SB-1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Patriot Power Corp.

(Name of small business issuer in its charter)

Nevada	1090	98-0460209
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

502 East John Street, Carson City, Nevada, 89706

847-537-3800

(Address and telephone number of principal executive offices)

502 East John Street, Carson City, Nevada, 89706

(Address of principal place of business or intended principal place of business)

CSC Services of Nevada

502 East John Street, Carson City, Nevada, 89706

(Name, address and telephone number of agent for service)

Copies of all communication to:

John. D. Briner Law Corp., 999 W. Hastings, Suite 510, Vancouver, BC V6C 2W2

(604) 685-7552

Approximate date of proposed sale to the public: As soon as practicable after the effective date of the Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.	x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.	o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.	o

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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Dollar Amount to be registered	Number of Shares to be registered	Proposed maximum offering price per unit	Amount of registration fee
Common stock	$9,999,000	3,333,000	$3.00	$100

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Disclosure alternative used (check one): Alternative 1 Alternative 2 X    

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Subject to Completion, Dated March 15, 2007.

PROSPECTUS

Patriot Power Corp.

3,333,000 Shares of Common Stock

The selling shareholders named in this prospectus are offering 3,333,000 shares of common stock of Patriot Power Corp. We will not receive any of the proceeds from the sale of these shares. The shares were acquired by the selling shareholders directly from us in a private offering of our common stock that was exempt from registration under the securities laws. The selling shareholders have set a fixed offering price for these securities of $3.00 per share and an offering period of four months from the date of this prospectus. If, after four months all shares of common stock offered herein have not been sold, we will file a post effective amendment to extend the offering or file a post effective amendment to deregister any unsold shares. We will sell our securities at a fixed price until our securities are quoted on the OTC Bulletin Board, or other specified market, and thereafter at prevailing market prices or privately negotiated prices. See Security Ownership of Selling Shareholders and Management for more information about the selling shareholders.

Our common stock is presently not traded on any market or securities exchange. The offering price may not reflect the market price of our shares after the offering. The selling shareholders will sell the common stock at a fixed price of $3.00 until the shares are quoted on the OTC Bulletin Board, or other specified market, and thereafter at prevailing market prices or privately negotiated prices.

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss. See Risk Factors beginning on page 5.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Shares Offered by Selling Shareholders	Price To Public	Selling Agent Commissions	Proceeds to Selling Shareholders
Per Share	$3.00	Not applicable	$3.00
Minimum Purchase	No minimum	Not applicable	Not applicable
Total Offering	$9,999,000	Not applicable	$9,999,000

Proceeds to the selling shareholders do not include offering costs, including filing fees, printing costs, legal fees, accounting fees, and transfer agent fees estimated at $10,000. Patriot Power Corp. will pay these expenses.

This Prospectus is dated March 15, 2007.

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TABLE OF CONTENTS

Page

PROSPECTUS SUMAMRY	4
The Offering	4
Selected Financial Information	5
RISK FACTORS	10
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	10
USE OF PROCEEDS	11
Determination of Offering Price	11
DILUTION	12
SELLING SECURITY HOLDERS	12
PLAN OF DISTRIBUTION	14
BUSINESS OF THE ISSUER	16
Business Development	17
Options Agreements with Maggie May Minerals and Rodinia Minerals	17
Option Agreement with Maggie May Minerals	17
Option Agreement with Rodinia Minerals	17
Loan Agreement with Atomic Minerals	18
Mormon Lake Claims Gila County, Arizona	19
Location of the Mormon Lake Claims	19
Property Access	19
Regional Geology	19
2 Geology of Property	20
Exploration History at the Mormon Lake Property	20
Phase One Exploration (proposed exploration)	22
Overveiw of the Uranium Mining and the Industry	26
Compliance With Government Regulation	28
Employees	28
PLAN OF OPERATIONS	28
Results of Operations	29
Liquidity And Capital Resources	29
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES	30
REMUNERATION OF DIRECTORS AND OFFICERS	31
SECURITY OWNERSHIP OF MANAGMENT AND CERTAIN SECURITY HOLDERS	31
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS	31
SECURITIES BEING OFFERED	31
Common Stock	32
Transfer Agent And Registar	32
SEC POSITION ON INDEMNIFICATION	32
LEGAL MATTERS	33
EXPERTS	33
AVAILABLE INFORMATION	33
REPORTS TO STOCKHOLDERS	33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	34
Financial Statements	36
NOTES TO FINANCIAL STATEMENTS	36
DEALER PROSPECTUS DELIVERY OBLIGATION	41
PART II -  INFORMATION NOT REQUIRED IN PROSPECTUS	61
ITEM 1. INDEMNIFICATIONOF DIRECTORS AND OFFICERS	61
ITEM 2. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION	61
ITEM 3. UNDERTAKINGS	61
ITEM 4. UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR	63
ITEM 5. INDEX TO EXHIBITS	64
ITEM 6. DESCRIPTION OF EXHIBITS	64
SIGNATURES	65

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PROSPECTUS SUMMARY

Patriot Power Corp.

Patriot Power Corp., also referred to as Patriot Power, Patriot or the Company, is an exploration stage company engaged in the acquisition and exploration of uranium properties. Our business model is focused on exploring properties in areas where uranium mineralization is present and where there have been previous uranium exploration activities.

Our auditors have issued a going concern opinion, raising substantial doubt about Patriot Power’s financial prospects and the Company’s ability to continue as a going concern. Since our inception on March 07, 2005 through to the period ended March 31, 2006 we have not earned any revenues. In addition, we have limited active business operations. We will require additional financing in order to complete the full exploration program described more fully in the section entitled, Business of the Issuer.

The Offering

Securities offered	3,333,000 shares of common stock
Selling shareholder(s)	28
Offering price	$3.00 per share
Shares outstanding prior to the offering	26,035,000 shares of common stock
Use of proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders.

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RISK FACTORS

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, PROSPECTIVE PURCHASERS OF THE UNITS OFFERED HEREBY SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING THE COMPANY AND ITS BUSINESS.

IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES, INCLUDING THOSE THAT WE DO NOT KNOW ABOUT OR THAT WE CURRENTLY DEEM IMMATERIAL, ALSO MAY ADVERSELY AFFECT OUR BUSINESS. THE TRADING PRICE OF OUR SHARES OF COMMON STOCK COULD DECLINE DUE TO ANY OF THESE RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

THE SECURITIES WE ARE OFFERING THROUGH THIS PROSPECTUS ARE SPECULATIVE BY NATURE AND INVOLVE AN EXTREMELY HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. WE ALSO CAUTION PROSPECTIVE INVESTORS THAT THE FOLLOWING RISK FACTORS, AMONG OTHERS, COULD CAUSE OUR ACTUAL FUTURE OPERATING RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD LOOKING STATEMENTS, ORAL OR WRITTEN, MADE BY OR ON BEHALF OF US. IN ASSESSING THESE RISKS, WE SUGGEST THAT YOU ALSO REFER TO OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, INCLUDING OUR FINANCIAL STATEMENTS AND RELATED NOTES.

RISKS RELATED TO OUR COMPANY AND OUR INDUSTRY

THE EXPLORATION OF MINERAL DEPOSITS INVOLVES SIGNIFICANT FINANCIAL RISK. IF WE FAIL TO DISCOVER AN ECONOMICALLY EXPLOITABLE BODY OF MINERALIZATION, OR WE DO NOT HAVE THE MONEY TO REMOVE THE MINERALIZED MATERIAL, YOU MAY LOSE ALL OR PART OF YOUR ENTIRE INVESTMENT.

Patriot Power Corp. is engaged in exploration activity for uranium. The exploration of mineral deposits involves significant financial and other risks over an extended period of time, which the combination of careful evaluation, experience and knowledge may not eliminate. Few properties that are explored are ultimately developed into producing mines. It is possible that the Company’s exploration program will fail to locate sufficient resources to warrant further exploration.

The Company's exploration properties are all at the exploration stage and do not contain any reserves at this time. It is impossible to ensure that the current or proposed exploration programs on properties in which the Company has an interest will result in the delineation of mineral deposits or in profitable commercial mining operations. If we don't find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you may lose all or part of your investment. 

WE HAVE A LIMITED OPERATING HISTORY.THERE CAN BE NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN GROWING OUR URANIUM EXPLORATION ACTIVITIES.

The Company has a limited history of operations. As a result of our brief operating history and limited activities in uranium exploration activities, our success to date in entering into ventures to acquire interests in exploration blocks may not be indicative that we will be successful in entering into any further ventures. There can be no assurance that we will be successful in growing our uranium exploration activities. Any future significant growth in our uranium exploration activities will place demands on our executive officers, and any increased scope of our operations will present challenges to us due to our current limited management resources. Our future performance will depend upon our management and their ability to locate and negotiate opportunities to participate in joint venture and other arrangements whereby we can participate in exploration opportunities. There can be no assurance that we will be successful in these efforts. Our inability to locate additional opportunities, to hire additional management and other personnel or to enhance our management systems could have a material adverse effect on our results of operations. There can be no assurance that the Company's operations will be profitable.

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At March 31, 2006, the Company had no revenue-producing operations. The Company is not currently operating profitably and it should be anticipated that it will no produce revenue and will operate at a loss at least until such time when the production stage is achieved, if production is, in fact, ever achieved.

WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR INDEPENDENT AUDITOR HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The report of our independent accountant to our audited financial statements for the period ended March 31, 2006 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Our auditor reports that we have no source of revenue and that we are dependent upon obtaining adequate financing if we are to succeed. If we are not able to continue as a going concern, it is likely investors will lose all of their investment.

WE MAY RAISE ADDITIONAL CAPITAL AND, THEREBY, FURTHER DILUTE THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING.

Patriot Power may need to raise additional capital, in addition to the financing as reported in this registration statement, by issuing additional shares of common stock and will, thereby, increase the number of common shares outstanding. There can be no assurance that this additional capital will be available to meet these continuing exploration costs or, if the capital is available, that it will be available on terms acceptable to the Company. The issuances of additional equity securities by the Company may result in a significant dilution in the equity interests of its current shareholders. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success of the Company will almost certainly be adversely affected.

To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments. If we are able to raise additional capital, we cannot assure that it will be on terms that enhance the value of our common shares.

THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL BECAUSE OUR PRESIDENT DOES NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION.

Mr. Ronald Atlas, our President and a Director of the Company, does not have formal training as a geologist or in the technical aspects of management of a mineral exploration company. Our President lacks technical training and experience with exploring for, starting, and operating a mine, and may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.

WE ARE DEPENDENT ON KEY PERSONNEL. IF WE ARE NOT ABLE TO RETAIN THE SERVICES OF OUR KEY PERSONNEL OUR BUSINESS COULD BE ADVERSELY AFFECTED.

The success of our operations and activities is dependent to a significant extent on the efforts and abilities of key Officers and Directors. The loss of the services of Ron Atlas, our President and a Director, and Ken Thorsen, a Director, could have a material adverse effect on our business. The Company has not purchased key man life insurance for any of these individuals.

MINERAL EXPLORATION AND PROSPECTING FOR URANIUM IS HIGHLY COMPETITIVE AND SPECULATIVE.

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The process of mineral exploration and prospecting for uranium is a highly competitive and speculative business. In seeking available opportunities, the Company will compete with a number of other companies, including established, multi-national companies that have more experience and resources than the Company. We compete with other exploration companies looking for uranium deposits. Because we may not have the financial and managerial resources to compete with other companies, we may not be successful in our efforts to acquire new projects. However, while we compete with other exploration companies, there is no competition for the exploration or removal of mineral from our claims.

THE IMPRECISION OF MINERAL DEPOSIT ESTIMATES MAY PROVE ANY RESOURCE CALCULATIONS THAT WE MAKE TO BE UNRELIABLE.

Mineral deposit estimates and related databases are expressions of judgment based on knowledge, mining experience, and analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral deposit estimates are imprecise and depend upon statistical inferences, which may ultimately prove unreliable. Furthermore, none of the Company's mineral deposits are considered reserves, and there can be no assurances that any of such deposits will ever be reclassified as reserves. Mineral deposit estimates included here have not been adjusted in consideration of these risks and, therefore, no assurances can be given that any mineral deposit estimate will ultimately be reclassified as reserves.

WE ARE SENSITIVE TO URANIUM PRICE FLUCTUATIONS. THE PRICE OF URANIUM IS VOLATILE AND PRICE CHANGES ARE BEYOND OUR CONTROL.

Uranium prices are subject to fluctuation. The prices for uranium have been and will continue to be affected by numerous factors beyond the Company's control. Factors that affect the price of uranium include the demand for nuclear power, political and economic conditions in uranium producing and consuming countries, uranium supply from secondary sources and uranium production levels and costs of production. Price volatility and downward price pressure, which can lead to lower prices for uranium, could have a material adverse effect on the costs or the viability of our projects.

COMPLIANCE WITH ENVIRONMENTAL CONSIDERATIONS AND PERMITTING COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COSTS OR THE VIABILITY OF OUR PROJECTS. THE HISTORICAL TREND TOWARD STRICTER ENVIRONMENTAL REGULATION MAY CONTINUE, AND, AS SUCH, REPRESENTS AN UNKNOWN FACTOR IN OUR PLANNING PROCESSES.

Compliance with environmental considerations, government permitting and regulations has a material effect on the economics of our operations and the timing of project execution. Our primary regulatory costs have been related to obtaining licenses and permits from federal and state agencies before the commencement of mining activities. An environmental impact study that must be obtained on each property in order to obtain governmental approval to mine on the properties is also a part of the overall operating costs of a mining company.

Although the Company believes that its operations are in compliance, in all material respects, with all relevant permits, licenses and regulations involving worker health and safety as well as the environment, the historical trend toward stricter environmental regulation may continue. The uranium industry is subject not only to the worker health and safety and environmental risks associated with all mining businesses, but also to additional risks uniquely associated with uranium mining and milling. The possibility of more stringent regulations exists in the areas of worker health and safety, the disposition of wastes, the decommissioning and reclamation of mining and milling sites, and other environmental matters. Complications to compliance with environmental considerations resulting from the introduction of regulations and permittingthat are more stringent could have a material adverse effect on the costs or the viability of a particular project.

FUTURE CHANGES IN GOVERNMENTS, REGULATIONS AND POLICIES, COULD ADVERSELY AFFECT THE COMPANY'S RESULTS OF OPERATIONS FOR A PARTICULAR PERIOD AND ITS LONG-TERM BUSINESS PROSPECTS.

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Mining and exploration activities, particularly uranium mining and milling in the United States, are subject to extensive regulation by state and federal governments. Such regulation relates to production, development, exploration, exports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine and mill reclamation, mine and mill safety, toxic substances and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing, operating mines and other facilities. Furthermore, future changes in governments, regulations and policies, could adversely affect the Company's results of operations in a particular period and its long-term business prospects.

Worldwide demand for uranium is directly tied to the demand for energy produced by the nuclear electric industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals, which are complex and time consuming to obtain and which, depending upon the location of the project, involve various governmental agencies. The duration and success of such approvals are subject to many variables outside the Company's control.

RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

We will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. We do not have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of mineral claims and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.

OUR COMPANY WAS RECENTLY FORMED AND WE HAVE NOT PROVEN THAT WE CAN GENERATE A PROFIT. IF WE FAIL TO GENERATE INCOME AND ACHIEVE PROFITABILITY, AN INVESTMENT IN OUR SECURITIES MAY BE WORTHLESS.

We have no operating history and have not proved we can operate successfully. If we fail, your investment in our common stock will become worthless. From inception to March 31, 2006, we have not earned any revenue. We face all of the risks inherent in a new business. The purchase of the securities offered hereby must therefore be regarded as the placing of funds at a high risk in a new or start-up venture with all the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject.

THE COMPANY HAS NOT PAID ANY CASH DIVIDENDS ON ITS SHARES OF PREFERRED OR COMMON STOCK AND DOES NOT ANTICIPATE PAYING ANY SUCH DIVIDENDS IN THE FORESEEABLE FUTURE.

Payment of future dividends, if any, will depend on earnings and capital requirements of the Company, the Company’s debt facilities and other factors considered appropriate by the Company’s Board of Directors. To date, the Company has not paid any cash dividends on its Common Stock and does not anticipate paying any such dividends in the foreseeable future.

WE FACE A POSSIBILITY OF CURRENCY/EXCHANGE RATE RISK.

The Company anticipates most of the revenue to be earned in U.S. dollars; however, some costs may be incurred and paid in Canadian dollars.  Exchange rate fluctuations could have an adverse effect on the Company’s financial position.

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RISKS RELATED TO THIS OFFERING

IF WE COMPLETE A FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK, THEN SHAREHOLDERS WILL EXPERIENCE DILUTION.

The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding.

THERE IS A LACK OF A PUBLIC MARKET FOR OUR COMMON SHARES, WHICH LIMITS OUR SHAREHOLDERS' ABILITY TO RESELL THEIR SHARES OR PLEDGE THEM AS COLLATERAL.

There is currently no public market for our shares, and we cannot assure you that a market for our stock will develop. Consequently, investors may not be able to use their shares for collateral or loans and may not be able to liquidate at a suitable price in the event of an emergency. In addition, investors may not be able to resell their shares at or above the price they paid for them or may not be able to sell their shares at all.

THE RIGHTS OF THE HOLDERS OF THE SHARES OFFERED HEREBY WILL BE SUBJECT TO, AND MAY BE ADVERSELY AFFECTED BY, THE RIGHTS OF THE HOLDERS OF ANY PREFERRED STOCK THAT MAY BE ISSUED IN THE FUTURE.

The Board of Directors may issue shares of Preferred Stock of the Company, from time to time, without shareholders’ approval, on such terms as the Board may determine. The rights of the holders of the Shares offered hereby will be subject to, and may be adversely affected by, the rights of the holders of any Preferred Stock that may be issued in the future. Moreover, although the ability of the Company to issue Preferred Stock may provide flexibility in connection with future acquisitions and other corporate purposes, such issuance may make it more difficult for a third party to acquire, or may discourage a third party from acquiring, a majority of the Common Stock of the Company.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND THE NASD'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission, also referred to as the SEC, has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The term accredited investors refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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In addition to the penny stock rules promulgated by the SEC, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This registration statement contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, expect, intend, plan, believe, seek and estimate, and variations of these words and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the preceding Risk Factors section and elsewhere in this prospectus.

These forward-looking statements address, among others, such issues as:

§the amount and nature of future exploration, development and other capital expenditures,

§mining claims to be drilled,

§future earnings and cash flow,

§development projects,

§exploration prospects,

§drilling prospects,

§development and drilling potential,

§business strategy,

§expansion and growth of our business and operations, and

§our estimated financial information.

These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties, which could cause our actual results, performance and financial condition to differ materially from our expectation.

Consequently, these cautionary statements qualify all of the forward-looking statements made in this prospectus. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they would have the expected effect on us or our business or operations.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling stockholders.

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Determination of Offering Price

The determination of the $3.00 per share offering price of our common stock was based on management’s assessment of the underlying assets that Patriot Power has the option to acquire, in whole or in part, which consist of: (1) an option to acquire from Maggie May Minerals Inc. an undivided 100% right, title and interest in and to twenty-one unpatented lode mining claims located at Mormon Lakein Gila County, Arizona, and (2) the option and joint venture agreement with Rodinia Minerals, Inc. to acquire 60% interest in 209 unpatented lode mining Mormon Lake claims, also located in Gila County, Arizona .

The factors considered by us in determining the offering price were:

Ø Patriot Power’s potential majority interest in the properties as implied by the option agreements with Maggie May Minerals, Inc. and Rodinia Minerals, Inc.;

Ø history of exploration work on the properties, including the detailed analyses of twelve drill holes by Hazen Research Inc.;

Ø the Wyoming Minerals database acquired by Rodinia Minerals;

Ø the area covered by the mineral claims;

and general market factors that include:

Ø consolidation of uranium producers over the last several years has squeezed the number of uranium suppliers;

Ø a global decline in commercial uranium inventories is developing;

Ø demand for uranium due to new nuclear power stations coming online that utilize U3O8.

Since our inception we have completed the following private offerings of our common stock:

· We issued 4,000,000 shares of common stock in March 2005 at a price of $0.001 per share to the founders of the Company.

· We issued 2,000,000 shares of common stock in May 2005 in lieu of payment for services at a price of $0.001 per share.

· On May 31, 2005 the Company did a forward split of its common stock on a ratio of 3.33 to 1. The issued and outstanding shares increased from 6,000,000 to 19,980,000 issued and outstanding.

· We completed an offering of 3,555,000 shares of our common stock at a price of $0.50 per share to a total of 30 purchasers in December 2005 and January 2006 for total cash consideration of $1,775,000.

· We issued a total of 2,500,000 shares of our common stock in February 2006 at a price of $0.50 to Maggie May Minerals Inc. as partial consideration for the purchase of various claims.

The private share price offerings detailed above did not contribute to the determination of our offering price. The price of the common stock sold in these private placements was determined prior to the acquisition of our assets.

Management’s assessment of the underlying assets contributed to our offering price determination. The $3.00 per share offering price of our common stock was determined after we acquired our assets.

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DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

SELLING SECURITY HOLDERS

The selling security holders named in this prospectus are offering all of the 3,333,000 shares of common stock offered through this prospectus. The selling security holders acquired the 3,333,000 shares of common stock offered through this prospectus from us in the following transaction:

1. The selling security holders acquired 3,555,000 shares of our common stock at a price of $0.50 per share in an offering that was exempt from registration under Regulation S and Section 4(2) of the Securities Act of 1933 and completed in December 2005 and January 2006 for total cash consideration of $1,775,000.

The following table provides as of April 20, 2006 information regarding the beneficial ownership of our common stock held by each of the selling security holders, including:

1. the identity of the beneficial holder of any entity that owns the shares;

2. the number of shares beneficially owned by each prior to this offering;

3. the total number of shares that are to be offered by each;

4. the total number of shares that will be beneficially owned by each upon completion of the offering; and

5. the percentage owned by each upon completion of the offering.

	Beneficial Ownership Before Offering(1)			Beneficial Ownership After Offering(1)
Name Of Selling Security Holder(1)	Number of Shares	Percent(2)	Number of Shares Being Offered	Number of Shares	Percent(2)
ROBIN ATLAS	25,000	*	23,250	1,750	*
ATON VENTURES FUND LTD.** Dr. Werner Keicher	200,000	*	186,000	14,000	*
BRIAN BAILEY	25,000	*	23,250	1,750	*
BTR GLOBAL OPPORTUNITIES TRADING LIMITED** Gary Ostoich	1,000,000	3.8%	930,000	70,000	*
CARRERA CAPITAL CORP.** John Welson	70,000	*	65,100	4,900	*
GLOBAL PLASTICS** John Friesen	200,000	*	186,00	14,000	*
EDWARD GRANT	100,000	*	93,000	7,000	*
HAYWOOD SECURITIES** ITF ARBUTUS GARDENS APARTMENTS CORP John Mackay	250,000	*	232,500	17,500	*
HAYWOOD SECURITIES** ITF THOMAS B. BEATTIE	12,500	*	11,625	875	*

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HAYWOOD SECURITIES** ITF BLAKE CORBET	30,000	*	27,900	2,100	*
HAYWOOD SECURITIES** ITF SANDRA HUGHES	130,000	*	120,900	9,100	*
HAYWOOD SECURITIES** ITF DAVID LYALL	500,000	1.9%	465,000	35,000	*
HAYWOOD SECURITIES** ITF JAMES MUSTARD	50,000	*	46,500	3,500	*
HAYWOOD SECURITIES** ITF CHRIS NEUFELD	15,000	*	13,950	1,050	*
HAYWOOD SECURITIES** ITF FRANK STRONACH	12,500	*	11,625	875	*
CURT HILLIER	20,000	*	18,600	1,400	*
INITIAL CAPITAL CORP** CURT HILLIER	200,000	*	186,000	14,000	*
JOCO ENERGY, LTD** Edward Grant	40,000	*	37,200	2,800	*
ROGER KAZANOWSKI	100,000	*	93,000	7,000	*
BOB KRAHN	20,000	*	18,600	1,400	*
JOE MEYERING	4,000	*	3,720	280	*
LARRY KNOLL	20,000	*	18,600	1,400	*
LOUISE MORLEY	90,000	*	83,700	6,300	*
RANDALL POW	150,000	*	139,500	10,500	*
SARAGUAY HOLDINGS Ltd.** Allan MacDougall	50,000	*	46,500	3,500	*
CURTIS TINGLEY	11,000	*	10,230	770	*
JOHN WELSON	130,000	*	120,900	9,100	*
YING CHUN YE	100,000	*	93,000	7,000	*
TOTAL	3,555,000	13.7%	3,333,000	222,000	0.8%

notes

*Represents less than 1%

**Holding shares in trust for client. No shareholder is a broker dealeror an affiliate of a broker dealer.

⁽¹⁾ The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling security holders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.

⁽²⁾ Applicable percentage of ownership is based on 26,035,000 common shares outstanding as of April 20, 2006, plus any securities held by such holder exercisable for or convertible into common shares within sixty days after the date of this prospectus, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.

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Other than Robin Atlas, who is the sister of our President, Ronald Atlas, none of the selling security holders:

(i) has had a material relationship with us or any of our affiliates other than as a security holder at any time within the past three years; or

(ii) has ever been one of our officers or directors.

PLAN OF DISTRIBUTION

No Public Market for Our Common Shares

There is no public market for our common shares. As a result, shareholders’ ability to resell their shares or pledge them as collateral may not be possible. We cannot assure you that a market for our common stock will develop, or that the shares offered will have a market value, or that they can be resold at the offered price. In addition, We cannot assure you that an active secondary market for our common stock will develop, or that a public market for our securities may be sustained and developed. Consequently, shareholders may not be able to resell their shares at or above the price they paid for them or may not be able to sell their shares at all. Shareholders may not be able to liquidate at a suitable price in the event of an emergency, and investors may not be able to use their shares for collateral or loans.

If we complete a financing through the sale of additional shares of our common stock, then shareholders will experience dilution. The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding.

