UNITED
      STATES


***SECURITIES
      AND EXCHANGE COMMISSION***


WASHINGTON,
      D.C. 20549





**______________________**





**FORM
      10-QSB**


**______________________**




x
                  **QUARTERLY
                      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF
                      1934**
  **For
        the quarterly period ended June 30, 2004**
 
 o
                    **TRANSITION
                        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                        EXCHANGE ACT OF
                        1934**
  **For
        the transition period from ______ to ______**


Commission
      file number: **33-17264-NY**





**PATCO
      INDUSTRIES, LTD.**


**** (Exact
      name of small business issuer as specified in its charter)





**Delaware**
            
            **11-2856146**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                Number)**295
                East Main Street, Suite 1**
              **Ashland,
                Oregon**
            
            **97520**(Address
                of principal executive offices)
            
            (Zip
                Code)Issuer’s
                telephone number:**(541)
                482-9106**











Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period that the issuer was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.


Yes
o
      No x





There
      were 178,562,500 shares of common stock outstanding on July 14,
      2005.





Transitional
      Small Business Disclosure Format: Yes o No x


















**TABLE
      OF CONTENTS**







**PART
                I. FINANCIAL INFORMATION**Item
                1.
            Financial
                StatementsBalance
                Sheet as of June 30, 2004 and December 31, 2003
            1Statement
                of Operations for the Three and Six Months Ended June 30, 2004 and
                2003
            2Statement
                of Cash Flows for the Three and Six Months Ended June 30, 2004 and
                2003
            3Notes
                to Unaudited Financial Statements
            4Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation
            8Item
                3.
            Controls
                and Procedures
            8**PART
                II. OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            9Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            9Item
                3.
            Defaults
                Upon Senior Securities
            9Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            9Item
                5.
            Other
                Information
            9Item
                6.
            Exhibits
            10




























**PART
      I. FINANCIAL INFORMATION**




**ITEM
              1.**
            **FINANCIAL
                STATEMENTS**









**Patco
                Industries, Ltd.****Balance
                Sheet**(Amounts
                expressed in United States dollars unless otherwise
                stated)June
                30,
            
            December
                31,2004
            
            2003ASSETS
            
            (Unaudited)Total
                Assets
            
            $
            —
            
            $
            —LIABILITIES
                & STOCKHOLDERS’ EQUITYTotal
                Liabilities
            
            $
            —
            
            $
            —Stockholders’
                Equity:Common
                Stock - 300,000,000 shares authorized;
            
            
            179
            
            
            179178,562,500
                issued and outstandingAccumulated
                deficit
            
            
            (179
            )
            
            (179
            )Total
                Stockholders' Equity
            
            
            —
            
            
            —Total
                Liabilities & Stockholders’ Equity
            
            $
            —
            
            $
            —






































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





1








**Patco
                Industries, Ltd.****Statement
                of Operations**(Amounts
                expressed in United States dollars unless otherwise stated)
              (Unaudited)For
                The Three Months Ended
            
            For
                The Six Months EndedJune
                30,
            
            June
                30,2004
            
            2003
            
            2004
            
            2003Other
                Income (Expense)
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Total
                other income (expense)
            
            
            —
            
            
            —
            
            
            —
            
            
            —Net
                loss
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Basic
                and diluted loss per common share
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Basic
                and diluted weighted average shares
              outstanding
            
            
            178,562,500
            
            
            178,562,500
            
            
            178,562,500
            
            
            178,562,500












































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





2







**Patco
                  Industries, Ltd.****Statement
                  of Cash Flows**(Amounts
                  expressed in United States dollars unless otherwise stated)
                (Unaudited)For
                  The Three Months Ended
              
              For
                  The Six Months EndedJune
                  30,
              
              June
                  30,2004
              
              2003
              
              2004
              
              2003Cash
                  flows from operations:
                Net
                  loss
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Net
                  cash provided by (used in) operations
              
              
              —
              
              
              —
              
              
              —
              
              
              —Cash
                  flows from investing--
              
              
              —
              
              
              —
              
              
              —
              
              
              —Cash
                  flows from financing--
              
              
              —
              
              
              —
              
              
              —
              
              
              —Increase
                  (decrease) in cash
              
              
              —
              
              
              —
              
              
              —
              
              
              —Cash,
                  beginning balance
              
              
              —
              
              
              —
              
              
              —
              
              
              —Cash,
                  ending balance
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —
































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





3








**Patco
      Industries, Ltd.**


**Notes
      to Unaudited Financial Statements**


**June
      30, 2004**











NOTE
      1 -
      SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES





Description
      of Business





The
      Company has no operations and does not carry on business. It was incorporated
      in
      Delaware on March 20, 1987 under the name Redwing Ventures, Inc., and changed
      its name to Patco Industries, Ltd. on June 16, 1989.





