U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

(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)


                               102 Donaghy Avenue
                      North Vancouver, B.C., Canada V7P 2L5
                   ------------------------------------------
               (Address of principal executive office) (Zip Code)

                                 (604) 980-8137
                             ----------------------
                           (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>


                                     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.
We have not conducted any business since May 2000.

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 a development  stage
company. Our office is currently located at 102 Donaghy Avenue, North Vancouver,
B.C., Canada, V7P 2L5. The telephone number is (604) 980-8137.

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.

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.

On June 13, 2003, two stockholders  returned a total of 700,000 shares of common
stock to us for  cancellation.  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.


<PAGE>

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

Since we were not successful in finding the right operating  business to acquire
or merger,  we have determined to try to become a natural  resource  exploration
company and will seek  opportunities  in this field.  We  anticipate  acquiring,
exploring,   and  if  warranted  and  feasible,   developing   natural  resource
properties.  Natural resource  exploration and development  requires significant
capital  and our assets and  resources  are  extremely  limited.  Therefore,  we
anticipate  participating in the natural resource  industry through the purchase
of  small  interests  in  either   producing   properties  or  natural  resource
exploration and development projects.

With the addition of our board members and a consulting  geologist,  all of whom
will be  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 of the
project,  and by information  collected by our experts  through  independent due
diligence, and will 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.

Based  on such  information,  we can  then  decide  whether  it is  economically
feasible and beneficial to participate in the project.

To date we have not  commenced  any  operations,  other  than the  execution  of
Property Option Agreement to purchase 100% of the mining interests of two Nevada
mineral exploration properties currently controlled by MinQuest, Inc., a natural
resource  exploration  company.  Together,  these two  properties  consist of 28
mining claims on a total of 560 acres located in the northwest  trending  Walker
Lane located in western Nevada.


<PAGE>

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 which 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.

Either  party has the right to assign the  agreement or its right or interest in
the property.

The  foregoing  discussion  is  qualified  in its  entirety by  reference to the
Property Option Agreement,  which is annexed to this Annual Report as an Exhibit

The initial  funds  required to pay for the MinQuest  transaction  were provided
from the proceeds of the private placement described below.


<PAGE>

Financing

We recently completed a private placement of shares and warrants which generated
an aggregate of $367,500 in proceeds.  However,  we will need additional funding
within the next twelve  months in order to pursue our business  plan and acquire
interests in natural resource projects.  Given the fact that we do not currently
have any assets, we would expect that such financing would be available from the
public or private  offering of our shares.  However,  there is no guarantee that
required capital will be available to us for these purposes.

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.

Government Regulation

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

Any  exploration or production on United States Federal land will have to comply
with the Federal Land Management  Planning Act which has the effect generally of
protecting the environment.  Any exploration or production on private  property,
whether owned or leased, will have to comply with the Endangered Species Act and
the Clean Water Act. The costs of complying  with  environmental  concerns under
any of these acts 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.

Since we have no current projects,  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.


<PAGE>

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 102 Donaghy Avenue, North Vancouver, B.C., Canada V7P 2L5. 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.


<PAGE>

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.  On May 26,
2003, the Board approved the adoption of the Stock Option Plan providing for the
issuance of an aggregate of 335,000  options to purchase the common stock of the
company.


<PAGE>

Equity compensation plans not approved by stockholders - as of May 31, 2003
<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                 335,000                        N/A                     335,000
</TABLE>


Since the plan provides for appropriate adjustments in the event of stock splits
and other  similar  events,  when our common stock was forward split on June 17,
2003, a corresponding adjustment was made to the option plan. Accordingly, as of
June 17, 2003 there were 2,546,000 shares available for issuance under the Stock
Option  Plan.  As of July 25,  2003,  there  were a total of  2,365,000  options
granted under the plan - 20,000  options  granted with a $0.80  exercise  price;
100,000  options  with an exercise  price of $1.03 and the balance  with a $0.05
exercise price.

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 contain  forward-looking  statements within the meaning of Section 21D of
the  Securities  Exchange  Act of  1934,  as  amended,  and  Section  27A of the
Securities Act of 1933, as amended,  that involve risks and  uncertainties.  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.

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

<PAGE>

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.

PLAN OF OPERATION

Since we were not successful in finding the right operating  business to acquire
or merge,  we have  determined to try to become a natural  resource  exploration
company and will seek  opportunities  in this field.  We  anticipate  acquiring,
exploring,   and  if  warranted  and  feasible,   developing   natural  resource
properties.  Natural resource  exploration and development  requires significant
capital  and our assets and  resources  are  extremely  limited.  Therefore,  we
anticipate  participating in the natural resource  industry through the purchase
of  small  interests  in  either   producing   properties  or  natural  resource
exploration  and  development  projects.  To  date  we have  not  commenced  any
operations,  other than the  execution of an  agreement to purchase  100% of the
mining  interests  of  two  Nevada  mineral  exploration   properties  currently
controlled by MinQuest, Inc., 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.

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 which 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.

