10KSB/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB/A

[X ]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2007
[    ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to _____________
Commission file number _0-33065________________________

Golden Patriot, Corp. Name of Small Business Issuer
Nevada (State or other jurisdiction of incorporation or organization)	98-0216152 (I.R.S. Employer Identification No.)
626 RexCorp Plaza Uniondale, New York     (Address of principal executive offices)	11556 (Zip Code)
Issuer's telephone number: (516) 522-2823
Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:
Common Shares, $0.001 par value (Title of class)

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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of 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 ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [X] No

The issuer had no revenues for the year ended April 30, 2007.

The aggregate market value of the voting stock held by non-affiliates of the registrant as of August 10, 2007, based on the closing trading price of the day of $0.025 for the issuer’s Common Shares, $0.001 par value (the “Common Shares”) was $1,761,222.

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The number of shares outstanding of the issuer's common equity, as of August 10, 2007, was 94,912,895.

Transitional Small Business Disclosure Format (Check one):

Yes_______

No    X     

Certain statements in this Annual Report on Form 10-KSB, or the Report, are "forward-looking statements."  These forward-looking statements include, but are not limited to, statements about the plans, objectives, expectations and intentions of Golden Patriot, Corp.  a Nevada corporation (referred to in this Report as “we,” “us” or “our,”) and other statements contained in this Report that are not historical facts.  Forward-looking statements in this Report or hereafter included in other publicly available documents filed with the Securities and Exchange Commission, or the SEC, reports to our shareholders and other publicly available statements issued or released by us involve known and unknown risks, uncertainties and other factors which could cause our actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expre ssed or implied by such forward-looking statements.  Such future results are based upon management's best estimates based upon current conditions and the most recent results of operations.  When used in this Report, the words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are generally intended to identify forward-looking statements.  Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including our plans, objectives, expectations and intentions and other factors discussed under "Risk Factors."

PART I

Glossary

Alteration	Any change in the mineral composition of a rock brought about by physical or chemical means.
Assay	A chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained.
Exploration stage	An exploration stage prospect typically involves testing one or more targets within an area which has been determined to have merit, first with a combination of geological, geochemical and geophysical analysis, and then, once better defined targets have been identified information necessary to develop a three dimensional geologic model of the mineralized zone is evaluated, which could be used to demonstrate mineralized materials and/or mineral reserves.
Development stage	After the feasibility stage a company could decide to bring the property into production. The process of bringing a mine from the feasibility stage to the production stage is the development stage. It is during this stage that costs are capitalized for US financial reporting purposes. Construction activities carried out during the development stage may include shaft sinking, crosscutting, drifting and raising, stripping, processing plant construction, leach pad construction, tailings impoundment and infrastructure construction (roads, power, water, ports, etc.)
Feasibiltiy studies	Studies gathering together the information that is required for a decision whether and how to proceed further. A study of this kind may vary from a preliminary estimate of mill cost to a very complete survey that may include a market analysis, mining plan with ore grades and mining cost, metallurgical testing, process development, plans for the mill, cash flow analysis, etc.
Geophysical Survey	A scientific method of prospecting that measures the physical properties of rock formations. Common properties investigated include magnetism, specific gravity, electrical conductivity and radioactivity.

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Geology	The science concerned with the study of the rocks which compose the earth.
Geophysicist	One who studies the earth; in particular the physics of the solid earth, the atmosphere and the earth’s magnetosphere.
Mining	Mining is the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product. Exploration continues during the mining process and, in many cases, mineral reserves are expanded during the life of the mine operations as the exploration potential of the deposit is realized.
Mineralization MMI Geochemical Survey	The concentration of metals and their chemical compounds within a body of rock. A natural occurrence in rocks or soil of one or more metal yielding minerals. The MMI process is designed to detect metal ions released from buried mineralization. The inventors of the MMI technique propose that certain metal ions, such as uranium, rise vertically from their source and become loosely-bound to soil particles at surface. In the laboratory, a partial leaching process extracts ions from collected soil particles, thus analyzing only the ions and not the soil itself. NSR
NSR Qualified Person Radiometrics	Net Smelter Royalty Is a an individual who is an engineer or a geoscientist with at least five years of experience relevant to the nature of the current project, and is a member of a “professional association”. Uranium, thorium, and potassium occur naturally in earth materials, and being radioactive, anomalous concentration may be detected by radiometric surveys. Only gamma radiation is useful in exploration, because alpha and beta emissions are masked by a thin cover of soil, water, or air. Gamma ray emissions penetrate only a few inches of soil or a few hundred feet of air, so that the radioactive ore deposit must virtually outcrop at the surface to be detected.
Reserve	That part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves consist of:

(1)

Proven (Measured) Reserves. Reserves for which: (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established.

(2)

Probable (Indicated) Reserves. Reserves for which quantity and grade and/or quality are computed from information similar to that used for proven (measured) reserves, but the sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven (measured) reserves, is high enough to assume continuity between points of observation.

Scintilometer

Gamma ray scintillometer for uranium prospecting and all total count gamma ray reconnaissance surveys.

Vein An occurrence of ore with an irregular development in length, width and depth usually from an intrusion of igneous rock.

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 Item 1.

Description of Business.

Our Development

We are a corporation organized under the laws of the State of Nevada on November 24, 1998.  We were incorporated under the name “Herrimen Oil & Gas Inc.” and our articles were amended on April 2, 2003 to change our name to “Boundaries Capital, Inc.”  We amended our articles to change our name to “Golden Patriot, Corp.” on October 10, 2003 to better reflect our change in business to a mining company.

We have a wholly owned Nevada subsidiary, Golden Patriot Nevada, Corp., (formerly Vocalwave Software Inc,).  Our subsidiary was incorporated on August 5, 2003, and we acquired the company on August 5, 2003.  Our subsidiary has been inactive thus far.

Our Current Business

We are engaged in the exploration of our Lucky Boy uranium property in Arizona and we may choose to explore our Debut mineral properties in Nevada.  

Lucky Boy Property

By an option agreement dated March 17, 2005, we were granted an option by Handley Minerals Inc. (“Handley”) to acquire up to a 100% interest in 14 mineral claims and an 80 acre State Lease (the “Lucky Boy Prospect”) located in Gila County, Arizona.  We acquired a 60% interest in the Lucky Boy Prospect by exercising the option.  As of the date of this Annual Report, we have paid approximately $494,102 on exploration and development of this prospect.  The Lucky Boy Prospect is subject to a 3% yellow cake royalty.  

Pursuant to our original agreement with Handley Minerals Inc., if we chose to fully exercise our option we were obligated to pay the following:

(a) make a property payment of $25,000 upon execution, which we paid;

(b) make a property payment of $25,000 on March 17, 2006, of which we paid $10,000 in advance and $15,000 on April 17, 2006;

(c)  to incur $200,000 in exploration and development costs by March 17, 2006, but only approximately $150,000 was incurred by March 17, 2006 and the rest was incurred during the year ended April 30, 2007;

(d) make a property payment of $25,000 on March 17, 2007, which was not paid;

(e) to incur $300,000 in exploration and development costs by March 17, 2007, which were incurred; and

(f) to incur $425,000 in exploration and development costs by March 17, 2008.

On March 17, 2006, Handley provided us with an amendment to the agreement whereby an extension was made to make the rest of the second property payment and to pay approximately $47,300 in exploration and development costs by April 17, 2006, both of which were paid, as well as to make up the remaining amount of the exploration and development short fall from the first year in the second year expenditure obligations, which were made.

We did not make the property payment of $25,000 due on March 17, 2007, and Handley agreed to extend the deadline, but we did not make the property payment, therefore we no longer have an option to earn any additional interest on the Lucky Boy Prospect.  We are not obligated to make further payments on the property except for payments necessary to maintain the property in good standing.  

In June 2006, an additional 12 lode claims (the “Get Lucky Claims”) were staked and registered by Handley on our behalf.  These new claims are located in the same vicinity as the Lucky Boy Prospect and we are most probably developing the two as one prospect, under one work program and most likely with one operator.  We have a 100% interest in the Get Lucky Claims.  US Minerals, LLC, has indicated that they hold an interest in the Get Lucky Claims but we are disputing this issue.  US Minerals has indicated that they believe our Get Lucky Claims  are staked over the top of their claims.  Ashworth Explorations Ltd. (“Ashworth”) as the operator of Lucky Boy Prospect, has informed us that we have title to the claims

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and is looking into this matter on our behalf.  We may or may not have proper title to these claims and we anticipate the matter to be resolved either by us retaining a 100% interest in the claims, by us losing the claims, or by us conducting a joint venture with US Minerals on these claims.

We have retained Ashworth to run the work program on the Lucky Boy Prospect, including the Get Lucky Claims.  Ashworth has been in business for over 25 years as a mineral exploration contractor.  Clive Ashworth is the president and director of Handley and of Ashworth

The first phase of exploration consisted of geological mapping and sampling, an MMI geochemical survey, grid-establishment (line-cutting) and radiometric surveys consisting of a 6 man crew and the project geologist. The first phase is complete whereby the grid, line-cutting, MMI soil sampling, and some radiometric surveys have been completed. The samples were shipped to SGS Laboratories of Canada, who processed the results. The preliminary results on rock samples returned very encouraging uranium grades and the operator recently received the MMI results.  Mark Fedikow, HB.Sc., Ph.D., P.Eng., P.Geo.,was retained by the operator, Ashworth, to interpret the results, to write a report and to recommend a work and drilling program in conjunction with Joe Montgomery, Ph.D., P.Eng. Establishing economic grade and tonnage of uranium is the objective of our exploration programs.

SWCA Environmental Inc., a leading environmental consulting firm was assigned the archeological and biological surveys to satisfy the permitting requirements prior to surface disturbance. The surveys have been completed and no adverse issues have arisen.  A scintilometer survey has now been completed over the entire grid along with radon gas checks.  An induced polarization survey was completed prior to the commencement of the drill program.

Fred Brost, P.E., of Mining and Environmental Consultants Inc. worked in conjunction with SWCA Environmental Consulting Inc. and aided in expediting all permitting applications pertinent to the plan of operations for the first stage of property exploration and overseeing all reclamation work.  The plan of operations was approved by the BLM and by the State of Arizona for 25 drill holes.  The plan of operations included: road construction, drill pad construction as well as a multi-hole drill program.  The operator drilled 23 holes on the Lucky Boy Prospect.   Samples taken from the drill program were shipped to Jacob Laboratories for sorting then to IPL Labs for final testing.  

The assay results were received by the operator and the following positive results were ascertained. The reverse circulation drill program, totaling 3,430 feet in 23 holes, testing geological and anomalous areas of the Lucky Boy Prospect has been successful in delineating mineralization over a strike length of approximately 396 feet.  

Drilling also suggests a NE/SW trend to the mineralization which is open along strike.

The operator is in the process of completing reclamation duties as required by the BLM and state authorities.  This work was included in our plan of operations and we have incurred approximately $27,659 in costs as of the date of this Report.  The operator anticipates that the reclamation process with be complete within 30 days.  Then the BLM will inspect the property and if they approve it, we will receive a full refund for the $27,000 in bonds that we put up with the BLM and state.

The project geologist reports that the first phase of the drill program has been successful in determining various grades of 2lbs/ton and greater, with widths of 10 to 20 feet in a number of drill-holes on the property based on scintilometer readings of the samples, and observations of the anomalous thickness, by him, on site. The chemical assays and correlated down-hole probe radiometrics provided the definitive results and determined the next phase of drilling to further define the ore body.

The operator completed a down-hole radiometric survey.  The survey tested the 23 drilled holes and 10 pre-existing open holes from a drill program conducted in the 1970's.  The down-hole radiometric survey has been completed and we are waiting for the results.

A full geological and geochemical report has been prepared and contains the results along with a recommendation for definition drilling which would test to determine the resources of the strike land.

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We currently do not have the funds to pay for a work program.  We are not obligated to pay further costs nor will not lose our existing interest if we do not make further payments.  However if we receive adequate financing we do intend on utilizing them on a work program.  We need to reach a contractual agreement with Handley, who hold a 40% interest in the Lucky Boy Prospect, on how to continue work on the property.  If and when we do, then either: (1) Handley could fund the work program but it is unclear it they will or not; or (2) we could fund the work program if we are able to raise adequate equity; or (3) we could jointly fund the work program with Handley.  If we do not come to a contractual agreement,  then neither party has the right to perform any further work on the property.

