**Table            of Contents**

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**UNITED      STATES**

**SECURITIES      AND EXCHANGE COMMISSION**

**FORM      10-QSB/A**

**AMENDMENT      NO. 1**

| x | QUARTERLY                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                EXCHANGE ACT OF 1934 |
|---|---------------------------------------------------------------------------------------------------------------------------------|

| o | TRANSITION                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                EXCHANGE ACT OF 1934 |
|---|----------------------------------------------------------------------------------------------------------------------------------|

**PATRIOT      SCIENTIFIC CORPORATION**

| Delaware(State                or other jurisdiction ofincorporation                or organization) | 84-1070278(I.R.S.                Employer Identification No.) |
|-----------------------------------------------------------------------------------------------------|---------------------------------------------------------------|

| 6183                Paseo Del Norte, Suite 180, Carlsbad, California(Address                of principal executive offices) | 92011(Zip                Code) |
|----------------------------------------------------------------------------------------------------------------------------------|--------------------------------|

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**Table        of Contents**

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**Table          of Contents**

**TABLE      OF CONTENTS**

| **PART                I**                          |
|----------------------------------------------------|
| **Item                1. Financial Statements**    | 4 |
|                                               |   |
| **Item                3. Controls and Procedures** | 4 |
|                                               |
| **PART                II**                         |
| **Item                6. Exhibits**                | 5 |

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**Table          of Contents**

**PART      I **

**ITEM      1.** **FINANCIAL      STATEMENTS**

**ITEM      3.** **CONTROLS      AND PROCEDURES**

***Evaluation      of Disclosure Controls and Procedures***

***Effect      of Restatement on Disclosure Controls***

** **

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**Table          of Contents**

|  | i) | The                Company did not maintain effective controls over the identification                of a                variable conversion feature and put option embedded within its convertible                debt instruments and the determination of the appropriate accounting                treatment for those debt                instruments. |
|--|----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | ii) | The                Company did not maintain effective controls over the accounting for                its                investment in Phoenix Digital, LLC and the determination of the                appropriate accounting treatment for the                investment. |
|--|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

***Changes      in Internal Control over Financial Reporting***

**PART      II**

**ITEM      6. EXHIBITS**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                             |
|----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                     |
| 2.1                  |   | Agreement                to Exchange Technology for Stock in Patriot Scientific Corporation,                incorporated by reference to Exhibit 2.1 to Form 8-K dated                August 10, 1989*                                                                                                         |
|                 |   |                                                                                                                                                                                                                                                                                                                     |
| 2.2                  |   | Assets                Purchase Agreement and Plan of Reorganization dated June 22, 1994,                among the Company, nanoTronics Corporation and Helmut Falk, incorporated                by reference to Exhibit 10.4 to Form 8-K dated July 6,                1994*                               |
|                 |   |                                                                                                                                                                                                                                                                                                                     |
| 2.2.1                |   | Amendment                to Development Agreement dated April 23, 1996 between the Company and                Sierra Systems, incorporated by reference to Exhibit 2.2.1 to                Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2                filed April 29, 1996* |
|                 |   |                                                                                                                                                                                                                                                                                                                     |
| 2.3                  |   | Form                of Exchange Offer dated December 4, 1996 between the Company and                certain shareholders of Metacomp, Inc. incorporated by reference                to                Exhibit 2.3 to Form 8-K filed January 9,                1997*                                       |
|                 |   |                                                                                                                                                                                                                                                                                                                     |
| 2.4                  |   | Letter                of Transmittal to Accompany Shares of Common Stock of Metacomp, Inc.                Tendered Pursuant to the Exchange Offer Dated December 4, 1996                incorporated by reference to Exhibit 2.4 to Form 8-K filed                January 9, 1997*                        |
|                 |   |                                                                                                                                                                                                                                                                                                                     |
| 3.1                  |   | Original                Articles of incorporation of the Company’s predecessor, Patriot                Financial Corporation, incorporated by reference to Exhibit 3.1 to                registration statement on Form S-18, file no.                33-23143-FW*                                       |

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**Table          of Contents**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|----------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.2                  |   | Articles of                  Amendment of Patriot Financial Corporation, as filed with the Colorado                  Secretary of State on July 21, 1988, incorporated by reference to                  Exhibit 3.2 to registration statement on Form S-18, File                  No. 33-23143-FW*                                                                                                                                                                                                                                                     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3                  |   | Certificate                  of Incorporation of the Company, as filed with the Delaware Secretary                  of                  State on March 24, 1992, incorporated by reference to                  Exhibit 3.3 to Form 8-K dated May 12, 1992*                                                                                                                                                                                                                                                                                                  |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.1                |   | Certificate                  of Amendment to the Certificate of Incorporation of the Company,                  as filed                  with the Delaware Secretary of State on April 18, 1995, incorporated                  by reference to Exhibit 3.3.1 to Form 10-KSB for the fiscal year                  ended May 31, 1995*                                                                                                                                                                                                                   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.2                |   | Certificate                  of Amendment to the Certificate of Incorporation of the Company,                  as filed                  with the Delaware Secretary of State on June 24,1997, incorporated by                  reference to Exhibit 3.3.2 to Form 10-KSB for the fiscal year                  ended May 31, 1997, filed July 18, 1997*                                                                                                                                                                                           |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.3                |   | Certificate                  of Amendment to the Certificate of Incorporation of the Company,                  as filed with the Delaware Secretary of State on April 28, 2000,                  incorporated by reference to Exhibit 3.3.3 to Registration Statement                  on Form S-3 filed May 5, 2000*                                                                                                                                                                                                                                  |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.4                |   | Certificate                  of Amendment to the Certificate of Incorporation of the Company,                  as filed                  with the Delaware Secretary of State on May 6, 2002, incorporated by                  reference to Exhibit 3.3.4 to Registration Statement on Form S-3                  filed June 27, 2002*                                                                                                                                                                                                                       |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.3.5                |   | Certificate                  of Amendment to the Certificate of Incorporation of the Company,                  as filed                  with the Delaware Secretary of State on October 16, 2003,                  incorporated by reference to Exhibit 3.3.5 to Registration Statement                  on Form SB-2 filed May 21, 2004*                                                                                                                                                                                                                  |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.4                  |   | Articles and                  Certificate of Merger of Patriot Financial Corporation into the                  Company                  dated May 1, 1992, with Agreement and Plan of Merger attached thereto                  as Exhibit A, incorporated by reference to Exhibit 3.4 to Form                  8-K dated May 12, 1992*                                                                                                                                                                                                            |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.5                  |   | Certificate                  of Merger issued by the Delaware Secretary of State on May 8, 1992,                  incorporated by reference to Exhibit 3.5 to Form 8-K dated                  May 12, 1992*                                                                                                                                                                                                                                                                                                                                                 |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                      |   | Certificate                  of Merger issued by the Colorado Secretary of State on May 12, 1992,                  incorporated by reference to Exhibit 3.6 to Form 8-K dated                  May 12, 1992*                                                                                                                                                                                                                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 3.7                  |   | Bylaws                  of the Company, incorporated by reference to Exhibit 3.7 to Form 8-K                  dated May 12, 1992*                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.1                  |   | Specimen                  common stock certificate, incorporated by reference to Exhibit 4.1                  Form 8-K dated May 12, 1992*                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.2                  |   | Form                  of Stock Purchase Warrant (Labway Corporation) dated February 29,                  1996, exercisable to purchase 253,166 common shares at $1.58 per                  share                  until August 31, 1996, granted to investors in connection with an                  offering of securities made in reliance upon Regulation S, incorporated                  by                  reference to Exhibit 4.2 to Form 10-QSB for fiscal quarter ended                  February 29, 1996, filed March 15, 1996* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.3                  |   | Form                  of 6% Convertible Subordinated Promissory Note due September 30, 1998                  aggregating $1,500,000 to six investors incorporated by reference                  to                  Exhibit 4.3 to Form 10-QSB for fiscal quarter ended August 31,                  1996, filed October 15, 1996*                                                                                                                                                                                                                      |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.4                  |   | Form                  of 5% Convertible Term Debenture (CC Investments, LDC) due June 2,                  1999 aggregating $2,000,000 to two investors incorporated by reference                  to                  Exhibit 4.4 to Form 8-K dated June 16,                  1997*                                                                                                                                                                                                                                                                         |