With the addition of our board members and a consulting  geologist,  all of whom
will be  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 will 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.

Based  on such  information,  we can  then  decide  whether  it is  economically
feasible and beneficial to participate in the project. [The board has determined
that it is  economically  feasible to execute the  agreement  with  MinQuest and
incur  expenditures  in  connection  with the 28 mining  claims in the northwest
trending Walker Lane located in western Nevada.



<PAGE>

Natural resource  exploration and development  requires  significant capital and
our  assets  and  resources  are  extremely  limited.   Therefore,  we  hope  to
participate in the natural  resource  industry by obtaining  small  interests in
either  producing  properties or natural  resource  exploration  and development
projects.

As of the  date  hereof,  we  have  not  made  any  arrangements  or  definitive
agreements to use outside  advisors or consultants to raise any capital.  In the
event we need to raise  capital,  most  likely the only method  available  to us
would be through the private sale of our securities.  Because of our nature as a
development-stage  company,  it is  unlikely  we  could  make a  public  sale of
securities or be able to borrow any significant sum, from either a commercial or
private  lender.  There  can be no  assurance  that we  will  be able to  obtain
additional funding when and if needed, or that such funding,  if available,  can
be obtained on terms acceptable to us.

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 development  stage 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.


<PAGE>

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
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, 2002 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:
<TABLE>
<CAPTION>
Name                                     Age                      Position
<S>                                      <C>                      <C>
Bruce  Johnstone                         47                       Chairman, President, Chief Executive and
                                                                  Operating Officer and Secretary
Robert   A. Sibthorpe                    54                       Director
Robert D. Coale                          63                       Director
</TABLE>

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  became a director on June 23,  2003.  Mr.  Sibthorpe is an
Exploration  Geologist  and  Financial  Analyst  with  more  than  30  years  of
multi-disciplinary  experience in many aspects of the natural resource sector. 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. After completing his
MBA at the  University  of Toronto in 1979,  he joined  Midland  Doherty Ltd. as
Institutional  Mining  Analyst and was appointed a Director and Head of Research
for that firm. In 1986 he became Director and Senior Analyst  Corporate  Finance
(Canada)  working in Toronto and Vancouver for Yorkton  Securities  Inc. In 1999
Mr.  Sibthorpe  joined  Canaccord  Capital Corp.  (Vancouver),  as Senior Mining
Analyst,  and in 2000  returned to the mining  industry,  joining  Ivanhoe Mines
Ltd.,  a mid-tier  copper and iron ore  producer,  as Senior Vice  President  of
Business  Development in Vancouver,  where he was responsible for evaluating new
opportunities,  and  for  advancing  properties  of  merit  already  held by the

<PAGE>

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.  Currently Mr. Sibthorpe sits on the Board of Freegold Ventures Corp. and
provides independent  consulting services to Rare Earth Metals Corp. and Olympus
Pacific Minerals Ltd. 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  D.  Coale  became  a  director  on June 23,  2003 and is a  Professional
Engineer with a specialty in the mining  sector.  With two  engineering  degrees
(MetE. - Colorado School of Mines,  MSc. - University of the  Witwaterstrand  in
South Africa) and an MBA from the University of Minnesota,  he has over 30 years
of resource  related  business and management  experience.  After  completing an
engagement  as a lecturer with a university in  Johannesburg,  South Africa,  in
1971, Mr. Coale has worked in numerous  technical  roles and as management  with
both junior resource and major mining companies,  and has provided  professional
services for companies  such as Getty Mining  Company,  Yuma Copper  Corp.,  AES
Construction  Group,  and the Andean  American  Mining Co. He holds no positions
with 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.-


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.


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.


<PAGE>

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.

The percentages  below are calculated based on 10,260,400 shares of common stock
issued  and  outstanding,  plus in the  case of a  person  who has the  right to
acquire  additional  shares within 60 days, any new shares which would be issued
to effect such acquisition.  Unless indicated otherwise, all addresses below are
c/o Patriot Gold Corp., 102 Donaghy Avenue,  North Vancouver,  B.C.,  Canada V7P
2L5.

<PAGE>
<TABLE>
<CAPTION>
               Officers, Directors,
                  5% Shareholder                  No. of Common Shares            Beneficial Ownership %
                 -----------------                --------------------            ----------------------
<S>                                               <C>                             <C>
         Ronald C. Blomkamp                               -0-                               NA
         Robert A. Sibthorpe                           50,000(1)                       Less than 1%
         Robert D. Coale                               25,000(2)                       Less than 1%
         Bruce Johnstone                             50,000(3) (4)                     Less than 1%