Rodinia Agreement on the Lucky Boy Property

By an option agreement dated March 17, 2005, we granted Rodinia Minerals Inc. (“Rodinia”) the option to acquire up to a 40% of our interest in the Lucky Boy Prospect in consideration of Rodinia deferring its acquisition of an interest in the Lucky Boy Prospect in favor of us and for $1 upon exercise..

As of the date of this Annual Report, Rodinia holds the option to acquire 40% of our 60% interest in the property, but they have not yet exercised their option.

Debut Property

By quitclaim deed dated December 12, 2003, we acquired a 100% interest from Scoonover Exploration LLC (“Scoonover”) in 16 unpatented lode mineral claims located in Pershing County, Nevada for $3,500. This agreement was subject to a production royalty of 2½% of NSR, however we purchased the NSR by way of a later agreement with Scoonover dated March 1, 2004.  We have not initiated any exploration activities on this property as of the date of this Annual Report.  We have not determined our plan with respect to the future exploration and development of the Debut Prospect.  We have no operator in place to assist us in the exploration and development of those claims and we have not decided whether we will utilize any additional funds to explore or develop that property in the next twelve months.

On November 3, 2006, we entered into an option agreement with Canasia Industries Corp.  (“Canasia”). We granted Canasia the option to earn an undivided 50% interest in the Debut Prospect for consideration of Canasia incurring exploration expenditures aggregating CDN$1,000,000 over ten years from the execution of the agreement and making all necessary payments to keep the property in good standing.  Canasia is a related party by virtue that our president, Bradley Rudman, is a director of Canasia and our Secretary, Negar Towfigh, is Canasia’s Chief Financial Officer.   Canasia had not yet made any payments on in regards to this agreement and we do not know if they will make any payments over the next twelve months, as they have the option but are not obligated to do so.

Discontinued Businesses

During the year ended April 30, 2007, we discontinued the following businesses:

Gold View Prospect

On March 1, 2004 we entered into an acquisition agreement with Scoonover, whereby we agreed to acquire 100% ownership of the unpatented mining claims and the net smelter royalties (“NSR”) throughout five properties (the Dun Glen (28 claims), Debut (16 claims), SMH (20 claims), Roxy and Gold View properties (76 claims)) in consideration for $10,000 and 1,000,000 of our common shares.  We entered into an option agreement with a three year term with Minterra on July 26, 2004, whereby we granted Minterra the option to earn a 50% ownership interest in the Gold View Prospect. Minterra dropped their interest in the Gold View Prospect in February 2006.  In August 2006, we decided to drop the Gold View claims and did not make our Bureau of Land Management payments and as such we abandoned our rights to the property and lost all rights to the property.  Therefore, we do not have any current or future cash commitments related to the Gold View Prospe ct.

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We had a  2% net smelter royalty (NSR) from Scoonover retained on 20 mineral claims covering the SMH gold property.  The SMH gold property was wholly owned by McNab Creek Gold Company (“McNab”).  They neglected to pay the BLM claims fees due on September 1, 2006, therefore they lost the claims and we no longer have a NSR on these 20 claims.  McNab also used to own the Roxy Silver property, however they neglected to pay the BLM claims fees due on September 1, 2005, therefore they lost the claims and we no longer have a 2% NSR on the eight claims covering the Roxy silver property.  

Consulting Agreements

On March 18, 2005, we entered into a consulting agreement with Jason Gigliotti, whereby we engaged him for a twelve month period to provide consulting services to us.  We extended the consulting agreement on March 18, 2006 for an additional twelve month period for additional consideration of $1,000.  His consulting agreement concluded on March 17, 2007 and he no longer provides consulting services to us.   During the term on the agreement, Mr. Gigliotti consulted with our board of directors regarding development of new and existing mining properties, including land development and acquisition, and he sought joint venture opportunities for us.  None of the services provided by him under this agreement were of a promotional, investor relations or fiscal agency nature; however, we had a separate investor relations agreement with Mr. Gigliotti which concluded in September 2006.

On March 18, 2005, we entered into a consulting agreement with Clive Ashworth, whereby we engaged him for a twelve month period to provide consulting services to us.  Mr. Ashworth consulted with our board of directors regarding land acquisitions and project development related to uranium properties.  None of the services provided by him were of a promotional, investor relations or fiscal agency nature.  In consideration for these services, he was granted the option to acquire 1,100,000 common shares of our $0.001 par value common stock with an exercise price of $0.10 per share.  We extended the consulting agreement on March 17, 2006 for an additional twelve month period for consideration of extending the term of those stock options until March 17, 2009.  As of April 30, 2007, all of the stock options had vested and the term of his consulting agreement had concluded.  Mr. Ashworth is the president and director of both Handley and Ashworth, who is the operator on the Lucky Boy Prospect.  

On April 24, 2006, we entered into a consulting agreement with Global Capital Group Ltd. (“Global”), whereby we engaged Global to provide us exposure to the German speaking European marketplace. The consulting agreement was for a term of 30 days commencing on May 1, 2006 for consideration of $30,000.

INVESTOR RELATIONS

Not applicable

EXPLORATION AND DEVELOPMENT

Over the last two fiscal years we have spent $523,499 on mining exploration and development.  

ENVIRONMENTAL

We are a mining company and as such are subject to various federal, state and local laws in the areas where our properties are located, and regulations relating to environmental quality and pollution control.  We are currently not paying any costs to comply with environmental laws, however these costs may increase in the future.  Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.

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COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the States of Nevada and Arizona.

We are required to pay annual maintenance fees on the Lucky Boy Prospect and on the Debut Prospect, if Canasia defaults on the terms of our option agreement with them in order, to maintain them in good standing.  To maintain all of these claims in good standing claim maintenance fees totaling $5,250are due with the U.S. Bureau of Land Management on August 31, 2006 and $144 is due to Elko County on November 1, 2007 for the Debut claims.

Ashworth applied to the U.S. Bureau of Land Management in connection with our planned drilling program on the Lucky Boy property. Ashworth submitted a revised Plan of Operations (which is part of the permitting process) to the BLM, which was approved.  Ashworth obtained drilling permits for those locations identified for e drilling as a result of our initial exploration in Phase 1. The sequence of events on the Lucky Boy Prospect with respect to the BLM were the operator finalized our bonds, then drilled and explored the property, and now the operator is performing reclamation which they expect to be complete within 30 days.  Then the BLM will inspect the property, and if they approve it we will receive a full refund for the $27,000 in bonds that we put up with the BLM and state.

COMPETITION

We are a junior mineral resource exploration company engaged in the business of mineral exploration. We compete with other junior mineral resource exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral resource exploration companies. The presence of competing junior mineral resource exploration companies may impact on our ability to raise additional capital in order to fund our property acquisitions and exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment.

We are also in competition with major exploration companies and as such we 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 also compete for mineral properties of merit with other junior exploration companies. Competition could reduce the availability of properties of merit or increase the cost of acquiring additional mineral properties.

Many of the junior resource exploration companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of properties of merit and on exploration of their properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of resource properties. This competition could result in our competitors having resource properties of greater quality and interest to prospective investors who may finance additional exploration and to senior exploration companies that may purchase resource properties. This competition could adversely impact on our ability to finance property acquisitions and further exploration.

EMPLOYEES

We have no employees as of the date of this Annual Report. We anticipate that we will rely on the contracting of independent consultants during our exploration stage, rather than hiring employees.  Our officers and director have little practical experience in the mining industry, however we retain qualified consultants with experience in the mining industry.

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SUBSIDIARIES

Other than Golden Patriot Nevada, Corp. (formerly Vocalwave Software Inc,). our wholly owned Nevada subsidiary, we have no subsidiaries.  Our subsidiary was incorporated on August 5, 2003, and we acquired the company on August 5, 2003.  Our subsidiary has been inactive thus far.

Item 2.

Description of Property

We are an exploration stage company and we do not have any proven or probable reserves on any of our properties.  

Lucky Boy Prospect  

We hold a 60% interest in the Lucky Boy Prospect, which comprises 14 mineral claims and an 80 acre State Lease located in Gila County, Arizona.  Handley holds the other 40% interest.  The Lucky Boy Prospect is subject to a 3% yellow cake royalty.

The Lucky Boy Prospect is situated 13 miles SSW of Globe, Arizona on the south flank of the Pinal Mountains, at an elevation of about 4,400 feet.  Access from Globe is by Highway 77, then west several miles on the Dripping Springs Road to a dirt track trending north 4 miles to the east edge of the property.  The current land position consists of 14 lode claims on the BLM land covering the NE ¼ and the N 1/2 of the SE ¼ of Section 31, and 80 acres of State land held by explorations permit, situated in the West ½ of the NW 1/4 of Section 32, Township 2 S., Range 15 E., G&SRBM, for a total of 320 acres.  Land ownership in the immediate area is a checker board of State and BLM land with smaller, scattered parcels of private land.

We hold a 100% interest in an additional 12 lode claims, the Get Lucky Claims, which are located in the same vicinity as the Lucky Boy Prospect.  They are also situated 13 miles SSW of Globe, Arizona on the south flank of the Pinal Mountains, at an elevation of about 4,400 feet.  These 12 claims, Lucky Boy 15 through to and including Lucky Boy 26 are on BLM land covering NW ¼ and SW ¼ of Section 29, Township 2 S, Range 15E.  

US Minerals, LLC, has indicated that they hold an interest in the Get Lucky Claims but we are disputing this issue.  US Minerals has indicated that they believe our Get Lucky Claims is staked over the top of their claims.  Ashworth as the operator of Lucky Boy Prospect, has informed us that we have title to the claims and is looking into this matter on our behalf.

The Lucky Boy Prospect is a past producer and was one of the first producing uranium mines in the state of Arizona.  The Lucky Boy Prospect is located at the site of the old Lucky Boy mine. The Lucky Boy mine, using heap leaching and ion exchange recovery, produced about 5,000,000 pounds of uranium ore in the 1950's.

The cost to maintain the Lucky Boy Prospect over the next twelve months is $3,250 in BLM claims due by August 31, 2007.  

By an option agreement dated March 17, 2005, we granted Rodinia the option to acquire up to a 40% interest in the Lucky Boy Prospect in consideration of Rodinia deferring its acquisition of an interest in the Lucky Boy Prospect in favor of us and for $1 upon exercise.  As of the date of this Annual Report, Rodinia holds the option to acquire 40% of our 60% interest in the property, but has not exercised its option.

Debut Property

We entered into a quitclaim deed with Scoonover whereby we acquired a 100% interest in 16 mineral claims covering 320 acres in north central Nevada, known as the Debut.  The Debut property is located 96 miles south east of Elko, Nevada on the west flank of the West Buttes Range in the Delker Mining District Elko County, Nevada. The property is due north-northeast and on trend from Placer Domes Bald Mountain deposit. The Debut Prospect is an intrusive related sediment-hosted gold-copper system that holds potential for shallow, economic gold mineralization.  We will be exploring for gold on the Debut property if we commence exploration.

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The Debut project is located in the Delker Mining District in Elko County, Nevada at approximately 40°22' N, 115°1' W. The property is approximately 96 road miles southwest of the town of Elko.  The Debut project is located in unsurveyed T29N, R62E.

The Debut Prospect consists of  16 unpatented lode mining claims held directly by us with an expiry date of August 31, 2007 (date by which claim maintenance fees due to the U.S. Bureau of Land Management to maintain the claims in good standing).

On November 3, 2006, we entered into an option agreement with Canasia.  We granted Canasia the option to earn an undivided 50% interest in the Debut Prospect for consideration of Canasia incurring exploration expenditures aggregating CDN$1,000,000 over ten years from the execution of the agreement and making all necessary payments to keep the property in good standing.  Canasia is a related party by virtue that our president, Bradley Rudman, is a director of Canasia and our Secretary, Negar Towfigh, is Canasia’s Chief Financial Officer.   Canasia had not yet made any payments in regards to this agreement and we do not know if they will make any payments over the next twelve months, as they are not obligated to do so.

The cost to maintain the Debut Prospect over the next twelve months is $2,144 in claim maintenance and county fees.  Pursuant to the option agreement with Canasia they are obligated to make all payment to maintain the Debut Prospect in good standing, however if they default we currently have sufficient funds to make this payment.  We have not determined our plan with respect to the future exploration and development of the Debut Prospect.  We have no operator in place to assist us in the exploration and development of those claims and we have not decided whether we will utilize any additional funds to explore or develop that property in the next twelve months.

CORPORATE OFFICE

We used to occupy an office in Lake Success, New York, USA.   Since August 2007, we occupy an office of approximately 200 square feet at 626 RexCorp Plaza, Uniondale, New York, which we occupy for $1,700 per month, which we have leased until August 1, 2008. Management believes that such offices will be satisfactory during the near term for the conduct of business.  

