Edgar Filing: PATRIOT GOLD CORP

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

Amendment No. 4

(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the fiscal year ended May 31, 2003

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

Commission file number: 000-32919

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

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

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

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

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

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

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

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
--- ---

Explanatory Note

We are filing this Amendment No. 4 to our Annual Report on Form 10-KSB for the
year ended May 31, 2003 to respond to certain comments received by us from the
Staff of the Securities and Exchange Commission ("SEC") in connection with its
review of our Registration Statement on Form SB-2 (File No. 333-112424). Our
financial position and results of operations for the periods presented have been
restated from the financial position and results of operations originally
reported to reclass currency translation adjustment of $12,087 previously
written off in connection with the change in functional currency.

For convenience and ease of reference we are filing this Annual Report in its
entirety with the applicable changes. Unless otherwise stated, all information
contained in this amendment is as of August 26, 2003 the filing date of our
Annual Report on Form 10KSB for the year ended May 31, 2003. Accordingly, this
Amendment No. 4 to the Annual Report on Form 10-KSB/A should be read in
conjunction with our subsequent filings with the SEC.

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

COMPANY HISTORY

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

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

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

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

On June 12, 2003, we issued 13,500,000 Series A 7% Redeemable Preferred Shares
to Mr. Bruce Johnstone, our director and officer, in consideration for his
services; this issuance having been previously approved by a vote of both the
Board of Directors and the majority stockholders. Each Series A 7% Redeemable
Preferred Share has the right to vote with the common shares on all matters
requiring stockholder vote, including without limitation the election of
directors. Mr. Johnstone received the shares in lieu of cash compensation for
the services he provided to us. These services included, without limitation, the
determination to transform the company from the then business of ostrich meat
production to the current business activity of resource exploration and ensuring
that the company would maintain its corporate existence. During this process,
Mr. Johnstone was responsible for finding and securing qualified directors for
the board, which made up the new management team for the company. Along with
this he was also responsible for arranging and closing our July 2003 private
placement financing. These funds provided the necessary funding to secure the
first resource exploration projects which Mr. Johnstone established when he
signed the Letter of Intent with Minquest Inc. on June 27, 2003.

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

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

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

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

PLAN OF OPERATION

We are a natural resource exploration company with an objective of acquiring,
exploring, and if warranted and feasible, developing natural resource
properties. Our primary focus in the natural resource sector is gold. We do not
consider ourselves a "blank check" company required to comply with Rule 419 of
the Securities and Exchange Commission, because we were not organized for the
purpose of effecting, and our business plan is not to effect, a merger with or
acquisition of an unidentified company or companies, or other entity or person.
We do not intend to merge with or acquire another company in the next 12 months.
Though we have the expertise on our board of directors to take a resource
property that hosts a viable ore deposit into mining production, the costs and
time frame for doing so are considerable, and the subsequent return on
investment for our shareholders would be very long term indeed. We therefore
anticipate selling any ore bodies that we may discover to a major mining
company. Most major mining companies obtain their ore reserves through the
purchase of ore bodies found by junior exploration companies. Although these
major mining companies do some exploration work themselves, many of them rely on
the junior resource exploration companies to provide them with future deposits
for them to mine. By selling a deposit found by us to these major mining
companies, it would provide an immediate return to our shareholders without the
long time frame and cost of putting a mine into operation ourselves, and it
would also provide future capital for the company to continue operations.
Natural resource exploration and development requires significant capital and
our assets and resources are limited. Therefore, we anticipate participating in
the natural resource industry through the purchase of small interests in
producing properties, the purchase of property where feasibility studies already
exist or by the optioning of natural resource exploration and development
projects. To date we have several properties under option, and are in the early
stages of exploring these properties.

