been compensated by a grant of 250,000 stock options under our stock option plan. These
options were granted on October 14, 2003, with an exercise price of $1.50, and because the
option price was above fair market value of $1.47, we did not record any compensation
expense. We have also hired Shareholder.com, a fulfillment service provider, to handle the
logistics of mailing out an informational pamphlet prepared by us to those investors who
have requested more information about us through our Web site. Under our agreement with
Shareholder.com, Shareholder.com performs mail order fulfillment service to persons who
request an investor package through our Web site. The investor enters the required
information on our Website. The information is then transmitted to Shareholder.com, which
then mails the investor package to the person requesting it. The investor and
Shareholder.com do not communicate with each other and Shareholder.com adds no materials
of their own to the mailings to our investors. Shareholder.com acts only as a collation
and mailing service provider to us so that we do not have to spend time doing this work.

Under the Shareholder.com agreement,
which has a month-to-month term, we are responsible for the preparation and contents of
the investor package. The pamphlet we provided to Shareholder.com consisted of basic
information about us, the members of our management team and our business, and the
information is taken from our Web site.

Under the Shareholder.com agreement,
Shareholder.com acted solely as a transmitter of information to investors that we provided
to them for which we paid

| | o | an
initial start up fee of $495,
| | - | --------------------------------

| | o | a
monthly fee of $195 for the mail order fulfillment service,
| | - | -------------------------------------------------------------

| | o | a
processing fee of $0.95 per request, and
| | - | ------------------------------------------

| | o | the
cost of postage and handling of investor packages mailed by Shareholder.com.
| | - | --------------------------------------------------------------------------------

40

---



ITEM 13.  EXHIBITS AND REPORTS ON
FORM 8-K.

(a) Exhibits.

|Exhibit No.                                                                                                                                         |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 
3.2 
3.3 
4.1 
4.2 
4.3 
4.4 
4.5 
4.6 
4.7 
4.8 
4.9 
4.10
4.11
10.1
10.2
10.3
    
10.4
    
10.5
10.6
10.7
    
10.8
10.9
24.1
31  
    
32 |  | Articles of Incorporation of Registrant.(a)
Registrant's Restated Articles of Incorporation.(b)
By-Laws of Registrant.(a)
Specimen common stock Certificate.(i)
Form of Class A Warrant.(d)
Form of Class B Warrant.(d)
Form of Class C Warrant.(d)
Form of Class D Warrant.(d)
Warrant Agreement- July 2003 private placement.(d)
Form of Class A-1 Warrant.(e)
Form of Class B-1 Warrant.(e)
Form of Class C-1 Warrant.(e)
Form of Class D-1 Warrant.(e)
Warrant Agreement - November 2003 private placement.(c)
Property Option Agreement dated as of July 25, 2003 between MinQuest Inc. and Patriot Gold Corporation.(d)
Stock Option Plan.(f)
Agreement dated as of September 2, 2003 by and between Patriot Gold Corp. and Bruce
Johnstone.(g)
Shareholders' Agreement dated as of January 22, 2004, among Patriot Gold Corp., Ron Blomkamp, Robert
Sibthorpe and Robert Coale.(e)
Agreement dated January 22, 2004 executed by Bruce Johnstone with respect to registration rights.(i)
Letter of Intent dated November 13, 2003 between Patriot Gold Corp. and Ms. Barbara Williams.(i)
Purchase Contract dated February 19, 2004 between the Company, the parties identified therein as the
Seller and First American Title Insurance Company of Yavapai County, as escrow agent.(h)
Binding Letter Agreement, dated March 4, 2004, by and between the Company and MinQuest, Inc. (c)
Agreement with Shareholder.com (j)
Consent of Robison, Hill & Co.#
Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.#
Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.#

#Filed herewith.(a)Previously filed as an exhibit to
the Companys Form 10SB12g on June 25, 2001, SEC file number 0-32929.(b)Previously filed as an exhibit to the
Companys Information Statement submitted to the SEC on May 21, 2003.(c)     Previously
          filed as an exhibit to the Companys Amendment No. 2 to the registration
          statement on Form SB-2/A (SEC File Number 333-112424) filed on July 16, 2004. (d)Previously filed as an exhibit to
the Companys May 31, 2003 Form 10KSB filed on August 26, 2003. (e)    
          Previously filed as an exhibit to the Companys registration statement on
          Form SB-2, Registration No. 333-112424, submitted to the SEC on February 2,
          2004. (f)    
          Previously filed as Exhibit 4.1 to the Companys Form S-8 on May 30, 2003,
          SEC File Number 333-105691, as amended by the Companys Post-Effective
          Amendment of Form S-8 filed on September 23, 2003. (g)    
          Previously filed as an exhibit to the Companys August 31, 2003 Form 10-QSB
          submitted to the SEC on October 14, 2003. (h)    
          Previously filed as an exhibit to the Companys February 29, 2004 Form
          10-QSB submitted to the SEC on April 9, 2004. (i)    
          Previously filed as an exhibit to the Companys Amendment No. 3 to the
          registration statement on Form SB-2/A (SEC File Number 333-112424) filed on
          October 6, 2004. (j)    
          Previously filed as an exhibit to the Companys Amendment No. 4 to the
          registration statement on Form SB-2/A (SEC File Number 333-112424) filed on
          December 23, 2004.

41

---



(b)           Reports on Form 8-K.

During the fiscal year ended May 31,
2004, there were two current reports on Form 8-K.

Report on Form 8-K, dated June 12,
2003, filed on June 25, 2003, relating to a change of control of the Company and the
amendment to the Companys Articles of Incorporation. Report on Form 8-K, dated July
21, 2003, filed on June 30, 2003, relating to the resignation and appointment of an
officer and director of the Company.