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

(1)               Mr.  Robert  Sibthorpe  was  issued an  aggregate  of  200,000
                  options  pursuant to the Stock Option Plan to purchase  common
                  stock  at a  purchase  price  of  $0.05  per  share.  Of these
                  options,  only 50,000 are currently vested. The balance of his
                  options vest as follows:  50,000 on October 1, 2003; 50,000 on
                  January 1, 2004 and 50,000 on April 1, 2004.
(2)               Mr.  Robert Coale was issued an  aggregate of 100,000  options
                  pursuant to the Stock Option Plan to purchase  common stock at
                  a purchase price of $0.05 per share.  Of these  options,  only
                  25,000 are currently  vested.  The balance of his options vest
                  as  follows:  25,000 on October 1, 2003;  25,000 on January 1,
                  2004 and 25,000 on April 1, 2004.
(3)               Mr. Bruce Johnstone was issued an aggregate of 250,000 options
                  pursuant to the Stock Option Plan to purchase  common stock at
                  a purchase price of $0.05 per share.  Of these  options,  only
                  50,000 are currently  vested.  The balance of his options vest
                  as  follows:  66,667 on October 1, 2003;  66,667 on January 1,
                  2004 and 66,666 on April 1, 2004.
(4)



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".


<PAGE>

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***
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.


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


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

<PAGE>

made known to the officers who certify the  Company's  financial  reports and to
other members of senior management and the Board of Directors.

Based on their  evaluation,  as of the end of the period  covered by this Annual
Report on Form 10-KSB, the principal  executive officer and principal  financial
officer  of  Patriot  Gold  Corp.  have  concluded  that  Patriot  Gold  Corp.'s
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the  Securities  Exchange Act of 1934) are  effective in ensuring that the
information  required to be disclosed by the Company in reports that it files or
submits  under  the  Securities  Exchange  Act 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: August 25, 2003               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: August 25, 2003               By:  /s/    Robert A. Sibthorpe
--------------------------           -------------------------------------------
                                     Robert A. Sibthorpe
                                     Director



Dated: August 25, 2003               By:  /s/    Robert D.Coale
--------------------------           -------------------------------------------
                                     Robert D. Coale
                                     Director


<PAGE>
                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                              MAY 31, 2003 AND 2002





<PAGE>






                                                     CONTENTS
<TABLE>
<CAPTION>
                                                                                                          Page

<S>                                                                                                        <C>
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........................................................................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........................................................................F - 6

Notes to Financial Statements..............................................................................F - 7
</TABLE>



<PAGE>





                          INDEPENDENT AUDITOR'S REPORT


Patriot Gold Corp.
(Formerly Northern Ostrich Corp.)
(A Development Stage Company)

         We have audited the  accompanying  balance  sheet of Patriot Gold Corp.
(Formerly  Northern  Ostrich Corp.) (A Development  Stage 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  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.) (A Development  Stage 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,  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.)
                          (A Development Stage 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)
  Development Stage Deficit                                                             (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.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                                     Cumulative
                                                                                                       Since
                                                                                                    June 1, 2000
                                                                   For the Years Ended              Inception of
                                                                         May 31,                    Development
                                                          -------------------------------------
                                                                2003                2002               Stage
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                 <C>
Revenues                                                  $               -  $                -  $                -
Cost of Revenues                                                          -                   -                   -
                                                          -----------------  ------------------  ------------------

Gross Margin                                                              -                   -                   -

Expenses:
   General & Administrative                                          23,302               2,630              29,743
                                                          -----------------  ------------------  ------------------

Net Loss from Operations                                            (23,302)             (2,630)            (29,743)

Other Income (Expense)
   Interest, Net                                                          -                   -                   -
                                                          -----------------  ------------------  ------------------

     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.)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                   Cumulative            Accumulated
                                                                                    Currency                During
                                  Preferred Stock      Common Stock        Paid-In Translation  Retained  Development
                                  Shares Par Value   Shares    Par Value   Capital  Adjustment   Deficit     Stage      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.)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                           Deficit
                                                                                   Cumulative            Accumulated
                                                                                    Currency                During
                                  Preferred Stock      Common Stock        Paid-In Translation  Retained  Development
                                  Shares Par Value   Shares    Par Value   Capital  Adjustment   Deficit     Stage      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.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                       Since
                                                                                                    June 1, 2000
                                                                   For the Years Ended              Inception of
                                                                         May 31,                    Development
                                                          -------------------------------------
                                                                2003                2002               Stage
                                                          -----------------  ------------------  ------------------
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.)
                          (A Development Stage 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 development
stage) 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.)
                          (A Development Stage 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.  Since  June 1,  2000,  the  Company  has  ceased
operations and is in the development stage.

         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.

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.

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  translated at year-end  exchange rates while income
and expense  accounts are translated at average rates in effect during the year.
Gains and losses on translation are included in income.


                                      F - 8

<PAGE>


                               PATRIOT GOLD CORP.
                        (Formerly Northern Ostrich Corp.)
                          (A Development Stage 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)

Concentration of Credit Risk

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

Loss per Share

         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.

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.

                                      F - 9

<PAGE>

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

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 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN

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

NOTE 4 - COMMITMENTS

         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.

                                     F - 10

<PAGE>


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

NOTE 5 - STOCK OPTIONS (Continued)
----------------------

         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.

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.




                                     F - 11

<PAGE>


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

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.

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 - 12