U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                  FORM 10-KSB/A
                                 Amendment No. 1


(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, 2003

[ ]   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             (I.R.S. Employer Identification No.)
 incorporation or organization)




                          #501 - 1775 Bellevue Avenue,
                     West Vancouver, British Columbia Canada
                   ------------------------------------------
               (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 ___



<PAGE>

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 August 13,  2003,  the
aggregate market value of the voting and non-voting  common equity stock held by
non-affiliates was $14,865,600.

The number of shares  outstanding  of the issuer's  Common Stock $.001 par value
per  share,  was  10,260,400  shares as of  August  13,  2003.  The  issuer  has
13,500,000 shares of Series A 7% Redeemable  Preferred Stock $.001 par value per
share, outstanding.

Total revenues for fiscal year ended May 31, 2003: $0


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



























<PAGE>




                                Explanatory Note

We are filing this  Amendment  No. 1 to our Annual Report on Form 10-KSB for the
year ended May 31, 2003 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
consolidated  financial position and consolidated  results of operations for the
periods  presented  have  not been  restated  from  the  consolidated  financial
position and consolidated 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 August 26,  2003 the filing  date of our
Annual Report on Form 10KSB for the year ended May 31, 2003.  Accordingly,  this
Amendment  No.  1 to the  Annual  Report  on  Form  10-KSB/A  should  be read in
conjunction with our subsequent filings with the SEC.






<PAGE>

                                     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  state
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 our prospectus.

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. 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 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.



<PAGE>


On June 13, 2003, two stockholders  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  share 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.  Although
not opposed to considering  alternative  mineral  types,  because of the current
strong  price of gold,  it  presents  the best value for our  shareholders  when
considering the risk reward ratio of exploration  costs and return from minerals
recovered.

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
for them to mine.  By  selling  a  deposit  found  by us to these  major  mining


<PAGE>


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.
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.

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;  (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.



<PAGE>


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:

-        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  survery 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  pediment  cover  that may host gold
mineralization.  A fault,  which is a break in the rock along which the movement
has taken place, are 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 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.  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.



<PAGE>


At the Vernal  property,  mapping  (the process of laying out a grid on the land
for area  identification  where  samples are taken) and sampling (the process of
taking  small  quantities  of soil and rock for  analysis)  has been  initiated.
Mapping is the process where.  Poorly exposed narrow masses of rock intersecting
other rocks and filling  inclined or  vertical  fractures  with quartz  minerals
(quartz  veining) in volcanic  rock that has been  sampled  and  submitted  to a
chemical  laboratory for analysis.  Some assays indicated up to 0.42 oz/ton gold
and 0.17 oz/ton silver in initial sampling.  The gold/silver  ratios indicate at
Vernal we are very high in the process by which an area of rock has been altered
by hypothermal  (hot water) fluids that have come up along  fractures and faults
in the rock (hydrothermal  system). These fluids are often enriched in minerals.
Additional mapping and sampling is ongoing.

Letter of Intent

In November 2003 we executed a letter of intent to purchase a 100% interest in a
mining  property  located in the  historic  Oatman  gold mining  district.  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. A drill  indicated  estimate  has already  been  established  and the
deposit  remains open along strike which means  further  drilling may be able to
expand this estimate.

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 property
for  $350,000.  We deposited  $25,000 with the title company as escrow agent and
three  months  after  signing  are  required  to deposit an  additional  $25,000
deposit. When the escrow agent receives signature pages from the 10 sellers, the
initial  $25,000  deposit  shall be  delivered  to the  seller.  On the  3-month
anniversary  from when we signed the  definitive  agreement,  the second $25,000
belongs to the seller. On or before the 6-month  anniversary from when we signed
the definitive agreement, the balance of $300,000 is due to the seller.

Seller has delivered to us certain  information  about the  property,  including
[engineering reports, site plans]. During the 6 month periodafter the signing of
the  definitive  agreement we have the right to conduct our due diligence on the
property  and if we decide  not to proceed we have to give the Seller and escrow
agent  notice  no less  than 10 days  prior to the  6-month  anniversary  of our
intention not to close.  During this period we can not perform  mining or remove
any ore from  the  proprety.  We are  responsible  for all  costs  and  expenses
associates  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 have concluded
our analysis and have determined that it is feasible to close on the purchase of
the property, doing so will give us full rights to begin mining operations.