Item 3.

Legal Proceedings.

We are not aware of any pending litigation nor do we have any reason to believe that any such litigation

Exists except for the following:

We believe we have a 100% interest in our Get Lucky Prospect.  However, US Minerals, LLC., has indicated that they hold an interest in the claims comprising the Get Lucky Prospect and they contend that our Get Lucky Prospect claims were staked over the top of their claims.  US Minerals has provided us with information regarding their interest in the claims and Ashworth, the operator of Lucky Boy Prospect, is currently reviewing the information provided by US Minerals on our behalf.  We may or may not have proper title to these claims and we anticipate the matter to be resolved in us retaining a 100% interest in the claims, in us losing the claims or in us conducting a joint venture with US Minerals on these claims.

On March 28, 2007, we received funds from, and on that date consummated a transaction with, Clio General SA (“Clio”) in connection with the subscription by Clio for (a) 3,900,000 shares of our common stock at a subscription price of $.0538 per share and (b) warrants which will enable Clio to acquire from us for a period of seven years from the date we issued those warrants 3,000,000 shares of our common stock at a purchase price of $0.10 per share.  As a result of accepting that subscription, in exchange for those 3,900,000 shares, we received from Clio $209,820.  As Clio is not a “US person” those shares were issued in a transaction which qualifies for that certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 specified by the provisions of Regulation S.  Accordingly, those shares are “restricted securities”.

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Both parties contemplated that as part of this transaction that the shares would be tradable on the Frankfurt Stock Exchange relatively soon after the closing of the transaction.  We later found out that a different CUSIP number was required for these shares and that we would need to establish a relationship with  DTC in respect to these particular shares, therefore it took longer than anticipated to accomplish tradability of these shares.    

On approximately June 23, 2007, we received a letter from counsel for Clio, indicating that Clio thought the transaction was taking longer that anticipated; however there were no assurances or representations on how soon the shares could trade.  Counsel for Clio indicated that Clio may sue us if this issue is not resolved.  We have kept counsel for Clio informed of the progress of this matter. We now anticipate that the shares will be tradable on the Frankfurt Stock Exchange no later than August 23, 2007.

Item 4.

Submission of Matters to a Vote of Security Holders.

Not applicable

PART II

Item 5.

Market Price for Common Equity and Related Stockholder Matters.  

Reports to Security Holders.

As of August 10, 2007, our authorized capital stock consisted of 1,000,000,000 shares of Common Stock, par value $0.001 per share, (the “Common Stock”).  As of August 10, 2007, there were issued and outstanding 94,912,895 shares of Common Stock.

We are a reporting company with the SEC. We participate in the Over-the-Counter Bulletin Board Quotation Service maintained by National Association of Securities Dealers, Inc. ("OTCBB"). The OTCBB is an electronic quotation medium for securities traded outside of the Nasdaq Stock Market and prices for our common stock are published on the OTC Bulletin Board under the trading symbol "GPTC.OB". The OTCBB market is extremely limited and the prices quoted are not a reliable indication of the value of our common stock.

The first trade of our Common Stock on the Bulletin Board occurred in May 2002.  The following table sets forth the quarterly high and low closing sale prices for the Common Stock for the periods indicated below, based upon quotations between dealers, without adjustments for stock splits, dividends, retail mark-ups, mark-downs or commissions, and therefore, may not represent actual transactions:

Date	High	Low
First Fiscal Quarter 2006	$     0.17	$     0.05
Second Fiscal Quarter 2006	$     0.12	$     0.07
Third Fiscal Quarter 2006	$     0.17	$     0.06
Fourth Fiscal Quarter 2006	$     0.35	$     0.08
First Fiscal Quarter 2007	$     0.42	$     0.15
Second Fiscal Quarter 2007	$     0.22	$     0.06
Third Fiscal Quarter 2007	$     0.24	$     0.12
Fourth Fiscal Quarter 2007	$     0.16	$     0.04

On April 24, 2006, we became listed on Frankfurt Stock Exchange under the trading symbol “GPU”.

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Holders  

The approximate number of holders of record as of August 10, 2007 for our common shares was 37.   There are likely additional holders which hold their shares in street form, however we do not know who they are or how many shareholders hold their stock in street form.

Equity Compensation Plan Information

The following table sets forth certain information concerning our equity compensation plans as if April 30, 2007:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance
	(a)	(b)	(c)
Equity compensation plans approved by security holders (1)	2,100,000	$0.10	5,700,000
Equity compensation plans not approved by security holders (2)	1,000,000	$0.30	N/A
Total	3,100,000	$0.16	5,700,000

(1)

The 2004 Non-Qualified Stock Option Plan, 2005 Non-Qualified Stock Option Plan, and 2005 B Non-Qualified Stock Option Plan were approved by our stockholders on June 6, 2006.

(2)

In connection with the offer and sale of notes and warrants with AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC, we engaged Envision Capital LLC as a finder for the transaction. In April 2007, Envision received warrants to purchase as many as 1,000,000 shares of our common stock for a period of 5 years at an exercise price of $0.30 per share.

2004 Non-Qualified Stock Option Plan, 2005 Non-Qualified Stock Option Plan, and 2005 B Non-Qualified Stock Option Plan Summary

There are 3,000,000 options authorized pursuant to the 2004 Non-Qualified Stock Option Plan.  To date, we have granted options to purchase 7,200,000 shares pursuant to this plan.  Of these, 1,500,000 options have been exercised, 4,600,000 options expired unexercised and 1,100,000 options remain outstanding as of April 30, 2007.  This plan was adopted by our board of directors on January 8, 2004.

There are 3,000,000 options authorized pursuant to the 2005 Non-Qualified Stock Option Plan.  To date, we have granted options to purchase 3,000,000 shares pursuant to this plan.  Of these, 2,000,000 options expired unexercised and 1,000,000 options remain outstanding as of April 30, 2007.  This plan was adopted by our board of directors on March 18, 2005.  

There are 5,000,000 options authorized pursuant to the 2005 B Non-Qualified Stock Option Plan.  To date, we have granted options to purchase 2,350,000 shares pursuant to this plan.  Of these, 200,000 options have been exercised and 2,150,000 options expired unexercised as of April 30, 2007.  This plan was adopted by our board of directors on August 15, 2005.

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Dividends

We have never paid a cash dividend on our common stock. It is our present policy to retain earnings, if any, to finance the development and growth of our business. Accordingly, we do not anticipate that cash dividends will be paid until our earnings and financial condition justify such dividends. There can be no assurance that we can achieve such earnings.

Recent Sales of Unregistered Securities

During the period February 1, 2007 to April 30, 2007, we did not sell any securities that were not registered under the Securities Act other than the following:

In connection with the offer and sale of notes and warrants with AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC, we engaged Envision Capital LLC as a finder for the transaction. In April 2007, Envision received one million warrants to purchase as many as 1,000,000 shares of our common stock for a period of 5 years at an exercise price of $0.30 per share.

On March 28, 2007, we received funds from, and on that date consummated a transaction with, Clio in connection with the subscription by Clio for (a) 3,900,000 shares of our common stock at a subscription price of $.0538 per share and (b) warrants which will enable Clio to acquire from us for a period of seven years from the date we issued those warrants 3,000,000 shares of our common stock at a purchase price of $0.10 per share.  As a result of accepting that subscription, in exchange for those 3,900,000 shares, we received from Clio $209,820.

As Clio is not a “US person” those shares were issued in a transaction which qualifies for that certain exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 specified by the provisions of Regulation S.  Accordingly, those shares are “restricted securities”.

As specified above, those warrants enable Clio to acquire from us, for a period of seven years from the date those warrants were issued, 3,000,000 shares of our common stock at a purchase price of $.10 per share.  Additionally, the number of shares to be issued upon the exercise of those warrants is subject to adjustments in the event of the occurrence of certain events, which include stock dividends, stock splits, reverse stock splits, and granting of subscription rights or convertible securities.  Additionally, in the event of such an adjustment, the purchase price of the shares of our common stock purchased upon the exercise of those warrants shall be adjusted.

Those warrants do not provide to Clio any voting rights or other rights as our shareholder with respect to those 3,000,000 shares of our common stock.

We have agreed, in the event that we file a registration statement in connection with any public offering of our common stock solely for cash, upon the written request therefor by Clio, that we will include in that registration statement, for registration with the Securities and Exchange Commission, those shares which Clio may purchase upon the exercise of those warrants.

Stock Repurchases

During the period February 1, 2007 to April 30, 2007, we did not make any repurchases of our common stock.

Transfer Agent

Our transfer agent is Computershare located at 350 Indiana Street, Suite 800, Golden, Colorado, 80401 Tel: (303) 262-0600.

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Item 6.

Management's Discussion and Analysis of Financial Condition or Plan of Operation

The following information specifies forward-looking statements of our management. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology such as “may”, “will”, “could”, “expect”, “estimate”, “anticipate”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. Actual results may differ materially from those contemplated by the forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

PLAN OF OPERATIONS

As of April 30, 2007, we had cash reserves of $53,815.  As of August 10, 2007, we had cash reserves of approximately $26,000.  

We have not determined our plan with respect to our Lucky Boy and Debut claims that we currently hold an interest in.  We believe that we will use our funds to pay filing fees and claim maintenance fees on those properties and for our general operating and corporate expenses.  Our operating expenses for the next twelve months are as follows and are approximations:

-

Management fees $100,000

-

Office Rent $20,400

-

Consulting expenses $25,000

-

Accounting fees $30,000

-

Legal fees $$30,000

-

Transfer agent $3,000

We currently do not have sufficient funds to pay our operating expenses for the next twelve months and we intent to try to raise funds but there is no assurance that we will be able to raise adequate capital.

If we come up with a plan to explore our Lucky Boy and Debut claims, we will not have sufficient cash reserves to satisfy our cash requirements in order to continue as a going concern for the next twelve months following the date of this Annual Report.  We will require further funding in order continue.

Over the next twelve months, we plan to raise funds through the sale of our common stock or through loans.  There is no guarantee that we will be successful in arranging the required financing.  Unless we raise funds through the sale of our common stock or through loans, we cannot further explore or develop our properties.    There is no assurance that we will be able to raise adequate capital.  

Our future success will be materially dependent upon our ability to satisfy additional financing requirements. We are reviewing our options to raise equity capital. We cannot estimate when we will begin to realize any significant revenue. In order to satisfy our requisite budget, we have held and will continue to conduct negotiations with various investors. We cannot predict whether these negotiations will result in additional investment income for us.

Funding for our operations may not be available under favorable terms, if at all. If adequate funds are not available, we may be required to further curtail operations significantly or to obtain funds by entering into

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arrangements with collaborative partners or others that may require us to relinquish rights that we would not otherwise relinquish.

We have not received revenue from operations during the year ended April 31, 2007.  We cannot estimate when we will begin to realize any revenue.

Additionally, we may owe up to $97,868 in interest on the notes issued and to be issued in connection our April 12, 2006 notes and warrants financing, though we will not owe interest in any month in which the trading price of our common stock exceeds $0.1125 on each day of the month.  The next interest payment under the notes is due September 2007.

OUR PLAN OF OPERATIONS FOR NEXT 12 MONTHS

We are an exploration stage company and we do not have any proven or probable reserves on any of our properties.

Our plan of operations for the next twelve months is possibly to develop and explore our Lucky Boy Prospect in Arizona and possibly to develop and explore our Debut Prospect in Nevada.  Our plans for the next twelve months are very uncertain and dependent on negotiations with Handley on the Arizona property and dependent on Canasia’s timing in funding the Nevada property.

Arizona Property

We currently do not have the funds to pay for a work program.  We are not obligated to pay further costs nor will not lose our existing interest if we do not make further payments.  However if we receive adequate financing we do intend on utilizing them on a work program.  We need to reach a contractual agreement with Handley, who hold a 40% interest in the Lucky Boy Prospect, on how to continue work on the property.  If and when we do, then either: (1) Handley could fund the work program but it is unclear it they will or not; or (2) we could fund the work program if we are able to raise adequate equity; or (3) we could jointly fund the work program with Handley.  If we do not come to a contractual agreement, then neither party has the right to perform any further work on the property.