Minquest Property Option Agreement for Bruner and Vernal Properties

An agreement with Minquest, Inc. gives us the right to purchase 100% of the
mining interests of two Nevada mineral exploration properties currently
controlled by MinQuest, a natural resource exploration company. Together, these
two properties consist of 28 mining claims on a total of 560 acres in the
northwest trending Walker Lane located in western Nevada. We also entered into a
letter of intent in November 2003 to purchase a 100% interest in a mining
property located in the historic Oatman gold mining district. The property is
located some 5 miles northwest to the town of Oatman, with Kingsman, Arizona to
the east, Laughlin, Nevada to the west and Las Vegas, Nevada to the north.
Simultaneous with the execution and delivery of the Property Option Agreement,
we paid MinQuest $12,500. In order to earn a 100% interest in these two
properties, we must pay MinQuest, Inc. and incur expenditures relating to mining
operations in accordance with the following schedule: (i) on or before July 25,
2004, $20,000 to MinQuest and $75,000 in expenditures; (ii) on or before July
25, 2005, $20,000 to MinQuest and an additional $100,000 in expenditures; (iii)
on or before July 25, 2006, $20,000 to MinQuest and an additional $100,000 in
expenditures; (iv) on or before July 25, 2007, $20,000 to MinQuest and an
additional $100,000 in expenditures; and (v) on or before July 25, 2008, an
additional $125,000 in expenditures. If we have not incurred the requisite
expenditures to maintain our option in good standing, we have a 60-day period
subsequent to July 25th to make such payment along with such amount that shall
be deemed to have been an expenditure incurred by us during such period. Since
our payment obligations are non-refundable, if we do not make any payments, we
will lose any payments made and all our rights to the properties. If all said
payments are made, then we will acquire all mining interests in the property,
subject to MinQuest retaining a 3% royalty of the aggregate proceeds received by
us from any smelter or other purchaser of any ores, concentrates, metals or
other material of commercial value produced from the property, minus the cost of
transportation of the ores, concentrates or metals, including related insurance,
and smelting and refining charges, including penalties. Pursuant to the Property
Option Agreement, we have a one-time option to purchase up to 2% of MinQuest's
royalty interest at a rate of $1,000,000 for each 1%. We must exercise our
option 90 days following completion of a bankable feasibility study of the
Bruner and Vernal properties, which, as it relates to a mineral resource or
reserve, is an evaluation of the economics for the extraction (mining),
processing and marketing of a defined ore reserve that would justify financing
from a banking or financing institution for putting the mine into
production.With the expertise provided by our Board of Directors and consulting
geology professionals, all of whom have been compensated by way of the company
stock option plan, we now have the expertise required to decide if we should
invest in a particular project. This decision will be based on information that
will be provided by the vendor or the project and by information collected by
our experts through independent due diligence, and include at least the
following:

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

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

At the Vernal property, mapping (the process of laying out a grid on the land
for area identification where samples are taken) and sampling (the process of
taking small quantities of soil and rock for analysis) has been initiated.
Mapping is the process where. Poorly exposed narrow masses of rock intersecting
other rocks and filling inclined or vertical fractures with quartz minerals
(quartz veining) in volcanic rock that has been sampled and submitted to a
chemical laboratory for analysis. Additional mapping and sampling is ongoing.

Letter of Intent for the Williams Property at Moss Mine

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

The letter of intent grants us an exclusive right to close on the purchase of
the Williams property for six months from the date the contract is executed. The
owners, who are 23 members of an extended family, are represented by Barbara
Williams, a realtor and a member of this extended family. None of the owners,
including Barbara Williams, has or had any relationship or affiliation with us
prior to the agreement for the Williams property.

On February 19, 2004, we executed a formal agreement to purchase the Williams
property for $350,000. We deposited $25,000 with the title company as escrow
agent and three months after signing are required to deposit an additional
$25,000 deposit. When the escrow agent receives signature pages from the 10
sellers, the initial $25,000 deposit shall be delivered to the seller. On the
3-month anniversary from when we signed the definitive agreement, the second
$25,000 belongs to the sellers. On or before the 6-month anniversary from when
we signed the definitive agreement, the balance of $300,000 is due to the
seller.

