As filed with the Securities and Exchange
Commission on July 24, 2006                        Registration No. ____________
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   ----------
                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              (AMENDMENT NO. ____)
                                   ----------
                              PATRON SYSTEMS, INC.
                 (Name of Small Business Issuer in Its Charter)

          DELAWARE                                              7372
State or Other Jurisdiction of                      (Primary Standard Industrial
Incorporation or Organization                        Classification Code Number)

                                   74-3055158
                                (I.R.S. Employer
                              Identification No.)

                        5775 FLATIRON PARKWAY, SUITE 230
                             BOULDER, COLORADO 80301
                                 (303) 541-1005
          (Address and Telephone Number of Principal Executive Offices)

                      ROBERT CROSS, CHIEF EXECUTIVE OFFICER
                              PATRON SYSTEMS, INC.
                        5775 FLATIRON PARKWAY, SUITE 230
                             BOULDER, COLORADO 80301
                                 (303) 541-1005


                                    Copy to:

                             V. JOSEPH STUBBS, ESQ.
                         STUBBS ALDERTON & MARKILES, LLP
                       15260 VENTURA BOULEVARD, 20TH FLOOR
                         SHERMAN OAKS, CALIFORNIA 91436
                                 (818) 444-4500
            (Name, Address and Telephone Number of Agent for Service)

                                   ----------

Approximate  date of proposed sale to the public:  AS SOON AS PRACTICABLE  AFTER
THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. |_|_______________________________

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_| _______________________________________________

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for              the              same               offering.               |_|
_________________________________________________________

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |_|





                         CALCULATION OF REGISTRATION FEE

                         CALCULATION OF REGISTRATION FEE

========================================================================================

                                                               PROPOSED
                                               PROPOSED        MAXIMUM
     TITLE OF EACH                             MAXIMUM         AGGREGATE      AMOUNT OF
   CLASS OF SECURITIES      AMOUNT TO BE    OFFERING PRICE     OFFERING     REGISTRATION
     TO BE REGISTERED      REGISTERED (1)    PER UNIT (2)      PRICE (2)        FEE
------------------------   --------------   --------------   ------------   ------------
                                                                  
Common Stock, par value
   $0.01 per share         516,040,188 (3)      $0.10        $51,604,019      $5,521.63
----------------------------------------------------------------------------------------
   TOTAL                   516,040,188 (3)                   $51,604,019      $5,521.63
----------------------------------------------------------------------------------------


(1)   In  the  event  of  a  stock  split,  stock  dividend,  or  other  similar
      transaction  involving the Registrant's  common stock, in order to prevent
      dilution, the number of shares registered shall automatically be increased
      to cover the  additional  shares in accordance  with Rule 416(a) under the
      Securities Act.
(2)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant  to Rule  457(c)  under  the  Securities  Act of 1933,  using the
      average of the high and low price as reported on the OTC Bulletin Board on
      July 21, 2006.
(3)   Consists  of (i)  30,151,047  shares of  common  stock  issued in  various
      transactions  over the past two years,  (ii)  60,256,264  shares of common
      stock  issuable  upon the  conversion  of Series A  Convertible  Preferred
      Stock,  (iii)  369,909,461  shares  of  common  stock  issuable  upon  the
      conversion of Series A-1  Convertible  Preferred  Stock,  (iv)  40,176,183
      shares of common stock issuable upon the exercise of common stock purchase
      warrants  and (v)  15,547,233  shares of common  stock  issuable  upon the
      exercise of outstanding stock options.

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.





                   Subject to completion, dated July 24, 2006

                                   PROSPECTUS

                              PATRON SYSTEMS, INC.

                       516,040,188 Shares of Common Stock

This prospectus  relates to the offer and sale by certain  selling  stockholders
identified in this prospectus (the "Selling Stockholders") of up to an aggregate
of  516,040,188  shares of common  stock,  par  value  $0.01 per share  ("Common
Stock") which includes (i)  30,151,047  shares of Common Stock issued in various
transactions  over the past two years,  (ii) 60,256,264 shares issuable upon the
conversion  of our Series A  Convertible  Preferred  Stock  ("Series A Preferred
Stock"), (iii) 369,909,461 shares issuable upon the conversion of our Series A-1
Convertible  Preferred  Stock ("Series A-1 Preferred  Stock"),  (iv)  40,176,183
shares of Common  Stock  issuable  upon the  exercise of common  stock  purchase
warrants and (v) 15,547,233 shares of Common Stock issuable upon the exercise of
stock  options.  All of such shares of Common Stock are being offered for resale
by the Selling Stockholders.

The prices at which the Selling  Stockholders may sell shares will be determined
by the prevailing market price for the shares or in negotiated transactions.  We
will not  receive  any of the  proceeds  from the  sale of these  shares  by the
Selling  Stockholders.  However,  we will receive  proceeds from the exercise of
warrants if exercised by the Selling  Stockholders  and we will receive proceeds
from the exercise of stock options if exercised by the Selling Stockholders. Any
such proceeds will be used for working capital and general corporate purposes.

We will bear all costs  relating  to the  registration  of the  shares of Common
Stock to be sold  hereunder,  other  than  any  Selling  Stockholder's  legal or
accounting costs or commissions.

Our  Common  Stock is  quoted  on the  regulated  quotation  service  of the OTC
Bulletin  Board  under the symbol  "PTRS.OB"  The last sales price of our Common
Stock on July 21,  2006 as  reported  by the OTC  Bulletin  Board  was $0.10 per
share.

The  information  in this  prospectus is not complete and may be changed.  These
securities  may not be sold (except  pursuant to a  transaction  exempt from the
registration  requirements  of the  Securities  Act of  1993,  as  amended  (the
"Securities  Act")) until the  registration  statement filed with the Securities
and Exchange Commission ("SEC") is declared effective. This prospectus is not an
offer to sell these  securities  and it is not  soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

INVESTING  IN OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU SHOULD READ
THIS ENTIRE PROSPECTUS CAREFULLY,  INCLUDING THE SECTION ENTITLED "RISK FACTORS"
BEGINNING ON PAGE 4 WHICH  DESCRIBES  CERTAIN  MATERIAL  RISK FACTORS YOU SHOULD
CONSIDER BEFORE INVESTING.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS APPROVED OR DISAPPROVED  OF THESE  SECURITIES,  OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                 The date of this prospectus is __________, 2006


                                       i



                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----

Prospectus Summary                                                           1
Risk Factors                                                                 4
Forward-looking Statements                                                   11
Use of Proceeds                                                              11
Selling Stockholders                                                         12
Plan of Distribution                                                         26
Security Ownership of Certain Beneficial Owners and Management               27
Description of Securities                                                    34
Legal Matters                                                                36
Experts                                                                      36
Disclosure of Commission Position on Indemnification for
   Securities Act Liabilities                                                36
Description of Business                                                      37
Management's Discussion and Analysis or Plan of Operation                    44
Certain Relationships and Related Transactions                               54
Market For Our Common Stock and Related Stockholder Matters                  56
Where You Can Find More information                                          60
Index to Financial Statements - December 31, 2005                            61
Index to Financial Statements - March 31, 2006                               102
Changes in Accountant                                                        131
Information Not Required in Prospectus                                       132



You should rely only on the information  contained in this prospectus and in any
prospectus supplement we may file after the date of this prospectus. We have not
authorized anyone to provide you with different information.  If anyone provides
you with different or inconsistent  information,  you should not rely on it. The
Selling  Stockholders  will not make an offer to sell  these  securities  in any
jurisdiction where an offer or sale is not permitted. You should assume that the
information appearing in this prospectus or any supplement is accurate as of the
date on the front cover of this prospectus or any supplement only, regardless of
the time of  delivery of this  prospectus  or any  supplement  or of any sale of
Common  Stock.  Our business,  financial  condition,  results of operations  and
prospects may have changed since that date.


                                       ii



                               PROSPECTUS SUMMARY

The following summary highlights  aspects of the offering.  This prospectus does
not contain all of the information that may be important to you. You should read
this entire prospectus  carefully,  including the "Risk Factors" section and the
financial  statements,  related  notes and the other more  detailed  information
appearing  elsewhere in this  prospectus  before making an investment  decision.
Unless  otherwise  indicated,  all references to "we",  "us",  "our" and similar
terms, as well as references to the  "Registrant" in this  prospectus,  refer to
Patron Systems, Inc. and not to the Selling Stockholders.

CORPORATE BACKGROUND

Patron  Systems,  Inc., a Delaware  corporation  ("Systems") was formed in April
2002 to provide  comprehensive,  end-to-end  information  security  solutions to
global corporations and government  institutions.  Systems' business plan was to
acquire and  operate  high  profit  potential  companies  with  technologies  in
information  and homeland  security  applications  for businesses and government
institutions.

On October 11, 2002, Combined Professional Services,  Inc. ("CPS"),  Systems and
the  stockholders  of Systems  consummated a share exchange  ("Share  Exchange")
pursuant to an Amended and Restated Share Exchange Agreement, whereby CPS issued
to each Systems  stockholder,  on a one-for-one basis and in exchange for all of
the  outstanding  shares of Systems'  capital stock,  an aggregate of 25,400,000
shares of its common stock. Upon the closing of the Share Exchange,  the Systems
stockholders held approximately 85% of the outstanding capital stock of CPS, and
Systems  became a wholly owned  subsidiary  of CPS. The former  stockholders  of
Systems became the majority  owners of CPS following the completion of the Share
Exchange.  Accordingly,  Systems  was  deemed  to be the  acquirer  of  CPS  for
accounting  purposes and the  transaction  was accounted for as a reverse merger
and recapitalization of Systems.

On November 22, 2002, CPS announced that it changed its name to Patron Holdings,
Inc. ("Holdings"), effective as of November 21, 2002, and that it would trade on
the OTC Bulletin Board under the symbol "PAHG."

On March 27,  2003,  Holdings  merged  with and into  Systems for the purpose of
changing its state of  incorporation  from Nevada to Delaware  ("Redomestication
Merger").  Systems was the surviving corporation of the Redomestication  Merger,
and its Second Amended and Restated  Certificate of  Incorporation,  Amended and
Restated  Bylaws and Board of  Directors  became  the  governing  documents  and
governing  body,  respectively,  of the  surviving  corporation.  The  surviving
corporation  is referred to herein as "we," "us," the  "Company" or "Patron." In
connection  with  the  Redomestication  Merger,  Patron  filed  with  the  SEC a
successor  entity  report on Form  8K-12g-3,  whereby  Patron  succeeded  to the
reporting obligations of Holdings under the Exchange Act.

Subsequent  to the  Redomestication  Merger  and  prior to the  acquisitions  we
consummated on February 25, 2005 and March 30, 2005  (described  below),  we had
minimal  business  operations.  As of September  25, 2003,  all of our employees
except for our Chief Executive Officer had resigned. Upon the resignation of our
Chief  Executive  Officer on January 21, 2004,  we had no employees and only one
Director, the non-executive Chairman of the Board.

In  April of 2004,  we  failed  to meet the  reporting  requirements  under  the
Exchange Act. As a result,  we were  de-listed  from NASDAQ's OTC Bulletin Board
quotation system. During 2005, we completed the filing of a Form 10-KSB covering
the period from April 30, 2002  (inception) to December 31, 2004,  completed the
filing of Forms 10-QSB for the periods ending March 31, 2005,  June 30, 2005 and
September  30,  2005 and  filed a Form  8-K  covering  each of the  acquisitions
completed on February  25, 2005 and March 30, 2005.  We are current with all SEC
filings as of December  31, 2005.  Since  November 14, 2005 our listing has been
reinstated on NASDAQ's OTC Bulletin Board quotation system.

On February 25, 2005,  we  consummated  the  acquisitions  of Complete  Security
Solutions,  Inc. and LucidLine,  Inc.  pursuant to the filings of Agreements and
Plans of Merger  with the  Secretaries  of State of the States of  Delaware  and
Illinois, respectively. On February 28, 2005, we consummated a private placement
with accredited  investors in the amount of $3.5 million.  On March 30, 2005, we
consummated the acquisition of Entelagent Software Corp.



                                       1


pursuant to the filing of an Amended and Restated  Agreement  and Plan of Merger
with the Secretary of State of the State of California.

During  2005,  we completed 3 financings  (Interim  Bridge  Financing I, Interim
Bridge Financing II and Interim Bridge Financing III) which totaled $11,277,000.
These financings  involved the issuance of 10% convertible notes and warrants to
purchase the Company's Common Stock.

On January 12, 2006, we issued a Stock  Subscription  Agreement & Mutual Release
to each of our creditors  and claimants  pursuant to which we would sell to such
creditors  and/or claimants shares of Series A-1 Preferred Stock in exchange for
a final and binding settlement with respect to any and all claims,  liabilities,
demands,   causes  of  action,   costs,   expenses,   attorneys  fees,  damages,
indemnities, and obligations of every kind and nature that such creditors and/or
claimants  may have with or against us.  Creditors  and/or  claimants  that have
accepted our offer have been issued and aggregate of 36,990,946 shares of Series
A-1 Preferred Stock. The shares of Series A-1 Preferred Stock will automatically
convert into  369,909,461  shares of the Common Stock at such time that we amend
our certificate of incorporation,  as amended,  to provide for the conversion of
all shares of Series A-1 Preferred Stock. As of July 21, 2006, 36,990,946 shares
of Series A-1 Preferred Stock were  outstanding,  convertible  into  369,909,461
shares of Common Stock.

On March 27, 2006,  pursuant to the consummation of the Series A Preferred Stock
financing for aggregate  proceeds of $4,820,501,  we issued to the purchasers of
Series A Preferred  Stock an aggregate of 964 shares of Series A Preferred Stock
and warrants to purchase an aggregate of 20,085,446  shares of Common Stock. The
964  shares of Series A  Preferred  Stock are,  subject  to certain  conditions,
convertible at the option of the holders thereof,  into 60,256,264 shares of the
Company's Common Stock.

Beginning in late 2005,  our  management  undertook a review of all areas of our
business.  Because of our limited  financial  resources,  a decision was made to
streamline  our business to focus on enterprise  software and service  solutions
designed  to help  customers  create,  manage and apply  complex  rule sets that
support  business  policies,  enhance work flow  processes,  enforce  regulatory
compliance  and  reduce  the  time,  cost and  overhead  of  electronic  message
management.

In light of this change in focus,  on April 18,  2006,  we entered  into a Stock
Purchase  Agreement with Walnut Valley,  Inc.,  pursuant to which we sold all of
the  outstanding  shares of LucidLine,  Inc., our  wholly-owned  subsidiary,  to
Walnut  Valley,  Inc.  in  consideration  for a cash  payment of $25,000 and the
issuance  of a  Promissory  Note in the  principal  amount of  $25,000 by Walnut
Valley in our favor.

On July 20, 2006, our  shareholders  approved an amendment to our Second Amended
and Restated Certificate of Incorporation, as amended, to provide for a 1-for-30
reverse stock split of our issued and outstanding Common Stock.

Our principal offices are located at 5775 FLATIRON PARKWAY,  SUITE 230, BOULDER,
COLORADO  80301 and our telephone  number is (303)  541-1005.  We are a Delaware
corporation.

THE OFFERING

---------------------------------- ---------------------------------------------
Common Stock offered by the        516,040,188  shares,   including   30,151,047
Selling Stockholders               issued and  outstanding  shares,   60,256,264
                                   shares  from the  conversion  of the Series A
                                   Preferred Stock,  369,909,461 shares from the
                                   conversion of the Series A-1 Preferred Stock,
                                   up to  40,176,183  shares  underlying  common
                                   stock   purchase   warrants,   assuming  full
                                   exercise of all such outstanding common stock
                                   purchase warrants and up to 15,547,233 shares
                                   underlying    outstanding    stock   options,
                                   assuming    full   exercise   of   all   such
                                   outstanding   stock   options.   This  number
                                   represents  93.8%  of  our  total  number  of
                                   shares outstanding assuming the conversion of
                                   the Series A Preferred  Stock, the conversion
                                   of  the  Series  A-1  Preferred   Stock,  the
                                   exercise   of  all  common   stock   purchase
                                   warrants   and  the  exercise  of  all  stock
                                   options.
---------------------------------- ---------------------------------------------
Common Stock to be outstanding     Up  to   550,099,059   shares   assuming  the
before the offering                conversion of Series A Preferred  Stock,  the
                                   conversion of the Series A-1 Preferred Stock,
                                   the  exercise  of all common  stock  purchase
                                   warrants   and  the  exercise  of  all  stock
                                   options.
---------------------------------- ---------------------------------------------
Common Stock to be outstanding     Up  to   550,099,059   shares   assuming  the
after the offering                 conversion of Series A Preferred  Stock,  the
                                   conversion of the Series A-1 Preferred Stock,
                                   the  exercise  of all common  stock  purchase
                                   warrants   and  the  exercise  of  all  stock
                                   options.
---------------------------------- ---------------------------------------------


                                        2



---------------------------------- ---------------------------------------------
Use of proceeds                    The Selling  Stockholders will receive all of
                                   the  proceeds  from  the  sale of the  shares
                                   offered   for   sale  by  them   under   this
                                   prospectus.  We will not receive any proceeds
                                   from the  resale  of  shares  by the  Selling
                                   Stockholders   covered  by  this  prospectus.
                                   However,  we will receive the exercise  price
                                   for any shares of Common  Stock  delivered in
                                   connection  with  the  exercise,  by  Selling
                                   Stockholders,  of the common  stock  purchase
                                   warrants   and  the   exercise,   by  Selling
                                   Stockholders,  of stock options. We expect to
                                   use the proceeds  received  from the exercise
                                   of the common stock purchase warrants and the
                                   exercise of the stock  options,  if any,  for
                                   general working capital purposes.
---------------------------------- ---------------------------------------------
OTC Bulletin Board Symbol          PTRS

---------------------------------- ---------------------------------------------
Risk Factors                       See "Risk Factors"  beginning on page 4 for a
                                   discussion   of   factors   that  you  should
                                   consider   carefully   before   deciding   to
                                   purchase our Common Stock.
---------------------------------- ---------------------------------------------

The  above  information  regarding  Common  Stock to be  outstanding  after  the
offering is based on 63,933,536  shares of Common Stock  outstanding  as of July
21,  2006 and  assumes  the  conversion  of the Series A  Preferred  Stock,  the
conversion  of the Series A-1 Preferred  Stock,  the exercise of warrants by our
Selling   Stockholders  and  the  exercise  of  stock  options  by  our  Selling
Stockholders.


                                        3



                                  RISK FACTORS

Investing  in our  Common  Stock  involves  a high  degree of risk.  You  should
carefully  consider  the  following  risk  factors  and  all  other  information
contained in this prospectus before purchasing our Common Stock. The risks noted
below are risks and uncertainties  that could cause our actual results to differ
materially  from the  results  contemplated  by the  forward-looking  statements
contained  in this report and other  public  statements  we make.  The risks and
uncertainties  described below are not the only ones facing us. Additional risks
and uncertainties  that we are unaware of, or that we currently deem immaterial,
also may become important  factors that affect us. If any of the following risks
occur,  our  business,  financial  condition or results of  operations  could be
materially and adversely affected. In that case, the trading price of our Common
Stock could decline, and you may lose some or all of your investment.

RISKS RELATED TO OUR COMMON STOCK

THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

We  currently  have a number of  obligations  that we are unable to meet without
generating  additional  revenues  or  raising  additional  capital.  We are also
subject to  substantial  litigation  and an  investigation  by the SEC described
elsewhere herein. If we cannot generate  additional revenues or raise additional
capital in the near future, we may become  insolvent.  As of March 31, 2006, our
cash balance was $141,430 and we had a working  capital  deficit of  $5,659,898.
This raises  substantial doubt about our ability to continue as a going concern.
Historically,  we have  funded  our  capital  requirements  with debt and equity
financing.  Our ability to obtain additional equity or debt financing depends on
a  number  of  factors  including  our  financial  performance  and the  overall
conditions in our industry.  If we are not able to raise additional financing or
if such financing is not available on acceptable terms, we may liquidate assets,
seek or be  forced  into  bankruptcy,  and/or  continue  operations  but  suffer
material harm to our  operations and financial  condition.  These measures could
have a material adverse affect on our ability to continue as a going concern.

We are  attempting  to  restructure  any and all claims,  liabilities,  demands,
causes of action, costs, expenses,  attorneys' fees, damages,  indemnities,  and
obligations  of every kind and nature that certain  creditors  and claimants may
have with or  against us  pursuant  to the  Creditor  and  Claimant  Liabilities
Restructuring described in Note 23 to our consolidated financial statements. Our
failure  to  successfully   complete  the  Creditor  and  Claimant   Liabilities
Restructuring could adversely impact our ability to raise additional  financing,
or could force us to liquidate assets, or seek bankruptcy protection.  There can
be no  assurance  that we will  successfully  complete the Creditor and Claimant
Liabilities Restructuring.  Such a failure could materially adversely affect our
ability to continue as a going concern.

INVESTORS MAY NOT BE ABLE TO ADEQUATELY  EVALUATE OUR BUSINESS AND PROSPECTS DUE
TO OUR  LIMITED  OPERATING  HISTORY,  LACK  OF  REVENUES  AND  LACK  OF  PRODUCT
OFFERINGS.

We are at an early stage of executing  our business  plan and have no history of
offering information security capabilities.  We were incorporated in Delaware in
2002. Significant business operations only began with the acquisitions completed
in  February  and March  2005.  As a result of our  limited  history,  it may be
difficult to plan operating  expenses or forecast our revenues  accurately.  Our
assumptions about customer or network requirements may be wrong. The revenue and
income  potential of these  products is unproven,  and the markets  addressed by
these  products are volatile.  If such products are not  successful,  our actual
operating  results  could be below  our  expectations  and the  expectations  of
investors and market analysts,  which would likely cause the price of our Common
Stock to decline.

We  generated  no revenue  from  operations  before  December  31, 2004 and only
limited  revenues  in the year  ended  December  31,  2005.  We have  relied  on
financing   generated   from  our  capital   raising   activities  to  fund  the
implementation  of our business plan. We have incurred  operating and net losses
and negative cash flows from  operations  since our  inception.  As of March 31,
2006, we had an  accumulated  deficit of  approximately  $88.8  million.  We may
continue to incur  operating  and net losses,  due in part to  implementing  our
acquisitions  strategy,  engaging in financing  activities  and expansion of our
personnel and our business  development  capabilities.  We will continue to seek
financing for the acquisition of other acquisition  targets that we may identify
in the future.  We continue to believe that we will secure financing in the near
future, but there can be no assurance of our success. If


                                       4



we are unable to obtain the  necessary  funding,  it will  materially  adversely
affect our ability to execute our business plan and to continue our operations.

In addition, we may not be able to achieve or maintain profitability,  and, even
if we do  achieve  profitability,  the  level  of any  profitability  cannot  be
predicted and may vary significantly from quarter to quarter.

THERE CAN BE NO GUARANTY  THAT A MARKET WILL  DEVELOP FOR THE PRODUCTS WE INTEND
TO OFFER.

We currently have a limited offering of products.  We intend to acquire products
through the acquisition of existing businesses. There is no guarantee,  however,
that a market will develop for Internet security solutions of the type we intend
to  offer.  We cannot  predict  the size of the  market  for  Internet  security
solutions,  the rate at which the  market  will  grow,  or  whether  our  target
customers will accept our acquired products.

OUR  OPERATING  RESULTS  MAY  FLUCTUATE  SIGNIFICANTLY,   WHICH  MAY  RESULT  IN
VOLATILITY OR HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF OUR COMMON STOCK.

The  market  prices  of the  securities  of  technology-related  companies  have
historically  been  volatile and may continue to be volatile.  Thus,  the market
price of our Common Stock is likely to be subject to wide  fluctuations.  If our
revenues do not grow or grow more slowly than we  anticipate,  if  operating  or
capital   expenditures   exceed   our   expectations   and   cannot  be  reduced
appropriately,  or if some other event adversely affects us, the market price of
our Common Stock could decline.  Only a small public market currently exists for
our Common Stock and the number of shares eligible for sale in the public market
is currently  very limited,  but is expected to increase.  Sales of  substantial
shares in the future would depress the price of our Common  Stock.  In addition,
we currently do not receive any stock market research coverage by any recognized
stock  market  research  or  trading  firm and our  shares are not traded on any
national  securities  exchange.  A larger and more active  market for our Common
Stock may not develop.

Because of our limited  operations  history  and lack of assets and  revenues to
date, our Common Stock is believed to be currently  trading on speculation  that
we will be successful in implementing  our  acquisition  and growth  strategies.
There can be no assurance  that such  success  will be achieved.  The failure to
implement our acquisitions  and growth  strategies would likely adversely affect
the  market  price  of  our  Common  Stock.  In  addition,  if  the  market  for
technology-related stocks or the stock market in general experiences a continued
or greater loss in investor  confidence or otherwise  fails, the market price of
our Common Stock could decline for reasons unrelated to our business, results of
operations  and financial  condition.  The market price of our Common Stock also
might decline in reaction to events that affect other  companies in our industry
even if these events do not directly  affect us.  General  political or economic
conditions, such as an outbreak of war, a recession or interest rate or currency
rate  fluctuations,  could also cause the  market  price of our Common  Stock to
decline.  Our  Common  Stock  has  experienced,  and is likely  to  continue  to
experience, these fluctuations in price, regardless of our performance.

WE ARE CURRENTLY SUBJECT TO AN SEC INVESTIGATION.

Pursuant  to  Section  20(a)  of the  Securities  Act and  Section  21(a) of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), the staff of
the SEC (the "Staff"),  issued an order (In the Matter of Patron Systems, Inc. -
Order  Directing  a  Private  Investigation  and  Designating  Officers  to Take
Testimony  (C-03739-A,   February  12,  2004))  (the  "Order")  that  a  private
investigation (the "SEC  Investigation") be made to determine whether certain of
our actions and certain of the actions of our officers and  directors and others
(as described below) violated Section 5(a) and 5(c) of the Securities Act and/or
Section 10 and Rule 10b-5  promulgated  under the Exchange Act.  Generally,  the
Order  provides,  among other things,  that the Staff is  investigating  (i) the
legality of two (2) separate  Registration  Statements  filed by us on Form S-8,
filed on  December  20,  2002 and on April 2, 2003,  as amended on April 9, 2003
(collectively,  the "Registration  Statements"),  covering the resale of, in the
aggregate,   4,375,000   shares  of  Common  Stock  issued  to  certain  of  our
consultants,  and (ii) whether in connection with the purchase or sale of shares
of Common Stock,  certain of our officers,  directors and others (a) sold Common
Stock  in  violation  of  Section  5 of the  Securities  Act  and/or,  (b)  made
misrepresentations and/or omissions of material facts and/or employed fraudulent
devices in connection  with such  purchases  and/or sales relating to certain of
our  press  releases  regarding,   among  other  items,   proposed  mergers  and
acquisitions  that were never  consummated.  If the SEC brings an action against
us, it could  result in,  among  other  items,  a civil  injunctive  order or an
administrative cease-and-desist order


                                       5



being entered  against us, in addition to the imposition of a significant  civil
penalty.  Moreover,  the SEC Investigation  and/or a subsequent SEC action could
affect adversely our ability to have our Common Stock listed on a stock exchange
and/or  quoted on the OTC  Bulletin  Board or  NASDAQ,  our  ability to sell our
securities and/or have our securities  registered with the SEC and/or in various
states  and/or our ability to implement our business  plan.  To date,  our legal
counsel representing us in such matters has indicated that the SEC Investigation
is ongoing and the Staff has not indicated whether it will or will not recommend
that the SEC bring an  enforcement  action  against us, our officers,  directors
and/or others.

FUTURE SALES OF SHARES BY EXISTING  STOCKHOLDERS  COULD CAUSE OUR STOCK PRICE TO
DECLINE.

If our  existing  or  future  stockholders  sell,  or  are  perceived  to  sell,
substantial  amounts of our Common Stock in the public market,  the market price
of our Common Stock could decline.  As of June 21, 2006,  there were  63,933,536
shares of Common  Stock  outstanding,  of which  6,362,489  shares  were held by
directors,  executive  officers  and  other  affiliates,  the sale of which  are
subject to volume limitations under Rule 144, various vesting agreements and our
quarterly  and  other  "blackout"  periods.   Furthermore,   shares  subject  to
outstanding  options and warrants and shares  reserved for future issuance under
our stock option plan will become  eligible for sale in the public market to the
extent  permitted by the provisions of various vesting  agreements,  the lock-up
arrangements and Rule 144 under the Securities Act.

THE  UNPREDICTABILITY  OF AN ACQUIRED COMPANY'S  QUARTERLY RESULTS MAY CAUSE THE
TRADING PRICE OF OUR COMMON STOCK TO DECLINE.

The quarterly  revenues and  operating  results of companies we may acquire will
likely continue to vary in the future due to a number of factors,  many of which
are outside of our control.  Any of these  factors  could cause the price of our
Common Stock to decline. The primary factors that may affect future revenues and
future operating results include the following:

         o        the demand for our subsidiaries' current product offerings and
                  our future products;

         o        the length of sales cycles;

         o        the timing of recognizing revenues;

         o        new product introductions by us or our competitors;

         o        changes in our pricing policies or the pricing policies of our
                  competitors;

         o        variations in sales channels, product costs or mix of products
                  sold;

         o        our ability to develop,  introduce and ship in a timely manner
                  new  products  and  product  enhancements  that meet  customer
                  requirements;

         o        our ability to obtain  sufficient  supplies of sole or limited
                  source components for our products;

         o        variations in the prices of the components we purchase;

         o        our  ability to attain and  maintain  production  volumes  and
                  quality  levels for our products at  reasonable  prices at our
                  third-party manufacturers;

         o        our ability to manage our customer base and credit risk and to
                  collect our accounts receivable; and

         o        the  financial  strength  of  our  value-added  resellers  and
                  distributors.

Our  operating  expenses are largely  based on  anticipated  revenues and a high
percentage  of our  expenses  are,  and will  continue to be, fixed in the short
term. As a result,  lower than  anticipated  revenues for any reason could cause
significant  variations  in our  operating  results from quarter to quarter and,
because of our rapidly growing operating  expenses,  could result in substantial
operating losses.


                                       6



OUR  COMMON  STOCK  IS  SUBJECT  TO THE  SEC'S  PENNY  STOCK  RULES.  THEREFORE,
BROKER-DEALERS MAY EXPERIENCE DIFFICULTY IN COMPLETING CUSTOMER TRANSACTIONS AND
TRADING ACTIVITY IN OUR SECURITIES MAY BE ADVERSELY AFFECTED.

If at any time a company has net tangible  assets of  $5,000,000 or less and the
common  stock has a market price per share of less than $5.00,  transactions  in
the common stock may be subject to the "penny stock" rules promulgated under the
Exchange Act. Under these rules, broker-dealers who recommend such securities to
persons other than institutional accredited investors must:

         o        make a  special  written  suitability  determination  for  the
                  purchaser;

         o        receive the  purchaser's  written  agreement to a  transaction
                  prior to sale;

         o        provide the purchaser  with risk  disclosure  documents  which
                  identify  certain risks  associated  with  investing in "penny
                  stocks" and which describe the market for these "penny stocks"
                  as well as a purchaser's legal remedies; and

         o        obtain a signed and dated  acknowledgment  from the  purchaser
                  demonstrating  that the  purchaser  has actually  received the
                  required risk  disclosure  document  before a transaction in a
                  "penny stock" can be completed.

If our Common Stock becomes subject to these rules,  broker-dealers  may find it
difficult  to  effectuate  customer  transactions  and  trading  activity in our
securities  may be  adversely  affected.  As a result,  the market  price of our
securities may be depressed, and stockholders may find it more difficult to sell
their shares of our Common Stock.

RISKS RELATED TO OUR BUSINESS

WE MAY BE UNABLE TO SUCCESSFULLY INTEGRATE ACQUIRED BUSINESSES.

