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Message: Re: Not Sure I Believe the Warrant Theory - Kelmacster from 13-g

Feb 28, 2007 03:51AM

Feb 28, 2007 04:14AM

Feb 28, 2007 04:17AM

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

Lincoln Ventures, LLC - 30,167,239*

Swartz Private Equity, LLC - 30,167,239*

* Assuming that the Issuer had 304,719,593 shares issued and outstanding as of February 9, 2006, which is the number indicated by a certified statement from the Issuer’s transfer agent, Interwest Transfer Company, Inc, then Lincoln Ventures, LLC (“Lincoln”) and Swartz Private Equity, LLC (“SPE”) have beneficial ownership of the above number of shares of common stock. Lincoln and Swartz each hold Warrants to purchase common stock of the company. The documents governing the terms of the Warrants contain a provision prohibiting Lincoln and SPE, as applicable, from exercising warrants for shares of Common Stock if doing so would result in the Reporting Persons and their affiliates beneficially owning shares of Common Stock that represent more than 9.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934. As a result, the Reporting Persons did not beneficially own more than 9.99% of the outstanding Common Stock. This number assumes that Lincoln Ventures, LLC and Swartz Private Equity, LLC may be deemed to be affiliated and under common control.

(iv)

Shared power to dispose or to direct the disposition of

30,167,239. (Assuming the Lincoln Ventures, LLC and Swartz Private Equity, LLC are deemed to be under common control). See “*” in Item 4(a) above.

EXHIBIT A

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to the joint filing on behalf of each of them of a statement on Schedule 13G and all amendments thereto with respect to the Common Stock, $0.00001 par value per share of Patriot Scientific Corporation beneficially owned by each of them, and the inclusion of this Joint Filing Agreement as an exhibit thereto.


Feb 28, 2007 09:41AM

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Feb 28, 2007 10:59AM

Feb 28, 2007 11:09AM

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Feb 28, 2007 12:25PM
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