42

---



# PATRIOT GOLD CORP. (An Exploration State
Company)

_________________

# INDEPENDENT
AUDITORS REPORT

# MAY 31, 2004 AND 2003

43

---



CONTENTS

|                                                                                                                                                                 | Page  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|Independent Auditor's Report                                                                                                                                     | F - 1 
|Balance Sheets
May 31, 2004 and 2003                                                                                                                             | F - 2 
|Statements of Operations for the
   Year Ended May 31, 2004 and 2003 and the Cumulative Period
    June 1, 2000 (Inception of Exploration State) to May 31, 2004 | F - 3 
|Statement of Stockholders' Equity
   Since November 30, 1998 (Inception) to May 31, 2004                                                                         | F - 4 
|Statements of Cash Flows for the
   Year Ended May 31, 2004 and 2003 and the Cumulative Period
   June 1, 2000 (Inception of Exploration State) to May 31, 2004  | F - 10
|Notes to Financial Statements                                                                                                                                    | F - 12

44

---



INDEPENDENT
AUDITORS REPORT

Patriot Gold Corp.(An Exploration
State Company)

We
have audited the accompanying balance sheet of Patriot Gold Corp.(An Exploration State
Company) as of May 31, 2004 and 2003, and the related statements of operations and cash
flows for the two years ended May 31, 2004 and 2003 and the cumulative period June 1, 2000
(inception of exploration state) to May 31, 2004, and the statements of stockholders
equity since November 30, 1998 (inception) to May 31, 2004. These financial statements are
the responsibility of the Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In
our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Patriot Gold Corp.(An Exploration State Company) as of
May 31, 2004 and 2003, and the results of its operations and its cash flows for the years
ended May 31, 2004 and 2003 and the cumulative period June 1, 2000 (inception of
exploration state) to May 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.

The
accompanying financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has suffered recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a going concern.
Managements plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

| |                                                                            
| | ---------------------------------------------------------------------------
| | Respectfully Submitted,/s/ Robison, Hill & Co.
Certified Public Accountants

Salt Lake City, UtahAugust
23, 2004

F  1

---



PATRIOT GOLD CORP. (An Exploration
State Company) BALANCE SHEETS

|                                                         | May 31,
|-------------------------------------------------------- | -------
|
|ASSETS:                                                  |        
|Current Assets:                                          |        
|Cash                                                     |        
|GST Receivables                                          |        
|Prepaid Expenses                                         |        
|                                                         |        
|Total Assets                                             |        
|                                                         |        
|LIABILITIES & STOCKHOLDERS' EQUITY:                      |        
|Current Liabilities:                                     |        
|Accounts Payable                                         |        
|                                                         |        
|Stockholders' Equity:                                    |        
|Preferred Stock, Par Value $.001                         |        
|Authorized 20,000,000 shares,                            |        
|No shares issued at May 31, 2004 and 2003                |        
|Common Stock, Par Value $.001                            |        
|Authorized 100,000,000 shares,                           |        
|Issued 29,279,400 and 15,230,400 shares at               |        
|May 31, 2004 and 2003                                    |        
|Paid-In Capital                                          |        
|Subscription Receivable                                  |        
|Currency Translation Adjustment                          |        
|Deficit Accumulated Since Inception of Exploration State |        
|Retained Deficit                                         |        
|                                                         |        
|Total Stockholders' Equity                               |        
|                                                         |        
|Total Liabilities and Stockholders' Equity               |        
|                                                         |        

The accompanying notes
are an integral part of these financial statements.

F  2

---



PATRIOT GOLD CORP. (An Exploration
State Company) STATEMENTS OF
OPERATIONS

|                                        | For the Year Ended
May 31, | Cumulative
Since
June 1, 2000
Inception of
Exploration
|--------------------------------------- | -------------------------- | ------------------------------------------------------
|
|Revenues                                |                            |                                                       
|Cost of Revenues                        |                            |                                                       
|                                        |                            |                                                       
|Gross Margin                            |                            |                                                       
|Expenses                                |                            |                                                       
|Mining Costs                            |                            |                                                       
|General & Administrative                |                            |                                                       
|                                        |                            |                                                       
|Net Loss from Operations                |                            |                                                       
|Other Income (Expense)                  |                            |                                                       
|Interest, Net                           |                            |                                                       
|                                        |                            |                                                       
|Net Loss                                |                            |                                                       
|Other Comprehensive Income              |                            |                                                       
|Foreign Currency Translation Adjustment |                            |                                                       
|                                        |                            |                                                       
|Total Comprehensive Income              |                            |                                                       
|                                        |                            |                                                       
|Net Loss to Common Shareholders         |                            |                                                       
|                                        |                            |                                                       
|Basic & Diluted loss per                |                            |                                                       
|Share                                   |                            |                                                       
|                                        |                            |                                                       
|Weighted Average Shares                 |                            |                                                       
|Outstanding                             |                            |                                                       
|                                        |                            |                                                       

The accompanying notes
are an integral part of these financial statements.

F  3

---



PATRIOT GOLD CORP. (An Exploration
State Company)STATEMENT OF
STOCKHOLDERS EQUITY

|                                 | Preferred Stock | Common Stock | Paid-In | Subscription
Stock | Cumulative
Currency
Translation | Retained | Deficit
Accumulated
During
Exploration
|-------------------------------- | --------------- | ------------ | ------- | ------------------ | ------------------------------- | -------- | --------------------------------------
|
|Balance at November 30, 1998     |                 |              |         | --                 |                                 | $        | --                                    
|(inception)                      |                 |             
|November 30, 1998 Issuance of    |                 |             
|Stock for services and payment   |                 |             
|of accounts payable              |                 |              |         | --                 |                                 |          | --                                    
|April 1, 1999 Issuance of Stock  |                 |             
|for cash pursuant to private     |                 |             
|placement                        |                 |              |         | --                 |                                 |          | --                                    
|Net Loss                         |                 |              |         | --                 |                                 |          | --                                    
|Currency Translation Adjustment  |                 |              |         | --                 |                                 |          | --                                    
|                                 |                 |              |         |                    |                                 |          |                                       
|Balance at May 31, 1999          |                 |              |         | --                 |                                 |          | --                                    
|Retroactive Adjustment for 1:7.6 |                 |             
|Stock Split June 17, 2003        |                 |              |         | --                 |                                 |          | --                                    
|                                 |                 |              |         |                    |                                 |          |                                       
|Restated Balance May 31, 1999    |                 |              |         | --                 |                                 |          | --                                    
|Net Loss                         |                 |              |         | --                 |                                 |          | --                                    
|Currency Translation Adjustment  |                 |              |         | --                 |                                 |          | --                                    
|                                 |                 |              |         |                    |                                 |          |                                       
|Balance at May 31, 2000          |                 |              |         | --                 |                                 |          | --                                    