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**Table            of Contents**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.5                  |   | Form                    of Stock Purchase Warrant (CC Investments, LDC) dated June 2, 1997                    exercisable to purchase an aggregate of 400,000 common shares                    at $1.69125                    per share until June 2, 2002, granted to two investors in connection                    with the offering of securities in Exhibit 4.4 incorporated by                    reference to Exhibit 4.5 to Form 8-K filed June 17,                    1997*                                                                                                         |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.6                  |   | Registration                    Rights Agreement dated June 2, 1997 by and among the Company and CC                    Investments, LDC and the Matthew Fund, N.V. related to the registration                    of                    the common stock related to Exhibits 4.4 and 4.5 incorporated by                    reference to Exhibit 4.6 to Form 8-K filed June 17,                    1997*                                                                                                                                                                                          |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.7                  |   | Form                    of Warrant to Purchase Common Stock (Swartz Family Partnership,                    L.P.)                    dated June 2, 1997 exercisable to purchase an aggregate of 211,733                    common shares at $1.69125 per share until June 2, 2002, granted to a                    group of investors in connection with the offering of securities                    in                    Exhibit 4.4 incorporated by reference to Exhibit 4.7 to Form 8-K                    filed June 17, 1997*                                                         |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.8                  |   | Registration                    Rights Agreement dated June 2, 1997 by and among the Company and                    Swartz Investments, LLC related to the registration of the common                    stock                    related to Exhibit 4.7 incorporated by reference to Exhibit 4.8                    to Form 8-K filed June 17, 1997*                                                                                                                                                                                                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.9                  |   | Form                    of 5% Convertible Term Debenture (CC Investments, LDC) due June 2,                    1999 aggregating $1,000,000 to two investors incorporated by                    reference to                    Exhibit 4.9 to Form 10-KSB for the fiscal year ended May 31,                    1998, filed August 19, 1998*                                                                                                                                                                                                                                                        |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.10                 |   | Form                    of Stock Purchase Warrant (CC Investments, LDC) dated November 24,                    1997 exercisable to purchase an aggregate of 200,000 common shares                    at                    $1.50 per share until June 2, 2002, granted to two investors in                    connection with the offering of securities described in Exhibit 4.9                    incorporated by reference to Exhibit 4.10 to Form 10-KSB for the year                    ended May 31, 1998, filed August 19, 1998*                                                 |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.11                 |   | Form                    of Warrant to Purchase Common Stock (Swartz Family Partnership,                    L.P.)                    dated November 24, 1997 exercisable to purchase an aggregate of                    105,867 common shares at $1.50 per share until June 2, 2002, granted                    to a group of investors in connection with the offering of securities                    described in Exhibit 4.9 incorporated by reference to                    Exhibit 4.11 to Form 10-KSB for the year ended May 31, 1998,                    filed August 19, 1998* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.12                 |   | Form                    of Warrant to Purchase Common Stock (Investor Communications                    Group, Inc.)                    dated June 16, 1997 exercisable to purchase an aggregate of 130,000                    common shares at prices ranging from $2.50 to $7.50 per share                    until                    June 15, 1999 incorporated by reference to Exhibit 4.12 to Form                    10-KSB for the year ended May 31, 1998, filed August 19,                    1998*                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.13                 |   | Warrant                    to Purchase Common Stock issued to Spellcaster Telecommunications,                    Inc.                    dated April 28, 1998 exercisable to purchase an aggregate of 100,000                    common shares at $1.25 per share until April 28, 2000 incorporated by                    reference to Exhibit 4.13 to Form 10-KSB for the year ended                    May 31, 1998, filed August 19, 1998*                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.14                 |   | Investment                    agreement dated February 24, 1999 by and between the Company and                    Swartz Private Equity, LLC for a maximum aggregate amount of                    $5,000,000                    incorporated by reference to Exhibit 4.14 to Form 10-QSB/A for the                    fiscal quarter ended November 30, 1998, filed March 5,                    1999*                                                                                                                                                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.15                 |   | Registration                    Rights Agreement dated February 24, 1999 by and between the Company                    and Swartz Private Equity, LLC related to the registration of                    the common                    stock related to Exhibit 4.14 incorporated by reference to                    Exhibit 4.15 to Form 10-QSB/A for the fiscal quarter ended                    November 30, 1998, filed March 5,                    1999*                                                                                                                                 |

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**Table              of Contents**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.16                 |   | Form                      of Warrant to Purchase Common Stock (Swartz Private Equity,                      LLC) dated                      February 24, 1999 exercisable to purchase common shares in connection                      with the offering of securities in Exhibit 4.14 incorporated by                      reference to Exhibit 4.16 to Form 10-QSB/A for the fiscal quarter                      ended November 30, 1998, filed March 5, 1999*                                                                                                                                                                            |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.17                 |   | Amended                      and Restated Investment Agreement dated July 12, 1999 by and between                      the Company and Swartz Private Equity, LLC for a maximum aggregate                      amount                      of $5,000,000 incorporated by reference to Exhibit 4.17 to                      Pre-Effective Amendment No. 2 to Registration Statement on Form SB-2                      filed July 15, 1999*                                                                                                                                                                                                       |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.18                 |   | Investment                      Agreement dated May 2, 2000 by and between the Company and Swartz                      Private Equity, LLC for a maximum aggregate amount of $30,000,000                      incorporated by reference to Exhibit 4.18 to Registration Statement                      on Form S-3 filed May 5, 2000*                                                                                                                                                                                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.18.1               |   | Waiver                      and Agreement dated September 24, 2001 amending the Investment                      Agreement (1) dated May 2, 2000 by and between the Company and                      Swartz Private Equity, LLC for a maximum aggregate amount of                      $30,000,000                      incorporated by reference to Exhibit 4.18.1 to Registration Statement                      on Form S-1 filed October 11, 2001*                                                                                                                                                                                      |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.19                 |   | 2001                      Stock Option Plan of the Company dated February 21, 2001 incorporated                      by reference to Exhibit 4.19 to Registration Statement on Form S-8                      filed March 26, 2001*                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.20                 |   | Investment                      agreement dated September 17, 2001 by and between the Company and                      Swartz Private Equity, LLC for a maximum aggregate amount of                      $25,000,000                      incorporated by reference to Exhibit 4.20 to Registration Statement                      on Form S-1 filed October 11, 2001*                                                                                                                                                                                                                                                                               |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.21                 |   | Registration                      Rights Agreement dated September 17, 2001 by and between the Company                      and Swartz Private Equity, LLC related to the registration                      of the common                      stock related to Exhibit 4.20 incorporated by reference to                      Exhibit 4.21 to Registration Statement on Form S-1 filed                      October 11, 2001*                                                                                                                                                                                                                  |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.22                 |   | Warrant                      to Purchase Common Stock dated September 17, 2001 exercisable to                      purchase common shares in connection with the Offering of securities                      in                      Exhibit 4.20 incorporated by reference to Exhibit 4.22 to                      Registration Statement on Form S-1 filed October 11,                      2001*                                                                                                                                                                                                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.23                 |   | Financial                      Consulting Services Agreement between the Company and M. Blaine                      Riley, Randall Letcavage and Rosemary Nguyen incorporated by                      reference to                      Exhibit 4.23 to Registration Statement on Form S-8 filed                      January 22, 2002*                                                                                                                                                                                                                                                                                                              |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.24                 |   | Form                      of 8% Convertible Debenture (Lincoln Ventures, LLC) due June 10, 2004                      aggregating $1,000,000 to six investors incorporated by reference                      to                      Exhibit 4.24 to Registration Statement on Form S-3 filed                      June 27, 2002*                                                                                                                                                                                                                                                                                                                     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.25                 |   | Form                      of Stock Purchase Warrant (Lincoln Ventures, LLC) dated June 10, 2002                      exercisable to purchase an aggregate of 12,859,175 common shares                      at                      initial exercise prices ranging from $0.08616 to $0.10289 per                      share until                      June 10, 2007, granted to six investors in connection with the                      offering of securities described in Exhibit 4.24 incorporated by                      reference to Exhibit 4.25 to Registration Statement on Form S-3 filed                      June 27, 2002* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 4.26                 |   | Form                      of Registration Rights Agreement (Lincoln Ventures, LLC) dated                      June 10, 2002 by and among the Company and six investors related                      to                      the registration of the common stock related to Exhibit 4.24                      incorporated by reference to Exhibit 4.26 to Registration Statement                      on Form S-3 filed June 27,                      2002*                                                                                                                                                                                    |

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**Table                of Contents**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.27                 |   | 2003                        Stock Option Plan of the Company dated July 2, 2003 incorporated by                        reference to Exhibit 4.27 to Registration Statement on Form S-8 filed                        September 4, 2003*                                                                                                                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.28                 |   | Form                        of 8% Convertible Debenture, Stock Purchase Warrant, Registration                        Rights                        Agreement and Securities Purchase Agreement for financings                        entered into                        between September 28, 2004 and January 17, 2005 incorporated by                        reference to Exhibit 4.28 to Registration Statement on Form SB-2                        filed February 2, 2005.* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 4.29                 |   | Approval                        Rights Agreement and Termination of Antidilution Agreement                        and Addendum to                        Warrants dated October 10, 2006, incorporated by reference                        to                        Exhibit 4.29 to Form 10-KSB for the fiscal year ended May 31,                        2006*                                                                                                                            |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.1                 |   | 1992                        Incentive Stock Option Plan of the Company, incorporated                        by reference to                        Exhibit 10.1 to Form 8-K dated May 12,                        1992*                                                                                                                                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.1.1               |   | Amendment                        to 1992 Incentive Stock Option Plan dated January 11, 1995,                        incorporated by reference to Exhibit 10.1.1 to Form S-8 filed                        July 17, 1996*                                                                                                                                                                                                                                                          |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2                 |   | 1992                        Non-Statutory Stock Option Plan of the Company, incorporated                        by reference                        to Exhibit 10.2 to Form 8-K dated May 12,                        1992*                                                                                                                                                                                                                                                            |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.2.1               |   | Amendment                        to 1992 Non-Statutory Stock Option Plan dated January 11, 1995                        incorporated by reference to Exhibit 10.2.1 to Form 10-KSB for fiscal                        year ended May 31, 1996, filed August 16,                        1996*                                                                                                                                                                                       |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.3                 |   | Lease                        Agreement between the Company’s subsidiary Metacomp, Inc. and Clar-O-Wood                        Partnership, a California limited partnership dated April 11, 1991 as                        amended November 11, 1992 and November 2, 1995 incorporated by                        reference to Exhibit 10.3 to Form 10-KSB for fiscal year ended                        May 31, 1997, filed July 18, 1997*                        |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4                 |   | Stock                        Purchase Agreement dated November 29 and 30, 1995, between the                        Company and SEA, Ltd., incorporated by reference to Exhibit 10.4 to                        Form 8-K filed December 11, 1995*                                                                                                                                                                                                                                       |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.4.1               |   | Letter                        Amendment to Stock Purchase Agreement dated January 31, 1996, between                        the Company and SEA, Ltd., incorporated by reference to                        Exhibit 10.4.1 to Form 10-QSB for fiscal quarter ended                        February 29, 1996, filed March 15, 1996*                                                                                                                                                 |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.5                 |   | 1995                        Employee Stock Compensation Plan of the Company, incorporated                        by reference                        to Exhibit 10.5 to Form 10-QSB for fiscal quarter ended                        November 30, 1995, filed December 28, 1995*                                                                                                                                                                                                       |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.6                 |   | Letter                        Stock and Warrant Agreement dated January 10, 1996 between the                        Company and Robert E. Crawford, Jr., incorporated by reference to                        Exhibit 10.6 to Form 10-QSB for fiscal quarter ended                        February 29, 1996, filed March 15, 1996*                                                                                                                                           |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.7                 |   | Non-Exclusive                        Manufacturing and Line of Credit Agreement dated February 28, 1996,                        between the Company and Labway Corporation, incorporated                        by reference to                        Exhibit 10.7 to Form 10-QSB for fiscal quarter ended                        February 29, 1996, filed March 15, 1996*                                                                                                      |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.8                 |   | Distribution                        and Representation Agreement dated February 28, 1996, between the                        Company and Innoware, Inc., incorporated by reference to                        Exhibit 10.8                        to Form 10-QSB for fiscal quarter ended February 29, 1996, filed                        March 15, 1996*                                                                                                                         |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 10.9                 |   | Employment                        Agreement dated November 20, 1995 between the Company and Elwood G.                        Norris, incorporated by reference to Exhibit 10.9 to Registration                        Statement on Form SB-2 filed March 18,                        1996*                                                                                                                                                                                             |