The
      unaudited financial statements and notes are presented as permitted by Form
      10-QSB. These financial statements have been prepared by the Company pursuant
      to
      the rules and regulations of the Securities and Exchange Commission (the “SEC”).
      Certain information and footnote disclosures, normally included in financial
      statements prepared in accordance with generally accepted accounting principles,
      have been omitted pursuant to such SEC rules and regulations. The accompanying
      financial statements at June 30, 2004 and for the three and six-month periods
      ended June 30, 2004 and 2003 are unaudited, but include all adjustments,
      consisting of normal recurring entries, which the Company’s management believes
      to be necessary for a fair presentation of the periods presented. Interim
      results are not necessarily indicative of results for a full year. The
      statements should be read in conjunction with the Company’s audited financial
      statements in its Annual Report on Form 10-K filed with the SEC. The Company’s
      operating results will fluctuate for the foreseeable future. Therefore,
      period-to-period comparisons should not be relied upon as predictive of the
      results in future periods.





Estimates





The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires 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 revenue and expenses during the reporting period. Actual
      results could differ from those estimates.





Cash
      and cash equivalents





The
      Company does not maintain a cash balance. For the purpose of the statements
      of
      cash flows, all highly liquid investments with an original maturity of three
      months or less are considered to be cash equivalents.





Loss
      per share





Net
      loss
      per share is provided in accordance with Statement of Financial Accounting
      Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per share is
      computed by dividing losses available to common stockholders by the weighted
      average number of common shares outstanding during the period. The Company
      had
      no dilutive common stock equivalents, such as stock options or warrants as
      of
      June 30, 2004.





Segment
      reporting





The
      Company follows Statement of Financial Accounting Standards No. 130,
      "Disclosures About Segments of an Enterprise and Related Information". The
      Company operates as a single segment and will evaluate additional segment
      disclosure requirements as it expands its operations.





Dividends





The
      Company has not yet adopted any policy regarding payment of dividends. No
      dividends have been paid or declared since inception.




4





Income
      taxes





The
      Company follows Statement of Financial Accounting Standard No. 109, "Accounting
      for Income Taxes" ("SFAS No. 109") for recording the provision for income taxes.
      Deferred tax assets and liabilities are computed based upon the difference
      between the financial statement and income tax basis of assets and liabilities
      using the enacted marginal tax rate applicable when the related asset or
      liability is expected to be realized or settled. Deferred income tax expenses
      or
      benefits are based on the changes in the asset or liability each period. If
      available evidence suggests that it is more likely than not that some portion
      or
      all of the deferred tax assets will not be realized, a valuation allowance
      is
      required to reduce the deferred tax assets to the amount that is more likely
      than not to be realized. Future changes in such valuation allowance are included
      in the provision for deferred income taxes in the period of change.





Deferred
      income taxes may arise from temporary differences resulting from income and
      expense items reported for financial accounting and tax purposes in different
      periods. Deferred taxes are classified as current or non-current, depending
      on
      the classification of assets and liabilities to which they relate. Deferred
      taxes arising from temporary differences that are not related to an asset or
      liability are classified as current or non-current depending on the periods
      in
      which the temporary differences are expected to reverse.





Recent
      pronouncements





In
      November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of
      ARB No. 43, Chapter 4”. The amendments made by Statement 151 clarify that
      abnormal amounts of idle facility expense, freight, handling costs, and wasted
      materials (spoilage) should be recognized as current period charges and require
      the allocation of fixed production overheads to inventory based on the normal
      capacity of the production facilities. The guidance is effective for inventory
      costs incurred during fiscal years beginning after June 15, 2005. Earlier
      application is permitted for inventory costs incurred during fiscal years
      beginning after November 23, 2004.