A full geological and geochemical report has been prepared and contains the results along with a recommendation for definition drilling which would test to determine the resources of the strike land.  The progress report on the geological, radiometric and geochemical investigation and summary of drilling results on the Lucky Boy Prospect also details the results from the Plan of Operations that was completed during the last quarter of 2006. The Plan of Operations included a 25 hole drilling program intended to define economic uranium mineralization. After several months of compiling all the data from various sources it has been determined that a strike length of several hundred feet with a thickness of approximately 5 to 10 feet with intercepted grades of .1% U or greater warrants us to submit a further Plan of Operation to the various state and government agencies for further drilling and to consider small-scale mining.  This will include potentially putting the probable and proven mineralization into production, while at the same time continuing the drill testing phase on other areas on the property that have showed potential from either the MMI geochemical surveys and/or the anomalous Into XRF readings taken at surface and underground.  

Our intended plan of operations for the next twelve months is we plan to raise funds through the sale of our common stock or through loans.  There is no guarantee that we will be successful in arranging the required financing.  Unless we raise funds through the sale of our common stock or through loans, we cannot further explore or develop the Lucky Boy Prospect.    There is no assurance that we will be able to raise adequate capital.  

Putting the probable and proven mineralization of the Lucky Boy Prospect into production will be materially dependent upon our ability to satisfy additional financing requirements. We are reviewing our options to raise equity capital. We have held and will continue to conduct negotiations with various investors. We cannot predict whether these negotiations will result in additional investment income for us.

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Funding for our operations may not be available under favorable terms, if at all. If adequate funds are not available, we may be required to further curtail operations significantly or to obtain funds by entering into arrangements with collaborative partners or others that may require us to relinquish rights that we would not otherwise relinquish.

In August 2006, we paid $3,250 to the BLM in claims fee to maintain the Lucky Boy Prospect.  We are required to pay a further $3,250 to the BLM by September 1, 2007, in order to maintain the Lucky Boy Prospect in good standing for the following 12 months.

Nevada Property

In 2003, we entered into a quitclaim deed with Scoonover Exploration, LLC, (“Scoonover”) whereby we acquired a 100% interest in 16 mineral claims covering 320 acres in north central Nevada, known as the Debut.  The Debut property is located 96 miles south east of Elko, Nevada on the west flank of the West Buttes Range in the Delker Mining District Elko County, Nevada. The property is due north-northeast and on trend from Placer Domes Bald Mountain deposit. The Debut Prospect is an intrusive related sediment-hosted gold-copper system that holds potential for shallow, economic gold mineralization.  We will be exploring for gold on the Debut property if we commence exploration.

The Debut project is located in the Delker Mining District in Elko County, Nevada at approximately 40°22' N, 115°1' W. The property is approximately 96 road miles southwest of the town of Elko.  The Debut project is located in unsurveyed T29N, R62E.

On November 3, 2006, we entered into an option agreement with Canasia Industries Corp.  (“Canasia”). We granted Canasia the option to earn an undivided 50% interest in the Debut Prospect for consideration of Canasia incurring exploration expenditures aggregating CDN$1,000,000 over ten years from the execution of the agreement and making all necessary payments to maintain the property in good standing.  Canasia is a related party by virtue that our president, Bradley Rudman, is a director of Canasia and our Secretary, Negar Towfigh, is Canasia’s Chief Financial Officer.   Canasia had not yet made any payments on in regards to this agreement and we do not know if they will make any payments over the next twelve months, as they have the option but are not obligated to do so.

The Debut Prospect consists of 16 unpatented lode mining claims held directly by us.  Over the next twelve months in order to maintain these claims in good standing claim maintenance fees of $2,000are due with the U.S. Bureau of Land Management by September 1, 2007 and $144 is due to Elko County on November 1, 2007. There are no other costs involved in maintaining the Debut Prospect in good standing over the next twelve months.  According to the terms on the option agreement with Canasia, they are obligated to make these payments.  If Canasia defaults on the option agreement, then we are responsible for these payments. We currently do have sufficient funds in the bank to make these payments.

We have not initiated any exploration activities on this property as of the date of this Annual Report.  We have not determined our plan with respect to the future exploration and development of the Debut Prospect.  We have no operator in place to assist us in the exploration and development of those claims and we have not decided whether we will utilize any additional funds to explore or develop that property in the next twelve months.   If Canasia, chooses to make payments for expenditures on the Debut Prospect, then we will jointly retain an operator and initiate a work program, however Canasia is not obligated to do so.

Research and Development; Employees

We do not anticipate any significant research and development within the next 12 months, nor do we anticipate that we will lease or purchase any significant equipment within the next 12 months. We do not anticipate a significant change in the number of our employees within the next 12 months. We anticipate that we will rely on the contracting of independent consultants during our exploration stage, rather than hiring employees.

16

OFF BALANCE SHEET ARRANGEMENTS

None.

Item 7.

Financial Statements.  

The financial statements required by this Item 7 are included in Item 13 of this Annual Report and incorporated herein by this reference.

Item 8.

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

There have been no changes in or disagreements with our accountants required to be disclosed pursuant to Item 304 of Regulation S-B.

Item 8A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.  Management,  including the Chief  Executive Officer and Chief  Financial Officer,  have  conducted  an  evaluation  of the  effectiveness of  disclosure controls and  procedures  pursuant to Exchange Act Rule 13a-14(c) and 15d-14(c).  This evaluation was conducted as of April 30, 2007.  Based  on  that  evaluation,  the  Chief  Executive  Officer  and  Chief Financial  Officer  concluded  that the  disclosure  controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely  fashion.  Our Officers have concluded that our disclosure controls and procedures are also effective to ensure that information required to be disclosed by us in reports we file under the Exch ange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, as appropriate.  There have been no significant  changes in  internal  controls or in other  factors  that could significantly  affect  internal  controls subsequent  to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.

(b) Changes in Internal Control Over Financial Reporting.  Our Chief Executive Officer and Chief Financial Officer have indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation, and there were no such control actions with regard to significant deficiencies and material weaknesses.  There have been no changes in our internal control over financial reporting identified in connection with the evaluation that occurred during the fourth quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting as required by Item 308(c) of Regulation S-B.

PART III

Item 9.

Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.

The following table sets forth information regarding our current directors and executive officers:

Name	Age	Position/Office held with the Company	Appointed to Office
Bradley Rudman	51	Director President Chief Financial Officer	June 20, 2005 (1) June 22, 2005 June 23, 2005
Steven Goldberg	42	Director	April 5, 2007 (2)
Negar Towfigh	34	Corporate Secretary	February 19, 1999

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(1)

On June 20, 2005, the board of directors increased the size of the board from two to three and appointed Mr. Rudman as a director.  On June 22, 2005, Mr. Clemiss resigned as our president and a director, our board decreased to two and Mr. Rudman was appointed our president.  On June 23, 2005, David Derby resigned as our chief financial officer and a director, our board decreased to one and Mr. Rudman was appointed our chief financial officer.

(2)

On April 5, 2007, the size of the board of directors increased from one to two and Steven Goldberg was appointed as a director.

BRADLEY RUDMAN Mr. Rudman has over 20 years of extensive financial background having worked as a financial consultant at Merrill Lynch, Shearson, and Dean Witter Reynolds.  He started his own Broker/Dealer registered with the NASD and held a series 7, series 24 and Registered Option Principal. President of Technology Search Group, Inc. for 8 years, a full service technical recruiting firm specializing in the investment banking community.  He is most recently involved with the placement of moneys within the hedge fund arena. Mr. Rudman has established significant relationships within the New York financial arena.  Mr. Rudman is a director of Canasia Industries Corporation, a public mining company.

STEVEN GOLDBERG Mr. Goldberg has been in the Executive Search business for over 17 years.  Starting as an employee and later Vice President of recruiting and sales for Technology Search Inc. In 2003 He started his own firm – Enterprise Search Group to service the New York metro area’s growing need for talented IT professionals.  The same year Technology Search Inc. merged with Enterprise Search. Mr. Goldberg specializes in Investor relations, Corporate Identity and Awareness, as well as Media Recognition and Event Promotion.  Mr. Goldberg completed an intensive course of study in Marketing and Management

within the State University of New York system. After College, Mr. Goldberg worked at General Motors New York regional sales office.

NEGAR TOWFIGH Miss. Towfigh runs her own consulting firm where she specializes in structuring companies from incorporation to a listing on the TSX Venture Exchange or OTCBB; she assists companies with initial public offerings and assists with all regulatory filings. She is currently director of Habanero Resources Inc.  She is also CFO and Secretary of Micron Enviro Systems, Inc., an oil and gas exploration and development company.  She has previously been employed in the investment industry with several brokerage houses including Canaccord Capital Corporation, Nesbitt Burns Inc., RBC Dominion and Pacific International Securities Inc.  She graduated with a Bachelor of Commerce in Finance from the University of British Columbia in 1995.

Family Relationships

There are no family relationships among our directors and officers.

Involvement in Certain Proceedings

During the last five years none of our officers or directors have been involved in any events that are material to an evaluation of the ability or integrity of these persons.

Committees

We have no standing audit, nominating and compensating committees of the Board of Directors or committees performing similar functions. As such, our entire Board of Directors functions as the audit committee. Since the enactment of the Sarbanes-Oxley Act of 2002, our directors have attempted, without success, to obtain independent directors to serve on the Board of Directors and on an audit committee. In the event we are successful in the future in obtaining independent directors to serve on the Board of Directors and on an audit committee, of which there can be no assurances given, the Board of Directors would first adopt a written charter.  We have no audit committee financial expert because we have been unable to locate independent directors to serve on the Board of Directors and on an audit committee and because our sole current director does not meet the standards of an audit committee financial expert.

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Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial holders of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership and reports of changes in ownership of our equity securities.  As of the date of this Report, we believe that all reports required to be filed have been filed in a timely manner for the year ended April 30, 2007, except as set forth below:

Bradley Rudman was required to file a Form 4 in connection with the sale of stock by November 20, 2006, however he filed it on January 22, 2007.   Steven Goldberg was required to file a Form 3 in connection with becoming one of our directors by April 9, 2007, however he has not yet filed one but is in the process of applying to the SEC for his EDGAR filing codes.

Code of Ethics

Due to a lack of resources, we have not yet adopted a code of ethics.  We hope to do so in the next year.

Item 10.

Executive Compensation.

Summary Compensation Table

Summary Compensation Table. The table set forth below summarizes the annual and long-term compensation for services in all capacities provided to us payable to our Principal Executive Officer (“PEO”) and our other executive officers whose total annual compensation is anticipated to exceed $100,000 during the year ended April 30, 2007 and 2006:

Name & Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Comp. ($)	Non-qualified Deferred Comp. Earnings ($)	All Other Comp. ($)	Total ($)
Bradley Rudman	2007	0	0	0	$58,000	0	0	$128,594 (1)	$186,594
President, CFO & Director	2006	0	0	0	$27,100	0	0	$11,200 (2)	$38,300

(1)

We paid management fees of $120,333 to Giddy Up Capital, LLC, a company of which Bradley Rudman is the managing member for, the year ending April 30, 2007.  We also reimbursed $8,263 to Bradley Rudman for expenses for the year ending April 30, 2007.

(2)

Mr. Bradley Rudman has served as our President since June 22, 2005.  We paid management fees of $6,000 to Giddy Up Capital, LLC, for the period of April 1, 2006 to April 30, 2006.  Additionally, we reimbursed $5,200 to Bradley Rudman for use of our New Hyde Park, NY office from July 2005 through January 2006.  

Giddy Up Capital LLC, a company of which Bradley Rudman is the managing member for, accrued management fees of $120, 333 for the year ending April 30, 2007, in connection with his services as our president and CFO.  We also reimburse him for expenses relating to our office in New York.

In June 2005, 1,000,000 stock options with an exercise price of $0.10 and expiring June 2006 were granted to Bradley Rudman, who is our director, president and CFO.  In June 2006, the terms of these options were extended from June 2006 to June 2007.  

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See Note 8 of our audited financial statements for the year ended April 30, 2007 for a discussion of the assumptions made in the valuation of our stock options.

Outstanding Equity Awards at Fiscal Year End.   As of April 30, 2007, the PEO had the following equity award securities outstanding:

Name & Principal Position	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Stock Awards
Bradley Rudman	1,000,000	0	0	$0.10	June 19, 2007	N/A
President, CFO & Director

See the discussion following the Summary Compensation Table for information on the stock options held by Bradley Rudman.

Compensation of Directors. The table below provides information concerning the compensation of our directors for the year ended December 31, 2006:

Name & Principal Position	Fees Eraned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Comp. ($)	Non-qualified Deferred Comp. Earnings ($)	All Other Compensation	Total ($)
Steven Goldberg	$0	0	0	0	0	0	$0
Director

Item 11.

Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding the beneficial ownership of our common stock as of August 10, 2007 by (i) each person or entity known by us to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of our directors and named executive officers, and (iii) all of our directors and executive officers as a group.

20

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
$0.001 Par Value Common Stock	Bradley Rudman   Officer & Director 18 Meadow Woods Rd. Great Neck, NY  11020	1,244,000 (1)	1.3%
$0.001 Par Value Common Stock	Steven Goldberg Director 27 Commonwealth Ave, Merrick, N.Y. 11566	750,000 (2)	0.8%
$0.001 Par Value Common Stock	Negar Towfigh Officer Suite 1205 789 W. Pender Street Vancouver, BC Canada V6C 1H2	750,000 (3)	0.8%
$0.001 Par Value Common Stock	Nathan Nock Suite 402, 4373 Halifax Street Burnaby, BC   Canada V5C 5Z2	24,220,000 (4)	25.5%
$0.001 Par Value Common Stock	All officers and directors as a group	2,744,000	2.8%

(1)

Mr. Rudman has the right to acquire 1,000,000 common shares from the exercise of options within 60 days of the date of this table.

(2)

Mr. Goldberg has the right to acquire 750,000 common shares form the exercise of options within 60 days of the date of this table.

(3)

Miss. Towfigh has the right to acquire 750,000 common shares form the exercise of options within 60 days of the date of this table.

(4)

Nathan Nock is a shareholder of ours who beneficially owns 5% or more of our common stock.  He received his shares through a debt settlement agreement with us dated June 3, 2003.  His only role relating to us is as a shareholder.

Based upon 94,912,895 common shares outstanding as of August 10, 2007.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

Under the terms of the callable secured convertible notes and the related warrants held by AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC, the callable secured convertible note and the warrants are exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of callable secured convertible notes or unexercised portions of the warrants) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. Therefore, the table does not include AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company other than the following:  

On April 12, 2006, we entered into a notes financing agreement with AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC and New Millennium Capital Partners II, LLC.  Under the agreement, we issued $2,000,000 in secured convertible notes.  The secured convertible notes are secured by all of our assets and property.  As such, if we default on the secured convertible notes, we could be forced to forfeit all of our assets and property to the noteholders, which, in effect, could cause a change in control of our business, in that our business assets would be owned by the noteholders.

21

Item 12.

Certain Relationships and Related Transactions

Related Party Transactions

There have been no related party transaction which would be required to be disclosed pursuant to Item 404 of Regulation S-B, except for the following:

On June 20, 2005, we issued Bradley Rudman 1,000,000 stock options.  Bradley Rudman was a director of ours at the time of issuance, and the stock options were issued at an exercise price of $0.10 per share for him serving as our director.  In June 2006, we extended the expiration date of these options until June 19, 2007.  In June 2007, we extended the expiration date of these options until June 19, 2008, and we amended the exercise price to $0.04 per share.

At April 30, 2007, prepaid fees and expenses were Nil (April 30, 2006: $12,000) to Giddy Up Capital, LLC, a company of which Bradley Rudman is the managing partner.  Also, at April 30, 2007, there were management fees payable to Giddy Up Capital, LLC of $8,506 and consulting expenses payable of $1,300 (2006: $7,650) to All Seasons Consulting Inc., Negar Towfigh’s consulting company.  

We paid Bradley Rudman rent for our previous New York offices in Lake Success, NY totally $9,730 in the year ended April 30, 2007, and we paid him rent for our office in New Hyde Park, NY from July 15, 2005 to Jan. 31, 2006 totaling $5,200.

From inception until April 30, 2007, we paid a total of $746,126 to related parties for administration fees, equipment, consulting fees, cost recovery, exploration and development costs, management fees, rent and the write-off of oil and gas properties.

Director Independence.  Steven Goldberg is our only independent director.

PART IV

Item 13.

Exhibits 

A.

Financial Statements

The balance sheets and the related statements of operations, shareholders’ equity and cash flows of Golden Patriot, Corp. for each of the years ended April 30, 2007 and 2006.

B.

Other Exhibits

Exhibit 10.1

Consulting Agreement between Golden Patriot, Corp. and Global Capital Group Ltd. dated April 24, 2006

Exhibit 31

Certification of Chief Executive Officer pursuant to 15. U.S.C. Section 10A, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002

Exhibit 32

Certification of Chief Financial Officer pursuant to 15. U.S.C. Section 10A, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002   

Exhibit 33

Certification Pursuant to 18 U.S.C.  Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

22

DOCUMENTS INCORPORATED BY REFERENCE

We are currently subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and in accordance therewith files reports, proxy statements and other information with the SEC.  Such reports, proxy statements and other information may be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington D.C. 20549 and copies of such materials can be obtained from the Public Reference Section of the SEC at its principal office in Washington, D.C., at prescribed rates.  In addition, such materials may be accessed electronically at the Commission's site on the World Wide Web, located at http://www.sec.gov.  We intend to furnish our shareholders with annual reports containing audited financial statements and such other periodic reports as we may determine to be appropriate or as may be required by law.

Item 14.

Principal Accountant Fees and Services.

Audit Fees

Audit fees consist of the audit of our annual financial statements, review of the quarterly financial statements, accounting consultations and consents and other services related to SEC filings.  During the fiscal year ended April 20, 2007 and 2006, the audit fees paid to Amisano Hanson, Chartered Accountants were $29,624 and $ 13,164, respectively.  

Audit Related Fees

Other fees billed by Amisano Hanson during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and not reported under “Audit Fees” were $35,854 and $13,670, respectively.

Tax Fees

Amisano Hanson did not provide us with any tax consulting or related services.  

All Other Fees

None

23

SIGNATURES

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

	GOLDEN PATRIOT, CORP.
Dated:  May 8, 2008	By:  /s/ Bradley Rudman Bradley Rudman President, CFO, & Director

SIGNATURES

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated below.

	GOLDEN PATRIOT, CORP.
Dated:  May 8, 2008	By: /s/ Bradley Rudman Bradley Rudman President, CFO & Director
Dated:  May 8, 2008	By: /s/ Steven Goldberg
	Steven Goldberg
	Director

24

EX-31

Exhibit 31

CERTIFICATIONS

I, Bradley Rudman, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Golden Patriot, Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: August 14, 2007

/s/ Bradley Rudman

Bradley Rudman

President and Chief Executive Officer

EX-32

Exhibit 32

CERTIFICATIONS

I, Bradley Rudman, certify that:

1.

I have reviewed this annual report on Form 10-KSB of Golden Patriot, Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c.

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: August 14, 2007

/s/ Bradley Rudman

Bradley Rudman

Director & Chief Executive Officer

EX-33

“Exhibit 33”

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Golden Patriot, Corp. (the “Company”), on Form 10-KSB for the period ending April 30, 2007, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bradley Rudman, President and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.

The Report duly complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Bradley Rudman

___________________________

Bradley Rudman, President & Chief Financial Officer

May 8, 2008

EX-99.1

GOLDEN PATRIOT, CORP.

(An Exploration Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2007 and 2006

(Stated in US Dollars)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

Golden Patriot, Corp.

(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Golden Patriot, Corp. (An Exploration Stage Company) and its subsidiary as of April 30, 2007 and 2006 and the related consolidated statements of operations, cash flows and stockholders’ equity (deficiency) for the years ended April 30, 2007 and 2006 and the period from November 24, 1998 (Date of Inception of the Exploration Stage) to April 30, 2007.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America).  Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the consolidated 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, these consolidated financial statements present fairly, in all material respects, the financial position of Golden Patriot, Corp. and its subsidiary as of April 30, 2007 and 2006 and the results of their operations and their cash flows for the years ended April 30, 2007 and 2006 and the period from November 24, 1998 (Date of Inception of the Exploration Stage) to April 30, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has a working capital deficiency, is in the exploration stage with no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations.  These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

Vancouver, Canada	/s/ AMISANO HANSON
August 7, 2007	Chartered Accountants

GOLDEN PATRIOT, CORP.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS

April 30, 2007 and 2006

(Stated in US Dollars)

		(Restated
		– Note 13)
ASSETS	2007	2006
Current
Cash	$ 53,815	$ 190,404
Prepaid fees and expenses – Note 9	16,960	35,575
Current portion of deferred financing costs – Note 7(b)	76,125	36,667
	146,900	262,646
Advance receivable	10,200	-
Deferred financing costs – Note 7(b)	67,023	71,526
Equipment – Notes 4 and 9	874	1,189
	$ 224,997	$ 335,361
LIABILITIES
Current
Accounts payable and accrued liabilities – Note 9	$ 117,098	$ 113,365
Advances payable - Note 5	-	203,543
	117,098	316,908
Note payable – Note 6	-	34,000
Callable secured convertible notes – Note 7	877,762	258,976
	994,860	609,884
STOCKHOLDERS’ DEFICIENCY
Capital stock – Notes 7, 8, 12 and 15
Common stock, $0.001 par value
1,000,000,000 authorized
88,112,895 outstanding (2006:  74,162,895)	88,112	74,162
Additional paid-in capital	6,360,080	4,875,340
Deficit accumulated during the exploration stage	(7,218,055)	(5,224,025)
	(769,863)	(274,523)
	$ 224,997	$ 335,361

Nature and Continuance of Operations – Note 1

Commitments – Notes 3, 7, 8 and 15

Subsequent events – Notes 7, 8 and 15

SEE ACCOMPANYING NOTES

GOLDEN PATRIOT, CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended April 30, 2007 and 2006 and

for the period from November 24, 1998 (Date of Inception of Exploration Stage)

to April 30, 2007

(Stated in US Dollars)

			(Restated
			– Note 13)
			November 24,
			1998 (Date of
			Inception of
			Exploration
		(Restated	Stage) to
		– Note 13)	April 30,
	2007	2006	2007
Revenue	$ -	$ -	$ -
General and Administrative Expenses
Abandonment of capital assets	-	-	6,773
Administration fees – Note 9	-	-	14,527
Amortization	315	436	6,696
Audit and accounting fees	58,796	39,032	177,870
Beneficial conversion feature – Note 7	230,797	222,119	452,916
Consulting fees  – Note 9	112,147	61,076	3,052,544
Cost recovery  – Note 9	-	(7,500)	(11,500)
Exploration, property and development costs – Note 9	335,079	188,420	1,243,206
Filing fees	9,203	2,818	29,159
Finance charges – Note 7	131,569	1,808	133,377
Interest expense – Note 7	572,987	10,904	611,400
Investor relations	18,575	62,761	222,268
Legal fees	135,460	40,102	241,976
Management fees – Note 9	120,331	6,000	411,161
Office and miscellaneous	19,194	8,099	65,256
Promotion	149,649	6,172	204,259
Rent – Note 9	14,722	5,200	21,354
Mineral property option payments received – Note 3	-	-	(106,940)
Stock-based compensation – Note 8	58,000	104,844	243,044
Telephone	1,479	-	4,529
Transfer agent fees	10,029	3,299	32,117
Travel and automobile	15,698	12,875	60,417
Write-down and loss on disposal of equity securities	-	6,315	19,105
Write-off of accounts payable	-	-	(1,959)
Write-off of oil and gas properties – Note 9	-	-	84,500
Net loss for the period	$ (1,994,030)	$ (774,780)	$ (7,218,055)
Basic loss per share	$ (0.02)	$ (0.01)
Weighted average number of shares outstanding	77,797,416	73,205,087

SEE ACCOMPANYING NOTES

GOLDEN PATRIOT, CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended April 30, 2007 and 2006 and

for the period from November 24, 1998 (Date of Inception of Exploration Stage)

to April 30, 2007

(Stated in US Dollars)

			(Restated
			– Note 13)
			November 24,
			1998 (Date of
			Inception of
			Exploration
		(Restated	Stage) to
		– Note 13)	April 30,
	2007	2006	2007
Cash Flows provided by (used in) Operating Activities
Net loss for the period	$ (1,994,030)	$ (774,780)	$ (7,218,055)
Add (deduct) items not affecting cash
Amortization	315	436	6,696
Amortization of deferred financing costs	130,314	1,808	132,122
Accretion of convertible debt discount	439,438	-	439,438
Abandonment of capital assets	-	-	6,773
Beneficial conversion feature	230,797	222,119	452,916
Mineral property option payments received	-	-	(46,940)
Write-down and loss on disposal of equity securities	-	6,315	19,105
Write-off of accounts payable	-	-	(1,959)
Write-off of oil and gas properties	-	-	84,500
Issuance of common shares for investor relations	-	56,400	155,400
Issuance of common shares for debt settlement	-	-	3,630
Issuance of common shares for consulting fees	-	-	2,775,000
Issuance of common shares for exploration and      development costs	-	-	513,040
Stock-based compensation	58,000	104,844	243,044
Change in non-cash working capital items related    to operations
Amounts receivable	-	2,122	-
Prepaid fees and expenses	18,615	(35,575)	(16,960)
Advance receivable	(10,200)	-	(10,200)
Accounts payable and accrued liabilities	3,733	(14,263)	222,602
Advances payable	(203,543)	62,794	30,000
Cash used in operating activities	(1,326,561)	(367,780)	(2,209,848)

…/cont’d

SEE ACCOMPANYING NOTES

GOLDEN PATRIOT, CORP.