In the event that a public market develops for our common stock, sales of substantial amounts of our common stock in the public market could adversely affect the market price of our common stock. Shares of our common stock that are eligible for sale in the future could negatively affect the market price of our common stock. At present there are 26,035,000 shares of Patriot’s common stock issued and outstanding.

The Selling Shareholders or their donees, pledges, transferees or other successors-in-interest selling shares received after the date of this prospectus from a Selling Shareholder as a gift, pledge, distribution or otherwise, may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling shareholders will sell the common stock at a fixed price until the shares are quoted on the OTC Bulletin Board, or other specified market, and thereafter at prevailing market prices or privately negotiated prices.

The selling shareholders have set an offering price for these securities of $3.00 per share, no minimum purchase, and an offering period of four months from the date of this prospectus.We will sell our securities at a fixed price until our securities are quoted on the OTC Bulletin Board, or other specified market, and thereafter at prevailing market prices or privately negotiated prices.

The Selling Shareholders may use any one or more of the following methods when selling shares:

Ø ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

Ø block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

Ø purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;

Ø an exchange distribution following the rules of the applicable exchange;

Ø privately negotiated transactions;

Ø short sales that are not violations of the laws and regulations of any state of the United States;

Ø through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

Ø broker-dealers may agree with the Selling Shareholders to sell a specified number of such shares at a stipulated price per share; and

Ø a combination of any such methods of sale or any other lawful method.

15

The Selling Shareholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of Selling Shareholders to include the pledgee, transferee or other successors-in-interest as Selling Shareholders under this prospectus. The Selling Shareholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Shareholders also may sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Shareholders also may enter into option or other transactions with broker-dealers or other financial institutions for the creation of one or more derivative securities which require the delivery to the broker-dealer or other financial institution of shares offered by this prospectus, which shares the broker-dealer or other financial institution may resell pursuant to this prospectus, as supplemented or amended to reflect the transaction

The aggregate proceeds to the Selling Shareholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the Selling Shareholders reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The Selling Shareholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling Shareholders that are "underwriters" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

The selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the common stock. These brokers or dealers may act as principals, or as an agent of a selling shareholder.  Broker-dealers may agree with a selling shareholder to sell a specified number of the stocks at a stipulated price per share. If the broker-dealer is unable to sell common stock acting as agent for a selling shareholder, it may purchase as principal any unsold shares at the stipulated price.  Broker-dealers who acquire common stock as principals may thereafter resell the shares from time to time in transactions in any stock exchange or automated interdealer quotation system on which the common stock is then listed, at prices and on terms then prevailing  at the time of sale,  at prices related to the then-current  market price or in negotiated  transactions. Broker-dealers   may use block   transactions   and   sales to and through broker-dealers, including transactions of the nature described above.  The selling shareholders may also sell the common stock in accordance with Rule 144 or Rule 144A under the Securities Act, rather than pursuant to this prospectus. In order to comply with the securities laws of some states, if applicable, the shares of common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.

From time to time, one or more of the selling shareholders may pledge, hypothecate or grant a security interest in some or all of the shares owned by them.  The pledgees, secured parties or person to whom the shares have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling shareholders. The number of a selling shareholder's shares offered under this prospectus will decrease as and when it takes such actions. The plan of distribution for that selling shareholder's shares will otherwise remain unchanged.  In addition, a selling shareholder may, from time to time, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales.

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The other selling shareholders and any other underwriters, brokers, dealers or agents that participate in the distribution of the common stock may also be deemed to be "underwriters" within the meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the securities sold by them may be deemed to be underwriting discounts and commissions. If a selling shareholder is deemed to be an underwriter, the selling shareholder may be subject to certain statutory liabilities including, but not limited to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.  Selling shareholders who are deemed underwriters within the meaning of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. The SEC staff is of a view that selling shareholders who are registered broker-dealers or affiliates of registered broker-dealers may be underwriters under the Securities Act. We will not pay any compensation or give any discounts or commissions to any underwriter in connection with the Securities being offered by this prospectus.

The selling shareholders and other persons participating in the sale or distribution of the common stock will be subject to applicable provisions of the Exchange Act, and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the timing of purchases and sales of any of the common stock by the selling shareholders and any other person.  The anti-manipulation rules under the Exchange Act may apply to sales of common stock in the market and to the activities of the selling shareholders and their affiliates.  Regulation M may restrict the ability of any person engaged in the distribution of the common stock to engage in market-making activities with respect to the particular common stock being distributed for a period of up to five business days before the distribution.  These restrictions may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the common stock.

We cannot assure you that the selling shareholders will sell all or any portion of the common stock offered by this prospectus.  In addition, we cannot assure you that a selling shareholder will not transfer the shares of our common stock by other means not described in this prospectus.

Expenses of Registration

We are bearing substantially all costs relating to the registration of the shares of common stock offered hereby. These expenses are estimated to be $10,000, including, but not limited to, legal, accounting, printing and mailing fees. The Selling Shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of such shares common stock.

BUSINESS OF THE ISSUER

Patriot Power is an exploration stage company engaged in the acquisition and exploration of uranium properties. Our business model is focused on exploring properties in areas where uranium mineralization is present and where there have been previous uranium exploration activities.

Our goal is to maximize the use of our limited financial resources, reduce the risk of unsuccessful drilling efforts, and capitalize on the experience of our management team and consultants. Our operations are focused on identifying and evaluating prospective uranium properties and contributing capital to projects that we believe have the potential to produce uranium in commercial quantities. We plan to participate in projects directly, as the 100% owner of the project, and also as a joint venture partner on those projects in which we hold a partial participation interest.

Management’s strategy is to identify projects that fit our investment and exploration criteria. Our primary objectives are to explore our property holdings with the intent to find an economically exploitable body of mineralization, to achieve the production stage, and generate cash flow and earnings per share. Our goal is to create long-term value for our investors. We believe that our new management team will increase our profile within the industry and lead to additional acquisition, development, and financing opportunities.

Our plan of operation is to conduct the first phase of our exploration program on the Mormon Lake property. Our proposed exploration program is designed to explore for uranium potential on the Mormon Lake mineral claims. We are an exploration stage Company and we cannot provide assurance to investors that our mineral claims contain a commercially exploitable mineraldeposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on such work concludes economic feasibility.

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The Company's exploration properties are all at the exploration stage and do not contain any reserves at this time. It is impossible to ensure that the current or proposed exploration programs on properties in which the Company has an interest will result in the delineation of mineral deposits or in profitable commercial mining operations.

Business Development

The Company was incorporated in the State of Nevada on March 07, 2005 as Lions Metals Inc. On December 15, 2005, the Company changed its name to Patriot Power Corp.

On May 31, 2005 the Company did a forward split of its common stock on a ratio of 3.33 to 1. The issued and outstanding common shares increased from 6,000,000 to 19,980,000. As of September 30, 2006 Patriot Power has 26,035,000 common shares issued and outstanding.

Present Business Activities

Option Agreements with Maggie May Minerals and Rodinia Minerals

Option Agreement with Maggie May Minerals

Maggie May Minerals Inc. is a private Nevada corporation. Maggie May Minerals’ address is 630 E. Plumb Lane, Reno, Nevada 895021.

On November 2, 2005, the Company negotiated an option to acquire from Maggie May Minerals Inc. an undivided 100% right, title and interest in and to twenty-one unpatented lode mining claims, also referred to as the Lake Claims, located at Mormon Lakein Gila County, Arizona.

The Mormon Lake claims are owned 100% by underlying vendors John Rud and Floyd Bleak, and are under option to purchase 100% by Maggie-May Minerals Inc. a Nevada based company.

Consideration to Maggie May Minerals Inc.

As consideration for its 100% right, title and interest in and to twenty-one unpatented lode mining claims, also referred to as the Lake Claims, located at Mormon Lakein Gila County, Arizona, Patriot will pay to Maggie May, the vendors of the Lake Claims, US $1,000,000 payable, as to US $300,000 on the date all requisite permits are issued to drill at least four confirmation holes on the Lake Claims, the Permitting Approval Date, as to an additional US $300,000 six months after the Permitting Approval Date and, as to an additional US $400,000 twelve months after the Permitting Approval Date; and (ii) two year non-transferable share purchase warrants, also referred to as the “warrants”, entitling the underlying vendors, John Rud and Floyd Bleak, to purchase up to 1,000,000 shares of a public company at an exercise price equal to the greater of the closing price per share of Pubco’s shares on the day prior to the announcement of the transaction --- as defined in the underlying agreement --- or the price of any concurrent financing completed by the public company, which warrants will be exercised at any time until the date that is two years after the date of closing of the transaction. After the transaction is successfully closed, John Rud and Floyd Bleak, the underlying vendors, are entitled to a 1% Yellowcake Royalty, and an additional 2% Yellowcake Royalty - bringing total yellowcake royalties to 3% - from uranium oxide produced from additional claims within ten miles of the outer boundaries of the Lake Claims.

Option Agreement with Rodinia Minerals

Rodinia Minerals Inc. is a Canadian junior exploration company incorporated in British Columbia. The Company is currently listed on Tier 1 of the TSX Venture Exchange, or the TSX-V, under the symbol RM. Rodinia focuses on the exploration of uranium properties.

18

During the third quarter that ended September 30, 2005, Rodinia advanced $92,613 to stake 209 claims, which it acquired through claim staking” in the Mormon Lake, Gila County, Arizona area with the intent to explore these claims for the presence of uranium mineralization.

On November 4, 2005, Patriot Power Corp. announced that it had negotiated the terms of an option and joint venture agreement with Rodinia Minerals, Inc., pursuant to which Patriot can acquire from the Company a 60% interest in 209 unpatented lode mining claims located in Arizona, which are also referred to as the 209 claims.

Patriot will acquire its 60% interest in Rodinia Minerals’ 209 Claims upon Patriot exercising an option, also referred to as the Patriot Option that it holds to acquire a 100% interest, subject to Yellowcake Royalties totaling 3%, in 21 unpatented lode mining claims, also referred to as the Lake Claims. The 209 Claims are in close proximity to the Lake Claims.

Upon the exercise by Patriot of the Patriot Option, the terms of the option and joint venture agreement provide that the Company will then hold a 60% joint venture interest in all 230 Claims, which include twenty-one (21) unpatented lode mining claims the Company can acquire from Maggie May Minerals, plus the 209 unpatented lode mining claims located from joint venture with Rodinia Minerals, subject to Yellowcake Royalties totaling 3%.

To exercise the Patriot Option, Patriot must pay $1,300,000, issue 2,500,000 shares and 1,000,000 share purchase warrants and expend not less than an aggregate $3,500,000 on exploration over four years. Under the terms of the option and joint venture agreement with the Company, Patriot is obliged to maintain the 209 Claims in good standing and is granted the right to conduct exploration and possible development work, in the event that an economically exploitable body of mineralization is discovered.

Yellowcake Royalties Totaling Three Percent

Yellowcake is a natural uranium concentrate that takes its name from its color and texture. Yellowcake, commonly called uranium oxide, typically contains 70 to 90 percent uranium, also referred to as U₃O_8, by weight. It is used as feedstock for uranium fuel enrichment and fuel pellet fabrication. Patriot Power’s 60% interest in Rodinia Minerals’ 209 Claims is subject to Yellowcake Royalties that total 3% of the proceeds from the sale or other disposition of all uranium oxide. Patriot Power will pay the 3% yellowcake royalties to Rodinia, out the proceeds from the sale or other disposition of all uranium oxide, if and when Patriot Power sells any U₃O₈ that it has produced from the claims optioned from Rodinia Minerals, after deducting all charges and penalties, if any occur, and costs to transport, process, insurance premiums, sampling and assaying charges, and all appropriate taxes.

Loan Agreement with Atomic Minerals

Patriot Power entered into a Loan Agreement with Atomic Minerals Ltd., also refered to as Atomic. Under the terms of the agreement, Patriot agreed to advance Atomic $180,000 by way of a demand loan, with interest payable of $18,000 and 200,000 shares of Atomic Minerals.

Agreed to on the 21^st day of February, 2006 Atomic Minerals Ltd. has promised to pay, on demand, to Patriot Power Corp., the Lender, the principal amount of USD $180,000 , together with interest in the amount of USD $18,000and 200,000shares of Atomic Minerals Ltd.

For the period ended September 30, 2006, the Company received payment of $100,000 on an outstanding account receivable for a loan to Atomic Minerals Ltd. of $180,000.

Exploring the Mormon Lake Claims in Gila County, Arizona

The 230 unpatented lode mining Mormon Lake claims are located in Gila County, Arizona.

Our exploration efforts will be focused on the Mormon Lake claims in Gila County, Arizona. Based on preliminary exploration data compiled from previous exploration work, we believe that the Mormon Lake claims may have the potential to host uranium mineralization. However, we caution that we have not yet

19

begun to systematically explore the Mormon Lake claims and so we cannot be sure that our expectations will be realized. Estimates of uranium deposits and/or reserves are developed through a subjective process that depends upon many assumptions, and some or all of those assumptions may not be realized.

Location of the Mormon Lake Claims

The Mormon Lake property is located in Gila County, Arizona, in Township 11N, Range 12 E, Section 24. The Mormon Lake claims lies within Tonto National Forest, approximately 17 miles north east of Payson, Arizona and about 80 miles northeast of Phoenix, Arizona.

The Mormon Lake claims consist of twenty-one unpatented lode mining claims and are divided into four groups: 1-9, 11-13, 14-17 and 18-19. These claims are located at Latitude 34° 19’ 4o” N and Longitude 111°02’20” W, on Promotory Butte 15’ Map Sheets in T.11.N;R.12.E, in Sections 24, 18, 9and in T.12.N;R.12.E, in Section 33 .

Mormon Lake Claims (Groups 1-9, 11-13, 14-17 and 18-19)

CLAIM GROUPS	SECTION	TWP	RGE	EXPIRY	AMC
1	24	T.11.N	R.12E	1/9/05	363496
2	24	T.11.N	R.12E	1/9/05	363497
3	24	T.11.N	R.12E	1/9/05	363498
4	24	T.11.N	R.12E	1/9/05	363499
5	24	T.11.N	R.12E	1/9/05	363500
6	24	T.11.N	R.12E	1/9/05	363501
7	24	T.11.N	R.12E	1/9/05	363502
8	24	T.11.N	R.12E	1/9/05	363503
9	24	T.11.N	R.12E	1/9/05	363504
11	18	T.11.N	R.12E	1/9/05	363505
12	18	T.11.N	R.12E	1/9/05	363506
13	18	T.11.N	R.12E	1/9/05	363507
14	9	T.11.N	R.12E	1/9/05	363508
15	9	T.11.N	R.12E	1/9/05	363509
16	9	T.11.N	R.12E	1/9/05	363510
17	9	T.11.N	R.12E	1/9/05	363511
18	33	T.12.N	R.12E	1/9/05	363512
19	33	T.13.N	R.13.E	1/9/05	363513

Property Access

The Mormon Lake property may be reached from Payson on Highway 160 by traveling east for 21 miles then northerly on a dirt road a distance of about 2 miles. This road was made impassable to standard FWD vehicles by the Forest Service. Despite the extensive damage, the road can be reclaimed with a bulldozer.

Regional Geology

The Arizona Bureau of Mines and the U.S.G.S mapped the regional geology of the area of interest where the Mormon Lake claims are situated. Uranium deposits have been discovered throughout northern Arizona. In general, there are five types of environment in which uranium mineralization occurs: sandstone, veins, pipes, pegmatites and placers.

The sandstone environment is the largest producer of uranium ore and hosts the largest deposits in the United States, reports Phillips and Greely, 1978. The sandstone environment at Mormon Lake is comprised of fine-grained uranium minerals that fill pores in the host rock, replacing plant fossils. Sandstoneoccurrences of uranium are generally formed by transport in alkaline surface and ground water that have moved through permeable sandstones. In the case of Mormon Lake sandstoneenvironment, the uranium minerals moved through a permeable limestone pebble conglomerate. Uranium is precipitated out when reducing conditions are encountered. Such conditions exist where carbonized fossil wood is present.

20

Geology of Property

The property lies immediately south of Promontory Butte, which shows a good cross-section of the sedimentary strata which includes the mineralized zones. The relevant stratigraphic column consists of:

· Unit 11 -- Cretaceous - Coconino Sandstone

· Unit 10 -- Devonian - Carboniferous - Supai Sandstone and Shale

· Unit 9 -- Devonian - Carboniferous Limestone and Shale

Red siltstones and mudstones of the Supai formation are underlain by pale grey siltstone followed and limestone pebble conglomerate. This last unit hosts the uranium mineralization.

The red siltstones and mudstones are thin - bedded and laminated. A thin horizon of radioactive carbonaceous material separates the upper red formation and the conglomerate. Below the carbonaceous horizon, the siltstone contains abundant carbonaceous material. Underlying these rocks is the limestone. Conglomerate, which consists of Limestone, fragments in a silicified matrix.

Pitchblende is the main uranium-bearing mineral on the Mormon Lake property. It occurs in concentrated layers and disseminations in both grey siltstone and the limestone conglomerate. Some copper and zinc minerals also occur on the property.

Exploration History at the Mormon Lake Property

Lee and Houston Phillips, as reported from the work conducted in 1971by the geologist Morin, made the original discovery of uranium mineralization at Mormon Lake in 1956. Following the discovery, some drilling was completed and a tunnel was driven into the limestone pebble conglomerate. No records of results from this exploration work are available to Patriot Power. The area of discovery, which was listed by the Atomic Energy Commission, was abandoned after the imposition of quotas.

Twenty claims were re-staked in 1965 and in 1968 additional claims were staked. These were all assigned to Southern Union Production Company, a wholly owned subsidiary of Southern Union Gas Company. During the period 1968-1970, the Southern Union Production Company drilled 57 holes, and performed radiometric surveys and airborne radiometric and magnetic surveys. The records of this work are only partly available to the geologist.

Table II shows the results of pre 1971 drilling done for Southern Union Production Company, as reported from the work conducted in 1971 by the geologists Morin and Johnson. Pre-1971 Drilling Results are listed in the table below:

Pre-1971 Drilling Results

Hole	CLAIM	INTERVAL	Thickness (ft.)	%U3O8	PROBE
1	SC 1	28.3-32.2	3.9	0.21	15-37
2	SC1	39.1-46.8	7.7	0.39	15-45
3	SC1	59.1-69.8	10.7	0.63	6-68
4	SC1	Lost Hole	-	-	-
5	SC1	106-127.6	21.6	0.48	105-120
6	SC1	No Data	-	-	65-87
7	SC1	23.0-33.5	10.5	0.45	15-25
8	SC1	30.5-32.1	1.6	0.14	13-31
9	SC1	169.0-209	40	0.60	Nil
10	SC1	40.0-45.0	15	0.52	40-50
11	SC1	56.0-84.0	28.5	1.34	55-82

21

12	SC1	55.0-58.8	3.8	0.69	29-53
13	BJ-43	No Data	-	-	37
14	BJ-43	38.4-42.9	4.5	0.32	40.56
15	SC-19	Lost Hole	-	-	12-17
16	SC15	88.4-91.5	3.1	0.12	Nil
-	-	129.8-134.1	4.3	0.39	Nil
-	-	144.7-149.0	4.3	0.53	Nil
17	SC15	150.0-160.1	10.1	0.15	Nil
18	SC15	99.5-99.9	0.4	0.28	Nil
19	SC15	No Data	-	-	Nil
20	SC15	101.0-107.0	6.0	0.61	Nil
29	SC1	No Data	-	-	Nil
30	SC1	No Data	-	-	37-52
31	SC1	No Data	-	-	-
32	SC1	73.74	1.0	0.098	65.75
33	SC1	No Data	No Data	Nil	67-82
34	SC1	No Data	-	Nil
35	SC1	No Data	-	Nil	73-78
36	SC1	No Data	-	Nil	91-11
37	SC1	No Data	-	Nil	67-76
38	SC1	No Data	-	Nil	63
39	SC1	No Data	-	Nil	49-55
40	SC1	No Data		Nil	-
41	SC1	No Data	-	Nil	35-47
42	SC1	No Data	-	Nil	14-30
43	SC1	58.0-64.2	6.2	0.14	-

The bulk of drilling was completed at this time on Claim SC-1. Other drill holes completed were on claims BJ-43, SC-19 and SC-15.

In 1971, two phases of drilling and some diamond drilling were carried out by Pan-American Mines Ltd. Pan American Mines Ltd. who operated the Mormon Lake property in 1971-72 was the subject of considerable litigation and fraud charges with the Stock Exchange in Montreal. This litigation concerned the Company principal and stock fraud.

The first phase of drilling consisted of 11 holes, phase two consisted of 8 more holes and three holes of diamond drilling. The results from the drill programs conducted in 1971 are given in the table below:

Phase One results from past exploration

Hole	CLAIM	INTERVAL	Thick (ft)	%U3O8
26N-3	BJ-34	25-35	10	0.75
30N-3	SC-11, BJ-34	25-40	15	0.33
34N-3	SC-11	30-45	15	0.59
30N-4	SC-1,11,20,BJ34	25-40	15	0.50
34N-4	SC-1,11	25-50	25	0.92
34N-6	SC-3	50-80	30	1.04
38N-6	SC-3	65-95	30	2.02
30N-7	SC-3,5	15-35	20	0.41
34N-7	SC-3,5	65-100	35	2.35
30N-11	D-1	15-30	15	0.22

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34N-11 D-1 55-80 25 0.38

Phase Two results from past exploration

Hole	CLAIM	INTERVAL	Thick (ft)	%U3O8
26N-8	BJ-32	113-124	11	0.136
38N-8	SC-5	154-177	23	0.28
26N-9	BJ-31	85-94	9	0.295
34N-7W-6	SC-35	56.5-77	20.5	0.36
34N-6W-13	SC3	44-44.5	3.5	0.252
38N-7	SC3,5	not	Assayed
30N-8	SC5	not	Assayed
34N-8	SC5	not	Assayed

Diamond Drilling results from past exploration

Hole	CLAIM	INTERVAL	Thick (ft)	%UcO8
38N-5	SC-1	No	Data	Nil
38N-6 W-B	SC-3	No	Data	Nil
34N-7W-B	SC-3,5	No	Data	Not assayed

In 1968, Hazen Research Inc. made detailed analyses of twelve drill holes previously drilled by Southern Union, of which 57 holes drilled from 1968-1970 . Their results are shown in the table below. Hazen Research calculated weighted average % U3O8, which includes barren intervals..

Hazen Research Analyses results from past exploration

Hole	INTERVAL	THICKNESS (IN.)	AVERAGE % U3O8
1	29’3”-40’8”	128”	0.36
2	39’1/2”-41’1/2”	70”	0.27
3	60’7”-61’1”	109”	0.76
5	106’3”-127’8”	257”	0.51
7	23’-33’5”	125”	0.60
8	28’ 31/2”-32’	55”	0.32
9	169’8”-18”	136”	3.23
	200’2”-203’5”	38”	0.47
10	40’-45’	60”	0.55
11	59’10 ½”-83’8”	279”	1.70
12	42’7”-45’	29”	0.059
	58’3”-79’1/2”	20’9 ½”	0.29

On March 11, 2005, Patriot Power’s Geologist, Dr. Joe Montgomery, visited the Mormon Lake property, with John Rud, geologist and co-owner of the property, and Clive Ashworth of Ashtex Inc. During the visit, the presence of high radiation counts was noted in outcrops of grey shale and limestone conglomerate over a distance of 500 feet. The presence of carbonized wood fossil was also noted. On the basis of this examination and the reports by Morin in 1971 and Johnson in 1971, Dr. Joe Montgomery concluded that the property warranted further exploration.

Phase One Exploration (complete)

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Phase one exploration at Mormon Lake was designed to confirm the results of previous drilling, which ranged from 0.03% to 3.23% U3O8 over intercepts ranging from 0.4 feet to 35.0 feet, as reported by Hazen Researh Analysis. Dr. Joe Montgomery recommended that drill holes intercept the same mineralized strata, which was drilled on previous occasions, including the work that was conducted in 1971 by Pan-American Mines Ltd., because data compiled from the previous exploration programs is incomplete - as some holes lack intercept data, chemical analysis data, or probe data - and no data from previous exploration is available for correlation between chemical analysis and radiometric probes.

Phase One Exploration Program: Preliminary Budget Estimate

1.   PERSONNEL

(a)	Geologist - one month @ 450/day	13,500.00
(b)	Assistant - one month @ 200/day	6,000.00

2.   TRANSPORTATION

(a)	FWD Truck - one month @ 2000/mo	2,000.00
(b)	Maintenance - one month	1,000.00
(c)	Air Fares -	2,000.00

3.   ACCOMODATION

(a)	Motel - 60 man-days @ $80	4,800.00
(b)	Meals - 60 man-days $40	2,400.00

4.   DRILLING

(a)	Contract - 12 holes
	Footage - 2,000 ft @ 40	80,000.00
	Mobilization - Demobilization	30,000.00

5.   ANALYSES

(a)	Assays - 600 @ 20	12,000.00
(b)	Radiometric Probe-contract	5,000.00
(c)	Radiometric survey (radon Detection)	10,000.00

6.   ENGINEERING SUPPLIES & EQUIPMENT

(a)	Sample Bags, tags	300.00
(b)	Chip Trays	200.00
(c)	Notebooks, Sieves, misc.	100.00
(d)	Splitter	200.00
(e)	Microscope (binocular-80x)	500.00
(f)	Scintillometer (rent)	150.00
	Subtotal	$169,650.00

7.   ENGINEERING & SUPERVISION - approx. 10%

	16,965.00
Subtotal	$186,615.00

8.   CONTINGENCIES - approx. 20%

Sample Bags, tags	33,385.00
TOTAL	$220,000.00

As of October 16, 2006, phase one of Patriot Power’s exploration program was complete.

Thirteen holes were drilled. Significant results on three holes were reported in a press release, which was dated October 16, 2006, as follows:

Holes ML-DH 1-3 were drilled into a previously untested anomaly and returned:

                        ML-DH-1:        13 feet (0 to 13’) of       0.12% U

                        ML-DL-3:         6 feet (5 to 11’) of         0.09% U

                        ML-DL-3:         9 feet (14 to 23’) of       0.11% U

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The total spent by the Company on exploration to date is as follows:

· Recognized Impairment loss Mar06                $390,000

· Recognized Impairment loss Jun06                 $514,657

· Total                                                                    $904,657

Phase Two Exploration Program (planned exploration program)

Patriot Power, the project’s operator, has contracted Coast Mountain Geological Ltd., also referred to as Coast, of Vancouver, BC, Canada to conduct Phase 2 of the exploration program on the project. Coast will be applying to permit up to 35 drill locations for this upcoming program. These drill holes will step out from the successful spring program holes and in addition will drill test new targets obtained in the geophysical survey.

