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SEC FILE NUMBER
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CUSIP NUMBER
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form N-SAR |_| Form N-CAR
For Period Ended: May 31, 2006
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:__________________________________________
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:__________________________________
PART I - REGISTRATION INFORMATION
Full Name of Registrant: PATRIOT SCIENTIFIC CORPORATION
Former Name, if applicable:_____________________________________________________
Address of Principal Executive Office
(Street and Number): Carlsbad Corporate Plaza
6183 Paseo Del Norte, Suite 180
Carlsbad, California 92011
(760) 547-2700
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effect or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed (Check box if appropriate).
(a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 10-KSB, 20-F, 11-K, Form N-SAR, or portion thereof, will
|X| be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, 10-QSB or portion thereof will be filed on or
before the fifth calendar day following that prescribed due date;
and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached, if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 10-KSB, 20-F,
11-K, 10-Q, 10-QSB, NSAR, or the transition report, or portion thereof, could
not be filed within the prescribed time period. (Attach Extra Sheets if Needed).
The Company requires additional time to consider new information related
to (a) the accounting treatment of convertible debentures issued during
recent years, which are no longer outstanding, and (b) the method of
presenting the financial results of Phoenix Digital Solutions, f.k.a.
P-Newco, a limited liability company which is 50% owned by the Company.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Thomas J. Sweeney, Chief Financial Officer
(760) 547-2700
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such report(s) been filed? If answer is no,
identify reports:
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Patriot Scientific Corporation has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: August 29, 2006 By /s/ Thomas J. Sweeney
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Thomas J. Sweeney, Chief Financial Officer
Instruction: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).