UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
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SEC File Number 000-25675
Cusip Number 70337V108
NOTIFICATION OF LATE FILING
(Check one) [_] Form 10-K [_] Form 20-F [_] Form 11-K
[X] Form 10-Q [_] Form 10-D [_] Form N-SAR
[_] Form N-CSR
For period ended: MARCH 31, 2006
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___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
For the transition period ended: ___________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
12b25-1
PART I
REGISTRANT INFORMATION
Full name of registrant PATRON SYSTEMS, INC.
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER)
5775 FLATIRON PARKWAY, SUITE 230
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City, state and zip code BOULDER, COLORADO 80301
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PART II
RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
| (a) The reason described in reasonable detail in Part III of this
| form could not be eliminated X without unreasonable effort or
| expense;
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or
[X] | Form N-CSR, or portion thereof will be filed on or before the
| fifteenth calendar day following the prescribed due date; or
| the subject quarterly report or transition report on Form
| 10-Q or subject distribution report on Form 10-D, or portion
| thereof, will be filed on of before the fifth calendar day
| following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's Form 10-QSB, for the fiscal quarter ended
March 31, 2006, could not be filed within the prescribed time period
because certain information and data relating to and necessary for the
completion of the Registrant's financial statements and management's
discussion and analysis of financial condition and results of
operations could not be obtained by Registrant within such time period
without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
ROBERT CROSS (303) 541-1005
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or
15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [_] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [_] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
PATRON SYSTEMS, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 15, 2006 By: /s/ Robert Cross
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Name: Robert Cross
Title: Chief Executive Officer
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C.
1001).
12b25-3
PART IV - OTHER INFORMATION
(3) EXPLANATION OF CHANGE
The Registrant consummated a financing transaction and various settlements of
outstanding obligations in the first part of the current fiscal year. The
Registrant intends to file financial statements which will reflect the impact of
the financing transaction and the various settlements and anticipates that these
statements will reflect changes in the Registrant's financial condition over the
stated period.
12b25-4