UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities

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1. Issuer's Identity

CIK (Filer ID Number)Previous Names Entity Type Name of Issuer Jurisdiction of Incorporation/Organization Year of Incorporation/Organization

None
0000836564	PATRIOT FINANCIAL CORP	X Corporation Limited Partnership Limited Liability Company General Partnership Business Trust Other (Specify)
PATRIOT SCIENTIFIC CORP
DELAWARE
X Over Five Years Ago Within Last Five Years (Specify Year) Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer Street Address 1Street Address 2 CityState/Province/CountryZIP/PostalCodePhone Number of Issuer

PATRIOT SCIENTIFIC CORP
6183 PASEO DEL NORTE	SUITE 180
CARLSBAD	CA	92011	760-547-2700

3. Related Persons

Last NameFirst NameMiddle Name Street Address 1Street Address 2 CityState/Province/CountryZIP/PostalCode

Flowers	Clifford
6183 PASEO DEL NORTE	SUITE 180
CARLSBAD	CA	92011

Relationship:

X

Executive Officer

Director

Promoter

Clarification of Response (if Necessary):

Last NameFirst NameMiddle Name Street Address 1Street Address 2 CityState/Province/CountryZIP/PostalCode

Johnson, Jr.	Carlton	M.
6183 PASEO DEL NORTE	SUITE 180
CARLSBAD	CA	92011

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

Last NameFirst NameMiddle Name Street Address 1Street Address 2 CityState/Province/CountryZIP/PostalCode

Falk, Jr.	Helmut
6183 PASEO DEL NORTE	SUITE 180
CARLSBAD	CA	92011

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

Last NameFirst NameMiddle Name Street Address 1Street Address 2 CityState/Province/CountryZIP/PostalCode

Felcyn	Gloria	H.
6183 PASEO DEL NORTE	SUITE 180
CARLSBAD	CA	92011

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

Last NameFirst NameMiddle Name Street Address 1Street Address 2 CityState/Province/CountryZIP/PostalCode

Schrock	Donald	E.
6183 PASEO DEL NORTE	SUITE 180
CARLSBAD	CA	92011

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

Last NameFirst NameMiddle Name Street Address 1Street Address 2 CityState/Province/CountryZIP/PostalCode

Tredennick III	Harry	L.
6183 PASEO DEL NORTE	SUITE 180
CARLSBAD	CA	92011

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

Last NameFirst NameMiddle Name Street Address 1Street Address 2 CityState/Province/CountryZIP/PostalCode

Mistry	Dharmesh
6183 PASEO DEL NORTE	SUITE 180
CARLSBAD	CA	92011

Relationship:

Executive Officer

X

Director

Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No Other Banking & Financial Services Business Services Energy Coal Mining Electric Utilities Energy Conservation Environmental Services Oil & Gas Other Energy

Health Care Biotechnology Health Insurance Hospitals & Physicians Pharmaceuticals Other Health Care Manufacturing Real Estate Commercial Construction REITS & Finance Residential Other Real Estate

Retailing Restaurants Technology Computers Telecommunications X Other Technology Travel Airlines & Airports Lodging & Conventions Tourism & Travel Services Other Travel Other

5. Issuer Size

Revenue RangeORAggregate Net Asset Value Range

	No Revenues		No Aggregate Net Asset Value
	$1 - $1,000,000		$1 - $5,000,000
	$1,000,001 - $5,000,000		$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000		$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000		$50,000,001 - $100,000,000
	Over $100,000,000		Over $100,000,000
X	Decline to Disclose		Decline to Disclose
	Not Applicable		Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

	Rule 504(b)(1) (not (i), (ii) or (iii))		Rule 505
	Rule 504 (b)(1)(i)	X	Rule 506
	Rule 504 (b)(1)(ii)		Securities Act Section 4(6)
	Rule 504 (b)(1)(iii)		Investment Company Act Section 3(c)
	Section 3(c)(1) Section 3(c)(9) Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)

7. Type of Filing

X	New Notice		Date of First Sale	2010-01-25			First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes X No

9. Type(s) of Securities Offered (select all that apply)

	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor

$0

USD

12. Sales Compensation

13. Offering and Sales Amounts

Total Offering Amount	$3,750	USD	or Indefinite
Total Amount Sold	$3,750	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Warrants to purchase 25,000 shares of common stock at an exercise price of $0.15 were issued to settle a claim against the company

14. Investors

X	Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.	1
	Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:	1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.* Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed. Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

IssuerSignatureName of SignerTitleDate

PATRIOT SCIENTIFIC CORPORATION	/s/ Clifford Flowers	Clifford Flowers	Chief Financial Officer	2010-01-25

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.