F  4

---



PATRIOT GOLD CORP. (An Exploration
State Company)STATEMENT OF
STOCKHOLDERS EQUITY (Continued)

|                                | Preferred Stock | Common Stock | Paid-In | Subscription
Stock | Cumulative
Currency
Translation | Retained | Deficit
Accumulated
During
Exploration
|------------------------------- | --------------- | ------------ | ------- | ------------------ | ------------------------------- | -------- | --------------------------------------
|
|Contributed Capital             |                 |              |         | --                 |                                 | $        | --                                    
|Net Loss                        |                 |              |         | --                 |                                 |          | --                                    
|Currency Translation Adjustment |                 |              |         | --                 |                                 |          | --                                    
|                                |                 |              |         |                    |                                 |          |                                       
|Balance at May 31, 2001         |                 |              |         | --                 |                                 |          | --                                    
|Contributed Capital             |                 |              |         | --                 |                                 |          | --                                    
|Net Loss                        |                 |              |         | --                 |                                 |          | --                                    
|Currency Translation Adjustment |                 |              |         | --                 |                                 |          | --                                    
|                                |                 |              |         |                    |                                 |          |                                       
|Balance at May 31, 2002         |                 |              |         | --                 |                                 |          | --                                    
|Contributed Capital             |                 |              |         | --                 |                                 |          | --                                    
|Net Loss                        |                 |              |         | --                 |                                 |          | --                                    
|                                |                 |              |         |                    |                                 |          |                                       
|Balance at May 31, 2003         |                 |              |         | --                 |                                 |          | --                                    
|June 11, 2003, Issuance of      |                 |             
|Preferred Shares for Services   |                 |              |         | 13,500,000         |                                 |          | 13,500                                

F  5

---



PATRIOT GOLD CORP. (An Exploration
State Company)STATEMENT OF
STOCKHOLDERS EQUITY (Continued)

|                             | Preferred Stock | Common Stock | Paid-In | Subscription
Stock | Cumulative
Currency
Translation | Retained | Deficit
Accumulated
During
Exploration
|---------------------------- | --------------- | ------------ | ------- | ------------------ | ------------------------------- | -------- | --------------------------------------
|
|June 12, 2003, Surrender of  |                 |              |         |                    |                                 |          |                                       
|Shares from Former Officer/  |                 |             
|Directors                    |                 |              |         | --                 |                                 | $        | --                                    
|July 25, 2003, Shares and    |                 |             
|Warrants Issued for Cash     |                 |              |         | --                 |                                 |          | --                                    
|July, 2003 Compensation from |                 |             
|Issuance of Stock Options    |                 |             
|Below Fair Market Value      |                 |              |         | --                 |                                 |          | --                                    
|September 2, 2003, Preferred |                 |             
|Shares Converted to Common   |                 |              |         | (13,500,000        | )                               |          | (13,500                               
|September 12, 2003, Stock    |                 |             
|Options Exercised            |                 |              |         | --                 |                                 |          | --                                    
|September 17, 2003, Stock    |                 |             
|Options Exercised            |                 |              |         | --                 |                                 |          | --                                    
|September 22, 2003, Stock    |                 |             
|Options Exercised            |                 |              |         | --                 |                                 |          | --                                    
|September 23, 2003, Stock    |                 |             
|Options Exercised            |                 |              |         | --                 |                                 |          | --                                    

F  6

---



PATRIOT GOLD CORP. (An Exploration
State Company)STATEMENT OF
STOCKHOLDERS EQUITY (Continued)

|                               | Preferred Stock | Common Stock | Paid-In | Subscription
Stock | Cumulative
Currency
Translation | Retained | Deficit
Accumulated
During
Exploration
|------------------------------ | --------------- | ------------ | ------- | ------------------ | ------------------------------- | -------- | --------------------------------------
|
|September 26, 2003, Stock      |                 |              |         |                    |                                 |          |                                       
|Options Exercised              |                 |              |         | --                 |                                 | $        | --                                    
|September, 2003 Compensation   |                 |             
|From Issuance of Stock         |                 |             
|Options Below Fair Market      |                 |             
|Value                          |                 |              |         | --                 |                                 |          | --                                    
|October 1, 2003, Stock Options |                 |             
|Exercised                      |                 |              |         | --                 |                                 |          | --                                    
|October 15, 2003, Stock        |                 |             
|Options Exercised              |                 |              |         | --                 |                                 |          | --                                    
|November 12, 2003, Stock       |                 |             
|Options Exercised              |                 |              |         | --                 |                                 |          | --                                    
|November 27, 2003, Common      |                 |             
|Stock and Warrants Issued for  |                 |             
|Cash                           |                 |              |         | --                 |                                 |          | --                                    

F  7

---



PATRIOT GOLD CORP. (An Exploration
State Company)STATEMENT OF
STOCKHOLDERS EQUITY (Continued)

|                               | Preferred Stock | Common Stock | Paid-In | Subscription
Stock | Cumulative
Currency
Translation | Retained | Deficit
Accumulated
During
Exploration
|------------------------------ | --------------- | ------------ | ------- | ------------------ | ------------------------------- | -------- | --------------------------------------
|
|November 2003, Compensation    |                 |              |         |                    |                                 |          |                                       
|From Issuance of Stock         |                 |             
|Options Below Fair Market      |                 |             
|Value                          |                 |              |         | --                 |                                 | $        | --                                    
|December 2, 2003 Stock         |                 |             
|Options Exercised              |                 |              |         | --                 |                                 |          | --                                    
|December 22, 2003, Stock       |                 |             
|Options Exercised              |                 |              |         | --                 |                                 |          | --                                    
|December 2003, Compensation    |                 |             
|From Issuance of Stock         |                 |             
|Options Below Fair Market      |                 |             
|Value                          |                 |              |         | --                 |                                 |          | --                                    
|January 2, 2004, Stock Options |                 |             
|Exercised                      |                 |              |         | --                 |                                 |          | --                                    
|January 24, 2004, Capital      |                 |             
|Contributed for Director       |                 |             
|Compensation                   |                 |              |         | --                 |                                 |          | --                                    
|February 2004, Compensation    |                 |             
|From Issuance of Stock         |                 |             
|Options Below Fair Market      |                 |             
|Value                          |                 |              |         | --                 |                                 |          | --                                    