<PAGE>


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  $1,723,650.00  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 with the  necessary  capital to
compete for even the most  desirable  properties  and the resources 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 team that can appraise each
opportunity so as to obtain the best value for our shareholders investment. 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 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.



<PAGE>


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 varies 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.

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 are not  involved in any pending  legal  proceedings  nor are we aware of any
pending or contemplated  proceedings against us. We know of no legal proceedings
pending or  threatened,  or judgments  entered  against any of our  directors or
officers in their capacity as such.

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 was listed on the OTC Bulletin  Board under the trading  symbol
NORC for the year ending May 31, 2003;  however,  there was no trading  activity
during the year. On June 17, 2003, in connection with our name change we changed
our symbol to PGOL.

On June 17, 2003, each issued and outstanding  share of common stock was forward
split at a rate of one for seven  and  six-tenths  so that each  share of common
stock is equal to 7.6 shares.

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 paid a cash  dividend  on our Common  Stock and do not  anticipate
paying cash  dividends in the near future.  It is our present  policy not to pay
cash dividends but to retain earnings, if any, to fund growth and expansion. Any
payment of cash  dividends  in the future will be dependent  upon our  financial
condition,  results of operations,  current and anticipated  cash  requirements,
plans for  expansion,  as well as other  factors  the Board of  Directors  deems
relevant.

The number of  shareholders of record of our common stock as of May 31, 2003 was
approximately 22.

Recent Sales of Unregistered Securities

On July 25, 2003 we issued  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. 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 pursuant to an exemption under
Section 4(2) of the Securities Act of 1933, as amended.

On June 12, 2003, we issued 13,500,000  Series A 7% Redeemable  Preferred Shares
to Mr. Bruce Johnstone,  a former director and officer. Each preferred share has
the right to vote with the common  shares on all matters  requiring  stockholder
vote.  The issuance was made pursuant to an exemption  under Section 4(2) of the
Securities Act of 1933, as amended.

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,  2003  regarding  equity
compensation plans that have not been approved by our stockholders.  The numbers
indicated below reflect the one for seven and six-tenths (1:7.6) forward split.

Equity compensation plans not approved by stockholders
<TABLE>
<CAPTION>
                                     Number of securities to be   Weighted average exercise
                                      issued upon exercise of        price of outstanding      Number of securities
              Plan Category        outstanding options, warrants           options,          remaining available for
                                             and rights              warrants and rights         future issuance
       ----------------------------------------------------------------------------------------------------------------

<S>                                       <C>                          <C>                       <C>
       2003 Stock Option Plan                2,546,000                       N/A                    2,546,000
</TABLE>


<PAGE>

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

Pursuant  to the  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.


<PAGE>


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/A  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.


<PAGE>

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/A.

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, as well as
those of any that are  currently  under  review  for  acquisition,  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.


RESULTS OF OPERATIONS


During the  previous  twelve  months,  we have not been  engaged in any business
activity.  While in the past, we have been investigating  possible opportunities
with the intent to acquire and merge with one or more business ventures, we have
recently  decided to become  involved in the natural  resource  exploration  and
development industry.


As a result of this, we have no revenues for the year ended May 31, 2003. We did
not generate any revenues for year ended May 31, 2002.

We had a net loss of $23,302 for the year ended May 31, 2003,  compared to a net
loss of $2,630 for the year ended May 31, 2002.  Operating expenses for the year
ended May 31, 2003 was  $23,302,  as compared to $2,630 of expenses for the year
ended May 31, 2002. The reason for the increase in our expenses and our net loss
was due an increase in our legal and accounting fees.  Losses on operations will
continue  until  sufficient  revenues  can  be  achieved  from  our  anticipated
business.

We had a net  stockholders'  deficit of $14,059 for the year ended May 31, 2003,
compared to $6,816 for the year ended May 31, 2002. This increased deficit was a
result of our increase in operating expenses.


LIQUIDITY AND CAPITAL RESOURCES


We remain in the exploration  state and, as of May 31, 2003 have  experienced no
significant  change in liquidity or capital  resources or stockholder's  equity.
Our balance  sheet as of May 31, 2003  reflects no assets and total  liabilities
consisting of accounts payable of $14,059.