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**Table                  of Contents**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.9.1               |   | First                          Amendment to Employment Agreement dated May 17, 1996 between the                          Company and Elwood G. Norris, incorporated by reference to                          Exhibit 10.9.1 to Pre-Effective Amendment No. 2 to Registration                          Statement on Form SB-2 filed May 23, 1996*                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.10                |   | Employment                          Agreement dated November 20, 1995 between the Company and Robert                          Putnam, incorporated by reference to Exhibit 10.10 to Registration                          Statement on Form SB-2 filed March 18, 1996*                                                                                                                                                                                         |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.11                |   | Sales                          Contractual Agreement dated March 19, 1996 between the Company and                          Evolve Software, Inc., incorporated by reference to Exhibit 10.11 to                          Pre-Effective Amendment No. 1 to Registration Statement on Form SB-2                          filed April 29, 1996*                                                                                                              |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.11.1              |   | Two                          Year Stock Purchase Warrant dated March 19, 1996 Granted to Evolve                          Software, Inc. Providing for the Purchase of up to 50,000                          Common Shares at                          $2.85, incorporated by reference to Exhibit 10.11.1 to Pre-Effective                          Amendment No. 1 to Registration Statement on Form SB-2 filed                          April 29, 1996* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.12                |   | Employment                          Agreement dated as of May 8, 1996 between the Company and                          Michael A. Carenzo, including Schedule A - Stock Option                          Agreement, incorporated by reference to Exhibit 10.12 to                          Pre-Effective Amendment No. 2 to Registration Statement on                          Form SB-2 filed May 23, 1996*                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.12.1              |   | First                          Amendment to Employment Agreement dated as of May 8, 1996 between the                          Company and Michael A. Carenzo dated September 23, 1996, incorporated                          by reference to Exhibit 10.12.1 to Form 10-KSB for the fiscal                          year ended May 31, 1997, filed July 18, 1997*                                                                               |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.13                |   | 1996                          Stock Option Plan of the Company dated March 25, 1996 and approved by                          the Shareholders on May 17, 1996, incorporated by reference to                          Exhibit 10.13 to Pre-Effective Amendment No. 2 to Registration                          Statement on Form SB-2 filed May 23, 1996*                                                                                         |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.14                |   | Sales                          Contractual Agreement dated June 20, 1996 between the Company and                          Compunetics Incorporated incorporated by reference to Exhibit 10.14                          to Form 10-KSB for fiscal year ended May 31, 1996, filed                          August 16, 1996*                                                                                                                                 |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.15                |   | Sales                          Contractual Agreement dated July 31, 1996 between the Company and                          Premier Technical Sales, Inc. incorporated by reference                          to                          Exhibit 10.15 to Form  10-KSB for fiscal year ended May 31,                          1996, filed August 16, 1996*                                                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.16                |   | Employment                          Agreement dated January 1, 1997 between the Company and                          Norman J. Dawson incorporated by reference to Exhibit 10.16 to                          Form 10-KSB for fiscal year ended May 31, 1997, filed July 18,                          1997*                                                                                                                                           |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.17                |   | Employment                          Agreement dated January 1, 1997 between the Company and                          Jayanta K. Maitra incorporated by reference to Exhibit 10.17 to                          Form 10-KSB for fiscal year ended May 31, 1997, filed                          July 18, 1997*                                                                                                                                     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.18                |   | Technology                          License and Distribution Agreement dated June 23, 1997 between the                          Company and Sun Microsystems, Inc. incorporated by reference                          to                          Exhibit 10.18 to Form 10-KSB for the fiscal year ended May 31,                          1997, filed July 18, 1997*                                                                                      |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.19                |   | Employment                          Agreement dated March 23, 1999 between the Company and James T.                          Lunney incorporated by reference to Exhibit 10.19 to Form 10-KSB for                          the fiscal year ended May 31, 1998, filed August 19,                          1998*                                                                                                                                       |

----

**Table                    of Contents**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                                                               |
|----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.20                |   | Employment                            Agreement dated July 28, 1997 between the Company and Phillip                            Morettini incorporated by reference to Exhibit 10.20 to                            Form 10-KSB for the fiscal year ended May 31, 1998, filed                            August 19, 1998*           |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.21                |   | Employment                            Agreement dated July 23, 1998 between the Company and Lowell W.                            Giffhorn incorporated by reference to Exhibit 10.21 to                            Form 10-KSB for the fiscal year ended May 31, 1998, filed                            August 19, 1998*     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.22                |   | Secured                            Promissory Note dated June 12, 2000 between the Company and                            James T. Lunney incorporated by reference to Exhibit 10.22 to                            Form 10-KSB for the fiscal year ended May 31, 2000, filed                            August 29, 2000*          |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.23                |   | Purchase                            Agreement dated June 29, 2000 between the Company and 4S 37/38, LLC                            incorporated by reference to Exhibit 10.23 to Form 10-KSB for the                            fiscal year ended May 31, 2000*                                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.24                |   | Employment                            Agreement dated October 2, 2000 between the Company and                            Miklos B. Korodi incorporated by reference to Exhibit 10.24 to                            Form 10-QSB for the fiscal quarter ended November 30, 2000, filed                            January 12, 2001* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.25                |   | Employment                            Agreement dated December 1, 2000 between the Company and                            Richard G. Blum incorporated by reference to Exhibit 10.25 to                            Form 10-QSB for the fiscal quarter ended November 30, 2000, filed                            January 12, 2001* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.26                |   | Employment                            Agreement dated January 29, 2001 between the Company and Serge J.                            Miller incorporated by reference to Exhibit 10.26 to Form 10-KSB                            for the fiscal year ended May 31, 2001, filed August 29,                            2001*          |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.27                |   | Lease                            Agreement dated February 23, 2001 between the Company and Arden                            Realty Finance IV, LLC incorporated by reference to Exhibit 10.27 to                            Form 10-KSB for the fiscal year ended May 31, 2001, filed                            August 29, 2001* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.28                |   | Employment                            Agreement dated January 1, 2001 between the Company and David H.                            Pohl incorporated by reference to Exhibit 10.28 to Form 10-KSB                            for the fiscal year ended May 31, 2001, filed August 29,                            2001*        |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.29                |   | Employment                            Agreement dated April 26, 2001 between the Company and David H.                            Pohl incorporated by reference to Exhibit 10.29 to Form 10-KSB for                            the fiscal year ended May 31, 2001, filed August 29,                            2001*              |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.30                |   | Employment                            Agreement dated November 17, 2001 between the Company and                            Lowell W. Giffhorn incorporated by reference to Exhibit 10.30 to                            Registration Statement on Form S-3 filed June 27,                            2002*                         |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.31                |   | Employment                            Agreement dated December 20, 2001 between the Company and Jayanta                            Maitra incorporated by reference to Exhibit 10.31 to Registration                            Statement on Form S-3 filed June 27, 2002*                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.32                |   | Consulting                            Agreement dated March 7, 2002 between the Company and SDMC, Inc.                            incorporated by reference to Exhibit 10.32 to Registration Statement                            on Form S-3 filed June 27, 2002*                                                                     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.33                |   | Employment                            Agreement dated January 2, 2004 between the Company and Jayanta                            Maitra incorporated by reference to Exhibit 10.33 to Registration                            statement on Form SB-2 filed May 21, 2004*                                                               |
|                 |   |                                                                                                                                                                                                                                                                                                                                                       |
| 10.34                |   | Consulting                            Agreement dated March 18, 2004 between the Company and SDMC, Inc.                            incorporated by reference to Exhibit 10.34 to Registration Statement                            en Form SB-2 filed May 21,                            2004*                                         |

