UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of Earliest Event Reported): November 16, 2006


                              PATRON SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                  000-25675                    74-3055158
(State or other jurisdiction       (Commission                (I.R.S. Employer
      of incorporation)            File Number)              Identification No.)

                        5775 FLATIRON PARKWAY, SUITE 230
                             BOULDER, COLORADO 80301
                (Address of Principal Executive Offices/Zip Code)

                                 (303) 541-1005
              (Registrant's telephone number, including area code)


         Check the  appropriate  box below if the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

[_]      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange ct (17 CFR 240.14d-2(B))

[_]      Pre-commencement  communications  pursuant to Rule 13e-4(c))  under the
         Exchange Act (17 CFR 240.13e-4c))





ITEM 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 3.02.        UNREGISTERED SALES OF EQUITY SECURITIES.

         On November 16, 2006, the  Registrant  completed the final closing of a
financing  (the "Series B  Financing")  in the amount of  $870,000,  through the
issuance  of  units,  at a  purchase  price of  $100,000  per  unit,  each  unit
consisting  of (i) 20 shares of Series B Preferred  Stock and (ii) Common  Stock
Purchase  Warrants  ("Warrants")  to  purchase up to 50% of the shares of Common
Stock  issuable upon the  conversion  of the shares of Series B Preferred  Stock
purchased  ("Units").  The  Registrant  issued 174 shares of Series B  Preferred
Stock  (convertible  into  1,060,986  shares of Common  Stock) and  Warrants  to
purchase 530,497 shares of Common Stock to the investors in the final closing of
the Series B  Financing.  The  Warrants  have a term of 5 years and an  exercise
price of $1.03 per share.  The Registrant has agreed to file with the Securities
and  Exchange  Commission,  no  later  than 90 days  after  the  closing  date a
registration  statement  for the resale of the shares of Common  Stock  issuable
upon exercise of the Warrants and conversion of the Series B Preferred Stock.

         The  aggregate  proceeds in the final closing of the Series B Financing
were comprised of $290,000 provided by Apex Investment Fund V, L.P. and $580,000
from  18  accredited  investors  introduced  by  Laidlaw  &  Company  (UK)  Ltd.
("Laidlaw").

         Laidlaw  acted as placement  agent in the Series B  Financing.  For its
services as placement  agent, in connection with the final closing of the Series
B  Financing,  the  Registrant  paid Laidlaw a cash fee of $72,085 and issued to
Laidlaw warrants to purchase up to 159,149 shares of Common Stock at an exercise
price of $1.03 per share.  The Registrant has agreed to file with the Securities
and  Exchange  Commission,  no  later  than 90 days  after  the  closing  date a
registration  statement  for the resale of the shares of Common  Stock  issuable
upon exercise of the Warrants issued to Laidlaw.

         The  issuance  and  sale  of  the  securities  issued  or  issuable  in
connection with the final closing of the Series B Financing were exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (the "Securities Act") pursuant to Rule 506 promulgated under Section
4(2) of the Securities Act.


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                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                                PATRON SYSTEMS, INC.

Date:    November 22, 2006                  By: /s/ Martin T. Johnson
                                                --------------------------------
                                                Martin T. Johnson
                                                Chief Financial Officer


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