Cash and cash  equivalents  from  inception  to date have been  insufficient  to
provide the operating  capital  necessary to operate.  The necessary  capital to
operate  the  Company has in the past been  provided  by the  principals  of the
Company.  On July 25, 2003 we issued  350,000 shares of common stock and 350,000

<PAGE>

Class A warrants, 350,000 Class B warrants, 350,000 Class C warrants and 350,000
Class D warrants.  This private  offering  generated gross proceeds 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.

Going Concern Consideration


As indicated in the  accompanying  balance  sheet,  as of May 31, 2003 we had no
cash  available  and  accounts  payable of  $14,059.  As a result of the private
placement  which  was  closed in July  2003,  we  generated  gross  proceeds  of
$367,500.  Management  believes  that such amount will be sufficient to continue
our planned activities for the remainder of the current 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,  on or before July 25,
2004 we are required to incur no less than $75,000 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  which
could result should be unable to continue as a going concern.


Item 7.  Financial Statements.

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

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

None.

                                    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, 2003 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.  There  are no  family  relationships  among  any of our  directors  or
executive officers.


<PAGE>

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


Name                      Age           Position
Bruce  Johnstone          47            Chairman, President, Chief Executive and
                                        Operating Officer and Secretary
Robert   A. Sibthorpe     54            Director
Robert D. Coale           63            Director

As of July 21, 2003, Mr. Bruce Johnstone resigned as an officer and director and
Mr. Ronald C. Blomkamp was appointed as the Chairman, President, Chief Executive
and  Operating  Officer and  Secretary.  Mr.  Blomkamp,  58,  holds a Diploma in
Production  Engineering from  Witwatersrand  College for Advanced  Technology in
South  Africa,  and for sixteen  years worked at Edward L Bateman  (ELB),  South
Africa's  leading  mining  services  company.  He has been a director at Bateman
Mining  Products,  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  became our  Chairman,  President  Chief  Executive  and Operating
Officer and  Secretary and a director on July 21, 2003. He holds no positions in
any other public companies, and has no affiliations with any companies that have
gone  bankrupt  in the last 5 years or with any  company  that is subject to any
order or decree with respect to securities or banking industries.

Bruce  Johnstone  was our  Chairman,  President  Chief  Executive  and Operating
Officer and  Secretary and a director from October 15, 2002 until July 21, 2003.
Since 1981 to the present,  Mr. Johnstone is the president of a Canadian private
corporation that provides  appliance related services to the building  industry.
Mr.  Johnstone  also  sits as  President  and  Director  of a  private  resource
exploration  company which he founded. He holds no positions in any other public
companies, and has no affiliations with any companies that have gone bankrupt in
the last 5 years or with any company that is subject to any order or decree with
respect to securities or banking industries.


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,  and since June of
2001 has provided  independent  consulting  services to Rare Earth Metals Corp.,
another  Canadian  listed  public  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.  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  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


<PAGE>


1997 to August of 2000 acted as an outside  director for InnovaCom  Inc., a U.S.
public company. Mr. Sibthorpe also acts as a Director for Madison Enterprises, a
Toronto listed public 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. 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 private  company located in Van Nuys, CA. 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 for  liquefied  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,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


<PAGE>


Yuma Copper Corp., a Canadian junior public mining company,  and was responsible
for managing activities during the 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. 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 private company located in Palm Springs, CA. 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.


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,  2003,  the Board,  which  consisted of one
individual, adopted 4 resolutions.

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

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,
2003.


ITEM 10.  Executive Compensation.

We have not paid, nor do we owe, any  compensation to our executive  officer for
the year ended May 31, 2003. 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,  our former  director and sole officer.  Each preferred
share has the  right to vote with the  common  shares on all  matters  requiring
stockholder  vote.  The  preferred  shares are entitled to receive,  when and as
declared  by the Board,  a  non-cumulative  dividend at the rate of 7% per annum
equal to the redemption price (described below). We have the right to redeem all
or any portion of the  outstanding  Series A preferred  shares at the redemption
price  plus  any  dividends  that  have  been  declared  but not yet  paid.  The
redemption  price of the preferred  shares shall be the par value of said share,
or $0.001 per share. In the event of a liquidation, dissolution or winding up of
the company, the holders of the preferred shares are entitled to receive,  prior
to any  distributions  to the holders of the common stock,  the redemption price
for their outstanding shares together with any declared but unpaid dividends.

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.

The following  table lists,  as of July 31, 2003, 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.