----

**Table                      of Contents**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.35                |   | Employment                              Agreement dated June 1, 2004 between the Company and Patrick Nunally                              incorporated by reference to Exhibit 10.35 to Form 10-KSB for the                              fiscal year ended May 31, 2004, filed August 19,                              2004*                                                                                                                                                                    |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.36                |   | Amendment                              No. 1 to Employment Agreement dated July 12, 2004 between the                              Company and Patrick Nunally incorporated by reference                              to                              Exhibit 10.36 to Form 10-KSB for the fiscal year ended May 31,                              2004, filed August 19, 2004*                                                                                                              |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.37                |   | Employment                              Agreement dated September 1, 2004 between the Company and Lowell W.                              Giffhorn incorporated by reference to Exhibit 10.37 to Registration                              Statement on Form SB-2 filed February 2, 2005*                                                                                                                                                                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.38                |   | IGNITE                              License Agreement with Advanced Micro Devices, Inc.,                              dated                              February 21, 2005, incorporated by reference to Exhibit 10.38 to                              Form 10-KSB for the fiscal year ended May 31,                              2006*                                                                                                                                                              |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.39                |   | Patent                              Portfolio License Agreement with Advanced Micro Devices,                              Inc., dated                              February 21, 2005, incorporated by reference to Exhibit 10.39 to                              Form 10-KSB for the fiscal year ended May 31,                              2006*                                                                                                                                                    |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.40                |   | Master                              Agreement, dated as of June 7, 2005, by and among the Company,                              Technology Properties Limited Inc., a California corporation                              and Charles                              H. Moore, an individual, incorporated by reference                              to Exhibit 10.40                              to Form 8-K filed June 15, 2005*                                                                    |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.41                |   | Commercialization                              Agreement dated as of June 7, 2005 by and among the JV LLC,                              Technology Properties Limited Inc., a California corporation,                              and the                              Company, incorporated by reference to Exhibit 10.41 to Form 8-K filed                              June 15, 2005*                                                                                                            |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.42                |   | Limited                              Liability Company Operating Agreement of JV LLC, a                              Delaware limited                              liability company, dated as of June 7, 2005, incorporated by                              reference to Exhibit 10.42 to Form 8-K filed June 15,                              2005*                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.43                |   | Agreement                              for Part-Time Employment dated August 3, 2005 between the Company and                              Thomas J. Sweeney, incorporated by reference to Exhibit 99.3 to Form                              8-K filed August 9, 2005*                                                                                                                                                                                                                                |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 14.1                 |   | Code                              of Ethics for Senior Financial Officers incorporated                              by reference to                              Exhibit 14.1 to Form 10-K for the fiscal year ended May 31,                              2003, filed August 29, 2003*                                                                                                                                                                                                          |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.1                 |   | Certification                              of David H. Pohl, CEO, pursuant to Section 302 of the Sarbanes-Oxley                              Act of 2002**                                                                                                                                                                                                                                                                                                                                                     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 31.2                 |   | Certification                              of Thomas J. Sweeney, CFO, pursuant to Section 302 of the                              Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                                                                                                                                                                 |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 32.1                 |   | Certification                              of David H. Pohl, CEO, pursuant to Section 906 of the Sarbanes-Oxley                              Act of 2002**                                                                                                                                                                                                                                                                                                                                                     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 32.2                 |   | Certification                              of Thomas J. Sweeney, CFO, pursuant to Section 906 of the                              Sarbanes-Oxley Act of 2002**                                                                                                                                                                                                                                                                                                                                                 |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 99.1                 |   | Form                              of ISO Plan Option (Gaspar) dated May 29, 1992, incorporated by                              reference to Exhibit 28.2 to registration statement on                              Form SB-2, file no. 33-57858*                                                                                                                                                                                                                                                     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 99.2                 |   | Form                              of NSO Plan Option (Berlin) dated May 29, 1992, incorporated by                              reference to Exhibit 28.3 to registration statement on                              Form SB-2, file no. 33-57858*                                                                                                                                                                                                                                                     |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 99.3                 |   | Form                              of Incentive Stock Option Agreement to the Company’s 1996 stock Option                              Plan (individual agreements differ as to number of                              shares, dates, prices                              and vesting), incorporated by reference to Pre-Effective                              Amendment                              No. 2 to Registration Statement on Form SB-2 filed May 23,                              1996* |

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**Table                        of Contents**

| **Exhibit No.** |   | **Document**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.4                 |   | Form                                of Non-Qualified Stock Option Agreement to the Company’s 1996 Stock Option                                Plan (individual agreement differ as to number of                                shares, date, prices and                                vesting), incorporated by reference to Pre-Effective                                Amendment No. 2                                to Registration Statement on Form SB-2 filed May 23,                                1996* |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.5                 |   | Press                                Release of the Company dated November 4, 1996 incorporated by                                reference to Exhibit 99.5 to Form 8-K filed January 9,                                1997*                                                                                                                                                                                                                                                                                        |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.6                 |   | Form                                of Incentive Stock Option Agreement to the Company’s 2001 Stock Option                                Plan incorporated by reference to Exhibit 99.6 to Registration                                Statement on Form S-8 filed March 26, 2001*                                                                                                                                                                                                                                      |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.7                 |   | Form                                of Non-Qualified Stock Option Agreement to the Company’s 2001 Stock Option                                Plan incorporated by reference to Exhibit 99.7 to Registration                                Statement on Form S-8 filed March 26, 2001*                                                                                                                                                                                                                             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.8                 |   | Form                                of Incentive Stock Option Agreement to the Company’s 2003 Stock Option                                Plan incorporated by reference to Exhibit 99.8 to Registration                                Statement on Form S-8 filed September 4, 2003*                                                                                                                                                                                                                                   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 99.9                 |   | Form                                of Non-Qualified Stock Option Agreement to the Company’s 2003 Stock Option                                Plan incorporated by reference to Exhibit 99.9 to Registration                                Statement on Form S-8 filed September 4,                                2003*                                                                                                                                                                                           |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

----

| * | Previously                filed in indicated registration statement or                report. |
|---|-----------------------------------------------------------------------------------------------|

| ** | Exhibit filed                herewith this Quarterly Report on Form 10-QSB for the quarterly                period ended August 31, 2005. |
|----|-----------------------------------------------------------------------------------------------------------------------------------------------------|

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**Table          of Contents**

**Patriot      Scientific Corporation**

**Index        to Unaudited condensed Consolidated Financial Statements**

| Unaudited                condensed Consolidated Balance Sheets as of August                31, 2005 (restated) and May 31, 2005 (restated)                                       | F-2                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------|
| Unaudited                condensed Consolidated Statements of Operations for                the three months ended August 31, 2005 (restated) and 2004                (restated) | F-3                       |
| Unaudited                condensed Consolidated Statements of Cash Flows for                the three months ended August 31, 2005 (restated) and 2004                (restated) | F-4                       |
| Notes                to Unaudited condensed Consolidated Financial                Statements                                                                                     | F-5                - F-17 |

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**Table          of Contents**