Continued

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended April 30, 2007 and 2006 and

for the period from November 24, 1998 (Date of Inception of Exploration Stage)

to April 30, 2007

(Stated in US Dollars)

			(Restated
			– Note 13)
			November 24,
			1998 (Date of
			Inception of
			Exploration
		(Restated	Stage) to
		– Note 13)	April 30,
	2007	2006	2007
Cash Flows provided by (used in) Financing Activities
Net proceeds from stock subscriptions	173,955	-	461,811
Common stock issued – options	-	107,500	232,844
Convertible notes payable	1,300,000	700,000	2,000,000
Repayment of convertible notes	(109,983)	-	(109,983)
Deferred financing costs	(140,000)	(110,000)	(250,000)
Note payable repayment	(34,000)	(170,000)	-
Cash flow provided by financing activities	1,189,972	527,500	2,334,672
Cash Flows provided by (used in) Investing Activities
Proceeds from sale of equity securities	-	19,223	27,834
Acquisition of equipment	-	-	(14,343)
Acquisition of oil and gas properties	-	-	(86,500)
Proceeds on disposal of oil and gas property	-	-	2,000
Cash provided by (used in) investing activities	-	19,223	(71,009)
Net increase (decrease) in cash during the period	(136,589)	178,943	53,815
Cash, beginning of the period	190,404	11,461	-
Cash, end of the period	$ 53,815	$ 190,404	$ 53,815
Supplemental cash flow information:
Cash paid for interest	$ 35,574	$ -	$ 35,574

Non-cash Transactions – Note 12

SEE ACCOMPANYING NOTES

GOLDEN PATRIOT, CORP.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

for the period November 24, 1998 (Date of Inception of Exploration Stage)

to April 30, 2007

(Stated in US Dollars)

				Deficit
				Accumulated
	(Note 7)		Additional	During the
	Common Shares		Paid-in	Exploration
	Number	Par Value	Capital	Stage	Total
Stock issued for cash pursuant to  private placement agreements – at $0.03	66,665	$ 67	$ 1,933	$ -	$ 2,000
– at $0.45	442,475	442	198,672	-	199,114
– at $0.60	11,110	11	6,656	-	6,667
– at $14.98	1,335	1	19,999	-	20,000
– at $0.45	37,500	38	16,837	-	16,875
Net loss for the period	-	-	-	(184,872)	(184,872)
Balance, April 30, 1999	559,085	559	244,097	(184,872)	59,784
For cash:
Stock rescission – at $14.98	(1,335)	(1)	(19,999)	-	(20,000)
Stock subscriptions – at $0.30	194,000	194	58,006	-	58,200
Net loss for the year	-	-	-	(135,022)	(135,022)
Balance, April 30, 2000	751,750	752	282,104	(319,894)	(37,038)
For cash:
Stock subscriptions – at $0.30	16,665	16	4,984	-	5,000
Net loss for the year	-	-	-	(74,471)	(74,471)
Balance, April 30, 2001	768,415	768	287,088	(394,365)	(106,509)
Net loss for the year	-	-	-	(77,816)	(77,816)
Balance, April 30, 2002	768,415	768	287,088	(472,181)	(184,325)
For cash:
Stock subscriptions – at $0.45	66,690	67	29,933	-	30,000
Net loss for the year	-	-	-	(92,354)	(92,354)
Balance, April 30, 2003	835,105	835	317,021	(564,535)	(246,679)

…/cont’d

SEE ACCOMPANYING NOTES

GOLDEN PATRIOT, CORP.

Continued

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

for the period November 24, 1998 (Date of Inception of Exploration Stage)

to April 30, 2007

(Stated in US Dollars)

				Deficit
				Accumulated
	(Note 7)		Additional	During the
	Common Shares		Paid-in	Exploration
	Number	Par Value	Capital	Stage	Total
Balance, April 30, 2003	835,105	835	317,021	(564,535)	(246,679)
Stock issued pursuant to debt settlement  agreements – at $0.002	51,772,500	51,773	51,772	-	103,545
Stock issued pursuant to consulting agreements – at $0.02	12,500,000	12,500	237,500	-	250,000
– at $0.52	2,000,000	2,000	1,038,000	-	1,040,000
– at $0.48	3,000,000	3,000	1,437,000	-	1,440,000
– at $0.45	100,000	100	44,900	-	45,000
– at $0.54	9,890	9	5,331	-	5,340
Stock issued to acquire resource properties – at $0.43	1,000,000	1,000	429,000	-	430,000
– at $0.35	222,000	222	77,478	-	77,700
Stock issued for cash pursuant to exercise of  options – at $0.50	250,000	250	125,094	-	125,344
Net loss for the year	-	-	-	(3,519,771)	(3,519,771)
Balance, April 30, 2004	71,689,495	71,689	3,763,096	(4,084,306)	(249,521)
Stock issued pursuant to investor relations  agreements – at $0.36	275,000	275	98,725	-	99,000
Stock issued pursuant to debt settlement  agreements – at $0.75	48,400	48	3,582	-	3,630
Stock-based compensation	-	-	80,200	-	80,200
Net loss for the year	-	-	-	(364,939)	(364,939)
Balance, April 30, 2005	72,012,895	72,012	3,945,603	(4,449,245)	(431,630)
Stock issued for cash pursuant to exercise of  options – at $0.07	1,250,000	1,250	86,250	-	87,500
– at $0.10	200,000	200	19,800	-	20,000
Stock issued pursuant to investor relations  agreements – at $0.079	600,000	600	46,800	-	47,400
– at $0.09	100,000	100	8,900	-	9,000
Stock-based compensation	-	-	104,844	-	104,844
Beneficial conversion feature of callable secured  convertible notes	-	-	222,119	-	222,119
Discount on convertible notes payable	-	-	441,024	-	441,024
Net loss for the year	-	-	-	(774,780)	(774,780)
Balance, April 30, 2006 (restated – Note 13)	74,162,895	74,162	4,875,340	(5,224,025)	(274,523)

…/cont’d

SEE ACCOMPANYING NOTES

GOLDEN PATRIOT, CORP.

Continued

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

for the period November 24, 1998 (Date of Inception of Exploration Stage)

to April 30, 2007

(Stated in US Dollars)

				Deficit
				Accumulated
	(Note 7)		Additional	During the
	Common Shares		Paid-in	Exploration
	Number	Par Value	Capital	Stage	Total
Balance, April 30, 2006 (restated – Note 13)	74,162,895	74,162	4,875,340	(5,224,025)	(274,523)
For cash:
Stock subscriptions – at $0.05	3,900,000	3,900	191,055	-	194,955
Less: share issuance costs	-	-	(21,000)	-	(21,000)
Stock-based compensation	-	-	58,000	-	58,000
Discount on convertible notes payable	-	-	452,729	-	452,729
Conversion of notes payable – Note 7	10,050,000	10,050	547,890	-	557,940
Beneficial conversion feature on convertible  notes payable	-	-	230,797	-	230,797
Warrants issued as finder’s fees		-	25,269	-	25,269
Net loss for the year	-	-	-	(1,994,030)	(1,994,030)
Balance, April 30, 2007	88,112,895	$ 88,112	$ 6,360,080	$ (7,218,055)	$ (769,863)

SEE ACCOMPANYING NOTES

GOLDEN PATRIOT, CORP.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2007 and 2006

(Stated in US Dollars)

Note 1

Nature and Continuance of Operations

The Company is an exploration stage company.  On September 29, 2003, the Company terminated the development of its oil and gas properties and during the year ended April 30, 2004, the Company entered into agreements to acquire mineral claims in Nevada, USA that it intends to explore and develop.  The Company has not yet determined whether these properties contain reserves that are economically recoverable.  The recoverability of the amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying properties, the ability of the Company to obtain the necessary financing to satisfy the expenditure requirements of property agreements and complete the development of the properties, and upon future profitable production or proceeds from the sale thereof.

The Company was incorporated in Nevada, USA on November 24, 1998, as Herrimen Oil & Gas Inc. and commenced operations at that time.  On March 24, 2003, the Company changed its name to Boundaries Capital, Inc. and consolidated its shares on a 150 old to 1 new basis.  On September 29, 2003, the Company changed its name to Golden Patriot, Corp., forward split its common stock on a 5 new for 1 old basis and increased its authorized capital from 50,000,000 to 150,000,000 common shares with a par value of $0.001.  The number of shares issued and outstanding has been restated to give retroactive effect to this forward split of common stock.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At April 30, 2007, the Company had not yet achieved profitable operations, has accumulated a deficit of $7,218,055 since its inception and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 2

Note 2

Summary of Significant Accounting Policies

The consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.  Actual results may vary from these estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Basis of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Golden Patriot Nevada, Corp. (formerly Vocalwave Software Inc.) (“Vocalwave”).  Vocalwave was incorporated in the State of Nevada on August 5, 2003, and was inactive during the period August 5, 2003 to April 30, 2007

Exploration Stage Company

The Company complies with the Statement of Financial Accounting Standards (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises” and The Securities and Exchange Commission Act Guide 7 for its characterization of the Company as exploration stage

Equity Securities

The Company classifies its equity securities as “trading” and they are carried in the financial statements at their fair value equal to their quoted market price at year-end.  Trading securities are classified as current.  Realized and unrealized gains and losses are reported in earnings for the year.

Equipment and Amortization

The Company records computer equipment and office equipment additions at cost and provides for amortization at a rate of 30% and 20% respectively per annum using the declining balance method.

Impairment of Long-lived Assets

Equipment is reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”.  Under SFAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.  An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 3

Note 2

Summary of Significant Accounting Policies – (cont’d)

Mineral Properties

Cost of lease, acquisition, exploration, carrying and retaining unproven mineral properties are expensed as incurred.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of:

i)

completion of a feasibility study: or

ii)

the Company’s commitments to a plan of action based on the then known facts.

There have been no environmental expenses incurred by the Company.

Foreign Currency Translation

The Company’s functional currency is US dollars as substantially all of the Company’s operations are in the United States of America.  The Company used the United States of America dollar as its reporting currency for consistency with registrants of the Securities Exchange commission (“SEC”) and in accordance with the SFAS No. 52.

Assets and liabilities denominate in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the year and are included in the Comprehensive Income Account in Stockholders’ Equity, if applicable.

Transactions undertaken in currencies other than the functional currency of the Company are translated using the exchange rate in effect as of the translation date.  Any exchange gains or losses are included in other income expenses on the Statement of Operation, if applicable.

Basic Loss Per Share

The Company reports basic loss per share in accordance with SFAS No. 128 “Earnings per Share”.  Basic loss per share is computed using the weighted average number of shares outstanding during the year.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 4

Note 2

Summary of Significant Accounting Policies – (cont’d)

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 “Accounting for Income Taxes”.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Convertible Instruments

When the Company issues convertible instruments with detachable instruments, the proceeds of the issuance are allocated between the convertible instrument and other detachable instruments based on their relative fair values pursuant to Accounting Principles Board Opinion No. 14 “Accounting for Convertible debt and Debt Issued with Stock Purchase Warrants” (“APB 14”) and Emerging Issues Task Force (“EITF”) Issue No. 00-27 “Application of Issue No. 98-5 to Certain Convertible Instruments”.  The resulting discount of the convertible instrument is amortized into income as interest expense over the term of the convertible instrument.

When the Company issues convertible debt securities with a non-detachable conversion feature that provides for an effective rate of conversion that is below market value on the commitment date, it is known as a beneficial conversion feature (“BCF”) and pursuant to EITF Issue No. 98-5 “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios” and EITF Issue No. 00-27 “Application of Issue No. 98-5 to Certain Convertible Instruments”, the conversion feature of the security that has characteristics of an equity instrument is measured at its intrinsic value at the commitment date and is recorded as additional paid in capital.  A portion of the proceeds of the security issued is allocated to the conversion feature equal to its intrinsic value to a maximum of the amount allocated to the convertible instrument.  The res ulting discount of the debt instrument is amortized into income as interest expense over the conversion feature’s vesting period.