Patriot Power anticipates that this current program will commence in early October 2006 with the drilling portion of the program to start once permit approvals have been obtained.

Mormon Lake

Airborne Radiometric and Ground Spectrometer Surveys

Despite past mining activity, the Mormon Lake property at Promontory Butte is considered to be in an early stage of exploration. For this reason, a radiometric survey is recommended over the claims prior to drilling.

An aerial survey of the area is also warranted as the existing data is incomplete. The aerial survey will be designed to locate new resources.

Due to helicopter availability, airborne surveys may not be a time effective option. In such a case, a ground-based spectrometer survey would be the next viable option. This method, though potentially more expensive, requires no permit and could be implemented on relatively short notice requiring only the submission of a Notice of Intent to the U.S.F.S.

Drilling

A total of 35 drill holes have been proposed for the main block of claims at Mormon Lake. The holes will be placed on available roads and spaced across the claims to sufficiently provide a geologic resource. No drill holes have been proposed for the northwestern block of claims due to limited road access. Several holes are designed to test the radiometric anomaly in the northeastern section of the main claim block. Many areas around the periphery of the claims cannot be drilled without the construction of new roads; these areas may be drilled at a future time depending upon the results of this program.

The drill holes will be prioritized based upon available geologic data, spacing and ease of access. Unfortunately, at this time, information on previous drilling in the area is unavailable; drill hole priorities can be changed based upon newly available data, field prospecting, and the results of the radiometric or spectrometer survey.

Mormon Lake Drill Holes by Priority
Assigned Priority	Recommended # of Drill Holes
1	14
2	11
3	11

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Phase Two Exploration Program: Preliminary Budget Estimate

A comprehensive budget has not yet been completed for the property as the exact terms under which Coast Mountain Geological will operate are still being negotiated at this time. However, the following table summarizes the projected costs to start the projects.

Mormon Lake

Item	Unit	Number of Units	Cost/Unit	Total Coat (Less taxes)
Project Supervision Senior Geologist Junior Geologist Technician Technician Truck Rental Accommodations & Meals Mob/demob personnel Mob/demob drill Drill contract Field equipment rental First aid rental Communication rental Fuel Environmental protection Scintillometer rental Assays Freight Road Restoration Airborne Survey/Ground Spec. Contingency at 15% EPCM	Day Day Day Day Day Day Day Feet Day Day Month	20 60 50 50 50 60 210 4500 210 50 2	$650.00 $700.00 $550.00 $450.00 $350.00 $130.00 $110.00 $45.00 $12.50 $50.00 $500.00	$13,000.00 $42,000.00 $27,000.00 $22,500.00 $17,500.00 $7,800.00 $23,100.00 $3,000.00 $10,000.00 $202,000.00 $2,625.00 $2,500.00 $1,000.00 $15,000.00 $10,000.00 $1,000.00 $27,000.00 $9,000.00 $20,000.00 $150,000.00 $86,523.75 $45,000.00

Total CND	$738,548.75
Total USD 1.11CND to 11.00USD	$665,359.23

Business Development Plans

Patriot Power has not yet earned any revenues. We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. As at March 31, 2006, we had $1,151,141 in cash and cash equivalents. For the unaudited period ended September 30, 2006, we had $574,936 in cash and cash equivalents.

We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

If we discover a deposit of uranium that is sufficient in size to warrant development, and we decide to proceed with the development of the project, we will need to raise additional capital and hire qualified personnel to proceed to the development stage. Conversely, we may decide to initiate development of the project with a joint venture partner who has the financial, technical and human resources to expedite the development of our project. Alternatively, we could sell our interests in any deposit that we find.

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If we determine not to proceed with further exploration of our mineral claims due to a determination that the results of our initial geological program do not warrant further exploration or due to an inability to finance further exploration, we plan to pursue the acquisition of an interest in other mineral claims. We anticipate that any future acquisition of an interest in another mineral claim or claims would involve the acquisition of an option to earn an interest in the claim or claims. The percentage of our interest in a claim is dependent on our financial position at that time, and our ability to purchase part of the claim or the entire claim outright. This means that we might offer shares of our stock to obtain an option on a property, provided we believe that the mineral claim has sufficient merit to warrant exploration. Once we obtain an option, we would then pursue finding the funds necessary to explore the mineral claim by one or more of the following means: engaging in an offering of our stock; engaging in borrowing; or locating a joint venture partner or partners.

Based on our current operating plan, we do not expect to generate revenue that to cover our expenses for at least the next twelve months. We have sufficient cash and cash equivalents to execute our planned exploration program over the next twelve months as we have outlined our planned program in Phase One Exploration: Preliminary Budget Estimate.

However, we may pursue additional financing to fund additional acquisitions and exploration over the next twelve to twenty-four months. We will raise the capital necessary to fund our business through a private placement and public offering of our common stock, or private equity or debt financing. We caution that arrangements to fund operations, may not be available, or if available, may be on terms unacceptable to us.

Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. If we take on a debt or debt obligations to raise capital, the debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. In addition, the terms of any debt that we may issue could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.

We rely on Mr. Atlas, CPA and J.D., and our President and a Director of the Company, for his managerial skills, his knowledge of the law and his ability to negotiate contracts. Because of his lack of specialized experience in the uranium industry, Mr. Atlas will regularly consult with Ken Thorsen, BSc Geological Engineering, P Eng, and a member of Patriot Power’s Board of Directors, on all technical matters relevant to uranium exploration and mining. Mr. Thorsen has in excess of 40 years’ experience in base metal and uranium projects.

Mr. Ken Thorsen, P Eng., our Vice President of Exploration and a Director of the Company, possesses the training and experience that is required to manage our uranium projects from the exploration phases through to the possible development of a mine. Mr. Thorsen is a formally trained geologist and holds a BSc Geological Engineering. Mr. Thorsen has in excess of 40 years’ experience in base metal and uranium projects as Project and Senior Project geologist for SMDC, now called Cameco . Prior to retirement from a 21 year career with Teck Cominco Ltd., Mr. Thorsen held several senior positions including a two year term as President of Teck Exploration Ltd.  In this position, Mr Thorsen was responsible for the administration of 17 exploration offices and all field operations of the exploration department.

Overview of the Uranium Industry

Management believes that the following information, which can be found in the public domain, is a valid assessment of the uranium industry. We caution investors that the following discussion on the uranium industry is based on management’s opinions and beliefs.

At present, there are 439 operational nuclear power reactors.  The US has the most nuclear reactors with 103. In the United States nuclear power reactors provide approximately 20% of the nation’s electricity.  France has 59. In France, over 75% of power is from nuclear reactors. There are 20 other first-world countries that also use nuclear power to generate at least one-fifth of their respective country’s electricity.  Belgium, Sweden and several former Soviet Union countries also use nuclear power for over 50% of their respective country’s electricity. Derived from information in the public domain, including CBS Market Watch, http://www.yellowcakeplc.com/developments.htm

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Around the world and there are another 140+ either under construction, planned or proposed. The advantages of nuclear power are minimal emissions of greenhouse gases, economic operation and, up to now, high availability of uranium supply. These advantages, coupled with higher prices for coal, oil and gas and the needs of the Kyoto Agreement mean nuclear power is at last enjoying greatly increased attention in providing energy for the future. Japan, India, Russia, China and Taiwan are notably planning substantial increases in nuclear capability. Derived from information in the public domain, including CBS Market Watch, http://www.yellowcakeplc.com/developments.htm. The world now produces as much electricity from nuclear energy as it did from all sources combined in 1960. Civil nuclear power can now boast over 12,000 reactor years of experience and supplies 16% of global needs, in 30 countries. See, Nuclear Power in the World Today, February 2006, www.world-nuclear.org/info/inf01.htm

Uranium occurs as uranium oxide in minerals such as pitchblende. Uraninite in massive form is called pitchblende which is the chief uranium ore. Uranium is an unusual metal compared to base and precious metals in that its value has really only been recognized in the past 60 years. Uranium ore is the basic resource for the production of electrical energy through nuclear power.

The only significant commercial use for uranium is as fuel for nuclear power plants for the generation of electricity. Nuclear technology uses the energy released by splitting the atoms of certain elements. It was first developed in the 1940s, and during the Second World War research initially focused on producing bombs by splitting the atoms of either uranium or plutonium. Only in the 1950s did attention turn to the peaceful purposes of nuclear fission, notably for power generation.

The Ux Consulting Company, LLC reports that spot prices, or the price at which uranium may be purchased for delivery within one year, have been more volatile historically than long-term contract prices, increasing from $6.00 per pound in 1973 to $43.00 per pound in 1978, declining to $7.25 per pound in October 1991, increasing to $16.50 per pound in May 1996 and again declining to $7.10 at December 31, 2000. Since year-end 2000 the spot price has increased to $10.20 at December 31, 2002. The spot price at March 31, 2003 was $10.10. The following graph shows spot prices per pound from 1972 to the end of 2004, as reported by Trade Tech and The Ux Consulting Company, www.uxc.com.

All prices beginning in 1993 represent U₃O₈ deliveries available to U.S. utilities.

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High prices in the late 1970s in the uranium market gave way to low prices in the early 1990s, with spot prices being below the cost of production for most mines. In 1996 spot prices recovered to the point where some mines could produce profitably. Prices declined again and only recovered late in 2003. See, Nuclear Issues Briefing Paper 36 May 2006; http://www.uic.com.au/nip36.htm

Since 2003, Uranium prices have steadily been on the rise. On August 14, 2006, the price of uranium was U.S. $47.25 per pound. See, The Ux Consulting Company Weekly Spot Prices; www.uxc.com/.

The decline in global commercial uranium inventories is rapidly shifting from an inventory-driven market to one that is production-driven. Consolidation over the last several years has squeezed the number of uranium suppliers. In the interim, long-term indicators are pointing toward a demand curve that will exceed supply within the next several years and ultimately lead to higher prices. See, The Ux Consulting Company, Uranium Suppliers Annual 2005,www.uxc.com

Compliance With Government Regulation

We will be required to conduct all mineral exploration activities in accordance with state and federal regulations. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact and cause increases in capital expenditures which could result in a cessation of operations.  We anticipate no material costs in the next year related to compliance and/or permits. We will not be required to obtain a permit in order to conduct Phases 1 of our proposed exploration program.

Employees

At present, we have no employees. We anticipate that we will be conducting most of our business through agreements with consultants and third parties.

PLAN OF OPERATIONS

Over the next twelve months, we will continue with the exploration of the Mormon Lake claims in Gila County, Arizona, to determine if the property hosts uranium and, if so, the quantity that is present.

On March 31, 2006 we had $1,151,141 in cash and cash equivalents. For the unaudited nine-month period ended December 31, 2006 the Company had $774,339 in cash and cash equivalents, representing a decrease in cash and cash equivalents for the period of $376,802. As at December 31, 2006 the Company had not yet achieved profitable operations. The Company incurred a net loss ($1,680,366) from inception March 07, 2005 to the period ended March 31, 2006. From our inception to the unaudited period ended December 31, 2006, the Company has a net loss of ($2,581,839) and an accumulated deficit of $2,581,839. The loss for the nine-month period ended December 31, 2006 was ($901,473). At December 31, 2006 the Company had not yet achieved profitable operations, has working capital of $411,813 and expects to incur further losses in the development of its business.

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We expect to incur further losses in the development of our business, which casts substantial doubt regarding our ability to continue as a going concern. Our independent auditors have added an explanatory paragraph to their report of our audited financial statements for the fiscal year ended March 31, 2006 stating that our net loss, lack of revenues and dependence on our ability to raise additional capital to continue our existence, raise substantial doubt about our ability to continue as a going concern.

Our exploration program is results contingent and is based on our ability to raise sufficient capital. Our goal is to calculate an ore reserve estimate and determine more precisely the extent and quality of uranium mineralization. Based on the results of metallurgical tests a feasibility assessment will be made. The metallurgical tests will be made with some consideration given to solution mining in situ.

If at some point we decide not to proceed with the exploration of our mineral claims due to a determination that the results of our initial geological program do not warrant further exploration or due to an inability to finance further exploration, we plan to pursue the acquisition of an interest in other mineral claims. We anticipate that any future acquisition of an interest in another mineral claim or claims would involve the acquisition of an option to earn an interest in the claim or claims. The percentage of our interest in a claim is dependent on our financial position at that time and our ability to purchase part of the claim or the entire claim outright. This means that we might offer shares of our stock to obtain an option on a property. Once we obtain an option, we would then pursue finding the funds necessary to explore themineral claim by one or more of the following means: engaging in an offering of our stock; engaging in borrowing; or locating a joint venture partner or partners.

Results Of Operations

We have not yet earned any revenues. We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

Liquidity And Capital Resources

As of March 31, 2006 the Company’s assets were composed of cash and equivalents of $1,151,141; a reclamation bond for $22,000; current assets that represent advances to Ashworth Explorations for $17,307; and accounts receivable that represent a loan to Atomic Minerals for $180,000. For the nine-months ended December 31, 2006 the Company’s assets were composed of cash and equivalents for $774,339; accounts receivable of $Nil; and a reclamation bond for $22,000. For the six-month period ended September 30, 2006, the Company received payment of $100,000 on an outstanding account receivable for a loan to Atomic Minerals Ltd. of $180,000. For the three-month period ended December 31, 2006, the Company received payment on an outstanding account receivable of $80,000 on its $180,000 loan to Atomic Minerals Ltd.

A reclamation bond was purchased from the USDA Forest Service on Dec 7, 2005as a surety to indemnify that Company against property damage that may occur from drilling during the exploration stage. The Bond will not be refunded in the event that the Company abandons the land in a condition that is unacceptable.

We are bearing all costs relating to the registration of the common stock, which are estimated at $10,000. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

We are paying the expenses of the offering because we seek to become a reporting company with the Commission under the Securities Exchange Act of 1934, or the 1934 Act.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Information about our sole director and executive officer follows:

NAMEAGEPOSITION

Ron Atlas61President, Secretary, Treasurer and Director

Ken Thorsen59Director

Our Bylaws provide for a board of directors ranging from 1 to 12 members, with the exact number to be specified by the board. All directors hold office until the next annual meeting of the stockholders following their election and until their successors have been elected and qualified. The board of directors appoints officers. Officers hold office until the next annual meeting of our board of directors following their appointment and until their successors have been appointed and qualified.

Set forth below is a brief description of the recent employment and business experience of our directors and executive officer:

Ron Atlas

Ronald J. Atlas, aged 61, CPA and J.D., is a member of Patriot Power’s Board of Directors. Mr. Atlas is also President, Secretary, Treasurer of Patriot Power Corp. Mr. Atlas has in excess of 40 years’ experience in business that has included positions with the Internal Revenue Service as a field agent and supervisor of Taxpayer Assistance, with Beckerman Terrell & Co C.P.A.s.

For the last five years, from January 2001 to 2006, Mr. Atlas has worked with the Paragon Pool Group in Swimming Pool Construction, Pool Service, Fountain Design and Construction, Water Park Construction, and High Rise Stainless Steel Pools.

At present, Mr. Atlas is also the President and CEO of Paragon Aquatech Ltd., a commercial Swimming Pool Construction Company. He is Vice President of Poolcare Aquatech Ltd., a swimming pool service company. At present, Mr. Atlas is also Vice President of Fountain Technologies Ltd., a company that designs and constructs fountains for commercial buildings and municipalities. Mr. Atlas is Vice President of Platinum Aquatech Ltd., a residential swimming pool company. Mr. Atlas is President and CEO of Aquatech Stainless Steel Pools, Ltd., a company that designs and builds stainless steel swimming pools for high rise buildings.

Paragon Aquatech Ltd. has been in business since 1990, Poolcare Aquatech since 1987, Platinum Aquatech since 2003, Fountain Technologies since 1996 and Aquatech Stainless Steel Pools since 2004.

Mr. Atlas is also an Attorney at Law with the firm of Saken and Atlas. This law firm has been in existence for over 25 years. Mr. Atlas only provides minor services to the firm.

Mr. Atlas accepted the position of President, Secretary, Treasurer of Patriot Power Corp in 2006.

Ronald Atlas offers part-time services to the Company and dedicates 20 hours a week as the President, Secretary, Treasurer of Patriot Power Corp.

Ken Thorsen

Mr. Ken Thorsen, P Eng, is a Director of Patriot Power. Mr. Thorsen has been a Director of the Company since November 2004.

Mr. Ken Thorsen, BSc Geological Engineering, P Eng, has in excess of 40 years of experience in base metal and uranium projects as Project and Senior Project geologist for SMDC (now Cameco). Prior to retirement from a 21 year career with Teck Cominco Ltd., Mr. Thorsen held several senior positions including a two year term as President of Teck Exploration Ltd.  In this position, Mr Thorsen was responsible for the administration of 17 exploration offices and all field operations of the exploration department.

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Mr. Thorsen departed Teck Exploration Ltd. in March 2004 to become an independent consultant geologist. Mr. Thorsen is currently President of Thorsen Consulting Ltd. which offers services to the mining exploration industry. Mr. Thorsen serves as a member of the Board of Directors of several junior mining companies.

Ken Thorsen offers part-time services to Patriot Power and dedicates less than 20 hours a week as a Director of the Company.

REMUNERATION OF DIRECTORS AND OFFICERS

The following table sets forth the remuneration of our sole director and officer for the period from inception through to the end of the period on March 31, 2006:

NAME OF INDIVIDUAL	CAPACITIES IN WHICH REMUNERATION WAS RECEIVED	AGGREGATE REMUNERATION
Ken Thorsen	Director	100,000 shares*
Ron Atlas	Director	-

* * The shares were transferred to the name of Ken Thorsen for being a Director of the Company. The 100,000 shares are the founders’ shares. The founders’ restricted shares, as reported in our financial statements and were valued in total at $100.00 or $0.001 per share 

We have no employment agreements with our executive officers. We do not pay compensation to our directors for attendance at meetings. We reimburse the directors for reasonable expenses incurred during the course of their performance.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table lists the share ownership of persons who, as of the date of this prospectus owned of record or beneficially, directly or indirectly, more than five percent (5%) of the outstanding common stock, and our officers and directors:

NAME AND ADDRESS OF OWNER	SHARES OWNED PRIOR TO OFFERING	SHARES TO BE OFFERED BY SELLING SHAREHOLDER'S ACCOUNT	SHARES TO BE OWNED UPON COMPLETION OF OFFERING	PERCENTAGE OF CLASS (1)
				BEFORE OFFERING	AFTER OFFERING
Maggie May Minerals Inc. 630 E. Plumb Lane Reno, Nevada 895021	2,500,000	N/A	2,500,000	9.6%	9.6%
Ken Thorsen 1936 Eureka Avenue Port Coquitlam, BC. V3C 5P5	100,000	N/A	100,000	0.38%	0.38%

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(1) This table is based on 26,035,000 shares of common stock outstanding

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

As of the date of this prospectus, other than the transaction described above, there are no, and have not been since inception, any material agreements or proposed transactions, whether direct or indirect, with any of the following:

· any of our directors or officers;

· any nominee for election as a director;

· any principal security holder identified in the preceding "Security Ownership of Selling Shareholders and Management" section; or

· any relative or spouse, or relative of such spouse, of the above referenced persons.

SECURITIES BEING OFFERED

We are authorized to issue up to 75,000,000 shares of common stock, par value $0.001 per share, and we are not authorized to issue preferred stock.

Common Stock

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. We do not have cumulative voting rights in the election of directors, and accordingly, holders of a majority of the voting shares are able to elect all of the directors.

Subject to preferences that may be granted, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the stockholders. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.

In the event of a liquidation, dissolution or winding up of our company, holders of common stock are entitled to share ratably in all of our assets remaining. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.

Transfer Agent And Registrar

West Coast Stock Transfer Inc., 850 W. Hastings, Suite 302, Vancouver, B.C. V6C 1E1, serves as the transfer agent and registrar for our common stock.

SEC POSITION ON INDEMNIFICATION

Our bylaws provide that each officer and director of our company shall be indemnified by us against all costs and expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she may be involved or to which he or she may be made a party by reason of his or her being or having been such director or officer, except in relation to matters as to which he or she has been finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty.

The indemnification provisions of our bylaws diminish the potential rights of action, which might otherwise be available to shareholders by affording indemnification against most damages and settlement amounts paid by a director in connection with any shareholders derivative action. However, there are no provisions limiting the right of a shareholder to enjoin a director from taking actions in breach of his fiduciary duty, or to cause the Company to rescind actions already taken, although as a practical matter courts may be unwilling to grant such equitable remedies in circumstances in which such actions have already been taken. Also, because the Company does not presently have directors' liability insurance and because there is no assurance that we will procure such insurance or that if such insurance is procured it will provide coverage to the extent directors would be indemnified under the provisions, we may be forced to bear a portion or all of the cost of the director's claims for indemnification under such provisions. If we are forced to bear the costs for indemnification, the value of our stock may be adversely affected.

33

Insofar as indemnification for liabilities arising under the Securities Act of 1933, or the Act, may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

LEGAL MATTERS

Luis Carrillo, Attorney, a member of the Steady Law Group, LLP, Suite 203-6151 Fairmount Ave., San Diego, CA 92120, will pass upon certain matters relating to the legality of the common stock offered hereby for us.

EXPERTS

Our financial statements from inception March 07, 2005 to March 31, 2006, have been audited by Moore & Associates Chartered, independent certified public accountants, as set forth in its report. The financial statements have been included in reliance upon the authority of Michael Moore as an expert in accounting and auditing.

AVAILABLE INFORMATION

We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form SB-1 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto. Statements made in this prospectus regarding the contents of any contract or document filed as an exhibit to the registration statement are not necessarily complete. You should review the copy of such contract or document so filed.

You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, at the office of the Commission at Judiciary Plaza, 100 F Street, NE, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at HTTP://WWW.SEC.GOV.

REPORTS TO STOCKHOLDERS

As a result of filing the registration statement, we are subject to the reporting requirements of the federal securities laws, and are required to file periodic reports and other information with the SEC. We will furnish our shareholders with annual reports containing audited financial statements certified by independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter.

34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOBREGISTERED

To the Board of Directors

Patriot Power Corporation (An Exploration Stage Company)

We have audited the accompanying restated balance sheet of Patriot Power Corp., an exploration stage company, as of March 31, 2005 and 2006, and the related restated statements of operations, stockholders’ equity and cash flows for the years ended March 31, 2005 and 2006. These restated 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the restated financial statements referred to above present fairly, in all material respects, the financial position of Patriot Power Corp., an exploration stage company, as of March 31, 2005 and 2006 and the results of its operations and its cash flows for the years ended March 31, 2005 and 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying restated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s net losses and accumulated deficit of $1,680,366 since inception which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

March 14, 2007

35

PATRIOT POWER CORP.

Financial Statements and

Notes to Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

36

PATRIOT POWER CORP.

(An Exploration Stage Company)

Balance Sheet

(Stated in US Dollars)

	As of
	March 31, 2006			March 31, 2005
Assets	(Restated)
Current Assets
Cash and cash equivalents	$	1,151,141		$	-
Accounts Receivable	$	180,000
Other Current Assets		17,307
Total Current Assets		1,348,448			-
Other Assets
Reclamation Bond		22,000			-
Total Assets	$	1,370,448		$	-
Liabilities
Current Liabilities
Accounts Payable & Accrued Liabilities	$	17,314
Total Current Liabilities		17,314			-
Long-Term Liabilities		-			-
Total Liabilities	$	17,314		$	-
Stockholders' Equity
75,000,000 Shares Authorized @ a Par Value of $ 0.001; 26,035,000 Shares Issued and Outstanding		26,035			13,320
Paid in Capital		3,007,465			(9,320	)
Retained Income (Deficit)	$	(1,680,366	)	$	(4,000	)
Total Stockholders' Equity	$	1,353,134		$	-
Total Liabilities & Stockholders' Equity	$	1,370,448		$	-
The accompanying notes are an integral
part of these financial statements.

37

PATRIOT POWER CORP.

(An Exploration Stage Company)

Statement of Operations

(Stated in US Dollars)

				Period from
	For the Year Ended on March 31, 2006			March 7, 2005 (Inception) to March 31, 2005			From Inception (March 7, 2005) to March 31, 2006
	(Restated)						(Restated)
REVENUE	$	-		$	-		$	-
Expenses
Bank Charges	$	113		$	-		$	113
Accounting Charges	$	2,597		$	-		$	2,597
Shares Issued in Lieu of Payment for Services	$	2,000		$	4,000		$	6,000
Recognition of an Imparement Loss (Mineral Claims)	$	1,640,000		$	-		$	1,640,000
Consulting & Subcontractors	$	9,925		$	-		$	9,925
Transfer Agent	$	2,765		$	-		$	2,765
Legal Fees		13,529		$	-			13,529
Foreign Exchange		5,437		$	-			5,437
Total Expenses	$	1,676,366		$	4,000		$	1,680,366
Other Income & Expenses (Deficit)
Net Income (Loss)	$	(1,676,366	)	$	(4,000	)	$	(1,680,366	)
Basic & Diluted (Loss) per Share		(0.083	)		(0.000	)
Weighted Average Number of Shares Outstanding		20,119,999			13,320,000

The accompanying notes are an integral

part of these financial statements.