**PART      I - FINANCIAL INFORMATION**

**Item      1. Financial Statements**

**Patriot      Scientific Corporation**

**Condensed      Consolidated** **Balance      Sheets**

|                                                                                                                                                                  |   | **August                31, 2005**          |        | **May                31, 2005** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------|-------------|---------------------------------|--------|
|                                                                                                                                                             |   | **As                restated (See Note 2)** |        |
| **ASSETS**                                                                                                                                                       |   | **(****Unaudited)**                         |        |                            |   |
|                                                                                                                                                             |   |                                        |        |                            |   |
| Current                assets:                                                                                                                                   |   |                                        |        |                            |   |
| Cash                and cash equivalents                                                                                                                         |   | $                                           | 5,969,897   |                            | $      | 591,426 |   |
| Marketable                securities and short term investments                                                                                                  |   |                                        | 709,475     |                            |   | 697,524 |   |
| Restricted                short term investment                                                                                                                  |   |                                        | 203,341     |                            |   | 201,648 |   |
| Licenses                receivable                                                                                                                               |   |                                        | 1,250,000   |                            |   | 2,000,000 |   |
| Prepaid                expenses and other current assets                                                                                                         |   |                                        | 231,213     |                            |   | 121,758 |   |
| Total                current assets                                                                                                                              |   |                                        | 8,363,926   |                            |   | 3,612,356 |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| **Property                and equipment, net**                                                                                                                   |   |                                        | 25,087      |                            |   | 21,376 |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| **Investment                in affiliated company**                                                                                                              |   |                                        | 1,752,431   |                            |   | — |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| **Patents                and trademarks**,                net of accumulated amortization of $558,269 and $549,563                                               |   |                                        | 57,705      |                            |   | 66,411 |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| **Other                assets**                                                                                                                                  |   |                                        | —     |                            |   | 23,891 |   |
|                                                                                                                                                             |   | $                                           | 10,199,149  |                            | $      | 3,724,034 |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| **LIABILITIES                AND STOCKHOLDERS’ EQUITY (DEFICIT)**                                                                                          |   |                                        |        |                            |   |   |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| Current                liabilities:                                                                                                                              |   |                                        |        |                            |   |   |   |
| Line                of credit                                                                                                                                    |   | $                                           | 99,098      |                            | $      | 100,000 |   |
| Current                portion of convertible debentures, net of debt discount of $210,924                and                $301,320                            |   |                                        | 512,244     |                            |   | 421,847 |   |
| Accounts                payable                                                                                                                                  |   |                                        | 326,689     |                            |   | 268,458 |   |
| Accrued                liabilities                                                                                                                               |   |                                        | 432,715     |                            |   | 505,153 |   |
| Current                portion of capital lease obligation                                                                                                       |   |                                        | —     |                            |   | 2,306 |   |
| Accrued                contested fee payable                                                                                                                     |   |                                        | 346,000     |                            |   | 346,000 |   |
| Total                current liabilities                                                                                                                         |   |                                        | 1,716,746   |                            |   | 1,643,764 |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| Warrant                and derivative liabilities                                                                                                                |   |                                        | 6,087,287   |                            |   | 9,274,712 |   |
| Convertible                debentures, net of debt discount of $14,699 and $111,559                                                                              |   |                                        | 10,301      |                            |   | 45,942 |   |
| Total                liabilities                                                                                                                                 |   |                                        | 7,814,334   |                            |   | 10,964,418 |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| **Commitments                and contingencies**                                                                                                                 |   |                                        |        |                            |   |   |   |
|                                                                                                                                                             |   |                                        |        |                            |   |   |   |
| **Stockholders’                equity (deficit)**                                                                                                          |   |                                        |        |                            |   |   |   |
| Preferred                stock, $0.00001 par value; 5,000,000 shares authorized: none                outstanding                                                 |   |                                        | —     |                            |   | — |   |
| Common                stock, $0.00001 par value: 500,000,000 shares authorized: 293,168,632                and                280,492,013 issued and outstanding |   |                                        | 2,932       |                            |   | 2,805 |   |
| Additional                paid-in capital                                                                                                                        |   |                                        | 57,579,772  |                            |   | 55,459,253 |   |
| Accumulated                deficit                                                                                                                               |   |                                        | (55,197,889 | )                               |   | (62,702,442 | ) |
| Total                stockholders’ equity (deficit)                                                                                                        |   |                                        | 2,384,815   |                            |   | (7,240,384 | ) |
|                                                                                                                                                                  |   | $                                           | 10,199,149  |                            | $      | 3,724,034 |   |

*See      accompanying notes to unaudited condensed consolidated financial      statements.*

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**Table          of Contents**

**Patriot      Scientific Corporation**

**Condensed      Consolidated Statements of      Operations**

**(Unaudited)**

|                                                                             |         | **Three                Months Ended**       |        |
|-----------------------------------------------------------------------------|--------------|---------------------------------------------|-------------|
|                                                         |    | **August                31, 2005**          |        | **August                31, 2004** |   |
|                                                                        |         | **As                Restated (See Note 2)** |        |
| Revenues:                                                                   |         |                                        |        |   |   |
| Licenses                and royalties                                       |         | $                                           | 10,000,000  |   | $ | — |   |
| Other                                                                       |    |                                        | 10,070      |    |   | 2,550 |   |
|                                                                        |         |                                        | 10,010,070  |   |   | 2,550 |   |
|                                                                        |         |                                        |        |   |   |   |   |
| Operating                expenses:                                          |         |                                        |        |   |   |   |   |
| Research                and development                                     |         |                                        | 88,707      |   |   | 128,304 |   |
| Selling,                general and administrative                          |         |                                        | 1,162,396   |   |   | 380,401 |   |
| Settlement                and license expense                               |    |                                        | 1,918,054   |    |   | — |   |
| Total                operating expenses                                     |    |                                        | 3,169,157   |    |   | 508,705 |   |
| Operating                income (loss)                                      |    |                                        | 6,840,913   |    |   | (506,155 | ) |
|                                                                        |         |                                        |        |   |   |   |   |
| Other                income (expense):                                      |         |                                        |        |   |   |   |   |
| Unrealized                loss on marketable securities                     |         |                                        | —     |   |   | (14,663 | ) |
| Other                income                                                 |         |                                        | 33,893      |   |   | 47,273 |   |
| Interest                expense                                             |         |                                        | (202,484    | ) |   | (613,105 | ) |
| Change                in fair value of warrant and derivative liabilities   |         |                                        | 1,079,799   |   |   | 2,220,953 |   |
| Equity                in loss of affiliated company                         |    |                                        | (247,569    | ) |   | — |   |
| Total                other income, net                                      |    |                                        | 663,639     |    |   | 1,640,458 |   |
|                                                                        |         |                                        |        |   |   |   |   |
| Net                income                                                   |    | $                                           | 7,504,552   |    | $ | 1,134,303 |   |
|                                                                        |         |                                        |        |   |   |   |   |
| Basic                income per common share                                |    | $                                           | 0.03        |    | $ | 0.01 |   |
|                                                                        |         |                                        |        |   |   |   |   |
| Diluted                income per common share                              |    | $                                           | 0.02        |    | $ | 0.00 |   |
|                                                                        |         |                                        |        |   |   |   |   |
| Weighted                average number of common shares outstanding-basic   |    |                                        | 291,335,488 |    |   | 183,060,245 |   |
|                                                                        |         |                                        |        |   |   |   |   |
| Weighted                average number of common shares outstanding-diluted |    |                                        | 367,216,524 |    |   | 256,787,601 |   |

*See      accompanying notes to unaudited condensed consolidated financial      statements.*

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**Table          of Contents**

**Patriot      Scientific Corporation**

**Condensed      Consolidated Statements of Cash      Flows**

**(Unaudited)**

|                                                                                                                                 |                | **Three                Months Ended**       |       |
|--------------------------------------------------------------------------------------------------------------------------------------|--------------------------|---------------------------------------------|------------|
|                                                                                                                            |      | **August                31, 2005**          |       | **August                31, 2004** |   |
|                                                                                                                                 |                     | **As                Restated (See Note 2)** |       |
|                                                                                                                                 |                     |                                        |       |   |   |
| **Operating                activities:**                                                                                             |                     |                                        |       |   |   |
| Net                income                                                                                                            |                     | $                                           | 7,504,552  |   | $ | 1,134,303 |   |
| Adjustments                to reconcile net income to net cash provided by (used in) operating                activities:            |                     |                                        |       |   |   |   |   |
| Amortization                and depreciation                                                                                         |                     |                                        | 14,536     |   |   | 23,648 |   |
| Equity                in loss of affiliated company                                                                                  |                     |                                        | 247,569    |   |   | — |   |
| Change                in fair value of warrant and derivative liabilities                                                            |                     |                                        | (1,079,799 | ) |   | (2,220,953 | ) |
| Net                gain related to warrant re-pricing, reconveyance and                issuance                                      |                     |                                        | (538,208   | ) |   | — |   |
| Issuance                of stock, options and warrants for services and other                                                        |                     |                                        | 81,250     |   |   | 14,800 |   |
| Unrealized                loss on marketable securities                                                                              |                     |                                        | —    |   |   | 14,663 |   |
| Accrued                interest income added to investments                                                                          |                     |                                        | (13,644    | ) |   | — |   |
| Non-cash                interest expense related to convertible debentures, notes payable                and                warrants |                     |                                        | 187,256    |   |   | 565,610 |   |
| Expense                related to extension of expiration date of stock options                                                      |                     |                                        | 125,000    |   |   | — |   |
| Changes                in operating assets and liabilities:                                                                          |                     |                                        |       |   |   |   |   |
| Accounts                receivable                                                                                                   |                     |                                        | —    |   |   | 1,225 |   |
| Prepaid                and other assets                                                                                              |                     |                                        | (85,564    | ) |   | 3,183 |   |
| Licenses                receivable                                                                                                   |                     |                                        | 750,000    |   |   | — |   |
| Accounts                payable and accrued expenses                                                                                 |                |                                        | (8,165     | ) |   | (36,155 | ) |
| Net                cash provided by (used in) operating activities                                                                   |                |                                        | 7,184,783  |    |   | (499,676 | ) |
|                                                                                                                                 |                     |                                        |       |   |   |   |   |
| **Investing                activities:**                                                                                             |                     |                                        |       |   |   |   |   |
| Purchase                of property and equipment                                                                                    |                     |                                        | (9,541     | ) |   | — |   |
| Investment                in affiliated company                                                                                      |                |                                        | (2,000,000 | ) |   | — |   |
| Net                cash used in investing activities                                                                                 |                |                                        | (2,009,541 | ) |   | — |   |
|                                                                                                                                 |                     |                                        |       |   |   |   |   |
| **Financing                activities:**                                                                                             |                     |                                        |       |   |   |   |   |
| Net                payment on line of credit                                                                                         |                     |                                        | (902       | ) |   | — |   |
| Payments                on capital lease obligations                                                                                 |                     |                                        | (2,306     | ) |   | (1,839 | ) |
| Proceeds                from exercise of common stock warrants and options                                                           |                |                                        | 206,437    |    |   | 154,431 |   |
| Net                cash provided by financing activities                                                                             |                |                                        | 203,229    |    |   | 152,592 |   |
|                                                                                                                                 |                     |                                        |       |   |   |   |   |
| **Net                increase (decrease) in cash and cash equivalents**                                                              |                     |                                        | 5,378,471  |   |   | (347,084 | ) |
| **Cash                and cash equivalents, beginning of period**                                                                    |                |                                        | 591,426    |    |   | 355,940 |   |
| **Cash                and cash equivalents, end of period**                                                                          |                | $                                           | 5,969,897  |    | $ | 8,856 |   |
|                                                                                                                                 |                     |                                        |       |   |   |   |   |
| **Supplemental                Disclosure of Cash Flow Information:**                                                                 |                     |                                        |       |   |   |   |   |
|                                                                                                                                 |                     |                                        |       |   |   |   |   |
| Cash                payments for interest                                                                                            |                | $                                           | —    |    | $ | 1,781 |   |
| Cash                payments for income taxes                                                                                        |                | $                                           | —    |    | $ | 2,400 |   |
|                                                                                                                                 |                     |                                        |       |   |   |   |   |
| **Supplemental                Disclosure of Non-Cash Investing and Financing                Activities:**                            |                     |                                        |       |   |   |   |   |
|                                                                                                                                 |                     |                                        |       |   |   |   |   |
| Convertible                debentures, notes payable and accrued interest exchanged for common                stock                  |                | $                                           | 138,540    |    | $ | 469,665 |   |
| Reclassification                of derivative liabilities associated with debt conversions and warrant                exercises      |                | $                                           | 1,569,420  |    | $ | 836,662 |   |
| Cashless                exercise of warrants                                                                                         |                | $                                           | 116        |    | $ | — |   |

