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): December 11, 2002
                                                         -----------------

                              PATRON HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


         Nevada                          0-25675                   88-0346441
(State or Other Jurisdiction     (Commission File Number)        (IRS Employer
      of Incorporation)                                      Identification No.)


212 West Kinzie Street, Chicago, Illinois                                60610
(Address of Principal Executive Offices)                              (Zip Code)


       Registrant's telephone number, including area code: (312) 493-2171


                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)



Item 4. Changes in Registrant's Certifying Accountant.

     Patron Holdings, Inc. (the "Company") has engaged Grant Thornton, LP ("GT")
as its new independent auditor, effective December 11, 2002. During the years
ended December 31, 2000 and December 31, 2001 and the interim period between
December 31, 2001 and December 10, 2002, the Company did not consult with GT
regarding (i) the application of accounting principles to a specified
transaction, either completed or proposed, (ii) the type of audit opinion that
might be rendered on the Company's financial statements or (iii) any matter that
was either the subject of a disagreement or a reportable event.

     On December 13, 2002, the Company received the resignation of its prior
auditor, Grassano Accounting, PA ("Grassano"). Grassano's report on the
financial statements of the Company for the year ended December 31, 2001 did not
contain an adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles. Grassano did
not audit the Company's financial statements for the year ended December 31,
2000. The Company's dismissal of its auditors for the year ended December 31,
2000 and its retention of Grassano are reflected in the Current Report on Form
8-K filed by the Company on March 27, 2002 and amended on July 8, 2002, each of
which reports are incorporated herein by reference.

     During the year ended December 31, 2001 and the interim period between
December 31, 2001 and December 12, 2002, there were no disagreements between the
Company and Grassano on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Grassano, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report. A letter from Grassano is attached as Exhibit 16.1
to this Report.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

Exhibit
Number        Description of Exhibit
-------       ----------------------

16.1          Letter of Grassano Accounting PA regarding change in certifying
accountant.

16.2          Current Report on Form 8-K, filed by the Company on March 27, 2002
and incorporated herein by reference.

16.3          Current Report on Form 8-K, filed by the Company on July 8, 2002
and incorporated herein by reference.



                                   SIGNATURES

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

                                                PATRON HOLDINGS, INC.

                                                By: /s/ Marie Meisenbach Graul
                                                    --------------------------
                                                    Marie Meisenbach Graul
                                                    Chief Financial Officer

Date: December 16, 2002



                                  EXHIBIT INDEX

Exhibit
Number           Description of Exhibit
-------          ----------------------
*16.1            Letter of Grassano Accounting PA regarding change in certifying
                 accountant.

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* Filed herewith.