38

PATRIOT POWER CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDER’S EQUITY

From Inception (March 7, 2005) to March 31, 2006

(Stated in US Dollars)

(Restated)

					Additional
	Common Stock				Paid in			Accumulated			Total
	Shares		Amount		Capital			Deficit			Equity
Shares issued at Founders @ $0.001 in Lieu of Payment for Services	13,320,000	$	13,320	$	(9,320	)				$	4,000
Net (Loss) for period							$	(4,000	)	$	(4,000	)
Balance, March 31, 2005	13,320,000	$	13,320	$	(9,320	)	$	(4,000	)	$	-
Shares Issued on May 2005 in Lieu of Payment for Services	6,660,000	$	6,660	$	(4,660	)				$	2,000
Common shares issued for cash at $0.50 per share, December 2005	895,000	$	895	$	446,605					$	447,500
Common shares issued for cash at $0.50 per share, January 2006	520,000	$	520	$	259,480					$	260,000
Common shares issued for cash at $0.50 per share, February 2006	2,140,000	$	2,140	$	1,067,860					$	1,070,000
Property Purchase	2,500,000	$	2,500	$	1,247,500					$	1,250,000
Net (Loss) for period							$	(1,676,366	)	$	(1,676,366	)
Balance, March 31, 2006	26,035,000	$	26,035	$	3,007,465		$	(1,676,366	)	$	1,353,134
The accompanying notes are an integral
part of these financial statements.

39

PATRIOT POWER CORP.
(An Exploration Stage Company)
Statement of Cash Flows
(Stated in US Dollars)
	For the Year Ended on March 31, 2006			Period from March 7, 2005 (Inception) to March 31, 2005			From Inception (March 7, 2005) to March 31, 2006
	(Restated)						(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	(1,676,366	)	$	(4,000	)	$	(1,680,366	)
Adjustments to Reconcile Net Income to Net Cash Provided by Operations:
Shares issued in Lieu of Payment for Service	$	2,000		$	4,000		$	6,000
Recognition of an Imparement Loss (Mineral Claims)	$	1,640,000					$	1,640,000
Other Receivables	$	(17,307	)	$	-		$	(17,307	)
Accrued Liabilities	$	17,314		$	-		$	17,314
Net Cash Provided By (Used in) Operating Activities	$	(34,359	)	$	-		$	(34,359	)
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to Atomic Minerals	$	(180,000	)				$	(180,000	)
Purchase if Mineral Claims	$	(1,640,000	)				$	(1,640,000	)
Reclamation Bond	$	(22,000	)	$	-		$	(22,000	)
Net Cash Provided By (Used in) Investing Activities	$	(1,842,000	)	$	-		$	(1,842,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Shares Issued @ $0.50	$	3,027,500		$	-		$	3,027,500
Net Cash Provided By (Used in) Financing Activities	$	3,027,500		$	-		$	3,027,500
Increase (Decrease) in Cash From Continuing Operations	$	1,151,141		$	-		$	1,151,141
CASH AT BEGINNING OF PERIOD	$	-		$	-		$	-
CASH AT END OF PERIOD	$	1,151,141		$	-		$	1,151,141
Cash Paid For:
Interest	$	-		$	-		$	-
Income Tax	$	-		$	-		$	-
Non-Cash Activities
Shares Issued to Maggie-May	$	1,250,000		$	-		$	1,250,000
Shares issued in Lieu of Payment for Service	$	2,000		$	4,000		$	6,000
Stock issued for accounts payable	$	-		$	-		$	-
Stock issued for notes payable and interest	$	-		$	-		$	-
Stock issued for convertible debentures and interest	$	-		$	-		$	-
Convertible debentures issued for services	$	-		$	-		$	-
Warrants issued	$	-		$	-		$	-
Stock issued for penalty on default of convertible debentures	$	-		$	-		$	-
Note payable issued for finance charges	$	-		$	-		$	-
Forgiveness of note payable and accrued interest	$	-		$	-		$	-
The accompanying notes are an integral
part of these financial statements.

40

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 1 -ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated in the State of Nevada on March 7, 2005 as Lions Metals Inc. On January 16, 2006 the Company changed its name to Patriot Power Corp.

Patriot Power is an exploration stage company engaged in the acquisition and exploration of uranium properties. The Company’s business model is focused on exploring properties in areas where uranium mineralization is present and where there have been previous uranium exploration activities.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a March 31 year-end.

b. Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, goods delivered, the contract price is fixed or determinable, and collectibility is reasonably assured.

c. Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $571,324, which is calculated by multiplying a 34% estimated tax rate by the cumulative NOL of $1,680,366. The total valuation allowance is a comparable $571,324. Details for the last two years follow

41

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Year Ended December 31	2006			2005
Deferred Tax Asset	$	569,964		$	1,360
Valuation Allowance		(569,964	)		(1,360	)
Current Taxes Payable		0.00			0.00
Income Tax Expense	$	0.00		$0.00	0.00

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year	Amount		Expiration
2005	$	4,000		2025
2006	$	1,676,366		2026
Total NOL	$	1,680,366

The Company has filed no income tax returns since inception.

Foreign currency translation

Foreign currency transactions are recorded at the rate of exchange on the date of the transaction. At the balance sheet date, monetary assets and liabilities denominated in foreign currencies are reported using the closing exchange rate. Exchange differences arising on the settlement of transactions at rates different from those at the date of the transaction, as well as unrealized foreign exchange differences on unsettled foreign currency monetary assets and liabilities, are recognized in the income statement.

Unrealized exchange differences on non-monetary financial assets (investments in equity instruments) are a component of the change in their entire fair value. For a non-monetary financial asset unrealized exchange differences are recognized in the income statement. For non-monetary financial investments unrealized exchange differences are recorded directly in Equity until the asset is sold or becomes impaired.

e. Use of Estimates

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

Restated Financial Statements

42

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Statement No. 154 paragraph d. Change in accounting estimate - The restatement of the financial statements for the period from April 01, 2005 to March 31, 2006, reflect a change that has the effect of adjusting the carrying amount of an existing asset or liability or altering the subsequent accounting for existing or future assets or liabilities. A change in an accounting estimate is a necessary consequence of the assessment, in conjunction with the periodic presentation of financial statements, of the present status and expected future benefits and obligations associated with assets and liabilities. Changes in accounting estimates result from new information. The Company has restated its financial statements for the year ended March 31, 2006 to reflect the following adjustments:

	March 31, 2006			Error adjustment					March 31, 2006
Assets									(Restated)
Current Assets
Cash and cash equivalents	$	1,151,141							$	1,151,141
Accounts Receivable	$	180,000							$	180,000
Other Current Assets		17,307								17,307
Total Current Assets		1,348,448								1,348,448
Fixed Assets
Property- Acquisition (Maggie-May)		2,500			(2,500	)	(1	)		-
Other Assets
Reclamation Bond		22,000								22,000
Total Fixed Assets		24,500			(2,500	)	(1	)		22,000
Total Assets	$	1,372,948			(2,500	)	(1	)	$	1,370,448
Liabilities
Current Liabilities
Accounts Payable & Accrued Liabilities	$	17,314							$	17,314
Total Current Liabilities		17,314								17,314
Long-Term Liabilities		-								-
Total Liabilities	$	17,314							$	17,314
Stockholders' Equity
75,000,000 Shares Authorized @ a Par Value of $ 0.001; 26,035,000 Shares Issued and Outstanding		26,035								26,035
Paid in Capital		1,759,965			1,247,500		(2	)		3,007,465
Retained Income (Deficit)	$	(430,366	)		1,250,000		(3	)	$	(1,680,366	)
Total Stockholders' Equity	$	1,355,634			(2,500	)	(2) (3	)	$	1,353,134
Total Liabilities & Stockholders' Equity	$	1,372,948			(2,500	)	(4	)	$	1,370,448

Adjustments:

(1)Restated to reclassify asset as an impairment loss (mineral claims), as regulated by SFAS 144, which is explained in detail later in the footnotes.

(2)Restated to correct additional paid-in capital amounts, and stockholders equity. In February of 2006, 2,500,000 common shares were issued at $0.50 per share pursuant to an agreement entered on November 02, 2005 with Maggie May minerals to acquire the Lake Claims, located at Mormon Lakein Gila County, Arizona.

43

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(3) Restated to correct retained earnings after the impairment loss (mineral claims).

(4)  Restated to correct total liabilities and stockholders equity.

	For the Year Ended on March 31, 2006			Error adjustment				For the Year Ended on March 31, 2006
								(Restated)
REVENUE	$	-						$	-
Expenses
Bank Charges	$	113						$	113
Accounting Charges	$	2,597						$	2,597
Shares Issued in Lieu of Payment for Services	$	2,000						$	2,000
Recognition of an Imparement Loss (Mineral Claims)	$	390,000			1,250,000	(1	)	$	1,640,000
Consulting & Subcontractors	$	9,925						$	9,925
Transfer Agent	$	2,765						$	2,765
Legal Fees		13,529							13,529
Foreign Exchange		5,437							5,437
Total Expenses	$	426,366			1,250,000	(1	)	$	1,676,366
Other Income & Expenses (Deficit)
Net Income (Loss)	$	(426,366	)					$	(1,676,366	)
Basic & Diluted (Loss) per Share		(0.02	)		0.81	(2	)		(0.083	)
Weighted Average Number of Shares Outstanding		20,119,999							20,119,999

Adjustments:

(1)Restated to display the impairment loss (mineral claims).

(2)Restated to correct the basic income (loss) per share.

44

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

PATRIOT POWER CORP.
STATEMENT OF STOCKHOLDER’S EQUITY
(An Exploration Stage Company) From Inception (March 7, 2005) to March 31, 2006
	Common Stock				Additional			Accumulated			Total
	Shares		Amount		Paid in			Deficit			Equity
					Capital
Shares issued at Founders @ $0.001 in Lieu of Payment for Services		13,320,000	$	13,320	$	(9,320	)				$	4,000
Net (Loss) for period								$	(4,000	)	$	(4,000	)
Balance, March 31, 2005		13,320,000	$	13,320	$	(9,320	)	$	(4,000	)	$	-
Shares Issued on May 2005 in Lieu of Payment for Services		6,660,000	$	6,660	$	(4,660	)				$	2,000
Common shares issued for cash at $0.50 per share, December 2005		895,000	$	895	$	446,605					$	447,500
Common shares issued for cash at $0.50 per share, January 2006		520,000	$	520	$	259,480					$	260,000
Common shares issued for cash at $0.50 per share, February 2006		2,140,000	$	2,140	$	1,067,860					$	1,070,000
Property Purchase		2,500,000	$	2,500							$	2,500
Net (Loss) for period								$	(426,366	)	$	(426,366	)
Balance, March 31, 2006		26,035,000	$	26,035	$	1,759,965		$	(430,366	)	$	1,355,634
The accompanying notes are an integral
part of these financial statements.

PATRIOT POWER CORP.
STATEMENT OF STOCKHOLDER’S EQUITY
(An Exploration Stage Company) From Inception (March 7, 2005) to March 31, 2006
(Stated in US Dollars)
(Restated)
					Additional
	Common Stock				Paid in			Accumulated			Total
	Shares		Amount		Capital			Deficit			Equity
Shares issued at Founders @ $0.001 in Lieu of Payment for Services		13,320,000	$	13,320	$	(9,320	)				$	4,000
Net (Loss) for period								$	(4,000	)	$	(4,000	)
Balance, March 31, 2005		13,320,000	$	13,320	$	(9,320	)	$	(4,000	)	$	-
Shares Issued on May 2005 in Lieu of Payment for Services		6,660,000	$	6,660	$	(4,660	)				$	2,000
Common shares issued for cash at $0.50 per share, December 2005		895,000	$	895	$	446,605					$	447,500
Common shares issued for cash at $0.50 per share, January 2006		520,000	$	520	$	259,480					$	260,000
Common shares issued for cash at $0.50 per share, February 2006		2,140,000	$	2,140	$	1,067,860					$	1,070,000
Property Purchase		2,500,000	$	2,500	$	1,247,500					$	1,250,000
Net (Loss) for period								$	(1,676,366	)	$	(1,676,366	)
Balance, March 31, 2006		26,035,000	$	26,035	$	3,007,465		$	(1,676,366	)	$	1,353,134
The accompanying notes are an integral
part of these financial statements.

45

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Adjustments:

(1) Restated to correct additional paid-in capital amounts, retained earnings (deficit) and stockholders equity. In February of 2006, 2,500,000 common shares were issued at $0.50 per share pursuant to an agreement entered on November 02, 2005 with Maggie May minerals to acquire the Lake Claims, located at Mormon Lakein Gila County, Arizona.

	For the Year Ended on March 31, 2006			Error Adjustment					For the Year Ended on March 31, 2006
CASH FLOWS FROM OPERATING ACTIVITIES									(Restated)
Net Income (Loss)	$	(426,366	)		(1,250,000	)	(1	)	$	(1,676,366	)
Adjustments to Reconcile Net Income to Net Cash Provided by Operations:
Shares issued in Lieu of Payment for Service	$	2,000							$	2,000
Recognition of an Imparement Loss (Mineral Claims)					1,640,000		(2	)	$	1,640,000
Other Receivables	$	(17,307	)						$	(17,307	)
Accrued Liabilities	$	17,314							$	17,314
Net Cash Provided By (Used in) Operating Activities	$	(424,359	)		390,000		(3	)	$	(34,359	)
CASH FLOWS FROM INVESTING ACTIVITIES
Loan to Atomic Minerals	$	(180,000	)						$	(180,000	)
Purchase if Mineral Claims					(1,640,000	)	(4	)	$	(1,640,000	)
Reclamation Bond	$	(22,000	)						$	(22,000	)
Net Cash Provided By (Used in) Investing Activities	$	(202,000	)		(1,640,000	)	(4	)	$	(1,842,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Shares Issued @ $0.50	$	1,777,500			1,250,000		(5	)	$	3,027,500
Net Cash Provided By (Used in) Financing Activities	$	1,777,500			1,250,000		(5	)	$	3,027,500
Increase (Decrease) in Cash From Continuing Operations	$	1,151,141							$	1,151,141
CASH AT BEGINNING OF PERIOD	$	-							$	-
CASH AT END OF PERIOD	$	1,151,141							$	1,151,141

Adjustments:

(1) Restated to correct net income (loss) from operations.

(2) Restated to recognized an impairment loss (mineral claims) in the operating activities.

(3) Restated to correct the net cash used in operating activities.

46

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(4) Restated to recognize the purchase of asset.

(5) Restated to correct additional paid-in capital amounts, and stockholders equity. In February of 2006, 2,500,000 common shares were issued at $0.50 per share pursuant to an agreement entered on November 02, 2005 with Maggie May minerals to acquire the Lake Claims, located at Mormon Lakein Gila County, Arizona.

g. Assets

The Company’s assets are composed as of March 31, 2006 of cash and equivalents for $1,151,141, a reclamation bond for $22,000. Other current assets represent advances to Ashworth Explorations for $17,307 and accounts receivable represent a loan to Atomic Minerals for $180,000. As of March 31, 2005 total Assets was $0.00.

	As of
	March 31, 2006		March 31, 2005
Assets	(Restated)
Current Assets
Cash and cash equivalents	$	1,151,141	$	-
Accounts Receivable	$	180,000
Other Current Assets		17,307
Total Current Assets		1,348,448
Other Assets
Reclamation Bond		22,000
Total Fixed Assets		22,000		-
Total Assets	$	1,370,448	$	-

h. Mineral Claims

On November 2, 2005, Patriot Power Inc. negotiated an option to acquire from Maggie May Minerals Inc. an undivided 100% right, title and interest in and to twenty-one unpatented lode-mining claims (the “Lake Claims”) located at Mormon Lakein Gila County, Arizona. The Company's exploration properties are all at the exploration stage and do not contain any reserves at this time.

The Company since inception (March 7, 2005)) has yet to establish proven or probable mining reserves and has no quantities of proved mineral reserves or probable mineral reserves. Moreover, the Company has not purchased or sold proved or probable minerals reserves since inception. In accordance with Industry Guide 7 paragraph (b) section 5, subsections 1, 2, 3, and due to the fact that we have no proven or probable mining reserves the Company will record our exploration within operating expenses as incurred during the exploration stage, as

47

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

h. Mineral Claims

opposed to capitalizing those costs.The Company has not incurred developmental costs as defined by Industry Guide 7.

i. Income

Income represents all of the company’s revenue less all its expenses in the period incurred. The Company has generated no revenues as of March 31, 2006 and March 31, 2005.

In accordance with FASB/ FAS 142 option 12, paragraph 11 “Intangible Assets Subject to Amortization”, a recognized intangible asset shall be amortized over its useful life to the reporting entity unless that life is determined to be indefinite. If an intangible asset has been has a finite useful life, but the precise length of that life is not known, that intangible asset shall be amortized over the best estimate of its useful life. The method of amortization shall reflect the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. If that pattern cannot be reliable determined, a straight-line amortization method shall be used. An intangible asset shall not be written down or off in the period of acquisition unless it becomes impaired during that period.

The Company has determined that its Maggie May property is to be held and used for impairment, as per SFAS 144: “Accounting for the Impairment of Long-Live Assets.” Impairment is the condition that exists when the carrying amount of a long-lived asset (asset group) exceeds its fair value. An impairment loss shall be recognized only if the carrying amount of a long- lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undisclosed cash flows expected to result from the use and eventual disposition of the asset (asset group). Our determination is based on the Company’s current period operating loss combined with the Company’s history of operating losses and our projection that demonstrates continuing losses associated with the Maggie May property.

In accordance with FASB 144, 25, “An impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business enterprise and in income from continuing operations in the statement of activities of a not-for-profit organization. If a subtotal such as “income from operations” is presented, it shall include the amount of that loss.” The Company has recognized the impairment of a long-lived asset by declaring that amount as a loss in income from operations in accordance with an interpretation of FASB 144.

48

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

	For the Year Ended on March 31, 2006			Period from March 7, 2005 (Inception) to March 31, 2005			From Inception (March 7, 2005) to March 31, 2006
	(Restated)						(Restated)
REVENUE	$	-		$	-		$	-
Expenses
Bank Charges	$	113		$	-		$	113
Accounting Charges	$	2,597		$	-		$	2,597
Shares Issued in Lieu of Payment for Services	$	2,000		$	4,000		$	6,000
Recognition of an Imparement Loss (Mineral Claims)	$	1,640,000		$	-		$	1,640,000
Consulting & Subcontractors	$	9,925		$	-		$	9,925
Transfer Agent	$	2,765		$	-		$	2,765
Legal Fees		13,529		$	-			13,529
Foreign Exchange		5,437		$	-			5,437
Total Expenses	$	1,676,366		$	4,000		$	1,680,366
Other Income & Expenses (Deficit)
Net Income (Loss)	$	(1,676,366	)	$	(4,000	)	$	(1,680,366	)

The Company has paid expenses for $1,676,366 as of March 31, 2006 and $4,000 for the year ended on March 31, 2005.

The Company’s net income (loss) from March 7, 2005 (Inception) to March 31, 2006 was ($1,680,366), ($1,676,366) for the year ended March 31, 2006 and ($4,000) for the year ended March 31, 2005.

j.Basic Income (Loss) Per Share

In accordance with SFAS No. 128-“Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At March 31, 2006, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

49

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

	For the Year Ended on March 31, 2006			Period from March 7, 2005 (Inception) to March 31, 2005			From Inception (March 7, 2005) to March 31, 2006
	(Restated)						(Restated)
Net Income (Loss)	$	(1,676,366	)	$	(4,000	)	$	(1,680,366	)
Basic & Diluted (Loss) per Share		(0.083	)		(0.000	)
Weighted Average Number of Shares Outstanding		20,119,999			13,320,000

k. Cash and Cash Equivalents

For purposes of the statement of cash flows, the company considers all highly liquid investments purchased with maturity of three months or less to be cash equivalents.

	March 31, 2006		March 31, 2005
Assets	(Restated)
Current Assets
Cash and cash equivalents	$	1,151,141	$	-

l.Liabilities

Liabilities are made up of current and long-term liabilities.

Current liabilities include accounts payable and accrued liabilities for $17,314.

The Company holds no long-term liabilities as of March 31, 2006.

	March 31, 2006		March 31, 2005
Assets	(Restated)
Liabilities
Current Liabilities
Accounts Payable & Accrued Liabilities	$	17,314
Total Current Liabilities		17,314		-
Long-Term Liabilities		-		-
Total Liabilities	$	17,314	$	-

50

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 2 -       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share Capital

a) Authorized:

75,000,000 common shares with a par value of $0.001

b) Issued:

As of March 31, 2006, there are twenty six million thirty five thousand (26,035,000) common shares issued and outstanding.

There are no preferred shares outstanding. The Company has issued no authorized preferred shares.

The Company has no stock option plan, warrants or other dilutive securities.

The Company issued 4,000,000 shares at $0.001 par value, for a total of $4,000 in lieu of payment for services at founders.

On May 2, 2005 the Company issued 2,000,000 shares, for a total of $2,000 in lieu of payment for services.

On May 31, 2005 the Company did a forward split of its common stock on a ratio of 3.33 to 1. The issued and outstanding shares increased from 6,000,000 to 19,980,000 issued and outstanding.

In December of 2005, there was an issuance of 895,000 common shares at $0.50 per share.

In January of 2006, there was an issuance of 520,000 common shares at $0.50 per share.

In February of 2006, 2,500,000 common shares were issued at $0.50 per share pursuant to an agreement entered on November 02, 2005 with Maggie May minerals to acquire the Lake Claims, located at Mormon Lakein Gila County, Arizona.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The financial statements do not include any adjustments that might result from this uncertainty.

51

PATRIOT POWER CORP.

Notes to the Financial Statements

(An Exploration Stage Company)

From inception (March 7, 2005) to March 31, 2006

(Stated in U.S. Dollars)

NOTE 3 -GOING CONCERN (continued)

As shown in the accompanying financial statements, the Company has incurred a net loss ($1,680,366) for the period from March 31, 2005 (inception) to March 31, 2006. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

52

PATRIOT POWER CORP.

(An Exploration Stage Company)

Interim Financial Statements and

Notes to Interim Financial Statements

December 31, 2006

(Stated in US Dollars)

(Unaudited)

53

PATRIOT POWER CORP.

(An Exploration Stage Company)

INTERIM BALANCE SHEETS

December 31, 2006 and March 31, 2006

(Stated in US Dollars)

	December 31,			March 31,
ASSETS	2006			2006
	(Unaudited)			(Audited)
Current Assets
Cash and cash equivalents	$	774,339		$	1,151,141
Accounts Receivable		-			180,000
Other Current Assets		-			17,307
	$	774,339		$	1,348,448
Fixed Assets
-					-
Property - Advances (Maggie-May)		17,848			-
Other Assets
Reclamation Bond	$	22,000		$	22,000
	$	814,187		$	1,370,448
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$	12,526		$	17,314
Advances payable - Note 5		350,000			-
	$	362,526		$	17,314
STOCKHOLDERS’ DEFICIENCY
75,000,000 Shares Authorized @ a Par Value of $0.001
26,035,000 Shares Issued and Outstanding - Note 4	$	26,035		$	26,035
Additional paid-in capital - Note 4		3,007,465			3,007,465
Deficit accumulated during the pre-exploration stage		(2,581,839	)		(1,680,366	)
		451,661			1,353,134
	$	814,187		$	1,370,448

54

PATRIOT POWER CORP.

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the nine-months ended December 31, 2006 and 2005

and for the period March 5, 2005 (Date of Inception) to December 31, 2006

(Stated in US Dollars)

(Unaudited)

							March 7, 2005
							(Date of
	Nine-months ended						Inception) to
	December 31,						December 31,
	2006			2005			2006
Expenses
Recognition of impairment loss (mineral claims)	$	770,575		$	-		$	2,410,575
Accounting and audit fees		15,682						18,279
Bank charges and interest		770			-			883
Consulting and subcontracts		72,000			-			81,925
Legal fees		40,400			-			53,929
Loan Interest		19,000			-			19,000
Office and general		223			-			223
Shares issued in lieu of payment for services		-			2,000			6,000
Transfer agent & filing fees		3,927			-			6,692
Travel and promotion		7,725			-			7,725
Transfer agent & filing fees		4,127			-			9,564
Loss before other item		(934,429	)		(2,000	)		(2,614,795	)
Other item
Interest income	$	32,956		$	-		$	32,956
Net loss for the period	$	(901,473	)	$	(2,000	)	$	(2,581,839	)
Basic loss per share		(0.03	)		(0.00	)
Weighted average number of shares outstanding		26,035,000			18,077,142

55

PATRIOT POWER CORP.

(An Exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the nine-months ended December 31, 2006 and 2005

(Stated in US Dollars)

(Unaudited)

	Nine-months ended
	December 31,
	2006			2005
Cash Flows used Operating Activities
Net loss for the period	$	(901,473	)	$	(2,000	)
Changes in non-cash working capital items  related to operations: Shares Issued in Payment for Services					2,000
Recognition of impairment loss (mineral claims Accounts receivables		770,575 180,000			- -
Other receivables		17,307			-
Accounts payable		(4,788	)		-
Advances payable		350,000			-
		411,621			-
Cash Flows from Investing Activities
Purchase of Mineral Claims		(770,575	)		-
Property advances		(17,848	)		-
		(788,423	)		-
Cash Flows from Financing Activities
Capital stock issued		-			-
Decrease in cash during the period	$	(376,802	)	$	-
Cash, beginning of the period		1,151,141			-
Cash, end of the period	$	774,339		$	-

56

PATRIOT POWER CORP.

(An Exploration Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

for the period March 7, 2005 (Date of Inception) to December 31, 2006

(Stated in US Dollars)

(Unaudited)

								Deficit
								Accumulated
					Additional			During the
	Common Stock				Paid-in			Exploration			Total
	Shares		Amount		Capital			Stage			Equity
Shares issued at Founders @ $0.001
in Lieu of Payment for Services		13,200,000	$	13,320	$	(9,320	)	$	-		$	4,000
Net loss for the period		-		-		-			-(4,000	)		(4,000	)
Balance as at March 31, 2005		13,320,000		13,320		(9,320	)		(4,000	)		-
Shares Issued on May 2005
in Lieu of Payment for Services		6,660,000		6,660		(4,660	)		-			2,000
Common shares issued for cash at
$0.50 per share, December 2005		895,000		895		446,605			-			447,500
Common shares issued for cash at
$0.50 per share, January 2006		520,000		520		259,480			-			260,000
Common shares issued for cash at
$0.50 per share, February 2006		2,140,000		2,140		1,067,860			-			1,070,000
Property Purchase		2,500,000		2,500		1,247,500			-			1,250,000
Net loss for the year ended  March 31, 2006		-		-		-			(1,676,366	)		(1,676,366	)
Balance as at March 31, 2006		26,035,000		26,035		3,007,465			(1,680,366	)		1,353,134
Net loss for the nine months-ended  December 31, 2006		-		-		-			(901,473	)		(901,473	)
Balance as at December 31, 2006		26,035,000	$	26,035	$	3,007,465		$	(2,581,839	)	$	451,661

57

PATRIOT POWER CORP.