*See      accompanying notes to unaudited condensed consolidated financial      statements.*

----

**Table          of Contents**

**Patriot      Scientific Corporation**

**Notes      to Unaudited Condensed Consolidated Financial      Statements**

**1.      Basis of Presentation and Summary of Significant Accounting      Policies**

**Reclassifications**

**Investment      in Affiliated Company**

**Derivative      Financial Instruments**

*Accounting      for Derivative Instruments and Hedging Activities*
*Accounting      for Derivative Financial Instruments Indexed to, and Potentially Settled in,      a      Company's Own Stock*

----

**Table          of Contents**

**Patriot      Scientific Corporation**

**Notes      to Unaudited Condensed Consolidated Financial Statements**

**Derivative      Financial Instruments, continued**

|                                   |   |   |                     |   |   |
|----------------------------------------|--------|--------|--------------------------|--------|--------|
|                                   |   | 2005   |                     | 2004   |   |
|                                   |   |   |                     |   |   |
| Estimated                dividends     |   |   | None                     |   |   | None |   |
| Expected                volatility     |   |   | 101                - 229 | %      |   | 161                - 266 | % |
| Risk-free                interest rate |   |   | 3.5                - 5.1 | %      |   | 1.3                - 4.4 | % |
| Expected                term (years)   |   |   | 2                - 7     |   |   | 2                - 7 |   |

**Revenue      Recognition**

**Net      Income Per Share**

*Earnings      Per Share*

|                                                                     |   | **Three              Months Ended August 31, 2005****As                restated (See Note 2)** |      |
|--------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------|-----------|
|                                                                          |   | Numerator                (Income)                                                              |      | Denominator                (Shares) |   | Per                Share Amount |   |
| Basic                EPS:                                                |   |                                                                                           |      |   |   |   |   |
| Net                income                                                |   | $                                                                                              | 7,504,552 |   |   | 291,335,488 |   | $ | 0.03 |   |
|                                                                     |   |                                                                                           |      |   |   |   |   |   |   |   |
| Diluted                EPS:                                              |   |                                                                                           |      |   |   |   |   |   |   |   |
| Effect                of  dilutive                 securities: |   |                                                                                           |      |   |   |   |   |   |   |   |
| Options                and  warrants                                |   |                                                                                           | —   |   |   | 75,881,036 |   |   |   |   |
| Income                available to common shareholders                   |   | $                                                                                              | 7,504,552 |   |   | 367,216,524 |   | $ | 0.02 |   |

----

**Table          of Contents**

**Patriot      Scientific Corporation**

**Notes      to Unaudited Condensed Consolidated Financial Statements**

**Net      Income Per Share, continued**

|                                                                      |   | **Three              Months Ended August 31, 2004****As                restated (See Note 2)** |      |
|---------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------|-----------|
|                                                                           |   | Numerator                (Income)                                                              |      | Denominator                (Shares) |   | Per                Share Amount |   |
| Basic                EPS:                                                 |   |                                                                                           |      |   |   |   |   |
| Net                income                                                 |   | $                                                                                              | 1,134,303 |   |   | 183,060,245 |   | $ | 0.01 |   |
|                                                                      |   |                                                                                           |      |   |   |   |   |   |   |   |
| Diluted                EPS:                                               |   |                                                                                           |      |   |   |   |   |   |   |   |
| Convertible                 debentures                 interest |   |                                                                                           | 44,524    |   |   |   |   |   |   |   |
| Effect                of  dilutive                 securities:  |   |                                                                                           |      |   |   |   |   |   |   |   |
| Convertible                 debentures                               |   |                                                                                           |      |   |   | 43,403,632 |   |   |   |   |
| Options                and  warrants                                 |   |                                                                                           | —   |   |   | 30,323,724 |   |   |   |   |
| Income                available to common shareholders                    |   | $                                                                                              | 1,178,827 |   |   | 256,787,601 |   | $ | 0.00 |   |

**Stock-Based      Compensation**

*Accounting      for Stock-Based Compensation*
*Accounting      for Equity Instruments that are Issued to Other Than Employees for Acquiring,      or      in Conjunction with Selling Goods or Services*

*Accounting      for Stock-Based Compensation—Transition and Disclosure*
*Accounting      for Stock Issued to Employees*

----

**Table          of Contents**

**Patriot      Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Stock-Based      Compensation, continued**

|                                                                                                                                                          |         | **Three                Months Ended August 31,** |      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|--------------------------------------------------|-----------|
|                                                                                                                                           |    | **2005**                                         |      | **2004** |   |
|                                                                                                                                                          |         | **As                restated (See Note 2)**      |      |
| Net                income as reported                                                                                                                         |         | $                                                | 7,504,552 |   | $ | 1,134,303 |   |
|                                                                                                                                                          |         |                                             |      |   |   |   |   |
| Add:                                                                                                                                                          |         |                                             |      |   |   |   |   |
| Share-based                compensation expense included in reported net income, net of tax                effects                                            |         |                                             | —   |   |   | — |   |
| Deduct:                                                                                                                                                       |         |                                             |      |   |   |   |   |
| Total                share-based employee compensation expense under fair value based                method                for all awards, net of tax effects |    |                                             | 182,250   |    |   | 2,883 |   |
| Pro                forma net income                                                                                                                           |    | $                                                | 7,322,302 |    | $ | 1,131,420 |   |

| Net                income per common share, as reported - basic   |    | $      | 0.03   |   | $      | 0.01   |   |
|-------------------------------------------------------------------|--------------|--------|--------|--------|--------|--------|--------|
| Net                income per common share, as reported - diluted |    | $      | 0.02   |   | $      | 0.00   |   |
|                                                              |         |   |   |   |   |   |   |
| Net                income per common share, pro forma - basic     |    | $      | 0.03   |   | $      | 0.01   |   |
| Net                income per common share, pro forma - diluted   |    | $      | 0.02   |   | $      | 0.00   |   |

**2.**
**Restatement      of Previously Issued Financial Statements**

----

**Table          of Contents**

**Patriot      Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Restatement      of Previously Issued Financial Statements, continued**

|                                                              |   |   | Condensed                Consolidated Balance Sheet |   |
|-------------------------------------------------------------------|--------|--------|-----------------------------------------------------|--------|
| As              of August 31, 2005                                |   |   | As                Previously Reported               |   |   | Adjustments |   |   | As                Restated |   |
| Cash                and cash equivalents                          |   | $      | 9,474,759                                           |   | $ | (3,504,862 | ) | $ | 5,969,897 |   |
| Total                current assets                               |   | $      | 11,868,788                                          |   | $ | (3,504,862 | ) | $ | 8,363,926 |   |
| Investment                in affiliated company                   |   | $      | —                                             |   | $ | 1,752,431 |   | $ | 1,752,431 |   |
| Total                assets                                       |   | $      | 11,951,580                                          |   | $ | (1,752,431 | ) | $ | 10,199,149 |   |
| Accrued                liabilities                                |   | $      | 472,717                                             |   | $ | (40,002 | ) | $ | 432,715 |   |
| Total                current liabilities                          |   | $      | 1,756,748                                           |   | $ | (40,002 | ) | $ | 1,716,746 |   |
| Warrant                and derivative liabilities                 |   | $      | —                                             |   | $ | 6,087,287 |   | $ | 6,087,287 |   |
| Total                liabilities                                  |   | $      | 1,767,049                                           |   | $ | 6,047,285 |   | $ | 7,814,334 |   |
| Minority                interest in equity of consolidated entity |   | $      | 1,759,431                                           |   | $ | (1,759,431 | ) | $ | — |   |
| Additional                paid-in capital                         |   | $      | 56,517,682                                          |   | $ | 1,062,090 |   | $ | 57,579,772 |   |
| Accumulated                deficit                                |   | $      | (48,095,514                                         |   | $ | (7,102,375 | ) | $ | (55,197,889 |   |
| Total                stockholders’ equity                   |   | $      | 8,425,100                                           |   | $ | (6,040,285 | ) | $ | 2,384,815 |   |
| Total                liabilities and stockholders’ equity   |   | $      | 11,951,580                                          |   | $ | (1,752,431 | ) | $ | 10,199,149 |   |