F  8

---



PATRIOT GOLD CORP. (An Exploration
State Company)STATEMENT OF
STOCKHOLDERS EQUITY (Continued)

|                             | Preferred Stock | Common Stock | Paid-In | Subscription
Stock | Cumulative
Currency
Translation | Retained | Deficit
Accumulated
During
Exploration
|---------------------------- | --------------- | ------------ | ------- | ------------------ | ------------------------------- | -------- | --------------------------------------
|
|March  2004, Compensation    |                 |              |         |                    |                                 |          |                                       
|From Issuance of Stock       |                 |             
|Options Below Fair Market    |                 |             
|Value                        |                 |              |         | --                 |                                 | $        | --                                    
|March 5, 2004, Stock Options |                 |             
|Exercised                    |                 |              |         | --                 |                                 |          | --                                    
|April 2, 2004, Stock Options |                 |             
|Exercised                    |                 |              |         | --                 |                                 |          | --                                    
|Net Loss                     |                 |              |         | --                 |                                 |          | --                                    
|                             |                 |              |         |                    |                                 |          |                                       
|Balance May 31, 2004         |                 |              |         | --                 |                                 | $        | --                                    
|                             |                 |              |         |                    |                                 |          |                                       

The accompanying notes
are an integral part of these financial statements.

F  9

---



PATRIOT GOLD CORP. (An Exploration
State Company) STATEMENTS OF CASH
FLOWS

|                                            | For the Year Ended
May 31, | Cumulative
Since
June 1, 2000
Inception of
Exploration
|------------------------------------------- | -------------------------- | ------------------------------------------------------
|
|CASH FLOWS FROM OPERATING                   |                            |                                                       
|ACTIVITIES:                                 |                            |                                                       
|Net Loss                                    |                            |                                                       
|Adjustments to Reconcile Net Loss to Net    |                            |                                                       
|Cash Used in Operating Activities:          |                            |                                                       
|Compensation Expense of Stock Options       |                            |                                                       
|Common Stock Issued for Services            |                            |                                                       
|Change in Operating Assets and Liabilities: |                            |                                                       
|(Increase) Decrease in Receivables          |                            |                                                       
|(Increase) Decrease in Prepaid Expenses     |                            |                                                       
|Increase (Decrease) in Accounts Payable     |                            |                                                       
|                                            |                            |                                                       
|Net Cash Used in Operating Activities       |                            |                                                       
|                                            |                            |                                                       
|CASH FLOWS FROM INVESTING                   |                            |                                                       
|ACTIVITIES:                                 |                            |                                                       
|Net Cash Used in Investing Activities       |                            |                                                       
|                                            |                            |                                                       
|CASH FLOWS FROM FINANCING                   |                            |                                                       
|ACTIVITIES:                                 |                            |                                                       
|Proceeds from Sale of Common Stock          |                            |                                                       
|Proceeds from Contributed Capital           |                            |                                                       
|                                            |                            |                                                       
|Net Cash Provided by Financing Activities   |                            |                                                       
|                                            |                            |                                                       
|Net (Decrease) Increase in                  |                            |                                                       
|Cash and Cash Equivalents                   |                            |                                                       
|Cash and Cash Equivalents                   |                            |                                                       
|at Beginning of Period                      |                            |                                                       
|                                            |                            |                                                       
|Cash and Cash Equivalents                   |                            |                                                       
|at End of Period                            |                            |                                                       
|                                            |                            |                                                       

F  10

---



PATRIOT GOLD CORP. (An Exploration
State Company) STATEMENTS OF CASH
FLOWS (Continued)

|                                                  | For the Year Ended
May 31, | Cumulative
Since
June 1, 2000
Inception of
Exploration
|------------------------------------------------- | -------------------------- | ------------------------------------------------------
|
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                            |                                                       
|Cash paid during the year for:                    |                            |                                                       
|Interest                                          |                            |                                                       
|Income taxes                                      |                            |                                                       

SUPPLEMENTAL DISCLOSURE
OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

During
the year ended May 31, 2004, the Company granted 5,290,000 stock options to various
directors and consultants for an exercise price ranging from $0.05 to $1.50 per share.
Consulting expense of $4,892,401was recorded.

On
June 11, 2003, the Company issued 13,500,000 shares of preferred stock to its president
for services rendered. Consulting expense of $13,500 was recorded.

On
July 25, 2003, the Company issued 350,000 Class A warrants, 350,000 Class B warrants,
350,000 Class C warrants, and 350,000 Class D warrants. Each warrant is exercisable,
commencing October 25, 2003, for a period of three years at a price of $1.40, $1.45, $1.50
and $1.55, respectively, for one share of common stock.

On
November 27, 2003, the Company issued 864,000 Class A warrants, 864,000 Class B warrants,
864,000 Class C warrants, and 864,000 Class D warrants. The Class A warrants are
exercisable on November 27, 2004 for a period of five years at an exercise price of $1.40
per share of common stock; the Class B warrants are exercisable on November 27, 2005 for a
period of four years at an exercise price of $1.45; the Class C warrants are exercisable
on November 27, 2006 an at exercise price of $1.50; and the Class D warrants are
exercisable on November 27, 2007 at an exercise price of $1.55. The Company has the right,
in its sole discretion, to accelerate the exercise date of the warrants, to decrease the
exercise price of the warrants and/or extend the expiration date of the warrants.