Seller has delivered to us certain information about the Williams property.
During the 6 month periodafter the signing of the definitive agreement we have
the right to conduct our due diligence on the Williams property and if we decide
not to proceed we have to give the Seller and escrow agent notice no less than
10 days prior to the 6-month anniversary of our intention not to close. During
this period we can not perform mining or remove any ore from the Williams
property. We are responsible for all costs and expenses associates with the
purchase of the Williams property, including escrow fees, cost of feasibility
study, charges resulting from any tests, environmental assessments reports or
surveys, and any exploration activity costs. Once we have concluded our analysis
and have determined that it is feasible to close on the purchase of the Williams
property, doing so will give us full rights to begin mining operations.

Financing

In July 2003 we completed a private placement of shares and warrants which
generatedan aggregate of $367,500 in proceeds, and the private placement we
closed in November 2003 generated $1,080,000 in gross proceeds. In addition, a
further $1,723,650 was obtained from the exercise of stock options issued under
the company's stock option plan. With the funds currently held by the company,
we are adequately funded for all work programs and option commitments for the
next 12 months. Whether or not we will need to raise further funding will be
dependent on the outcome of work programs currently underway, and whether we
pursue additional prospects.

Competition

The natural resource industry is highly competitive in all its phases.
Properties in which we have an interest will encounter strong competition from
many other natural resource companies, including many that possess substantial
financial resources, in acquiring economically desirable producing properties
and exploratory drilling prospects, and in obtaining equipment and labor to
operate and maintain their properties.

We feel that our competitive position compared to other resource exploration
companies is quite good. Many junior resource companies generally have very
little available capital for securing properties of merit, and also lack the
necessary capital required to start or carry on a work program that would be
needed to advance the property. These work programs can cost many hundreds of
thousands of dollars, and can sometimes even run into the millions. On a
relative basis, having raised over $3 million dollars through private placements
and the exercise of options, we are now funded with the necessary capital to
compete for even the most desirable properties and the resources to implement
work programs on the properties that we have secured. With our qualified and
experienced board of directors and group of consultants, who between them have
over 90 years of direct experience working in the geology, mining, and related
financial sectors, we have an outstanding management team that can appraise each
opportunity so as to obtain the best value for our shareholders investment. Many
junior resource companies feel themselves lucky to have only one such expert on
their board, let alone three, and with the addition of our consulting geologist,
we have four veteran resource experts who have experience working at and in many
cases leading exploration projects and mining development projects in many
locations all around the globe. We feel this positions us favorably in front of
most other junior resource exploration and mining companies.

Government Regulation

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

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

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

Employees

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

ITEM 2. DESCRIPTION OF PROPERTY.

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

ITEM 3. LEGAL PROCEEDINGS.

We are not involved in any pending legal proceedings nor are we aware of any
pending or contemplated proceedings against us. We know of no legal proceedings
pending or threatened, or judgments entered against any of our directors or
officers in their capacity as such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

PART II

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

Our common stock was listed on the OTC Bulletin Board under the trading symbol
NORC for the year ending May 31, 2003; however, there was no trading activity
during the year. On June 17, 2003, in connection with our name change we changed
our symbol to PGOL. On June 17, 2003, each issued and outstanding share of
common stock was forward split at a rate of one for seven and six-tenths so that
each share of common stock is equal to 7.6 shares.

OUR TRANSFER AND WARRANT AGENT

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

DIVIDEND POLICY

We have never paid a cash dividend on our Common Stock and do not
anticipate paying cash dividends in the near future. It is our present policy
not to pay cash dividends but to retain earnings, if any, to fund growth and
expansion. Any payment of cash dividends in the future will be dependent upon
our financial condition, results of operations, current and anticipated cash
requirements, plans for expansion, as well as other factors the Board of
Directors deems relevant.

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

RECENT SALES OF UNREGISTERED SECURITIES

On July 25, 2003 we issued 350,000 shares of common stock and 350,000 Class A
warrants, 350,000 Class B warrants, 350,000 Class C warrants and 350,000 Class D
warrants. Each warrant is exercisable, commencing October 25, 2003, for a period
of three years at a price of $1.40, $1.45, $1.50, and $1.55, respectively, for
one share of common stock. The issuance was made pursuant to an exemption under
Section 4(2) of the Securities Act of 1933, as amended.