<PAGE>

The percentages  below are calculated based on 10,260,400 shares of common stock
issued and outstanding.  Unless indicated otherwise, all addresses below are c/o
Patriot Gold Corp., 102 Donaghy Avenue, North Vancouver, B.C., Canada V7P 2L5.
<TABLE>
<CAPTION>
               Officers, Directors,
                  5% Shareholder                  No. of Common Shares            Beneficial Ownership %
                 -----------------                --------------------            ----------------------
<S>                                               <C>                             <C>
         Ronald C. Blomkamp                               -0-                               NA
         Robert A. Sibthorpe                              -0-                               NA
         Robert D. Coale                                  -0-                               NA
         Bruce Johnstone                                  -0-                             NA (1)

         All Directors and executive                      -0-                               NA
         officers as a Group (3 persons)*
</TABLE>

----------

(1) Mr.  Bruce  Johnstone,  our former  officer and  director,  is the holder of
13,500,000 Series A 7% Redeemable  Preferred Shares, each share having the right
to  vote  with  the  common  shares  on all  matters  requiring  a  vote  of the
stockholders.  This represents 57.66% of the total issued and outstanding shares
of the Company (common and preferred stock combined).

Item 12. Certain Relationships and Related Transactions

During  the  previous  fiscal  year and  presently,  we are using  office  space
provided at no charge for an indefinite  period by Bruce  Johnstone,  our former
officer and director. See "Description of Property."

On June 12, 2003, we issued 13,500,000  Series A 7% Redeemable  Preferred Shares
to Mr. Bruce  Johnstone,  our former  director and sole officer.  See "Executive
Compensation".


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.



<PAGE>


There are no promoters associated or involved with the company. We have a single
individual who acts as an investor relations person to answer questions received
from phone callers. This individual has been compensated by way of stock options
under the company  stock  option  plan.  We have also hired  Shareholder.com,  a
fulfillment  service  provider,  to collate  all  requests  to the  company  for
investor  information  and to  send  out to  these  requests,  an  informational
pamphlet created by us, and supplied to Shareholder.com for distribution.


Item 13.  Exhibits and Reports on Form 8-K.

(a) Exhibits.

Exhibit No.            Description


3.1      Articles of Incorporation of Registrant.*
3.2      Registrant's Restated Articles of Incorporation.**
3.3      By-Laws of Registrant.*
4.1      Specimen common stock Certificate.*
4.2      Form of Class A Warrant****
4.3      Form of Class B Warrant****
4.4      Form of Class C Warrant****
4.5      Form of Class D Warrant****
4.6      Warrant Agreement****
10.1     Property Option  Agreement  dated as of July 25, 2003 between  MinQuest
         Inc. and Patriot Gold Corporation****
10.2     Stock Option Plan***
24.1     Consent of Robison, Hill & Co.
31       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.
32       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.


         *        Previously  filed with the Company's  Form 10SB12g on June 25,
                  2001,  SEC  file  number  0-32929.
         **       Previously  filed as an exhibit to the  Company's  Information
                  Statement submitted to the SEC on May 21, 2003.
         ***      Previously  filed with the Company's Form S-8 filed on May 30,
                  2002.
         ****     Previously filed with the Company's Form 10KSB filed on August
                  26, 2003.


(b) Reports on Form 8-K. None.

<PAGE>

Item 14. 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/A, 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 of 1934 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.





<PAGE>



                                   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: May 7 ,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: May 7,2004                 By:  /s/    Robert A. Sibthorpe
--------------------                   -----------------------------------------
                                       Robert A. Sibthorpe
                                       Director



Dated: May 7, 2004                By:  /s/    Robert D.Coale
---------------------                  -----------------------------------------
                                       Robert D. Coale
                                       Director


<PAGE>

                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                              MAY 31, 2003 AND 2002





<PAGE>






                                    CONTENTS


                                                                            Page

Independent Auditor's Report...............................................F - 1

Balance Sheets
May 31, 2003 and 2002......................................................F - 2

Statements of Operations for the
   Year Ended May 31, 2003 and 2002 and the Cumulative Period
    June 1, 2000 (Inception of Exploration State) to May 31, 2003..........F - 3

Statement of Stockholders' Equity
   Since November 30, 1998 (Inception) to May 31, 2003.....................F - 4

Statements of Cash Flows for the
   Year Ended May 31, 2003 and 2002 and the Cumulative Period
   June 1, 2000 (Inception of Exploration State) to May 31, 2003...........F - 6

