Patriot Scientific
Could all of this events have been related to the Swartz Note?
From : 10QSB (Filed: 08-04-2004) PATRIOT SCIENTIFIC CORP: 10QSB, Sub-Doc 1, Page 24
4. SECURED NOTE PAYABLE
On March 12, 2002(day after Wallin becomes CEO), we replaced and superceded a previously issued Secured Promissory Note with Swartz with an Amended Secured Promissory Note and
Agreement with an effective date of October 9, 2001 and an Addendum to Amended
Secured Promissory Note dated March 12, 2002. The amended note, which originally
was to mature on April 9, 2003, was extended to March 1, 2004 and amounts
outstanding under the note bear interest at the rate of 5% per annum. Per the
addendum to the amended note, principal and interest payments were deferred
until March 1, 2004. In March 2004, the note and accrued interest were converted
into a new 8% convertible debenture.
8K filed 4/4/05
Jeff Wallin, president and CEO of Patriot Scientific, said, "This quarterly
profit resulted from licensing agreements for our microprocessor patent
portfolio of seven issued patents and our core technology, the IGNITE
microprocessor. The patent portfolio license was the first granted under our
focused strategy to assure users of our technology compensate Patriot. The
positive net income in the quarter was negatively impacted by $1.2 million in
interest charges. However, as a result of the cash flow from the licensing
agreements, we expect to eliminate the need for financings with high interest
costs and resultant dilution. For the nine months, an interest charge of $2.4
million accounted for the $1.5 million loss.
8K filed 6/17/05
Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
The employment of Mr. Jeffrey E. Wallin as the Company’s President and Chief Executive Officer was terminated effective June 12, 2005, and the employment of Mr. Lowell W. Giffhorn as the Company’s Executive Vice President, Chief Financial Officer and Secretary was terminated effective June 13, 2005. Mr. David H. Pohl has been appointed to serve as the Company’s Chairman, Chief Executive Officer and President. The Company issued a press release announcing the departure of Messrs. Wallin and Giffhorn and the appointment of Mr. Pohl, on June 15, 2005. A copy of the press release is attached hereto as Exhibit 99.1.
8K filed 10-18-05
On September 23, 2005, Lowell Giffhorn, a former executive officer and a current
director of Patriot Scientific Corporation (the "Company"), submitted a demand
for arbitration with the American Arbitration Association related to the
termination of Mr. Giffhorn's employment with the Company. Mr. Giffhorn asserts
that the termination of his employment with the Company was unlawful,
retaliatory, wrongful, violated public policy, violated the covenant of good
faith and fair dealing and violated securities laws. Mr. Giffhorn demands
damages of $1,500,000, which amount constitutes approximately 25% of the
Company's current cash reserves. The Company intends to vigorously defend itself
with regard to these claims. The parties are currently in the process of
selecting arbitrators. The amount, if any, of ultimate liability with respect to
the foregoing cannot be determined. Despite the inherent uncertainties of
litigation, the Company at this time does not believe that the foregoing will
have a material adverse impact on its financial condition, results of
operations, or cash flows.
8K filed 11-28-2005
Item 4.01 Changes in Registrant's Certifying Accountant.
On November 21, 2005, Patriot Scientific Corporation (the "Company") received
notice from Mayer Hoffman McCann P.C. ("Mayer Hoffman"), that they resigned
effective November 21, 2005, as the Company's independent registered accounting
firm. Mayer Hoffman's reports on the consolidated financial statements of the
Company and its subsidiaries for the two most recent fiscal years ended May 31,
2005, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles, except only that their report for the fiscal year ending May 31,
2004 was modified as to an uncertainty regarding the Company's ability to
continue as a going concern.
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On September 13, 2006, the Company filed a Form 8-K pursuant to which the
Company reported that it determined certain adjustments were required to certain
of its previously issued financial statements and, therefore, the Company will
restate their financial statements for the year ended May 31, 2005, and the
related quarterly reports for the quarters ended August 31, 2005, November 30,
2005 and February 28, 2006. The issue described in that 8-K pertaining to the
embedded derivatives also relates to the previous years ended May 31, 2004, 2003
and 2002.