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

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

Set forth below is certain information as of May 31, 2003 regarding equity
compensation plans that have not been approved by our stockholders. The numbers
indicated below reflect the one for seven and six-tenths (1:7.6) forward split.

EQUITY COMPENSATION PLANS NOT APPROVED BY STOCKHOLDERS

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
----------------------------------------------------------------------------------------------------------------

2003 Stock Option Plan 2,546,000 N/A 2,546,000

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.

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

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

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

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

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

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

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

- Availability, terms and deployment of capital;

- Costs and other effects of legal and administrative proceedings;

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

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

- Other factors referenced in this report.

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

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

OVERVIEW

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

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

RESULTS OF OPERATIONS

Restatement of previously issued financial statements for the year ended May 31,
2003

We have restated our balance sheet at May 31, 2003, and statements of income,
stockholders equity and cash flows for the year ended May 31, 2003. The
restatement impacts the year ended May 31, 2003 but has no effect on the
financial statements issued in prior fiscal years. The restatement corrects an
error within the meaning of APB Opinion No. 20, Accounting Changes, made in the
application of GAAP. We incorrectly wrote off currency translation adjustment in
connection with our change in functional currency. The impact of the restatement
on net loss is $12,087, net of tax for the year ended May 31, 2003.

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 $11,215 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 $11,215, as compared to $2,630 of expenses for the year
ended May 31, 2002. The reason for the increase in our expenses and our net loss
was due an increase in our legal and accounting fees. Losses on operations will
continue until sufficient revenues can be achieved from our anticipated
business.

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

LIQUIDITY AND CAPITAL RESOURCES

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

Cash and cash equivalents from inception to date have been insufficient to
provide the operating capital necessary to operate. The necessary capital to
operate the Company has in the past been provided by the principals of the
Company. On July 25, 2003 we issued 350,000 shares of common stock and 350,000
Class A warrants, 350,000 Class B warrants, 350,000 Class C warrants and 350,000
Class D warrants. This private offering generated gross proceeds of $367,500.
Each warrant is exercisable, commencing October 25, 2003, for a period of three
years at a price of $1.40, $1.45, $1.50, and $1.55, respectively, for one share
of common stock.

GOING CONCERN CONSIDERATION

As indicated in the accompanying balance sheet, as of May 31, 2003 we had no
cash available and accounts payable of $14,059. As a result of the private
placement which was closed in July 2003, we generated gross proceeds of
$367,500. Management believes that such amount will be sufficient to continue
our planned activities for the remainder of the current fiscal year. However, we
anticipate generating losses and therefore we may be unable to continue
operations in the future as a going concern. In addition, on or before July 25,
2004 we are required to incur no less than $75,000 in expenditures in connection
with mining operations as well as paying MinQuest $20,000. Our plans to deal
with this uncertainty include raising additional capital or entering into a
strategic arrangement with a third party. There can be no assurance that our
plans can be realized. No adjustment has been made in the accompanying financial
statements to the amounts and classification of assets and liabilities which
could result should be unable to continue as a going concern.

ITEM 7. FINANCIAL STATEMENTS.

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

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

None.

PART III

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

Set forth below is certain information concerning each person who served as an
executive officer during the year ended May 31, 2003 or is presently a director
of the Company. All officers and directors hold office until their respective
successors are elected and qualified, or until their earlier resignation or
removal. There are no family relationships among any of our directors or
executive officers.

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

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

As of July 21, 2003, Mr. Bruce Johnstone resigned as an officer and director and
Mr. Ronald C. Blomkamp was appointed as the Chairman, President, Chief Executive
and Operating Officer and Secretary. Mr. Blomkamp, 58, holds a Diploma in
Production Engineering from Witwatersrand College for Advanced Technology in
South Africa, and for sixteen years worked at Edward L Bateman (ELB), South
Africa's leading mining services company. He has been a director at Bateman
Mining Products, has worked extensively at the face of many of the world's
deepest gold mines and across several facets of the industry, and has
collaborated with the South African Chamber of Mines on rock mechanics, safety
and efficiency. During this time he acted in a variety of capacities, including
Group Industrial Engineer (1978 - 1981), Engineering Manager (1981 - 1987), and
Technical Director (1987 to 1994), where he oversaw all aspects of plant
production and manufacturing as well as quality assurance and product
development. ELB Group's services included the design and production of mining
equipment for the processing of mineral ore, as well as equipment for mine
excavation and shaft drilling, and the production of equipment for separating
metals from the base rock component. He holds several patents relating to
advanced mining technology. Mr. Blomkamp became our Chairman, President Chief
Executive and Operating Officer and Secretary and a director on July 21, 2003.
He holds no positions in any other public companies, and has no affiliations
with any companies that have gone bankrupt in the last 5 years or with any
company that is subject to any order or decree with respect to securities or
banking industries.