Our business plan is dependent upon the acquisition and integration of companies
that have previously operated independently.  To date we have experienced delays
in  implementing  our business  plan as a result of limited  capital  resources,
which have had a material adverse effect on our business.  Further delays in the
process of integrating  could cause an interruption  of, or loss of momentum in,
the activities of our business and the loss of key  personnel.  The diversion of
management's attention and any delays or difficulties  encountered in connection
with our integration of acquired  operations could have an adverse effect on our
business, results of operations, financial condition or prospects.

WE CURRENTLY DO NOT HAVE SUFFICIENT  REVENUES TO SUPPORT OUR BUSINESS ACTIVITIES
AND IF OPERATING LOSSES CONTINUE,  WILL BE REQUIRED TO OBTAIN ADDITIONAL CAPITAL
THROUGH FINANCINGS WHICH WE MAY NOT BE ABLE TO SECURE.

To achieve our intended growth, we will require substantial  additional capital.
We have  encountered  difficulty  and delays in raising  capital to date and the
market   environment  for  development  stage  companies,   like  ours,  remains
particularly challenging. There can be no assurance that funds will be available
when  needed or on  acceptable  terms.  Technology  companies  in  general  have
experienced  difficulty in recent years in accessing  capital.  Our inability to
obtain  additional  financing  may require us to delay,  scale back or eliminate
certain of our growth  plans which could have a material  and adverse  effect on
our business,  financial condition or results of operations or could cause us to
cease  operations.  Even if we are able to  obtain  additional  financing,  such
financing  could be  structured  as  equity  financing  that  would  dilute  the
ownership percentage of any investor in our securities.

DOWNTURNS IN THE INTERNET  INFRASTRUCTURE,  NETWORK SECURITY AND RELATED MARKETS
MAY DECREASE OUR REVENUES AND MARGINS.

The  market  for our  current  products  and other  products  we intend to offer
depends on economic  conditions  affecting the broader Internet  infrastructure,
network  security  and related  markets.  Downturns  in these  markets may cause
enterprises  and  carriers to delay or cancel  security  projects,  reduce their
overall or security-specific  information technology budgets or reduce or cancel
orders for our current  products and other products we intend to offer.  In this
environment, customers such as distributors,  value-added resellers and carriers
may  experience  financial  difficulty,  cease  operations and fail to budget or
reduce  budgets for the  purchase of our current  products or other  products we
intend to offer.  This,  in turn,  may lead to longer  sales  cycles,  delays in
purchase decisions, payment and collection,


                                       7



and may also result in price  pressures,  causing us to realize lower  revenues,
gross margins and operating margins. In addition,  general economic  uncertainty
caused  by  potential  hostilities   involving  the  United  States,   terrorist
activities,  the decline in specific markets such as the service provider market
in the  United  States,  and the  general  decline in  capital  spending  in the
information  technology  sector  make it  difficult  to  predict  changes in the
purchase and network  requirements of our potential customers and the markets we
intend to serve. We believe that, in light of these events,  some businesses may
curtail or eliminate  capital spending on information  technology.  A decline in
capital  spending  in the  markets we intend to serve may  adversely  affect our
future revenues,  gross margins and operating  margins and make it necessary for
us to gain  significant  market  share from our future  competitors  in order to
achieve our financial goals and achieve profitability.

COMPETITION MAY DECREASE OUR PROJECTED REVENUES, MARKET SHARE AND MARGINS.

The market for network security  products is highly  competitive,  and we expect
competition  to intensify in the future.  Competitors  may gain market share and
introduce new competitive  products for the same markets and customers we intend
to serve with our products.  These products may have better  performance,  lower
prices and broader  acceptance than the products we currently offer or intend to
offer.

Many of our potential competitors have longer operating histories,  greater name
recognition,   large  customer  bases  and  significantly   greater   financial,
technical,  sales, marketing and other resources than we have. In addition, some
of our  potential  competitors  currently  combine  their  products  with  other
companies'  networking and security products.  These potential  competitors also
often combine their sales and marketing  efforts.  Such activities may result in
reduced  prices,  lower gross and operating  margins and longer sales cycles for
the  products  we  currently  offer and  intend to offer.  If any of our  larger
potential  competitors were to commit greater  technical,  sales,  marketing and
other  resources to the markets we intend to serve,  or reduce  prices for their
products over a sustained  period of time, our ability to successfully  sell the
products  we intend to offer,  increase  revenue or meet our or market  analysts
expectations could be adversely affected.

FAILURE TO ADDRESS  EVOLVING  STANDARDS  IN THE NETWORK  SECURITY  INDUSTRY  AND
SUCCESSFULLY  DEVELOP AND INTRODUCE NEW PRODUCTS OR PRODUCT  ENHANCEMENTS  WOULD
CAUSE OUR REVENUES TO DECLINE.

The market for network security products is characterized by rapid technological
change, frequent new product introductions, changes in customer requirements and
evolving   industry   standards.   We  expect  to  introduce  our  products  and
enhancements  to existing  products to address  current  and  evolving  customer
requirements and broader networking trends and  vulnerabilities.  We also expect
to develop products with strategic partners and incorporate third-party advanced
security  capabilities  into  our  intended  product  offerings.  Some of  these
products and enhancements  may require us to develop new hardware  architectures
that involve complex and time consuming processes. In developing and introducing
our  intended  product  offerings,  we have  made,  and will  continue  to make,
assumptions with respect to which features,  security  standards and performance
criteria will be required by our potential customers.  If we implement features,
security  standards  and  performance  criteria  that are  different  from those
required by our potential  customers,  market acceptance of our intended product
offerings may be significantly reduced or delayed,  which would harm our ability
to penetrate existing or new markets.

Furthermore,  we may not be able to develop new products or product enhancements
in a timely  manner,  or at all. Any failure to develop or  introduce  these new
products and product  enhancements  might cause our existing products to be less
competitive, may adversely affect our ability to sell solutions to address large
customer  deployments  and, as a  consequence,  our  revenues  may be  adversely
affected.  In addition,  the introduction of products embodying new technologies
could render existing  products we intend to offer obsolete,  which would have a
direct,  adverse  effect on our market  share and  revenues.  Any failure of our
future products or product enhancements to achieve market acceptance could cause
our revenues to decline and our operating  results to be below our  expectations
and the expectations of investors and market analysts,  which would likely cause
the price of our Common Stock to decline.

WE HAVE EXPERIENCED ISSUES WITH OUR FINANCIAL  SYSTEMS,  CONTROLS AND OPERATIONS
THAT COULD HARM OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our ability to sell our intended  product  offerings  and implement our business
plan successfully in a volatile and growing market requires effective management
and financial systems and a system of financial processes and


                                       8



controls.  Through the quarter  ended  December  31, 2005,  our Chief  Executive
Officer and Acting Chief Financial  Officer  evaluated the  effectiveness of our
disclosure  controls and procedures in accordance with Exchange Act Rules 13a-15
or 15d-15 and  identified  material  weakness in our  internal  controls.  These
material weaknesses affected our ability to timely file our reports with the SEC
and  communicate  critical  information  to  management  that was needed to make
business  decisions.  Although  we have taken  steps to correct  these  previous
deficiencies   and  are  currently  in  compliance   with  the  SEC's  reporting
requirements,  we have limited  capital  resources and are still at risk for the
loss of key  personnel in our finance  department.  The loss of key personnel in
our  finance  department,  or  any  other  conditions  that  could  disrupt  our
operations in this area,  could have a material adverse affect on our ability to
communicate critical information to management and our investors,  raise capital
and/or   maintain   compliance  with  our  SEC  reporting   obligations.   These
circumstances,  if they  arise,  could  have a  material  adverse  affect on our
business.

We have  limited  management  resources to date and are still  establishing  our
management and financial systems.  Growth, to the extent it occurs, is likely to
place a considerable strain on our management resources,  systems, processes and
controls.  To address  these  issues,  we will need to  continue  to improve our
financial and managerial  controls,  reporting systems and procedures,  and will
need to continue to expand, train and manage our work force worldwide. If we are
unable to maintain an adequate level of financial processes and controls, we may
not be able to accurately report our financial performance on a timely basis and
our business and stock price would be harmed.

IF OUR FUTURE  PRODUCTS DO NOT  INTEROPERATE  WITH OUR END CUSTOMERS'  NETWORKS,
INSTALLATIONS WOULD BE DELAYED OR CANCELLED,  WHICH COULD  SIGNIFICANTLY  REDUCE
OUR ANTICIPATED REVENUES.

Future  products will be designed to interface with our end customers'  existing
networks,  each of which have  different  specifications  and  utilize  multiple
protocol standards. Many end customers' networks contain multiple generations of
products  that  have  been  added  over time as these  networks  have  grown and
evolved.  Our future products must  interoperate with all of the products within
these  networks  as well as with  future  products  that might be added to these
networks in order to meet end customers' requirements.  If we find errors in the
existing  software used in our end customers'  networks,  we may elect to modify
our  software  to fix or  overcome  these  errors  so  that  our  products  will
interoperate and scale with their existing software and hardware.  If our future
products do not  interoperate  with those  within our end  customers'  networks,
installations  could be delayed or orders for our products  could be  cancelled,
which could significantly reduce our anticipated revenues.

AS A PUBLIC  COMPANY,  WE MAY  INCUR  INCREASED  COSTS AS A RESULT  OF  RECENTLY
ENACTED AND  PROPOSED  CHANGES IN LAWS AND  REGULATIONS  RELATING  TO  CORPORATE
GOVERNANCE MATTERS AND PUBLIC DISCLOSURE.

Recently  enacted and  proposed  changes in the laws and  regulations  affecting
public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and
rules adopted or proposed by the SEC will result in increased costs for us as we
evaluate the  implications of these laws,  regulations and standards and respond
to their  requirements.  These laws and regulations could make it more difficult
or more costly for us to obtain certain types of insurance,  including  director
and officer liability  insurance,  and we may be forced to accept reduced policy
limits and  coverage or incur  substantially  higher costs to obtain the same or
similar  coverage.  The impact of these events could also make it more difficult
for us to  attract  and  retain  qualified  persons  to  serve  on our  board of
directors,  board  committees or as executive  officers.  We cannot estimate the
amount or timing of additional  costs we may incur as a result of these laws and
regulations.

WE DEPEND ON OUR KEY PERSONNEL TO MANAGE OUR BUSINESS  EFFECTIVELY  IN A RAPIDLY
CHANGING  MARKET,  AND IF WE ARE UNABLE TO HIRE  ADDITIONAL  PERSONNEL OR RETAIN
EXISTING  PERSONNEL,  OUR  ABILITY TO EXECUTE  OUR  BUSINESS  STRATEGY  WOULD BE
IMPAIRED.

Our  future  success  depends  upon  the  continued  services  of our  executive
officers. The loss of the services of any of our key employees, the inability to
attract  or  retain  qualified  personnel  in the  future,  or  delays in hiring
required  personnel,  could  delay the  development  and  introduction  of,  and
negatively impact our ability to sell, our intended product offerings.


                                       9



WE MIGHT HAVE TO DEFEND  LAWSUITS OR PAY DAMAGES IN CONNECTION  WITH ANY ALLEGED
OR ACTUAL FAILURE OF OUR PRODUCTS AND SERVICES.

Because our intended product  offerings and services provide and monitor network
security and may protect valuable information,  we could face claims for product
liability,  tort or breach of  warranty.  Anyone who  circumvents  our  security
measures could misappropriate the confidential  information or other property of
end  customers  using our  products,  or  interrupt  their  operations.  If that
happens,  affected  end  customers  or others may sue us.  Defending  a lawsuit,
regardless of its merit, could be costly and could divert management  attention.
Our business  liability  insurance coverage may be inadequate or future coverage
may be unavailable on acceptable terms or at all.

WE COULD BECOME SUBJECT TO LITIGATION  REGARDING  INTELLECTUAL  PROPERTY  RIGHTS
THAT COULD BE COSTLY AND RESULT IN THE LOSS OF SIGNIFICANT RIGHTS.

In recent  years,  there has been  significant  litigation  in the United States
involving patents and other intellectual  property rights. We may become a party
to litigation in the future to protect our intellectual  property or as a result
of an alleged infringement of another party's intellectual property.  Claims for
alleged infringement and any resulting lawsuit, if successful,  could subject us
to significant liability for damages and invalidation of our proprietary rights.
These lawsuits,  regardless of their success, would likely be time-consuming and
expensive  to  resolve  and would  divert  management  time and  attention.  Any
potential intellectual property litigation could also force us to do one or more
of the following:

         o        stop or delay  selling,  incorporating  or using products that
                  use the challenged intellectual property; and/or

         o        obtain from the owner of the infringed  intellectual  property
                  right a license to sell or use the relevant technology,  which
                  license might not be available on reasonable  terms or at all;
                  or redesign the products that use that technology.

If we are forced to take any of these  actions,  our business might be seriously
harmed.  Our insurance may not cover potential claims of this type or may not be
adequate to indemnify us for all liability that could be imposed.

THE INABILITY TO OBTAIN ANY THIRD-PARTY LICENSE REQUIRED TO DEVELOP NEW PRODUCTS
AND PRODUCT  ENHANCEMENTS  COULD REQUIRE US TO OBTAIN  SUBSTITUTE  TECHNOLOGY OF
LOWER QUALITY OR PERFORMANCE STANDARDS OR AT GREATER COST, WHICH COULD SERIOUSLY
HARM OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

From time to time, we may be required to license  technology  from third parties
to develop new products or product enhancements. Third-party licenses may not be
available to us on  commercially  reasonable  terms or at all. Our  inability to
obtain any  third-party  license  required  to develop  new  products or product
enhancements  could require us to obtain substitute  technology of lower quality
or  performance  standards or at greater cost,  which could  seriously  harm our
business, financial condition and results of operations.

GOVERNMENTAL  REGULATIONS  AFFECTING  THE  IMPORT OR EXPORT  OF  PRODUCTS  COULD
NEGATIVELY AFFECT OUR REVENUES.

Governmental  regulation  of imports  or  exports or failure to obtain  required
export approval of our encryption  technologies could harm our international and
domestic sales.  The United States and various foreign  governments have imposed
controls,  export license  requirements and restrictions on the import or export
of some technologies,  especially encryption technology.  In addition, from time
to time, governmental agencies have proposed additional regulation of encryption
technology,  such as requiring the escrow and  governmental  recovery of private
encryption keys.

In particular,  in light of recent terrorist  activity,  governments could enact
additional regulation or restrictions on the use, import or export of encryption
technology.  Additional  regulation  of  encryption  technology  could  delay or
prevent the  acceptance and use of encryption  products and public  networks for
secure  communications.  This might  decrease  demand for our  intended  product
offerings and services.  In addition,  some foreign  competitors  are subject to
less stringent controls on exporting their encryption technologies. As a result,
they may be able to compete  more  effectively  than we can in the  domestic and
international network security market.


                                       10



MANAGEMENT COULD INVEST OR SPEND OUR CASH OR CASH EQUIVALENTS AND INVESTMENTS IN
WAYS THAT MIGHT NOT ENHANCE OUR RESULTS OF OPERATIONS OR MARKET SHARE.

We have  made no  specific  allocations  of our  cash  or cash  equivalents  and
investments.  Consequently,  management  will  retain a  significant  amount  of
discretion over the application of our cash or cash  equivalents and investments
and could spend the proceeds in ways that do not improve our  operating  results
or increase our market share. In addition, these proceeds may not be invested to
yield a favorable rate of return.


FORWARD-LOOKING STATEMENTS

This  prospectus  contains  forward-looking  statements  within  the  meaning of
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and  Section  21E of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange  Act").  We  use  words  such  as  "believes",  "intends",  "expects",
"anticipates",   "plans",  "may",  "will",  "should",  "estimates"  and  similar
expressions  to  identify  forward-looking  statements.  Discussions  containing
forward-looking  statements  may  be  found  in the  material  set  forth  under
"Business," "Management's Discussion and Analysis of Financial Condition" and in
other sections of the prospectus. All forward-looking statements, including, but
not limited to,  projections  or estimates  concerning  our business,  including
demand for our products and services, mix of revenue streams, ability to control
and/or reduce operating expenses,  anticipated  operating results, cost savings,
product  development  efforts,  general  outlook of our business  and  industry,
competitive position, and adequate liquidity to fund our operations and meet our
other  cash  requirements,  are  inherently  uncertain  as they are based on our
expectations and assumptions  concerning  future events.  These  forward-looking
statements  are subject to numerous  known and unknown risks and  uncertainties.
You should not place undue  reliance on these  forward-looking  statements.  Our
actual  results  could  differ   materially   from  those   anticipated  in  the
forward-looking  statements  for many reasons,  including our ability to attract
customers for our products,  our ability to  effectively  integrate our acquired
businesses,  and all other risks described  above in the section  entitled "Risk
Factors" or  appearing  in  "Management's  Discussion  and Analysis of Financial
Condition" and elsewhere in this report. All forward-looking  statements in this
document are made as of the date hereof, based on information available to us as
of the date hereof,  and we assume no obligation  to update any  forward-looking
statement.


USE OF PROCEEDS

The Selling  Stockholders  will receive all of the proceeds from the sale of the
shares offered for sale by them under this  prospectus.  We will not receive any
proceeds from the resale of shares by the Selling  Stockholders  covered by this
prospectus. However, we will receive the exercise price for any shares of Common
Stock delivered in connection with the exercise, by Selling Stockholders, of the
common stock purchase warrants and the exercise by Selling Stockholders of stock
options.  We expect to use the proceeds received from the exercise of the common
stock  purchase  warrants  and the  exercise of the stock  options,  if any, for
working capital and general corporate purposes.


                                       11



SELLING SECURITY HOLDERS.

The following  table sets forth:  (1) the name of each of the  stockholders  for
whom we are registering shares under this registration statement; (2) the number
of shares of our Common Stock  beneficially owned by each such stockholder prior
to this  offering  (including  all  shares of  Common  Stock  issuable  upon the
exercise of common stock purchase warrants and stock options as described below,
whether or not exercisable within 60 days of the date hereof); (3) the number of
shares  of our  Common  Stock  offered  by  such  stockholder  pursuant  to this
prospectus;  and (4) the  number of  shares,  and (if one  percent  or more) the
percentage  of the total of the  outstanding  shares,  of our Common Stock to be
beneficially  owned by each such stockholder after this offering,  assuming that
all of  the  shares  of  our  Common  Stock  beneficially  owned  by  each  such
stockholder and offered  pursuant to this prospectus are sold and that each such
stockholder  acquires  no  additional  shares of our Common  Stock  prior to the
completion of this  offering.  Such data is based upon  information  provided by
each Selling Stockholder.



                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Stephen R Adams & Hariet J Adams TTEES Adams
Family(2)                                       12,278            12,278                 --              --

Advanced Equities Venture Partners I, L.P.(3)   5,894,163         5,894,163              --              --

Scott Agran(4)                                  5,000             5,000                  --              --

Beatrice Aleman(5)                              5,350             5,350                  --              --

Mari Aljazara(6)                                10,000            10,000                 --              --

Teghrid Aljazara(7)                             10,000            10,000                 --              --

Allin Dynastic Trust(8)                         6,250,000         6,250,000              --              --

Patrick J Allin(9)                              18,750,000        18,750,000             --              --

Sufyan Almajali(10)                             10,000            10,000                 --              --

Brian Anderson(11)                              1,500             1,500                  --              --

Andre J. Andrieux(12)                           416,667           416,667                --              --

Apex Investment Fund III L.P.(13)               895,387           895,387                --              --

Apex Investment Fund IV L.P.(14)                1,183,543         1,183,543              --              --

Apex Investment Fund V, L.P.(15)                133,246,001       133,246,001            --              --

Apex Strategic Partners IV LLC(16)              40,955            40,955                 --              --


--------
(1)   Applicable  percentage  of  ownership  is based on  550,099,059  shares of
      common stock  outstanding as of the date of this  prospectus  assuming the
      conversion  of Series A  Preferred  Stock,  the  conversion  of Series A-1
      Preferred  Stock,  the exercise of all common stock purchase  warrants and
      the exercise of all stock options.
(2)   Includes 12,278 shares of common stock.
(3)   Includes  1,240,000  shares of common  stock,  4,429,163  shares  from the
      conversion  of Series A-1  Preferred  Stock and  225,000  shares of common
      stock underlying common stock purchase warrants.
(4)   Includes 5,000 shares of common stock.
(5)   Includes  5,350 shares of common stock  underlying  common stock  purchase
      warrants.
(6)   Includes 10,000 shares of common stock.
(7)   Includes 10,000 shares of common stock.
(8)   Includes  6,250,000  shares from the  conversion  of Series A-1  Preferred
      Stock.
(9)   Includes  18,750,000  shares from the  conversion  of Series A-1 Preferred
      Stock.
(10)  Includes 10,000 shares of common stock.
(11)  Includes  1,500 shares of common stock  underlying  common stock  purchase
      warrants.
(12)  Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and  104,167  shares of common  stock  underlying  common  stock  purchase
      warrants.
(13)  Includes 895,387 shares of common stock.
(14)  Includes 1,183,543 shares of common stock.
(15)  Includes  106,073,163  shares from the  conversion of Series A-1 Preferred
      Stock,  15,625,000  shares from the conversion of Series A Preferred Stock
      and  11,547,838  shares of common stock  underlying  common stock purchase
      warrants.
(16)  Includes 40,955 shares of common stock.


                                       12





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Apex Strategic Partners LLC(17)                 44,947            44,947                 --              --

Andrea Appatini(18)                             223,125           223,125                --              --

Fernando Archila(19)                            2,663,670         2,663,670              --              --

Glenn Ashton(20)                                10,610            10,610                 --              --

Anthony Asta(21)                                15,000            15,000                 --              --

Curtis Bailey(22)                               734,313           734,313                --              --

Narasimhan Ballasubramanian(23)                 70,000            70,000                 --              --

Craig William Bannister(24)                     783,333           783,333                --              --

Gary Barcus(25)                                 5,000             5,000                  --              --

Brian Barlett(26)                               850               850                    --              --

Richard G. Beggs(27)                            2,204,194         2,204,194              --              --

Richard K. Beggs(28)                            646,117           646,117                --              --

Tom Benson(29)                                  416,667           416,667                --              --

James Bielicki(30)                              583,333           583,333                --              --

Anne F. Bivona(31)                              925,676           925,676                --              --

John V. Bivona(32)                              1,270,833         937,500                 --              --

Fredrik Bjurle(33)                              99,975            99,975                 --              --

David L. Black(34)                              200,000           200,000                --              --

Matherw Blanchard(35)                           833,334           833,334                --              --

Craig Boden(36)                                 63,465            63,465                 --              --

Randy & Ann Marie Boduch(37)                    341,667           341,667                --              --

Bonanza Trust; Jeff Zaluda agent for
Trustee(38)                                     1,345,597         1,345,597              --              --

Robert Bonaventura(39)                          307,611           307,611                --              --


--------
(17)  Includes 44,947 shares of common stock.
(18)  Includes 223,125 shares from the conversion of Series A-1 Preferred Stock
(19)  Includes  48,254  shares  of  common  stock,  2,530,416  shares  from  the
      conversion  of Series A-1  Preferred  Stock and  104,167  shares of common
      stock from the  exercise of stock  options,  assuming  the exercise of all
      stock options.
(20)  Includes 10,610 shares of common stock.
(21)  Includes 15,000 shares of common stock.
(22)  Includes  684,313 shares from the conversion of Series A-1 Preferred Stock
      and 50,000 shares underlying common stock purchase warrants.
(23)  Includes 70,000 shares of common stock from the exercise of stock options,
      assuming the exercise of all stock options.
(24)  Includes  587,500 shares from the  conversion of Series A Preferred  Stock
      and 195,833 shares underlying common stock purchase warrants.
(25)  Includes 5,000 shares of common stock.
(26)  Includes 850 shares underlying common stock purchase warrants.
(27)  Includes  45,982  shares of common  stock and  2,158,212  shares  from the
      conversion of Series A-1 Preferred Stock.
(28)  Includes 646,117 shares from the conversion of Series A-1 Preferred Stock.
(29)  Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(30)  Includes  437,500 shares from the  conversion of Series A Preferred  Stock
      and 145,833 shares underlying common stock purchase warrants.
(31)  Includes  925,676  shares of common stock.
(32)  Includes  625,000  shares of  common  stock and  312,500  shares  from the
      conversion of Series A-1 Preferred Stock.
(33)  Includes 99,975 shares underlying common stock purchase warrants.
(34)  Includes 200,000 shares of common stock.
(35)  Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(36)  Includes 63,465 shares underlying common stock purchase warrants.
(37)  Includes  256,250 shares from the  conversion of Series A Preferred  Stock
      and 85,417 shares underlying common stock purchase warrants.
(38)  Includes 1,345,597 shares underlying common stock purchase warrants.
(39)  Includes 307,611 shares underlying common stock purchase warrants.


                                       13





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Craig Bonn(40)                                  225,012           225,012                --              --

Bowne of Chicago(41)                            480,388           480,388                --              --

Victoria M. J. Boydston(42)                     60,610            60,610                 --              --

John Boylan(43)                                 8,195             8,195                  --              --

Sean Brennan IRA(44)                            734,313           734,313                --              --

Victoria E Brockel(45)                          4,705             4,705                  --              --

Chris T. Brown(46)                              833,334           833,334                --              --

Derek Buchanan(47)                              1,041,790         1,041,790              --              --

Leo Caliendo(48)                                2,687             2,687                  --              --

Dac Cao(49)                                     37,598            37,598                 --              --

Maria Caporrici(50)                             8,750,000         8,750,000              --              --

Michael B. & Stella Carroll, JTWROS(51)         1,468,625         1,468,625              --              --

Elena M Castor(52)                              145,793           145,793                --              --

Centrifuge Partners(53)                         756,875           756,875                --              --

Milene Cervo(54)                                70,000            70,000                 --              --

Keith Chamis(55)                                5,000             5,000                  --              --

Joel Cherande(56)                               1,666,667         1,666,667              --              --

Stephen T & Vicki J Childs(57)                  333,333           333,333                --              --

Gregory K. Chow(58)                             9,208             9,208                  --              --

Todd Cirella(59)                                392,217           392,217                --              --

Donald O Clark(60)                              1,000,000         1,000,000              --              --


--------
(40)  Includes 225,012 shares  underlying common stock purchase  warrants.  Jeff
      Zaluda has the power to vote and dispose of these shares.
(41)  Includes 480,388 shares from the conversion of Series A-1 Preferred Stock.
(42)  Includes  10,610  shares of common stock and 50,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(43)  Includes 8,195 shares of common stock.
(44)  Includes  684,313 shares from the conversion of Series A-1 Preferred Stock
      and 50,000 shares underlying common stock purchase warrants.
(45)  Includes 4,705 shares of common stock.
(46)  Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(47)  Includes  866,790 shares from the conversion of Series A-1 Preferred Stock
      and 175,000  shares of common  stock from the  exercise of stock  options,
      assuming exercise of all stock options.
(48)  Includes 2,687 shares of common stock.
(49)  Includes 37,598 shares of common stock
(50)  Includes  8,750,000  shares from the  conversion  of Series A-1  Preferred
      Stock.
(51)  Includes  1,368,625  shares from the  conversion  of Series A-1  Preferred
      Stock and 100,000 shares underlying common stock purchase warrants.
(52)  Includes  75,793  shares of common stock and 70,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(53)  Includes 756,875 shares from the conversion of Series A-1 Preferred Stock.
(54)  Includes 70,000 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(55)  Includes 5,000 shares underlying common stock purchase warrants.
(56)  Includes  1,250,000 shares from the conversion of Series A Preferred Stock
      and 416,667 shares underlying common stock purchase warrants.
(57)  Includes  250,000 shares from the  conversion of Series A Preferred  Stock
      and 83,333 shares underlying common stock purchase warrants.
(58)  Includes 9,208 shares of common stock.
(59)  Includes 392,217 shares underlying common stock purchase warrants.
(60)  Includes 500,000 shares of common stock and 500,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.


                                       14





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Cohen Family Trust(61)                          833,334           833,334                --              --

Matthew Collier(62)                             37,598            37,598                 --              --

Kevin Conners(63)                               226,512           226,512                --              --

Richard Contreras(64)                           1,308,334         1,308,334              --              --

Derry Cook(65)                                  12,278            12,278                 --              --

Cook Associates(66)                             400,000           400,000                --              --

Joseph Cordi(67)                                11,075            11,075                 --              --

Jean-Phillipe Courtois Trust(68)                4,221,900         4,221,900              --              --

Robert Cross(69)                                1,066,667         1,066,667              --              --

Aroon Dalamal(70)                               1,616,270         1,616,270              --              --

Luan D Dang(71)                                 37,538            37,538                 --              --

John G D'Angelo(72)                             2,255,188         2,255,188              --              --

Joseph D'Angelo(73)                             21,420            21,420                 --              --

Joseph D'Angelo & Elizabeth V D'Angelo JT
TEN(74)                                         30,695            30,695                 --              --

Joseph U D'Angelo & Catherine D'Angelo JT
TEN(75)                                         15,347            15,347                 --              --

Charlene Davidson(76)                           13,661            13,661                 --              --

Michael W Davidson(77)                          1,000,000         1,000,000              --              --

Robert D & Bernice J Davidson(78)               19,953            19,953                 --              --

Marc & Gerlaice De Ganidel(79)                  1,666,667         1,666,667              --              --

Bill DeCarion(80)                               37,598            37,598                 --              --

Phil & Gina DeCarion JT WROS(81)                37,598            37,598                 --              --

Thomas A. DeRosa(82)                            833,334           833,334                --              --


--------
(61)  Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(62)  Includes 37,598 shares of common stock.
(63)  Includes 226,512 shares underlying common stock purchase warrants.
(64)  Includes  981,250 shares from the  conversion of Series A Preferred  Stock
      and 327,084 shares underlying common stock purchase warrants.
(65)  Includes 12,278 shares of common stock.
(66)  Includes  400,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(67)  Includes 11,075 shares underlying common stock purchase warrants.
(68)  Includes  3,936,900  shares from the  conversion  of Series A-1  Preferred
      Stock and 285,000 shares underlying common stock purchase warrants.
(69)  Includes  66,667  shares of common  stock and  1,000,000  shares of common
      stock from the exercise of stock options,  assuming  exercise of all stock
      options.
(70)  Includes  1,616,270  shares from the  conversion  of Series A-1  Preferred
      Stock.
(71)  Includes 37,538 shares of common stock.
(72)  Includes  798,563  shares of common  stock and  1,456,625  shares from the
      conversion of Series A-1 Preferred Stock.
(73)  Includes 21,420 shares from the conversion of Series A-1 Preferred Stock.
(74)  Includes 30,695 shares of common stock.
(75)  Includes 15,347 shares of common stock.
(76)  Includes 13,661 shares of common stock.
(77)  Includes 500,000 shares of common stock and 500,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(78)  Includes 19,953 shares of common stock.
(79)  Includes  1,250,000 shares from the conversion of Series A Preferred Stock
      and 416,667 shares underlying common stock purchase warrants.
(80)  Includes 37,598 shares of common stock.
(81)  Includes 37,598 shares of common stock.
(82)  Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.