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

December 31, 2006

(Stated in US Dollars)

(Unaudited)

Note 1Interim Reporting

While information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the company’s March 31, 2006 financial statements.

The results of operations for the period ended December 31, 2006, are not necessarily indicative of the results that can be expected for the year ended March 31, 2006.

Note 2 Continuence of Operations

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 twelve months. 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 December 31, 2006 the Company had not yet achieved profitable operations, has accumulated losses of $2,581,839 since its inception, has a working capital of $411,813 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.

Note 3Mineral Properties

Mormon Lake

On November 2, 2005, the Company negotiated an option to acquire from Maggie May Minerals Inc. an undivided 100% right, title and interest in and to 21 unpatented lode-mining claims (the “Lake Claims”) located at Mormon Lake in Gila County, Arizona. The Company’s exploration properties are all at the exploration stage and do not contain any reserves at this time.

58

PATRIOT POWER CORP.

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

December 31, 2006

(Stated in US Dollars)

(Unaudited)

Note 4Share Capital

a) Authorized:

75,000,000 common shares with a par value of $0.001

b)Issued:

	# of Shares		$
Issued for services:
- Founders shares @ $0.001		4,000,000		4,000
- Additional services @ $0.001		2,000,000		2,000
		6,000,000		6,000
- Forward split 3.33 to 1				-
New Balance		19,980,000		6,000
Issued for cash:
- Private Placement @ $0.50		3,555,000		1,777,500
Issued for property:
- Mormon Lake Property @ $0.50		2,500,000		1,250,000
Balance, March 31, 2006		26,035,000		3,033,500
Balance, December 31, 2006		26,035,000		3,033,5000

As of December 31, 2006, there are twenty six million thirty five thousand (26,035,000) common shares issued and outstanding. There are no preferred shares outstanding. The Company has issued no authorized preferred shares.The Company has no warrants or other dilutive securities.

The Company issued 4,000,000 shares at $0.001 par value, for a total of $4,000 in lieu of payment for services at founders.

On May 2, 2005 the Company issued 2,000,000 shares, for a total of $2,000 in lieu of payment for services.

On May 31, 2005 the Company did a forward split of its common stock on a ratio of 3.33 to 1. The issued and outstanding shares increased from 6,000,000 to 19,980,000 issued and outstanding.

In December of 2005, there was an issuance of 895,000 common shares at $0.50 per share.

In January of 2006, there was an issuance of 520,000 common shares at $0.50 per share.

In February of 2006, there was an issuance of 2,140,000 common shares at $0.50 per share.

59

PATRIOT POWER CORP.

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

December 31, 2006

(Stated in US Dollars)

(Unaudited)

NOTE 4 -           Share Capital (continued)

In February of 2006, 2,500,000 common shares were issued at $0.50 per share pursuant to an agreement entered on November 02, 2005 with Maggie May minerals to acquire the Lake Claims, located at Mormon Lakein Gila County, Arizona.

Note 5     Advances Payable

On November 16, 2006, the Company received an interim advance in order to meet its property commitments. The advance is payable on demand together with interest of 10% annually, compounded and calculated daily. At the time of this report, the Company has not accrued any interest payable.

Note 6     Related Party Transactions

The Company was charged the following by a company controlled by a director of the Company:

	Nine-months ended
	December 30,
	2006		2005
Consulting fees	$	36,000	$	0.000

60

No dealer, salesman or any other person has been authorized to give any quotation or to make any representations in connection with the offering described herein, other than those contained in this prospectus. If given or made, such other information or representation, must not be relied upon as having been authorized by the Company or by any underwriter. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until __________________ (90th day after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada Revised Statutes and Article VII of our Articles of Incorporation permit us to indemnify our officers and directors and certain other persons against expenses in defense of a suit to which they are parties by reason of such office, so long as the persons conducted themselves in good faith and the persons reasonably believed that their conduct was in our best interests or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. See our Articles of Incorporation filed as Exhibit 2.1 to this registration statement.

Indemnification is not permitted in connection with a proceeding by us or in our right in which the officer or director was adjudged liable to us or in connection with any other proceeding charging that the officer or director derived an improper personal benefit, whether or not involving action in an official capacity.

ITEM 2. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by us in connection with the securities being registered are as follows:

		AMOUNT
Securities and Exchange Commission Registration Fee*	$	100
Accounting Fees and Expenses		3,000
Legal Fees and Expenses		6,500
Transfer Agent and Registrar Fees and Expenses		250
Printing Expenses		100
Miscellaneous Expenses		50
Total	$	10,000	*

*Estimated amount

ITEM 3. UNDERTAKINGS

The Company hereby undertakes to:

1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

i) Include any prospectus required by section 10(a)(3) of the Securities Act; and

61

ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, any increase or decrease in volume of securities offered if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and

iii) Include any additional or changed material information on the plan of distribution.

2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

3)To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering;

4)That, for the purpose of determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424 of Regulation C of the Securities Act;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

(iv) Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, or the Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

62

Item 512(g):

2. If the small business issuer is subject to Rule 430C, include the following:

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

ITEM 4. UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR

The Company sold a total of 3,555,000 shares of its common stock to accredited investors in December 2005, and January 2006, for cash consideration of $1,777,500. The Company relied upon the exemption from registration contained in Regulation S and Section 4(2) of the Securities Act of 1933. All investors were deemed to be sophisticated with regard to an investment in the registrant.

We did not engage in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers.

As of September 30, 2006, there are twenty six million thirty five thousand (26,035,000) common shares issued and outstanding.

There are no preferred shares outstanding. The Company has issued no authorized preferred shares.

The Company has no stock option plan, warrants or other dilutive securities.

Subsequent Transactions:

The Company issued 4,000,000 shares at $0.001 par value, for a total of $4,000 in lieu of payment for services to founders. The Company relied upon the exemption from registration contained in Regulation S and Section 4(2) of the Securities Act of 1933. All investors were deemed to be sophisticated with regard to an investment in the registrant.

On May 2, 2005 the Company issued 2,000,000 shares, for a total of $2,000 in lieu of payment for services. The Company relied upon the exemption from registration contained in Regulation D and Section 4(2) of the Securities Act of 1933. All investors were deemed to be sophisticated with regard to an investment in the registrant.

On May 31, 2005 the Company did a forward split of its common stock on a ratio of 3.33 to 1. The issued and outstanding shares increased from 6,000,000 to 19,980,000 issued and outstanding.

In December of 2005, there was an issuance of 895,000 common shares at $0.50 per share. The Company relied upon the exemption from registration contained in Regulation S and Regulation D and Section 4(2) of the Securities Act of 1933. All investors were deemed to be sophisticated with regard to an investment in the registrant.

In January of 2006, there was an issuance of 520,000 common shares at $0.50 per share. The Company relied upon the exemption from registration contained in Regulation S and Regulation D and Section 4(2) of the Securities Act of 1933. All investors were deemed to be sophisticated with regard to an investment in the registrant.

In February of 2006, there was an issuance of 2,140,000 common shares at $0.50 per share and 2,500,000 common shares at $0.50 per share. The Company relied upon the exemption from registration contained in Regulation S and Regulation D and Section 4(2) of the Securities Act of 1933. All investors were deemed to be sophisticated with regard to an investment in the registrant.

63

ITEM 5. INDEX TO EXHIBITS

REGULATION

SB-1	EXHIBIT
3.1	Articles of Incorporation*
3.2	Bylaws*

5.1   Consent and Opinion of Luis Carrillo, Attorney, March 15, 2007* 

10.1	Agreement Rodinia Minerals Inc. November 02, 2005
10.2	Agreement Maggie Minerals Inc., November 02, 2005; Amending Letter Agreement, January 20, 2006; Second Amending Letter Agreement, May 23, 2006; Third Amending Letter Agreement, March 01, 2006*
10.3	Loan Agreement with Rodinia Minerals, November 23, 2005*
10.4	Loan Agreement with Atomic Minerals, February 21, 2006*
23.1	Consent of Moore & Associates Chartered Accountants, March 14, 2007*

* Filed Herewith  

ITEM 6. DESCRIPTION OF EXHIBITS

See Item 5 above.

64

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia, on March 15, 2007.

PATRIOT POWER CORP.
By:	/s/ RON ATLAS
	RON ATLAS
	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director

By:	/s/ KEN THORSEN
	Ken Thorsen
	Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

SIGNATURE	TITLE	DATE
/s/ RON ATLAS RON ATLAS	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	March 15, 2007.
s/ KEN THORSEN Ken Thorsen	Director	March 15, 2007.

65

EX-3.1

 DEAN HELLER

Secretary of State              Entity # E0083092005-7

206 North Carson Street             Document # 20050051460-53

Carson City, Nevada  89701-4299

(775) 684 5708

Date Filed: 3/7/2005 4:18:52 PM

In the office of

Dean Heller
Secretary of State

Articles of Incorporation

(PURSUANT TO NRS 78)

 

Important: Read attached instructions before completing form.      ABOVE SPACE IS FOR OFFICE USE ONLY.

1.	Name of Corporation:	LIONS METAL, INC.
2.	Resident Agent  Name and Street Address: (must be nevada adress where process may be served)	CSC Services of Nevada Inc. Name 502 E. John Street,      Carson City   Nevada          89706    Street Address        City    State          Zip Code                                                                                                                                                            0;                                   Optional mailing Address                                                                  City                                 State          Zip Code
3.	Shares: (number of shares corporation authorized to issue)	Number of shares with par value:    6,000,000Par Value: $  .001Number of shares without par value
	(number of shares corporationn authorized to issue)
4.	Names &Addresses of Board of Directors/Trustees (attach additional pages oif there is more than 3 directors/trustees)	1. DON DECOTTIS                                                                                                                                               Name 1705-837 West Hastings Street    Vancouver  BC  CANADA V6C2E9 Street Address      City    State Zip Code 2. Felicia Catier                                                                                                                                                     Name 563 Radant Rd                                                               Kelowba   BC                 CANADA        V1W1A1  Street Address      City    State Zip Code
5.	Purpose: (Optional-see instructions)	The purpose of  this Corporation shall be:
6.	Names, Address and  Signature of Incorporator: (attach additional pages if there is more than 1 incorporator)	CSC Services of Nevada, Inc.        /s/                                    Name           Signature 502 E. John Street,      Carson City   Nevada          89706    Address     City  StateZip Code
7.	Certificate of Acceptence of Appointment of Resident Agent:	I hereby accept appointment as Resident Agent for the above named corporation. By:    /s/                                                                                                                                   372005 Authorized Signature of R.A. or On Behalf of R.A Company  Date

This form must be accompanied by approriate fees. See attached fee schedule.

Dean Heller

  Secretary of State

  206 North Carson Street

  Carson City, Nevada 89701-4299

  (775) 684 5708

  Webside: secretaryofstate.biz

	Entity #
	E0083092005-7
	Document Number
	20050069672-87
CERTIFICATE OF CORRECTION	Date Filed
(PERSUANT TO NRS 78 78A,80, 81, 82, 84, 86, 87, 58, 88A, 89, and 92A)	3/18/2005 11:40:13 AM
	In the office of
	/s/ Dean Heller
	Dean Heller
	Secretary of state

Important:  Read attached instructions before completing form.

Certificiate of Correction

 (PERSUANT TO NRS 78 78A,80, 81, 82, 84, 86, 87, 58, 88A, 89, and 92A) 

1. The name of the entitiy for which correction is being made:

LIONS METAL, INC.

2. Description of the original document for which correction is being made:

Articles of Incorporation

3. Filing date of the original document foe which correction is being made: 3/7/2005

4. Description of the inaccuracy or defect

The name of the entitiy was listed incorrectly as LIONS METAL, INC.

5. Correction of the inaccuracy of defect.

The name of the entitiy was listed incorrectly as LIONS METAL, INC.

6. Signature:

/s/       Incorporator  0;       3/18/2005

Authorized Signature    Title       Date

* If the entity is a corporation, it must be signed by an Officer if stock has been issued, OR an Incorporator or Director if the stock has not been issued; a Limited-Liability Company, by a manager or managing members; a Limited Partnership or Limited-Liability Limited Partnership, by a General Partner; a Limited-Liability Partnership, by a Managing Partner; a Business Trust, by a trustee.

IMPORTANT: Failure to include any of the above information and submit proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. See attached fee schedule.

	Entity #
(PROFIT) INITIAL LIST OF OFFICERS, DIRECTORS, AND RESIDENT AGENTS OF	E0083092005-7
	Document Number
LIONS METAL, INC	20050250364-07
	Date Filed
	6/24/2005 7:29:56 AM
FOR THE FILING PERIOD OF  MAR 2005                TO  MAR 2004 DUE BY APR 30, 2005	In the office of
	/s/ Dean Heller
	Dean Heller    Secretary of state
The corporation is duly appointed resident agent in the State of Nevada upon whom process can be served is: CSC SERVICES OF NEVADA INC. 502 EAST JOHN STREET CARSON CITY, NV 89706

Dean Heller

  Secretary of State

  206 North Carson Street

  Carson City, Nevada 89701-4299

  (775) 684 5708

  Webside: secretaryofstate.biz

	Entity #
	E0083092005-7
	Document Number
	20050593946-03
CERTIFICATE OF AMENDMENT	Date Filed
(PERSUANT TO NRS 78 78,365 and 78,390)	12/5/2005 10:45:33 AM
	In the office of
	/s/ Dean Heller
	Dean Heller
	Secretary of state

Important: Read attached  instructions before completing form:

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporation

(PURSUANT to NRS 78,385 and 78,390-After Issuance of Stock)

1. Name of Corporation: LIONS METALS INC.                                                                                                                                                                                                                                                 

2. The articles have been amended as follows (provide article numbers, If available):

ARTICLE 1: THE NAME OF THE CORPORATION IS PATRIOT POWER CORP.

ARTICLE 2: AUTHORIZED SHARES OF THE COMPANY ARE 75,000,000 AT PAR VALUE OF $0.001

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least majority of the voting power, or such greater proportion of the voting power as may be required in the case  of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of this amendment is: 100%                                                                                                                                                            

4. Effective date of filing (optional):  Immediate                                                                                                                                                                    
60;                                                                   

5. Officer Signature (required): /s/                                                                                                                                                     
60;                                                                                                     

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment  regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Dean Heller

  Secretary of State

  206 North Carson Street

  Carson City, Nevada 89701-4299

  (775) 684 5708

  Webside: secretaryofstate.biz

	Entity #
	E0083092005-7
	Document Number
	20050618551-73
CERTIFICATE OF AMENDMENT	Date Filed
(PERSUANT TO NRS 78 78,365 and 78,390)	12/15/2005 9:23:05 AM
	In the office of
	/s/ Dean Heller
	Dean Heller
	Secretary of state

Important: Read attached  instructions before completing form:

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporation

(PURSUANT to NRS 78,385 and 78,390-After Issuance of Stock)

1. Name of Corporation: PATRIOT POWER CORP.                                                                                                                                                                                                                                          

2. The articles have been amended as follows (provide article numbers, If available):

ARTICLE 1: THE NAME OF THE CORPORATION IS PATRIOT POWER CORP.

ARTICLE 2: AUTHORIZED SHARES OF THE COMPANY ARE 75,000,000 AT PAR VALUE OF $0.001

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least majority of the voting power, or such greater proportion of the voting power as may be required in the case  of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of this amendment is: 100%                                                                                                                                                      

4. Effective date of filing (optional):  Immediate                                                                                                                                                                    
60;                                                                   

5. Officer Signature (required): /s/                                                                                                                                                      
60;                                                                                                    

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment  regardless of limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

	Entity #
(PROFIT) INITIAL LIST OF OFFICERS, DIRECTORS, AND RESIDENT AGENTS OF	E0083092005-7
	Document Number
PATRIOT POWER CORPORATION	20060269368-52
	Date Filed
	4/27/2006 8:06:27 AM
FOR THE FILING PERIOD OF  3/31/2006                TO  3/31/2007	In the office of
	/s/ Dean Heller
	Dean Heller    Secretary of state
The corporation is duly appointed resident agent in the State of Nevada upon whom process can be served is: CSC SERVICES OF NEVADA INC. 502 EAST JOHN STREET CARSON CITY, NV 89706

EX-3.2

BYLAWS

OF

PATRIOT POWER CORP.

ARTICLE I

OFFICES AND CORPORATE SEAL

SECTION 1.1 Registered Office. The registered office of PATRIOT POWER CORP.(hereinafter the “Corporation”), in the State of Nevada shall be 502 East John Street, Carson City, Nevada 89706. In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board. The Board of Directors may change the Corporation’s registered office and principal office from time to time.

SECTION 1.2 Other Offices. The Corporation may also maintain offices at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors (hereinafter the “Board”), and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.

SECTION 1.3 Corporate Seal. A Corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation, but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name of the Corporation and in the center the words “corporate seal”, the year incorporated, and the state where incorporated.

ARCITLE II

SHAREHOLDERS

SECTION 2.1 Shareholders Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 p.m., or at such other time and place as may be fixed from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. A special or annual meeting called by shareholders owning a majority of the entire capital stock of the Corporation pursuant to Sections 2.2 or 2.3 shall be held at the place designated by the shareholders calling the meeting in the notice of the meeting or in a duly executed waiver of notice thereof.

SECTION 2.2 Annual Meetings. Annual meetings of a shareholders shall be held on a date designated by the Board of Directors or if that day shall be a legal holiday, then on the next succeeding business day, or at such other date and time as shall be designated

from time to time by the Board and stated in the notice of the meeting. At the annual meeting, shareholders shall elect the Board and transact such other business as may properly be brought before thee meeting. In the event that an annual meeting is not held on the date specified in this Section 2.2, the annual meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.3 Special Meetings of Shareholders. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada statute or by the Articles of Incorporation (hereinafter the “Articles”), may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board, or at the request in writing of shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. In the event that the President or Secretary fails to call a meeting pursuant to such a request, a special meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.

SECTION 2.4 List of Shareholders. The officer who has charge of the stock transfer books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of a shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to examination and copying by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.

SECTION 2.5 Notice of Shareholders Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the Corporation. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.

SECTION 2.6 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of, or permitted to vote at, any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders

entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to he date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not enclosed and no record date is fixed for the determination of shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, the record date shall be 4:00 p.m. on the day before the day on which notice of the meeting is given or, if notice is waived, the record date shall be the day on which, and the time at which, the meeting is commenced. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, provided that the board may fix a new record date for the adjourned meeting and further provided that such adjournments do not in the aggregate exceed thirty (30) days. The record date for determining shareholders entitled to express consent to action without a meeting pursuant to Section 2.9 shall be the date on which the first shareholder signs the consent.

SECTION 2.7 Quorum and Adjournment.

(a) The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by Nevada statute or by the Articles.

(b) Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. Unless the vote of a greater number or voting by classes is required by Nevada statute or the Articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting.

(c) If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which

adjournment is taken, until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

SECTION 2.8 Voting. At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period not to exceed seven (7) years.

SECTION 2.9 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote with respect to the subject matter of the action unless a greater percentage is required by law in which case such greater percentage shall be required.

Section 2.10 Waiver. A shareholder’s attendance at a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration of a particular matter at the meeting unless the shareholder objects to considering the matter when it is presented. A shareholder may otherwise waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before, at or after the time of the meeting.

SECTION 2.11 Conduct of Meetings. Meetings of the shareholders shall be presided over by a chairman to be chosen, subject to confirmation after tabulation of the votes, by a majority of the shareholders entitled to vote at the meeting who are present in person or by proxy. The secretary for the meeting shall be the Secretary of the Corporation, or if the Secretary of the Corporation is absent, then the chairman initially chosen by a majority of the shareholders shall appoint any person present to act as secretary. The chairman shall conduct the meeting in accordance with the Corporation’s Articles, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting. After calling the meeting to order, the chairman initially chosen shall call for the election inspector, or if no inspector is present then the secretary of the meeting, to tabulate the votes represented at the meeting and entitled to be cast. Once the votes are tabulated, the shares entitled to vote shall confirm the chairman initially chosen or shall choose another chairman, who shall confirm the secretary initially chosen or shall choose another secretary in accordance with this section. If directors are to be elected, the tabulation of votes present at the meeting shall be announced prior to the casting of votes for the directors.

Section 2.12 Election Inspector. The Board of Directors, in advance of any shareholders meeting, may appoint an election inspector to act at such meeting. If an election inspector is not so appointed or is not present at the meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment. If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce the results thereof; hear and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts as may be proper to ensure the fair conduct of the meeting.

ARTICLE III

DIRECTORS

SECTION 3.1 Number and Election. The number of directors that shall constitute the whole Board shall initially be done; provided, such number may be changed by the shareholders so long as the number of directors shall not be less than one or more than nine. Directors shall be elected by the shareholders, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation or removal.

SECTION 3.2 Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Nevada statute, the Articles, or these Bylaws directed or required to be exercised or done by the shareholders.

SECTION 3.3 Resignation of Directors. Any director may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 3.4 Removal of Directors. Any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.

SECTION 3.5 Vacancies. Vacancies resulting from the resignation or removal of a director and newly created directorships resulting from any increase in the authorized number of directors shall be filled by the shareholders in accordance with Section 3.1.

SECTION 3.6 Place of Meetings. Unless otherwise agreed by a majority of the directors then serving, all meetings of the Board of Directors shall be held at the Corporation’s principal office between the hours of 9:00 a.m. and 5:00 p.m., and such meetings may be

held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.6 shall constitute presence in person at such meeting.

SECTION 3.7 Annual Meetings. Annual meetings of the Board shall be held immediately following the annual meeting of the shareholders and in the same place as the annual meeting of shareholders. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.

SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

SECTION 3.9 Special Meetings. Special meetings of the Board may be called by the President or the Secretary with seven (7) days notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors and shall in such case be held at the time requested by those directors, o if the President or Secretary fails to call the special meeting as requested, then the meeting may be called by the two requesting directors ad shall be held at the time designated by those directors in the notice.

SECTION 3.10 Quorum and Voting. A quorum at any meeting of the Board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum. If a quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present, then the affirmative vote of a majority of directors present is the act of the Board of Directors.

SECTION 3.11 Action Without Meeting. Unless otherwise restricted by the Articles of these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

SECTION 3.12 Committee of the Board. The Board, by resolution, adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board. The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the

delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.

SECTION 3.13 Compensation. To the extent authorized by resolution of the Board and not prohibited or limited by the Articles, these Bylaws, or the shareholders, a director may be reimbursed by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated salary or both for attending meetings of the Board. No such reimbursement or payment shall preclude any director from serving the Corporation in any such capacity and receiving compensation therefore.

SECTION 3.14 Waiver. A director’s attendance at or participation in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. A director may otherwise waive notice of any annual, regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.

SECTION 3.15 Chairman of the Board. A Chairman of the Board may be appointed by the directors. The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the shareholders, or these Bylaws. The Vice Chairman, if one has been elected, shall serve in the Chairman’s absence.

SECTION 3.16 Conduct of Meetings. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

(a) The Chairman of the Board;

(b) The Vice Chairman;

(c) The President of the Corporation; or

(d) A director chosen by a majority of the directors present, or if a majority is unable to agree on who shall act as chairman, then the director with the earliest date of birth shall act as the chairman.

The Secretary of the Corporation, or if he shall be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the minutes thereof. The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such meeting, but the same may be changed by the vote of a majority of those directors present at such meeting. The Board shall keep regular minutes of its proceedings.

ARTICLE IV

OFFICERS

SECTION 4.1 Titles, Offices, Authority. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice Presidents, one or more assistant secretaries and assistant treasurers, or any other officer appointed by the Board. Any number of offices may be held by the same person, unless the Articles or these Bylaws otherwise provide. If only one person is serving as an officer of this Corporation, he or she shall be deemed to be President and Secretary. An officer shall have such authority and shall perform such duties in the management of the Corporation as may be provided by the Articles or these Bylaws, or as may be determined by resolution of the Board or the shareholders in accordance with Article V.

SECTION 4.2 Subordinate Officers. The Board may appoint such subordinate officers, agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees. Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.

SECTION 4.3 Appointment, Term of Office, Qualification. The officers of the Corporation shall be appointed by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed and qualified, or until resignation or removal.

SECTION 4.4 Resignation. Any officer may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.

SECTION 4.5 Removal. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.

SECTION 4.6 Vacancies. A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV for appointment to such office.

SECTION 4.7 The President. The President shall preside at all meetings of shareholders. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board form time to time.

SECTION 4.8 The Vice President. Each Vice President shall have such powers and perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws. At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the President.

SECTION 4.9 The Secretary. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary. He shall also have such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe. If no officer has been named as Secretary, the duties of the Secretary shall be performed by the President or a person designated by the President.

SECTION 4.10 The Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction by the Board, by the President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the directors at the regular meetings of the Board or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general,

he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board. He may sign, with the President or a Vice President, certificates of stock of the Corporation. If no officer has been named as Treasurer, the duties of the Treasurer shall be performed by the President or a person designated by the President.

SECTION 4.11 Compensation. The Board shall have the power to set the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to set the compensation of such subordinate officers.

ARTICLE V

AUTHORITY TO INCUR CORPORATE OBLIGATIONS

SECTION 5.1 Limit on Authority. No officer or agent of the Corporation shall be authorized to incur obligations on behalf of the Corporation except as authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders. Such authority may be general or confined to specific instances.

SECTION 5.2 Contracts and Other Obligations. To the extent authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders, officers and agents of the Corporation may enter into contracts, execute and deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.

ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 6.1 Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.

SECTION 6.2 Issuance. Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for the shares is adequate. A certificate shall not be issued for any share until such share is fully paid.

SECTION 6.3 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be December 31^st.

ARTICLE VIII

DIVIDENDS

From time to time the Board may declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles.

ARTICLE IX

INDEMNIFICATION

The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the Articles or these Bylaws. The Corporation’s obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim. The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation.