|                                                            |   | Condensed                Consolidated Statement of Operations |      |
|-----------------------------------------------------------------|--------|---------------------------------------------------------------|-----------|
| Three                months ended August 31, 2005               |   | As                Previously Reported                         |      | Adjustments |   | As                Restated |   |
| Selling                , general and administrative expense     |   | $                                                             | 1,675,719 |   | $ | (513,323 | ) | $ | 1,162,396 |   |
| Settlement                and license expense                   |   | $                                                             | 3,855,132 |   | $ | (1,937,078 | ) | $ | 1,918,054 |   |
| Total                operating expense                          |   | $                                                             | 5,619,558 |   | $ | (2,450,401 | ) | $ | 3,169,157 |   |
| Operating                income                                 |   | $                                                             | 4,390,512 |   | $ | 2,450,401 |   | $ | 6,840,913 |   |
| Other                income                                     |   | $                                                             | 53,457    |   | $ | (19,564 | ) | $ | 33,893 |   |
| Change                in fair value of warrant and derivative   |   |                                                          |      |   |   |   |   |   |   |   |
| liabilities                                                     |   | $                                                             | —   |   | $ | 1,079,799 |   | $ | 1,079,799 |   |
| Equity                in (loss) of affiliated company           |   | $                                                             | —   |   | $ | (247,569 | ) | $ | (247,569 | ) |
| Total                other income (expense)                     |   | $                                                             | (149,027  | ) | $ | 812,666 |   | $ | 663,639 |   |
| Income                before minority interest in income of     |   |                                                          |      |   |   |   |   |   |   |   |
| consolidated                entity and income taxes             |   | $                                                             | 4,241,485 |   | $ | 3,263,067 |   | $ | 7,504,552 |   |
| Minority                interest in loss of consolidated entity |   | $                                                             | 240,569   |   | $ | (240,569 | ) | $ | — |   |
| Income                before income taxes                       |   | $                                                             | 4,482,054 |   | $ | 3,022,498 |   | $ | 7,504,552 |   |
| Provision                for income taxes                       |   | $                                                             | (40,000   | ) | $ | 40,000 |   | $ | — |   |
| Net                income                                       |   | $                                                             | 4,442,054 |   | $ | 3,062,498 |   | $ | 7,504,552 |   |
| INCOME                PER COMMON SHARE:                         |   |                                                          |      |   |   |   |   |   |   |   |
| Basic                                                           |   | $                                                             | 0.02      |   | $ | 0.01 |   | $ | 0.03 |   |
| Diluted                                                         |   | $                                                             | 0.01      |   | $ | 0.01 |   | $ | 0.02 |   |

----

**Table          of Contents**

**Patriot      Scientific Corporation**

**Notes      to Unaudited Condensed Consolidated Financial Statements**

**Restatement      of Previously Issued Financial Statements, continued**

|                                                                |   | Condensed                Consolidated Statement of Cash Flows |      |
|---------------------------------------------------------------------|--------|---------------------------------------------------------------|-----------|
| Three                months ended August 31, 2005                   |   | As                Previously Reported                         |      | Adjustments |   | As                Restated |   |
| Net                income                                           |   | $                                                             | 4,442,054 |   | $ | 3,062,498 |   | $ | 7,504,552 |   |
| Equity                in earnings of affiliated company             |   | $                                                             | —   |   | $ | 247,569 |   | $ | 247,569 |   |
| Change                in fair value of warrant and                  |   |                                                          |      |   |   |   |   |   |   |   |
| derivative                liabilities                               |   | $                                                             | —   |   | $ | (1,079,799 | ) | $ | (1,079,799 | ) |
| Net                gain related to warrant re-pricing, reconveyance |   |                                                          |      |   |   |   |   |   |   |   |
| and                issuance                                         |   | $                                                             | —   |   | $ | (538,208 | ) | $ | (538,208 | ) |
| Issuance                of stock, options and warrants              |   |                                                          |      |   |   |   |   |   |   |   |
| for                services and other                               |   | $                                                             | 206,250   |   | $ | (125,000 | ) | $ | 81,250 |   |
| Non-cash                interest expense related to warrant         |   |                                                          |      |   |   |   |   |   |   |   |
| repricing                and issuance                               |   | $                                                             | 1,397,491 |   | $ | (1,397,491 | ) | $ | — |   |
| Expense                related to extension of expiration date of   |   |                                                          |      |   |   |   |   |   |   |   |
| stock                options                                        |   | $                                                             | —   |   | $ | 125,000 |   | $ | 125,000 |   |
| Loss                in consolidated entity allocated to minority    |   |                                                          |      |   |   |   |   |   |   |   |
| interest                                                            |   | $                                                             | (240,569  | ) | $ | 240,569 |   | $ | — |   |
| Changes                in accounts payable and accrued liabilities  |   | $                                                             | 31,835    |   | $ | (40,000 | ) | $ | (8,165 | ) |
| Net                cash provided by operating activities            |   | $                                                             | 6,689,645 |   | $ | 495,138 |   | $ | 7,184,783 |   |
| Investment                in affiliated company                     |   | $                                                             | —   |   | $ | (2,000,000 | ) | $ | (2,000,000 | ) |
| Net                cash used in investing activities                |   | $                                                             | (9,541    | ) | $ | (2,000,000 | ) | $ | (2,009,541 | ) |
| Minority                interest investment in consolidated entity  |   | $                                                             | 2,000,000 |   | $ | (2,000,000 | ) | $ | — |   |
| Net                cash provided by financing activities            |   | $                                                             | 2,203,229 |   | $ | (2,000,000 | ) | $ | 203,229 |   |

|                                                      |   |   | Condensed                Consolidated Balance Sheet |   |
|-----------------------------------------------------------|--------|--------|-----------------------------------------------------|--------|
| As              of May 31, 2005                           |   |   | As                Previously Reported               |   |   | Adjustments |   |   | As                Restated |   |
| Warrant                and derivative liabilities         |   | $      | —                                             |   | $ | 9,274,712 |   | $ | 9,274,712 |   |
| Total                liabilities                          |   | $      | 1,689,706                                           |   | $ | 9,274,712 |   | $ | 10,964,418 |   |
| Additional                paid-in capital                 |   | $      | 54,569,091                                          |   | $ | 890,162 |   | $ | 55,459,253 |   |
| Accumulated                deficit                        |   | $      | (52,537,568                                         | )      | $ | (10,164,874 | ) | $ | (62,702,442 | ) |
| Total                stockholders’ equity (deficit) |   | $      | 2,034,328                                           |   | $ | (9,274,712 | ) | $ | (7,240,384 | ) |

|                                                             |   | Condensed                Consolidated Statement of Operations |       |
|------------------------------------------------------------------|--------|---------------------------------------------------------------|------------|
| Three                months ended August 31, 2004                |   | As                Previously Reported                         |       | Adjustments |   | As                Restated |   |
| Interest                expense                                  |   | $                                                             | (632,906   | ) | $ | 19,801 |   | $ | (613,105 | ) |
| Change                in fair value of warrant and               |   |                                                          |       |   |   |   |   |   |   |   |
| derivative                liabilities                            |   | $                                                             | —    |   | $ | 2,220,953 |   | $ | 2,220,953 |   |
| Total                other income (expense)                      |   | $                                                             | (600,296   | ) | $ | 2,240,754 |   | $ | 1,640,458 |   |
| Income                (loss) before minority interest in loss of |   |                                                          |       |   |   |   |   |   |   |   |
| consolidated                entity and income taxes              |   | $                                                             | (1,106,451 | ) | $ | 2,240,754 |   | $ | 1,134,303 |   |
| Income                (loss) before income taxes                 |   | $                                                             | (1,106,451 | ) | $ | 2,240,754 |   | $ | 1,134,303 |   |
| Net                income (loss)                                 |   | $                                                             | (1,106,451 | ) | $ | 2,240,754 |   | $ | 1,134,303 |   |
| INCOME                (LOSS) PER COMMON SHARE:                   |   |                                                          |       |   |   |   |   |   |   |   |
| Basic                                                            |   | $                                                             | $$(0.01    | ) | $ | 0.02 |   | $ | $$0.01 |   |
| Diluted                                                          |   | $                                                             | (0.01      | ) | $ | 0.01 |   | $ | $0.00 |   |

----

**Table          of Contents**

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Restatement      of Previously Issued Financial Statements, continued**

|                                                            |   | Condensed                Consolidated Statement of Cash Flows |       |
|-----------------------------------------------------------------|--------|---------------------------------------------------------------|------------|
| Three                months ended August 31, 2004               |   | As                Previously Reported                         |       | Adjustments |   | As                Restated |   |
| Net                income (loss)                                |   | $                                                             | (1,106,451 | ) | $ | 2,240,754 |   | $ | 1,134,303 |   |
| Change                in fair value of derivative liabilities   |   | $                                                             | —    |   | $ | (2,220,953 | ) | $ | (2,220,953 | ) |
| Non-cash                interest expense related to convertible |   |                                                          |       |   |   |   |   |   |   |   |
| debentures                                                      |   | $                                                             | 585,411    |   | $ | (19,801 | ) | $ | 565,610 |   |

**3.**
**License      Agreements**

**4.**
**Investment      in Affiliated Company/License Agreement**

----

**Table          of Contents**

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Investment      in Affiliated Company/License Agreement, continued**

----

**Table          of Contents**

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Investment      in Affiliated Company/License Agreement, continued**