In
      December 2004, the FASB issued SFAS No.152, “Accounting for Real Estate
      Time-Sharing Transactions, an amendment of FASB Statements No. 66 and 67 (SFAS
      152)”. The amendments made by Statement 152 amend FASB Statement No. 66,
      Accounting for Sales of Real Estate, to reference the financial accounting
      and
      reporting guidance for real estate time-sharing transactions that is provided
      in
      AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
      Transactions. This Statement also amends FASB Statement No. 67, Accounting
      for
      Costs and Initial Rental Operations of Real Estate Projects, to state that
      the
      guidance for (a) incidental operations and (b) costs incurred to sell real
      estate projects does not apply to real estate time-sharing transactions. The
      accounting for those operations and costs is subject to the guidance in SOP
      04-2. This Statement is effective for financial statements for fiscal years
      beginning after June 15, 2005, with earlier application encouraged.





In
      December 2004, the FASB issued SFAS No.153, “Exchanges of Nonmonetary Assets, an
      amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions.” The
      amendments made by Statement 153 are based on the principle that exchanges
      of
      nonmonetary assets should be measured based on the fair value of the assets
      exchanged. Further, the amendments eliminate the narrow exception for
      nonmonetary exchanges of similar productive assets and replace it with a broader
      exception for exchanges of nonmonetary assets that do not have commercial
      substance. Previously, Opinion 29 required that the accounting for an exchange
      of a productive asset for a similar productive asset or an equivalent interest
      in the same or similar productive asset should be based on the recorded amount
      of the asset relinquished. Opinion 29 provided an exception to its basic
      measurement principle (fair value) for exchanges of similar productive assets.
      The Board believes that exception required that some nonmonetary exchanges,
      although commercially substantive, be recorded on a carryover basis. By focusing
      the exception on exchanges that lack commercial substance, the Board believes
      this Statement produces financial reporting that more faithfully represents
      the
      economics of the transactions. The Statement is effective for nonmonetary asset
      exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
      application is permitted for nonmonetary asset exchanges occurring in fiscal
      periods beginning after the date of issuance. The provisions of this Statement
      shall be applied prospectively.





In
      December 2004, the FASB issued SFAS No.123 (revised 2004), “Share-Based
      Payment”. Statement 123(R) will provide investors and other users of financial
      statements with more complete and neutral financial information by requiring
      that the compensation cost relating to share-based payment transactions be
      recognized in financial statements. That cost will be measured based on the
      fair
      value of the equity or liability instruments




5




issued.
      Statement 123(R) covers a wide range of share-based compensation arrangements
      including share options, restricted share plans, performance-based awards,
      share
      appreciation rights, and employee share purchase plans. Statement 123(R)
      replaces FASB Statement No. 123, Accounting for Stock-Based Compensation, and
      supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees.
      Statement 123, as originally issued in 1995, established as preferable a
      fair-value-based method of accounting for share-based payment transactions
      with
      employees. However, that Statement permitted entities the option of continuing
      to apply the guidance in Opinion 25, as long as the footnotes to financial
      statements disclosed what net income would have been had the preferable
      fair-value-based method been used. Public entities (other than those filing
      as
      small business issuers) will be required to apply Statement 123(R) as of the
      first interim or annual reporting period that begins after June 15, 2005.





In
      December 2004, the FASB issued two Staff Positions, FSP FAS 109-1, Application
      of FASB Statement 109 “Accounting for Income Taxes” to the Tax Deduction on
      Qualified Production Activities Provided by the American Job Creation Act of
      2004, and FSP FAS 109-2 Accounting and Disclosure Guidance for the Foreign
      Earnings Repatriation Provision within the American Jobs Creation Act of 2004.





NOTE
      2 -
      GOING CONCERN





These
      financial statements have been prepared in accordance with generally accepted
      accounting principles applicable to a going concern which contemplates the
      realization of assets and the satisfaction of liabilities and commitments in
      the
      normal course of business. The Company is a shell corporation with no operations
      or income. The Company is exploring the possibility of engaging in a reverse
      merger with a private company that has current operations. There can be no
      assurance that the Company will be successful at consummating such a
      transaction.





These
      conditions raise substantial doubt about the Company's ability to continue
      as a
      going concern. These financial statements do not include any adjustments that
      might arise from this uncertainty.





