Patriot Scientific

Patriot Scientific Reports Profitable Quarter; Q3 FY '08 Net Income $6.3 Million or $0.02 Basic and Diluted Earnings Per Share.

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On March 12, 2002(day after Wallin becomes CEO), we replaced and superceded a previously issued Secured Promissory Note with Swartz with an Amended Secured Promissory Note and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.

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