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): February 20, 2007


                              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.

                  See Item 2.03.


ITEM 2.03         CREATION OF A DIRECT  FINANCIAL  OBLIGATION  OR AN  OBLIGATION
                  UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

                  On February 20, 2007, in  consideration  of funds  advanced to
the  Registrant in the aggregate  amount of $200,000,  the  Registrant  issued a
Secured  Convertible  Promissory  Note (the "NOTE") in favor of Apex  Investment
Fund V, L.P. ("APEX"),  in the aggregate principal amount of $200,000.00,  and a
five (5) year  warrant to purchase  200,000  shares of the  Registrant's  common
stock at an exercise price of $1.00 per share. The Registrants obligations under
the Note are  secured by liens on all  assets of the  Registrant  pursuant  to a
Security  Agreement entered into by the Registrant and Apex on February 20, 2007
(the "SECURITY AGREEMENT").

                  The aggregate amounts (including the principal and any accrued
interest)  under the Note are payable by the Registrant to Apex on demand,  with
simple interest  accruing on any unpaid principal amount at 9% per annum. At the
option of Apex, the Note is convertible into shares of the  Registrant's  common
stock at any time,  in an amount  equal to the  quotient  of the  amounts  being
converted  under the Notes  divided by the offering  price per share  associated
with any offering of equity  securities made by the Registrant,  or in an amount
equal to the quotient of the amounts being converted  divided by the fair market
value  of  such  shares.  The  Security  Agreement   terminates  upon  the  full
satisfaction  of the  Registrant's  obligations  under  the  Note  or  upon  the
conversion of the Note.


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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:    February 26, 2007              By:   /s/ Martin T. Johnson
                                              ---------------------------------
                                              Martin T. Johnson
                                              Chief Financial Officer


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