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

Robert A. Sibthorpe has been a director since June 23, 2003, and is an
exploration Geologist and Financial Analyst with more than 30 years of
multi-disciplinary experience in many aspects of the natural resource sector.
Since the beginning of 2003 he has acted as an independent consultant and
director. From March 2003, to November 2003 Mr Sibthorpe sat on the Board of
Freegold Ventures Corp., a Canadian listed public company that is an exploration
stage mining company, and since June of 2001 has provided independent consulting
services to Rare Earth Metals Corp., another Canadian listed public company that
is an exploration stage mining company. From January 2003 to March 2003 Mr.
Sibthorpe was involved with project generation and review for Olympus Pacific
Minerals Ltd., a company listed on the Toronto Venture Exchange that is an
exploration stage mining company. From January, 2001 to January of 2003 Mr.
Sibthorpe acted as Senior Vice President of Business Development in Vancouver
for Ivanhoe Mines Ltd., a Toronto Stock Exchange listed public company that is a
reserve stage and mid-tier copper and iron ore producer, where he was
responsible for evaluating new opportunities, and for advancing properties of
merit already held by the company. By forming and running a "Small Mines Unit",
he was directly responsible for placing into commercial production, an
epithermal gold deposit in Korea and advancing two other Asian gold properties
to the Feasibility Study level. From May of 1999 to January of 2001 Mr.
Sibthorpe was Senior Mining Analyst for Canaccord Capital Corp. (Vancouver), a
private Canadian brokerage house. In 1997 and 1998 Mr. Sibthorpe acted as an
independent consultant and director based out of Phoenix, Arizona, and from May
1997 to August of 2000 acted as an outside director for InnovaCom Inc., a U.S.
public developmental stage technology company that focuses on video compression
technology. Mr. Sibthorpe also acts as a Director for Madison Enterprises, a
Toronto listed public company that is an exploration stage mining company, and
has done so since October of 1996. From June of 1986 to September of 1996 Mr.
Sibthorpe acted as Director and Senior Analyst Corporate Finance (Canada),
working in Toronto and Vancouver for Yorkton Securities Inc., a private
brokerage house. From June of 1979 to May of 1986 he worked at Midland Doherty
Ltd., a brokerage house, as Institutional Mining Analyst and was appointed a
Director and Head of Research for that firm. A graduate of the University of
Toronto in 1971, he began his career as a geologist conducting exploration
programs for mining companies in Canada, the Middle East and the Republic of
South Africa for ten years, and in 1978 completed an MBA at the University of
Toronto.