On
January 24, 2004, Mr. Johnstone transferred 3,000,000 common shares to each of the three
directors. Compensation expense of $16,254,000 was record in connection with the transfer.

The accompanying notes
are an integral part of these financial statements.

F  11

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS

NOTE 1 
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This
summary of accounting policies for Patriot Gold Corp. ( An Exploration State Company) is
presented to assist in understanding the Companys financial statements. The
accounting policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.

Nature of Operations and
Going Concern

The
accompanying financial statements have been prepared on the basis of accounting principles
applicable to a going concern, which assume that the Company will continue in
operation for at least one year and will be able to realize its assets and discharge its
liabilities in the normal course of operations.

Several
conditions and events cast doubt about the Companys ability to continue as a
going concern. The Company has incurred net losses of approximately
$21,643,134 for the period from June 1, 2000 (inception of exploration state) to May 31,
2004 and requires additional financing in order to finance its business activities on an
ongoing basis. The Company is actively pursuing alternative financing and has had
discussions with various third parties, although no firm commitments have been obtained.
However, management believes that the money raised from the private placements in July and
November 2003 along with money from the exercising of stock options and warrants, will be
sufficient to continue planned operations for the remainder of the current fiscal year.

The
Companys future capital requirements will depend on numerous factors including, but
not limited to, acquiring interests in various mining opportunities and the success of its
current mining operations.

These
financial statements do not reflect adjustments that would be necessary if the Company
were unable to continue as a going concern. While management believes that the
actions already taken or planned, will mitigate the adverse conditions and events which
raise doubt about the validity of the going concern assumption used in
preparing these financial statements, there can be no assurance that these actions will be
successful.

If
the Company were unable to continue as a going concern, then substantial
adjustments would be necessary to the carrying values of assets, the reported amounts of
its liabilities, the reported expenses, and the balance sheet classifications used.

F  12

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS (Continued)

NOTE 1 
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Organization and Basis of
Presentation

The
Company was incorporated under the laws of the State of Nevada on November 30, 1998. On
June 11, 2003, the Company changed its name to Patriot Gold Corp.

Nature of Business

The
Company has no products or services as of May 31, 2004. The Company operated from November
30, 1998 through approximately May 31, 2000 in the production of ostrich meat. On June 1,
2000, the Company ceased operations.

In
June 2003, Management decided to change the direction of the Company and has decided to
become a natural resource exploration company and will seek opportunities in this field.
The Company is currently engaging in the acquisition, exploration, and if warranted and
feasible, development of natural resource properties. Since June 1, 2000, the Company is
in the exploration state.

Cash and Cash Equivalents

For
purposes of the statement of cash flows, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash equivalents to
the extent the funds are not being held for investment purposes.

Pervasiveness of Estimates

The
preparation of financial statements in conformity with generally accepted accounting
principles required management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

F  13

---



PATRIOT GOLD CORP.(An Exploration
State Company)NOTES TO FINANCIAL
STATEMENTS (Continued)

NOTE 1 
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign Currency

Prior
to the quarter ending August 31, 2003, the Companys primary functional currency was
the Canadian dollar. During, the quarter ended August 31, 2003, the Company underwent some
significant changes in its operations. Prior to May 31, 2000, the company was in the
business of producing ostrich meat in Canada. Subsequently on June 1, 2000, the Company
ceased operations and remained dormant until June 2003, when the Company decided to enter
the mining industry in the United States. Due to the change in direction the Company was
headed, the majority of its operations and transactions would be located in the United
States and the majority of the transaction would be in U.S. dollars. This was considered
a significant change in economic facts and circumstances per SFAS 52, Appendix
A and thus the Company changed its functional currency from the Canadian dollar to the
U.S. dollar.

The
Companys primary functional currency is the U.S. dollar. However, the Company still
has a few transactions with Canadian suppliers. Transaction gains and losses are included
in income. However, for the year ended May 31, 2004 and 2003, no transaction gains or
losses occurred.

Concentration of Credit
Risk

The
Company has no significant off-balance-sheet concentrations of credit risk such as foreign
exchange contracts, options contracts or other foreign hedging arrangements. The Company
maintains the majority of its cash balances with one financial institution, in the form of
demand deposits.

Loss per Share

Net
income (loss) per share is computed by dividing the net income by the weighted average
number of shares outstanding during the period. The effect of the Companys common
stock equivalents would be anti-dilutive for May 31, 2004 and 2003 and are thus not
considered.

F  14

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS (Continued)

NOTE 1 
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income

The
Company has adopted SFAS No. 130, Reporting Comprehensive Income, which
establishes standards for reporting and display of comprehensive income, its components
and accumulated balances. The Company is disclosing this information on its Consolidated
Statement of Operations. Comprehensive income is comprised of net income (loss) and all
changes to capital deficit except those resulting from investments by owners and
distribution to owners.

Stock Options

The
Company has adopted SFAS No. 123, Stock Option and Purchase Plans, which
establishes standards for reporting compensation expense for stock options that have been
issued. The fair value of each stock option granted is estimated using the Black-Scholes
option-pricing model.

Exploration and
Development Costs

On
June 1, 2000, the Company ceased operations and until June 2003 conducted minimal
administrative activities. The Company has been in the exploration state since that time
and has not yet realized any revenue from its planned operations. It is primarily engaged
in the acquisition, exploration and development of mining properties. Mineral exploration
costs and payments related to the acquisition of the mineral rights are expensed as
incurred. When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs incurred to
acquire and develop such property will be capitalized. Such costs will be amortized using
the units-of-production method over the estimated life of the probable reserve.

Advertising Costs

Advertising
costs are expensed as incurred. There was no advertising expense for the year ended May
31, 2004 and 2003.