                                       15





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
DGC Ltd., Inc(83)                               1,300,000         1,300,000              --              --

Dianthus LLC(84)                                1,345,597         1,345,597              --              --

DICOM(85)                                       751,933           751,933                --              --

Andrew Diederich(86)                            70,000            70,000                 --              --

Jim Dodge(87)                                   612,500           612,500                --              --

H.S.Dykstra Holding BV(88)                      1,666,667         1,666,667              --              --

John W. Eilers(89)                              734,313           734,313                --              --

Joseph Elchak Living Trust(90)                  724,413           724,413                --              --

Dale Emanuel & Caroline Rekoff(91)              833,334           833,334                --              --

Bruce Emmeluth & Canda Emmeluth JT WROS(92)     9,208             9,208                  --              --

Mike Evans(93)                                  37,500            37,500                 --              --

Gail Fanelli(94)                                250               250                    --              --

Mitra Fathollahi(95)                            334               334                    --              --

Harold Faularber(96)                            500,000           500,000                --              --

Paul & Laura Fennell(97)                        33,622            33,622                 --              --

Mariano Ferrari & Halvecia Challe(98)           440,588           440,588                --              --

FIBA Consultants Ltd(99)                        1,841,882         1,541,882              --              --

Carmine Fiore(100)                              625,000           625,000                --              --

Douglas N. Fowler II(101)                       833,334           833,334                --              --

Ted Fowler(102)                                 396,114           396,114                --              --

Michael G. Fox Revocable Trust 5/5/05(103)      916,667           916,667                --              --


--------
(83)  Includes  50,000  shares of common  stock and  1,250,000  shares  from the
      conversion of Series A-1 Preferred Stock.
(84)  Includes  1,345,597  shares  underlying  common stock  purchase  warrants.
      Deirdre Henderson has the power to vote and dispose of these shares.
(85)  Includes 751,933 shares of common stock.
(86)  Includes 70,000 chares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(87)  Includes 612,500 shares from the conversion of Series A-1 Preferred Stock.
(88)  Includes  1,250,000 shares from the conversion of Series A Preferred Stock
      and 416,667 shares underlying common stock purchase warrants.
(89)  Includes  684,313 shares from the conversion of Series A-1 Preferred Stock
      and 50,000 shares underlying common stock purchase warrants.
(90)  Includes 724,413 shares from the conversion of Series A-1 Preferred Stock.
(91)  Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(92)  Includes 9,208 shares of common stock.
(93)  Includes 37,500 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(94)  Includes 250 shares underlying common stock purchase warrants.
(95)  Includes 334 shares of common stock.
(96)  Includes  375,000 shares from the  conversion of Series A Preferred  Stock
      and 125,000 shares underlying common stock purchase warrants.
(97)  Includes 33,622 shares of common stock.
(98)  Includes  410,588 shares from the conversion of Series A-1 Preferred Stock
      and 30,000 shares underlying common stock purchase warrants.
(99)  Includes  1,166,882  shares of common  stock and 375,000  shares of common
      stock from the exercise of stock options,  assuming  exercise of all stock
      options.
(100) Includes 625,000 shares of common stock.
(101) Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(102) Includes 396,114 shares underlying common stock purchase warrants.
(103) Includes  687,500 shares from the  conversion of Series A Preferred  Stock
      and 229,167 shares underlying common stock purchase warrants.


                                       16





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Paul G. Fray(104)                               1,666,667         1,666,667              --              --

Christina Gallo(105)                            2,175             2,175                  --              --

Gregory Galstaun(106)                           1,051,938         1,051,938              --              --

Greg Galston(107)                               175,000           175,000                --              --

Tony Garvy(108)                                 22,000            22,000                 --              --

Alan George(109)                                734,313           734,313                --              --

Mark Gergen(110)                                1,201,626         1,201,626              --              --

Gail Gervin(111)                                41,720            41,720                 --              --

Omid Ghiami(112)                                1,024             1,024                  --              --

Mike Giles(113)                                 2,126             2,126                  --              --

Wesley L. Golby(114)                            3,069             3,069                  --              --

Andrew Chalres Good & Fiona McPhee(115)         293,725           293,725                --              --

Grape(116)                                      120,000           120,000                --              --

Marie Graul(117)                                400,000           400,000                --              --

Carl Greer(118)                                 25,833            25,833                 --              --

Jean-Marie van Griethuysen(119)                 416,667           416,667                --              --

Sunny M. Grillo(120)                            2,675             2,675                  --              --

Donald Gross(121)                               2,172,638         2,172,638              --              --

Nicholas Gupta(122)                             2,342             2,342                  --              --

Per Gustafsson(123)                             29,828,575        29,828,575             --              --

Cedric & Laure Guyot JTWROS(124)                416,667           416,667                --              --

Navid Haddadi(125)                              1,024             1,024                  --              --


--------
(104) Includes  1,250,000 shares from the conversion of Series A Preferred Stock
      and 416,667 shares underlying common stock purchase warrants.
(105) Includes 2,175 shares underlying common stock purchase warrants.
(106) Includes  1,051,938  shares from the  conversion  of Series A-1  Preferred
      Stock.
(107) Includes  175,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(108) Includes 22,000 shares of common stock.
(109) Includes  684,313 shares from the conversion of Series A-1 Preferred Stock
      and 50,000 shares underlying common stock purchase warrants.
(110) Includes 70,579 shares of common stock,  731,047 shares  underlying common
      stock  purchase  warrants  and  400,000  shares of common  stock  from the
      exercise of stock options, assuming exercise of all stock options.
(111) Includes 41,720 shares of common stock.
(112) Includes 1,024 shares of common stock.
(113) Includes 2,126 shares underlying common stock purchase warrants.
(114) Includes 3,069 shares of common stock.
(115) Includes  273,725 shares from the conversion of Series A-1 Preferred Stock
      and 20,000 shares underlying common stock purchase warrants.
(116) Includes 120,000 shares underlying common stock purchase warrants.
(117) Includes  400,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(118) Includes 25,833 shares of common stock.
(119) Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(120) Includes 2,675 shares underlying common stock purchase warrants.
(121) Includes  2,022,638  shares from the  conversion  of Series A-1  Preferred
      Stock and 150,000 shares underlying common stock purchase warrants.
(122) Includes 2,342 shares underlying common stock purchase warrants.
(123) Includes  27,773,050  shares from the  conversion  of Series A-1 Preferred
      Stock and 2,055,525 shares underlying common stock purchase warrants.
(124) Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(125) Includes 1,024 shares of common stock.


                                       17





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Philip Lee Hage(126)                            3,069             3,069                  --              --

Stephan Hall(127)                               150,000           150,000                --              --

Stephen Hall(128)                               5,562,500         5,562,500              --              --

William & Susan Hammon(129)                     15,495,260        15,495,260             --              --

William Hammon(130)                             1,550,000         1,550,000              --              --

Lars Hansen(131)                                550,000           550,000                --              --

Paul Harary(132)                                7,750,000         7,750,000              --              --

Russell R. Harris(133)                          1,468,625         1,468,625              --              --

Afi Hasan(134)                                  2,330,600         2,330,600              --              --

Robert C. Hawk(135)                             12,278            12,278                 --              --

Robert M Haxel(136)                             112,633           112,633                --              --

Robert Hayes(137)                               10,333            10,333                 --              --

Wayne Heldt(138)                                26,015            26,015                 --              --

William F. Helwig, Jr.(139)                     6,717             6,717                  --              --

Steven Hill(140)                                3,942             3,942                  --              --

Zenyk Horbowy(141)                              807,750           807,750                --              --

Joaquin P Horton & Nellie R Horton TTEES
FBO Horton Living Trust(142)                    12,278            12,278                 --              --

William Horwitch(143)                           150,000           150,000                --              --

Edmund W. Hubard(144)                           833,334           833,334                --              --

James H Hugar(145)                              6,146             6,146                  --              --

William & Nancy Hugie(146)                      367,163           367,163                --              --


--------
(126) Includes 3,069 shares of common stock.
(127) Includes  150,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(128) Includes  5,562,500  shares from the  conversion  of Series A-1  Preferred
      Stock.
(129) Includes  15,495,260  shares from the  conversion  of Series A-1 Preferred
      Stock.
(130) Includes  1,550,000  shares of common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(131) Includes  412,500 shares from the  conversion of Series A Preferred  Stock
      and 137,500 shares underlying common stock purchase warrants.
(132) Includes  7,750,000  shares from the  conversion  of Series A-1  Preferred
      Stock.
(133) Includes  1,368,625  shares from the  conversion  of Series A-1  Preferred
      Stock and 100,000 shares underlying common stock purchase warrants.
(134) Includes  1,080,600  shares of common stock and 1,250,000  shares from the
      conversion of Series A-1 Preferred Stock.
(135) Includes 12,278 shares of common stock.
(136) Includes  12,633 shares of common stock and 100,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(137) Includes 10,333 shares of common stock.
(138) Includes 26,015 shares of common stock.
(139) Includes 6,717 share of common stock.
(140) Includes 3,942 shares underlying common stock purchase warrants.
(141) Includes  752,750 shares from the conversion of Series A-1 Preferred Stock
      and 55,000 shares underlying common stock purchase warrants.
(142) Includes 12,278 shares of common stock.
(143) Includes  150,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(144) Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(145) Includes 6,146 shares of common stock.
(146) Includes  342,163 shares from the conversion of Series A-1 Preferred Stock
      and 25,000 shares underlying common stock purchase warrants.


                                       18





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Albert S Humphrey III & Cynthia W Humphrey
JT TEN(147)                                     15,347            15,347                 --              --

Ki Douglas Ingersol(148)                        3,069             3,069                  --              --

Innovative Technology Partners II, L.P.(149)    258,333           258,333                --              --

Iroquois Master Fund Ltd.(150)                  3,234,870         3,234,870              --              --

Fakhri Isa(151)                                 26,400            26,400                 --              --

Majdi Isa(152)                                  11,000            11,000                 --              --

Nasri Isa(153)                                  22,000            22,000                 --              --

Mahmoud A Ismail(154)                           1,188,000         1,188,000              --              --

Andrew Jamison(155)                             2,107,152         2,107,152              --              --

William & Joanne Jellison(156)                  724,013           724,013                --              --

Jo-Bar Enterprises LLC(157)                     36,167            36,167                 --              --

Martin T. Johnson(158)                          786,114           786,114                --              --

Ivo L Karadjov(159)                             77,580            77,580                 --              --

Kilaney(160)                                    200,000           200,000                --              --

Ryan E. Kirch(161)                              575,000           575,000                --              --

Richard Kirschner(162)                          3,017             3,017                  --              --

Rafiq Kiswani(163)                              1,128,400         1,128,400              --              --

Klemer & Shelby(164)                            100,000           100,000                --              --

Gary Klever(165)                                496,471           496,471                --              --

Daniel Knight(166)                              300,000           300,000                --              --

Alan S Knitowski & Kelly D Knitowski,
TTEES of the Knitowski Family Trust
DTD 8/3/2000(167)                               74,836            74,836                 --              --

Gloria Kohl(168)                                175,793           175,793                --              --


--------
(147) Includes 15,347 shares of common stock.
(148) Includes 3,069 shares of common stock.
(149) Includes 258,333 shares of common stock.
(150) Includes  3,234,870  shares from the  conversion  of Series A-1  Preferred
      Stock.
(151) Includes 26,400 shares of common stock.
(152) Includes 11,000 shares of common stock.
(153) Includes 22,000 shares of common stock.
(154) Includes 1,188,000 shares of common stock.
(155) Includes  1,607,152  shares from the  conversion  of Series A-1  Preferred
      Stock and  500,000  shares  of common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(156) Includes  674,013 shares from the conversion of Series A-1 Preferred Stock
      and 50,000 shares of underlying common stock purchase warrants.
(157) Includes 36,167 shares of common stock.
(158) Includes  786,114  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(159) Includes  7,580 shares of common  stock and 70,000  shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(160) Includes 200,000 shares underlying common stock purchase warrants.
(161) Includes  125,000 shares from the conversion of Series A-1 Preferred Stock
      and 450,000  shares of common  stock from the  exercise of stock  options,
      assuming exercise of all stock options.
(162) Includes 3,017 shares underlying common stock purchase warrants.
(163) Includes 1,128,400 shares of common stock.
(164) Includes 100,000 shares underlying common stock purchase warrants.
(165) Includes 496,471 shares from the conversion of Series A-1 Preferred Stock.
(166) Includes  300,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(167) Includes  75,793 shares of common stock and 100,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(168) Includes 1,000 shares underlying common stock purchase warrants.


                                       19





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Mark Koplik & Deirdre Henderson(169)            1,000             1,000                  --              --

Laidlaw & Company (UK) Ltd.(170)                129,884           129,884                --              --

Mark W Lamb(171)                                15,347            15,347                 --              --

Ken & Nancy Larsen(172)                         416,667           416,667                --              --

Robert Laughlin(173)                            293,725           293,725                --              --

Bruce M Lawlor(174)                             1,000,000         1,000,000              --              --

Anthony Lee(175)                                590,311           590,311                --              --

Diane Lee(176)                                  26,014            26,014                 --              --

Tony Lee(177)                                   100,000           100,000                --              --

Maris Licis(178)                                889,770           889,770                --              --

Richard Linting(179)                            18,772,613        18,772,613             --              --

Lionbridge Technologies(180)                    176,913           176,913                --              --

Luc Lissoir(181)                                2,166,667         2,166,667              --              --

Rebecca Gould Little(182)                       55,053            55,053                 --              --

LLB Ltd.(183)                                   10,000,000        10,000,000             --              --

Richard Lock(184)                               833,334           833,334                --              --

James R Lockman (Margaret Lockman Trust)(185)   10,333            10,333                 --              --

Daniel Loizzo(186)                              10,075            10,075                 --              --

Dhanaraj Maheswarappa(187)                      70,000            70,000                 --              --

Hans Juergen Mammitzch(188)                     833,334           833,334                --              --

Todd Y. Mapes(189)                              400,000           400,000                --              --


--------
(169) Includes 15,347 shares of common stock.
(170) Includes 129,884 shares underlying common stock purchase warrants.
(171) Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(172) Includes  273,725 shares from the conversion of Series A-1 Preferred Stock
      and 20,000 shares underlying common stock purchase warrants.
(173) Includes 12,850 shares underlying common stock purchase warrants.
(174) Includes 500,000 shares of common stock and 500,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(175) Includes 590,311 shares from the conversion of Series A-1 Preferred Stock.
(176) Includes 26,014 shares of common stock.
(177) Includes  100,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(178) Includes  289,770 shares from the conversion of Series A-1 Preferred Stock
      and 600,000  shares of common  stock from the  exercise of stock  options,
      assuming exercise of all stock options.
(179) Includes  17,772,613  shares from the  conversion  of Series A-1 Preferred
      Stock and  1,000,000  shares of common  stock from the  exercise  of stock
      options, assuming exercise of all stock options.
(180) Includes 176,913 shares from the conversion of Series A-1 Preferred Stock.
(181) Includes  1,625,000 shares from the conversion of Series A Preferred Stock
      and 541,667 shares underlying common stock purchase warrants.
(182) Includes  5,053 shares of common  stock and 50,000  shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(183) Includes  10,000,000  shares from the  conversion  of Series A-1 Preferred
      Stock.
(184) Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(185) Includes 10,333 shares of common stock.
(186) Includes 10,075 shares of common stock.
(187) Includes 70,000 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(188) Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(189) Includes  400,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.


                                       20








                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Hugh Marasa(190)                                82,336            82,336                 --              --

John Marcus(191)                                20,000            20,000                 --              --

Lisette M. Martin(192)                          10,000            10,000                 --              --

Kirsten Matti(193)                              70,000            70,000                 --              --

Olwen Matthews(194)                             450,914           450,914                --              --

Claude M. Maynard II(195)                       3,084             3,084                  --              --

Frank G Mazzola(196)                            1,500,000         1,500,000              --              --

Dave McCool(197)                                1,639             1,639                  --              --

Gerald L. McGarvin Jr.(198)                     1,233,334         1,233,334              --              --

Edgar A McIntosh & Kathleen M McIntosh
JTWROS(199)                                     140,299           140,299                --              --

Glen McKelvey(200)                              11,350            11,350                 --              --

Paris McKenzie(201)                             2,250,000         2,250,000              --              --

John McMaude(202)                               13,460            13,460                 --              --

Heidi McRae(203)                                2,458             2,458                  --              --

D Jonathan Merriman(204)                        15,347            15,347                 --              --

George Middlemas(205)                           22,751            22,751                 --              --

Sheldon Miller(206)                             1,666,667         1,666,667              --              --

Philip Mirabelli(207)                           6,793,470         6,793,470              --              --

Robert Mitro(208)                               112,791           112,,791               --              --

Kelly S Mock(209)                               7,580             7,580                  --              --

Kenneth A Monnig(210)                           367,163           367,163                --              --

Mark J Morgenstern(211)                         625,000           625,000                --              --

Jim Morriss(212)                                600,000           600,000                --              --


--------
(190) Includes 82,336 shares underlying common stock purchase warrants.
(191) Includes 20,000 shares underlying common stock purchase warrants.
(192) Includes 10,000 shares of common stock.
(193) Includes 70,000 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(194) Includes  400,914 shares from the conversion of Series A-1 Preferred Stock
      and 50,000  shares of common  stock from the  exercise  of stock  options,
      assuming exercise of all stock options.
(195) Includes 3,084 shares underlying common stock purchase warrants.
(196) Includes 1,500,000 shares of common stock.
(197) Includes 1,639 shares of common stock.
(198) Includes  925,000 shares from the  conversion of Series A Preferred  Stock
      and 308,334 shares underlying common stock purchase warrants.
(199) Includes 140,299 shares of common stock.
(200) Includes 11,350 shares underlying common stock purchase warrants.
(201) Includes  2,250,000  shares from the  conversion  of Series A-1  Preferred
      Stock.
(202) Includes 13,460 shares underlying common stock purchase warrants.
(203) Includes 2,458 shares of common stock.
(204) Includes 15,347 shares of common stock.
(205) Includes 22,751 shares of common stock.
(206) Includes  1,250,000 shares from the conversion of Series A Preferred Stock
      and 416,667 shares underlying common stock purchase warrants.
(207) Includes  6,793,470  shares from the conversion  of  Series A-1  Preferred
      Stock.
(208) Includes 112,791 shares of common stock.
(209) Includes 7,580 shares of common stock.
(210) Includes  342,163 shares from the conversion of Series A-1 Preferred Stock
      and 25,000 shares underlying common stock purchase warrants.
(211) Includes 625,000 shares of common stock.
(212) Includes  600,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.


                                       21





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Charles T Murphy(213)                           500,000           500,000                --              --

Craig Myers(214)                                537,413           537,413                --              --

Michael Neppl(215)                              71,400            71,400                 --              --

Peter Neubauer(216)                             10,333            10,333                 --              --

Brett Newbold(217)                              5,411,100         4,695,924              --              --

Newbold, Inc.(218)                              2,600,000         2,600,000              --              --

Heidi B Newton(219)                             402,114           402,114                --              --

Nitkey Holding Inc.(220)                        1,468,625         1,468,625              --              --

Ray Nofi(221)                                   734,313           734,313                --              --

Peter Nordin(222)                               4,444,451         4,444,451              --              --

Peter Nordin APS(223)                           3,333,334         3,333,334              --              --

Northport III Private Equity, LLC(224)          25,833            25,833                 --              --

Northwestern Mutual Life Insurance
Company(225)                                    16,612,321        16,612,321             --              --

Robin Nunley (226)                              70,000            70,000                 --              --

Lawrence O'Brien(227)                           8,000             8,000                  --              --

Michael O'Donnell(228)                          15,347            15,347                 --              --

Richard D O'Hallaron & Mary Phyllis
O'Hallaron JT TEN(229)                          3,069             3,069                  --              --

Thomas P O'Hallaron & Joyce L
O'Hallaron(230)                                 13,623            13,623                 --              --

William P O'Keefe(231)                          4,400             4,400                  --              --

Robert O'Neel(232)                              125,000           125,000                --              --

Gregory Orlandella(233)                         505,781           505,781                --              --


--------
(213) Includes  375,000 shares from the  conversion of Series A Preferred  Stock
      and 125,000 shares underlying common stock purchase warrants.
(214) Includes 537,413 shares from the conversion of Series A-1 Preferred Stock.
(215) Includes 71,400 shares from the conversion of Series A-1 Preferred Stock.
(216) Includes 10,333 shares of common stock.
(217) Includes  759,824  shares of common  stock and  3,936,100  shares from the
      conversion of Series A-1 Preferred Stock.
(218) Includes 2,600,000 shares of common stock.
(219) Includes 202,114 shares of common stock and 200,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(220) Includes  1,368,625  shares from the  conversion  of Series A-1  Preferred
      Stock and 100,000 shares underlying common stock purchase warrants.
(221) Includes  684,313 shares from the conversion of Series A-1 Preferred Stock
      and 50,000 shares underlying common stock purchase warrants.
(222) Includes  3,333,338 shares from the conversion of Series A Preferred Stock
      and 1,111,113 shares underlying common stock purchase warrants.
(223) Includes  2,500,000 shares from the conversion of Series A Preferred Stock
      and 833,334 shares underlying common stock purchase warrants.
(224) Includes 25,833 shares of common stock.
(225) Includes  800,833  shares  of common  stock,  15,111,488  shares  from the
      conversion of Series A-1  Preferred  Stock and 700,000  shares  underlying
      common stock purchase warrants.
(226) Includes 70,000 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(227) Includes 8,000 shares of common stock.
(228) Includes 15,347 shares of common stock.
(229) Includes 3,069 shares of common stock.
(230) Includes 13,623 shares of common stock.
(231) Includes 4,400 shares of common stock.
(232) Includes 125,000 shares of common stock.
(233) Includes  490,781 shares from the conversion of Series A-1 Preferred Stock
      and 15,000 shares underlying common stock purchase warrants.


                                       22





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Mohamed Othman(234)                             44,000            44,000                 --              --

Talat Othman(235)                               220,000           220,000                --              --

David Paladino(236)                             1,512             1,512                  --              --

Joel Parker(237)                                5,000             5,000                  --              --

Roland Pedraza(238)                             250               250                    --              --

Richard Pence(239)                              734,313           734,313                --              --

Petros Ventures Limited Partnership(240)        33,583            33,583                 --              --

Phoenix Capital Partners(241)                   2,523,850         2,523,850

Gregory V Pierce(242)                           95,264            95,264                 --              --

Richard Pim(243)                                833,334           833,334                --              --

Louis Quagliata(244)                            367,163           367,163                --              --

Bernard Questier(245)                           1,666,667         1,666,667              --              --

Joseph E & Sandra C Quinn JTWROS(246)           416,667           416,667                --              --

William Rabetz(247)                             833,334           833,334                --              --

James K & Sharon A Randolph(248)                2,937,263         2,937,263              --              --

Jerry Rawlinson(249)                            146,863           146,863                --              --

Hugh Regan(250)                                 20,850            20,850                 --              --

James Reid(251)                                 32,092            32,092                 --              --

Nancy Reif(252)                                 211,384           211,384                --              --

Ron Richards(253)                               2,341             2,341                  --              --

Lyle Riegel(254)                                10,333            10,333                 --              --

Charles Rimicci(255)                            575,000           575,000                --              --


--------
(234) Includes 44,000 shares of common stock.
(235) Includes 220,000 shares of common stock.
(236) Includes 1,512 shares underlying common stock purchase warrants.
(237) Includes 5,000 shares of common stock.
(238) Includes 250 shares underlying common stock purchase warrants.
(239) Includes  684,313 shares from the conversion of Series A-1 Preferred Stock
      and 50,000 shares underlying common stock purchase warrants.
(240) Includes 33,583 shares of common stock.
(241) Includes  2,523,850  shares from the  conversion  of Series A-1  Preferred
      Stock.
(242) Includes  25,264  shares of common stock and 70,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(243) Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(244) Includes  342,163 shares from the conversion of Series A-1 Preferred Stock
      and 25,000 shares underlying common stock purchase warrants.
(245) Includes  1,250,000  shares from the  conversion  of Series A-1  Preferred
      Stock and 416,667 shares underlying common stock purchase warrants.
(246) Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(247) Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(248) Includes  2,737,263  shares from the  conversion  of Series A-1  Preferred
      Stock and 200,000 shares underlying common stock purchase warrants.
(249) Includes  136,863 shares from the conversion of Series A-1 Preferred Stock
      and 10,000 shares underlying common stock purchase warrants.
(250) Includes 20,850 shares underlying common stock purchase warrants.
(251) Includes 32,092 shares underlying common stock purchase warrants.
(252) Includes 211,384 shares underlying common stock purchase warrants.
(253) Includes 2,341 shares of common stock.
(254) Includes 10,333 shares of common stock.
(255) Includes 575,000 shares of common stock.


                                       23





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Kathleen Robinson(256)                          50,000            50,000                 --              --

Fredric Rosman(257)                             833,334           833,334                --              --

Patricia Rossi(258)                             225,000           225,000                --              --

Robert Rotunno(259)                             198,590           198,590                --              --

Richard Rozzi(260)                              800,000           800,000                --              --

Frederick Ruby(261)                             13,907            13,907                 --              --

Ruddick Asset Management(262)                   12,182,575        12,182,575             --              --

Jason Russo(263)                                1,538,474         1,538,474              --              --

Schadler Living Trust(264)                      2,937,263         2,937,263              --              --

Arlin Schmidt(265)                              1,468,625         1,468,625              --              --

David Schorr(266)                               1,046,518         1,046,518              --              --

Victor Schwartz(267)                            2,476,663         2,476,663              --              --

Adam Scott(268)                                 70,492            70,492                 --              --

Seabatical LLC(269)                             1,875,000         1,875,000              --              --

Nabil Shabshab(270)                             88,000            88,000                 --              --

Hasan Shalabi(271)                              10,000            10,000                 --              --

Jamileh Shalabi(272)                            10,000            10,000                 --              --

Kamal Shalabi(273)                              10,000            10,000                 --              --

Khalil Shalabi(274)                             10,000            10,000                 --              --

Andrea Shellard(275)                            37,500            37,500                 --              --

Sherleigh Associates Inc. Profit Sharing
Plan(276)                                       23,125,000        23,125,000             --              --

Peter J Shoebridge(277)                         101,058           101,058                --              --

Alex Shtaynberger(278)                          10,850            10,850                 --              --


--------
(256) Includes 50,000 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(257) Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(258) Includes 100,000 shares of common stock and 125,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(259) Includes 198,590 shares underlying common stock purchase warrants.
(260) Includes 400,000 shares of common stock and 400,000 shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(261) Includes 13,907 shares of common stock.
(262) Includes  12,182,575  shares from the  conversion  of Series A-1 Preferred
      Stock.
(263) Includes 1,538,474 shares underlying common stock purchase warrants.
(264) Includes  2,737,263  shares from the  conversion  of Series A-1  Preferred
      Stock and 200,000 shares underlying common stock purchase warrants.
(265) Includes  1,368,625  shares from the  conversion  of Series A-1  Preferred
      Stock and 100,000 shares underlying common stock purchase warrants.
(266) Includes  69,435  shares  of  common  stock and  977,083  shares  from the
      conversion of Series A-1 Preferred Stock.
(267) Includes 2,109,500 shares  of  common  stock,   342,163  shares  from  the
      conversion  of Series A-1  Preferred  Stock and 25,000  shares  underlying
      common stock purchase warrants.
(268) Includes 70,492 shares underlying common stock purchase warrants.
(269) Includes 1,875,000 shares of common stock.
(270) Includes 88,000 shares of common stock.
(271) Includes 10,000 shares of common stock.
(272) Includes 10,000 shares of common stock.
(273) Includes 10,000 shares of common stock.
(274) Includes 10,000 shares of common stock.
(275) Includes  37,500 shares  common stock from the exercise of stock  options,
      assuming exercise of all stock options.
(276) Includes  23,125,000  shares from the  conversion  of Series A-1 Preferred
      Stock.
(277) Includes 101,058 shares of common stock.
(278) Includes 10,850 shares underlying common stock purchase warrants.


                                       24





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Alvin I Siegel(279)                             930,834           597,500                --              --

Bruce Silver(280)                               175               175                    --              --

Peter Silverman(281)                            14,052            14,052                 --              --

Graham Smith(282)                               4,333,334         4,333,334

Paul B Smith(283)                               198,925           198,925                --              --

Tawfiq Abu Soud(284)                            333,333           333,333                --              --

Thomas Bradley Sprague(285)                     367,163           367,163                --              --

Robert and Carol Stoops(286)                    139,068           139,068                --              --

Stubbs, Alderton & Markiles LLP(287)            40,250            40,250                 --              --

Dave W. Sutch(288)                              12,278            12,278                 --              --

John Telfer(289)                                7,850             7,850                  --              --

Ten X Consulting and Business Development,
LLC(290)                                        176,000           176,000                --              --

R. Andrew Thamert(291)                          57,580            57,580                 --              --

Thominvest OY(292)                              3,818,438         3,818,438              --              --

Scott Thorne(293)                               70,000            70,000                 --              --

Robert Tiefenbacher Jr.(294)                    416,667           416,667                --              --

TJM Investment Management(295)                  37,500            37,500                 --              --

Transaction Audit Group(296)                    11,383            11,383                 --              --

Steven J Trinco(297)                            264,000           264,000                --              --

William D. Turner(298)                          291,667           291,667                --              --

Daniel E Twing(299)                             353,701           353,701                --              --

Greg Unis(300)                                  200,000           200,000                --              --


--------
(279) Includes 597,500 shares of common stock.
(280) Includes 175 shares underlying common stock purchase warrants.
(281) Includes 14,052 shares underlying common stock purchase warrants.
(282) Includes  3,250,000 shares from the conversion of Series A Preferred Stock
      and 1,083,334 shares underlying common stock purchase warrants.
(283) Includes 198,925 shares of common stock.
(284) Includes  250,000 shares from the  conversion of Series A Preferred  Stock
      and 83,333 shares underlying common stock purchase warrants.
(285) Includes  342,163 shares from the conversion of Series A-1 Preferred Stock
      and 25,000 shares underlying common stock purchase warrants.
(286) Includes 139,068 shares of common stock.
(287) Includes 40,250 shares  underlying common stock purchase  warrants.  Scott
      Alderton,  the  managing  partner of  Stubbs,  Alderton  &  Markiles,  LLP
      exercises voting and investment power over these shares.
(288) Includes 12,278 shares of common stock.
(289) Includes 7,850 shares underlying common stock purchase warrants.
(290) Includes 176,000 shares of common stock.
(291) Includes  7,580 shares of common  stock and 50,000  shares of common stock
      from the  exercise  of  stock  options,  assuming  exercise  of all  stock
      options.
(292) Includes  3,558,438  shares from the  conversion  of Series A-1  Preferred
      Stock and 260,000 shares underlying common stock purchase warrants.
(293) Includes 70,000 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(294) Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(295) Includes 37,500 shares of common stock.
(296) Includes 11,383 shares of common stock.
(297) Includes 264,000 shares of common stock.
(298) Includes  218,750 shares from the  conversion of Series A Preferred  Stock
      and 72,917 shares underlying common stock purchase warrants.
(299) Includes 353,701 shares of common stock.
(300) Includes  200,000  shares  of  common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.