Robert D. Coale has been a director since June 23, 2003. He is a Professional
Engineer with a specialty in the mining sector. With two engineering degrees
(1963 - MetE. - Colorado School of Mines, 1971 - MSc. - University of the
Witwaterstrand in South Africa) and an MBA from the University of Minnesota
(1982), he has over 30 years of resource related business and management
experience. From November of 1999 to present, Mr. Coale has acted as Senior
Project Manager for EFS West, a privately held engineering and construction
company located in Van Nuys, CA. At EFS West, he is responsible for development
of natural gas and landfill gas (LFG) reciprocating internal combustion (RIC)
engine generator plants from 800 kW to more than 5 MW, and as design engineer
for liquefied and compressed natural gas storage and fueling facilities. He was
a member of the technical advisory board of Andean American Mining Co., a
publicly listed company that is a reserve stage gold mining company, from April
of 2002 to May of 2003. From April of 1996 to November of 1999 Mr. Coale acted
as a consulting Metallurgical/Environmental Engineer. During this time he was
also president of Yuma Copper Corp., a Canadian junior public mining company
that is an exploration stage cooper mining company, and was responsible for
managing activities during the exploration for copper oxides and development of
three separate properties in the Second Region of Chile. He also acted as a
member of the Board of Directors of Francisco Gold Corp., a Canadian publicly
listed junior resource exploration company that is an exploration stage mining
company. From September, 1992 to April, 1996 Mr. Coale again acted as a
consulting engineer. He was responsible for evaluation of mineral properties
worldwide including development of metallurgical processing design and closure
plans for industrial and mine sites. He was also responsible for the technical
direction and management of a group of engineers, scientists, and technicians
involved in landfill and mineral leaching facility design, construction, and
construction quality assurance. From August of 1989 to September of 1992 Mr.
Coale was Technical Director of Mine Reclamation Corporation, a privately held
company located in Palm Springs, California that refurbishes spent mines for
other uses such as waste disposal. He was responsible for the direction of
technical development and environmental permitting of the Eagle Mountain
Project, a 20,000 tons per day municipal solid waste-by-rail landfill in
Southern California including design and engineering of landfill facilities
including liner system, leachate recovery and treatment, and transportation
(rail and truck) facilities. Meetings and Committees of the Board of Directors

Our Board of Directors conducts its business through meetings of the Board.
During the fiscal year ended May 31, 2003, the Board, which consisted of one
individual, adopted 4 resolutions.

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

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

Section 16(a) of the Exchange Act, requires the Company's officers, directors
and persons who beneficially own more than ten percent of the Common Stock to
file reports of securities ownership and changes in such ownership with the
Securities and Exchange Commission. Officers, directors and greater than ten
percent beneficial owners also are required by rules promulgated by the
Securities and Exchange Commission to furnish the Company with copies of all
Section 16(a) forms they file. The Company believes that all reporting persons
complied with all Section 16(a) filing requirements for the year ending May 31,
2003.

ITEM 10. EXECUTIVE COMPENSATION.

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

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

On June 12, 2003, we issued 13,500,000 Series A 7% Redeemable Preferred Shares
to Mr. Bruce Johnstone, our former director and sole officer. Each preferred
share has the right to vote with the common shares on all matters requiring
stockholder vote. The preferred shares are entitled to receive, when and as
declared by the Board, a non-cumulative dividend at the rate of 7% per annum
equal to the redemption price (described below). We have the right to redeem all
or any portion of the outstanding Series A preferred shares at the redemption
price plus any dividends that have been declared but not yet paid. The
redemption price of the preferred shares shall be the par value of said share,
or $0.001 per share. In the event of a liquidation, dissolution or winding up of
the company, the holders of the preferred shares are entitled to receive, prior
to any distributions to the holders of the common stock, the redemption price
for their outstanding shares together with any declared but unpaid dividends.

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

The following table lists, as of July 31, 2003, the number of shares of common
stock beneficially owned by (i) each person or entity known to us to be the
beneficial owner of more than 5% of our outstanding common stock; (ii) each of
our officers and directors; and (iii) all of our officers and directors as a
group. Information relating to beneficial ownership of common stock by our
principal stockholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is deemed to be
a beneficial owner of a security if that person has or shares voting power,
which includes the power to vote or direct the voting of the security, or
investment power, which includes the power to vote or direct the voting of the
security. The person is also deemed to be a beneficial owner of any security of
which that person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he or she may not have
any pecuniary beneficial interest.

The percentages below are calculated based on 10,260,400 shares of common stock
issued and outstanding. Unless indicated otherwise, all addresses below are c/o
Patriot Gold Corp., 102 Donaghy Avenue, North Vancouver, B.C., Canada V7P 2L5.

Officers, Directors,
5% Shareholder No. of Common Shares Beneficial Ownership %
----------------- -------------------- ----------------------

Ronald C. Blomkamp -0- NA
Robert A. Sibthorpe -0- NA
Robert D. Coale -0- NA
Bruce Johnstone -0- NA (1)

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

-----------------------

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

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

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

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

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

(a) Exhibits.