F  15

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS (Continued)

NOTE 2  INCOME TAXES

As
of May 31, 2004, the Company had a net operating loss carryforward for income tax
reporting purposes of approximately $21,684,000 that may be offset against future taxable
income through 2022. Current tax laws limit the amount of loss available to be offset
against future taxable income when a substantial change in ownership occurs. Therefore,
the amount available to offset future taxable income may be limited. No tax benefit has
been reported in the financial statements, because the Company believes there is a 50% or
greater chance the carryforwards will expire unused. Accordingly, the potential tax
benefits of the loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 3  EXPLORATION
STATE COMPANY/ GOING CONCERN

The
Company has not begun principal operations and as is common with a company in the
exploration state, the Company has had recurring losses. Continuation of the Company as a
going concern is dependent upon obtaining the additional working capital necessary to be
successful in its planned activity, and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional equity
funding and long term financing, which will enable the Company to operate for the coming
year.

NOTE 4  RELATED
PARTY TRANSACTIONS

As
of May 31, 2004, all activities of the Company have been conducted by corporate officers
from either their homes or business offices. There are no commitments for future use of
the facilities.

On
June 12, 2003, the Company issued 13,500,000 Series A 7% Redeemable Preferred Shares to
Mr. Bruce Johnstone, a former director and sole officer. On January 24, 2004, Mr.
Johnstone converted these shares into the same number of common shares and transferred
3,000,000 shares to each of the three directors, Ronald C. Blomkamp, Robert D. Coale and
Robert A. Sibthorpe. Compensation expense of $16,254,000 was record in connection with the
transfer.

F  16

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS (Continued)

NOTE 5  STOCK
OPTIONS / WARRANTS

Pursuant
to a 2003 Stock Option Plan, grants of shares can be made to employees, officers,
directors, consultants and independent contractors of non-qualified stock options as well
as for the grant of stock options to employees that qualify as incentive stock options
under Section 422 of the Internal Revenue Code of 1986 (Code) or as
non-qualified stock options. The Plan is administered by the Option Committee of the Board
of Directors (the Committee), which has, subject to specified limitations, the
full authority to grant options and establish the terms and conditions for vesting and
exercise thereof. Currently the entire Board functions as the Committee.

In
order to exercise an option granted under the Plan, the optionee must pay the full
exercise price of the shares being purchased. Payment may be made either: (i) in cash; or
(ii) at the discretion of the Committee, by delivering shares of common stock already
owned by the optionee that have a fair market value equal to the applicable exercise
price; or (iii) with the approval of the Committee, with monies borrowed from us.

Subject
to the foregoing, the Committee has broad discretion to describe the terms and conditions
applicable to options granted under the Plan. The Committee may at any time discontinue
granting options under the Plan or otherwise suspend, amend or terminate the Plan and may,
with the consent of an optionee, make such modification of the terms and conditions of
such optionees option as the Committee shall deem advisable.

On
May 26, 2003, the Board of Directors approved a stock option plan whereby 2,546,000 common
shares have been set aside for employees and consultants to be distributed at the
discretion of the Board of Directors. On September 22, 2003, the Board of Directors
amended the stock option plan to allow 3,000,000 additional options. As of May 31, 2004,
5,290,000 stock options were granted to various directors and consultants for an exercise
price ranging from $.05 to $1.50 per share.

In
most cases the fair value of the stock issued was higher then the exercise price.
Compensation expense of $4,892,401 has been recorded in connection with the granting of
the stock options as of May 31, 2004. The Black-Scholes option pricing model was used to
calculate to estimate the fair value of the options granted. The following assumptions
were made:

|                                                              | 
|------------------------------------------------------------- | 
|Risk Free Rate (Equal to Libor)                               | 
|Expected Life of Option                                       | 
|Expected Volatility of Stock (Based on Historical Volatility) | 
|Expected Dividend yield of Stock                              | 

F  17

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS(Continued)

NOTE 5  STOCK
OPTIONS / WARRANTS (Continued)

On
July 25, 2003, the Company issued 350,000 Class A warrants, 350,000 Class B warrants,
350,000 Class C warrants, and 350,000 Class D warrants. Each warrant is exercisable,
commencing October 25, 2003, for a period of three years at a price of $1.40, $1.45, $1.50
and $1.55, respectively, for one share of common stock. The warrants were determined to
have no value at the time of their issuance. The shares and warrants were issued to David
Langley, Almir Ramic and Paul Uppal.

On
November 27, 2003, the Company issued 864,000 Class A warrants, 864,000 Class B warrants,
864,000 Class C warrants, and 864,000 Class D warrants. The Class A warrants are
exercisable on November 27, 2004 for a period of five years at an exercise price of $1.40
per share of common stock; the Class B warrants are exercisable on November 27, 2005 for a
period of four years at an exercise price of $1.45; the Class C warrants are exercisable
on November 27, 2006 an at exercise price of $1.50; and the Class D warrants are
exercisable on November 27, 2007 at an exercise price of $1.55. The Company has the right,
in its sole discretion, to accelerate the exercise date of the warrants, to decrease the
exercise price of the warrants and/or extend the expiration date of the warrants. The
warrants were determined to have no value at the time of their issuance. The shares and
warrants were issued to Jill Kurucz, Almir Ramic and Colin Worth.

The
following table sets forth the options and warrants outstanding as of May 31, 2004. There
were no options or warrants outstanding as of May 31, 2003.

|                                              | Option /
Warrants
Shares | Weighted
Average
Exercise
Price | Weighted
Average
Fair Value
|--------------------------------------------- | ------------------------ | ------------------------------- | ---------------------------
|Options & warrants outstanding, May 31, 2003  |                          |                                 |                            
|Granted, Exercise price more than fair value  |                          |                                 |                            
|Granted, Exercise price less than fair value  |                          |                                 |                            
|Expired                                       |                          |                                 |                            
|Exercised                                     |                          |                                 |                            
|                                              |                          |                                 |                            
|Options & warrants outstanding,  May 31, 2004 |                          |                                 |                            
|                                              |                          |                                 |                            

F  18

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS (Continued)

NOTE 5  STOCK
OPTIONS / WARRANTS (Continued)