**UNAUDITED      CONDENSED BALANCE SHEET - Phoenix Digital Solutions, LLC**

| **Assets:**                                                  |   |   |      |
|--------------------------------------------------------------|--------|--------|-----------|
| Cash                                                         |   | $      | 3,504,863 |   |
| Total                  assets                                |   | $      | 3,504,863 |   |
|                                                         |   |   |      |   |
| **Liabilities                  and members’ equity:**  |   |   |      |   |
| Liabilities                                                  |   | $      | —   |   |
| Members’                  equity                       |   |   | 3,504,863 |   |
| Total                  liabilities and members’ equity |   | $      | 3,504,863 |   |

**UNAUDITED        CONDENSED STATEMENT OF OPERATIONS - Phoenix Digital Solutions,        LLC**

| Revenues                            |   | $      | —  |   |
|-------------------------------------|--------|--------|----------|--------|
| Operating                  expenses |   |   | 514,701  |   |
|                                |   |   |     |   |
| Operating                  loss     |   |   | (514,701 | )      |
|                                |   |   |     |   |
| Interest                  income    |   |   | 19,564   |   |
| Net                  loss           |   | $      | (495,137 | )      |

**5.**
**Convertible      Debentures**

----

**Table          of Contents**

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Convertible      Debentures, continued**

|               |   |                    |               |      |   |                      |   |                             |               |         |   |                      |   | Shares               |               |    |   |
|--------------------|--------|-------------------------|--------------------|-----------|--------|---------------------------|--------|----------------------------------|--------------------|--------------|--------|---------------------------|--------|----------------------|--------------------|---------|--------|
|               |   |                    |               |      |   | Principal                 |   |                             |               |         |   |                      |   | Converted            |               |    |   |
|               |   |                    |               |      |   | Balance                at |   |                             |               |         |   | Effective                 |   | as                of |               | Warrant |   |
|               |   | Dates                of |               | Original  |   | August                31, |   | Conversion                Prices |               | Registration |   | August                31, |   | Shares               |               |
| Series             |   | Issuance                |               | Principal |   | 2005                      |   | Initial                          |               | Reset        |   | Date                      |   | 2005                 |               | Issued  |   |
| A                  |   |                    | 4/23/02-           |      | $      | 1,000,000                 |   | $                                | —            |         | $      | 0.08616-                  |   | $                    | 0.04190-           |    |   | 10/29/2002 |   |   | 24,099,548 |   |   | 12,859,175 |   |
|                    |   |                    | 6/10/02            |      |   |                      |   |                             |               |         |   | 0.10289                   |   |                 | 0.04457            |    |   |   |   |   |   |   |   |   |   |
|               |   |                    |               |      |   |                      |   |                             |               |         |   |                      |   |                 |               |    |   |   |   |   |   |   |   |   |   |
| B                  |   |                    | 8/23/02-           |      |   | 605,000                   |   |                             | —            |         |   | 0.05126-                  |   |                 | 0.04381-           |    |   | 3/7/2003 |   |   | 14,777,350 |   |   | 11,234,835 |   |
|                    |   |                    | 1/24/03            |      |   |                      |   |                             |               |         |   | 0.0727                    |   |                 | 0.04722            |    |   |   |   |   |   |   |   |   |   |
|               |   |                    |               |      |   |                      |   |                             |               |         |   |                      |   |                 |               |    |   |   |   |   |   |   |   |   |   |
| C                  |   |                    | 3/24/02-           |      |   | 510,000                   |   |                             | —            |         |   | 0.041-                    |   |                 | 0.041-             |    |   | 6/26/2003 |   |   | 10,470,554 |   |   | 9,377,943 |   |
|                    |   |                    | 6/9/03             |      |   |                      |   |                             |               |         |   | 0.065                     |   |                 | 0.065              |    |   |   |   |   |   |   |   |   |   |
|               |   |                    |               |      |   |                      |   |                             |               |         |   |                      |   |                 |               |    |   |   |   |   |   |   |   |   |   |
| D                  |   |                    | 8/1/03-            |      |   | 547,500                   |   |                             | —            |         |   | 0.0172-                   |   |                 | 0.0172-            |    |   | 11/18/2003 |   |   | 25,178,803 |   |   | 22,455,355 |   |
|                    |   |                    | 10/21/03           |      |   |                      |   |                             |               |         |   | 0.048                     |   |                 | 0.0477             |    |   |   |   |   |   |   |   |   |   |
|               |   |                    |               |      |   |                      |   |                             |               |         |   |                      |   |                 |               |    |   |   |   |   |   |   |   |   |   |
| E                  |   |                    | 12/1/03-           |      |   | 1,527,500                 |   |                             | —            |         |   | 0.0267-                   |   |                 | 0.0267-            |    |   | 6/7/2004 |   |   | 46,794,618 |   |   | 30,395,392 |   |
|                    |   |                    | 5/11/04            |      |   |                      |   |                             |               |         |   | 0.10                      |   |                 | 0.10               |    |   |   |   |   |   |   |   |   |   |
|               |   |                    |               |      |   |                      |   |                             |               |         |   |                      |   |                 |               |    |   |   |   |   |   |   |   |   |   |
| F                  |   |                    | 3/23/04            |      |   | 723,168                   |   |                             | 723,168            |         |   | 0.09                      |   |                 | 0.09               |    |   | Not                Registered |   |   | — |   |   | 8,035,192 |   |
|                    |   |                    |               |      |   |                      |   |                             |               |         |   |                      |   |                 |               |    |   |   |   |   |   |   |   |   |   |
| G                  |   |                    | 9/28/04-           |      |   | 490,000                   |   |                             | 25,000             |         |   | 0.016710-                 |   |                 | 0.01670-           |    |   | 5/22/2006 |   |   | 20,729,062 |   |   | 21,690,815 |   |
|          |   |                    | 1/17/05            |      |   |                 |   |                             |     |         |   | 0.04                      |   |                 | 0.04               |    |   |      |   |   |     |   |   |     |   |
|     |   |                    |     |      | $      | 5,403,168                 |   | $                                | 748,168            |         |   |            |   |                 |     |    |   |     |   |   | 142,049,935 |   |   | 116,048,707 |   |

----

**Table          of Contents**

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial        Statements**

**Convertible      Debentures, continued**

| Convertible                debentures issued since April 2002       |   | $      | 5,403,168  |   |
|---------------------------------------------------------------------|--------|--------|------------|--------|
| Less:                debentures converted to common stock           |   |   | (4,655,000 | )      |
|                                                                |   |   | 748,168    |   |
| Less:                debt discount                                  |   |   | (225,623   | )      |
|                                                                |   |   |       |   |
| Convertible                debentures at August 31, 2005            |   |   | 522,545    |   |
| Less:                current portion                                |   |   | (512,244   | )      |
| Long                term portion                                    |   | $      | 10,301     |   |
|                                                                |   |   |       |   |
| Maturity                dates of outstanding convertible debentures |   |   |       |   |
| March                23, 2006                                       |   | $      | 723,168    |   |
| November                17, 2006                                    |   |   | 25,000     |   |
|                                                                |   | $      | 748,168    |   |

**6.**
**Stockholders’      Equity**

***Private      Stock Offerings***

***Stock      Options and Warrant Activity***

----

**Table          of Contents**

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial Statements**

**Stockholders’        Equity, continued**

**7.**
**Commitments      and Contingencies**

**Litigation      and Arbitration**

*Beatie      and Osborne, LLP v. Patriot Scientific Corporation*

*Lowell      Giffhorn Arbitration*

----

**Table          of Contents**

**Patriot        Scientific Corporation**

**Notes        to Unaudited Condensed Consolidated Financial Statements**

**Commitments        and Contingencies, continued**

*Patent      Litigation*

***Profit      Sharing Plan***

***Employment      Contract***

***Guarantees      and Indemnities***

----

**Table          of Contents**

| DATED:                November 7, 2006 | PATRIOT                SCIENTIFIC CORPORATION  /S/                DAVID H. POHL David                H. PohlChief                Executive Officer |
|----------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------|

| Signature                             |   | Title                                                                   |   | Date                            |
|---------------------------------------|--------|-------------------------------------------------------------------------|--------|---------------------------------|
|                                  |   |                                                                    |   |                            |
| /S/                DAVID H. POHL      |   | President,                Chief Executive Officer, and Director         |   | November                7, 2006 |
| David              H. Pohl            |   |                                                                    |   |                            |
|                                  |   |                                                                    |   |                            |
| /S/                THOMAS J. SWEENEY  |   | Chief                Financial Officer and Principal Accounting Officer |   | November                7, 2006 |
| Thomas              J. Sweeney        |   |                                                                    |   |                            |
|                                  |   |                                                                    |   |                            |
| /S/                CARLTON M. JOHNSON |   | Director                                                                |   | November                7, 2006 |
| Carlton              M. Johnson       |   |                                                                    |   |                            |
|                                  |   |                                                                    |   |                            |
| /S/                GLORIA H. FELCYN   |   | Director                                                                |   | November                7, 2006 |
| Gloria              H. Felcyn         |   |                                                                    |   |                            |
|                                  |   |                                                                    |   |                            |
| /S/                HELMUT FALK, JR.   |   | Director                                                                |   | November                7, 2006 |
| Helmut              Falk, Jr.         |   |                                                                    |   |                            |
|                                  |   |                                                                    |   |                            |
| /S/                JAMES L. TURLEY    |   | Director                                                                |   | November                7, 2006 |
| James              L. Turley          |   |                                                                    |   |                            |

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