Notes to Financial Statements..............................................F - 7



<PAGE>






                          INDEPENDENT AUDITOR'S REPORT

Patriot Gold Corp.
(Formerly Northern Ostrich Corp.)
(An Exploration State Company)

         We have audited the  accompanying  balance  sheet of Patriot Gold Corp.
(Formerly  Northern Ostrich Corp.) (An Exploration  State Company) as of May 31,
2003 and 2002,  and the related  statements of operations and cash flows for the
two years  ended May 31,  2003 and 2002 and the  cumulative  period June 1, 2000
(inception  of  exploration  state)  to May  31,  2003,  and the  statements  of
stockholders'  equity since November 30, 1998 (inception) to May 31, 2003. 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 auditing standards generally
accepted in the United States of America.  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.
(Formerly  Northern Ostrich Corp.) (An Exploration  State Company) as of May 31,
2003 and 2002,  and the  results  of its  operations  and its cash flows for the
years  ended  May 31,  2003 and  2002 and the  cumulative  period  June 1,  2000
(inception of exploration  state) to May 31, 2003, 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, Utah
August 13, 2003

                                      F - 1

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                            May 31,
                                                                             --------------------------------------
                                                                                    2003                2002
                                                                             ------------------  ------------------

<S>                                                                          <C>                 <C>
Current Assets - Cash & Cash Equivalents                                     $                -  $                -
                                                                             ------------------  ------------------

Total Assets:                                                                $                -  $                -
                                                                             ==================  ==================

Liabilities - Accounts Payable                                               $           14,059  $            6,816
                                                                             ------------------  ------------------

Stockholders' Equity:
   Preferred Stock, Par Value $.001
      Authorized 20,000,000 shares,
      No shares issued at May 31, 2003 and 2002                                               -                   -
  Common Stock, Par Value $.001
    Authorized 100,000,000 shares,
    Issued 15,230,400 shares at
    May 31, 2003 and 2002                                                                15,230              15,230
  Paid-In Capital                                                                        45,810              41,838
  Currency Translation Adjustment                                                        (4,274)            (16,361)
  Deficit Accumulated Since Inception of Exploration State                              (29,743)             (6,441)
  Retained Deficit                                                                      (41,082)            (41,082)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                         (14,059)             (6,816)
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                  $                -  $                -
                                                                             ==================  ==================
</TABLE>







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


                                      F - 2

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                       Since
                                                                                                    June 1, 2000
                                                                   For the Years Ended              Inception of
                                                                         May 31,                    Exploration
                                                          -------------------------------------
                                                                2003                2002               State
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Revenues                                                  $               -  $                -  $                -
Cost of Revenues                                                          -                   -                   -
                                                          -----------------  ------------------  ------------------

Gross Margin                                                              -                   -                   -

Expenses:
   General & Administrative                                          11,215               2,630              17,656
                                                          -----------------  ------------------  ------------------

Net Loss from Operations                                            (11,215)             (2,630)            (17,656)

Other Income (Expense)
   Interest, Net                                                          -                   -                   -
   Currency Exchange, Net                                           (12,087)                  -             (12,087)
                                                          -----------------  ------------------  ------------------

     Net Loss                                             $         (23,302) $           (2,630) $          (29,743)
                                                          =================  ==================  ==================

Basic & Diluted loss per share                            $               -  $                -
                                                          =================  ==================
</TABLE>











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

                                      F - 3

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                               Deficit
                                                                                      Cumulative             Accumulated
                                                                                       Currency                During
                                  Preferred Stock      Common Stock        Paid-In    Translation  Retained  Exploration
                                  Shares Par Value   Shares     Par Value  Capital    Adjustment   Deficit      State      Total
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------
<S>                                <C>     <C>     <C>           <C>       <C>         <C>         <C>         <C>        <C>
Balance at November 30, 1998 ...    --     $--            --     $  --     $   --      $   --      $   --      $   --     $   --
(inception)

November 30, 1998 Issuance of
  Stock for services and payment
  of accounts payable ..........    --      --       1,000,000     1,000       --          --          --          --        1,000

April 1, 1999 Issuance of Stock
  for cash pursuant to private
  placement ....................    --      --       1,004,000     1,004     49,196        --          --          --       50,200

Net Loss .......................    --      --            --        --         --          --       (38,305)       --      (38,305)
Currency Translation Adjustment     --      --            --        --         --       (15,996)       --          --      (15,996)
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------
Total Comprehensive Loss .......    --      --            --        --         --       (15,996)    (38,305)       --      (54,301)
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------