Exercise
prices for optioned shares and warrants outstanding as of May 31, 2004 ranged from $0.05
to $1.55. A summary of these options by range of exercise prices is shown as follows:

|Exercise
Price        | Shares /
Warrants
Outstanding | Weighted-
Average
Exercise
Price | Shares/
Warrants
Currently
Exercisable | Weighted-
Average
Exercise Price
Currently
Exercisable | Weighted-
Average
Contractual
Remaining
Life
|--------------------- | ----------------------------- | -------------------------------- | -------------------------------------- | ------------------------------------------------------ | --------------------------------------------
|$                0.05 |                               |                                  |                                        | 550,000                                                |                                             
|0.80                  |                               |                                  |                                        | 10,000                                                 |                                             
|1.03                  |                               |                                  |                                        | 80,000                                                 |                                             
|1.40 to 1.45          |                               |                                  |                                        | 2,428,000                                              |                                             
|1.50 to 1.55          |                               |                                  |                                        | 2,428,000                                              |                                             

NOTE 6  COMMON
STOCK TRANSACTIONS

The
Company was incorporated to allow for the issuance of up to 100,000,000 shares of $.001
par value common stock (as amended).

At
inception, the Company issued 7,600,000 shares of common stock to its officers and
directors for services performed and payments made on the Companys behalf during its
formation. This transaction was valued at approximately $.001 per share or an aggregate
approximate $1,000.

On
February 8, 1999, to provide initial working capital, the Company authorized a private
placement sale of an aggregate of 7,600,000 (1,000,000 pre-split) shares of common stock
at approximately $.05 per share. The private placement was completed April 1, 1999 and
7,630,400 shares were issued for approximately $50,200 in proceeds to the Company which
were primarily used to pay operating expenses.

On
June 12, 2003, the previous President of the Company, returned 5,320,000 (700,000 pre
split) shares of common stock to the Company.

On
July 25, 2003, the Company issued 350,000 shares of common stock and 1,400,000 warrants
for $367,500 in cash to Almir Ramic, Paul Uppal and David Langley. Shares and warrants
were issued for $1.05 per share. The warrants were determined to have no fair value at the
time of their issuance and thus none of the proceeds were allocated to the warrants.

F  19

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS (Continued)

NOTE 6  COMMON
STOCK TRANSACTIONS (Continued)

On
September 2, 2003, the Companys previous president converted his 13,500,000 shares
of preferred stock into 13,500,000 shares of common stock. On January 24, 2004, Mr.
Johnstone transferred 3,000,000 common shares to each of the three directors. Compensation
expense of $16,254,000 was record in connection with the transfer.

During
September, October and November 2003, 3,075,000 common shares were issued to various
directors and consultants in connection with the exercising of stock options for
$1,710,225 in cash. The exercise price ranged from $0.05 to $1.50.

On
November 27, 2003, the Company issued 864,000 shares of common stock and 3,456,000
warrants for $1,080,000 in cash to Almir Ramic, Colin Worth and Jill Kurucz. Shares and
warrants were issued for $1.25 per share. The warrants were determined to have no fair
value at the time of their issuance and thus none of the proceeds were allocated to the
warrants.

During
the quarter ending February 29, 2004, 245,000 common shares were issued in connection with
the exercising of stock options for cash of $189,600. The exercise price ranged from $0.75
to $1.03.

During
March and April 2004, 1,335,000 common shares were issued in connection with the
exercising of stock options for cash of $1,837,500. The exercise price ranged from $0.75
to $1.50.

NOTE 7  PREFERRED
STOCK

The
Company has authorized a total of 20,000,000 shares of Preferred Stock with a par value of
$.001. As of November 30, 2003, there are no preferred shares outstanding.

The
Corporation is under no obligation to pay dividends on the Series A Redeemable Preferred
Stock, and the stock is redeemable at the option of the Company.

In
the event of any liquidation, dissolution or winding-up of the Corporation, the holders of
outstanding shares of Series A Preferred shall be entitled to be paid out of the assets of
the Corporation available for distribution to shareholders, before any payment shall be
made to or set aside for holders of the Common Stock, at an amount of $.001 plus any
unpaid and accrued dividends per share.

F  20

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS(Continued)

NOTE 7  PREFERRED
STOCK (Continued)

A
holder of Series A Preferred has the right to one vote per share in the case of matters
provided for in the General Corporation Law of the State of Nevada or the Amended and
Restated Articles of Incorporation or Bylaws to be voted on by the holders of the Series A
Preferred Stock as a separate class. In the case of matters to be voted on by the holders
of Common Stock and the holders of Series A Preferred voting together as a single class,
each share of Series A Preferred, has full voting rights and powers equal to the voting
rights and powers of the holders of the Common Stock.

On
June 11, 2003, the Company issued 13,500,000 Series A shares of preferred stock to its
president for services rendered and recorded $13,500 in consulting expenses. The Series A
shares have non-cumulative dividends of 7% of the redemption price when declared by the
Board. On September 2, 2003, the Companys previous president converted his
13,500,000 shares of preferred stock into 13,500,000 shares of common stock.

NOTE 8  STOCK SPLIT

On
June 17, 2003, the Company approved a forward split at a rate of one for seven and
six-tenths so that each share of common stock will be equal to 7.6 shares. All references
to shares in the accompanying financial statements have been adjusted for the stock split.

NOTE 9  MINERAL
PROPERTIES

The
Company has an agreement with Minquest, Inc. which gives them the right to purchase 100%
of the mining interests of two Nevada mineral exploration properties currently controlled
by MinQuest, a natural resource exploration company. Together, these two properties
consist of 28 mining claims on a total of 560 acres in the northwest trending Walker Lane
located in western Nevada.