Exhibit No. Description

3.1 Articles of Incorporation of Registrant.*
3.2 Registrant's Restated Articles of Incorporation.**
3.3 By-Laws of Registrant.*
4.1 Specimen common stock Certificate.*
4.2 Form of Class A Warrant****
4.3 Form of Class B Warrant****
4.4 Form of Class C Warrant****
4.5 Form of Class D Warrant****
4.6 Warrant Agreement****
10.1 Property Option Agreement dated as of July 25, 2003 between MinQuest
Inc. and Patriot Gold Corporation****
10.2 Stock Option Plan***
24.1 Consent of Robison, Hill & Co.
31 Certification of Principal Executive and Financial Officer Pursuant to
18 U.S.C Section 1350 as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32 Certification of Principal Executive and Financial Officer Pursuant to
18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

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

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

PATRIOT GOLD CORP.
(FORMERLY NORTHERN OSTRICH CORP.)
(AN EXPLORATION STATE COMPANY)

-:-

INDEPENDENT AUDITOR'S REPORT

MAY 31, 2003 AND 2002

CONTENTS

Page

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

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

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

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

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

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

INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying balance sheet of Patriot Gold Corp.
(Formerly Northern Ostrich Corp.) (An Exploration State Company) as of May 31,
2003 and 2002, and the related statements of operations and cash flows for the
two years ended May 31, 2003 and 2002 and the cumulative period June 1, 2000
(inception of exploration state) to May 31, 2003, and the statements of
stockholders' equity since November 30, 1998 (inception) to May 31, 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Patriot Gold Corp.
(Formerly Northern Ostrich Corp.) (An Exploration State Company) as of May 31,
2003 and 2002, and the results of its operations and its cash flows for the
years ended May 31, 2003 and 2002 and the cumulative period June 1, 2000
(inception of exploration state) to May 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.

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

Respectfully Submitted,

/S/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
September 28, 2004

F - 1

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

May 31,
--------------------------------------
2003 2002
------------------ ------------------

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 (16,361) (16,361)
Deficit Accumulated Since Inception of Exploration State (17,656) (6,441)
Retained Deficit (41,082) (41,082)
------------------ ------------------

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

Total Liabilities and
Stockholders' Equity $ - $ -
================== ==================

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

F - 2

PATRIOT GOLD CORP.
(Formerly Northern Ostrich Corp.)
(An Exploration State Company)
STATEMENTS OF OPERATIONS
(Restated)

Cumulative
Since
June 1, 2000
For the Years Ended Inception of
May 31, Exploration
-------------------------------------
2003 2002 State
----------------- ------------------ ------------------

Revenues $ - $ - $ -
Cost of Revenues - - -
----------------- ------------------ ------------------

Gross Margin - - -

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

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

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

Net Loss $ (11,215) $ (2,630) $ (17,656)
================= ================== ==================

Basic & Diluted loss per share $ - $ -
================= ==================

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

F - 3

PATRIOT GOLD CORP.
(Formerly Northern Ostrich Corp.)
(An Exploration State Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Restated)

Deficit
Cumulative Accumulated
Currency During
Preferred Stock Common Stock Paid-In Translation Retained Exploration
Shares Par Value Shares Par Value Capital Adjustment Deficit State Total
---- ---- ------------ ------- ------- ------- ---------- ---------- ----------

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)

F - 4

PATRIOT GOLD CORP.
(Formerly Northern Ostrich Corp.)
(An Exploration State Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Restated)
(Continued)

Deficit
Cumulative Accumulated
Currency During
Preferred Stock Common Stock Paid-In Translation Retained Exploration
Shares Par Value Shares Par Value Capital Adjustment Deficit State Total
------- ------- ---------- ------- ------- ------- ------- ------- ----------

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 -- -- -- -- -- -- (11,215) (11,215)
Currency Translation Adjustment -- -- -- -- -- -- -- -- --
------- ------- ---------- ------- ------- ------- ------- ------- ----------
Total Comprehensive Loss -- -- -- -- -- -- -- (11,215) (11,215)
------- ------- ---------- ------- ------- ------- ------- ------- ----------

