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


                                   FORM 8-K/A

                                 AMENDMENT NO. 1


                                 CURRENT REPORT

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


       Date of Report (Date of Earliest Event Reported):  October 11, 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))



     This Current Report on Form 8-K/A amends Items 1.01 and 3.01 of the Current
Report  on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
October  17, 2006 (the "Form 8-K"), regarding the Registrant's completion of the
first  closing  of  a  financing  in  the amount of $3,120,966.  The Form 8-K is
hereby  amended  to  insert  those  items  as  set  forth  herein.


ITEM  1.01     ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT.
ITEM  3.02.    UNREGISTERED  SALES  OF  EQUITY  SECURITIES.

     On  October  13, 2006, pursuant to the execution of subscription agreements
on  October  12, 2006, the Registrant completed the first closing of a financing
(the"Series  B  Financing") in the amount of $3,120,966, 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 624.2 shares of Series B Preferred Stock (convertible into
1,732,804  shares  of  Common  Stock) and Warrants to purchase 866,419 shares of
Common  Stock  to  the investors in the first closing of the Series B Financing.
The  Warrants  have  a term of 5 years and an exercise price of the lesser of i)
$2.40 per share or ii) that price per share equal to the volume weighted average
closing  price of the Common Stock for the 10 trading days prior to the original
issuance date of the applicable shares of Series B Preferred Stock, based on the
stated  value of the Series B Preferred, subject to adjustment for stock splits,
dividends,  recapitalizations,  reclassifications, payments made to Common Stock
holders  and  other similar events and for issuances of additional securities at
prices  more  favorable  than the conversion price at the date of such issuance.
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 first closing of the Series B Financing were
comprised  of $1,040,322 provided by Apex Investment Fund V, L.P. and $2,080,644
from  forty-five  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 first closing of the Series
B  Financing,  the  Registrant paid Laidlaw a cash fee of $280,484 and issued to
Laidlaw warrants to purchase up to 259,920 shares of Common Stock at an exercise
price  of  the lesser of i) $2.40 per share or ii) that price per share equal to
the volume weighted average closing price of the Common Stock for the 10 trading
days  prior  to  the original issuance date of the applicable shares of Series B
Preferred  Stock,  based  on  the  stated value of the Series B Preferred Stock,
subject  to  adjustment  for  stock  splits,  dividends,  recapitalizations,
reclassifications,  payments  made  to  Common  Stock  holders and other similar
events  and for issuances of additional securities at prices more favorable than
the  conversion price at the date of such issuance. 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  first  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.



                                    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:  October  25,  2006          By:    /s/ Robert Cross
                                          ----------------------------
                                          Robert  Cross
                                          Chief  Executive  Officer