Balance at May 31, 1999 ........    --      --       2,004,000     2,004     49,196     (15,996)    (38,305)       --       (3,101)

Retroactive Adjustment for 1:7.6
   Stock Split June 17, 2003 ...    --      --      13,226,400    13,226    (13,226)       --          --          --         --
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------

Restated Balance May 31, 1999 ..    --      --      15,230,400    15,230     35,970     (15,996)    (38,305)       --       (3,101)

Net Loss .......................    --      --            --        --         --          --        (2,777)       --       (2,777)
Currency Translation Adjustment     --      --            --        --         --          (489)       --          --         (489)
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------
Total Comprehensive Loss .......    --      --            --        --         --          (489)     (2,777)       --       (3,266)
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------

Balance at May 31, 2000 ........    --      --      15,230,400    15,230     35,970     (16,485)    (41,082)       --       (6,367)
</TABLE>


                                      F - 4

<PAGE>

                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                               Deficit
                                                                                      Cumulative             Accumulated
                                                                                       Currency                During
                                  Preferred Stock      Common Stock        Paid-In    Translation  Retained  Exploration
                                  Shares Par Value   Shares     Par Value  Capital    Adjustment   Deficit      State      Total
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------
<S>                                <C>     <C>     <C>           <C>       <C>         <C>         <C>         <C>        <C>
Contributed Capital ............    --     $--            --     $  --     $  3,788    $   --      $   --      $   --     $  3,788

Net Loss .......................    --      --            --        --         --          --          --        (3,811)    (3,811)
Currency Translation Adjustment     --      --            --        --         --           172        --          --          172
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------
Total Comprehensive Loss .......    --      --            --        --         --           172        --        (3,811)    (3,639)
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------

Balance at May 31, 2001 ........    --      --      15,230,400    15,230     39,758     (16,313)    (41,082)     (3,811)    (6,218)

Contributed Capital ............    --      --            --        --        2,080        --          --          --        2,080

Net Loss .......................            --            --        --         --          --          --        (2,630)    (2,630)
Currency Translation Adjustment     --      --            --        --         --           (48)       --          --          (48)
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------
Total Comprehensive Loss .......    --      --            --        --         --           (48)       --        (2,630)    (2,678)
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------

Balance at May 31, 2002 ........    --      --      15,230,400    15,230     41,838     (16,361)    (41,082)     (6,441)    (6,816)

Contributed Capital ............    --      --            --        --        3,972        --          --          --        3,972

Net Loss .......................            --            --        --         --          --          --       (23,302)   (23,302)
Currency Translation Adjustment     --      --            --        --         --        12,087        --          --       12,087
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------
Total Comprehensive Loss .......    --      --            --        --         --        12,087        --       (23,302)   (11,215)
                                   -----   -----   -----------   -------   --------    --------    --------    --------   --------

Balance at May 31, 2003 ........    --     $--      15,230,400   $15,230   $ 45,810    $ (4,274)   $(41,082)   $(29,743)  $(14,059)
                                   =====   =====   ===========   =======   ========    ========    ========    ========   ========
</TABLE>

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

                                      F - 5

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                       Since
                                                                                                    June 1, 2000
                                                                   For the Years Ended              Inception of
                                                                         May 31,                    Exploration
                                                          -------------------------------------
                                                                2003                2002               State
                                                          -----------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>                 <C>
Net Loss                                                  $         (23,302) $           (2,630) $          (29,743)
Adjustments to reconcile net loss to net
cash used in operating activities:
   Currency translation adjustment                                   12,087                 (48)             12,234
   Increase (Decrease) in accounts payable                            7,243                 598               7,669
   Issuance of common stock for expenses                                  -                   -                   -
                                                          -----------------  ------------------  ------------------
  Net Cash Used in operating activities                              (3,972)             (2,080)             (9,840)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash used in investing activities                                     -                   -                   -
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from contributed capital                                     3,972               2,080               9,840
                                                          -----------------  ------------------  ------------------
Net Cash Provided by Financing Activities                             3,972               2,080               9,840
                                                          -----------------  ------------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                               -                   -                   -
Cash and Cash Equivalents
  at Beginning of Period                                                  -                   -                   -
                                                          -----------------  ------------------  ------------------
Cash and Cash Equivalents
  at End of Period                                        $               -  $                -  $                -
                                                          =================  ==================  ==================


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                $               -  $                -  $                -
  Income taxes                                            $               -  $                -  $                -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None

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

                                      F - 6

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of accounting policies for Patriot Gold Corp. 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 $30,000 for the period from June 1, 2000 (inception of exploration
state) to May 31, 2003 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. In the interim, shareholders of
the Company have committed to meeting its minimal operating expenses.