Balance at May 31, 2003 -- $ -- 15,230,400 $15,230 $45,810 $(16,361) $(41,082) $(17,656) $ (14,059)
======= ======= ========== ======= ======= ======= ======= ======= ==========

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

F - 5

PATRIOT GOLD CORP.
(Formerly Northern Ostrich Corp.)
(An Exploration State Company)
STATEMENTS OF CASH FLOWS
(Restated)

Cumulative
Since
June 1, 2000
For the Years Ended Inception of
May 31, Exploration
-------------------------------------
2003 2002 State
----------------- ------------------ ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:

Net Loss $ (11,215) $ (2,630) $ (17,656)
Adjustments to reconcile net loss to net
cash used in operating activities:
Increase (Decrease) in accounts payable 7,243 550 7,816
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 $ - $ - $ -

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

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

F - 6

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

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Restatement of previously issued financial statements for the year ended May 31,
2003

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 $18,000 for the period from June 1, 2000 (inception of exploration
state) to May 31, 2003 and requires additional financing in order to finance its
business activities on an ongoing basis. The Company is actively pursuing
alternative financing and has had discussions with various third parties,
although no firm commitments have been obtained. In the interim, shareholders of
the Company have committed to meeting its minimal operating expenses.

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

F - 7

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

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

Nature of Operations and Going Concern (Continued)

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.

Organization and Basis of Presentation

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

Nature of Business

The Company has no products or services as of May 31, 2003. The Company
operated from November 30, 1998 through approximately May 31, 2000 in the
production of ostrich meat. On June 1, 2000, the Company ceased operations.

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

Cash and Cash Equivalents

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

F - 8

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

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

Pervasiveness of Estimates

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

Concentration of Credit Risk

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

Foreign Currency Translation

The Company's functional currency is the Canadian dollar and the
reporting currency is the U.S. Dollar. All elements of financial statements are
translated using a current exchange rate. For assets and liabilities, the
exchange rate at the balance sheet date is used. Stockholders' Equity is
translated using the historical rate. For revenues, expenses, gains and losses
the weighted average exchange rate for the period is used. Translation gains and
losses are included as a separate component of stockholders' equity. Gain and
losses resulting from foreign currency transactions are included in net income.

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

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

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

Loss per Share (Restated)

The reconciliations of the numerators and denominators of the basic
loss per share computations are as follows:

Per-Share
Income Shares Amount
------ ------ ------
(Numerator) (Denominator)

For the Year Ended May 31, 2003
BASIC LOSS PER SHARE

Loss to common shareholders $ (11,215) 15,230,400 $ -
================== =================== ==================

For the Year Ended May 31, 2002
BASIC LOSS PER SHARE
Loss to common shareholders $ (2,630) 15,230,400 $ -
================== =================== ==================

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.

Stock Based Compensation

The Company accounts for the fair value of its stock compensation
grants in accordance with FASB Statement 123. The fair value of each stock
option granted is estimated using the Black- Scholes option-pricing model.

NOTE 2 - INCOME TAXES

As of May 31, 2003, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $58,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

F - 10

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

NOTE 3 - EXPLORATION STATE COMPANY/ GOING CONCERN

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

NOTE 4 - RELATED PARTY TRANSACTIONS

As of May 31, 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 - 11

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

NOTE 5 - STOCK OPTIONS (Continued)

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. As of
May 31, 2003 and 2002, no stock options have been granted or are outstanding.
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.

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.

F - 12

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

NOTE 7 - PREFERRED STOCK (Continued)

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

NOTE 8 - SUBSEQUENT EVENTS

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

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

F - 13

ITEM 14. CONTROLS AND PROCEDURES.

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

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

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

GLOSSARY OF TECHNICAL TERMS

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

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

GEOLOGIC MAPPING. Producing a plan map of the rock types, structure and
alteration.

GROUND MAGNETIC SURVEY. Recording variations in the earth's magnetic field and
plotting same.

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

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

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

SIGNATURES

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

Patriot Gold Corp.
(Registrant)

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

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

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

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