NOTE
      3 -
      INCOME TAXES





The
      Company accounts for income taxes under Statement of Financial Accounting
      Standards No. 109, “Accounting
      for
      Income Taxes”
      (“SFAS No.
      109”), which
      requires use of the liability method. SFAS No. 109 provides that deferred tax
      assets and liabilities are recorded based on the differences between the tax
      bases of assets and liabilities and their carrying amounts for financial
      reporting purposes, referred to as temporary differences. Deferred tax assets
      and liabilities at the end of each period are determined using the currently
      enacted tax rates applied to taxable income in the periods in which the deferred
      tax assets and liabilities are expected to be settled or realized.





The
      provision for income taxes differs from the amount computed by applying the
      statutory federal income tax rate to income before provision for income taxes.
      The sources and tax effects of the differences are as follows:


U.S. federal statutory
                rate
              (34.0%
              )Valuation
                reserve
              34.0%Total
              —
                  %
 As
        of
        June 30, 2004, the Company has a net operating loss carryforward of $179
        for tax
        purposes, which will be available to offset future taxable income. If not
        used,
        this carryforward will expire in 2022. The deferred tax asset relating to
        the
        operating loss carryforward has been fully reserved.





NOTE
      4 -
      FIXED ASSETS





The
      Company does not own or lease fixed assets. There were no fixed asset additions
      or deletions during the three months ended June 30, 2004. The Company recorded
      no depreciation expense for the three months ended June 30, 2004.




6





NOTE
      5 -
      RELATED PARTY TRANSACTIONS





The
      Company does not lease or rent any property. The Company’s office services are
      provided without charge by its current Chief Executive Officer. Such costs
      are
      immaterial to the financial statements and, accordingly, have not been reflected
      therein.





NOTE
      6 -
      STOCKHOLDERS' EQUITY





There
      were 178,562,500 shares of common stock outstanding on June 30, 2005. There
      have
      been no issuances of common stock during the past three years.





NOTE
      7 -
      WARRANTS AND OPTIONS





There
      are
      no warrants or options outstanding to acquire any additional shares of common
      stock.





NOTE
      8 -
      SUBSEQUENT EVENT





The
      Company has entered an Agreement and Plan of Reorganization (the “Agreement”)
      dated May 5, 2005 with Spectral Molecular Imaging, Inc., a Nevada corporation
      (“Spectral”), as amended effective as of June 30, 2005, pursuant to which, on
      the terms and subject to the conditions of the Agreement, the Company will
      acquire Spectral as a wholly-owned subsidiary. The acquisition will be
      accomplished through the merger (the “Merger”) of a newly formed subsidiary of
      the Company with and into Spectral, with Spectral as the surviving corporation
      and to issue shares of Company common stock to the stockholders of Spectral.
      It
      is anticipated that prior to the Merger, the Company will effect a reverse
      stock
      split of approximately .00434 for one of the outstanding shares of Company
      Common Stock so that the Company will have 825,000 shares of Company Common
      Stock issued and outstanding immediately prior to the Merger.




Upon
      the
      effectiveness of the Merger, each share of Spectral Common Stock issued and
      outstanding immediately prior to the Merger shall be converted into one share
      of
      Company Common Stock and each outstanding option or warrant to purchase Spectral
      Common Stock, whether or not then exercisable, shall be converted into an option
      or warrant to purchase one share of Company Common Stock at a price equal to
      the
      exercise price in effect immediately prior to the Merger.




Completion
      of the merger is subject to certain closing conditions, including Spectral
      completing a financing of a minimum of $850,000, which may be increased by
      Spectral in its sole discretion to up to $2,000,000, in gross offering proceeds
      from the sale of Spectral equity securities. The completion of the Merger is
      expected to be on or before September 30, 2005. However, there can be no
      assurance that the Company will be successful at consummating this
      transaction.










7





**ITEM
              2.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSISOR
                PLAN OF OPERATION**




This
      quarterly report contains forward-looking statements within the meaning of
      the
      federal securities laws. These include statements about our expectations,
      beliefs, intentions or strategies for the future, which Patco Industries, Ltd.
      (the “Company”) indicates by words or phrases such as
“anticipate,”“expect,”“intend,”“plan,”“will,”“the Company believes,”“management
      believes” and similar language. The forward-looking statements are based on the
      Company’s current expectations and are subject to certain risks, uncertainties
      and assumptions. The Company’s actual results may differ materially from results
      anticipated in these forward-looking statements. The Company bases its
      forward-looking statements on information currently available to it, and the
      Company assumes no obligation to update them.