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash, accounts payable and accrued liabilities, advances payable and note payable approximate their fair value due to the short-term maturity of such instruments.  The Company’s callable secured convertible notes also approximate their fair value.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The Company’s callable secured convertible notes payable are subject to interest rate risk based on the market price of the Company’s common stock and also whether the Company becomes obligated to pay default interest in the event of the notes being in arrears.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 5

Note 2

Summary of Significant Accounting Policies – (cont’d)

Stock-based Compensation

The Company has adopted the Financial Accounting Standards Board SFAS No. 123R “Share-based Payment”, a revision to SFAS No. 123 effective May 1, 2006.  SFAS No. 123R replaces existing requirements under SFAS No. 123 and APB No. 25 and requires public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions.  SFAS No. 123R also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans and the accounting for income tax effects of share-based payment transactions.

Prior to May 1, 2006, the Company elected to apply the intrinsic value method of APB No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and related interpretations in accounting for its stock options on options granted to employees and directors.  Under APB No. 25, compensation expense is only recorded to the extent that the exercise price is less than the market value of the underlying stock on the measurement date, which is usually the date of grant.  Stock-based compensation for employees is recognized on an accelerated basis over the vesting period of the individual options.  Stock options granted to non-employees are accounted for under SFAS No. 123 “Accounting for Stock-based Compensation” and are recognized at the fair value of the options as determined by an option pricing model as the related services are provided and the options earned.  P ro forma fair value information with respect to options granted to employees and directors is disclosed in accordance with SFAS No. 123.

Recently Issued Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”.  The interpretation clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”.  Specifically, the pronouncement prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  The interpretation also provides guidance on the related derecognition, classification, interest and penalties, accounting for interim periods, disclosure and transition of uncertain tax position.  The interpretation is effective for fiscal years beginning after December 15, 2006.  The adoption of FIN 48 is not expected to have a material impact on the Company’s consolidated financial position, results of operations or cash flows; however, the Company is still analyzing the effects of FIN 48.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 6

Note 2

Summary of Significant Accounting Policies – (cont’d)

Recently Issued Accounting Pronouncements – (cont’d)

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”.  This Statement defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure related to the use of fair value measures in financial statements.  The Statement is to be effective for the Company’s financial statements issued in 2008; however, earlier application is encouraged.  The Company is currently evaluating the timing of adoption and the impact that adoption might have on its financial position or results of operations.

In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”).  Due to diversity in practice among registrants, SAB 108 expressed SEC staff views regarding the process by which misstatements in financial statements are evaluated for purposes of determining whether financial statement restatement is necessary.  SAB 108 is effective for fiscal years ending after November 15, 2006, and early application is encouraged.  The Company does not believe SAB 108 will have a material impact on its financial position or results from operations.

In December 2006, the FASB issued FASB Staff Position (“FSP”) EITF 00-19-2, “Accounting for Registration Payment Arrangements”.  This FSP specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement should be separately recognized and measured in accordance with FASB No. 5, “Accounting for Contingencies”.  This FSP is effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that re entered into or modified subsequent to December 31, 2006.  For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to December 31, 2006, the guidance in the FSP is effective January 1, 2006 for the Company.  The Company does not believe that this FSP will have a material impact o n its financial position or results from operations.

On February 15, 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities”.  This Statement establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities.  SFAS No. 159 is effective for the Company’s financial statements issued in 2008.  The Company is currently evaluating the impact that the adoption of SFAS No. 159 might have on its financial position or results of operations.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 7

Note 3

Mineral Properties

Scoonover Properties

By an acquisition agreement dated March 1, 2004, the Company agreed to acquire 100% ownership of the unpatented mining claims and the net smelter royalties throughout five properties (the Dun Glen (28 claims), Debut (16 claims), SMH (20 claims) and Gold View properties (76 claims)) located in Pershing and Eureka Counties, Nevada, in consideration for $10,000 (paid) and 1,000,000 common shares (issued) valued at $441,200.  The vendor is a related party by virtue of a former common director.

By an option agreement dated July 26, 2004, the Company granted Minterra Resources Corp. (“Minterra”) the option to earn a 50% ownership interest in the Gold View and Dun Glen properties (including the Sierra claims).  As consideration Minterra was required to reimburse the Company its costs up to $30,000 per property or $60,000 (paid), issue to the Company 100,000 common shares per property or 200,000 common shares valued at $46,940 (issued) and incur Cdn$1,000,000 of exploration costs per property or Cdn$2,000,000 of exploration costs within three years.  Minterra was also responsible for all of the advance royalty payments and net smelter return royalties on these properties.  Minterra terminated its option in the Dun Glen property during the year ended April 30, 2006 and terminated the Gold View claims during the year ended April 30, 2007.  The Company has also abandoned its inte rest in these claims

By an option agreement dated November 3, 2006, the Company granted Canasia Industries Corporation the option to earn an undivided 50% interest in the Debut Prospect for consideration of the Optionor incurring exploration expenditures aggregating Cdn$1,000,000 over ten years from the execution of the agreement and to make all necessary payments to keep the property in good standing.  The optionor is a related party by virtue of a common director and a common officer.

Lucky Boy Project

By an option agreement dated March 17, 2005 and amended March 17, 2006, the Company was granted the option to acquire a 100% interest in 14 mineral claims and an 80 acre State Lease (the Lucky Boy Uranium Project) located in Gila County, Arizona in consideration for property payments of $75,000 and incurring exploration and development costs totalling $925,000 as follows:

	Exploration and
Property Payments	Development Costs	Due Date
$ 25,000 (paid)	$ -	On execution
25,000 (paid)	-	April 17, 2006
25,000	500,000 (incurred)	March 17, 2007
-	425,000	March 17, 2008
$ 75,000	$ 925,000

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 8

Note 3

Mineral Properties – (cont’d)

Lucky Boy Project – (cont’d)

Once the Company spends a cumulative amount of $500,000 on the Lucky Boy project, it has the right to earn up to a 60% interest on the property and the right to earn an additional 8% for each $100,000 spent on the project.

As of April 30, 2007, the Company has paid $50,000 in property payments and $489,072 (total: $539,072) in exploration and development costs toward this project.  After accumulating the required $500,000 on the Lucky Boy Project, the Company exercised its option to acquire a 60% interest on the property.  The property payment due on March 17, 2007 was not paid and therefore the Company does not have the right to earn any further interest on this property, nor does it have the requirement for maintaining the option to spend the final $425,000.

The agreement is subject to a 3% uranium oxide royalty.

By an option agreement dated March 17, 2005, the Company granted Rodinia Minerals Inc. (“Rodinia”) the option to acquire up to a 40% interest of the Company’s interest in the Lucky Boy Project in consideration of Rodinia deferring its acquisition of an interest in the Lucky Boy Project in favour of the Company.  The option shall be exercisable from time to time, as to 40% of the interest in respect of which the Company has exercised its right to acquire pursuant to the terms of the above-noted option agreement.  

The Company staked an additional 12 mineral claims that are not subject to either option agreement referred to above.  A company has indicated it holds an interest in these claims, which is disputed by the Company.  The Company is unable to determine the amount of loss, if any, that would result from the dispute.  

Note 4

Equipment

	2007
		Accumulated
	Cost	Amortization	Net
Computer equipment	$ 1,862	$ 1,319	$ 543
Office equipment	718	387	331
	$ 2,580	$ 1,706	$ 874

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 9

Note 4

Equipment – (cont’d)

	2006
		Accumulated
	Cost	Amortization	Net
Computer equipment	$ 1,862	$ 1,087	$ 775
Office equipment	718	304	414
	$ 2,580	$ 1,391	$ 1,189

Note 5

Advances Payable

Advances payable were unsecured, non-interest bearing and have no specific terms for repayment.

Note 6

Note Payable

The note payable is unsecured, was originally due on October 27, 2005 and bears interest at 5% per annum on the unpaid balance.  On October 27, 2005 the note was extended for 36 months and the interest rate increased to 6% effective November 1, 2005.  On April 18, 2006, $170,000 of the note was repaid.  The balance of $34,000 was repaid on May 22, 2006.

Note 7

Callable Secured Convertible Notes

a)

Callable Secured Convertible Notes

On April 12, 2006, the Company entered into a Securities Purchase Agreement to sell callable secured convertible notes (the “notes”) having an aggregate principal amount of $2,000,000. On the same day the Company issued notes totalling $700,000, maturing on April 12, 2009, and warrants to purchase 11,000,000 shares of the common stock at $0.30 per share, subject to adjustment for the effects of dilutive issuance, exercisable until April 12, 2013.  On May 19, 2006, the Company issued notes totalling $600,000, maturing on May 19, 2009, and warrants to purchase 11,000,000 shares of common stock at $0.30 per share, subject to adjustment for the effects of dilutive issuance, exercisable until May 19, 2013.  On August 22, 2006, the Company issued notes totalling $700,000 with terms identical to the above-noted notes except that there were no warrants attached.

The notes bear interest at 6%, are secured by all of the assets of the Company, are payable quarterly provided that no interest shall be due and payable for any month in which the trading price of the Company’s common stock on the OTC Bulletin Board is greater than $0.1125 per share for each trading day of the month and are convertible into shares of common stock of the Company at the rate of the Applicable Percentage multiplied by the Market Price which is defined as the average of the lowest three trading prices for the common stock during the 20 day period prior to conversion.  The Applicable Percentage is 60% as a registration statement was declared effective by the SEC on August 18, 2006.  

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 10

Note 7

Callable Secured Convertible Notes – (cont’d)

a)

Callable Secured Convertible Notes – (cont’d)

The notes contain a provision whereby no holder is able to convert any part of the note into shares of the Company’s common stock, if such conversion would result in beneficial ownership of the holder and its affiliates of more than 4.99% of the Company’s then outstanding shares of common stock.  The convertible feature of the notes provide for a rate of conversion that is below market value.

A finder’s fee of 10% cash was paid on the sale of the notes.  In addition, warrants to purchase up to 1,000,000 shares, exercisable at $0.30 per share for a five-year term, were issued to the finder.  The warrants were recorded at their fair value upon issuance and recorded as a deferred financing charge (Note 7(b)).

During the year ended April 30, 2007, $557,940 of the convertible notes were converted into shares of the Company’s common stock at prices ranging between $0.03 per share and $0.10 per share for a total of 10,050,000 common shares issued.

At April 30, 2007, the principle balance of the convertible notes was $1,332,078, after giving consideration to the conversions noted above and the repayment of $109,982 in principle and $35,574 in interest during the year ended April 30, 2007.  Subsequent to April 30, 2007, $142,375 of these notes was converted to 6,800,000 shares of common stock.

b)

Deferred Financing Costs

Deferred financing costs with respect to the above-noted convertible debentures totalling $275,269 ($50,000 for legal fees and $225,269 for finders’ fees including warrants issued with a fair value of $25,269) have been capitalized and are being amortized over three years, being the term of the convertible notes.  If the convertible note, or any part thereof, is converted or repaid, then the unamortized deferred financing charges related to the extinguished debt are expensed at the date of conversion or repayment.

	2007	2006
Balance, beginning of year	$ 108,192	$ -
Deferred finance costs	165,269	110,000
Less: amortization	(130,314)	(1,808)
	143,148	108,192
Less: current portion	(76,125)	(36,667)
Long-term portion of deferred finance costs, end of year	$ 67,023	$ 71,526

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 11

Note 7

Callable Secured Convertible Notes – (cont’d)

b)

Deferred Financing Costs – (cont’d)

The amortization of deferred finance costs is included in finance charges in the consolidated statement of operations.

c)

Summary of Callable Secured Convertible Notes

The accompanying financial statements comply with current requirements relating to warrants and embedded derivatives as described in EITF 98-5, EITF 00-19 and APB 14 as follows:

·

The Company allocated the proceeds received between convertible debt and detachable warrants based upon the relative fair values on the date the proceeds were received.  The discount on the debt recorded as a result of allocating the proceeds to the detachable warrants is netted against the face value of the debt for financial statement presentation purposes.

·

The Company recorded beneficial conversion features on the remaining amount allocated to the convertible debt based on an evaluation in accordance with EITF 00-27 using the effective conversion price.

·

The Company accreted debt principal of $439,438 during the year ended April 30, 2007, which is included in interest expense.