                                       25





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Arnold Urson(301)                               833,334           833,334                --              --

Chuck Valadares(302)                            8,277             8,277                  --              --

F Van Kasper(303)                               30,695            30,695                 --              --

Arco van Nieuwland(304)                         24,465,752        24,465,752             --              --

Ondrej Vanha(305)                               12,633            12,633                 --              --

Natan & Miryam Vishlitsky(306)                  2,185,613         2,185,613              --              --

Michael Wagner(307)                             7,850             7,850                  --              --

Ryan Walsh(308)                                 101,058           101,058                --              --

John R Walter(309)                              235,242           235,242                --              --

Joe Warady(310)                                 35,200            35,200                 --              --

Braden Waverley(311)                            2,201,119         2,201,119              --              --

Wehler(312)                                     881,175           881,175                --              --

Martin R Weigand(313)                           416,667           416,667                --              --

Wells Fargo Van Kasper(314)                     200,619           200,619                --              --

Chester P. White & Melissa White(315)           15,347            15,347                 --              --

Hubert Wieser(316)                              587,450           587,450                --              --

Brian Wilhite(317)                              6,139             6,139                  --              --

Blake Williams(318)                             734,313           734,313                --              --

John T Wilson(319)                              416,667           416,667                --              --

Michael Wirth(320)                              187,500           187,500                --              --

Barry Wojcik(321)                               1,666,667         1,666,667              --              --


--------
(301) Includes  625,000 shares from the  conversion of Series A Preferred  Stock
      and 208,334 shares underlying common stock purchase warrants.
(302) Includes 8,277 shares of common stock.
(303) Includes 30,695 shares of common stock.
(304) Includes 7,500,000 shares from the conversion of Series A Preferred stock,
      13,465,750  shares from the  conversion of Series A-1 Preferred  Stock and
      3,500,002 shares underlying common stock purchase warrants.
(305) Includes 12,633 shares of common stock.
(306) Includes  2,035,613  shares from the  conversion  of Series A-1  Preferred
      Stock and 150,000 shares underlying common stock purchase warrants.
(307) Includes 7,850 shares underlying common stock purchase warrants.
(308) Includes 101,058 shares of common stock.
(309) Includes 51,667 shares of common stock, 171,075 shares from the conversion
      of Series A-1 Preferred  Stock and 12,500 shares  underlying  common stock
      purchase warrants.
(310) Includes 35,200 shares of common stock.
(311) Includes  2,201,119  shares of common  stock  from the  exercise  of stock
      options, assuming exercise of all stock options.
(312) Includes  821,175 shares from the conversion of Series A-1 Preferred Stock
      and 60,000 shares underlying common stock purchase warrants.
(313) Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(314) Includes 200,619 shares of common stock.
(315) Includes 15,347 shares of common stock.
(316) Includes  547,450 shares from the conversion of Series A-1 Preferred Stock
      and 40,000 shares underlying common stock purchase warrants.
(317) Includes 6,139 shares of common stock.
(318) Includes  684,313 shares from the conversion of Series A-1 Preferred Stock
      and 50,000 shares underlying common stock purchase warrants.

(319) Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(320) Includes 187,500 shares of common stock.
(321) Includes 1,250,000  shares from the conversion of Series A Preferred Stock
      and 416,667 shares underlying common stock purchase warrants.


                                       26





                                                                                                   PERCENTAGE OF
                                                SHARES                            SHARES           SHARES
                                                BENEFICIALLY      SHARES TO BE    BENEFICIALLY     BENEFICIALLY
                                                OWNED BEFORE      SOLD IN THE     OWNED AFTER      OWNED AFTER
SELLING STOCKHOLDER                             OFFERING          OFFERING        OFFERING         OFFERING (1)
----------------------------------------------- ----------------- --------------- ---------------- ---------------
                                                                                             
Eric Christian Wold(322)                        15,347            15,347                 --              --

Mike Wolff(323)                                 59,405            59,405                 --              --

Ned Woodman (324)                               50,000            50,000                 --              --

Lyle E. Wright(325)                             416,667           416,667                --              --

Robert E. Yaw III(326)                          3,154,375         3,154,375              --              --

Susan & Michael Zabkar(327)                     444,451           444,451                --              --

Susan Zabkar IRA(328)                           444,451           444,451                --              --

Mark Zimmerman(329)                             50,000            50,000                 --              --

Ron Zuckerman(330)                              2,175             2,175                  --              --

Oseas Zuluaga(331)                              7,850             7,850                  --              --
                                                ----------------- --------------- ---------------- ---------------
       TOTAL                                    517,722,031       516,040,188            --              --



PLAN OF DISTRIBUTION.

The Selling Stockholders and any of their respective pledgees, donees, assignees
and other  successors-in-interest  may,  from  time to time,  sell any or all of
their shares of Common Stock on any stock exchange,  market or trading  facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling  Stockholders may use any one or more of
the following methods when selling shares:

      o     ordinary  brokerage  transactions  and  transactions  in  which  the
            broker-dealer solicits the purchaser;

      o     block  trades in which the  broker-dealer  will  attempt to sell the
            shares as agent but may  position  and resell a portion of the block
            as principal to facilitate the transaction;

      o     purchases  by  a  broker-dealer  as  principal  and  resale  by  the
            broker-dealer for its account;

      o     an  exchange  distribution  in  accordance  with  the  rules  of the
            applicable exchange;

      o     privately-negotiated transactions;

      o     short sales that are not  violations of the laws and  regulations of
            any state or the United States;

      o     broker-dealers  may agree with the  Selling  Stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     through the writing of options on the shares;

      o     a combination of any such methods of sale; and

      o     any other method permitted pursuant to applicable law.

The  Selling  Stockholders  may  also  sell  shares  under  Rule 144  under  the
Securities  Act, if available,  rather than under this  prospectus.  The Selling
Stockholders  shall  have the sole and  absolute  discretion  not to accept  any
purchase  offer or make any sale of shares if they deem the purchase price to be
unsatisfactory at any particular time.


----------
(322) Includes 15,347 shares of common stock.
(323) Includes 59,405 shares from the conversion of Series A-1 Preferred Stock.
(324) Includes 50,000 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(325) Includes  312,500 shares from the  conversion of Series A Preferred  Stock
      and 104,167 shares underlying common stock purchase warrants.
(326) Includes  3,154,375  shares from the  conversion  of Series A-1  Preferred
      Stock.
(327) Includes  333,338 shares from the  conversion of Series A Preferred  Stock
      and 111,113 shares underlying common stock purchase warrants.
(328) Includes  333,338 shares from the  conversion of Series A Preferred  Stock
      and 111,113 shares underlying common stock purchase warrants.
(329) Includes 50,000 shares of common stock from the exercise of stock options,
      assuming exercise of all stock options.
(330) Includes 2,175 shares underlying common stock purchase warrants.
(331) Includes 7,850 shares underlying common stock purchase warrants.


                                       27



The Selling  Stockholders  may also engage in short sales  against the box, puts
and  calls  and other  transactions  in our  securities  or  derivatives  of our
securities and may sell or deliver shares in connection with these trades.

The Selling  Stockholders or their respective pledgees,  donees,  transferees or
other successors in interest, may also sell the shares directly to market makers
acting as principals  and/or  broker-dealers  acting as agents for themselves or
their customers.  Such  broker-dealers  may receive  compensation in the form of
discounts,  concessions or commissions from the Selling  Stockholders and/or the
purchasers of shares for whom such  broker-dealers  may act as agents or to whom
they  sell  as  principal  or  both,  which  compensation  as  to  a  particular
broker-dealer  might be in excess of customary  commissions.  Market  makers and
block  purchasers  purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling  stockholder  will attempt to sell
shares  of  Common  Stock  in  block  transactions  to  market  makers  or other
purchasers  at a price per share which may be below the then market  price.  The
Selling Stockholders cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the Selling Stockholders.  The Selling
Stockholders and any brokers,  dealers or agents, upon effecting the sale of any
of the shares offered in this prospectus,  may be deemed to be "underwriters" as
that term is  defined  under the  Securities  Act of 1933,  as  amended,  or the
Securities  Exchange Act of 1934, as amended, or the rules and regulations under
such acts;  provided,  however,  the broker-dealers that are included as Selling
Stockholders  in this  prospectus  that did not receive the securities  included
herein for  investment  banking  services are considered  underwriters.  In such
event, any commissions  received by such broker-dealers or agents and any profit
on the resale of the shares  purchased by them may be deemed to be  underwriting
commissions or discounts under the Securities Act.

We are required to pay all fees and expenses incident to the registration of the
shares, including fees and disbursements of counsel to the Selling Stockholders,
but excluding brokerage commissions or underwriter discounts.

The Selling Stockholders,  alternatively, may sell all or any part of the shares
offered in this prospectus  through an underwriter.  No selling  stockholder has
entered  into any  agreement  with a  prospective  underwriter  and  there is no
assurance that any such agreement will be entered into.

The Selling  Stockholders  may pledge  their shares to their  brokers  under the
margin provisions of customer agreements.  If a Selling Stockholders defaults on
a margin  loan,  the broker may,  from time to time,  offer and sell the pledged
shares. The Selling Stockholders and any other persons participating in the sale
or  distribution  of the shares will be subject to applicable  provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations under
such act,  including,  without  limitation,  Regulation M. These  provisions may
restrict  certain  activities of, and limit the timing of purchases and sales of
any of the shares by, the Selling  Stockholders or any other such person. In the
event  that  the  Selling  Stockholders  are  deemed  affiliated  purchasers  or
distribution  participants  within the meaning of Regulation M, then the Selling
Stockholders will not be permitted to engage in short sales of Common Stock.

Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from  simultaneously  engaging in market making and certain other
activities with respect to such securities for a specified  period of time prior
to the commencement of such  distributions,  subject to specified  exceptions or
exemptions.  In regards to short sales,  the selling  stockholder can only cover
its short position with the securities they receive from us upon conversion.  In
addition,  if such short sale is deemed to be a stabilizing  activity,  then the
selling  stockholder  will not be  permitted  to engage  in a short  sale of our
Common  Stock.  All of these  limitations  may affect the  marketability  of the
shares.

We have agreed to indemnify the Selling  Stockholders,  or their  transferees or
assignees,   against  certain  liabilities,   including  liabilities  under  the
Securities  Act of 1933,  as amended,  or to  contribute to payments the Selling
Stockholders  or  their  respective  pledgees,   donees,  transferees  or  other
successors in interest, may be required to make in respect of such liabilities.

If the Selling Stockholders notify us that they have a material arrangement with
a  broker-dealer  for the resale of the Common  Stock,  we would be  required to
amend the registration  statement of which this prospectus is a part, and file a
prospectus   supplement   to  describe  the   agreements   between  the  Selling
Stockholders and the broker-dealer.


                                       28



LEGAL PROCEEDINGS.

SEC INVESTIGATION

Pursuant  to  Section  20(a)  of the  Securities  Act and  Section  21(a) of the
Exchange Act, the staff of the SEC (the "Staff"), issued an order (IN THE MATTER
OF  PATRON  SYSTEMS,   INC.  -  ORDER  DIRECTING  A  PRIVATE  INVESTIGATION  AND
DESIGNATING  OFFICERS TO TAKE  TESTIMONY  (C-03739-A,  February 12,  2004)) (the
"Order")  that a  private  investigation  (the "SEC  Investigation")  be made to
determine whether certain our actions and certain of the actions of our officers
and directors and others (as described  below) violated Section 5(a) and 5(c) of
the  Securities  Act  and/or  Section 10 and Rule  10b-5  promulgated  under the
Exchange Act. Generally,  the Order provides, among other things, that the Staff
is investigating  (i) the legality of two (2) separate  Registration  Statements
filed by us on Form S-8,  filed on December  20,  2002 and on April 2, 2003,  as
amended on April 9, 2003 (collectively, the "Registration Statements"), covering
the resale of, in the  aggregate,  4,375,000  shares of Common  Stock  issued to
certain of our consultants,  and (ii) whether in connection with the purchase or
sale of shares of Common Stock,  certain of our  officers,  directors and others
(a) sold Common Stock in violation  of Section 5 of the  Securities  Act and/or,
(b) made  misrepresentations  and/or omissions of material facts and/or employed
fraudulent  devices in connection  with such purchases  and/or sales relating to
certain of our press releases regarding, among other items, proposed mergers and
acquisitions  that were never  consummated.  If the SEC brings an action against
us, it could  result in,  among  other  items,  a civil  injunctive  order or an
administrative  cease-and-desist  order being entered against us, in addition to
the imposition of a significant civil penalty.  Moreover,  the SEC Investigation
and/or a subsequent  SEC action could affect  adversely  our ability to have our
Common Stock become listed on a stock exchange and/or quoted on the OTC Bulletin
Board or NASDAQ,  our ability to sell our securities  and/or have our securities
registered with the SEC and/or in various states and/or our ability to implement
our business  plan. To date, our legal counsel  representing  us in such matters
has  indicated  that the SEC  Investigation  is  ongoing  and the  Staff has not
indicated  whether  it  will  or will  not  recommend  that  the  SEC  bring  an
enforcement action against us, our officers, directors and/or others.

EXISTING LITIGATION AGAINST THE COMPANY

On January 5, 2006,  Mark P. Gertz,  Trustee in  bankruptcy  for Arter & Hadden,
LLP,  filed an Adversary  Complaint  for Recovery of Assets of the Estate in the
United  States  Bankruptcy  Court  Northern  District of Ohio Eastern  Division,
against us as successor in merger to Entelagent  Software  Corp. Mr. Gertz seeks
$32,278 plus  interest  accruing at the  statutory  rate since July 15, 2003 for
services rendered by Arter & Hadden, LLP to Entelagent Software Corp.. We intend
to respond to this complaint  within the time allotted by statute.  We intend to
attempt to settle this claim.

On May 4,  2006,  we  became  aware  that Lok  Technologies,  Inc.  had  filed a
complaint on or about March 30, 2006 against us,  Entelagent  Software Corp. and
unnamed  defendants in the Superior Court of  California,  County of Santa Clara
alleging  breach of contract,  breach of duty of good faith and fair dealing and
unjust enrichment  related to a license agreement and certain  promissory notes,
and seeking damages, interest, disgorgement of any unjust enrichment, attorneys'
fees and cost in an amount to be  provided.  Prior to receipt of this  notice of
litigation,  we had  recorded a liability of $320,000  plus accrued  interest of
$159,432.  We believe that we have defenses to these claims.

There can be no assurance  that we will be  successful in resolving any of these
claims.  In the event that we are required to pay damages in connection with any
one or more of the claims  asserted in these actions,  such payment could have a
material adverse effect on our business and operations.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

ROBERT W. CROSS, CHIEF EXECUTIVE OFFICER & DIRECTOR; AGE 68

Robert  Cross  joined the  Company on February  28, 2005 as its Chief  Executive
Officer.  Mr.  Cross has more than  twenty  years  CEO-level  experience  in the
development and marketing of information technologies,  including secure systems
for  intelligence  agencies and NATO markets.  From 1984 through 2004, Mr. Cross
was Chief  Executive  Officer of Cross  Technologies,  Inc., a business  process
outsourcing  firm  specializing  in the  structuring  and  commercialization  of
information  technologies.  From 1993 through 1998,  Mr. Cross was President and
CEO of


                                       29



Nanophase  Technologies  Corp.  (NASDAQ:  NANX).  From 1984 through 1989, he was
Chairman and CEO of Delta Data Systems Corp., a manufacturer of secure computers
and peripherals  for government  intelligence  agencies.  From 1983 to 1984, Mr.
Cross led the financial turnaround of Control Video Corporation,  predecessor to
America Online (AOL). Prior thereto, Mr. Cross was General Counsel of Electronic
Data Systems.  Prior thereto,  Mr. Cross was a securities  counsel with Winthrop
Stimson Putnam & Roberts. Mr. Cross received his business and legal education at
Washington  University in St.  Louis.  He is a Marine Corps  veteran,  and is an
active  member of Business  Executives  for  National  Security and the Illinois
Technology  Development  Alliance.  Mr.  Cross has  served as a  director  since
February 28, 2005 with a term expiring at the Company's  2007 Annual  Meeting of
Stockholders.

BRADEN WAVERLEY, CHIEF OPERATING OFFICER & DIRECTOR; AGE 39

Mr.  Waverley  joined the  Company on February  17, 2006 as its Chief  Operating
Officer.  Mr.  Waverely  has been an active  advisor to  start-up  companies  in
technology services,  distribution and software,  Mr. Waverley was most recently
President of Vsource, Inc., a publicly traded business process outsourcing (BPO)
services firm from 2002 to 2004. While at Vsource, he was responsible for sales,
marketing,  solutions development,  public and investor relations, and strategic
planning.  Under  his  leadership  the  Company  expanded  account  acquisition,
positioning  the  business for a  successful  sale to an Asian based  investment
group.  From 1996 to 2001,  Mr.  Waverley was with Dell Inc.,  where he was Vice
President and General Manager in the company's  Canadian  operations.  With full
P&L  responsibility for the Consumer and Small Business  Divisions,  he grew the
combined  business  unit to over $500  million in sales and the top market share
position in Canada.  Previously,  he held marketing and general management posts
for Dell's  business  throughout the  Asia-Pacific  region,  where he grew a new
business unit over  five-fold,  with sales in excess of $250  million.  Prior to
Dell,  Mr.  Waverley  co-founded  Paradigm  Research,  a  successful  management
consulting  firm  specializing  in  business  process  automation  and  redesign
strategies. Clients came from industries such as computer hardware, software and
wireless  technology.  Earlier,  Mr.  Waverley  held  operations  and  marketing
management  positions at Motorola,  Inc. Mr.  Waverley holds a bachelors  degree
from  the  University  of  Wisconsin  at  Madison,  and a  masters  of  business
administration   from  the  J.L.   Kellogg  Graduate  School  of  Management  at
Northwestern  University.  Mr.  Waverley has served as a director since July 20,
2006 with a term expiring at the Company's 2008 Annual Meeting of Stockholders.

BRETT NEWBOLD, PRESIDENT & CHIEF TECHNOLOGY OFFICER; AGE 53

Mr. Newbold rejoined the Company on February 28, 2005 as its President and Chief
Technology  Officer.  From  October  2002 until June 2003,  Mr.  Newbold was the
Company's Chief Technology Officer and President, Technology Products Group. Mr.
Newbold has more than twenty-five  years of software  development and technology
company  management  experience.  From 1989 through 1997,  Mr.  Newbold was Vice
President/Research  &  Development,  New  Technologies  for  Oracle  Corporation
(NASDAQ: ORCL), where he held senior operating management responsibility for the
selection,  development and integration of new technologies,  reporting directly
to Oracle's Chief Executive Officer, Mr. Larry Ellison.  Thereafter, Mr. Newbold
was  President and Chief  Operating  Officer of Open Text  Corporation  (NASDAQ:
OTEX), a market leader of collaboration and knowledge management software. Since
1999,  Mr.  Newbold  served  as an  Executive  Consultant  to  various  software
development  companies.  Mr.  Newbold  received his  undergraduate  education in
physics at the University of Washington.

MARTIN T. "TORK" JOHNSON, CHIEF FINANCIAL OFFICER; AGE 55

Mr.  Johnson  joined the  Company on February  17,  2006 as its Chief  Financial
Officer.  Mr.  Johnson  has  served  as  an  independent   consultant  providing
financial,  strategy and operations consulting services since 2002. From 2000 to
2001, he was Vice  President - Planning and Business  Development  for Cabletron
Systems,  a provider  of  network  hardware,  network  management  software  and
consulting  services.  From 1999 to 2000, Mr. Johnson was Senior Vice President,
Chief Financial Officer for MessageMedia, Inc., a publicly-held e-mail messaging
services  and  software  company.  From 1993 to 1999,  he worked for  Technology
Solutions  Company,  a  publicly-held   management  and  information  technology
professional  services  firm.  Initially,  he led the business  case  consulting
practice  serving as Vice President,  Business Case Consulting and from February
1994 was the firm's Senior Vice President and Chief Financial Officer. From 1990
to 1993, he was Corporate  Controller for The Marmon Group, Inc., a $4.5 billion
autonomous  association of over 70 independent  member  companies.  From 1987 to
1990,  he was Vice  President-Finance  and  Chief  Financial  Officer  of COMNET
Corporation,  a publicly-held  computer  software and computer services firm and
was  also  Vice   President-Finance   and  Chief   Financial   Officer  for  its
publicly-held subsidiary, Group 1 Software, Inc. Mr. Johnson holds a bachelor of
science in electrical  engineering  degree from Lehigh  University and a masters
degree in  management  from the J.L.  Kellogg  Graduate  School of Management at
Northwestern University.


                                       30



HEIDI B. NEWTON, VICE PRESIDENT, FINANCE AND ADMINISTRATION; AGE 44

Ms.   Newton  most   recently  was  Vice   President  of  Finance  and  CFO  for
IDK/NETdelivery,  having joined IDK/NETdelivery in June 2001. Prior to that, she
was CFO for both  ENSCICON  Corporation  and  American  Pharmaceutical  Services
(APS).  In  both  roles,  Ms.  Newton  was  responsible  for  reengineering  and
development of all areas of finance and administration  with a focus on customer
service.  With  APS,  she was  responsible  for over 20  acquisitions  and joint
ventures, assisting in growing the business from $50M to more than $330M in five
years.  She  has  participated  with a  variety  of  institutional  and  private
investors to market companies and business segments.  Ms. Newton is a CPA, holds
a BS in Accounting and an MBA from California Polytechnic University.

GEORGE M. MIDDLEMAS, DIRECTOR; AGE 59

Mr. Middlemas is Managing General Partner of Apex Investment Partners.  Prior to
joining Apex in 1991, Mr. Middlemas was a Senior Vice President and Principal of
Inco Venture  Capital  Management.  Prior  thereto,  he was Vice President and a
member of the investment  commitment  committee of Citicorp Venture Capital. Mr.
Middlemas was a founder of both America  Online (AOL) and RSA Security  (NASDAQ:
RSAS).  Mr.  Middlemas  holds a B.A.  in  history  and  political  science  from
Pennsylvania State University;  an M.A. in political science from the University
of  Pittsburgh;  and an M.B.A.  from the  Harvard  Graduate  School of  Business
Administration.  Mr.  Middlemas has served as a director since February 28, 2005
with a term expiring at the Company's 2009 Annual Meeting of  Stockholders.  Mr.
Middlemas also serves on the board of directors and the  compensation  committee
of the board of directors of Pure Cycle Corporation.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership of our Common Stock as of July 21, 2006,  by (i) each person (or group
of affiliated  persons) who is known by us to  beneficially  own more than 5% of
the  outstanding  shares of our Common  Stock,  (ii) each of our  directors  and
executive  officers,  and (iii) all of our executive officers and directors as a
group.  Under Rule 13d-3,  certain shares may be deemed to be beneficially owned
by more than one person (if, for example, persons share the power to vote or the
power  to  dispose  of  the  shares).  In  addition,  shares  are  deemed  to be
beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which
the  information  is provided.  In  computing  the  percentage  ownership of any
person,  the amount of shares  outstanding  is deemed to  include  the amount of
shares  beneficially  owned by such person  (and only such  person) by reason of
these acquisition  rights. As a result,  the percentage of outstanding shares of
any person as shown in this  table does not  necessarily  reflect  the  person's
actual  ownership or voting power with respect to the number of shares of Common
Stock  actually  outstanding  at July 11, 2006. As of July 11, 2006,  there were
63,933,536 shares of Common Stock  outstanding.  Except as otherwise  indicated,
the  address  of each of the  executive  officers,  directors  and more  than 5%
stockholders  named below is c/o Patron Systems,  Inc.,  5775 Flatiron  Parkway,
Suite 230, Boulder, CO 80301.


                                   AMOUNT AND NATURE OF
CERTAIN BENEFICIAL OWNERS          BENEFICIAL OWNERSHIP         PERCENT OF CLASS
-------------------------          --------------------         ----------------

DIRECTORS & EXECUTIVE
OFFICERS

Robert W. Cross(1)                            1,066,667                     1.6%
Braden Waverley(2)                              697,021                     1.1%
Brett Newbold(3)                              4,075,000                     6.4%
Martin T. Johnson(4)                            248,936                        *
Heidi B. Newton(5)                              252,114                        *
George M. Middlemas                              22,751                        *
ALL DIRECTORS AND EXECUTIVE
   OFFICERS AS A GROUP(6)                     6,362,489                     9.7%


                                       31


5% STOCKHOLDERS
Apex Investment Fund V, L.P.(7)              11,547,838                    15.3%
   225 W. Washington St.,
   Suite 1500
   Chicago, Illinois 60606

*   Less than 1%
(1)      Consists of 1,000,000  shares of Common Stock that may be acquired from
         the  Company  within  60 days of July 21,  2006  upon the  exercise  of
         outstanding stock options.

(2)      Consists of 697,021  shares of Common  Stock that may be acquired  from
         the  Company  within  60 days of July 21,  2006  upon the  exercise  of
         outstanding stock options.

(3)      Consists of 1,475,000 shares of Common Stock that are directly owned by
         Mr.  Newbold,  and  2,600,000  shares of Common Stock owned by Newbold,
         Inc., a corporation of which Mr. Newbold is the sole stockholder.

(4)      Consists of 248,936  shares of Common  Stock that may be acquired  from
         the  Company  within  60 days of July 21,  2006  upon the  exercise  of
         outstanding stock options.

(5)      Consists of 50,000 shares of Common Stock that may be acquired from the
         Company  within  60  days  of  July  21,  2006  upon  the  exercise  of
         outstanding stock options.

(6)      Consists of 1,995,957  shares of Common Stock that may be acquired from
         the  Company  within  60 days of July 21,  2006  upon the  exercise  of
         outstanding stock options.

(7)      Consists of 11,547,838 shares of Common Stock that may be acquired from
         the  Company  within  60 days of July 21,  2006  upon the  exercise  of
         outstanding warrants.

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership of our Series A-1  Preferred  Stock as of July 21,  2006,  by (i) each
person (or group of affiliated  persons) who is known by us to beneficially  own
more than 5% of the outstanding  shares of Series A-1 Preferred Stock, (ii) each
of our directors and executive officers, and (iii) all of our executive officers
and directors as a group, as applicable. Under Rule 13d-3, certain shares may be
deemed  to be  beneficially  owned by more than one  person  (if,  for  example,
persons  share the  power to vote or the power to  dispose  of the  shares).  In
addition,  shares are deemed to be beneficially  owned by a person if the person
has the right to acquire the shares (for  example,  upon  exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the  percentage  ownership of any person,  the amount of shares  outstanding  is
deemed to include  the amount of shares  beneficially  owned by such person (and
only such  person)  by  reason of these  acquisition  rights.  As a result,  the
percentage of  outstanding  shares of any person as shown in this table does not
necessarily  reflect the person's actual  ownership or voting power with respect
to the number of shares of Series A-1 Preferred  Stock  actually  outstanding at
July 21, 2006. As of July 21, 2006,  there were 36,990,946  shares of Series A-1
Preferred Stock outstanding.

                                      AMOUNT AND NATURE OF       PERCENT OF
CERTAIN BENEFICIAL OWNERS             BENEFICIAL OWNERSHIP         CLASS
-------------------------             --------------------       ----------
5% HOLDERS
Apex Investment Fund V, L.P.               10,607,316                28.7%
   225 W. Washington St.,
   Suite 1500
   Chicago, Illinois 60606
Per Gustafsson                              2,777,305                 7.5%
   Sodergatan 20A
   Vaxjo, Sweden 35235
Sherleigh Associates Inc.                   2,312,500                 6.3%
Profit Sharing Plan
   c/o Jack Silver
   920 5th Avenue, Apt. 3B
   New York, NY 10021


                                       32



Patrick J. Allin                            1,875,000                 5.1%
   311 Belle Foret Drive
   Lake Bluff, IL 60044


The  following  table  sets  forth  certain  information   regarding  beneficial
ownership  of our  Series A  Preferred  Stock as of July 21,  2006,  by (i) each
person (or group of affiliated  persons) who is known by us to beneficially  own
more than 5% of the outstanding shares of Series A Preferred Stock, (ii) each of
our directors and executive  officers,  and (iii) all of our executive  officers
and directors as a group, as applicable. Under Rule 13d-3, certain shares may be
deemed  to be  beneficially  owned by more than one  person  (if,  for  example,
persons  share the  power to vote or the power to  dispose  of the  shares).  In
addition,  shares are deemed to be beneficially  owned by a person if the person
has the right to acquire the shares (for  example,  upon  exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the  percentage  ownership of any person,  the amount of shares  outstanding  is
deemed to include  the amount of shares  beneficially  owned by such person (and
only such  person)  by  reason of these  acquisition  rights.  As a result,  the
percentage of  outstanding  shares of any person as shown in this table does not
necessarily  reflect the person's actual  ownership or voting power with respect
to the number of shares of Series A Preferred Stock actually outstanding at July
21, 2006. As of July 21, 2006, there were 964 shares of Series A Preferred Stock
outstanding.

                                      AMOUNT AND NATURE OF       PERCENT OF
CERTAIN BENEFICIAL OWNERS             BENEFICIAL OWNERSHIP         CLASS
-------------------------             --------------------       ----------
5% HOLDERS
Apex Investment Fund V, L.P.                  250                  25.9%
   225 W. Washington St.,
   Suite 1500
   Chicago, Illinois 60606
Acro Van Nieuwland                            120                  12.4%
   Bunde 8
   2970 Schilde
   Belgium
Peter Nordin APS                               93.3334              9.7%
   Bakkevei 2A
   DK 3070
   Snekkersten, Denmark
Graham Smith                                   52                   5.4%
   Vicolo Sport 15
   20029 Turbigo
   Milan, Italy


CHANGES IN CONTROL

On January 12, 2006, we issued a Stock  Subscription  Agreement & Mutual Release
to each of our creditors  and claimants  pursuant to which we would sell to such
creditors  and/or claimants shares of our Series A-1 Preferred Stock in exchange
for a  final  and  binding  settlement  with  respect  to any  and  all  claims,
liabilities,  demands,  causes  of  action,  costs,  expenses,  attorneys  fees,
damages,  indemnities,  and  obligations  of every  kind and  nature  that  such
creditors  and/or  claimants may have with us.  Creditors  and/or claimants that
have  accepted  our  offer,  have been  issued  an  aggregate  of  approximately
36,990,946  shares of Series  A-1  Preferred  Stock.  The  shares of Series  A-1
Preferred Stock will  automatically  convert into  369,909,461  shares of Common
Stock at such time that we amend our certificate of  incorporation,  as amended,
to provide for the conversion of all shares of Series A-1 Preferred Stock. Based
on  63,933,536  shares  Common Stock  outstanding  as of July 21,  2006,  if the
automatic  conversion  of the Series A-1  Preferred  Stock were to occur on such
date,  the creditors  and/or  claimants  would own  approximately  85.37% of the
issued and outstanding  shares of Common Stock. As of July 21, 2006,  36,990,946
shares  of  Series  A-1  Preferred  Stock  were  outstanding,  convertible  into
369,909,461 shares of Common Stock.

On March 27,  2006,  pursuant  to the  consummation  of the  Series A  Preferred
financing for aggregate  proceeds of $4,820,501,  we issued to the purchasers of
Series A Preferred  Stock an aggregate of 964 shares of Series A Preferred Stock
and warrants to purchase an aggregate of 20,085,446  shares of Common Stock. The
964  shares of Series A  Preferred  Stock are,  subject  to certain  conditions,
convertible  at the option of the holders  thereof,  into  60,256,264  shares of
Common Stock.  Based on 63,933,536 shares of Common Stock outstanding as of July
21, 2006,  if all holders of Series A Preferred  Stock elected to convert all of
their shares of Series A Preferred Stock and


                                       33



to  exercise  all of their  warrants  issued  in  connection  with the  Series A
Preferred  financing on such date,  such holders of Series A Preferred Stock and
warrants would own approximately  55.8% of the issued and outstanding  shares of
Common Stock.

DESCRIPTION OF SECURITIES.

COMMON STOCK

We are authorized to issue up to 150,000,000 shares of Common Stock,. As of July
21, 2006, there were 63,933,536 shares of Common Stock  outstanding.  Holders of
the Common  Stock are  entitled to one vote per share on all matters to be voted
upon by the  stockholders.  Holders  of Common  Stock are  entitled  to  receive
ratably such dividends, if any, as may be declared by our board of directors out
of funds legally  available  therefore.  Upon the liquidation,  dissolution,  or
winding up of our company, the holders of Common Stock are entitled,  subject to
the rights of holders of our  preferred  stock,  to share  ratably in all of our
assets which are legally  available for distribution  after payment of all debts
and other liabilities and liquidation preferences.  Holders of Common Stock have
no preemptive,  subscription,  redemption or conversion  rights. The outstanding
shares of Common Stock are validly issued, fully paid and nonassessable.

An  aggregate  of  approximately  486,165,523  shares of Common  Stock have been
reserved  for  issuance as of July 21, 2006  pursuant  to  outstanding  options,
warrants, an accommodation agreement and preferred stock. Accordingly, no shares
of Common Stock remain  available for corporate  purposes.  On July 20, 2006 our
stockholders  approved  a  reverse  stock  split  pursuant  to  which  every  30
outstanding shares will become one outstanding  share. In addition,  on July 20,
2006, our  stockholders  approved the adoption of the Patron Systems,  Inc. 2006
Stock Incentive Plan which provides for the issuance of an additional  5,600,000
shares of Common Stock, on a post-reverse split basis.

SERIES A PREFERRED STOCK

We are authorized to issue up to 75,000,000 shares of preferred stock, par value
$0.01 per share.  We have designated  2,160 shares of Series A Preferred  Stock.
The Series A  Preferred  Stock has a stated  value of $5,000  per share,  has no
maturity date,  carries a dividend of 10% per annum, with such dividend accruing
on a cumulative  basis and is payable only (i) at such time as declared  payable
by our board of  directors or (ii) in the event of  liquidation,  as part of the
liquidation preference amount ("Liquidation Preference Amount"). The Liquidation
Preference  Amount is equal to 125% of the sum of: (i) the  stated  value of any
then  unconverted  shares of Series A  Preferred  Stock and (ii) any accrued and
unpaid  dividends  thereon.  An  event of  liquidation  means  any  liquidation,
dissolution or winding up of the Company,  whether voluntary or involuntary,  as
well as any change of  control of the  Company  which  includes  the sale by the
Company of either  (x)  substantially  all its assets or (y) the  portion of its
assets which comprises its core business technology, products or services.

The Series A Preferred Stock is convertible,  at the option of the holder,  into
shares of Common  Stock  ("Conversion  Shares") at an initial  conversion  price
("Initial  Conversion  Price) which shall be $0.08 per share based on the stated
value of the Series A 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 Series A Preferred  Stock is mandatorily  convertible at the then applicable
conversion  price  ("Conversion  Price") into shares of Common Stock at the then
applicable  Conversion  Price on the date that:  (i) there shall be an effective
registration  statement covering the resale of the Conversion  Shares,  (ii) the
average  closing price of Common Stock,  for a period of 20 consecutive  trading
days is at least 250% of the then  applicable  Conversion  Price,  and (iii) the
average  daily  trading  volume of Common  Stock for the same period is at least
250,000 shares.

SERIES A-1 PREFERRED STOCK

We have designated  50,000,000 shares of preferred stock as Series A-1 Preferred
Stock. The Series A-1 Preferred Stock has a stated value of $0.80 per share, has
no maturity date,  carries a non-cumulative  dividend of 5% per annum, with such
dividend  payable  only (i) at such  time as  declared  payable  by our board of
directors  or (ii)  in the  event  of  liquidation,  as part of the  liquidation
preference amount ("Series A-1 Liquidation Preference Amount").


                                       34



The Series  A-1  Liquidation  Preference  Amount is equal to the sum of: (i) the
stated value of any then  unconverted  shares of Series A-1 Preferred  Stock and
(ii) any accrued and unpaid dividends thereon. An event of liquidation means any
liquidation,  dissolution  or winding up of the  Company,  whether  voluntary or
involuntary,  as well as any change of control of the Company which includes the
sale by the  Company  of  either  (x)  substantially  all its  assets or (y) the
portion of its assets which comprises its core business technology,  products or
services.

The Series A-1 Preferred  Stock is not  convertible at the option of the holder.
Each share of Series A-1  Preferred  Stock  automatically  converts  into Common
Stock, at a conversion price of $0.08 per share based on the stated value of the
Series A-1  Preferred  Stock,  upon the  effectiveness  of an  amendment  to our
certificate  of  incorporation   which  provides  for  a  sufficient  number  of
authorized  shares to permit  the  exercise  or  conversion  of all  issued  and
outstanding  shares of Series A Preferred Stock,  Series A-1 Preferred Stock and
all options, warrants and other rights to acquire shares of Common Stock.

COMMON STOCK PURCHASE WARRANTS AND STOCK OPTIONS

We currently have 40,176,183 common stock purchase warrants and 15,547,233 stock
options  outstanding.  The common stock purchase  warrants are each  exercisable
into one share of Common  Stock at the  holder's  option  at an  exercise  price
ranging between $0.10 and $1.70 per warrant.

The stock  options are each  exercisable  into one share of Common  Stock at the
holder's options at an exercise price ranging from $0.01 to $4.00 per option.

POTENTIAL ANTI-TAKEOVER EFFECTS

Certain provisions of our certificate of incorporation,  bylaws and Delaware law
may have the effect of delaying,  deferring or discouraging  another person from
acquiring control of the Company.

Our certificate of incorporation,  as amended,  allows our board of directors to
issue an additional  34,484,220 shares of preferred stock, in one or more series
and with such rights and preferences  including  voting rights,  without further
stockholder  approval.  In the  event  that our  board of  directors  designates
additional  series of  preferred  stock with rights and  preferences,  including
super-majority  voting rights,  and issues such preferred  stock,  the preferred
stock could make our  acquisition by means of a tender offer, a proxy contest or
otherwise, more difficult, and could also make the removal of incumbent officers
and  directors  more  difficult.  As a  result,  these  provisions  may  have an
anti-takeover  effect.  The preferred  stock  authorized in our  certificate  of
incorporation,  as amended, may inhibit changes of control that are not approved
by our board of directors.  These  provisions  could limit the price that future
investors might be willing to pay in the future for our Common Stock. This could
have the effect of delaying,  deferring or preventing a change in control of the
Company.  The issuance of preferred stock could also effectively limit or dilute
the voting power of our stockholders.  Accordingly,  as amended, such provisions
of our certificate of incorporation  may discourage or prevent an acquisition or
disposition of our business that could  otherwise be in the best interest of our
stockholders.

Following  the  Amendment,  we will have  available  approximately  136  million
(accounting  for  automatic  conversion  of  the  Series  A-1  Preferred  Stock)
authorized but unissued shares of our Common Stock available for future issuance
without stockholder approval.  These additional shares may be used for a variety
of corporate  purposes,  including a future public offering to raise  additional
capital,  corporate  acquisitions  and employee  benefit plans. The existence of
authorized but unissued shares of Common Stock may enable our board of directors
to issue  shares of stock to  persons  friendly  to  existing  management.  As a
result, our issuance of these shares could have an anti-takeover effect.

In addition,  our board of directors  is grouped into three  classes,  as nearly
equal in number as possible.  Directors hold office for staggered terms of three
years and one of the three classes is elected each year to succeed the directors
whose terms are  expiring.  The  staggered  nature of election of members to our
board of  directors  may make it  difficult  to  effect  a change  of  incumbent
management and control.  As our board of directors  currently  consists of three
(3)  members,  it would take two annual  meetings  to replace a majority  of our
board of directors.  This feature may also serve to entrench management and make
its removal or replacement more difficult.


                                       35



Finally, we are subject to the provisions of Section 203 of the Delaware General
Corporation Law. That section  provides,  with some exceptions,  that a Delaware
corporation may not engage in any of a broad range of business combinations with
a person  or  affiliate,  or  associate  of the  person,  who is an  "interested
stockholder" for a period of three years from the date that the person became an
interested  stockholder  unless:  (i)  the  transaction  resulting  in a  person
becoming an interested stockholder,  or the business combination, is approved by
the  board  of  directors  of the  corporation  before  the  person  becomes  an
interested stockholder;  (ii) the interested stockholder acquires 85% or more of
the  outstanding  voting stock of the corporation in the same  transaction  that
makes it an interested  stockholder,  excluding  shares owned by persons who are
both officers and directors of the corporation, and shares held by some employee
stock  ownership  plans;  or (iii) on or after the date the  person  becomes  an
interested   stockholder,   the   business   combination   is  approved  by  the
corporation's  board of directors  and by the holders of at least 66 2/3% of the
corporation's  outstanding  voting  stock  at  an  annual  or  special  meeting,
excluding   shares  owned  by  the   interested   stockholder.   An  "interested
stockholder"  is defined  as any person  that is (a) the owner of 15% or more of
the outstanding voting stock of the corporation or (b) an affiliate or associate
of the corporation  and was the owner of 15% or more of the  outstanding  voting
stock of the  corporation at any time within the three-year  period  immediately
prior to the date on which it is sought to be  determined  whether the person is
an interested stockholder.

TRANSFER AGENT

Our transfer agent is American  Stock Transfer and Trust Company.  Their address
is 459 Maiden Lane, New York, New York 10038 and their telephone number is (212)
936-5100.

LEGAL MATTERS

Stubbs Alderton & Markiles,  LLP, Sherman Oaks, California will issue an opinion
with respect to the validity of the shares of Common Stock being offered hereby.

EXPERTS

Marcum & Kliegman LLP, Independent Registered Public Accountants,  have audited,
as set forth in their report thereon appearing elsewhere herein, Patron Systems,
Inc. and subsidiaries  consolidated  financial  statements at December 31, 2005,
and the related consolidated statements of operations,  changes in stockholders'
deficiency,  and cash flows for each of the two years in the  period  then ended
that appear in the prospectus.  The financial  statements  referred to above are
included in this prospectus with reliance upon the independent registered public
accountant's opinion based on their expertise in accounting and auditing.

DISCLOSURE  OF  COMMISSION   POSITION  OF  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES.

The Delaware General  Corporation Law and certain provisions of our Bylaws under
certain circumstances provide for indemnification of our officers, directors and
controlling persons against liabilities which they may incur in such capacities.
A summary of the circumstances in which such  indemnification is provided for is
contained herein, but this description is qualified in its entirety by reference
to our bylaws and to the statutory provisions.

In general, any officer, director,  employee or agent may be indemnified against
expenses,  fines,  settlements or judgments  arising in connection  with a legal
proceeding  to which such person is a party,  if that  person's  actions were in
good faith,  were  believed to be in our best  interest,  and were not unlawful.
Unless  such  person  is   successful   upon  the  merits  in  such  an  action,
indemnification  may be  awarded  only  after  a  determination  by  independent
decision  of the  board  of  directors,  by legal  counsel,  or by a vote of the
stockholders,  that the applicable  standard of conduct was met by the person to
be indemnified.

The circumstances  under which  indemnification is granted in connection with an
action  brought on our behalf is  generally  the same as those set forth  above;
however,  with  respect to such  actions,  indemnification  is granted only with
respect  to  expenses  actually  incurred  in  connection  with the  defense  or
settlement of the action. In such


                                       36



actions,  the  person to be  indemnified  must have acted in good faith and in a
manner  believed to have been in our best  interest,  and have not been adjudged
liable for negligence or misconduct.

Indemnification  may also be granted  pursuant to the terms of agreements  which
may be  entered  into in the future or  pursuant  to a vote of  stockholders  or
directors.  The statutory  provision  cited above also grants the power to us to
purchase  and maintain  insurance  which  protects  our  officers and  directors
against any  liabilities  incurred in  connection  with their  service in such a
position, and such a policy may be obtained by us.

A  stockholder's  investment may be adversely  affected to the extent we pay the
costs of settlement and damage awards against directors and officers as required
by these indemnification  provisions. At present, there is no pending litigation
or proceeding  involving any of our directors,  officers or employees  regarding
which  indemnification  by us is  sought,  nor are we  aware  of any  threatened
litigation that may result in claims for indemnification.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers or persons  controlling  us pursuant to the
foregoing  provisions,  we have been  informed  that, in the opinion of the SEC,
this indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.


DESCRIPTION OF BUSINESS

CORPORATE BACKGROUND

Patron  Systems,  Inc., a Delaware  corporation  ("Systems") was formed in April
2002 to provide  comprehensive,  end-to-end  information  security  solutions to
global corporations and government  institutions.  Systems' business plan was to
acquire and  operate  high  profit  potential  companies  with  technologies  in
information  and homeland  security  applications  for businesses and government
institutions.

On October 11, 2002, Combined Professional Services,  Inc. ("CPS"),  Systems and
the  stockholders  of Systems  consummated a share exchange  ("Share  Exchange")
pursuant to an Amended and Restated Share Exchange Agreement, whereby CPS issued
to each Systems  stockholder,  on a one-for-one basis and in exchange for all of
the  outstanding  shares of Systems'  capital stock,  an aggregate of 25,400,000
shares of its common stock. Upon the closing of the Share Exchange,  the Systems
stockholders held approximately 85% of the outstanding capital stock of CPS, and
Systems  became a wholly owned  subsidiary  of CPS. The former  stockholders  of
Systems became the majority owners of CPS following the completion of the Shares
Exchange.  Accordingly,  Systems  was  deemed  to be the  acquirer  of  CPS  for
accounting  purposes and the  transaction  was accounted for as a reverse merger
and recapitalization of Systems.

On November 22, 2002, CPS announced that it changed its name to Patron Holdings,
Inc. ("Holdings"), effective as of November 21, 2002, and that it would trade on
the OTC Bulletin Board under the symbol "PAHG."

On March 27,  2003,  Holdings  merged  with and into  Systems for the purpose of
changing its state of  incorporation  from Nevada to Delaware  ("Redomestication
Merger").  Systems was the surviving corporation of the Redomestication  Merger,
and its Second Amended and Restated  Certificate of  Incorporation,  Amended and
Restated  Bylaws and Board of  Directors  became  the  governing  documents  and
governing  body,  respectively,  of the  surviving  corporation.  The  surviving
corporation  is referred to herein as "we," "us," the  "Company" or "Patron." In
connection  with  the  Redomestication  Merger,  Patron  filed  with  the  SEC a
successor  entity  report on Form  8K-12g-3,  whereby  Patron  succeeded  to the
reporting obligations of Holdings under the Exchange Act.

Subsequent  to the  Redomestication  Merger  and  prior to the  acquisitions  we
consummated on February 25, 2005 and March 30, 2005  (described  below),  we had
minimal  business  operations.  As of September  25, 2003,  all of our employees
except for our Chief Executive Officer had resigned. Upon the resignation of our
Chief  Executive  Officer on January 21, 2004,  we had no employees and only one
Director, the non-executive Chairman of the Board.

In  April of 2004,  we  failed  to meet the  reporting  requirements  under  the
Exchange Act. As a result,  we were  de-listed  from  NASDAQ's  Over-the-Counter
Bulletin Board quotation system. During 2005, we completed the filing of


                                       37



a Form 10-KSB  covering the period from April 30, 2002  (inception)  to December
31, 2004,  completed the filing of Forms 10-QSB for the periods ending March 31,
2005, June 30, 2005 and September 30, 2005 and filed a Form 8-K covering each of
the  acquisitions  completed  on February  25, 2005 and March 30,  2005.  We are
current with all SEC filings as of December 31,  2005.  Since  November 14, 2005
our listing has been  reinstated  on NASDAQ's  Over-the-Counter  Bulletin  Board
quotation system.

On February 25, 2005,  we  consummated  the  acquisitions  of Complete  Security
Solutions,  Inc. and LucidLine,  Inc.  pursuant to the filings of Agreements and
Plans of Merger  with the  Secretaries  of State of the States of  Delaware  and
Illinois, respectively. On February 28, 2005, we consummated a private placement
with accredited  investors in the amount of $3.5 million.  On March 30, 2005, we
consummated the acquisition of Entelagent  Software Corp. pursuant to the filing
of an Agreement  and Plan of Merger with the  Secretary of State of the State of
California. We discuss these transactions in further detail in this report.

Our  acquisitions  have  allowed  us to  offer  a set of  software  applications
designed to solve a set of  enterprise-level  customer problems  associated with
electronic message management,  whether in the form of e-mail, eforms or instant
messaging.  Our  software  and  services  solutions  are  designed  to help  our
customers  create,  manage and apply  complex  rule sets that  support  business
policies, enhance work flow processes, enforce regulatory compliance, and reduce
the time,  cost and  overhead  of  message  management.  Our  suite of  products
addresses e-mail policy  management,  e-mail retention  policies,  archiving and
electronic  discovery  ("eDiscovery"),  proactive  e-mail  supervision,  and the
protection of messages and their  attachments  in motion and at rest. Our eforms
solution enables customers to quickly and easily create forms,  capture,  share,
and manage data in an industry standard format.

PATRON'S BUSINESS PLAN

PATRON'S STRATEGY

Patron's  strategic  mission  is to  solve  a set of  enterprise-level  customer
problems associated with electronic message  management,  whether in the form of
e-mail,  eforms or instant  messaging.  Our software and services  solutions are
designed to help our customers  create,  manage and apply complex rule sets that
support  business  policies,  enhance work flow  processes,  enforce  regulatory
compliance,  and reduce the time, cost and overhead of message  management.  Our
suite of products addresses mailbox management, e-mail policy management, e-mail
retention policies, archiving and eDiscovery,  proactive e-mail supervision, and
the  protection  of messages and their  attachments  in motion and at rest.  Our
eforms solution enables  customers to quickly and easily create forms,  capture,
share, and manage data in an industry standard format.

We serve customers in highly  regulated  industries such as financial  services,
legal, public safety and law enforcement,  healthcare and  pharmaceuticals.  The
market  demand for our  offerings  grows with each new breach of data  security,
each new regulation enacted to protect  information,  and each civil or criminal
legal   proceeding   whose  outcome  hinges  on  the  production  of  electronic
communications.   Policy  management  of  information  security  and  regulatory
compliance  has been called "Y2K without an end" and Patron Systems is committed
to serving this market for the duration.

PATRON'S MARKETPLACE

E-mail   is   becoming   the   standard    form   of   internal    company   and
business-to-business  communications.  AIIM  International  and Kahn  Consulting
released a 2003  report  revealing  the  ubiquitous  nature of e-mail  usage for
critical  business  communications.   E-mail  is  being  used  to  transmit  and
collaborate   on  the  most   sensitive   corporate  and  customer   identifying
information. In 2003, ASIS International released a report discussing the impact
of proprietary information loss or theft from within or outside the network. The
participating  Fortune 1000 companies recorded the cost of intellectual property
losses  between  $53 and $59 billion in 2001.  Although it is believed  that the
greatest perceived threat is from outside the enterprise,  as the Federal Bureau
of  Investigation  has noted,  the simple fact is that  approximately  70% of IT
damage and theft comes from inside an  organization.  Forty  percent of reported
incidents of known or suspected  losses involved the most business  critical and
regulated  information:  customer data, strategic plans, financial data, and R &
D.


                                       38



Legislation such as the Sarbanes-Oxley Act, the Health Insurance Portability and
Accountability  Act  (HIPAA),  Gramm-Leach-Bliley,  the  USA  PATRIOT  Act,  the
California  Security Breach Law, and the Securities and Exchange Commission rule
17a-4 is creating a regulatory  imperative to force  corporations and government
enterprises to adopt critical  compliance  measures in order to not run afoul of
the new regulatory requirements for information integrity and security.  Current
legislation  poses  serious  challenges  to  information  security  strategy and
experience  tells  us that  future  legislative  actions  will  not  reduce  the
regulatory burden on corporate information security strategy, but rather will be
increasing that regulatory burden.

A March 2005 IDC  research  report noted that the global  market for  compliance
information management will grow at 22% a year through 2009.

The review of e-mail for compliance with corporate  policies and the archival of
messages  necessary  to comply  with the  various  regulations  noted above is a
rapidly  growing  marketplace.  An April 2005 Gartner study of the e-mail active
archiving  marketplace  noted that the market for e-mail  archiving  and message
management solutions is growing at 58% a year through 2009 with a market size of
$883 million in 2009.

Critical to the successful  implementation  of an e-mail  archival system is the
ability to utilize the system's query and reporting tools to enable  eDiscovery.
Corporations  are utilizing  archival and eDiscovery  software  applications  to
reduce their litigation support costs. Law firms and litigation  consultants are
utilizing archival and eDiscovery software to participate in the rapidly growing
market of electronic discovery of documents, e-mail, etc. in support of lawsuits
of all types.  A study by EDDix LLC has indicated that the market for eDiscovery
is growing at 35% a year and is currently a $2 billion marketplace.

OUR BUSINESS MODEL

Our business  strategy is to develop products and technologies  that will enable
us to close gaps in the management of an organization's  messaging  environment.
We believe that the products we intend to develop, when used in conjunction with
products  that already exist in the  marketplace,  will enable us to enhance the
design and  operating  effectiveness  of existing  messaging  systems and enable
compliance with governance guidelines and standards, administrative policies and
codes of conduct and provide  expedited  support in  litigation  situations.  We
believe that our value  proposition is in our ability to design a  comprehensive
messaging  protection,  supervision,  archival  and ,  discovery  solution  that
integrates our products with existing products.

As  described  above,  we acquired in early 2005  certain  businesses  that have
developed  software  products and also provide various business and professional
services  specifically  designed and adapted to meet these goals.  Such products
and services consist of unique  electronic  messaging  surveillance,  electronic
forms  delivery  and  management  and data  backup,  retrieval  and  restoration
technologies as well as the associated assessment, implementation,  training and
operation tools,  methodologies  and materials.  These products and services are
used in a variety of financial, healthcare,  commercial and government entities.
A  brief   description  of  these   acquired   businesses  and  their  areas  of
specialization are as follows:

         ENTELAGENT SOFTWARE CORP.:  Entelagent  Software Corp.  ("Entelagent"),
         through the PolicyBridge(TM) message management product suite, provides
         flexible and scalable  real-time  content-aware  e-mail  monitoring and
         post-event  review of e-mail messages and their  attachments as well as
         infrastructure for knowledge management of archived e-mail messages and
         attachments  in  all  media.  Entelagent's  e-mail  content  monitoring
         technology  addresses  the need  for  comprehensive  internal  security
         measures  to  safeguard  company  intellectual  capital.   Entelagent's
         content  management  solutions work in compliance  with  regulatory and
         legislative drivers including SEC and HIPAA mandates.

         LUCIDLINE,  INC.:  LucidLine,  Inc.  ("LucidLine")  was a  provider  of
         bundled and branded high speed Internet access and synchronized  remote
         data back-up,  retrieval,  and restoration services. With the change in
         operating  focus away from  Homeland  Security and services  associated
         with that  effort,  the  Company  completed  the sale of the  LucidLine
         business on April 18, 2006.


                                       39



         COMPLETE  SECURITY  SOLUTIONS,  INC.:  Prior to being  acquired  by us,
         Complete Security  Solutions,  Inc. ("CSSI")  consummated a merger with
         IDK Enterprises,  Inc. d.b.a. NETdelivery  ("IDK/NETdelivery") pursuant
         to  which  CSSI  acquired  all  of  the  outstanding  common  stock  of
         IDK/NETdelivery. We believe IDK/NETdelivery was one of the first United
         States based  companies to create  software  that  supported  real-time
         secure   collection,   delivery  and  sharing  of  field-based   report
         information  for public safety  agencies.  Based on the latest  e-forms
         (electronic   forms)   technology,    we   believe    IDK/NETdelivery's
         FormStream(TM)  messaging  solutions  give law  enforcement  and  other
         justice agencies  secure,  real-time access to field reporting data for
         use  inside  a  department  or  in a  multi-jurisdictional  information
         sharing  system.  We believe  IDK/NETdelivery  addresses the urgency of
         Homeland Security initiatives by enforcing data transfer standards such
         as Global  Justice  XML.  We believe  that this  technology  provides a
         platform  to  facilitate  real time  data  collection  and  information
         sharing between disparate agencies in a timely and accurate fashion.

The Company  expects to  generate  its  revenue  from sales of software  product
licenses and services  associated with the PolicyBridge and FormStream  software
products.  PolicyBridge  and FormStream  software  product  licenses  (described
below)  will be  licensed  on a  perpetual  right to use or a finite term basis.
Pricing will typically be based on the number of users.

POLICYBRIDGE

PolicyBridge  is an enterprise  class "e-mail  policy  manager"  which  empowers
enterprises to:

         o        Ensure compliance with external government regulations

         o        Enforce internal administrative policies

         o        Enable corporate governance

         o        Expedite litigation support

         o        Eliminate  reputation  damage  caused by the loss of nonpublic
                  customer or patient information

         o        Guard corporate trade secrets

The  core of  PolicyBridge  is our  "Policy  Library"  with  its  collection  of
customizable  policy  templates  to manage  all  aspects  of  e-mail  archiving,
discovery,  supervision, and protection.  Currently in release 6.0, PolicyBridge
is packed with customer-driven features which have been incorporated as a result
of installations in a variety of industries.

PolicyBridge's  basic  capability  provides  message  archive and  discovery for
regulatory compliance and litigation  assistance.  Its powerful and feature rich
integrated  archive  query  process  drastically  reduces  the  time and cost of
message retrieval for audit or legal discovery.

At a higher  level  PolicyBridge  empowers  managers to choose from a library of
e-mail policies that address a broad range of executive  level concerns  ranging
from  protection  of  customer  or patient  private  information  and  corporate
intellectual  property,  to  employee  conduct,  to  improper  use of  corporate
computer and network  assets.  PolicyBridge  not only protects from risk of loss
and litigation but enables new, secure communication channels with customers and
partners.

Flexibility and speed of policy  application are hallmarks of PolicyBridge.  Our
policy library comes complete with purpose built policies which are  constructed
using various attributes such as:

         o        Word, phrase, or pattern matching within the subject,  body or
                  attachment

         o        Sender-receiver  combinations  such as user names, user group,
                  and domains

         o        Attachment type or size

PolicyBridge  provides a range of "policy actions" that can be applied to e-mail
and attachments, including:

         o        BLOCK from leaving the enterprise,  i.e.  protection from loss
                  of intellectual  property,  company confidential  information,
                  and trade secrets

         o        RETURN to the sender with pre-scripted message, i.e. a warning
                  or explanatory  message allowing for the on-going security and
                  compliance   training   which  is  required  by  each  of  the
                  regulations that affect corporations


                                       40



         o        QUARANTINE for administrative review

         o        ROUTE to  administrator,  supervisor  or  appropriate  subject
                  matter expert; and

         o        SELECTIVELY  WRAP in an electronic  envelope that protects the
                  contents  with  encryption  and rights  management  rules that
                  persist  even after the  recipient  has  accessed  the e-mail.
                  Wrapping  is  perfect  to  protect  intellectual  property  or
                  regulated   content  embedded  in  documents  such  as  credit
                  applications,  customer  lists,  registration  documents,  and
                  spreadsheets  whether they are stored locally during creation,
                  in transit, or archived on a network server.

PolicyBridge  provides a message  archive and discovery  agent for secure e-mail
storage and  retrieval.  It supports a wide range of storage device types and is
hierarchical storage manager independent.  PolicyBridge  provides a powerful and
feature rich integrated archive query process that drastically  reduces the time
and cost of e-mail retrieval for audit or legal discovery.

FORMSTREAM

FormStream  provides  a  complete  solution  for the  collection,  distribution,
management,  and analysis of form-based public safety,  government and corporate
information.  Based on the latest eforms technology, XML and Global Justice XML,
a  powerful  routing  capability,  and an  open-standards  approach,  our  field
reporting and analysis tools allow an  organization  to easily create forms that
replicate their present ones,  routes these forms to the appropriate  people and
allow secure analysis of that  information.  FormStream  gives law  enforcement,
EMS, fire and other  organizations  real-time access to field reporting data for
use inside a department or in a multi-jurisdictional information sharing system.

FormStream  provides a complete  electronic  forms  solution  that  enables easy
filing of incident  reports from vehicles using computers with wireless  network
connectivity or in situations  where network  connections are not available.  It
also offers a comprehensive  secure e-mail solution to eliminate  sensitive case
information  leakage. It provides a secure "electronic case file" solution and a
high-availability  and redundant  solution for the storage and back up of public
safety data.

FormStream provides secure electronic form creation,  movement,  and management.
FormStream makes fillable  electronic  forms creation easy. Once created,  forms
can be published to internal or external users. If forms are pre-populated  with
FormStream  registration  information or external  databases,  organizations can
automatically  capture  form data and  extract it into  existing  databases  and
legacy systems. FormStream provides powerful functionality to further streamline
processes, such as attaching payments and routing forms.

FormStream  integrates with a wide range of computer-aided  dispatch and records
management  systems  that  have  been  utilized  in a number  of large  city and
metropolitan area law enforcement applications.

COMPETITION

We believe the  products  offered by our  recently  acquired  subsidiaries  will
enable  us to  provide  a unique  suite of  software  applications  that will be
attractive to corporations and governmental  enterprises increasingly confronted
with the need to establish  functional  business  practices in  compliance  with
regulatory standards.

The number of competitors for our FormStream and PolicyBridge products has risen
in the past few years and we expect the intensity of  competition  in the market
segments  we intend to serve to  continue  to increase in the future as existing
competitors  enhance and expand their product  offerings and as new participants
enter these  market  segments.  Many of our  potential  competitors  have longer
operating  histories,  greater  name  recognition,   large  customer  bases  and
significantly  greater  financial,   technical,   sales,   marketing  and  other
resources.  In addition,  some of our potential  competitors  currently  combine
their products with other companies' e-mail  messaging,  networking and security
products.  These  potential  competitors  also  often  combine  their  sales and
marketing efforts. Such activities may result in reduced prices, lower gross and
operating  margins and longer  sales cycles for the products we and our recently
acquired subsidiaries  currently offer and intend to offer. If any of our larger
potential  competitors were to commit greater  technical,  sales,  marketing and
other  resources to the markets we intend to serve,  or reduce  prices for their
products over a sustained  period of time, our ability to successfully  sell the
products we intend to offer or increase revenue could be adversely affected.


                                       41



PATRON'S SUBSIDIARIES

We believe the  products  offered by our  recently  acquired  subsidiaries  will
enable  us to  provide  a unique  suite of  software  applications  that will be
attractive to corporations and governmental  enterprises increasingly confronted
with the need to establish  functional  business  practices in  compliance  with
regulatory standards.

ENTELAGENT - We believe e-mail is the primary  corporate  communication  vehicle
through which the vast majority of sensitive data is shared. Entelagent provides
flexible and scalable real-time content-aware monitoring and pre- and post-event
review of e-mail messages and their  attachments as well as  infrastructure  for
knowledge management of archived e-mail messages and attachments in all media.

Entelagent's  PolicyBridge  e-mail content monitoring  technology  addresses the
need  for   comprehensive   internal  security  measures  to  safeguard  company
intellectual capital. Entelagent's PolicyBridge e-mail management solution works
in full compliance with  regulatory and  legislative  drivers  including SEC and
HIPAA mandates. Entelagent's enterprise-wide e-mail management solution empowers
organizations to reduce or eliminate costly risks, efficiently manage incidents,
and increase employee productivity.  We believe the solution also provides Human
Resource  departments  the  tools  needed to reduce  and  eliminate  potentially
significant and costly risks related to e-mail abuse through  racist,  sexist or
otherwise inappropriate e-mail.

Entelagent's  clientele consist of banking and financial  service  organizations
including  Goldman  Sachs,  JPMorgan  Chase / BrownCo  and Edward  Jones,  among
others.

We completed the acquisition of Entelagent on March 30, 2005.

LUCIDLINE - LucidLine  was a provider of bundled and branded high speed Internet
access  and  synchronized  remote  data  back-up,   retrieval,  and  restoration
services.  With the change in operating  focus away from  Homeland  Security and
services  associated  with that effort,  the Company  completed  the sale of the
LucidLine business on April 18, 2006.

CSSI - Prior to being acquired by us, Complete Security Solutions, Inc. ("CSSI")
consummated a merger with IDK/NETdelivery,  a provider of information technology
products  and  services  that  help law  enforcement  agencies  and the  justice
community operate more efficiently.  We believe  IDK/NETdelivery  was one of the
first companies in the United States to create software that supported real-time
secure  collection,  delivery and sharing of field-based  report information for
public safety agencies.

Based  on the  latest  electronic  forms  technology,  IDK/NETdelivery's  proven
FormStream  solutions give law enforcement and other justice agencies  real-time
access  to  field   reporting   data  for  use  inside  a  department  or  in  a
multi-jurisdictional information sharing system.

IDK/NETdelivery  addresses  the  urgency of  Homeland  Security  initiatives  by
enforcing data transfer  standards such as Justice XML, to facilitate  real time
data collection and information  sharing between disparate  agencies in a timely
and accurate fashion.  In an effort to promote the U.S.  Department of Justice's
efforts to support and drive  information  sharing between  criminal justice and
public  safety  entities,  IDK/NETdelivery  is working with the Syracuse  Police
department and the National Law Enforcement and  Corrections  Technology  Center
(NLECTC) to develop one of the first  functional  process  automation  solutions
based on the Global Justice XML standard.

Current  clients  include  the City of  Syracuse,  NY;  the  Colorado  Bureau of
Investigation;  Douglas  County  Sheriffs Dept.  (Colorado);  the Colorado AMBER
Alert System; and the University of Colorado Police Dept., among others.

We completed the acquisition of CSSI on February 25, 2005.


                                       42



PATRON'S TARGET ALLIANCE PARTNERSHIPS

In  conjunction  with the Company's  efforts to grow the business and access new
markets,   management   will  pursue   alliances   with   companies   possessing
complimentary  technologies and strong relationships in target vertical markets.
In all cases,  one of the key  objectives  of these  relationships  is to reduce
customer  acquisition  costs.  Examples of potential  relationships  include the
following:

SYSTEM  INTEGRATION  COMPANIES:   Patron's  technologies  (both  FormStream  and
PolicyBridge)  can be  integrated  into  broader  solutions  for public  safety,
commercial  and  compliance  markets.   Organizations  that  integrate  multiple
technologies  may possess unique market access and domain  knowledge about these
markets, increasing Patron's opportunities where such alliances are formed.

TECHNOLOGY  HARDWARE  COMPANIES:  Patron's Active Message  Management  solutions
drive  the need and use of  certain  hardware  technologies,  particularly  data
storage solutions. It is management's belief that joint-marketing alliances into
vertical segments  requiring e-mail management  solutions (and large demands for
storage capacity) could open up new opportunities for Patron.

INDEPENDENT SOFTWARE VENDORS: There are a number of software companies providing
solutions  that  compliment  both  the  FormStream  and   PolicyBridge   message
management  solutions.  Provided the  technologies are more  complimentary  than
competing,  there  is an  opportunity  to  partner  with  third  party  software
companies  to provide a more  complete  solution to  potential  customers.  Such
alliances  with  other   software   vendors  could  take  the  form  of  an  OEM
relationship, a joint-marketing initiative, or a hosted delivery model.

CONSULTING COMPANIES:  There are many consulting  organizations  specializing in
practice  areas  important  to Patron's  solutions.  These  include  compliance,
eDiscovery,  litigation,  human  resources,  regulation of  broker/dealers,  and
public   safety/first-responder   practice   areas.   Organizations   delivering
consulting  services in these areas market themselves as subject matter experts,
recommending  both services and  technology  solutions  that reduce the risk and
improve the productivity of their clients. Management believes that PolicyBridge
and FormStream can be presented as  differentiated  solutions  where partners in
the  consulting  business  deem  appropriate.  The result  could be an effective
selling model, where Patron solutions are introduced by relevant, subject matter
experts.

SALES, MARKETING AND TECHNICAL SUPPORT

We market and sell our products and services  through our direct sales force and
other resellers.  Our sales force and our sales engineers and technical  support
personnel  provide ongoing  interaction  with current and future customers which
allows us to provide a high  level of  service  and  support  and to  strengthen
customer  relationships.  We  utilize  a variety  of  marketing  strategies  and
programs to support the Company's product and service  offerings.  These include
the enhancement of the Company's web-site, the development of whitepaper reports
on client  success  stories and critical  issues related to the market focus for
our  products,  web-based  seminars and webcasts,  participation  in major trade
shows and conferences,  e-mail-based marketing campaigns, telemarketing programs
and industry and technology analyst briefings.

RESEARCH AND DEVELOPMENT

The Company's  research and development  efforts are focused on the maintenance,
enhancement and extension of our current  FormStream and PolicyBridge  products.
Due to our limited capital  resources,  we have not had the resources to address
more extensive research and development initiatives.  We will continue to review
marketplace  opportunities  to acquire  carefully  selected  companies that have
developed (or are  developing)  potentially  high profit products in the area of
messaging management.

CUSTOMERS

During the year ended  December  31,  2005,  the  Company's  top five  customers
accounted for 14%, 8%, 8%, 7% and 6% of consolidated net revenues.


                                       43



EMPLOYEES

As of  December  31,  2005,  we  employed a total of 28  full-time,  principally
salaried,  employees.  Our employees are not covered by a collective  bargaining
agreement. We believe we have a satisfactory relationship with our employees.

GEOGRAPHIC AREAS

We operate our business and sell our products and services to  businesses in the
United States.  Some of our U.S. based clients operate our software in locations
outside of the United States.


MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

THE FOLLOWING  DISCUSSION  OF OUR FINANCIAL  CONDITION AND RESULTS OF OPERATIONS
SHOULD BE READ IN CONJUNCTION  WITH THE  CONSOLIDATED  FINANCIAL  STATEMENTS AND
RELATED  NOTES  INCLUDED  ELSEWHERE IN THIS  PROSPECTUS  ON FORM SB-2 AND IN THE
COMPANY'S   FILING  ON  FORM   10-KSB.   THE   FOLLOWING   DISCUSSION   CONTAINS
FORWARD-LOOKING  STATEMENTS  THAT INVOLVE  RISKS AND  UNCERTAINTIES.  OUR ACTUAL
RESULTS   COULD   DIFFER   SUBSTANTIALLY   FROM  THOSE   ANTICIPATED   IN  THESE
FORWARD-LOOKING  STATEMENTS AS A RESULT OF SEVERAL  FACTORS,  INCLUDING THE RISK
FACTORS DISCUSSED BELOW.

OVERVIEW

From our inception  through  December 31, 2004, we were  principally  engaged in
developing  our  business  plan,   raising  capital,   identifying   merger  and
acquisition candidates and negotiating merger and acquisition  transactions that
we closed during the first quarter of 2005. On February 25, 2005, we consummated
the acquisitions of Complete  Security  Solutions,  Inc. ("CSSI") and LucidLine,
Inc.  ("LucidLine")  pursuant to the filings of  Agreements  and Plans of Merger
with  the  Secretaries  of  State  of  the  States  of  Delaware  and  Illinois,
respectively.  On February 28, 2005,  we  consummated a private  placement  with
accredited  investors  in the  amount of $3.5  million.  On March 30,  2005,  we
consummated the acquisition of Entelagent Software Corp. ("Entelagent") pursuant
to the filing of an Agreement  and Plan of Merger with the Secretary of State of
the State of  California.  From March 31, 2005 to December 31, 2005, we borrowed
$4,934,000 from a stockholder, Apex Investment Fund V, LP. During the year ended
December 31, 2005 we raised approximately  $6,343,000 in additional gross funds.
Net  proceeds  from  all  of  these   transactions   amounted  to  approximately
$10,649,000,  which were used  principally to fund  operations and repay certain
liabilities.  During  the  three  months  ended  December  31,  2005,  we raised
approximately  $1,634,000 in additional  gross funds in seven capital  financing
transactions. We discuss these transactions in further detail in this report.

Our  acquisitions  have  allowed us to develop a platform  for trusted  security
services and next generation  integrated  security products,  which we intend to
deliver to global  corporations and government  institutions.  We intend to work
with  organizations  to ensure that  global  enterprises  implement  information
security policies,  procedures and products that result in "trusted" information
environments.

We currently offer software solutions that fit into overall corporate compliance
and data protection initiatives by automatically finding, archiving and applying
persistent  protection  to sensitive  data - beyond  authentication  - whenever,
wherever and however sensitive data is shared, accessed and stored. Additionally
we offer software solutions that support real-time secure  collection,  delivery
and  sharing  of  field-based  report  information.  This  software  allows  law
enforcement  and  public-safety  agencies  to have  real-time  access  to  field
reporting  data  for  use  inside  a  department  or  in a  multi-jurisdictional
information sharing system.

We also offer a range of services to corporate and government entities utilizing
fiber optics and data replication technologies to provide secure robust off-site
data  backup,  recovery,   restoration,  and  retrieval  services  coupled  with
high-speed  data  communication  turnkey  solutions.  Our  secure  and  scalable
high-speed data communication solutions facilitate seamless instantaneous backup
of  mission  critical  business  data and  enable  immediate  access to data and
real-time  restoration  of  critical  business  functionality  in the event of a
crisis or disaster.


                                       44




CRITICAL ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiaries,   Entelagent  Software  Corporation,   Complete
Security Solutions,  Inc.,  LucidLine,  Inc. and PILEC Disbursement Company. All
significant inter-company transactions have been eliminated.

DEVELOPMENT STAGE OPERATIONS

We  were a  development  stage  enterprise  through  December  31,  2004  as our
activities  principally  consisted of raising  capital and  screening  potential
acquisition  candidates in the information and homeland  security  segments.  As
described in Note 4, we consummated  acquisitions of three  businesses that have
developed technologies,  customer bases and are generating revenue. Accordingly,
we are no longer considered to be a development  stage enterprise  effective for
the year ended December 31, 2005.

CASH

The Company  considers  all highly  liquid  securities  purchased  with original
maturities of three months or less to be cash.

REVENUE RECOGNITION

The Company derives revenues from the following  sources:  (1) sales of computer
software,  which includes new software licenses and software updates and product
support  revenues and (2) services,  which  include  internet  access,  back-up,
retrieval and restoration services and professional consulting services.

The Company  applies the revenue  recognition  principles  set forth under AICPA
Statement of Position ("SOP") 97-2 "Software Revenue Recognition" and Securities
and  Exchange   Commission  Staff  Accounting   Bulletin  ("SAB")  104  "Revenue
Recognition"  with  respect  to all of its  revenue.  Accordingly,  the  Company
records  revenue when (i)  persuasive  evidence of an arrangement  exists,  (ii)
delivery has occurred, (iii) the vendor's fee is fixed or determinable, and (iv)
collectability is probable.

The Company  generates  revenues  through sales of software  licenses and annual
support subscription  agreements,  which include access to technical support and
software  updates  (if  and  when  available).  Software  license  revenues  are
generated  from  licensing the rights to use products  directly to end-users and
through third party service providers.

Revenues from software license agreements are generally recognized upon delivery
of software to the customer.  All of the Company's  software sales are supported
by a written  contract or other evidence of sale  transaction such as a customer
purchase order.  These forms of evidence  clearly  indicate the selling price to
the  customer,  shipping  terms,  payment  terms  (generally 30 days) and refund
policy,  if any. The selling  prices of these products are fixed at the time the
sale is consummated.

Revenue from post contract customer support arrangements or undelivered elements
are deferred and  recognized at the time of delivery or over the period in which
the services are performed based on vendor specific  objective  evidence of fair
value for such  undelivered  elements.  Vendor  specific  objective  evidence is
typically  based on the price charged when an element is sold  separately or, if
an element is not sold  separately,  on the price  established  by an authorized
level of management,  if it is probable that the price, once  established,  will
not change  before  market  introduction.  The Company uses the residual  method
prescribed  in SOP 98-9 to allocate  revenues to delivered  elements once it has
established vendor-specific evidence for such undelivered elements.

The Company provides its internet access and back-up,  retrieval and restoration
services  under  contractual  arrangements  with terms  ranging from 1 year to 5
years.   These  contracts  are  billed  monthly,   in  advance,   based  on  the
contractually  stated  rates.  At the  inception of a contract,  the Company may
activate the customer's account for a contractual fee that it amortizes over the
term of the  contract  in  accordance  with  Emerging  Issues  Task Force  Issue
("EITF") 00-21 "Revenue Arrangements with Multiple  Deliverables." The Company's
standard contracts are automatically renewable by the customer unless terminated
on 30 days written notice.  Early termination of the contract  generally results
in an early  termination fee equal to the lesser of six months of service or the
remaining term of the contract.

                                       45




Professional  consulting  services  are  billed  based on the number of hours of
consultant   services  provided  and  the  hourly  billing  rates.  The  Company
recognizes revenue under these arrangements as the service is performed.

Revenue from the resale of third-party  hardware and software is recognized upon
delivery  provided  there are no  further  obligations  to install or modify the
hardware or software. Revenue from the sales of hardware/software is recorded at
the gross amount of the sale when the contract  satisfies  the  requirements  of
EITF 99-19 ("Reporting Revenue Gross as a Principal versus Net as an Agent").

BUSINESS COMBINATIONS

In accordance  with business  combination  accounting,  we allocate the purchase
price of acquired  companies  to the tangible and  intangible  assets  acquired,
liabilities  assumed,  as well as in-process  research and development  based on
their estimated fair values.  We engaged a third-party  appraisal firm to assist
management  in  determining  the fair  values of  certain  assets  acquired  and
liabilities  assumed.  Such a valuation requires  management to make significant
estimates and assumptions, especially with respect to intangible assets.

Management makes estimates of fair value based upon  assumptions  believed to be
reasonable.  These estimates are based on historical  experience and information
obtained from the management of the acquired  companies.  Critical  estimates in
valuing certain of the intangible  assets include but are not limited to: future
expected  cash  flows  from  license  sales,  maintenance  agreements,  customer
contracts and acquired  developed  technologies;  expected  costs to develop the
in-process  research and development  into  commercially  viable  products;  the
acquired  company's brand awareness and market position,  as well as assumptions
about the  period of time the  acquired  brand will  continue  to be used in the
combined  company's product  portfolio;  and discount rates. These estimates are
inherently  uncertain  and  unpredictable.  Assumptions  may  be  incomplete  or
inaccurate,  and  unanticipated  events and  circumstances  may occur  which may
affect  the  accuracy  or  validity  of such  assumptions,  estimates  or actual
results.

ACCOUNTS RECEIVABLE

The  Company  adjusts  its  accounts  receivable  balances  that it  deems to be
uncollectible.  The  allowance  for  doubtful  accounts  is the  Company's  best
estimate  of the amount of  probable  credit  losses in the  Company's  existing
accounts receivable.  The Company reviews its allowance for doubtful accounts on
a monthly basis and  determines  the allowance  based on an analysis of its past
due  accounts.  All  past  due  balances  that  are  over 90 days  are  reviewed
individually  for  collectability.  Account balances are charged off against the
allowance  after all means of collection  have been  exhausted and the potential
for recovery is considered remote.

PROPERTY AND EQUIPMENT

Property and  equipment is stated at cost.  Depreciation  is computed  using the
straight-line  method over the estimated  useful lives of the assets  (generally
three to five  years).  Maintenance  and  repairs  are  charged  to  expense  as
incurred; cost of major additions and betterments are capitalized. When property
and equipment is sold or otherwise disposed of, the cost and related accumulated
depreciation  are eliminated from the accounts and any resulting gains or losses
are reflected in the statement of operations in the period of disposal.

GOODWILL AND INTANGIBLE ASSETS

We account for Goodwill and Intangible  Assets in accordance  with SFAS No. 141,
"Business  Combinations"  and SFAS  No.  142,  "Goodwill  and  Other  Intangible
Assets." Under SFAS No. 142,  goodwill and  intangibles  that are deemed to have
indefinite  lives are no longer  amortized but,  instead,  are to be reviewed at
least  annually for  impairment.  Application  of the goodwill  impairment  test
requires judgment,  including the  identification of reporting units,  assigning
assets and  liabilities  to  reporting  units,  assigning  goodwill to reporting
units,  and  determining  the fair  value.  Significant  judgments  required  to
estimate the fair value of reporting units include estimating future cash flows,
determining  appropriate discount rates and other assumptions.  Changes in these
estimates and assumptions  could  materially  affect the  determination  of fair
value and/or  goodwill  impairment  for each  reporting  unit.  We have recorded
goodwill in  connection  with the  Company's  acquisitions  described  in Note 4
amounting to $22,440,412. The Company's annual impairment review of goodwill has
identified that goodwill  impairment charges totaling  $12,929,696 are necessary
for the year ended December 31, 2005 (Note 5).  Intangible assets continue to be
amortized over their estimated useful lives.


                                       46



LONG LIVED ASSETS

The Company periodically reviews the carrying values of its long lived assets in
accordance  with  SFAS 144  "Long  Lived  Assets"  when  events  or  changes  in
circumstances would indicate that it is more likely than not that their carrying
values may exceed their  realizable  value and records  impairment  charges when
necessary. The Company has determined that an impairment charge of $1,705,455 is
necessary for the year ended December 31, 2005 (Note 9).

ACQUISITION COSTS

We have incurred certain  expenses,  principally  legal fees, in connection with
acquisitions  pending as of December 31, 2004 that were capitalized and deferred
pending  the  completion  of each  acquisition.  Upon  closing,  such costs were
included in the purchase price of each  respective  target company and allocated
to the assets received and obligations assumed.

START UP COSTS

We expensed costs incurred in connection with our formation and related start up
activities and classified these costs as general and administrative  expenses in
the accompanying financial statements.

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and revenue  and  expenses  during the  reporting
period. The Company's significant estimates principally include the valuation of
its  intangible  assets and goodwill  and accrued  liability  for the  Company's
estimate of the fair value of preferred  stock issued upon the  settlement of an
accommodation  agreement in March 2006 (Notes 16 and 23).  Actual  results could
differ from those estimates.

INCOME TAXES

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109,  "Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109
requires the  recognition  of deferred tax assets and  liabilities  for both the
expected impact of differences between the financial statements and tax basis of
assets and  liabilities  and for the  expected  future tax benefit to be derived
from tax loss and tax credit carry forwards.  SFAS No. 109 additionally requires
the  establishment  of a  valuation  allowance  to  reflect  the  likelihood  of
realization of deferred tax assets.

NET LOSS PER SHARE

Basic  net loss  per  common  share  is  computed  by  dividing  net loss by the
weighted-average  number of common shares outstanding during the period. Diluted
net loss per common share also  includes  common stock  equivalents  outstanding
during  the  period if  dilutive.  Diluted  net loss per  common  share has been
computed by dividing net loss by the  weighted-average  number of common  shares
outstanding  without an assumed increase in common shares outstanding for common
stock equivalents; as such common stock equivalents are anti-dilutive.

As a result of the  consummation of the Share Exchange  described in Note 1, the
Company  included  1,200,000  stock  options with an exercise  price of $.01 per
share that it issued to certain  employees  during  2002 in its  calculation  of
weighted-average number of common shares outstanding for all periods presented.

Net loss per common share excludes the following  outstanding options,  warrants
and convertible notes as their effect would be anti-dilutive:


                                       47



                                                           DECEMBER 31
                                                 -------------------------------
                                                    2005                  2004
                                                 ----------           ----------
Options ..............................           11,640,000            5,925,000
Warrants .............................           12,927,580               15,000
Convertible Notes ....................           47,589,120                 --
                                                 ----------           ----------
                                                 72,156,700            5,940,000
                                                 ==========           ==========


USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and revenue  and  expenses  during the  reporting
period. Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  amounts  reported  in  the  balance  sheet  for  cash,   accounts
receivable,  accounts payable accrued  expenses,  advances from stockholders and
all note obligations  classified as current  liabilities  approximate their fair
values  based on the  short-term  maturity of these  instruments.  The  carrying
amounts of the Company's  convertible and subordinated note  obligations,  stock
repurchase  obligation  and common stock subject to put right  approximate  fair
value as such instruments feature contractual interest rates that are consistent
with  current  market  rates  of  interest  or have  effective  yields  that are
consistent with instruments of similar risk, when taken together with any equity
instruments concurrently issued to holders.

STOCK OPTION PLANS

As permitted  under SFAS No. 148  "Accounting  for  Stock-Based  Compensation  -
Transition  and  Disclosure,"   which  amended  SFAS  No.  123  "Accounting  for
Stock-Based  Compensation,"  we have elected to continue to follow the intrinsic
value method in accounting  for our  stock-based  compensation  arrangements  as
defined by Accounting  Principles  Board ("APB")  Opinion No. 25 "Accounting for
Stock Issued to  Employees,"  and related  interpretations  including  Financial
Accounting  Standards  Board  ("FASB")  Interpretation  No. 44  "Accounting  for
Certain Transactions Involving Stock Compensation," an interpretation of APB No.
25.

NON-EMPLOYEE STOCK BASED COMPENSATION

We record the cost of stock  based  compensation  awards  that we have issued to
non-employees  for services at either the fair value of the services rendered or
the instruments issued in exchange for such services,  whichever is more readily
determinable,  using the  measurement  date  guidelines  enumerated  in Emerging
Issues Task Force Issue ("EITF") 96-18,  "Accounting for Equity Instruments That
Are  Issued to Other  Than  Employees  for  Acquiring,  or in  Conjunction  with
Selling, Goods or Services.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
This  interpretation  of  Accounting  Research  Bulletin  No. 51,  "Consolidated
Financial  Statements," provides guidance for identifying a controlling interest
in a variable  interest  entity  ("VIE")  established by means other than voting
interest.  FIN 46 also requires  consolidation  of a VIE by an  enterprise  that
holds such  controlling  interest.  In December  2003,  the FASB  completed  its
deliberations  regarding  the  proposed  modifications  to FIN No. 46 and issued
Interpretation  Number 46R,  "Consolidation  of Variable  Interest Entities - an
Interpretation  of ARB 51" ("FIN No.  46R").  The decisions  reached  included a
deferral of the effective date and provisions  for additional  scope  exceptions
for certain types of variable interests.  Application of FIN No. 46R is required
in  financial  statements  of public  entities  that have  interests in VIE's or
potential  VIE's commonly  referred to as  special-purpose  entities for periods
ending after  December  15, 2003.  Application  by public  issuers'  entities is
required in all interim and annual financial statements for periods ending after
December 15, 2004.  The adoption of this  pronouncement  did not have a material
effect on the Company's financial statements.


                                       48



In December  2004,  the FASB issued SFAS No. 123R "Share  Based  Payment"  (SFAS
123R).  This statement is a revision of SFAS Statement No. 123,  "Accounting for
Stock-Based  Compensation"  and supersedes APB Opinion No. 25,  "Accounting  for
Stock Issued to Employees," and its related implementation  guidance.  SFAS 123R
addresses  all forms of share based  payment  ("SBP")  awards  including  shares
issued under employee stock purchase plans, stock options,  restricted stock and
stock  appreciation  rights.  Under SFAS 123R,  SBP awards result in a cost that
will be measured at fair value on the awards' grant date, based on the estimated
number  of  awards  that are  expected  to vest and will  result  in a charge to
operations for stock-based compensation expense. The charge will be reflected in
the Company's  Statements of Operations during periods in which such charges are
recorded,  but will not affect its Balance  Sheets or  Statements or Cash Flows.
SFAS  123R  is  effective  for  public  entities  that  file as  small  business
issuers--as  of the beginning of the first  reporting  period of the fiscal year
that begins after  December 15, 2005. The Company is currently in the process of
evaluating the effect that the adoption of this  pronouncement  will have on its
financial statements.

In December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Non-monetary
Assets"  (SFAS  153).  SFAS 153  amends  APB  Opinion  No. 29 to  eliminate  the
exception for non-monetary  exchanges of similar  productive assets and replaces
it with a general  exception  for exchanges of  non-monetary  assets that do not
have commercial  substance.  A non-monetary exchange has commercial substance if
the future cash flows of the entity are  expected to change  significantly  as a
result  of  the  exchange.   The  provisions  of  SFAS  153  are  effective  for
non-monetary  asset exchanges  occurring in fiscal periods  beginning after June
15, 2005.  Earlier  application is permitted for  non-monetary  asset  exchanges
occurring in fiscal periods beginning after December 16, 2004. The provisions of
this  statement  are  intended be applied  prospectively.  The  adoption of this
pronouncement  is not  expected  to  have a  material  effect  on the  Company's
financial statements.

EITF Issue No. 04-8,  "The Effect of  Contingently  Convertible  Instruments  on
Diluted  Earnings  per Share." The EITF  reached a consensus  that  contingently
convertible  instruments,  such as contingently  convertible debt,  contingently
convertible  preferred  stock,  and other such securities  should be included in
diluted earnings per share (if dilutive)  regardless of whether the market price
trigger has been met. The  consensus  became  effective  for  reporting  periods
ending after December 15, 2004. The adoption of this  pronouncement did not have
a material effect on the Company's financial statements.

None of these  pronouncements  had or are expected to have a material  impact on
our financial position and results of operations.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005

For the year ended  December 31, 2005,  our  consolidated  revenues  amounted to
$641,740  compared to $0 for the year ended  December 31, 2004.  The increase is
the result of business  combinations that we consummated with CSSI and LucidLine
in February 2005 and Entelagent in March 2005.

Cost of Sales for the year ended December 31, 2005 amounted to $768,570 compared
to $0 for the year ended December 31, 2004.  Cost of sales during the year ended
December  31,  2005  includes  $396,670  associated  with  the  amortization  of
developed technology that we acquired from CSSI and Entelagent.

Operating  expenses amounted to $26,947,484 for the year ended December 31, 2005
as compared to $4,610,101  for the year ended  December 31, 2004, an increase in
operating  expenses of $22,337,383.  The increase in operating expenses includes
approximately  $3,988,000 for salaries associated with an increase in the number
of  employees  from  acquired   businesses,   goodwill   impairment   charge  of
approximately $12,930,000,  developed technology intangible impairment charge of
approximately  $1,705,000,   approximately  $1,446,000  associated  with  losses
associated with settlement  agreements,  approximately  $716,000 associated with
increased consulting expenses, approximately $425,000 for legal and professional
fees that we incurred  principally in connection  with bringing the Company into
compliance with its Securities and Exchange  Commission  reporting  obligations,
approximately   $101,000  for  amortization  of  acquired   intangible   assets,
approximately  $911,000  for  increased  general  and  administrative   expenses
associated with the acquired businesses,  approximately $366,000 associated with
a  loss  on a  collateralized  financing  arrangement  and  a  $370,000  expense
associated with the preparation of a homeland security operational  requirements
assessment  related to Will County,  Illinois.  These  increases  were partially
offset by an  approximately  $576,000  reduction in expense  associated with the
stock based penalties under an accommodation agreement.


                                       49



Our  consolidated  loss from  operations  for the year ended  December  31, 2005
amounted to $27,074,314  compared to a loss of $4,610,101 for the same period in
2004. Our loss increased as a result of the increases in our operating  expenses
discussed above.

Interest expense during the year ended December 31, 2005 amounted to $17,682,201
as compared to $132,350 for the year ended  December  31, 2004.  The increase is
directly related to our issuances of notes and the increased  borrowings that we
made to finance our  acquisitions of CSSI,  LucidLine and Entelagent and to fund
our working capital needs.  Non-cash  interest  relating to the  amortization of
deferred   financing   costs,   penalty  warrants  issued  to  bridge  note  and
subordinated  note holders and the accretion of debt  discounts  during the year
ended December 31, 2005 amounted to approximately  $16,481,000 compared to $0 in
same period in 2004.  Amortization  of deferred  finance charges which have been
classified as interest  expense was  approximately  $1,945,000 in the year ended
December 31, 2005 compared to $0 in the same period in 2004. The intrinsic value
of the conversion feature on bridge notes and subordinated notes, which has been
classified as interest  expense  amounted to  approximately  $12,393,000 for the
year  ended  December  31,  2005  compared  to $0 in the  same  period  in 2004.
Accretion  of debt  discounts  during  the year  ended  December  31,  2005 were
approximately  $2,143,000  compared to $0 in the same  period in 2004.  Interest
income,  was $19,250 and $77,000 in the year ended  December  31, 2005 and 2004,
respectively.  Interest income represents the interest earned from loans that we
made to Entelagent  prior to our acquisition of that business on March 30, 2005.
Other income also  includes a gain  associated  with the change in the intrinsic
value of a common  stock put right of  $300,000 in the year ended  December  31,
2005.

For the year ended  December 31, 2005,  the net loss was  $44,446,151 or $(0.76)
per share on 58,465,686  weighted average shares  outstanding  compared to a net
loss of $4,665,451 or $(0.12) per share on 38,808,280  weighted  average  shares
outstanding for the year ended December 31, 2004.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004

For the years ended  December 31, 2004 and 2003, we generated  revenue of $0 and
$0, respectively.

Operating  expenses  amounted to $4,610,101 for the year ended December 31, 2004
compared to  $16,540,369  for the year ended  December  31, 2003, a reduction in
operating expenses of $11,930,268.  The reduction in operating expenses includes
a  reduction  of  approximately  $6,800,000  related to common  stock  issued to
non-employees for services, a reduction of approximately  $2,200,000  associated
with a loss on a financing arrangement,  a reduction of approximately $2,350,000
associated  with  the  write-off  of  advances  made to a  prospective  acquiree
business,  a  reduction  of  approximately  $249,000  associated  with  costs of
acquisitions not consummated,  a reduction of approximately  $80,000 for charges
associated  with a share  exchange  transaction,  a reduction  of  approximately
$1,000,000 in general and administrative  expenses, an increase of approximately
$328,000 associated with a stock-based penalty under an accommodation agreement,
and an  increase  of  approximately  $439,000  associated  with  the  settlement
agreement with Mr. Allin.

For the year ended December 31, 2004,  operating  expenses  included general and
administrative expenses in the aggregate amount of $1,923,752,  a charge for the
fair value of  1,800,000  shares of common stock  issuable as a penalty  under a
certain  registration  rights  obligation  in the amount of  $1,434,900,  losses
associated  with the  settlement  agreement  with Mr.  Allin  in the  amount  of
$438,667,  and the fair  value of  840,000  shares  of  common  stock  issued to
non-employees for services in the amount of $767,567.

The most  significant  components  of our  general and  administrative  expenses
include  salaries of $669,233,  professional  fees of $786,671 and  reimbursable
expenses  of  $239,164.  In  September  2004,  we  entered  into a  Relationship
Management  Agreement  with Dr. Afi Hasan,  one of the selling  stockholders  of
LucidLine,  in the amount of $350,000. This amount was later reduced to $200,000
on June 6, 2005.

Interest  expense  for the year ended  December  31,  2004  amounted to $132,350
compared to $132,596 for the year ended December 31, 2003.  Interest  income for
the year ended  December 31, 2004 was $77,000  compared to $153,401 for the year
ended December 31, 2003.


                                       50



For the year ended December 31, 2004, the net loss was $4,665,451 or $(0.12) per
share on 38,808,280  weighted average shares outstanding  compared to a net loss
of  $16,519,564  or $(0.44)  per share on  37,143,785  weighted  average  shares
outstanding for the year ended December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

We incurred a net loss of  $44,446,151  for the year ended  December  31,  2005,
which  includes   $35,210,652  of  non-cash   charges   associated  with:  legal
settlements  in the  amount  of  $2,273,622;  stock  based  penalties  under  an
accommodation  agreements  totaling  $777,076;  aggregate  non-cash  interest of
$16,489,300  for the intrinsic  value of conversion  options  triggered upon the
default of notes,  accretion  of note  discounts  and  amortization  of deferred
financing  costs;  aggregate  stock based  compensation  of  $1,554,369  for the
amortization  of  deferred   compensation   under  a  stock  based  compensation
arrangement, stock-options issued to a non-employee, common stock issued in lieu
of cash for services and the intrinsic value of an employee stock option;  asset
impairment charges of $14,635,151 recorded in connection with a reduction in the
carrying value of goodwill and acquired  technology;  a loss on a collateralized
financing  arrangement of $366,193;  a loss on an asset disposal of $8,886;  and
depreciation and  amortization of $560,126.  The non-cash charges were offset by
non-cash  gains of $228,900  associated  with the  settlement of a related party
consulting  agreement  payable;  $300,000  associated  with a  reduction  of the
intrinsic value of a put right,  $389,103 for, a gain on a legal  settlement and
$19,250 of non-cash  interest  income.  Including the amounts above, we used net
cash  flows in our  operating  activities  of  $9,235,499  during the year ended
December 31, 2005. Our working capital  deficiency at December 31, 2005 amounted
to $28,249,199 and we are continuing to experience shortages of working capital.
We are also involved in substantial litigation and are being investigated by the
Securities and Exchange Commission with respect to certain of our press releases
and our use of Form S-8 to  register  shares of common  stock  that we issued to
certain  consultants in a prior period. We cannot provide any assurance that the
outcome of these matters will not have a material  adverse affect on our ability
to sustain the business. These matters raise substantial doubt about our ability
to continue as a going concern.

We expect to continue  incurring  losses for the  foreseeable  future due to the
inherent uncertainty that is related to establishing the commercial  feasibility
of  technological  products  and  developing  a  presence  in new  markets.  The
Company's ability to successfully integrate the acquired businesses described in
Note 4 is critical to the  realization  of its business plan. We believe that we
have lost critical timing  advantages in the execution of our business plan as a
result of having insufficient  working capital The Company raised $11,277,000 of
gross  proceeds   ($10,649,000   net  proceeds  after  the  payment  of  certain
transaction  expenses) in financing  transactions during the year ended December
31, 2005.  The Company used  $9,235,499 of these proceeds to fund its operations
(which includes a $1,388,000  reserve account  established to assist the Company
in the payment of liabilities  assumed in business  combinations),  and a net of
$882,385 in investing activities,  which principally includes the cash component
of purchase business  combinations that the Company consummated (during February
and March of 2005),  net of cash acquired in the business  combinations  and the
purchase of property and equipment. In addition, the Company repaid an aggregate
of  $1,239,909  of  certain  obligations  due to  certain  officer/stockholders,
$475,539  of which was a  reduction  of the funds  held in the  restricted  cash
reserve account  established in connection with the Entelagent  Merger (Note 4).
Subsequent  to December 31, 2005 the Company  raised  approximately  $720,000 in
additional gross funds in a bridge note transaction  ("2006 Bridge Notes" - Note
23). In addition,  the Company raised  $895,000 in a financing which will become
part of the Series A  Preferred  Stock and  Warrants  (Note  23).  We are in the
process  of trying to raise up to an  additional  $5,400,000  through a proposed
sale of our  Series A  Preferred  Stock and  Warrants.  On March 27,  2006,  the
Company  closed on the sale of  $4,820,500  of the Series A Preferred  Stock and
Warrants.(Note  23). This amount  includes the amounts noted for the 2006 Bridge
notes and the $895,000 financing noted above.

We are currently in the process of attempting  to raise  additional  capital and
have  taken  certain  steps to  conserve  our  liquidity  while we  continue  to
integrate  the acquired  businesses.  Although we believe that we have access to
capital resources,  we have not secured any commitments for additional financing
at this time nor can we provide any assurance  that we will be successful in our
efforts to raise  additional  capital and/or  successfully  execute our business
plan. In an effort to secure additional  financing,  the Company has offered its
creditors  and  claimants a proposed  agreement  to issue  preferred  securities
convertible  into common stock for amounts owed to the holders of the  Company's
indebtedness  (including  lenders,   past-due  trade  accounts,  and  employees,
consultants and other service providers with claims for fees, wages or expenses)
(see  Note  23).  Currently,  creditors  representing  approximately  75% of the
Company's  claims   outstanding,   which  includes  amounts  settled  under  the
accommodation agreement,


                                       51



have  indicated  their  acceptance  of the  Company's  proposal.  The Company is
currently unable to provide  assurance that the acceptance of such proposal will
actually  improve the Company's  ability to fund the further  development of its
business plan or improve its operations.

OFF-BALANCE SHEET ARRANGEMENTS

At December  31, 2005,  we did not have any  relationships  with  unconsolidated
entities  or  financial  partnerships,  such as  entities  often  referred to as
structured finance,  variable interest or special purpose entities,  which would
have  been  established  for  the  purpose  of  facilitating  off-balance  sheet
arrangements or other contractually narrow or limited purposes.  As such, we are
not exposed to any financing,  liquidity, market or credit risk that could arise
if we had engaged in such relationships.

RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2005.

For the three months ended March 31, 2006, our consolidated revenues amounted to
$261,785  compared  to $6,430 for the three  months  ended March 31,  2005.  The
increase is the result of business combinations that we consummated with CSSI in
February 2005 and Entelagent in March 2005.

Cost of Sales for the three  months  ended  March 31,  2006  amounted to $57,419
compared to $21,233 for the three  months  ended March 31,  2005.  Cost of sales
during the three months ended March 31, 2006 and March 31, 2005 includes $27,522
and  $19,230,  respectively,  associated  with  the  amortization  of  developed
technology that we acquired from CSSI and Entelagent.

Operating  expenses  amounted to $2,884,026 for the three months ended March 31,
2006 as compared to  $1,610,877  for the three months  ended March 31, 2005,  an
increase  of   $1,273,149.   The   increase  in  operating   expenses   includes
approximately $466,000 for salaries associated with an increase in the number of
employees  from  acquired  businesses,  approximately  $517,000  for  legal  and
professional  fees that we incurred  principally in connection with the year-end
financial  audit,  the negotiation and settlement of various legal matters under
the   creditor   and  claimant   liabilities   restructuring   program  and  the
implementation of the Series A Preferred  Financing,  approximately  $23,000 for
amortization of acquired  intangible assets,  approximately  $858,000 in charges
associated with the settlement of outstanding  litigation under the creditor and
claimant liabilities  restructuring,  approximately $173,000 associated with the
expensing of stock options,  approximately  $3,000 associated with a stock-based
penalty under a collateralized  financing  arrangement and approximately $65,000
for increased general and administrative  expenses  associated with the acquired
businesses.  These increases were partially offset by an approximately  $464,000
reduction  in  expense   associated   with  the   amortization   of  stock-based
compensation  arrangements  and  approximately  $369,000  reduction  in  expense
associated with a penalty provision of an Accommodation Agreement.

Our consolidated  loss from operations for the three months ended March 31, 2006
amounted to $2,679,660  compared to a loss of $1,625,680  for the same period in
2005.  Our loss  increased as a result of the  increases  in operating  expenses
discussed above.

Interest  expense  during the three  months  ended  March 31,  2006  amounted to
$1,615,514  as compared to $494,998  for the three  months ended March 31, 2005.
The increase is directly  related to our  issuance of Series A Preferred  stock,
issuances of notes and the increased borrowings that we made to fund our working
capital needs and to finance our acquisitions of CSSI, LucidLine and Entelagent.
Non-cash interest  relating to the amortization of deferred  financing costs and
the  accretion  of debt  discounts  during the three months ended March 31, 2006
amounted to approximately  $853,039 compared to $414,485 in same period in 2005.
The intrinsic value of the conversion option for bridge note holders,  which has
been  classified as interest  expense  amounted to $550,000 for the three months
ended March 31, 2006 compared to $0 in the same period in 2005.  Amortization of
deferred  finance  charges which have been  classified  as interest  expense was
approximately  $282,129 in the three  months  ended  March 31, 2006  compared to
$153,520  in the same period in 2005.  Accretion  of debt  discounts  during the
three  months  ended  March 31,  2006 were  approximately  $20,909  compared  to
$260,965 in the same period in 2005.  Interest income, was $0 and $19,250 in the
three  months  ended  March 31,  2006 and 2005,  respectively.  Interest  income
represents  the interest  earned from loans that we made to Entelagent  prior to
our acquisition of that business on March 30, 2005.


                                       52



For the three  months  ended  March 31,  2006,  the net loss was  $4,400,074  or
$(0.07) per share on  62,518,619  weighted  average  common  shares  outstanding
compared to a net loss of $2,203,795 or $(0.04) per share on 50,686,749 weighted
average common shares outstanding for the three months ended March 31, 2005.


LIQUIDITY AND CAPITAL RESOURCES FOR THE THREE MONTHS ENDED MARCH 31, 2006

We incurred a net loss of $4,400,074  for the three months ended March 31, 2006,
which includes  $2,014,134 of non-cash charges associated with the fair value of
common stock we issued as penalties under certain registration rights agreements
($2,852),  fair value of a  conversion  option in  connection  with  bridge note
holders  ($550,000),  accretion  related to warrants issued in conjunction  with
notes payable  ($20,909),  amortization of deferred  financing costs ($282,129),
amortization of deferred  compensation  ($7,500),  loss on issuance of preferred
stock in settlement of debt ($858,213), non-cash increase in interest payable to
a former stockholder ($48,400),  depreciation and amortization ($70,796),  and a
charge for stock based  compensation  ($173,335).  We also used  $957,122 of our
restricted cash escrowed to settle  liabilities  assumed.  Including the amounts
above, we used net cash flows in our operating  activities of $3,739,857  during
the three months ended March 31, 2006. Our working  capital  deficiency at March
31, 2006 amounts to $5,659,898 and we are continuing to experience  shortages in
working capital. We are involved in litigation and are being investigated by the
Securities and Exchange Commission with respect to certain of our press releases
and our use of form S-8 to  register  shares of common  stock  that we issued to
certain  consultants in prior periods.  We cannot provide any assurance that the
outcome of these matters will not have a material  adverse affect on our ability
to sustain the business. These matters raise substantial doubt about our ability
to continue as a going concern.

We expect to continue  incurring  losses for the  foreseeable  future due to the
inherent uncertainty that is related to establishing the commercial  feasibility
of  technological  products  and  developing  a  presence  in new  markets.  The
Company's ability to successfully integrate the acquired businesses described in
Note 5 is critical to the  realization  of its business plan. The Company raised
$4,285,501  of gross  proceeds  ($3,946,450  net  proceeds  after the payment of
certain transaction expenses) in financing  transactions during the three months
ended March 31, 2006. The Company used  $3,739,857 of these proceeds to fund its
operations and a net of $225,228 in investing  activities,  principally  for the
purchase and development of software technology.  Additionally, the Company made
$125,000 in legal  payments  associated  with the  settlement  of  accommodation
agreements and incurred $54,000 in deferred financing costs. Subsequent to March
31, 2006 the Company raised approximately  $355,000 in additional gross funds in
the Series A Preferred Financing (Note 17).

We are currently in the process of attempting  to raise  additional  capital and
have  taken  certain  steps to  conserve  our  liquidity  while we  continue  to
integrate  the acquired  businesses.  Although we believe that we have access to
capital resources,  we have not secured any commitments for additional financing
at this time nor can we provide any assurance  that we will be successful in our
efforts to raise  additional  capital and/or  successfully  execute our business
plan. In an effort to secure additional  financing,  the Company has offered its
creditors  and  claimants an agreement to issue common stock for amounts owed to
the holders of the Company's  indebtedness  (including  lenders,  past-due trade
accounts, and employees, consultants and other service providers with claims for
fees, wages or expenses) (Note 16).

OFF-BALANCE SHEET ARRANGEMENTS

At  March  31,  2006,  we did not  have any  relationships  with  unconsolidated
entities  or  financial  partnerships,  such as  entities  often  referred to as
structured finance,  variable interest or special purpose entities,  which would
have  been  established  for  the  purpose  of  facilitating  off-balance  sheet
arrangements or other contractually narrow or limited purposes.  As such, we are
not exposed to any financing,  liquidity, market or credit risk that could arise
if we had engaged in such relationships.

DESCRIPTION OF PROPERTY.

As of July 1, 2006,  we leased  4,876  square  feet of office  space in Boulder,
Colorado and 1,269 square feet of office space in Dallas, Texas. We believe that
the facilities  utilized by us are well maintained,  in good operating condition
and adequate to meet our current and  foreseeable  needs. We have no, and do not
intend to make any, investments in real estate, real estate mortgages or persons
primarily engaged in real estate activities.


                                       53



CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS.

Other than the transactions described below, within the last two years there has
not been, nor is there currently proposed,  any transaction or series of similar
transactions to which we were or will be a party:

         o        in which the amount involved exceeds $60,000; and

         o        in which any director,  executive officer,  other stockholders
                  of more  than 5% of our  equity  securities  or any  member of
                  their  immediate  family had or will have a direct or indirect
                  material interest.

In 2002 we, through our then Chief Executive Officer,  Patrick J. Allin,  agreed
to reimburse  recurring  office  expenses of the  non-executive  Chairman of the
Board in the  aggregate  of  $142,500.  The monthly  recurring  amount of $9,500
continued  through June of 2003 at which time the office was  relocated  and the
amount  increased to $15,000 per month. The aggregate office expense in 2003 and
2004 was $147,000 and $180,000, respectively. This accrual continued through May
31, 2005, at which time the monthly office expense of $15,000 ceased to accrue.

From April 30, 2002  (Inception)  to December 31, 2004, J. William  Hammon,  our
Chief Marketing Officer, and his spouse, have advanced $345,712 in the aggregate
to us. For $119,000 of this total amount, we issued two notes, payable on demand
and accruing  interest at a rate of 10% per annum.  In an effort to secure legal
counsel  and  pay  certain  reimbursable  expenses,  we  completed  two  Private
Placements of restricted  securities for $200,000 in the aggregate,  which funds
were deposited into the personal bank account of Mr. Hammon.  From this account,
he paid certain of our  outstanding  obligations,  including legal retainers and
fees and  reimbursable  expenses of officers and  stockholders.  The $200,000 in
private placement funds were netted against the total he advanced to us.

Beginning  on July 1,  2005,  and  continuing  through  December  31,  2005,  we
completed,  through 12 separate fundings,  a $5,234,000  financing (the "Interim
Bridge  Financing  III")  through  the  issuance  of (i) 10% Junior  Convertible
Promissory  Notes (the  "Bridge III Notes") and (ii)  warrants to purchase up to
2,617,000  shares of Common  Stock (the "Bridge III  Warrants")  to, among other
existing  investors,  Apex  Investment  Fund V, L.P.  ("Apex").  The  Bridge III
Warrants have a term of 5 years and an exercise price of $0.60 per share.

The  Bridge  III Notes had an  initial  term of 120 days (due on  various  dates
beginning  October  28,  2005) with  interest  at 10% per annum and  featured an
option for the Company to extend the term for an  additional  60 days to various
dates  beginning  December 28, 2005.  Upon the extension of the maturity date of
the Bridge III Notes,  the  contractual  interest rate would increase to 12% per
annum,  and the Company  would be required to issue  warrants  (the  "Bridge III
Extension  Warrants") to purchase such number of shares of Common Stock equal to
one-half of a share for each $1.00 of principal then outstanding. The Bridge III
Extension  Warrants  issuable upon  extension of the maturity date of the Bridge
III Notes  feature a term of 5 years and an  exercise  price of $0.60 per share.
The Company has agreed to file with the SEC, a  registration  statement  for the
resale of the  restricted  shares of its Common Stock  issuable upon exercise of
the  conversion  option that would be issuable  in this  transaction,  on a best
efforts basis.

Beginning on October 29,  2005,  the Company  elected to extend the  contractual
maturity  date of the  various  Bridge  III Notes for an  additional  60 days to
various dates beginning December 28, 2005, which caused the contractual interest
rate to  increase to 12% per annum.  In  addition,  the Company was  required to
issue the  1,200,000  Bridge III  Extension  Warrants to purchase such number of
shares  of Common  Stock  equal to 1/2 of a share  for each  $1.00 of  principal
amount  outstanding.  All of the Bridge III Notes have been redeemed in exchange
for the issuance of shares of Series A-1 Preferred Stock.

On July 1, 2005, the Company issued a Bridge III Note in the principal amount of
$1,650,000 and Bridge III Warrants to purchase 825,000 shares of Common Stock to
Apex.  The  aggregate  fair  value of these  Bridge  III  Warrants  amounted  to
$415,891.

On August 19, 2005, the Company issued a Bridge III Note in the principal amount
of $450,000 and Bridge III Warrants to purchase  225,000  shares of Common Stock
to Apex. The fair value of these Bridge III Warrants amounted to $55,263.


                                       54



On September  30, 2005,  the Company  issued a Bridge III Note in the  principal
amount of  $1,200,000  and Bridge III  Warrants  to purchase  600,000  shares of
Common Stock to Apex.  The fair value of these  Bridge III Warrants  amounted to
$57,143.

On October  16,  2005,  the  Company  issued a Bridge III Note in the  principal
amount of $360,000 and Bridge III Warrants to purchase  180,000 shares of Common
Stock to Apex. The fair value of these Bridge III Warrants amounted to $9,018.

On October  24,  2005,  the  Company  issued a Bridge III Note in the  principal
amount of $75,000 and Bridge III  Warrants to purchase  37,500  shares of Common
Stock to Apex. The fair value of these Bridge III Warrants amounted to $1,879.

On October  29,  2005,  the  Company  issued  Bridge III  Extension  Warrants to
purchase  825,000 shares of Common Stock to Apex. The fair value of these Bridge
III Extension Warrants amounted to $42,394.

On October  31,  2005,  the  Company  issued a Bridge III Note in the  principal
amount of $385,000 and Bridge III Warrants to purchase  192,500 shares of Common
Stock to Apex. The fair value of these Bridge III Warrants amounted to $9,644.

On November  16,  2005,  the Company  issued a Bridge III Note in the  principal
amount of $225,000 and Bridge III Warrants to purchase  112,500 shares of Common
Stock to Apex. The fair value of these Bridge III Warrants amounted to $4,431.

On November  21,  2005,  the Company  issued a Bridge III Note in the  principal
amount of $150,000 and Bridge III Warrants to purchase  75,000  shares of Common
Stock to Apex. The fair value of these Bridge III Warrants amounted to $2,954.

On November  29,  2005,  the Company  issued a Bridge III Note in the  principal
amount of $210,000 and Bridge III Warrants to purchase  105,000 shares of Common
Stock to Apex. The fair value of these Bridge III Warrants amounted to $4,135.

On  December  8, 2005,  the  Company  issued a Bridge III Note in the  principal
amount of $229,000 and Bridge III Warrants to purchase  114,500 shares of Common
Stock to Apex. The fair value of these Bridge III Warrants amounted to $4,757.

On December  17,  2005,  the Company  issued  Bridge III  Extension  Warrants to
purchase  225,000 shares of Common Stock to Apex. The fair value of these Bridge
III Extension Warrants amounted to $9,544.

On March 27, 2006,  in repayment and full  settlement  of aggregate  obligations
outstanding to Apex amounting to $8,112,177,  including obligations  outstanding
under the Bridge III Notes issued to Apex, the Company issued to Apex 10,140,221
shares of Series A-1 Preferred Stock.

On April 3, 2006,  in repayment  and full  settlement  of aggregate  obligations
outstanding to Apex  amounting to $373,676,  including  obligations  outstanding
under the Bridge III Notes  issued to Apex,  the Company  issued to Apex 467,095
shares of Series A-1 Preferred Stock.

On July 18, 2006,  in repayment  and full  settlement  of aggregate  obligations
outstanding  to Robert E. Yaw III amounting to $252,350,  the Company  issued to
Mr. Yaw 315,438 shares of Series A-1 Preferred Stock.

We also have employment  agreements with certain of our executive officers.  The
terms of those employment agreements have been previously disclosed.


                                       55



MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common  Stock is currently  quoted on the  Over-the-Counter  Bulletin  Board
("OTCBB")  under the symbol  "PTRS".  From May 21, 2004 until November 14, 2005,
our common stock was quoted on the Pink Sheets (the "Pink  Sheets") and prior to
May 21, 2004 we traded on the OTCBB.  The following table lists the high and low
per share  closing sales prices for the Common Stock as reported by the OTCBB or
Pink Sheets, as applicable, for the periods indicated:

                                                          HIGH         LOW
                                                          ----         ---
2004:
First Quarter ...............................         $   1.30      $   0.11
Second Quarter ..............................             1.46          0.37
Third Quarter ...............................             1.16          0.69
Fourth Quarter ..............................             1.17          0.69
2005:
First Quarter ...............................         $   1.16      $   0.65
Second Quarter ..............................             0.83          0.50
Third Quarter ...............................             0.68          0.14
Fourth Quarter ..............................             0.14          0.05
2006:
First Quarter ...............................         $   0.09      $   0.05

These quotations reflect inter-dealer prices, without retail markups, mark-downs
or commissions and may not necessarily represent actual transactions.

As of July 21, 2006, there were 63,933,536 shares of Common Stock outstanding.

As of July 21, 2006 there were approximately 118 holders of record of the Common
Stock.  However, we believe that the number of beneficial owners is in excess of
500,  because a large  portion  of the  Common  Stock is held of record  through
brokerage firms in "street name."

DIVIDEND POLICY

Holders of our Common Stock are  entitled to  dividends  when and if declared by
the board of directors out of funds legally  available.  We have not declared or
paid any dividends on our Common Stock since inception and do not anticipate the
declaration or payment of cash dividends in the foreseeable future. We intend to
retain  earnings,  if any,  to finance  the  development  and  expansion  of our
business.  Future dividend policy will be subject to the discretion of the board
of directors and will be contingent upon future earnings,  if any, our financial
condition, capital requirements,  general business conditions and other factors.
Therefore,  there can be no  assurance  that  dividends of any kind will ever be
paid


                                       56



EXECUTIVE COMPENSATION

The following table sets forth, as to the Chief Executive  Officer and the other
four most highly  compensated  executive  officers at the end of the fiscal year
ended December 31, 2005  (collectively  the "Named  Executive  Officers")  whose
compensation  exceeded  $100,000 during the fiscal year ended December 31, 2005,
information  concerning  all  compensation  paid  for  services  to  us  in  all
capacities.



                                                     ANNUAL COMPENSATION                 LONG-TERM COMPENSATION
                                                ---------------------------------   -------------------------------
                                                                                           AWARDS           PAYOUTS
                                                                                    -------------------------------
                                                                        Other                    Securities
                                                                        Annual      Restricted   underlying
                                                Salary      Bonus    Compensation     Stock       options /   LTIP     All Other
Name and Principal Position            Year       ($)        ($)          ($)       Award(s)($)   SARs (#)   Payouts  Compensation
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Robert Cross(1)                        2005     186,458    82,388          0            0         1,000,000     0          0
     Director, Chief Executive         2004           0         0          0            0                 0     0          0
     Officer                           2003           0         0          0            0                 0     0          0

----------------------------------------------------------------------------------------------------------------------------------
Brett Newbold(2)                       2005     150,624         0          0            0                 0     0          0
     President & Chief Technology      2004           0         0          0            0                 0     0          0
     Officer                           2003     159,000         0          0            0                 0     0          0
----------------------------------------------------------------------------------------------------------------------------------
William Hammon(3)                      2005     157,500         0          0            0           400,000     0          0
     Chief Marketing Officer           2004           0         0          0            0                 0     0          0
                                       2003           0         0          0            0                 0     0          0
----------------------------------------------------------------------------------------------------------------------------------
James E. Morriss(4)                    2005     141,666         0          0            0           600,000     0          0
     Vice President -                  2004           0         0          0            0                 0     0          0
     Engineering                       2003           0         0          0            0                 0     0          0
----------------------------------------------------------------------------------------------------------------------------------
Heidi B. Newton(5)                     2005     142,500    15,000          0            0           200,000     0          0
     Vice President - Finance          2004           0         0          0            0                 0     0          0
     and Administration                2003           0         0          0            0                 0     0          0
----------------------------------------------------------------------------------------------------------------------------------


(1)      Mr. Cross became Patron's Chief Executive Officer on February 28, 2005.
         On July 1, 2005, Mr. Cross was granted an option to purchase  1,000,000
         shares of the Company's  Common Stock at a per share  exercise price of
         $0.65. This option terminates on June 30, 2015.

(2)      Mr. Newbold was named Patron's  President and Chief Technology  Officer
         on February  28,  2005.  Previously,  Mr.  Newbold was  Patron's  Chief
         Technology Officer and President, Technology Products Group joining the
         Company on October 11, 2002. He later  terminated  his employment as of
         June 30, 2003.

(3)      Mr. Hammon became Patron's Chief Marketing Officer upon the acquisition
         of  Entelagent  on March 30,  2005.  On August  17,  2005,  Mr.  Hammon
         received an option to purchase  400,000 shares of the Company's  Common
         Stock  at a per  share  exercise  price of  $0.34.  This  option  grant
         terminates on August 16, 2015. Mr. Hammon's employment with the Company
         ended on January 9, 2006.

(4)      Mr. Morriss  became  Patron's Vice  President-Engineering  on March 31,
         2005. On August 17, 2005, Mr. Morriss was granted an option to purchase
         600,000  shares of the Company's  Common Stock at a per share  exercise
         price of $0.34. This option terminates on August 16, 2015.

(5)      Ms. Newton became Patron's Vice President - Finance and  Administration
         on February  26,  2005.  On August 17,  2005 Ms.  Newton was granted an
         option to purchase  200,000  shares of the Company's  Common Stock at a
         per share exercise price of $0.34. This option terminates on August 16,
         2015.


                                       57



OPTION GRANTS IN THE YEAR ENDED DECEMBER 31, 2005



                           NUMBER OF
                           SECURITIES        % OF TOTAL OPTIONS
                       UNDERLYING OPTIONS   GRANTED TO EMPLOYEES   EXERCISE    EXPIRATION
NAME                        GRANTED          IN FISCAL YEAR(1)      PRICE(2)      DATE
--------------------   ------------------   --------------------   --------    ----------
                                                                     
Robert Cross .......       1,000,000               18.8%            $0.65(3)     6/30/15
Brett Newbold ......              --                  --               --             --
William Hammon .....         400,000                7.5%            $0.34        8/16/15
James E. Morriss ...         600,000               11.3%            $0.34        8/16/15
Heidi B. Newton ....         200,000                3.8%            $0.34        8/16/15


(1)      The total number of stock options granted to employees  during the year
         ended December 31, 2005 was 5,315,000 shares.

(2)      The exercise  price of such  options was equal to closing  price on the
         trading day immediately preceding the date of grant, except as noted.

(3)      Mr. Cross' options were granted at a per share exercise price of $0.65.
         The closing price on the date of grant was $0.68.


DIRECTOR COMPENSATION

Patron's non-employee  directors do not receive compensation for their services.
Directors are reimbursed for travel expenses associated with attendance at Board
meetings.  There were no  reimbursement  of travel expenses in each of the years
ended December 31, 2005 and 2004.

EXECUTIVE EMPLOYMENT AGREEMENTS

ROBERT W. CROSS

On February 28, 2005, the Company's  Board approved the appointment of Mr. Cross
as our Chief Executive Officer and Acting Chief Financial Officer.

On July 1, 2005,  we entered  into an  employment  agreement  with Mr.  Cross in
connection with Mr. Cross's employment for a one-year term, subject to automatic
renewal,  commencing on July 1, 2005, as Chief Executive Officer. The Employment
Agreement provides for a base salary of $200,000 per year with a non-recoverable
draw of  $100,000  (grossed  up for  taxes)  during  the first six months of the
Agreement.  In the event that his  employment  is  terminated,  Mr.  Cross shall
continue  to  receive  his base  salary  and  shall  be  entitled  to  continued
participation in our executive benefit plans for a period of six (6) months. The
Employment  Agreement  also  provides  for a  performance  bonus  determined  in
accordance with quarterly  revenue  milestones that are to be established by the
Board.  Mr. Cross is eligible to receive a bonus of up to 100% of quarterly base
salary for each  quarter  that the  Company  achieves  the agreed  upon  revenue
milestones.  Additionally,  the Employment  Agreement  provides for the grant of
1,000,000 stock options at an exercise price of $0.65 per share with the options
vesting 25% on July 1, 2005, 25% on September 30, 2005, 25% on December 31, 2005
and 25% on March 31, 2006. The options expire on June 30, 2012.

Mr.  Cross's  employment  agreement  will  terminate  on the  expiration  of the
agreement's  term, his death, or delivery of written notice of termination by us
to Mr. Cross if he were to suffer a permanent disability rendering him unable to
perform  his  duties  and  obligations  under the  agreement  for 90 days in any
12-month period. We can terminate Mr. Cross's  employment by delivery of written
notice of such  termination  "for cause" or  "without  cause" (as such terms are
defined in his employment  agreement) to Mr. Cross.  Mr. Cross can terminate his
employment by delivery of written  notice of  termination  "for good reason" (as
such term is defined in his employment agreement) to us. Mr. Cross agrees not to
compete with us or solicit  certain of our  employees or clients for a period of
one year after the termination of his employment.

On March 7, 2006, the Patron Board of Directors,  in executive  session  without
Mr. Cross being present,  approved a bonus arrangement ("Bonus Arrangement") for
Mr. Cross. The Bonus Arrangement provides for (i) a cash bonus


                                       58



equal to $200,000,  grossed up for taxes (the "Cash Bonus"), (ii) the Cash Bonus
would be payable only after  agreement has been reached with  creditors  holding
the  applicable  percentage of Patron's  creditor  obligations  agree to convert
their obligations under the Creditor and Claimant Liabilities  Restructuring and
when  the  funding  escrow   established  by  Laidlaw  has  been  released  (the
"Eligibility  Date"),  (iii)  50%  of  the  Cash  Bonus  would  be  paid  on the
Eligibility  Date,  and  the  other  50%  would  be paid  in ten  equal  monthly
installments beginning one month following the Eligibility Date, and (iv) on the
Eligibility  Date,  Mr.  Cross  would be  granted  a stock  option  in an amount
representing an aggregate 2.5% of the outstanding shares of Company common stock
on  the  Eligibility  Date  ("Initial  Cross  Grant").  Additionally,  upon  the
completion  of the Creditor and Claimant  Liabilities  Restructuring,  Mr. Cross
will be granted an additional option ("Cross Additional  Option") which together
with the Cross Initial Grant shall enable Mr. Cross to purchase,  along with the
Cross  Initial  Grant shares of Company  common stock  representing  2.5% of the
common  stock  issued and  outstanding  after  completion  of the  Creditor  and
Claimant Liabilities  Restructuring on a fully-diluted basis. These options have
a term of 10 years and vest 20% on the date of grant and  1/48th of the  balance
on the last day of each month for the next 48 months  following the  Eligibility
Date.

BRETT NEWBOLD

On February 28, 2005, we entered into an employment agreement with Brett Newbold
in connection  with Mr.  Newbold's  employment for a one-year  term,  subject to
automatic  renewal,  commencing  on February  28, 2005,  as President  and Chief
Technology  Officer.  Mr.  Newbold will receive a minimum  annual base salary of
$190,000  during each fiscal year of the agreement,  subject to adjustment on an
annual basis by the Board.  In the event that his employment is terminated,  Mr.
Newbold  shall  continue  to receive  his base  salary and shall be  entitled to
continued  participation in our executive  benefit plans for a period of six (6)
months.  Mr.  Newbold is eligible  to receive (i) an annual  bonus of 50% of his
annual base salary if certain  financial  performance  measures are attained and
(ii) such  discretionary  bonuses as may be authorized by the Board from time to
time for executive  employees.  Mr.  Newbold also is eligible to  participate in
stock  option and other  employee  benefit  plans of the Company  that may be in
effect from time to time.

Mr.  Newbold's  employment  agreement  will  terminate on the  expiration of the
agreement's  term, his death, or delivery of written notice of termination by us
to Mr. Newbold if he were to suffer a permanent  disability rendering him unable
to perform his duties and  obligations  under the  agreement  for 90 days in any
12-month  period.  We can  terminate  Mr.  Newbold's  employment  by delivery of
written notice of such termination "for cause" or "without cause" (as such terms
are  defined  in his  employment  agreement  to Mr.  Newbold.  Mr.  Newbold  can
terminate his employment by delivery of written notice of termination  "for good
reason" (as defined in his  employment  agreement) to us. Mr. Newbold agrees not
to compete with us or solicit  certain of our  employees or clients for a period
of two years after the termination of his employment.