The
      Company has no operations or income and does not carry on business. The Company
      is exploring the possibility of engaging in a reverse merger with a private
      company that has current operations. There can be no assurance that the Company
      will be successful at consummating such a transaction.




**ITEM
              3.**
            **CONTROLS
                AND PROCEDURES**




The
      Company’s Chief Executive Officer and principal financial officer, William C.
      Patridge, has concluded, based on his evaluation as of the end of the period
      covered by this report, that the Company’s disclosure controls and procedures
      (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
      15d-15(e)) are effective to ensure that information required to be disclosed
      in
      the 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 Securities and Exchange Commission’s rules and forms, and that
      such information is accumulated and communicated to the Company’s management,
      including William C. Patridge, its Chief Executive Officer and principal
      financial officer, as appropriate, to allow timely decisions regarding required
      disclosures.




There
      has
      been no change in the Company’s internal controls over financial reporting
      during its most recent fiscal quarter that has materially affected, or is
      reasonably likely to materially affect, its internal controls over financial
      reporting.










8








**PART
      II. OTHER INFORMATION**




**ITEM
              1.**
            **LEGAL
                PROCEEDINGS.**




None.




**ITEM
              2.**
            **UNREGISTEREDSALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS**




None.




**ITEM
              3.**
            **DEFAULTS
                UPON SENIOR SECURITIES.**




None.




**ITEM
              4.**
            **SUBMISSIONOF
                MATTERS TO A VOTE OF SECURITY HOLDERS.**




None.




**ITEM
              5.**
            **OTHERINFORMATION.**




The
      Company has entered an Agreement and Plan of Reorganization (the “Agreement”)
      dated May 5, 2005 with Spectral Molecular Imaging, Inc., a Nevada corporation
      (“Spectral”), as amended effective as of June 30, 2005, pursuant to which, on
      the terms and subject to the conditions of the Agreement, the Company will
      acquire Spectral as a wholly-owned subsidiary. The acquisition will be
      accomplished through the merger (the “Merger”) of a newly formed subsidiary of
      the Company with and into Spectral, with Spectral as the surviving corporation
      and to issue shares of Company common stock to the stockholders of Spectral.
      It
      is anticipated that prior to the Merger, the Company will effect a reverse
      stock
      split of approximately .00434 for one of the outstanding shares of Company
      Common Stock so that the Company will have 825,000 shares of Company Common
      Stock issued and outstanding immediately prior to the Merger.




Upon
      the
      effectiveness of the Merger, each share of Spectral Common Stock issued and
      outstanding immediately prior to the Merger shall be converted into one share
      of
      Company Common Stock and each outstanding option or warrant to purchase Spectral
      Common Stock, whether or not then exercisable, shall be converted into an option
      or warrant to purchase one share of Company Common Stock at a price equal to
      the
      exercise price in effect immediately prior to the Merger.




Completion
      of the merger is subject to certain closing conditions, including Spectral
      completing a financing of a minimum of $850,000, which may be increased by
      Spectral in its sole discretion to up to $2,000,000, in gross offering proceeds
      from the sale of Spectral equity securities. The completion of the Merger is
      expected to be on or before September 30, 2005. However, there can be no
      assurance that the Company will be successful at consummating this
      transaction.




9


**ITEM
                6.**
            **EXHIBITS**




**Exhibit**
              **Number**
            **Description**31.1
            Certification
                of the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act31.2
            Certification
                of the principal financial officer pursuant to Section 302 of the
                Sarbanes-Oxley Act32
            Certification
                pursuant to Section 906 of the Sarbanes-Oxley Act













10





**SIGNATURES**







Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf by the undersigned thereunto
      duly authorized.




PATCO
                INDUSTRIES, LTD.
              (Registrant)Date:July
                14, 2005
            By:/s/
                William C. Patridge
              William
                C. Patridge
              Chief
                Executive Officer (principal executive officer and principal financial
                and
                accounting officer)











11