ARTICLE X

REPEAL, ALTERATION OR AMENDMENT

These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the shareholders at a special meeting called for that purpose. Any amendment made by the shareholders shall be valid.

EX-5.1

March 15, 2007

Ron Atlas

Patriot Power Corp.

502 East John Street

Carson City, NV 89706

RE: Patriot Power Corp. Registration Statement - Form SB-1

Dear Mr. Atlas:

We have acted as special counsel to Patriot Power Corp., a Nevada corporation (the “Company”), in connection with the preparation and filing of an Amended Registration Statement (Amendment #7) on Form SB-1/A (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the offering of 3,333,000 shares (the “Shares”) of the Company's common stock, par value $.001 per share, by the selling shareholder (the “Selling Shareholder”) named in the Registration Statement.

In connection with the registration of the Shares, we have reviewed such documents and records as we have deemed necessary, and as have been available, to enable us to express an opinion on the matters covered hereby, including but not limited to the Registration Statement (including all exhibits thereto) and copies of resolutions of the Company's board of directors authorizing the issuance of the Shares and their registration pursuant to the Registration Statement.

In rendering this opinion, we have (a) assumed (i) the genuineness of all signatures on all documents examined by us, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to original documents of all documents submitted to us as photostatic or conformed copies and the authenticity of the originals of such copies, and (iv) the legal capacity of all natural persons; and (b) relied on (i) certificates of public officials and (ii) as to matters of fact relevant to this opinion, statements and certificates of officers and representatives of the Company.

Based upon the foregoing, and subject to the limitations and qualifications set forth herein, we are of the opinion that the Shares to be sold by the Selling Shareholder are validly issued, fully paid and non-assessable shares of the Company’s common stock.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

The foregoing opinions relate only to matters of the internal law of the State of Nevada without reference to conflict of laws and to matters of federal law, and we do not purport to express any opinion on the laws of any other jurisdiction. We are attorneys admitted to practice in the States of New York, New Jersey and California. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America and the State of Nevada. This opinion is rendered based upon our interpretation of existing law, and is not intended to speak with reference to standards hereafter adopted. Additionally, the opinions expressed herein are as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We express no opinion as to any tax consequences that may relate to the Shares.

Very truly yours,

STEADYLAW GROUP, LLP

/s/ LUIS CARRILLO

Luis Carrillo, Esq.

EX-10.1

November 2nd, 2005

Patriot Power Corp.

502 East John Street

Carson City, N.V. 89706

Re:   Letter of Agreement and Joint Venture Agreement between Rodinia Minerals Inc("Rodinia") and Patriot Power Corp.(Patriot) concerning the acquisition of an interest in 209 unpatented lode claims and the operation of a Joint Venture in those 209 claims and 21 claims acquirable under option by Patriot.

Whereas:

Patriot is the holder of an option to acquire a 100% interest in 21 unpatented lode mining claims located in Gila County, Arizona U.S.A (the "Lake Property") granted by a Letter Agreement dated November 2, 2005 between Patriot and Maggie-May Minerals, Inc. (the" Lake Option") a copy of which is attached hereto as Schedule "A";

Rodinia is the beneficial holder of 209 unpatented lode mining claims (the "209 Property") which essentially surrounds the Lake Property, particulars of which are attached as Schedule

This letter sets forth the principal terms and conditions upon which Patriot will acquire an option to earn a sixty percent (60%) interest in the 209 Property by the due exercise by Patriot of the Lake Option , and thereafter Rodinia and Patriot will participate as a joint venture, for the purpose of further exploration and other related work on the Lake Property and the 209 Property in each of which properties Rodinia will have a 40% interest and Patriot will have a 60% interest.

This letter when signed constitutes a binding agreement between Patriot and Rodinia provided always that either party may require a more formal agreement embodying the terms hereof and any other terms as may be mutually agreed upon.

1. Patriot represents and warrants to Rodinia that it is the sole and beneficial holder of the Lake Option.and that the terms of the Lake Option are as described in Schedule "B" to this Letter Agreement and that there has been no amendment to such terms. Patriot further represents and warrants to Rodinia that the Lake Option is valid and subsisting and that it has done no act whereby the Lake Option has in any manner become impaired or encumbered, and that to the best of Patriot's knowledge there are no adverse claims or challenges to Patriot's interest in the Lake Property or the Lake Option has not assigned, or promised to assign the Lake Property or the Lake Option or any rights which derive therefrom and has not acquired, with respect to third parties, any obligation whatsoever which would prevent Patriot from entering into this Letter Agreement.

2.Rodinia represents and warrants to Patriot that it is the sole beneficial holder of the 209 Claims and that each of the claims comprising the 209 Claims is valid and subsisting and that it has done not act or failed to do any act whereby the 209 Claims have become impaired or encumbered and has not assigned, or promised to assign the 209 Claims and has not acquired, with respect to third parties, any obligation whatsoever which would prevent Rodinia from entering into this Letter Agreement.

3.During the term of the Lake Option Rodinia hereby grants to Patriot the sole and exclusive right and option to acquire a 60% undivided interest in the 209 Claims (the "209 Option") which option shall be exerciseable by the exercise by Patriot of the Lake Option. In the event the Lake Option lapses through non-exercise or is terminated, the option hereby granted to acquire and interest in the 209 Claims shall automatically terminate concurrently and by reason of such lapse or termination .

4.Upon the exercise of the Lake Option Patriot shall assign to Rodinia a 40% interest in the Lake Property and shall thereby be deemed to have earned an undivided 60% interest in the 209 Claims and thereafter all operations conducted on the property consisting of an aggregate of the 209 Claims and the Lake Claims shall be on a joint venture basis in which Patriot shall have a 60% interest and Rodinia shall have a 40 % interest. in accordance with such joint venture terms as they may agree upon or, in the absence of such an agreement being made, on such terms as may be set by an arbitrator appointed pursuant to the terms of this Letter Agreement.

5      Except as otherwise provided in this Agreement, until the 209 Claim Option is exercised or terminated in accordance with the terms of this Agreement, the Optionee, its servants and agents shall have the sole and exclusive right and obligation to:

(a)enter in, under or upon the 209 Claims and conduct exploration programs thereon and to do sufficient work or make payment in lieu thereof, if permitted by Nevada mining laws in an amount sufficient to maintain the 209 Claims in good standing during the term of 209 Option and keep and maintain records in respect of such programs as are reasonable and customary in the U.S. mining industry ; ;

(b)exclusive and quiet possession of the 209 Claims;

(c)pay or cause to be paid all workers and wage earners employed by it or its contractors on the 209 Claims and all suppliers for materials purchased in connection therewith;

(d)carry out all work on the 209 Claims in a good and workmanlike manner, in accordance with sound mining and engineering practices and in accordance with all applicable laws;

(e)acquire and maintain in good standing any and all regulatory approvals in connection with work programs carried out on the 209 Claims by, on behalf of, or under the direction of Patriot

(f)       Upon the termination or expiry of the Option, other than as a result of Patriot exercising the Option and the establishment of the Joint Venture Patriot will::

(a)deliver to Rodonia copies of all information and data relating to the work programs carried out on the 209 Claims by, on behalf of, or under the direction of Patriot ;

(b)cause confirmation of such abandonment or termination to be registered on the official government records of the 209 Claims where any notice of an interest of Patriot has been entered; and

(c)perform or undertake to perform all such reclamation, rehabilitation, restoration and abandonment work in respect of the 209 Claims as is necessary to ensure that the property is, upon its return to the care and control of Rodinia in compliance with applicable laws (including, without limitation, applicable mining and environmental laws and regulations).

6.Information concerning this letter agreement or any matters arising from or in connection therewith shall be treated as confidential by the parties and shall not be disclosed by any party to any other person (other than an affiliate or any legal, accounting, financial or other professional advisor of the disclosing party or its affiliate) except as permitted hereby without the prior written consent of the other parties, such consent not to be unreasonably withheld, except to the extent that such disclosure may be necessary for observance of all applicable laws or stock exchange requirements or for accomplishment of the purposes of this letter agreement. A copy ofall information disclosed by a party (whether or not requiring permission pursuant to this section) shall be given forthwith to the other parties.

7.Nothing in this letter agreement shall restrict in any way the freedom of either of the parties, except with respect to its respective interest in the 209 Claims or the Lake Property, to conduct as it sees fit any business or activity whatsoever, whether in competition with the Joint Venture or otherwise, including the exploration for, or the development, mining, production or marketing of any mineral, without any accountability to the other party.

8.     Nothing in this letter agreement shall be deemed to constitute either party, in its capacity as a party to the Joint Venture, the partner, agent or legal representative of any other party to the Joint Venture or to create any fiduciary relationship between them, for any purpose whatsoever.

9.If the Option Agreement is terminated prior to formation of the Joint Venture: Patriot shall have one (1) year to remove all of its equipment from the 209 Claims and shall do so if requested by Rodinia.

10.Rodinia will have access to the Lake Property and the 209 Claims (in the aggregate referred to as the ^"Property") at all reasonable times, at its own risk, provided it has given reasonable advance notice of any proposed access to Patriot.. Rodonia shall in exercising such access comply with Patriot's standard safety procedures. Rodonia will also have access to the dri11 core, and once prepared and reviewed by Patriot, assay results in respect of the Property.

11.Each party may sell, transfer, assign and convey this letter agreement, benefits and privileges thereunder, to an affiliate of such party, provided such party delivers to the other party

notice of such assignment and provided that before such affiliate ceases to be an affiliate of such party, the interest assigned must be assigned back to such party.

12.Except as provided in section 11, neither party shall sell, assign, transfer or otherwise dispose of any part of its interest in the either property, except with the consent in writing of the other party first had and obtained.

13.Any dispute, controversy or claim arising out of or relating to this letter agreement, or the breach, termination or invalidity of same shall be settled by arbitration in accordance with the Arbitration Rules of Arbitration Centre of British Columbia in effect on the date of signing of this agreement. The place of arbitration shall be Vancouver, Canada .

14.For purposes of this letter agreement:the term "affiliate" shall mean, as to any party, any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by or is under common control with that party, and for the purposes of this definition "control" means possession, directly or indirectly, of the power to direct or cause the direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;

15.No party shall be liable to any other party hereto and no party shall be deemed in default hereunder for any failure to perform or delay in performing any of its covenants and agreements caused by or arising out of any event (a "force majeure event") beyond the reasonable control of such party, excluding lack of funds but including, without limitation, lack of rights or permission by indigenous peoples groups to enter upon the Property to conduct exploration, development and mining operations thereon, or war conditions, actual or potential, earthquake, fire, storm, flood, explosion, strike, labour trouble, accident, riot, unavoidable casualty, act of restraint, present or future, of any lawful authority, act of God, protest or demonstrations by environmental lobbyists or indigenous peoples groups, act of the public enemy, delays in transportation, breakdown of machinery, inability to obtain necessary materials in the open market or unavailability of equipment. No right of a party shall be affected for failure or delay of a party to perform any of its covenants and agreements hereunder if the failure or delay is caused by one of the events referred to above. All times provided for in this letter agreement shall be extended for the period commensurate with the period of delay and, so far as possible, the party affected shall take all reasonable steps to remedy the cause of the delay attributable to the events referred to above; provided, however, that nothing contained in this section shall require any party to settle any labour dispute, protest or demonstration, or to question or test the validity of any governmental order, regulation, or law or claim of right by indigenous peoples groups. The party affected shall give notice to the other party of the commencement and termination of each period of force majeure.

16.This letter agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

17.Each party hereto shall promptly do and provide all acts and things and shall promptly execute and deliver such deeds, bills of sale, assignments, endorsements and instruments and

evidences of transfer and other documents and shall give further assurances as sha11 be necessary or appropriate in connection with the performance of this letter agreement.

Accepted and agreed to this, 2nd day of Nov, 2005.

RODINIA MINERALS IC.

Per:

Authorized Signatory

PATRIOT POWER CORP

Per:

Authorized Signatory

EX-10.2

PATRIOT POWER CORP.

502 East John St.

Carson City, NV 89706

LETTER AGREEMENT

November 2, 2005

MAGGIE-MAY MINERALS, INC.

630 E. Plumb Lane

Reno, Nevada

895021

Facsimile: (775) 323-3699

Attention: Clive Ashworth

Dear Sirs:

Re:Option to Acquire a 100% Interest in 21 Unpatented Lode Mining Claims

Located in Gila county, Arizona, U.S.A.

This Letter Agreement shall set forth an offer from Patriot Power Corp. (sometimes referred to herein as "Optionee") which, when accepted by Maggie-May Minerals Inc. (sometimes referred to herein as "Optionor"), shall form a binding agreement between Optionee and Optionor, subject only to incorporation and expansion of the terms hereof into a more formal agreement (the "Option Agreement") to be negotiated in good faith and executed within 180 days of the date of execution of this Letter Agreement, pending which, this Letter Agreement shall prevail. In the event the Option Agreement is not executed by the Optionee within 180 days of the date of execution of this Letter agreement, the Letter Agreement may be terminated at the option of the Optionor.

For all purposes of this Letter Agreement and the Option Agreement, "Underlying Vendors" means the vendors to Optionor of the "Claims" (as defined below), namely Floyd Bleak and John Rud, and "Underlying Agreement" means the purchase and royalty agreement dated September 16, 2005 between the Underlying Vendors, as seller, and Optionor, as purchaser, more particularly described in Schedule "B" attached hereto, providing for the sale of the Claims, subject to the reservation by the Underlying Vendors of a 1% Yellow Cake royalty (the "Underlying Royalty"), to Optionor for: (i) US$1,000,000, payable, as to US$300,000 on the date all requisite permits are issued to drill at least four confirmation holes on the Claims (the "Permitting Approval Date" or "PAD"), as to an additional US$300,000 six months after the PAD and, as to an additional US$400,000 twelve months after the PAD; and (ii) two year non-transferable share purchase warrants ("Warrants") entitling the Underlying Vendors to purchase up to 1,000,000 shares of a public company ("Pubco") at an exercise price equal to the greater of the closing price per share of Pubco’s shares on the day prior to the announcement of the Transaction (as defined in the Underlying Agreement) or the price of any concurrent financing completed by Pubco, which Warrants will be exercisable at any time until the date that is two years after the date of closing of the Transaction.

1.This Letter Agreement is entered into on the basis of representations made by Optionor as follows:

(a) Optionor has a valid and legally binding right to acquire from the Underlying Vendors, on the terms provided for in the Underlying Agreement, an undivided 100% right, title and interest in and to the 21 unpatented lode mining claims more particularly described in Schedule "A" attached hereto (collectively the "Claims") subject only to the Underlying Royalty;

(b) each of the Claims is in good standing until at least September 1, 2006 and is free and clear of all liens, charges, encumbrances and rights of others;

(c) Optionor has full right, power and authority in respect of the Claims to enter into this Letter Agreement and to grant the option herein contemplated and has not done anything that, nor failed to do anything where such failure, might impair the Claims or any one or more of them;

(d) except for the Underlying Agreement, there are no outstanding agreements or options to acquire or purchase the Claims or any part or parts thereof or any interest therein and, except for the Underlying Royalty, no person has any royalty or other interest whatsoever in the Claims; and

(e) Optionor represents that all available data (both relating to exploration and the interpretive results of exploration) and sampling relating to the Claims in the possession of or controlled by the Optionor has been delivered to the Optionee.

2.This Letter Agreement is entered into on the basis of representations made by Optionee as follows:

(a) the authorized capital of the Optionee consists of 75,000,000 common shares, of which 20,000,000 common shares are issued and outstanding as fully paid and non-assessable, and there are no outstanding warrants, options or other right to acquire shares of the Optionee; and

(b) the Optionee has full right, power and authority to enter into this Letter Agreement.

3.The Option Agreement shall embody the terms of this Letter Agreement and other representations, warranties, terms and conditions generally accepted in the industry and specifically dealing with historical compliance with applicable law and environmental matters in respect of the Claims.

4.For US$10,000 and other good and valuable consideration paid by Optionee to Optionor, the receipt and sufficiency of which are hereby expressly acknowledged by Optionor, Optionor hereby gives and grants to Optionee the sole and exclusive irrevocable right and option (the "Option") to acquire, free of all liens, charges, encumbrances, claims or rights of others, an undivided 100% right, title and interest in and to the Claims, subject only to the Underlying Royalty, the "Royalty" reserved by Optionor under Section 5 hereof and the "Additional Royalty" reserved by Optionor under Section 6 hereof, exercisable by:

(a) assuming the Optionor's obligations under the Underlying Agreement, including making the payments and issuing the Warrants to the Underlying Vendors provided for in the Underlying Agreement;

(b) paying US$22,000 to the USDA Forest Service in regards to a reclamation bond within 2 business days of receipt of notice from the Optionor;

(c)paying to Optionor an aggregate US$290,000, as follows:

(i) US$40,000 on the earlier of PAD and the date that is 60 days after the date of execution of this Letter Agreement; and

(ii) US$50,000 on each of the PAD, the sixth month anniversary of the PAD and the second, third and fourth year anniversaries of the PAD;

(d) issuing to Optionor 2,500,000 common shares in the capital stock of the Optionee, within 2 business days of PAD; and

(e) expending or incurring expenses, directly or indirectly, in connection with the maintenance, exploration, development or equipping of any one or more of the Claims for commercial production, of not less than an aggregate US$3,500,000 on or before the fourth anniversary of the PAD, as follows:

(i) not less than an aggregate US$500,000 by the first year anniversary of the PAD;

(ii)            not less than an aggregate US$1,000,000 by the second year anniversary of the PAD;

(iii) not less than an aggregate US$2,000,000 by the third year anniversary of the PAD; and

(iv) not less than an aggregate US$3,500,000 by the fourth year anniversary of the PAD.

5.As additional consideration, Optionee acknowledges and agrees that Optionor has reserved until itself, and that Optionee’s interest in the Claims shall, on commencement of commercial production, be subject to, a 2% Yellow Cake royalty as more particularly described in Schedule "C" attached hereto (the "Royalty") which is separate and apart from the Underlying Royalty.

6.The Royalty granted herein shall be subject to the right of the Optionor to include any additional claims within ten (10) miles of the outer boundaries of the Claims acquired by the Optionee or any assignee of Optionee of the Claims wherein a 3% Yellow Cake royalty, on the same terms as the Royalty described above, will be payable to the Optionor in respect of all Yellow Cake or other minerals produced from such additional claims ("the Additional Royalty") provided the Optionor shall have given prior written notice to include such additional claims. Any mining claims located by the Optionee within ten (10) miles of the exterior boundaries of the Claims shall be subject to the terms of this Letter Agreement.

7.The Royalty and the Additional Royalty granted herein shall be subject to the following advance royalty payments (which shall be deducted from the payment of the Royalty and the Additional Royalty described above) to the Optionor on following anniversary dates of the PAD:

(a)US$100,000.00 due on the fourth year anniversary;

(b)US$150,000.00 due on the fifth anniversary; and

(c)US$200,000.00 due on each anniversary thereafter.

8.For a period of two years from the date of execution of this Letter Agreement:

(a) The Optionee hereby grants to the Optionor the right to purchase equity securities of the Optionee or securities convertible into equity securities of the Optionee (such equity securities and securities convertible into equity securities being referred to as "Securities") from time to time, in the circumstances and manner set out below.

(b) If the Optionee intends to allot any Securities (for any purpose including raising working capital generally or to cover its share of program costs in respect of a mineral property by whatever instrument it may be held and any interest, contractual right or other right to acquire an interest therein (a "Property")), except for the Financing (defined below), it shall offer to sell, free of fees, brokerage or commissions, 10% of the Securities to the Optionor on the same terms and subject to the same conditions as available to other parties. The Optionor may determine to acquire all or part of the offered Securities by notice in writing within 15 days after notice in writing from the Optionee, failing which the Optionor shall be deemed to have waived its right to acquire all or a part of such Securities.

9.Subject to the prior written consent of the Optionor, with such consent not to be unreasonably withheld, for a period of two years from the date of execution of this Letter Agreement, the Optionee shall not acquire a Property for consideration that includes securities of the Optionee.

10.In the event the Claims are transferred to the Optionor pursuant to section 3(f) of the Underlying Agreement, the Optionor shall immediately deposit transfer documents in favour of the Optionee in escrow pending exercise of the Option.

11. (a) The Optionee shall have completed a financing (the "Financing") on or by January 1, 2006 consisting of up to 4,000,000 common shares of the Optionee at a minimum price of US$0.50 per share by way of an equity private placement to raise gross proceeds of a minimum of US$2,000,000.

(b) The Optionee's common shares shall be quoted on the OTC Bulletin Board or the pink sheets (the "Listing") on or by January 1, 2006.

(c) In the event either the Financing or the Listing, or both, does not occur on or by January 1, 2006, then the Letter Agreement shall be terminated.

12.Subject to the Optionor having the right to appoint an operator (the "Operator") on and in respect of the Claims for a period of one year from the date of execution of this Letter Agreement, the Optionee shall have the right to appoint an operator on and in respect of the Claims and may appoint itself as Operator, it being expressly acknowledged and agreed that any operatorship fees paid by Optionee to the Operator shall be included in the calculation of the amounts expended or to be expended by Optionee for purposes of subsection 4(e) of this Letter Agreement, provided that Optionor shall be entitled to reasonable access to the Claims until the Option is exercised.

13.In the event that this Letter Agreement is terminated or abandoned, the Optionee will:

(a) leave the Claims in good standing as at the effective date of termination, free and clear of all liens, charges, and encumbrances arising from operations by or on behalf of the Optionee, and in a safe and orderly condition and in a condition which is in compliance with all applicable laws including, without limitation, with respect to reclamation and rehabilitation and including the clean-up and removal of any hazardous waste from the Claims;

(b) deliver to the Optionor a full report on all work carried out by or on behalf of the Optionee on the Claims and all results relating thereto and any interpretations, models, or assessments in respect thereof, copies of all reports, studies, and assessments prepared by or on behalf of Optionee with respect to work on or for the benefit of the Claims not already provided to the Optionor, copies of all drill logs, assay results, maps, field notes, sections, and other technical or interpretive data generated or compiled by or on behalf of the Optionee with respect to the Claims and work thereon hereunder, and will make available for delivery to Optionor, at the place of storage, all available samples, drill chips, core and cuttings, sample rejects and pulps, and any other physical material removed by or for the Optionee from the Claims;

(c) comply with all obligations and make all payments accrued (including any taxes or similar payments) as of the date of termination with respect to the Claims;

(d) comply with all obligations and make all payments accrued as of the date of termination with respect to this Letter Agreement; and

(e) unless otherwise specified by the Optionor, remove from the Claims, within three (3) months of the effective date of termination, all machinery, equipment, supplies and facilities erected, installed, or brought upon the Property by or at the instance of the Optionee.

14.This Letter Agreement and the Option Agreement provide for an option only and the making of any payments, the issuance of any securities or the expending of any funds by Optionee under this Letter Agreement or the Option Agreement will not obligate Optionee to make any further or other payments, issue any further or other securities or expend any further or other funds.

15.Except for the grant by the Optionee to Rodinia Minerals Inc. of a right and option to acquire up to a 40% undivided interest in the Claims (subject to the Underlying Royalty, Royalty and the Additional Royalty), the Optionee’s interest in this Letter Agreement, the Option Agreement and the Claims is not assignable, in whole or in part, without the prior written consent of the Optionor. The Optionor’s interest therein is not assignable.

16.The Optionor agrees to indemnify and save harmless the Optionee from and against all suits, claims, demands, losses and expenses that directly arise from the Optionor’s activities on the Claims. The Optionee hereby reciprocally indemnify and save harmless the Optionor from and against all suits, claims, demands, losses and expenses that directly arise from the Optionee’s activities on the Claims.

17.The parties agree that any notice required or permitted to be given or delivery required to be made to any party may be effectively given or delivered if it is delivered personally or by telecopy at the addresses or telephone numbers set out above or to such other address or telephone number as the party entitled to or receiving such notice may notify the other party as provided for herein. Delivery shall be deemed to have been received:

(a)the same day if given by personal service or if transmitted by fax; and

(b) the fifth business day next following the day of posting if sent by regular post.

18.This Letter Agreement and the Option Agreement shall be interpreted in accordance with the laws of the Province of British Columbia except as to matters relating to title to the Claims which shall be interpreted in accordance with the laws of the jurisdiction in which the Claims are located, and shall enure to the benefit of and be binding upon Optionor and Optionee and their respective successors and permitted assigns and Optionor and Optionee hereby irrevocably attorn to the exclusive jurisdiction of the courts in the Province of British Columbia.

19.This Letter Agreement constitutes the entire agreement between the parties and supersedes all prior letters of intent, agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied. The recitals and schedules form a part of and are incorporated by reference into this Letter Agreement.

20.No modification or amendment to this Letter Agreement may be made unless agreed to by the parties thereto in writing.

21.If any provision of this Letter Agreement will be deemed invalid or void, in whole or in part, by any court of competent jurisdiction, the remaining terms and provisions will remain in full force and effect.

22.Time is of the essence.

23.Optionor and Optionee agree to execute such further and other deeds and documents, including, without limitation, the Option Agreement, and to give such further and other assurances as may be necessary to fully implement this Letter Agreement.

If the foregoing accurately sets forth your understanding of our agreement, kindly sign this Letter Agreement where indicated below, which will then form a binding agreement between us, subject only to the terms and conditions aforesaid. This Letter Agreement must be fully executed by the parties by the close of business on November 3, 2005.

Yours very truly,

PATRIOT POWER CORP.

Per:s/ “Ronald J. Atlas”

Authorized Signatory

The terms of this Letter Agreement are hereby acknowledged and accepted this 3rd day of November , 2005.

MAGGIE-MAY MINERALS, INC.