         The  Company's  future  capital  requirements  will  depend on numerous
factors  including,  but not  limited  to,  locating  a  merger  or  acquisition
candidate and/or acquiring interests in various business opportunities.

         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 - 7

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002

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, 2003. 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.

         The  Company  has  recently   decided  to  become  a  natural  resource
exploration  company  and will seek  opportunities  in this  field.  The Company
anticipates  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.

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.

                                      F - 8

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002
                                   (Continued)

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


Foreign Currency Translation

         The  Company's  primary  functional  currency is the  Canadian  dollar.
Monetary  assets  and  liabilities  resulting  from  transactions  with  foreign
suppliers and customers are  remeasured at year-end  exchange  rates.  All other
assets,  liabilities,  and  stockholders'  equity are  remeasured  at historical
exchange rates for past  transactions and at year-end exchange rates for current
and future  transactions.  Revenue and expense  accounts are  remeasured  at the
average exchange rates in effect during the year, except those related to assets
and   liabilities,   which  are   remeasured  at  historical   exchange   rates.
Remeasurement gains and losses are included in income.

         The  Company's  reporting  currency is the U.S.  dollar.  Balance sheet
accounts  are  translated  at  year-end  exchange  rates and revenue and expense
accounts are translated at the average exchange rates in effect during the year.
Translation   gains  and  losses  are  included  as  a  separate   component  of
stockholders' equity.


Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                                     Per-Share
                                                              Income              Shares               Amount
                                                              ------              ------               ------
                                                           (Numerator)         (Denominator)

                                                                      For the Year Ended May 31, 2003
Basic Loss per Share
<S>                                                     <C>                          <C>         <C>
Loss to common shareholders                             $          (23,302)          15,230,400  $                -
                                                        ==================  ===================  ==================

                                                                      For the Year Ended May 31, 2002
Basic Loss per Share
Loss to common shareholders                             $           (2,630)          15,230,400  $                -
                                                        ==================  ===================  ==================
</TABLE>

         There are no dilutive  potential common stock equivalents as of May 31,
2003 and 2002. The effect of any outstanding  common stock  equivalents would be
anti-dilutive for May 31, 2003 and 2002 and are thus not considered.

                                      F - 9

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002
                                   (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 Stockholders' Equity. 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 Based Compensation

         The  Company  accounts  for the fair  value of its  stock  compensation
grants in accordance  with FASB  Statement  123. The fair value of each grant is
equal  to the  market  price of the  Company's  stock on the date of grant if an
active  market  exists or at a value  determined  in an arms length  negotiation
between the Company and the non-employee or employee.


NOTE 2 - INCOME TAXES

         As of May 31, 2003, the Company had a net operating  loss  carryforward
for income tax reporting  purposes of  approximately  $70,825 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.

                                     F - 10

<PAGE>



                               PATRIOT GOLD CORP.
                         (An Exploration State Company)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002
                                   (Continued)

NOTE 4 - RELATED PARTY TRANSACTIONS

         As of May 31, 2003,  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.

NOTE 5 - STOCK OPTIONS

         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.
Subsequent  to year  end,  2,365,000  stock  options  were  granted  to  various
directors and  consultants for an exercise price ranging from $0.05 to $1.03 per
share.





                                     F - 11

<PAGE>



                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002
                                   (Continued)

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.

NOTE 7 - PREFERRED STOCK

         The Company has authorized a total of 20,000,000  shares of Series A 7%
Redeemable  Preferred  Stock with a par value of $.001.  As of May 31, 2003,  no
preferred shares were issued.

         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.

         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.

                                     F - 12

<PAGE>


                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                         (An Exploration State Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE YEARS ENDED MAY 31, 2003 AND 2002
                                   (Continued)

NOTE 8 - SUBSEQUENT EVENTS

         On June 11, 2003, the Company filed amended  articles of  incorporation
with the State of Nevada changing the Company's name to Patriot Gold Corp.

         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.

                                     F - 13