Mail Stop 0407
April 29, 2005
Via U.S. Mail and Fax (858-674-5005)
Mr. Lowell W. Giffhorn
Chief Financial Officer
Patriot Scientific Corporation
10989 Via Frontera
San Diego, CA 92127
RE: Patriot Scientific Corporation
Form 10-KSB for the fiscal year ended May 31, 2004
Filed August 19, 2004
File No. 0-22182
Dear Mr. Giffhorn:
We have reviewed the above referenced filings and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Please address the following
comments in future filings. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Annual Report Filed on Form 10-KSB for the Year Ended May 31, 2004
Part II, Item 8A. Controls and Procedures, page 25.
1. Rule 13a-15(b) requires that your certifying officers evaluate
your disclosure controls and procedures as of the end of the
period
covered by the report, rather than as of a date subsequent to the
period covered by the report. Please tell us in your response
letter
whether your certifying officers concluded your disclosure
controls
and procedures were effective as of the end of the periods covered
by
your Form 10-KSB for the year ended May 31, 2004 and subsequent
Form
10-QSBs. Also, please include such conclusions in your future
periodic reports. Please note that you may continue to include
your
certifying officers conclusions as to the effectiveness of your
disclosure controls and procedures for more recent dates too.
2. It is not clear whether, in making their conclusions, your
certifying officers considered all information described in the
definition of disclosure controls and procedures in Exchange Act
Rule
13a-15(e). Tell us in your response letter whether your
certifying
officers concluded that your disclosure controls and procedures
were
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your certifying
officers, to allow timely decisions regarding required disclosure.
See Exchange Act Rule 13a-15(e). Alternatively, you may simply
tell
us, if true, that your certifying officers concluded that, as of
the
end of the period covered by the report, your disclosure controls
and
procedures were effective. Please also do so in your future
periodic
reports.
3. Item 308(c) of Regulation S-B requires you disclose any change
in
your internal control over financial reporting identified in
connection with the evaluation required by Exchange Act Rule 13a-
15(d) that occurred during the last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting. Please confirm to
us
in your response letter that there was no change in your internal
control over financial reporting that occurred during your fourth
fiscal quarter in 2004, or any of your completed fiscal 2005
quarters, that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting.
Please also do so in your future periodic reports.
Summary of Accounting Policies - Revenue Recognition, page F-8.
4. We note that you recognize revenue from fees for the transfer
of
proven and reusable intellectual property components or the
performance of engineering services. With regards to your revenue
recognition policy, tell us how you have complied with SOP 97-2,
`Software Revenue Recognition`.
Footnote 1 - Continued Existence and Management`s Plan, page F-12.
5. In several instances throughout your filing, you note the
Company
anticipates future revenues derived from the successful collection
of
patent infringement proceeds from litigation and settlement. It
is
unclear in your disclosures included in both MD&A and the
footnotes
to the financial statements the magnitude of these expected
proceeds.
Revise your disclosures to include a more comprehensive analysis
over
this revenue stream.
For additional guidance, refer to Item 303 of Regulation S-B and
the
Commission`s Interpretative Release on Management`s Discussion and
Analysis of Financial Condition and Results of Operation on our
website at http://www.sec.gov/rules/interp/33-8350.htm .
Footnote 5 - Convertible Debentures, page F-15.
6. Tell us the guidance you have applied in accounting for the
resets
of conversion price and conversion shares you discuss in Note 5.
Quarterly Report Filed on Form 10-QSB for the Quarter Ended
February
28, 2005
Footnote 3 - Licenses Receivable, page 8.
7. Addressing the relevant accounting literature, tell us in
detail
why you believe that it is appropriate to recognize the $2,750,000
licensing revenue at the date you entered into the license
agreement
with one of your customers for the Ignite microprocessor
technology
and the patent portfolio technology. Also, tell us in more detail
the nature of the $553,600 contingency fee disclosed in this note.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR. You may contact Dave Walz, Staff Accountant, at (202)
551-
3358 or Ivette Leon, Assistant Chief Accountant, at (202) 551-3351
if
you have questions regarding comments on the financial statements
and
related matters. Please contact me at (202) 551-3810 with any
other
questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. Lowell W. Giffhorn
Patriot Scientific Corporation
April 29, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE