UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
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OMB Number: 3235-0058
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SEC File Number 000-25675
Cusip Number 200256-10-5
NOTIFICATION OF LATE FILING
(Check one) [X] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR
[ ] Form N-CSR
For period ended DECEMBER 31, 2005
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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 INSTRUCTION (ON BACK PAGE) 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:
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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 reasons 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 Form
|X| | 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-KSB, for the fiscal year ended
December 31, 2005, could not be filed within the prescribed time period
due to difficulties with accessing the EDGAR system within the time
period allotted.
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 April 3, 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's total revenues were $641,740 in the fiscal year ended December
31, 2005, versus $0 in fiscal 2004. The increase in total revenues resulted from
business combinations that the Registrant consummated with its current
subsidiaries in February and March of 2005.
The Registrant's net loss was approximately $44.446 million, or $0.76 per share,
for the fiscal year ended December 31, 2005, compared to a net loss of $4.665
million, or $0.12 per share, for the prior year.
12b25-4