Per:s/ “Clive Ashworth”

 Authorized Signatory

SCHEDULE "A"

Description of Claims

Name of Claim	BLM #Numbers	Expiry Date
ML #1	AMC 343496	September 1, 2006
ML #2	AMC 343497	September 1, 2006
ML #3	AMC 343498	September 1, 2006
ML #4	AMC 343499	September 1, 2006
ML #5	AMC 343500	September 1, 2006
ML #6	AMC 343501	September 1, 2006
ML #7	AMC 343502	September 1, 2006
ML #8	AMC 343503	September 1, 2006
ML #9	AMC 343504	September 1, 2006
ML #11	AMC 343505	September 1, 2006
ML #12	AMC 343506	September 1, 2006
ML #13	AMC 343507	September 1, 2006
ML #14	AMC 343508	September 1, 2006
ML #15	AMC 343509	September 1, 2006
ML #16	AMC 343510	September 1, 2006
ML #17	AMC 343511	September 1, 2006
ML #18	AMC 343512	September 1, 2006
ML #19	AMC 343513	September 1, 2006
ML #20	AMC 366375	September 1, 2006
ML #21	AMC 366376	September 1, 2006
ML #22	AMC 366377	September 1, 2006

SCHEDULE "B"

Purchase and royalty agreement dated September 16, 2005

between the Underlying Vendors and Optionor

PURCHASE AND ROYALTY AGREEMENT

Between:

MAGGIE-MAY MINERALS, INC., a Nevada corporation, whose address is 630 E. Plumb Lane, Reno, Nevada, 895021, telephone number (775) 323-5282, facsimile number (775) 323-3699 (hereinafter, the “Purchaser”),

- and -

JOHN RUD, a single man, whose address is Suite 109, PMB 293, 3655 West Anthem Way, Anthem, Arizona, 85086, telephone number (623) 523-3501, facsimile number (623) 742-7016 and FLOYD BLEAK, a single man, whose address is 19935 East Sonoqui Blvd, Queen Creek, Arizona, 85242, telephone number (480) 888-2344, facsimile number (623) 742-7016 (hereinafter, each a “Vendor” and collectively, the “Vendors”)

WHEREAS the Vendors are the legal and beneficial owners of a 100% interest in those certain twenty-one (21) unpatented lode mining claims, located in Gila county, Arizona, set out in Schedule “A” hereto (the “Claims”), free and clear of all encumbrances, liens or charges;

AND WHEREAS the Purchaser wishes to purchase the Claims under the following conditions:

1.The Purchaser has agreed to pay to the Vendors an aggregate total of US $1,000,000.00 as follows:

(a) US $300,000.00 on the date all requisite permits are issued to the Purchaser, or its assign, to drill at least four confirmation holes on the Claims (the “Permitting Approval Date”) (US $150,000.00 to each Vendor);

(b) US $300,000.00 six months after the Permitting Approval Date (US $150,000.00 to each Vendor); and

(c) US $400,000.00 at the closing of the purchase of the Claims, to be held twelve months after the Permitting Approval Date (the “Closing” or the “Closing Date”) (US $200,000.00 to each Vendor).

2. If the Purchaser undergoes a reorganization by which it becomes a public company, a subsidiary of a public company or vends the Claims to a public company (a “Transaction”), none of which is represented or warranted herein, it shall cause the public company entity to grant, subject to receipt of all requisite regulatory approvals, a nontransferable right and option (the “Option”) to each Vendor to purchase 500,000 common shares in the capital stock of such public company, exercisable within a period of two (2) years from the date of the closing of any Transaction, at an exercise price (the “Exercise Price”) equal to the greater of (1) the closing price of the common shares of such public company on the day prior to the announcement of such Transaction or (2) the price of any concurrent financing completed by such public company and, upon exercise of the Option, the Option common shares shall only be subject to such resale restrictions as may be imposed by any securities regulatory authority or stock exchange having jurisdiction (the “Authority”). For greater certainty, no provision accelerating the exercise of the Option or imposing resale restrictions other than those imposed by such Authority shall be binding upon the Vendors. The Option shall be issued by the Purchaser or its assign to the Vendors within five business days of the date the Purchaser or its assign obtains, from such Authority, the required regulatory or stock exchange approval for a Transaction. The Option, and any common shares issued to the Vendors on the exercise of the Option shall have no par value.

3. The closing of the purchase of the Claims by the Purchaser shall take place at the Closing. The Vendors hereby and at the Closing represent and warrant that:

(a) they are, subject to the paramount rights of the United States, the owners of an undivided 100% legal and beneficial interest in and to the Claims;

(b) the Claims are free and clear of any encumbrances, liens or charges and neither they nor any of their predecessors in interest or title have done anything whereby the Claims may be encumbered;

(c) the Claims are in good standing under all applicable laws and regulations and all assessment work or claim maintenance fees required by applicable law has been performed and filed and all taxes have been paid;

(d) the Claims have been properly located and staked and recorded in compliance with the laws of the jurisdiction in which they are situated, and that there are no disputes over title to the Claims, except that no representation is made related to the existence of discovery of valuable mineral within the Claims;

(e) they have the right to enter into this Agreement and to dispose of 100% of their right, title and interest in and to the Claims to the Purchaser;

(f) upon the payment of all the amounts specified in paragraph 1 above, the Vendors shall execute and deliver a quit claim deed or such other documents as the Purchaser may reasonably require transferring 100% of their right, title and interest in and to the Claims to the Purchaser subject to a reservation of a royalty, which deed and royalty shall be in the form of the Quitclaim Deed and Reservation of Royalty attached hereto as Appendix A. Purchaser shall record the Quitclaim Deed in the official records of Gila County immediately after Closing and shall also file a copy thereof with the Arizona State Office of the Bureau of Land Management as a Notice of Transfer of Interest not more than 60 days after Closing, and

(g) to the knowledge of the Vendors there are no outstanding agreements or options to acquire or purchase the Claims or any portion thereof or interest therein and no person holds any royalty or interest whatsoever in production or profits from the Claims or any portion thereof.

The representations and warranties herein shall apply to all assignments, conveyances, transfers and documents delivered in connection with this Purchase and Royalty Agreement and there shall be no merger of any representations and warranties in such assignments, conveyances, transfers and documents notwithstanding any rule of law, equity or statute to the contrary and all such rules are hereby waived. The Purchaser shall have the right to waive any representation and warranty made by the Vendors in the Purchaser’s favour without prejudice to any of its recourses with respect to any other breach by the Vendor. All of the representations and warranties contained in this Agreement shall survive the closing of this transaction.

4. The Purchaser agrees to indemnify and save harmless the Vendors from and against all suits, claims, demands, losses and expenses that directly arise from the Purchaser’s activities on the Claims. The Vendors hereby reciprocally indemnify and save harmless the Purchaser from and against all suits, claims, demands, losses and expenses that directly arise from the Vendors’ activities on the Claims.

5. The Vendors represent that all available data (both relating to exploration and the interpretive results of exploration) and sampling relating to the Claims in the possession of or controlled by the Vendors has been delivered to the Purchaser. Vendors represent that to the best of their knowledge and belief the data is accurate and the interpretation made in good faith.

6. This Purchase and Royalty Agreement will be binding after execution of this document. The parties may enter into a more formal purchase agreement, but until the formal agreement is signed, the parties will be bound by the terms of this Purchase and Royalty Agreement.

7.The parties further agree that:

(a) Each of the parties hereby covenants and agrees to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Purchase and Royalty Agreement.

(b) The representations, warranties and covenants in this Purchase and Royalty Agreement will survive any closing or advance of funds and, notwithstanding such closing or advances, will continue in full force and effect.

(c) Any notice required or permitted to be given or delivery required to be made to any party may be effectively given or delivered if it is delivered personally or by telecopy at the addresses or telephone numbers set out above or to such other address or telephone number as the party entitled to or receiving such notice may notify the other party as provided for herein. Delivery shall be deemed to have been received:

(i) the same day if given by personal service or if transmitted by fax; and

(ii) the fifth business day next following the day of posting if sent by regular post.

(d) This Purchase and Royalty Agreement will be governed by and be construed in accordance with the laws of the State of Arizona and applicable laws of the United States concerning unpatented mining claims. Any disputes between the parties shall be settled by arbitration under the terms of the Arbitration Provisions appended hereto as Appendix B.

(e) This Purchase and Royalty Agreement will be binding upon and enure to the benefit of the parties hereto and their respective heirs and executors and successors and assigns as the case may be.

(f) This Purchase and Royalty Agreement constitutes the entire agreement between the parties and supersedes all prior letters of intent, agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied. The recitals and appendices form a part of and are incorporated by reference into this Purchase and Royalty Agreement.

(g) No modification or amendment to this Purchase and Royalty Agreement may be made unless agreed to by the parties thereto in writing.

(h) If any provision of this Purchase and Royalty Agreement will be deemed invalid or void, in whole or in part, by any court of competent jurisdiction, the remaining terms and provisions will remain in full force and effect.

(i) Time is of the essence.

(j) This Purchase and Royalty Agreement may be executed in any number of counterparts with the same effect as if all parties to this Purchase and Royalty Agreement had signed the same document and all counterparts will be construed together and will constitute one and the same instrument and any facsimile signature shall be taken as an original.

Dated this 16th day of September, 2005.

PURCHASER:
MAGGIE-MAY MINERALS, INC.
By:	/s/ “Clive Ashworth”
	Authorized Signatory

VENDORS:
	/s/ “John Rud”
	John Rud

/s/ “Floyd Bleak”

Floyd Bleak

Title 

Schedule “A”

Description of Claims

Name of Claim	BLM #Numbers	Expiry Date
ML #1	AMC 343496	September 1, 2006
ML #2	AMC 343497	September 1, 2006
ML #3	AMC 343498	September 1, 2006
ML #4	AMC 343499	September 1, 2006
ML #5	AMC 343500	September 1, 2006
ML #6	AMC 343501	September 1, 2006
ML #7	AMC 343502	September 1, 2006
ML #8	AMC 343503	September 1, 2006
ML #9	AMC 343504	September 1, 2006
ML #11	AMC 343505	September 1, 2006
ML #12	AMC 343506	September 1, 2006
ML #13	AMC 343507	September 1, 2006
ML #14	AMC 343508	September 1, 2006
ML #15	AMC 343509	September 1, 2006
ML #16	AMC 343510	September 1, 2006
ML #17	AMC 343511	September 1, 2006
ML #18	AMC 343512	September 1, 2006
ML #19	AMC 343513	September 1, 2006
ML #20	AMC 366375	September 1, 2006
ML #21	AMC 366376	September 1, 2006
ML #22	AMC 366377	September 1, 2006

APPENDIX A

After recording, return to:

Dawn G. Meidinger

Fennemore Craig

Suite 2600

3003 North Central Avenue

Phoenix, AZ 85012-2913

QUITCLAIM DEED

AND RESERVATION OF ROYALTY INTEREST

FOR AND IN CONSIDERATION of royalties reserved hereunder and the promises made under the terms of that certain Purchase and Royalty Agreement made and entered into as of the 16th day of September, 2005 (the "Effective Date"), JOHN RUD, a single man, whose address is Suite 109, PMB 293, 3655 West Anthem Way, Anthem, Arizona, 85086, and FLOYD BLEAK, a single man, whose address is 19935 East Sonoqui Blvd, Queen Creek, Arizona, 85242 ("Grantors"), do hereby quitclaim unto MAGGIE-MAY MINERALS, INC., a Nevada corporation, whose address is 630 E. Plumb Lane, Reno, Nevada, 895021 ("Grantee"), all of their right, title and interest in and to the following unpatented lode mining claims located in Gila County, Arizona (the "Claims"), the location notices of which are of record in the official records of Gila County and in the Arizona State Office of the Bureau of Land Management as follows:

Name of Claim	Gila County Recording	BLM Serial Number
ML #1	Docket 2004-014452	AMC 343496
ML #2	Docket 2004-014453	AMC 343497
ML #3	Docket 2004-014454	AMC 343498
ML #4	Docket 2004-014455	AMC 343499
ML #5	Docket 2004-014456	AMC 343500
ML #6	Docket 2004-014457	AMC 343501
ML #7	Docket 2004-014458	AMC 343502
ML #8	Docket 2004-014459	AMC 343503
ML #9	Docket 2004-014460	AMC 343504
ML #11	Docket 2004-014461	AMC 343505
ML #12	Docket 2004-014462	AMC 343506
ML #13	Docket 2004-014463	AMC 343507
ML #14	Docket 2004-014464	AMC 343508
ML #15	Docket 2004-014465	AMC 343509
ML #16	Docket 2004-014466	AMC 343510
ML #17	Docket 2004-014467	AMC 343511
ML #18	Docket 2004-014468	AMC 343512
ML #19	Docket 2004-025569	AMC 343513
ML #20	Docket 2005-012879	AMC 366375
ML #21	Docket 2005-012878	AMC 366376
ML #22	Docket 2005-012877	AMC 366377

-1-

EXCEPTING AND RESERVING UNTO THE GRANTORS, a royalty (the "Royalty") equal to one percent (1%) of the proceeds from the sale or other disposition of all uranium oxide (commonly called "Yellow Cake"), received from any purchaser of any Yellow Cake derived from the ore mined from the Claims after deducting therefrom all charges and penalties (imposed by the purchaser) and the cost of transportation to any processing facility after creation of Yellow Cake, insurance premiums, sampling and assaying charges incurred after the Yellow Cake concentrates have left the concentrator and all appropriate sales taxes. If minerals other than uranium oxide are mined and sold from the Claims, the Royalty provided herein shall likewise apply to such minerals and shall be calculated as set forth above based on payment received from a purchaser after the creation of a concentrate or otherwise marketable product. In no case shall the cost of mining, transportation or concentrating costs prior to the creation of the first marketable produced be deducted from the selling price in the calculation of Royalty. If any portion of the Yellow Cake or other minerals extracted and derived from the ore mined from the Claims are sold to a purchaser owned or controlled by the Grantee or treated by a facility owned or controlled by Grantee, the actual proceeds received shall be deemed to be an amount equal to what could be obtained from a purchaser or facility not so owned or controlled by the Grantee after deducting therefrom a charge equal to the transportation cost which would have been incurred had the material been transported to such third party.

The Royalty reserved herein shall be subject to the following:

1.Payment of Royalty

a.Frequency of Payment of Royalty. Payment of Royalty hereunder shall be due and payable within thirty (30) business days after the sale proceeds are received from any purchaser of Yellow Cake or other minerals mined from the Claims.

b.Method of Making Payments. All payments required hereunder may be mailed or delivered to any single depository as Grantors may instruct. The Grantee will have no responsibility as to the division of the Royalty payments among parties constituting the Grantors and if the Grantee makes a payment or payments on account of the Royalty in accordance with the provisions of this instrument, it will have no further responsibility for distribution of the Royalty. All charges of the agent, trustee or depository will be borne solely by the parties receiving payments of Royalty. The delivery or the deposit in the mail of any payment hereunder on or before the due date thereof shall be deemed timely payment hereunder.

2. Records and Reports

a.Records, Inspection and Audit. Within ninety (90) days following the end of each calendar, commencing with the year in which the claims are brought into commercial production (not inclusive of any bulk sampling programs), the Grantee shall deliver to Grantors a statement of the Royalty paid for said calendar year. The Grantors shall have the right within a period of three (3) months from receipt of such statements to inspect the Grantee's books and records relating thereto and to conduct an independent audit of such books and records at its own cost and expense.

b.Objections. If Grantors do not request an inspection of Grantee’s books and records during the three-month period referred to in the preceding paragraph, all payments of Royalty for the annual period will be considered final and in full satisfaction of all obligations of the Grantee with respect thereto. If Grantors dispute any calculation of Royalty, Grantors shall deliver to the Grantee a written notice (the “Objection Notice”) describing and setting forth a specific objection within sixty (60) days after receipt by the Grantors of the final statement. If such audit determines that there has been a deficiency or an excess in the payment made to the Grantors, such deficiency or excess will be resolved by adjusting the next payment due hereunder. The Grantors will pay all the costs and expenses of such audit unless a deficiency of five (5%) percent or more of the amount due is determined to exist. The Grantee will pay the costs and expenses of such audit if a deficiency of five (5%) percent or more of the amount due is determined to exist. All books and records used and kept by the Grantee to calculate the Royalty due hereunder will be kept in accordance with generally accepted accounting principles.

-2-

c.Evidence of Maintenance of the Claims. Grantee shall deliver to Grantors, not later than the date two weeks prior to the date for the payment of annual claim maintenance fees (currently September 1), evidence that the fee has been timely paid, and shall thereafter, prior to December 1 of each year, deliver to Grantors a copy of a "Notice of Intent to Hold" for the Claims as recorded in the official records of Gila County.

3. Inurement

The Royalty reserved herein shall run with the land and be binding on all subsequent owners of the Claims, including any amendments, relocations, patents of the same or additional or alternative rights to mine as may be conferred by any changes in the mineral laws of the United States.

4.Notices

All notices required or permitted to be given hereunder shall be given in writing and shall be sent by the parties by registered or certified mail, telex, facsimile transmission or by express delivery service to the address set forth in the identification of the parties in the headings of this Quitclaim Deed or to such other address as either party may later designate by like notice to the other. All notices required or permitted to be given hereunder shall be deemed to have been given upon the earliest of (1) actual receipt, (2) acknowledgment in any form of receipt of telex or facsimile transmission, (3) the business day next following deposit with an express delivery service, properly addressed, or (4) seventy-two (72) hours after deposit with the U.S. Mails, properly addressed with postage prepaid.

5.Assignments by Grantor

Grantor may transfer, pledge, mortgage, charge or otherwise encumber all or any part of its right, title and interest in and to its Royalty reserved hereunder; provided, however, that Grantee shall be under no obligation to make its payments hereunder to such assignee, transferee, pledgee or other third party until Grantee's receipt of Notice concerning the assignment or transfer.

-3-

6.Interpretation

a.Governing Law; Venue. The provisions and interpretation of this Quitclaim Deed shall be governed by the laws of the State of Arizona without regard to conflicts of laws principles. Any dispute concerning this Quitclaim Deed shall be adjudicated in either the state or federal courts in and for the State of Arizona.

b.Invalidity of Provisions. If any term or other provision of this Quitclaim Deed is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Quitclaim Deed shall nevertheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Quitclaim Deed so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

IN WITNESS WHEREOF, the Grantor has executed and delivered this Quitclaim Deed and Reservation of Interest as of the Effective Date.

GRANTORS:
By:	/s/ “John Rud”
	John Rud

By:	/s/ “Floyd Bleak”
	Floyd Bleak

 The undersigned Grantee hereby accepts this Quitclaim Deed and the Reservation of Royalty Interest made therein.

GRANTEE:
MAGGIE-MAY MINERALS, INC.
By:	/s/ “Clive Ashworth”
	Authorized Signatory

-4-

STATE OF ARIZONA	)
	) ss.
County ofMaricopa	)

The foregoing instrument was acknowledged before me this 14th day of September , 2005, by JOHN RUD, a single man.

Lisa Sparks

Norary Public - Arizona

Maricopa County

My Commission Expires August 26, 2008

/s/ “Lisa Sparks”

Notary Public

STATE OF ARIZONA	)
	) ss.
County of Maricopa	)

The foregoing instrument was acknowledged before me this 14th day of September , 2005, by FLOYD BLEAK, a single man.

Lisa Sparks

Norary Public - Arizona

Maricopa County

My Commission Expires August 26, 2008

/s/ “Lisa Sparks”

Notary Public

PROVINCE OF BRITISH COLUMBIA	)
	) ss.
	)

The foregoing instrument was acknowledged before me this 16th day of September , 2005, by       E. Clive Ashworth    , the of MAGGIE-MAY MINERALS, INC., a Nevada corporation, for and on behalf of the corporation.

Louis P. Salley

Salley Bowes Harwardt LLP

Barrister and Solicitor

Suite 1750 - 1185 West Georgia St.

Vancouver, B.C. V6E 4E6

Tel: 604-688-0788 Fax: 604-688-0778

/s/ “Louis P. Salley”

Notary Public for British Columbia

-5-

APPENDIX B

ARBITRATION PROVISIONS

I.Purpose.

The following procedures and substantive matters shall be followed to resolve disputes arising under or relating to the Agreement, including but not limited to allegations that the Agreement has been terminated.

II.Definitions.

For purposes of these Arbitration Provisions capitalized words and phrases defined in the Agreement shall have the same meaning herein, unless otherwise defined in these Arbitration Provisions.

A. “Agreement” shall mean the agreement to which these Arbitration Provisions are appended.

B. “AAA” shall mean the American Arbitration Association.

C.“Arbitration Rules” shall mean the Commercial Arbitration Rules of the AAA.

D. “Agreement Date” shall mean the date stated as the date of the Agreement.

E. “Party” or “Parties” means a party to the Agreement who is a Claimant or Respondent.

F. “Claimant” shall have the meaning given in Section III.b of these Arbitration Provisions.

G. “Respondent” shall have the meaning given in Section III.b of these Arbitration Provisions.

III.Arbitration.

a.Resolution of Disputes. Any dispute, controversy or claim arising out of or relating to the Agreement or the subject matter of the Agreement, or the breach, termination, or invalidity of the Agreement, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the AAA in effect on the Agreement Date, except as otherwise provided herein.

b.Appointment of Arbitrator(s). There shall be one arbitrator appointed by the Parties. If the Parties fail to agree on a single arbitrator within 20 days after arbitration is initiated, there shall be three arbitrators, each of whom shall be disinterested in the dispute, controversy or claim and shall have no connection with any Party. The Party initiating arbitration (“Claimant”) and the Party named as respondent (“Respondent”) shall each name an arbitrator in the manner provided by the Commercial Arbitration Rules specified above. Such arbitrators shall, by their agreement, select the third arbitrator. Should the services of an appointment or administering authority be necessary, the appointment or administering authority shall be the AAA. If any Party entitled to name an arbitrator should abstain from doing so, the AAA shall appoint such arbitrator.

c.Procedure. The place of arbitration shall be in Phoenix, Arizona, unless otherwise agreed by the Parties. The arbitrator(s) shall apply the law as made applicable by the Agreement. Unless the procedure for discovery is otherwise agreed to by the Parties, the arbitrator or arbitrators, at the request of a Party, may establish rules for pre hearing discovery which shall comport with due process, expeditious determination of the issues and fairness. Unless otherwise agreed by the Parties, the depositions of no more than two witnesses on each side may be taken without the consent of the arbitrator(s). The Federal Rules of Civil Procedure shall govern all aspects of the depositions, including admissibility.

d.Award. If more than one arbitrator has been appointed, the decision in the arbitration shall be adopted by majority vote. The decision in the arbitration shall be rendered, unless otherwise agreed by the Parties, no later than 30 days after the date the hearings were closed. The decision of the arbitrator(s) shall be in writing, shall be signed at least by the arbitrators casting the majority vote or by the sole arbitrator, as the case may be, and shall be final and binding on the Parties. If the Parties settle the dispute in the course of arbitration, such settlement shall be approved by the arbitrator(s) on request of either Party and become the award.

-6-

SCHEDULE "C"

Royalty

Excepting and reserving unto the Optionor, a royalty (the "Royalty") equal to two percent (2%) of the proceeds from the sale or other disposition of all uranium oxide (commonly called "Yellow Cake"), received from any purchaser of any Yellow Cake derived from the ore mined from the Claims after deducting therefrom all charges and penalties (imposed by the purchaser) and the cost of transportation to any processing facility after creation of Yellow Cake, insurance premiums, sampling and assaying charges incurred after the Yellow Cake concentrates have left the concentrator and all appropriate sales taxes. If minerals other than uranium oxide are mined and sold from the Claims, the Royalty provided herein shall likewise apply to such minerals and shall be calculated as set forth above based on payment received from a purchaser after the creation of a concentrate or otherwise marketable product. In no case shall the cost of mining, transportation or concentrating costs prior to the creation of the first marketable produced be deducted from the selling price in the calculation of Royalty. If any portion of the Yellow Cake or other minerals extracted and derived from the ore mined from the Claims are sold to a purchaser owned or controlled by the Optionee or treated by a facility owned or controlled by the Optionee, the actual proceeds received shall be deemed to be an amount equal to what could be obtained from a purchaser or facility not so owned or controlled by the Optionee after deducting therefrom a charge equal to the transportation cost which would have been incurred had the material been transported to such third party.

The Royalty reserved herein shall be subject to the following:

1.Payment of Royalty

a.Frequency of Payment of Royalty. Payment of Royalty hereunder shall be due and payable within thirty (30) business days after the sale proceeds are received from any purchaser of Yellow Cake or other minerals mined from the Claims.

b.Method of Making Payments. All payments required hereunder may be mailed or delivered to any single depository as the Optionor may instruct. If the Optionee makes a payment or payments on account of the Royalty in accordance with the provisions of this instrument, it will have no further responsibility for distribution of the Royalty. All charges of the agent, trustee or depository will be borne solely by the parties receiving payments of Royalty. The delivery or the deposit in the mail of any payment hereunder on or before the due date thereof shall be deemed timely payment hereunder.

2.Records and Reports

a.Records, Inspection and Audit. Within ninety (90) days following the end of each calendar, commencing with the year in which the claims are brought into commercial production (not inclusive of any bulk sampling programs), the Optionee shall deliver to the Optionor a statement of the Royalty paid for said calendar year. The Optionor shall have the right within a period of three (3) months from receipt of such statements to inspect the Optionee's books and records relating thereto and to conduct an independent audit of such books and records at its own cost and expense.

b.Objections. If the Optionor does not request an inspection of Optionee’s books and records during the three-month period referred to in the preceding paragraph, all payments of Royalty for the annual period will be considered final and in full satisfaction of all obligations of the Optionee with respect thereto. If the Optionor disputes any calculation of Royalty, the Optionor shall deliver to the Optionee a written notice (the "Objection Notice") describing and setting forth a specific objection within sixty (60) days after receipt by the Optionor of the final statement. If such audit determines that there has been a deficiency or an excess in the payment made to the Optionor, such deficiency or excess will be resolved by adjusting the next payment due hereunder. The Optionor will pay all the costs and expenses of such audit unless a deficiency of five (5%) percent or more of the amount due is determined to exist. The Optionee will pay the costs and expenses of such audit if a deficiency of five (5%) percent or more of the amount due is determined to exist. All books and records used and kept by the Optionee to calculate the Royalty due hereunder will be kept in accordance with generally accepted accounting principles.

c.Evidence of Maintenance of the Claims. Optionee shall deliver to the Optionor, not later than the date two weeks prior to the date for the payment of annual claim maintenance fees (currently September 1), evidence that the fee has been timely paid.