In
order to earn a 100% interest in these two properties, the Company must pay MinQuest, Inc.
and incur expenditures relating to mining operations in accordance with the following
schedule: (i) on or before July 25, 2004, $20,000 to MinQuest and $75,000 in expenditures;
(ii) on or before July 25, 2005, $20,000 to MinQuest and an additional $100,000 in
expenditures; (iii) on or before July 25, 2006, $20,000 to MinQuest and an additional
$100,000 in expenditures; (iv) on or before July 25, 2007, $20,000 to MinQuest and an
additional $100,000 in expenditures; and (v) on or before July 25, 2008, an additional
$125,000 in expenditures. If the Company has not incurred the requisite expenditures to
maintain the option in good standing, the Company has a 60-day period subsequent to July
25th to make such payment along with such amount which shall be deemed to have
been an

F  21

---



PATRIOT GOLD CORP. (An Exploration
State Company) NOTES TO FINANCIAL
STATEMENTS (Continued)

NOTE 9  MINERAL
PROPERTIES (Continued)

expenditure incurred by us during
such period. Since the payment obligations are non-refundable, if the Company does not
make any payments, it will lose any payments made and all our rights to the properties. If
all said payments are made, then the Company will acquire all mining interests in the
property, subject to MinQuest retaining a 3% royalty of the aggregate proceeds. The
Company has the right at anytime to discontinue making the payments if the exploration is
determined to be unfeasible.

As
of May 31, 2004, $75,000 has been paid for in connection with the acquisition of these
rights and $263,094 has been paid for expenditures in exploration of these properties. As
these properties are unproven, the $350,548 has been expensed.

F  22

---



ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES.

Robison, Hill & Co. has served as
the Companys Principal Accountant since 1999. Their pre-approved fees billed to the
Company are set forth below:

|                   | Fiscal year ending
May 31,2004 | Fiscal year ending
May 31, 2003
|------------------ | ------------------------------ | -------------------------------
|Audit Fees         |                                |                                
|Audit Related Fees |                                |                                
|Tax Fees           |                                |                                
|All Other Fees     |                                |                                

As of May 31, 2004, the
Companys Audit Committee did not have a formal, documented pre-approval policy for
the fees of the principal accountant.

# GLOSSARY OF TECHNICAL
TERMS

Adularia. A
potassium-rich alteration mineral.

Air track holes. Drill hole done with
a small portable drill rig using an air-driven hammer.

BLEG sampling. Bulk leach sampling. A large
sample of soil or rock that is bleached using cyanide to determine gold and silver content
down to a detection limit of as little as 1.0 parts per billion.

CSMT Survey. An electromagnetic
method used to map the variation of the Earths resistance to conduct electricity by
measuring naturally occurring electric and magnetic fields at the Earths surface.

Controlled Source Magneto Telluric
Survey. The recording of variations in a generated electrical field using sophisticated
survey methods.

Core holes. A hole in the ground that
is left after the process where a hollow drill bit with diamond chip teeth is used to
drill into the ground. The center of the hollow drill fills with the core of the rock that
is being drilled into, and when the drill is extracted, a hole is left in the ground.

Felsic Tertiary Volcanic Rocks.
Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million
years ago.

Geochemical sampling. Sample of soil,
rock, silt, water or vegetation analyzed to detect the presence of valuable metals or
other metals which may accompany them. For example, Arsenic may indicate the presence of
gold.

Geochemical Sampling. Sampling of
rocks or soil and determination of the absolute abundances of elements.

Geologic mapping. Producing a plan
map of the rock types, structure and alteration.

45

---



Geophysical survey.   Electrical,
magnetic and other means used to detect features, which may be associated with mineral
deposits

Ground magnetic survey. Recording
variations in the earths magnetic field and plotting same.

Ground radiometric survey.A survey
of radioactive minerals on the land surface.

Leachable. Leaching
is a cost effective process where ore is subjected to a chemical liquid           that
dissolves the mineral component from the ore, and then the liquid is           collected
and the metals extracted from it.

Magnetic lows. An occurrence that may
be indicative of a destruction of magnetic minerals by later hydrothermal (hot water)
fluids that have come up along these faults.  These hydrothermal fluids may in turn
have carried and deposited precious metals such as gold and/or silver.

Plug.
          Landform similar to a dome, but smaller.

Quartz Monzonite. A coarsely
crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.

Quartz Stockworks.  A
multi-directional quartz veinlets.

RC holes.  Short form for Reverse
Circulation Drill holes.  These are holes left after the process of Reverse Circulation
Drilling.

Resource.
          An estimate of the total tons and grade of a mineral deposit.

Reverse circulation drilling. A less
expensive form of drilling that does not allow for the recovery of a tube or core of rock.
The material is brought up from depth as a series of small chips of rock that are then
bagged and sent in for analysis.  This is a quicker and cheaper method of drilling,
but does not necessarily give as much information about the underlying rocks.

Rhyolite plug dome. A domal feature
formed by the extrusion of viscous quartz-rich volcanic rocks.

Scintillometer survey. A survey of
radioactive minerals using a scintillometer, a hand-held, highly accurate measuring
device.

Scoping Study.  A detailed study of
the various possible methods to mine a deposit.

Silicic dome.  A convex landform
created by extruding quartz-rich volcanic rocks

Tertiary.
          That portion of geologic time that includes abundant volcanism in the western
          U.S.

Trenching.
          A cost effective way of examining the structure and nature of mineral ores just
          beneath the surface. It involves digging long usually shallow trenches in
          carefully selected areas to expose unweathered rock and allow sampling.

46

---



Volcanic center.  Origin of major
volcanic activity

Volcanoclastic.
          Coarse, unsorted sedimentary rock formed from volcanic rocks.

47

---



SIGNATURES

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

# Patriot Gold
Corp.(Registrant)

|Dated: December 22, 2004 |  | By: /s/ Ronald C. Blomkamp                                                                                                                 
|------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------
|                         |  | Ronald C. Blomkamp
 President, Chief Executive
 Officer, Chief Financial
 Officer and Director
(Principal Executive and
 Financial Officer)

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

|Dated: December 22, 2004 |  | By: /s/ Robert A. Sibthorpe 
|------------------------ |  | ----------------------------
|                         |  | Robert A. Sibthorpe
Director

|Dated: December 22, 2004 |  | By: /s/ Robert D. Coale 
|------------------------ |  | ------------------------
|                         |  | Robert D. Coale
Director

48

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