The following table summarizes the various components of convertible debentures for the years ended April 30, 2007 and 2006:

		(Restated
		– Note 13)
	2007	2006
Balance, beginning of year	$ 700,000	$ -
Callable secured convertible notes issued during the year	1,300,000	700,000
Less: repayment	(109,982)	-
conversions	(557,940)	-
debt discounts	(893,754)	(441,024)
	438,324	258,976
Accretion of discount	439,438	-
Balance, end of the year	$ 877,762	$ 258,976

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 12

Note 7

Callable Secured Convertible Notes – (cont’d)

c)

Summary of Callable Secured Convertible Notes – (cont’d)

As a result of applying the provisions of EITF 98-5 and EITF 00-27 for the year ended April 30, 2007, the Company, recorded an interest expense of $230,797 on the convertible notes issued on May19, 2007.  The interest expense was the result of a deemed beneficial conversion feature of the warrants issued along with the convertible notes.

Note 8

Capital Stock – Notes 7, 12 and 15

On March 24, 2003, the Company consolidated its common stock on a 150 old for 1 new basis.  On September 29, 2003, the Company forward split its common stock on a 5 new for 1 old basis and increased its authorized capital from 50,000,000 to 150,000,000 common shares with a par value of $0.001.  The number of shares issued and outstanding has been restated to give retroactive effect to this forward split of common stock.

By amended consulting agreements dated August 1, 2003, the Company retained the services of two consultants for a twelve-month period to provide technical, business and/or management services to the Company.  In consideration for these services, the Company issued a total of 12,500,000 common shares to these consultants, which are recorded at a fair value of $250,000.

The Company also agreed to issue up to an additional 12,500,000 common shares as additional consideration for services should the Company and the consultants determine such consideration is appropriate.  These shares were issued into escrow at that time.  During the year ended April 30, 2004, 5,000,000 of these common shares have been released from escrow and were recorded at a fair value of $2,480,000.  The balance of the escrow shares were cancelled during the year ended April 30, 2006.

As approved by the shareholders of the Company, effective June 6, 2006, the Company increased its authorized capital to 1,000,000,000 shares.

Share Purchase Options

The Company has share purchase option plans, which authorizes the board of directors to grant shares as incentive share purchase options to directors, officers, employees and consultants.  The exercise price of the options is determined by the fair market value of the shares at the closing price on the date of the grant.

During the years ended April 30, 2007 and 2006, the change in share purchase options outstanding is as follows:

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 13

Note 8

Capital Stock – Notes 7, 12 and 15 – (cont’d)

Share Purchase Options – (cont’d)

	April 30, 2007		April 30, 2006
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Shares	Price	Shares	Price
Options outstanding, beginning of year	3,350,000	$0.10	3,850,000	$0.08
Granted	-	-	4,250,000	$0.10
Exercised	-	-	(1,450,000)	$0.07
Expired	(1,250,000)	$0.10	(3,300,000)	$0.09
Options outstanding and exercisable,  end of year	2,100,000	$0.10	3,350,000	$0.10

At April 30, 2007 and 2006, the share purchase options were outstanding as follows:

	April 30, 2007			April 30, 2006
		Exercise			Exercise
	Number	Price	Expiry	Number	Price	Expiry
Directors and employees	1,000,000	$0.10	Jun 19/07	1,000,000	$0.10	Jun 19/06
Consultants	1,100,000	$0.10	Mar 17/09	1,100,000	$0.10	Mar 17/09
				1,250,000	$0.10	Aug 14/06
	2,100,000			3,350,000

All share purchase options vest immediately at the date of the grant with the exception of 1,100,000 share purchase options granted to a consultant.  200,000 of these share purchase options vest immediately with the remaining 900,000 share purchase options to vest at 100,000 shares per month until fully vested.  At April 30, 2007 and 2006, these share purchase options have fully vested.  On June 18, 2007, the 1,000,000 options to directors and employees were re-priced from $0.10 per share to $0.04 per share and the expiry date was extended to June 19, 2008.

The fair value of the stock-based compensation has been determined using the Black-Scholes option valuation model with the following assumptions:

	2007	2006
Expected dividend yield	0.0%	0.0%
Expected volatility	117%	90-149%
Risk-free interest rate	4.7%	2.38-3.0%
Weighted average expected term in years	1 year	1 – 3 years

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 14

Note 8

Capital Stock – Notes 7, 12 and 15 – (cont’d)

Share Purchase Options – (cont’d)

The expected volatility was calculated based on the Company’s historical share prices.

The Black-Scholes option valuation model requires the input of highly subjective assumptions including the expected price volatility.  Changes in the subjective input assumptions can materially affect the fair value estimate and therefore the Black-Scholes model does not necessarily provide a reliable single measure of the fair value of the Company’s share purchase options.

The compensation charge associated with consultant’s option in the amount of $58,000 is included in the statement of operations for the year ended April 30, 2007 (2006: $104,844).

The compensation charge associated with directors’ and employees’ options granted by the year ended April 30, 2006 in the amount of $27,100 is not recognized in the financial statements, but included in the pro forma amounts below.

Had compensation cost associated with directors’ and employee options been determined based on fair value at the grant date, pro forma loss and loss per share would have been as follows:

	(Restated
	– Note 13)
	Year ended
	April 30,
	2006
Net loss	$ (774,780)
Pro forma compensation cost	(27,100)
Pro forma net loss	$ (801,880)
Pro forma net loss per share	$ (0.01)

Share Purchase Warrants

As at April 30, 2007, 26,000,000 share purchase warrants were outstanding which entitle the holders thereof the right to purchase 26,000,000 common shares.  23,000,000 warrants were granted at $0.30 per share expiring on March 31, 2012 (1,000,000), April 12, 2013 (11,000,000), May 19, 2013 (11,000,000) and 3,000,000 were granted at $0.10 per share expiring March 28, 2014.  

1,000,000 of the above Share Purchase Warrants were issued as a finder’s fee.  The warrants were valued at $0.0253 per share and included in the financial statements for the year ended April 30, 2007, as a $25,269 financing expense.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 15

Note 8

Capital Stock – Notes 7, 12 and 15 – (cont’d)

Share Purchase Warrants – (cont’d)

The share purchase warrants are summarized as follows:

	2007		2006
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Number	Price	Number	Price
Balance, beginning of year	11,000,000	$0.30	-	-
Issued	15,000,000	$0.26	11,000,000	$0.30
Balance, end of the year	26,000,000	$0.28	11,000,000	$0.30

Note 9

Related Party Transactions – Note 3

The Company was charged the following amounts by directors of the Company or companies with directors or officers in common:

			November 24,
			1998 (Date of
			Inception of
			Exploration Stage
			to April 30,
	2007	2006	2007
Administration fees	$ -	$ -	$ 14,527
Equipment	-	-	3,547
Consulting fees	52,200	27,000	243,037
Cost recovery	-	-	(4,000)
Exploration and development costs	-	-	16,492
Management fees	120,331	6,000	411,161
Rent	9,730	5,200	16,362
Write-off of oil and gas properties	-	-	45,000
	$ 182,261	$ 63,200	$ 746,126

At April 30, 2007 prepaid fees and expenses includes $Nil (2006: $12,000) paid to a company with a common director for management fees paid in advance.

At April 30, 2007, accounts payable includes $9,806 (2006: $7,650) owing to companies with an officer in common.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 16

Note 10

Future Tax Assets

The significant components of the Company’s deferred tax assets are as follows:

	2007	2006
Future tax assets
Non-capital loss carryforwards	$ 2,190,466	$ 1,637,733
Valuation allowance for deferred tax assets	(2,190,466)	(1,637,733)
	$ -	$ -

The amount taken into income as future tax assets must reflect that portion of the income tax loss carryforwards which is likely to be realized from future operations.  The Company has provided an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry, as it is more likely than not that all of the future tax assets will not be realized.

Note 11

Income Taxes

No provision for income taxes has been provided in these financial statements due to the net loss.  At April 30, 2007, the Company has net operating loss carryforwards, which expire commencing in 2019 totalling approximately $5,500,000, the benefit of which has not been recorded in the financial statements.

Note 12

Non-cash Transactions

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the investing and financing activities sections of the statement of cash flows.

During the year ended April 30, 2006, the Company issued 700,000 common shares, at a value of $56,400 to consultants for investor relation services.  This amount is included in investor relations expense, included in Operating Activities – Net loss.

During the year ended April 30, 2007:

-

the Company issued 10,050,000 common shares having a value of $557,940 pursuant to the conversion of callable secured notes.

-

the Company issued 1,000,000 warrants having a fair value of $25,269 in respect of fees associated with the issuance of callable secured convertible notes.

These transactions were excluded from the investing and financing sections of the statements of cash flows.

Golden Patriot, Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

April 30, 2007 and 2006

(Stated in US Dollars) – Page 17

Note 13

Restatement of Prior Period Financial Statements

The Company has restated its financial statements for its year ended April 30, 2006 as a result of reassessing the manner in which it accounts for the provisions of its outstanding Callable Secured Convertible Notes (“Notes”). The Company had recorded derivative liabilities for each of the embedded conversion feature and detachable warrant components of the notes under the provisions of Statement of Financial Accounting Standards No.133, “Accounting for Derivative Instruments and Hedging Activities”, (“SFAS 133”). However, these components of the notes meet the definition of equity instruments as prescribed by the Emerging Issues Task Force “EITF” Issue No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Stock”. As a result, these components of the Notes qualify for the scope exception in SFAS 133 an d instead, the proceeds received in respect of the Notes are allocated between the debt instrument and the detachable warrants based on their relative fair values in accordance with the provisions of APB-14, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants”.  Subsequent to the allocation of proceeds, the balance allocated to the debt portion of the instrument is evaluated, in accordance with EITF 98-5, “Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios”, to determine whether the instrument contains a beneficial conversion feature at inception. Moreover, EITF 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments” indicates that this evaluation is done using the effective conversion price inherent in the debt instrument. Any discount resulting from a beneficial conversion feature is expensed as interest expense at inception given that the debt is immediately convertible. On April 12, 2006, the Company issued Notes totalling $700,000 with detachable warrants to purchase 11,000,000 shares of the Company’s common stock and which were allocated a fair value of $441,024 and the Notes were also determined to have a beneficial conversion feature valued at $ 222,119.

As a result of the foregoing, the financial statements for the year ended April 30, 2006 have been restated: interest expense has decreased by $1,361,144 from $1,594,167 to $233,023 and net loss for the period has decreased by the same amount from $2,135,924 to $774,077; the basic loss per share decreased from $0.03 to $0.01; the warrant and derivative liabilities of $1,192,070 and $387,540 respectively were eliminated, the callable secured convertible notes balance decreased by $3,652, net of the discount of 441,024 and the additional paid-in capital balance increased by $222,119 from $4,653,221 to $4,875,340.

Note 14

Comparative Figures

Certain of the comparative figures have been reclassified to conform with the presentation used in the current year.

Note 15

Subsequent Events – Notes 7 and 8

Subsequent to April 30, 2007, the Company granted 1,500,000 share purchase options at  $0.04 per share, expiring June 19, 2008.

CORRESP

GOLDEN PATRIOT, CORP.

May 8, 2008

SENT VIA FACSIMILE: (202) 772-9369

CONFIRMATION VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:

Mark Wojciechowski, Staff Accountant

Re:

Golden Patriot, Corp.

Form 10-KSB for the Fiscal Year ended April 30, 2006

Filed August 11, 2006

Form 10-KSB for the Fiscal Year ended April 30, 2007

Filed August 14, 2007

File Number 000-33065

Dear Mr. Wojciechowski:

We have received and read your letter dated September 27, 2007, regarding the above-referenced matters.  In response to your comments and inquiries specified in that letter, we offer the following information.  

General

1.  We acknowledge the following:

(a)

We are responsible for the adequacy and accuracy of the disclosure in the above filings;

(b)

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

(c)

We may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Form 10-KSB for the Fiscal Year ended April 30, 2007

Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

2.

We have amended our filing for the certification for the period ending April 30, 2007 to correct the date of the period the certification is in regards to from April 30, 2006 to April 30, 2007.

Hopefully, the information specified by the provisions of this letter is completely responsive to your questions on comments specified in your letter dated March 6, 2007.  Of course, in the event you have additional questions or comments regarding this matter, please do not hesitate to contact us.  Thank you.

Sincerely,

Golden Patriot, Corp.,

a Nevada corporation

By: /s/ Bradley Rudman

       Bradley Rudman

Its: President

626 RexCorp Plaza

Uniondale, New York 11556