3.Inurement

The Royalty reserved herein shall run with the land and be binding on all subsequent owners of the Claims, including any amendments, relocations, patents of the same or additional or alternative rights to mine as may be conferred by any changes in the mineral laws of the United States.

5.Assignments by Optionor

Optionor may transfer, pledge, mortgage, charge or otherwise encumber all or any part of its right, title and interest in and to its Royalty reserved hereunder; provided, however, that Optionee shall be under no obligation to make its payments hereunder to such assignee, transferee, pledgee or other third party until Optionee's receipt of Notice concerning the assignment or transfer.

-7-

PATRIOT POWER CORP.

502 East John St.

Carson City, NV 89706

AMENDING LETTER AGREEMENT

January 20, 2006

MAGGIE-MAY MINERALS, INC.

630 E. Plumb Lane

Reno, Nevada

895021

Facsimile: (775) 323-3699

Attention: Clive Ashworth, President

Dear Sirs:

Re: Letter Agreement

We refer to that certain letter agreement dated November 2, 2005 made between Patriot Power Corp. ("PPC") and Maggie-May Minerals, Inc. ("MMMI"), (the "Letter Agreement") in respect of the "Claims" (as that term is defined in the Letter Agreement) and to our mutual agreement to amend the Letter Agreement as hereinafter provided.

For valuable consideration, the receipt and sufficiency of which are expressly acknowledged by each of us, PPC and MMMI hereby agree as follows:

1.Section 11 of the Letter Agreement is hereby deleted in its entirety and the following is substituted therefore:

"11. (a) The Optionee shall have completed a financing (the "Financing") on or by March 1, 2006 consisting of up to 4,000,000 common shares of the Optionee at a minimum price of US$0.50 per share by way of an equity private placement to raise gross proceeds of a minimum of US$2,000,000.

(b) The Optionee's common shares shall be quoted on the OTC Bulletin Board or the pink sheets (the "Listing") on or by March 1, 2006.

(c) In the event either the Financing or the Listing, or both, does not occur on or by March 1, 2006, then the Letter Agreement may be terminated at the option of the Optionor."

2.The foregoing amendments to the Letter Agreement shall be deemed to be effective as of and from January 1, 2006.

3.Any terms and expressions used herein but not expressly defined herein shall have the same meanings as set out in the Letter Agreement.

4.Subject to the foregoing amendments to the Letter Agreement, the parties hereto hereby ratify and confirm the Letter Agreement and agree to be bound by the terms thereof as amended hereby.

Please indicate your agreement with the amendments to the Letter Agreement set forth herein by signing and returning this amending letter to the undersigned.

Yours sincerely,

PATRIOT POWER CORP.

Per: /s/ “Ronald Atlas”

Authorized Signatory

Per:   /s/ 

ACKNOWLEDGED AND ACCEPTED

BY MAGGIE-MAY MINERALS, INC.

this 21st day of February , 2006.

Per: s/ “E. Clive Ashworth”

E. Clive Ashworth

PATRIOT POWER CORP.

300 - East Industrial Lane

Wheeling, Illinois, 60090

Tel: (847) 537-3800

Fax: (847) 537-9904

SECOND AMENDING LETTER AGREEMENT

May 23, 2006

MAGGIE-MAY MINERALS, INC.

630 E. Plumb Lane

Reno, Nevada

89502

Facsimile: (775) 323-3699

Attention: Clive Ashworth, President

Dear Sirs:

Re: Letter Agreement

Patriot Power Corp. ("PPC") acknowledges receipt of the letter dated February 21, 2006 from Maggie-May Minerals, Inc. ("MMMI") (the "Notice Letter") regarding notice to PPC to include the additional 312 unpatented lode mining claims more particularly described in the Notice Letter.

We refer to that certain letter agreement dated November 2, 2005, as amended by an amending letter agreement dated January 20, 2006, made between PPC and MMMI, (the "Letter Agreement") in respect of the "Claims" (as that term is defined in the Letter Agreement) and to our mutual agreement to amend the Letter Agreement as hereinafter provided.

For valuable consideration, the receipt and sufficiency of which are expressly acknowledged by each of us, PPC and MMMI hereby agree as follows:

1.Subsection 4(c) of the Letter Agreement is hereby deleted in its entirety and the following is substituted therefore:

"(c) paying to Optionor an aggregate US$290,000 and CAD$3,969.20, as follows:

(i) US$40,000 on the earlier of PAD and the date that is 60 days after the date of execution of this Letter Agreement;

(ii) US$50,000 on each of the PAD, the sixth month anniversary of the PAD and the second, third and fourth year anniversaries of the PAD; and

(iii) CAD$3,969.20 on May 23, 2006;"

2.Section 11 of the Letter Agreement is hereby deleted in its entirety and the following is substituted therefore:

"11. (a) The Optionee shall have completed a financing (the "Financing") on or by September 1, 2006 consisting of up to 3,555,000 common shares of the Optionee at a minimum price of US$0.50 per share by way of an equity private placement to raise gross proceeds of a minimum of US$1,777,500.

(b) The Optionee's common shares shall be quoted on the OTC Bulletin Board or the pink sheets (the "Listing") on or by September 1, 2006. For greater certainty, in the event the Optionee's interest in this Letter Agreement, the Option Agreement and the Claims is assigned by the Optionee, Patriot Power Corp. agrees that Patriot Power Corp.'s common shares shall be quoted on the OTC Bulletin Board or the pink sheets on or by September 1, 2006

(c) In the event either the Financing or the Listing, or both, does not occur on or by September 1, 2006, then the Letter Agreement may be terminated at the option of the Optionor."

3.The foregoing amendments to the Letter Agreement shall be deemed to be effective as of and from February 28, 2006.

4.Any terms and expressions used herein but not expressly defined herein shall have the same meanings as set out in the Letter Agreement.

5.Subject to the foregoing amendments to the Letter Agreement, the parties hereto hereby ratify and confirm the Letter Agreement and agree to be bound by the terms thereof as amended hereby.

Please indicate your agreement with the amendments to the Letter Agreement set forth herein by signing and returning this amending letter to the undersigned.

Yours sincerely,

 

PATRIOT POWER CORP.

Per :/s/ “Ronald J. Atlas”

Name: Ronald J. Atlas

Title: President

ACKNOWLEDGED AND ACCEPTED

BY MAGGIE-MAY MINERALS, INC.

this day of , 2006.

Per: s/ “E. Clive Ashworth”

 E. Clive Ashworth

Patriot Power Corp.

300 - East Industrial Lane

Wheeling, Illinois, 60090

Tel: (847) 537-3800

Fax: (847) 537-9904

THIRD AMENDING LETTER AGREEMENT

March 1, 2007

MAGGIE-MAY MINERALS, INC.

630 E. Plumb Lane

Reno, Nevada

89502

Facsimile: (775) 323 - 3699

Attention: E. Clive Ashworth, President

Dear Sirs:

Re: Letter Agreement

We refer to that certain letter agreement dated November 2, 2005, as amended by an amending letter agreement dated January 20, 2006 and by a second amending letter agreement dated May 23, 2006, made between Patriot Power Corp. (“PPC”) and Maggie-May Minerals, Inc. (“MMMI”), (the “Letter Agreement”) in respect of the “Claims” (as that term is defined in the Letter Agreement) and to our mutual agreement to amend the Letter Agreement as hereinafter provided.

For valuable consideration, the receipt and sufficiency of which are expressly acknowledged by each of us, PPC and MMMI hereby agree as follows:

1.Section 11 of the Letter Agreement is hereby deleted in its entirety and the following is substituted therefore:

“11.(a)The Optionee’s common shares shall be publicly traded (the “Listing”) on or before November 1, 2007. For greater certainty, in the event the Optionee’s interest in this Letter Agreement, the Option Agreement and the Claims is assigned by the Optionee, Patriot Power Corp. agrees that Patriot Power Corp.’s common shares shall be publicly traded on or before November 1, 2007.

(b)   In the event the Listing does not occur on or before November 1, 2007, then the Optionee shall pay the Optionor US$500,000.”

2.The foregoing amendments to the Letter Agreement shall be deemed to be effective as of and from February 28, 2006.

3.Any terms and expressions used herein but not expressly defined herein shall have the same meanings as set out in the Letter Agreement.

4.Subject to the foregoing amendments to the Letter Agreement, the parties hereto hereby ratify and confirm the Letter Agreement and agree to be bound to the terms thereof as amended hereby.

Please indicate your agreement with the amendments to the Letter Agreement set forth herein by signing and returning this amending letter to the undersigned.

Yours Sincerely,

PATRIOT POWER CORP.

Per: /s/ Ron J. Atlas

Name:Ron Atlas

Title:President

ACKNOWLEDGED AND ACCEPTED

BY MAGGIE-MAY MINERALS, INC.

Thisday of March, 2007.

Per:/S/ E. Clive Ashworth

E. Clive Ashworth, President

EX-10.3

LOAN AGREEMENT

THIS LOAN AGREEMENT is made as of the 23^`d day of November, 2005.

BETWEEN:

RODINIA MINERALS INC., a body corporate, having an office located at Suite 600, 595 Howe Street, in the City of Vancouver, in the Province of British Columbia, V6C 2T5

   (the "Lender")

OF THE FIRST PART AND:

PATRIOT POWER CORP., a body corporate, having an office located at 502 East John Street, Carson City, Nevada, 89706

(the "Borrower")

OF THE SECOND PART

WHEREAS the Borrower is party to the Letter Agreement dated November 2, 2005 with Maggie-May Minerals, Inc. ("Maggie-May") attached hereto as Exhibit I (the "Letter Agreement") pursuant to the terms of which the Borrower can exercise the Option (as that term is defined in the Letter Agreement) by,inter alia, making the payments, issuing the securities and incurring the exploration expenditures at the times and in the amounts provided for in the Letter Agreement;

AND WHEREAS, by agreement between the Lender and the Borrower, the Borrower has granted to the Lender the right and option to acquire up to a 40% interest in the Claims (as that term is defined in the Letter Agreement), subject to various royalties, exercisable after the Option is exercised (the "Lender's Right");

AND WHEREAS the Letter Agreement provides that, except for the Lender's Right, the Borrower's interest in the Letter Agreement, the Option Agreement (as that term is defined in the Letter Agreement) and the Claims is not assignable, in whole or in part, without the prior written consent of Maggie-May;

AND WHEREAS there are now payments totalling US$390,000 due under the Letter Agreement to maintain the Option (the "Payments");

AND WHEREAS the Borrower has advised the Lender that the Borrower does not, at the present time, have sufficient funds to make the Payments but anticipates receiving up to US$2,000,000 by way of a financing to be carried out by it within 30 days of the date hereof;

AND WHEREAS the Lender is concerned that the Borrower's failure to make the Payments will impair the Option and, therefore, the Lender's Right and, to protect the Lender's Right, the Lender is prepared to Iend the Borrower US$390,000 upon the terms and subject to the conditions hereinafter set forth to enable the Borrower to make the Payments;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties do hereby agree as follows:

ARTICLE I

DEFINITIONS

L.1Where used in this Agreement, in addition to any words and phrases defined in the Recitals to this Agreement, the following words and phrases shall have the following meanings:

(a)   "Agreement" means this Agreement and the Schedules hereto, as at any time amended or modified and in effect;

(b)   "Assignment" means the assignment of the Borrower's interest in the Letter Agreement, the Option Agreement and the Claims to be executed by the Borrower and delivered to the Lender pursuant to paragraph 3.2, which shall be substantially in the form set forth in Schedule "B" hereto;

(c)   "Due Date" means the earlier of i) the date upon which the Borrower receives the proceeds of a Financing and (ii) the last day of the Term;

(d)   "Event of Default" means any event specified in paragraph 7;

(e)   "Interest" means US$19,000;

(f)   "Financing" means any financing carried out by the Borrower after the date of this Agreement;

(g)   "Lender's Security" means the Note and the Assignment;

(h)   "Loan" means the loan established pursuant to paragraph 3.1;

(i)   "Note" means the demand promissory note to be executed by the Borrower and delivered to the Lender pursuant to paragraph 3.2, which shall be substantially in the form set forth in Schedule "A" hereto; and

(j)   "Term" means the period commencing on the date of advancement of thean and ending on December 23, 2005.

ARTICLE 2

INTERPRETATION

2.1 Governing Law

This Agreement shall in all respects be construed in accordance with and governed by the laws of the Province of British Columbia.

2.2Severability

If any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

23Parties in Interest

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

2.4Headings and MarQinat References

The division of this Agreement into articles, paragraphs, sub-paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

2.5Currency

All statements of, or references to, dollar amounts in this Agreement mean lawful currency of the United States of America, unless indicated otherwise.

ARTICLE 3

THE LOAN

3.1Establishment of the Loan

The Lender agrees, on the terms and subject to the conditions set forth in this Agreement, to advance by way of loan to the Borrower the principal amount of US$390,000.

3.2Delivery of Lender's Security

The Note and the Assignment shall be delivered to the Lender at the time the Lender advances the principal amount of the Loan to the Borrower.

3.3Interest

The Borrower shall pay the Interest to the Lender.

3.4Repayment of the Loan

The Borrower shall repay the principal amount of the Loan, and shall pay the Interest, on demand; provided however that, unless there is an Event of Default, the Lender will not make demand for the immediate repayment of the principal amount of the Loan outstanding and payment of the Interest, including, without limitation, a demand under the Note, until the Due Date.

3.5  Upon repayment by the Borrower prior to an Event of Default of the principal amount of the Loan outstanding and payment of the Interest, together with all other costs, charges and expenses payable by the Borrower hereunder, the Lender shall re-deliver the Note and the Assignment to the Borrower.

ARTICLE 4

COMPENSATION FOR THE LOAN

4.1 Costs, Charges and Expenses

The Borrower shall assume and pay all costs, charges and expenses which may be incurred by the Lender in respect of this Agreement or the Lender's Security or which may be incurred by the Lender in respect of any proceedings taken or things done by the Lender or on its behalf in connection therewith to collect, protect, realize or enforce the Lender's Security.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties

The Borrower represents and warrants to the Lender as hereinafter set forth:

(a) the Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation;

(b) the Borrower has all requisite corporate power and authority to enter into this Agreement and to grant the Lender's Security and to carry out the obligations contemplated herein and in the Lender's Security;

(c)   this Agreement and the Lender's Security have been duly and validly authorized, executed and delivered by the Borrower and are valid obligations of it; and

(d)   no Event of Default and no event which, with the giving of notice or lapse of time would become an Event of Default, has occurred or is continuing.

5.2 Survival of Representations and Warranties

All representations and warranties made herein shall survive the delivery of this Agreement to the Lender and no investigation at any time made by or on behalf of the Lender shall diminish in any respect whatsoever its rights to rely thereon. All statements contained in any certificate or other instrument delivered by or on behalf of the Borrower under or pursuant to this Agreement shall constitute representations and warranties made by the Borrower hereunder.

ARTICLE 6

COVENANTS OF THE BORROWER

6.1The Borrower covenants and agrees with the Lender that at all times during the currency of this Agreement it will:

(a)   pay the principal amount of the Loan outstanding, interest and all other monies required to be paid to the Lender pursuant to this Agreement in the manner set forth herein;

(b)   duly observe and perform each and every of its covenants and agreements set forth in this Agreement and the Lender's Security;

(b)   provide the Lender with immediate notice of any Event of Default;

(d)   obtain, within 5 business days of the date hereof, Maggie-May's consent, in writing, to the Assignment; and

(e)   do all things necessary to obtain and maintain the Lender's Security in good standing and make payment of all fees and charges in respect thereto.

ARTICLE 7

EVENT OF DEFAULT

7.1Definition of Event of Default

The principal balance of the an outstanding, the Interest, costs and any other money owing to the Lender under this Agreement shall immediately become due and payable upon demand by the Lender, unless otherwise waived in writing by the Lender, in any of the following events:

(d)   if the Borrower shall default in any payment when the same is due under this Agreement;

(d)   if the Borrower commits any default under any of the Lender's Security;

(c)   if the Borrower shall become insolvent or shall make a general assignment for the benefit of its creditors, or if an order be made or an effective resolution be passed for the winding-up, merger or amalgamation of the Borrower or if the Bor^rower shall be declared bankrupt or if a custodian or receiver be appointed for the Borrower under any bankruptcy legislation, or if a compromise or arrangement is proposed by the Borrower to its creditors or any class of its creditors, or if a receiver or other officer with like powers shall be appointed for the Borrower;

(d)   if the Borrower defaults in observing or performing any other covenant or agreement of this Agreement on its part to be observed or performed.

ARTICLE 8

GENERAL

8.1 Waiver or Modification

No failure or delay on the part of the Lender in exercising any power or right hereunder shall operate as a waiver thereof nor shall any single or partial exercise of such right or power preclude any other right or power hereunder. No amendment, modification or waiver of any condition of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing signed by the Lender. No notice to or demand on the Borrower shall in any case entitle the Borrower to any other or further notice or demand in similar or other circumstances unless specifically provided for in this Agreement. Time shall be of the essence hereof.

8.2Further Assurances

The parties hereto will do, execute and deliver or will cause to be done, executed and delivered all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement.

8.3Assignment

The Borrower shall not assign this Agreement or its interest herein or any part hereof except with the prior written consent of the Lender. This Agreement and any interest herein shall be freely assignable by the Lender.

8.4Notices

Any notice, demand or other document required or permitted to be given under the provisions of this Agreement shallbe in writing andmay be givenby delivering same or mailing same by registered mail or sending same by telecopier or other similar form of communication addressed as set forth herein. Any

notice, demand or document shall, if delivered, be deemed to have been given or made at the time of delivery; if mailed by registered mail and properly addressed be deemed to have been given or made on the third day following the day on which it was so mailed, provided that if at the time of mailing or between the time of mailing and the actual receipt of the notice, a mail strike, slowdown or other labour dispute which might affect the delivery of such notice by Canada Post occurs, then such notice shall only be effective if actually delivered; and if sent by telecopier or other similar form of communication, be deemed to have been given or made on the day following the day an which it was sent. Any party may give written notice of change of address in the same manner, in which event such notice shall thereafter be given to it as above provided at such changed address.

8.5Amendments

Neither this Agreement nor any provision hereof may be amended, waived, discharged or terminated orally, but only by instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

IN WITNESS WHEREOF the Lender and the Borrower have executed this Agreement under their corporate seals and the hands of their proper officers in that behalf as of the day and year first above written.

THE COMMON SEAL of RODINIA	)
MINERALS INC. was hereunto	)
affixed  in the presense of:	)
	)	c/s
	)
	)

THE COMMON SEAL of PATRIOT	)
POWER CORP. was hereunto	)
affixed  in the presense of:	)
	)	c/s
	)
	)

SCHEDULE "A"

PROMISSORY NOTE

BORROWER: PATRIOT POWER CORP.

LENDER:RODINIA MINERALS INC.,

   Suite 600, 595 Howe Street,

   Vancouver, B.C. V6C 2T5

AMOUNT:US$390,000

DATE:November 23, 2005

 FOR VALUE RECEIVED, the Borrower promises to pay, on demand, to the Lender at the address set out above, or at such other address as the Lender may direct the Borrower in writing, the principal amount of Three Hundred and Ninety Thousand United States Dollars (US$390,000) (hereinafter the "principal sum"), together with interest in the amount of Nineteen Thousand United States Dollars (US$19,000) (hereinafter the "interest"), all in lawful money of the United States of America.

 The Borrower shall have the right, upon 24 hours' prior notice to the Lender, to prepay in whole or in part at any time, from time to time, the amounts due hereunder without bonus or penalty.

 The Borrower shall keep, at its head office, a register of the holder of this promissory note setting forth the name, address and description of the Lender. The Lender will be treated as the owner and holder hereof for all purposes, and the payment to, and receipt of, the Lender, as the case may be, of any of the principal sum or interest payable hereunder shall be a good and sufficient discharge to the Borrower for the same.

 The Borrower hereby waives demand, notice of dishonour and presentment for payment, protest, and notice of protest of this promissory note,

SIGNED, SEALED AND DELIVERED this 23rd day of November, 2005 by:

PATRIOT POWER CORP.
By:	/s/
	Name:
	Title:

By:	/s/
	Name:
	Title

SCHEDULE "B"

Assignment dated November 23, 2005 between:

PATRIOT POWER CORP., a body corporate, having an office located at 502 East John Street, Carson City, Nevada, 89706

(the "Assignor")

           OF THE FIRST PART

AND:

RODINIA MINERALS INC., a body corporate, having an office located at Suite 600, 595 Howe Street, in the City of Vancouver, in the Province of British Columbia, V6C 2T5

(the ^"Assignee")

   OF THE SECOND PART

For valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged by each of the Assignor and the Assignee, the Assignor hereby sells, transfers, assigns, conveys and quit claims to and in favour of the Assignee all of the Assignor's right, title and interest in and to that certain Letter Agreement dated November 2, 2005 between Assignor, as "Optionee", and Maggie-May Minerals, Inc., as ^"Optionor^", a true copy of which is attached hereto as Schedule "A" (the "Letter Agreement"), and the Assignee hereby accepts the same and agrees to be bound by the terms of the Letter Agreement, as "Optionee" thereunder; PROVIDED HOWEVER THAT, as long as there is no "Event of Default^" prior to repayment by the Assignor of the "Loan" (as those words and phrases in quotation marks are defined in that certain Loan Agreement dated November 23, 2005 between the Assignor and the Assignee and to which this Assignment is attached as a Schedule), the Assignee shall re-deliver this Assignment to the Assignor when the principal amount of the Loan outstanding, interest, costs, charges and expenses are repaid or paid by the Assignor under the said Loan Agreement, whereupon this Assignment shall be considered null and voidab initia.

THE COMMON SEAL of RODINIA	)
MINERALS INC. was hereunto	)
affixed  in the presense of:	)
	)	c/s
	)
	)

THE COMMON SEAL of PATRIOT	)
POWER CORP. was hereunto	)
affixed  in the presense of:	)
	)	c/s
	)
	)

                    Consented to this______day of _______2005

         MAGGIE MAY MINERALS, INC.

         Per: ________________________________

         Authorized Signatory

EX-10.4

LOAN AGREEMENT

THIS LOAN AGREEMENT is made as of the 21^st day of February, 2006.

BETWEEN:

PATRIOT POWER CORP., a body corporate, having an office located at Suite 600, 595 Howe Street, in the City of Vancouver, in the Province of British Columbia, VGC 2T5

(the "Lender")

AND:                                                        OF THE FIRST PART

 ATOMIC MINERALS LTD., a body corporate, having an office located at Suite 600, 595 Howe Street, in the City of Vancouver, in the Province of British Columbia, V6C 2T5

(the "Borrower")            & #160;    OF THE SECOND PART

WHEREAS the Lender, on behalf of the Borrower, has paid US$180,000 directly to Mayan Minerals Ltd. ("Mayan'), as a deposit on 940 mineral claims in Colorado , USA attached hereto as Exhibit I (the "Invoice").

NOW TI-IEREFORE THIS AGREEMENT WITNESS THAT in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties do hereby agree as follows:

ARTICLE 1

INTERPRETATION

1.1Governing Law

This Agreement shall in all respects be construed in accordance with and governed by the laws of the Province of British Columbia.

1.2Currency

All statements of, or references to dollar amounts in this Agreement mean lawful currency of the United States of America.

ARTICLE 2

THE LOAN

2.1Establishment of the loan

The Lender agrees, on the terms and subject to the conditions set forth in this Agreement, to advance by way of Loan to the Borrower the principal amount of US$180,000.

22 Interest

The Borrower shall pay the interest to the Lender as follows - US$ 18,000 and 200,000 shares of Atomic Minerals Ltd

2.3 troavme t of theloxa

The Bormwer shall repay the principal amount of the Loan, and shall pay the interest, on demand.

ARTICLE 32

GENERAL

3.1 Assignament

The Borrower shall not assign this Ag meat or its rat st herein or any part hereof except with the prior written conaetat of the Leader. This Agreement and any interest herein shall be freely assignable by the Lendesr.

3.2 Amendments

Neither this agreement nor any provision hereof may be amended. waived, discharged or terminated orally, but only by instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or to rmination is sought

IN WITLESS WHEREOF the Lender and t e Bo rower We executed this Agreement under their corporate seals artd the hands of their proper officers in that behalf as of th e day and year fast shove written.

THB COMMON SEAL of PATRIOT

POWER CORP. was hereunto

affixed in the presence of: 

_____________________________

THE COMMON SEAL of ATOMIC

MINERALS LTD. was hereunto

affixed is the presence of:

_____________________________

SCHEDULE "A"

PROMISSORY NOTE

BORROWER:        ATOMIC MINERALS LTD.

LENDER:                 PATRIOT POWER CORP.

                         Suite 600, 595 Howe Street,

                                                                                                                Vancouver, BC, V6C 2T5

AMOUNT:                                                                                            US$180,000

DATE:                      February 21, 2006

 FOR VALUE RECEIVED, the Borrower promises to pay, on demand, to the Lender at the address set out above, or such other address as the Lender may direct the Borrower in writing, the principal amount of One Hundred and Eighty Thousand United States Dollars (US$180,000) (hereinafter the "principal sum"), together with interest in the amount of Eighteen Thousand United States Dollars (US$18,000) and Two Hundred Thousand shares (200,000) of Atomic Minerals Ltd. (hereinafter collectively the "interest").

 The Borrower shall keep, at its head office, a register of the holder of this promissory note setting forth the name, address and description of the Lender. The Lender will be treated as the owner and holder hereof for all purposes, and the payment to, and receipt of, the Lender, as the case may be, of any of the principal sum or interest payable hereunder shall be a good and sufficient discharge to the Borrower for the same.

 The Borrower hereby waives demand, notice of dishonour and presentment for payment, protest, and notice of protest of this promissory note.

SIGNED, SEALED AND DELIVERED this 21^st day of February, 2006 by:

ATOMIC MINERALS LTD.
By:	/s/
	Title

EX-23.1

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the registration statement on Form SB-1 of Patriot Power Corp. of our report dated March 14, 2007 on our audit of the restated financial statements of Patriot Power Corp. as of March 31, 2005 and March 31, 2006, and the results of its operations and cash flows for the period ended March 31, 2006 from inception and the reference to us under the caption “Experts.”

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

March 14, 2007