From Pohl's Sept '06 Letter to SH
Annual Financial Report Temporarily Delayed
The recently announced temporary delay in filing the 2006 Form 10-KSB in a timely manner is extremely frustrating for the directors and officers of the Company. We take responsibility for the delay. The explanation includes many weeks of concentrated effort and attention by our financial team in dealing with complex accounting issues that included ongoing consultations with our professional advisors.
The initial notice of the possible need to restate our financials was raised by our current auditors while the annual audit and preparation of the 2006 Form 10-KSB was in progress. During a careful review of that matter, we learned that the Company's prior auditors required certain calculations involved in considering a restatement of the Company's financials-for periods with which the prior auditors had been involved-to be determined by an independent study. A study was commissioned by the Company and the methodology and progress was provided to the prior auditors at various stages through the final completion on September 11, 2006. The next day, which was the day before the deadline for timely filing of the Form 10-KSB, the Company's prior auditors informed the Company of their decision that a different methodology than that which was applied in the independent study should be used. They informed us that without our using this new methodology, they would not be prepared to issue their opinion. The methodology was one that would have taken two weeks to complete. The result was that the Company was unable to file the Form 10-KSB on time.
Patriot filed documents with the SEC on September 13 and 15, 2006, summarizing reasons for the delay in filing the Annual Report on Form 10-KSB. On September 13, 2006, the Company filed a Form 8-K, in which Patriot reported that it will restate its financial statements for the year ended May 31, 2005, and the related quarterly reports for the quarters ended August 31, 2005, November 30, 2005 and February 28, 2006. The issue pertaining to the embedded derivatives as described in that 8-K also relates to the previous fiscal years ended May 31, 2004, May 31, 2003 and May 31, 2002. Please refer to a copy of that public document for a more technical explanation. Two days later, on September 15, 2006, after further deliberation, the Company filed a Form 8-KA announcing in part that we will rely solely upon our current principal independent auditors as we prepare for and file all these financial restatements - meaning without further participation from our former auditors.
http://www.design-reuse.com/news/14276/letter-david-pohl-chairman-ceo-patriot-corporation.html
Certainly not bad faith intent.. but it was a major over cite & cost us an 'e' for nearly a month.
5 yrs.. before the wrong methodology was caught.. Where was the Audit Committee?