BRADEN WAVERLEY

On February 17, 2006,  the Company  entered into an  employment  agreement  (the
"Waverley Agreement") with Braden Waverley ("Waverley"), the Company's new Chief
Operating Officer. The term of the Waverley Agreement is one year with automatic
one-year  renewal  unless  Mr.  Waverley  is  provided  with  written  notice of
non-renewal  90 days prior to  expiration  of the current  term of the  Waverley
Agreement.  The  Waverley  Agreement  provides for a base salary of $200,000 per
year.  The Waverley  Agreement  provides for a performance  bonus  determined in
accordance  with  revenue  milestones  established  by the Board on a  quarterly
basis.  Mr.  Waverley is eligible to receive a bonus of up to 75% of base salary
for each quarter that the Company  achieves the agreed upon revenue  milestones.
Additionally,  the Waverley Agreement provides for the grant of stock options in
an amount  representing an aggregate 3.5% of the  outstanding  shares of Company
Common  Stock on the date of grant  ("Waverley  Initial  Grant").  The  Waverley
Initial Grant is for 2,201,119  shares at an exercise price of $0.055 per share.
Additionally,  upon the  completion  of the  resolution  of Claims  through  the
issuance  of Series  A-1  Preferred  Stock,  Mr.  Waverley  will be  granted  an
additional  option  ("Waverley  Additional  Option")  which  together  with  the
Waverley  Initial  Grant shall enable Mr.  Waverley to purchase,  along with the
Waverley Initial Grant,  shares of Company Common Stock representing 3.5% of the
Common  Stock  issued and  outstanding  after  completion  of the  Creditor  and
Claimant Liabilities  Restructuring on a fully-diluted basis. These options have
a term of 10 years and vest 20% on the date of grant and  1/48th of the  balance
on the last day of each  month for the next 48 months  following  the  effective
date of this agreement.


                                       59



MARTIN T. JOHNSON

On February 17, 2006,  the Company  entered into an  employment  agreement  (the
"Johnson Agreement") with Martin T. Johnson ("Johnson"), the Company's new Chief
Financial Officer.  The term of the Johnson Agreement is one year with automatic
one-year  renewal  unless  Mr.  Johnson  is  provided  with  written  notice  of
non-renewal  90 days prior to  expiration  of the  current  term of the  Johnson
Agreement.  The Johnson  Agreement  provides  for a base salary of $180,000  per
year.  The Johnson  Agreement  provides for a  performance  bonus  determined in
accordance  with  revenue  milestones  established  by the Board on a  quarterly
basis.  Mr.  Johnson is  eligible to receive a bonus of up to 50% of base salary
for each quarter that the Company  achieves the agreed upon revenue  milestones.
Additionally,  the Johnson Agreement  provides for the grant of stock options in
an amount  representing an aggregate 1.25% of the outstanding  shares of Company
Common Stock on the date of grant ("Johnson Initial Grant"). The Johnson Initial
Grant  is  for  786,114  shares  at an  exercise  price  of  $0.055  per  share.
Additionally,  upon the  completion  of the  resolution  of Claims  through  the
issuance  of  Series  A-1  Preferred  Stock,  Mr.  Johnson  will be  granted  an
additional option ("Johnson  Additional Option") which together with the Johnson
Initial  Grant  shall  enable Mr.  Johnson to  purchase,  along with the Johnson
Initial Grant,  shares of Company Common Stock  representing 1.25% of the Common
Stock  issued and  outstanding  after  completion  of the  Creditor and Claimant
Liabilities Restructuring on a fully-diluted basis. These options have a term of
10 years and vest 20% on the date of grant and 1/48th of the balance on the last
day of each month for the next 48 months  following the  effective  date of this
agreement.


AVAILABLE INFORMATION

We have filed a registration  statement on Form SB-2 under the Securities Act of
1933,  as amended,  relating to the shares of common stock being offered by this
prospectus,   and  reference  is  made  to  such  registration  statement.  This
prospectus  constitutes the prospectus of Patron Systems, Inc., filed as part of
the  registration  statement,  and it does not  contain all  information  in the
registration statement, as certain portions have been omitted in accordance with
the rules and regulations of the Securities and Exchange Commission.

We are subject to the informational  requirements of the Securities Exchange Act
of 1934 that require us to file reports,  proxy statements and other information
with the Securities and Exchange Commission.  Such reports, proxy statements and
other information may be inspected at public reference  facilities of the SEC at
Judiciary  Plaza, 450 Fifth Street N.W.,  Washington D.C. 20549.  Copies of such
material  can be  obtained  from  the  Public  Reference  Section  of the SEC at
Judiciary  Plaza,  450 Fifth Street N.W.,  Washington,  D.C. 20549 at prescribed
rates.  The public  could  obtain  information  on the  operation  of the public
reference   room  by  calling  the   Securities   and  Exchange   Commission  at
1-800-SEC-0330.  Because we file documents  electronically with the SEC, you may
also  obtain  this  information  by  visiting  the  SEC's  Internet  website  at
http://www.sec.gov.


                                       60



FINANCIAL STATEMENTS

                              PATRON SYSTEMS, INC.
                                DECEMBER 31, 2005

                                    CONTENTS

Report of Independent Registered Public Accounting Firm ...................   62

FINANCIAL STATEMENTS

Consolidated Balance Sheet as of December 31, 2005 ........................   63

Consolidated Statements of Operations for the years
  ended December 31, 2005 and 2004 ........................................   64

Consolidated Statements of Stockholders' Deficiency
  for the years ended December 31, 2005 and 2004...........................   65

Consolidated Statements of Cash Flows for the years
  ended December 31, 2005 and 2004 ........................................   66

Notes to Consolidated Financial Statements ................................   67


                                       61


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Audit Committee of the
Board of Directors and Shareholders
of Patron Systems, Inc.

We have audited the accompanying  consolidated  balance sheet of Patron Systems.
Inc. and  Subsidiaries  (the "Company") as of December 31, 2005, and the related
consolidated statements of operations,  stockholders'  deficiency and cash flows
for  each  of the two  years  in the  period  ended  December  31,  2005.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial position of Patron Systems.
Inc., as of December 31, 2005,  and the  consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2005 in conformity with accounting  principles  generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial  statements,  the Company has incurred net losses since its inception,
has a working capital deficiency and is involved in numerous litigation matters.
These conditions raise substantial doubt about the Company's ability to continue
as a going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


/s/ Marcum & Kliegman LLP
-------------------------
Marcum & Kliegman LLP

New York, New York
March 27, 2006


                                       62



                      PATRON SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

                                                                    DECEMBER 31,
                                                                        2005
                                                                     -----------
ASSETS
Current Assets:
   Cash .......................................................    $         14
   Restricted cash ............................................         511,691
   Accounts receivable, net ...................................         240,534
   Other current assets .......................................         153,001
                                                                   ------------
      Total current assets ....................................         905,240

Property and equipment, net ...................................         169,925
Intangible assets, net ........................................       1,232,757
Goodwill ......................................................       9,510,716
                                                                   ------------
      Total assets ............................................    $ 11,818,638
                                                                   ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
   Accounts payable ...........................................    $  1,644,772
   Accrued payroll and related expenses .......................       1,405,586
   Accrued interest ...........................................       1,402,354
   Consulting agreement payable ...............................         100,000
   Demand notes payable .......................................       1,056,056
   Bridge notes payable .......................................      11,256,091
   Acquisition notes payable ..................................       4,500,000
   Notes payable (to creditors of acquired business,
      including $2,101,357 to related parties) ................       2,602,913
   Expense reimbursements due to officers and stockholders ....         172,328
   Notes payable to officers and stockholders .................         235,712
   Other current liabilities ..................................       1,006,506
   Amounts due under settlement with former officer ...........       1,130,022
   Deferred revenue ...........................................         332,081
   Accrued registration penalty ...............................          81,928
   Accrued settlement under accommodation agreements ..........       2,228,090
                                                                   ------------
      Total current liabilities ...............................      29,154,439

Note payable - stock repurchase obligation due
   to former officer ..........................................       1,738,667
                                                                   ------------
      Total liabilities .......................................      30,893,106
                                                                   ------------

Common stock subject to put right (2,000,000 shares) ..........       1,000,000
                                                                   ------------

Commitments and Contingencies

Stockholders' Deficiency
   Preferred stock, par value $0.01 per share, 75,000,000
      shares authorized, none issued and outstanding ..........            --
   Common stock, par value $0.01 per share, 150,000,000
      shares authorized, 59,348,360 shares issued and
      outstanding as of December 31, 2005 (net of 2,000,000
      shares subject to put right) ............................       4,049,143
   Additional paid-in capital .................................      61,571,916
   Common stock repurchase obligation .........................      (1,300,000)
   Deferred compensation ......................................          (7,500)
   Accumulated deficit ........................................     (84,388,027)
                                                                   ------------
      Total stockholders' deficiency ..........................     (20,074,468)
                                                                   ------------
      Total liabilities and stockholders' deficiency ..........    $ 11,818,638
                                                                   ============

See notes to condensed consolidated financial statements.


                                       63



                      PATRON SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        FOR THE YEAR ENDED
                                                           DECEMBER 31,
                                                   ----------------------------
                                                       2005            2004
                                                   ------------    ------------
                                                                   (Development
                                                                       Stage)

Revenue ........................................   $    641,740    $       --
                                                   ------------    ------------
Cost of Sales
   Cost of products/services ...................        371,900            --
   Amortization of technology ..................        396,670            --
                                                   ------------    ------------
      Total cost of sales ......................        768,570            --
                                                   ------------    ------------
   Gross loss ..................................       (126,830)           --
                                                   ------------    ------------
Operating Expenses
   Salaries and related expenses ...............      4,656,814         669,233
   Consulting expense ..........................      1,483,933         767,567
   Professional fees ...........................      1,196,781         771,381
   General and administrative ..................      1,331,633         483,138
   Depreciation and amortization ...............        163,456            --
   Registration penalties ......................        859,004       1,434,900
   Assessment fee ..............................        370,000            --
   Loss on collateralized financing arrangement         366,193            --
   Goodwill impairment charge ..................     12,929,696
   Acquired technology impairment charge .......      1,705,455
   Charges associated with share exchange
      transaction ..............................           --            45,215
   Losses associated with legal settlements,
      net ......................................      1,884,519         438,667
                                                   ------------    ------------
      Total operating expenses .................     26,947,484       4,610,101

Loss from operations ...........................    (27,074,314)     (4,610,101)

Other Income (Expense)
   Interest income .............................         19,250          77,000
   Change in intrinsic value of common
   stock put right .............................        300,000            --
   Loss on sale of property and equipment ......         (8,886)           --
   Interest expense ............................    (17,682,201)       (132,350)
                                                   ------------    ------------

Total Other Expense ............................    (17,371,837)        (55,350)
                                                   ------------    ------------

Loss before income taxes .......................    (44,446,151)     (4,665,451)
   Income taxes ................................           --              --
                                                   ------------    ------------

Net loss .......................................   $(44,446,151)   $ (4,665,451)
                                                   ============    ============

Net Loss Per Share - Basic and Diluted .........   $      (0.76)   $      (0.12)
                                                   ============    ============

Weighted Average Number of Shares
   Outstanding - Basic and diluted .............     58,465,686      38,808,280
                                                   ============    ============


See notes to condensed consolidated financial statements.


                                       64




               PATRON SYSTEMS, INC. AND SUBSIDIARIES CONSOLIDATED
                 STATEMENT OF STOCKHOLDERS' DEFICIENCY FOR THE
                     YEARS ENDED DECEMBER 31, 2005 AND 2004

                                                                               ADDITIONAL
                                               SHARES OF       PAR VALUE        PAID IN        REPURCHASE
                                              COMMON STOCK    COMMON STOCK      CAPITAL        OBLIGATION
                                              ------------    ------------    ------------    ------------
                                                                                  
BALANCE, JANUARY 1, 2004 ..................     38,401,388       1,477,514      29,003,259            --
Common stock to be repurchased under
   Allin Settlement Agreement .............     (2,000,000)        (20,000)       (980,000)     (1,300,000)
Issuance of common stock for services
   at March 24, 2004 for $0.42 per share ..        500,000           5,000         205,000            --
Issuance of common stock in private
   placement transaction on May 21, 2004
   at $0.279 per share ....................        714,824           7,148         192,852            --
Issuance of common stock for services
   at June 4, 2004 for $0.699 per share ...        500,000         349,500            --              --
Issuance of common stock for services
   at August 4, 2005 for $1.199 per share .        500,000         599,500            --              --
Common stock issued in lieu of cash for
   services on September 10, 2004 for
   $0.789 per share .......................        100,000          78,900            --              --
Common stock issued in lieu of cash for
   services on September 13, 2004 for
   $0.25 per share ........................        240,000           2,400          57,600            --
Issuance of common stock in private
   placement transaction on December 14,
   2004 for $1.00 per share ...............        500,000           5,000         495,000            --
Common stock issued for conversion of
   convertible notes on December 28,
   2004 for $0.77 per share ...............        201,648         156,600            --              --
Common stock issued under Accommodation
   Agreement penalty at end-of-month
   fair values beginning January 31, 2004 .      1,800,000       1,434,900            --              --
Stock options issued in lieu of cash
   for services on December 31, 2004
   with a fair value of $0.63 per share ...           --              --           945,000            --
Amortization of Deferred stock-based
   compensation ...........................           --              --              --              --
Net Income ................................           --              --              --              --
                                              ------------    ------------    ------------    ------------
BALANCE, DECEMBER 31, 2004.................   $ 41,457,860    $  4,096,462    $ 29,918,711    $ (1,300,000)
Common stock issued in purchase business
   combinations
      Complete Security Solutions, Inc. ...      7,500,000          75,000       6,300,000            --
      LucidLine, Inc. .....................      4,400,000          44,000       3,696,000            --
      Entelagent Software Corporation .....      3,000,000          30,000       2,520,000            --
Amortization of deferred stock-based
   compensation ...........................           --              --              --              --
Issuance of warrants to Bridge Note I
   Investors ..............................           --              --         1,043,860            --
Issuance of warrants issued as purchase
   consideration ..........................           --              --         1,912,500            --
Issuance of warrants to transaction
   advisors ...............................           --              --           255,000            --
Issuance of warrants to placement agent
   - Interim Bridge Financing I ...........           --              --           297,500            --
Common stock under accommodation
   agreement as a penalty .................      1,800,000         777,076            --              --
Common stock issued under collateralized
   financing arrangement ..................        890,500           8,905         397,300            --
Common stock issued in lieu of cash .......           --          (939,000)        939,000            --
Common stock issued on consulting agreement        400,000          35,600            --              --
Recission of common stock under
   consulting agreement ...................       (100,000)        (78,900)           --              --
Issuance of warrants to Bridge Note II
   investors ..............................           --              --           532,723            --
Issuance of warrants to placement agent
   - Interim Bridge Financing II ..........           --              --            80,867            --
Issuance of warrants in connection with
   bridge loan extension ..................           --              --           946,924            --
Issuance of stock options to Chief
   Executive Officer ......................           --              --            30,000            --
Issuance of warrants to Bridge Note
   III investors ..........................           --              --           587,595            --
Reduction of intrinsic value of put right .           --              --          (300,000)           --
Conversion option penalty incurred upon
   default of Bridge Financing I ..........           --              --         3,500,000            --
Conversion option penalty incurred upon
   default of Subordinated Notes ..........           --              --         4,500,000            --
Conversion option penalty incurred upon
   default of Bridge Financing II .........           --              --         2,543,000            --
Conversion option penalty incurred upon
   default of Bridge Financing III ........           --              --         1,850,000            --
Issuance of options to non-employee .......           --              --            20,936            --
Net Loss ..................................           --              --              --              --
                                              ------------    ------------    ------------    ------------
BALANCE, DECEMBER 31, 2005 ................     59,348,360    $  4,049,143    $ 61,571,916    $ (1,300,000)
                                              ============    ============    ============    ============



                                              COMMON STOCK
                                                DEFERRED      ACCUMULATED
                                              COMPENSATION      DEFICIT           TOTAL
                                              ------------    ------------    ------------
                                                                       
BALANCE, JANUARY 1, 2004 ..................           --       (35,276,425)     (4,795,652)
Common stock to be repurchased under
   Allin Settlement Agreement .............           --              --        (2,300,000)
Issuance of common stock for services
   at March 24, 2004 for $0.42 per share ..       (210,000)           --              --
Issuance of common stock in private
   placement transaction on May 21, 2004
   at $0.279 per share ....................           --              --           200,000
Issuance of common stock for services
   at June 4, 2004 for $0.699 per share ...       (349,500)           --              --
Issuance of common stock for services
   at August 4, 2005 for $1.199 per share .       (599,500)           --              --
Common stock issued in lieu of cash for
   services on September 10, 2004 for
   $0.789 per share .......................           --              --            78,900
Common stock issued in lieu of cash for
   services on September 13, 2004 for
   $0.25 per share ........................           --              --            60,000
Issuance of common stock in private
   placement transaction on December 14,
   2004 for $1.00 per share ...............           --              --           500,000
Common stock issued for conversion of
   convertible notes on December 28,
   2004 for $0.77 per share ...............           --              --           156,600
Common stock issued under Accommodation
   Agreement penalty at end-of-month
   fair values beginning January 31, 2004 .           --              --         1,434,900
Stock options issued in lieu of cash
   for services on December 31, 2004
   with a fair value of $0.63 per share ...       (945,000)           --              --
Amortization of Deferred stock-based
   compensation ...........................        628,667            --           628,667
Net Income ................................           --        (4,665,451)     (4,665,451)
                                              ------------    ------------    ------------
BALANCE, DECEMBER 31, 2004.................   $ (1,475,333)   $(39,941,876)     (8,702,036)
Common stock issued in purchase business
   combinations
      Complete Security Solutions, Inc. ...           --              --         6,375,000
      LucidLine, Inc. .....................           --              --         3,740,000
      Entelagent Software Corporation .....           --              --         2,550,000
Amortization of deferred stock-based
   compensation ...........................      1,467,833            --         1,467,833
Issuance of warrants to Bridge Note I
   Investors ..............................           --              --         1,043,860
Issuance of warrants issued as purchase
   consideration ..........................           --              --         1,912,500
Issuance of warrants to transaction
   advisors ...............................           --              --           255,000
Issuance of warrants to placement agent
   - Interim Bridge Financing I ...........           --              --           297,500
Common stock under accommodation
   agreement as a penalty .................           --              --           777,076
Common stock issued under collateralized
   financing arrangement ..................           --              --           406,205
Common stock issued in lieu of cash .......           --              --              --
Common stock issued on consulting agreement           --              --            35,600
Recission of common stock under
   consulting agreement ...................           --              --           (78,900)
Issuance of warrants to Bridge Note II
   investors ..............................           --              --           532,723
Issuance of warrants to placement agent
   - Interim Bridge Financing II ..........           --              --            80,867
Issuance of warrants in connection with
   bridge loan extension ..................           --              --           946,924
Issuance of stock options to Chief
   Executive Officer ......................           --              --            30,000
Issuance of warrants to Bridge Note
   III investors ..........................           --              --           587,595
Reduction of intrinsic value of put right .           --              --          (300,000)
Conversion option penalty incurred upon
   default of Bridge Financing I ..........           --              --         3,500,000
Conversion option penalty incurred upon
   default of Subordinated Notes ..........           --              --         4,500,000
Conversion option penalty incurred upon
   default of Bridge Financing II .........           --              --         2,543,000
Conversion option penalty incurred upon
   default of Bridge Financing III ........           --              --         1,850,000
Issuance of options to non-employee .......           --              --            20,936
Net Loss ..................................           --       (44,446,151)    (44,446,151)
                                              ------------    ------------    ------------
BALANCE, DECEMBER 31, 2005 ................   $     (7,500)   $(84,388,027)   $(20,074,468)
                                              ============    ============    ============



See notes to condensed consolidated financial statements.


                                       65




                      PATRON SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                            FOR THE YEAR ENDED
                                                                                DECEMBER 31,
                                                                       ----------------------------
                                                                           2005            2004
                                                                       ------------    ------------
                                                                                 
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss ..........................................................   $(44,446,151)   $ (4,665,451)
                                                                       ------------    ------------
   Adjustments to reconcile net loss to net cash
   used in operating activities:
      Depreciation and amortization ................................        560,126            --
      Amortization of deferred compensation ........................      1,467,833            --
      Common stock issued in lieu of cash for services .............         35,600         767,567
      Stock options issued to non-employees ........................         20,936            --
      Stock options issued to chief executive officer ..............         30,000            --
      Accretion related to warrants issued with bridge notes .......      2,143,269            --
      Amortization of deferred financing costs .....................      1,953,031            --
      Penalty warrants issued to bridge note holders ...............     12,393,000            --
      Stock based penalty under accomodation agreement .............        777,076       1,434,900
      Goodwill impairment charge ...................................     12,929,696            --
      Acquired technology impairment charge ........................      1,705,455
      Losses associated with legal settlements .....................      2,273,622         438,667
      Gain on legal settlement .....................................       (389,103)           --
      Loss on collateralized financing arrangement .................        366,193            --
      Loss on sale of property and equipment .......................          8,886            --
      Reduction in intrinsic value of put right ....................       (300,000)           --
      Gain on settlement of consulting agreement payable ...........       (228,900)           --
      Non-cash interest income .....................................        (19,250)        (77,000)
      Changes in operating assets and liabilities:
         Restricted cash ...........................................       (511,691)           --
         Prepaid expenses ..........................................         51,487          (6,310)
         Accounts receivable .......................................       (104,889)           --
         Other current assets ......................................        (60,412)           --
         Accounts payable ..........................................       (149,002)        186,525
         Accrued interest ..........................................        414,676         132,350
         Deferred revenue ..........................................        132,330            --
         Expense reimbursements due to officers and shareholders ...        (94,062)           --
         Accrued payroll and payroll related expenses ..............       (732,814)        107,153
         Amounts due under settlement with former officer ..........        165,298            --
         Other current liabilities .................................        356,773            --
         Consulting agreements payable .............................        (50,000)        300,000
         Accrued registration penalty ..............................         81,928            --
         Other accrued expenses ....................................        (16,440)           --
                                                                       ------------    ------------
      Total adjustments ............................................     35,210,652       3,283,852
                                                                       ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES ..............................     (9,235,499)     (1,381,599)
                                                                       ------------    ------------
CASH FLOWS USED IN INVESTING ACTIVITIES
   Advances to prospective acquiree businesses .....................           --           (24,500)
   Cash payments in purchase business combinations .................       (857,633)           --
   Cash acquired in purchase business combinations .................        416,397            --
   Acquisition of intellectual property ............................       (334,387)           --
   Proceeds from sale of property and equipment ....................          1,500            --
   Purchase of fixed assets ........................................       (108,262)           --
                                                                       ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES ..............................       (882,385)        (24,500)
                                                                       ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Expenses (repaid to) officers and stockholders ..................       (250,694)         17,349
   Advances from stockholders ......................................           --            58,694
   Advances from prospective acquiree business .....................           --           653,000
   Deferred financing costs ........................................       (627,739)           --
   Repayments of amounts due under settlement with former officer ..       (200,000)           --
   Proceeds from issuance of bridge notes ..........................     11,277,000            --
   Proceeds from issuance of common stock ..........................           --           700,000
   Repayments of advances from shareholders ........................       (126,570)           --
                                                                       ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES ..........................     10,071,997       1,429,043
                                                                       ------------    ------------
NET (DECREASE) INCREASE IN CASH ....................................        (45,887)         22,944
CASH, beginning of period ..........................................         45,901          22,957
                                                                       ------------    ------------
CASH, end of period ................................................   $         14    $     45,901
                                                                       ------------    ------------
Supplemental Disclosures of Cash Flow Information:
   Issuance of note under stock repurchase obligation ..............   $       --      $  1,300,000
   Obligation to repurchase 2,000,000 shares of common stock subject
   to put right ....................................................           --         1,000,000
Cash paid during the period for:
   Interest ........................................................        527,715            --
Supplemental non-cash investing and finanical activity:
Acquisition of businesses:
   Current tangible assets acquired ................................        328,411
   Non-current tangible assets acquired ............................      2,809,689
   Current liabilities assumed with acquisitions ...................     (8,457,986)
   Non-current liabilities assumed with acquisitions ...............       (447,790)
   Intangible assets acquired ......................................      3,101,000
   Goodwill recognized on purchase business combinations ...........     22,440,412
   Non-cash consideration ..........................................    (19,332,500)
   Cash acquired in purchase business combinations .................        416,397
                                                                       ------------
   Cash paid to acquire businesses .................................        857,633
                                                                       ------------


See notes to condensed consolidated financial statements.


                                       66



                              PATRON SYSTEMS, INC.
               NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

NOTE 1 - THE COMPANY

ORGANIZATION AND DESCRIPTION OF BUSINESS

Patron Systems,  Inc. is a Delaware  corporation formed in April 2002 to provide
comprehensive,  end-to-end information security solutions to global corporations
and government institutions.

DEVELOPMENT STAGE OPERATIONS

The Company was a development  stage  enterprise until December 31, 2004, with a
limited history of operations and with no revenues  generated from its inception
through  December 31, 2004.  During the period from its inception until December
31, 2004,  the  Company's  principal  business  activities  consisted of raising
capital and identifying  potential  merger and acquisition  candidates that have
developed high potential  technologies with applications in information security
and homeland defense. The Company acquired three operating businesses during the
year ended  December  31, 2005 (Note 4).  Accordingly,  the Company is no longer
considered to be a  development  stage  enterprise  effective for the year ended
December 31, 2005.

NOTE 2 - LIQUIDITY AND FINANCIAL CONDITION

The Company  incurred a net loss of $44,446,151  for the year ended December 31,
2005,  which includes  $35,210,652 of non-cash  charges  associated  with: legal
settlements  in the  amount  of  $2,273,622;  stock  based  penalties  under  an
accommodation  agreements  totaling  $777,076;  aggregate  non-cash  interest of
$16,489,300  for the intrinsic  value of conversion  options  triggered upon the
default of notes,  accretion  of note  discounts  and  amortization  of deferred
financing  costs;  aggregate  stock based  compensation  of  $1,554,369  for the
amortization  of  deferred   compensation   under  a  stock  based  compensation
arrangement, stock-options issued to a non-employee, common stock issued in lieu
of cash for services and the intrinsic value of an employee stock option;  asset
impairment charges of $14,635,151 recorded in connection with a reduction in the
carrying value of goodwill and acquired  technology;  a loss on a collateralized
financing  arrangement of $366,193;  a loss on an asset disposal of $8,886;  and
depreciation and  amortization of $560,126.  The non-cash charges were offset by
non-cash  gains of $228,900  associated  with the  settlement of a related party
consulting  agreement  payable,  $300,000  associated  with a  reduction  of the
intrinsic value of a put right,  $389,103 for, a gain on a legal  settlement and
$19,250 of non-cash  interest  income.  Including the amounts above, the Company
used net cash flows in its operating  activities  of $9,235,499  during the year
ended December 31, 2005. The Company's  working  capital  deficiency at December
31, 2005  amounted to  $28,249,199  and the Company is  continuing to experience
shortages  of working  capital.  The  Company is also  involved  in  substantial
litigation and is being  investigated by the Securities and Exchange  Commission
with  respect  to  certain  of its  press  releases  and its use of Form  S-8 to
register  shares of common stock that the Company issued to certain  consultants
in a prior period.  The Company cannot provide any assurance that the outcome of
these matters will not have a material  adverse effect on its ability to sustain
the business.  These matters raise substantial doubt about the Company's ability
to continue as a going concern.

The Company expects to continue  incurring losses for the foreseeable future due
to the  inherent  uncertainty  that is related to  establishing  the  commercial
feasibility of technological  products and developing a presence in new markets.
The  Company's  ability  to  successfully   integrate  the  acquired  businesses
described  in Note 4 is critical to the  realization  of its business  plan.  To
date, the Company  believes that it has lost critical  timing  advantages in the
execution  of its  business  plan as a result  of  having  insufficient  working
capital (Note 5). The Company raised $11,277,000 of gross proceeds  ($10,649,261
net  proceeds  after the payment of certain  transaction  expenses) in financing
transactions  during  the  year  ended  December  31,  2005.  The  Company  used
$9,235,499 of these proceeds to fund its operations (which includes a $1,388,000
reserve account  established to assist the Company in the payment of liabilities
assumed  in  business  combinations),   and  a  net  of  $882,385  in  investing
activities, which


                                       67



principally  includes the cash component of purchase business  combinations that
the  Company  consummated  (during  February  and  March of  2005),  net of cash
acquired  in  the  business  combinations  and  the  purchase  of  property  and
equipment. In addition, the Company repaid an aggregate of $1,239,909 of certain
obligations  due  to  certain  officer/stockholders,  $475,539  of  which  was a
reduction of the funds held in the restricted cash reserve  account  established
in connection  with the Entelagent  Merger (Note 4).  Subsequent to December 31,
2005 the Company raised approximately  $720,000  (approximately  $540,000 net of
transaction  expenses) in  additional  gross funds in a bridge note  transaction
("2006 Bridge Notes" - Note 23). In addition,  the Company raised  $895,000 in a
financing  which will become part of the Series A Preferred  Stock and  Warrants
(Note 23). The Company is  attempting  to raise up to an  additional  $5,400,000
through a proposed sale of its Series A Preferred  Stock and Warrants.  On March
27, 2006, the Company  closed on $4,820,500 of the Series A Preferred  Stock and
Warrants  (Note 23). This amount  includes the amounts noted for the 2006 Bridge
notes and the $895,000 financing noted above.

On September 23, 2005 the Company  communicated a proposal,  which it revised in
November 2005, offering its creditors and claimants (including lenders, past-due
trade accounts,  employees,  consultants and other service providers with claims
for fees,  wages,  expenses,  etc.) a proposed  agreement to  participate  in an
exchange of their claims and/or  amounts of  indebtedness  owed for common stock
(Note 21). The Company  cannot provide any assurance that the acceptance of this
proposal or  completion  of this exchange  offer,  if  completed,  will actually
improve its  ability to fund the further  development  of its  business  plan or
improve its operations.

As described in Note 23, the Company  revised its offer in January 2006 to issue
preferred  stock,  as opposed to common  stock,  in  exchange  for such  claims.
Subsequent  to  December  31,  2005,   creditors   and  claimants   representing
approximately  75% of aggregate  claims have indicated  their  acceptance of the
Company's proposal.

Subsequent to December 31, 2005 the Company  raised  $720,000 of gross  proceeds
(approximately   $540,000  net  of  transaction   expenses)  in  a  bridge  note
transaction  (Note 23),. The terms of the bridge note  transaction  provided for
the automatic  exchange of these notes for Series A Preferred Stock and Warrants
upon the completion of a private placement  transaction.  On March 27, 2006, the
Company  issued  $4,820,500  of its Series A Preferred  Stock and  Warrants in a
private placement transaction,  which includes $720,000 related to the automatic
exchange of the bridge notes (Note 23).

The  Company is  currently  in the  process of  attempting  to raise  additional
capital and has taken certain steps to conserve its liquidity while it continues
to integrate the acquired businesses.  Although the Company believes that it has
access to capital  resources,  it has not secured any commitments for additional
financing at this time nor can the Company provide any assurance that it will be
successful  in its  efforts  to raise  additional  capital  and/or  successfully
execute its business plan.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiaries,   Entelagent  Software  Corporation,   Complete
Security Solutions,  Inc.,  LucidLine,  Inc. and PILEC Disbursement Company. All
significant inter-company transactions have been eliminated.

DEVELOPMENT STAGE OPERATIONS

We  were a  development  stage  enterprise  through  December  31,  2004  as our
activities  principally  consisted of raising  capital and  screening  potential
acquisition  candidates in the information and homeland  security  segments.  As
described in Note 4, we consummated  acquisitions of three  businesses that have
developed technologies,  customer bases and are generating revenue. Accordingly,
we are no longer considered to be a development  stage enterprise  effective for
the year ended December 31, 2005.


                                       68



CASH

The Company  considers  all highly  liquid  securities  purchased  with original
maturities of three months or less to be cash.

REVENUE RECOGNITION

The Company derives revenues from the following  sources:  (1) sales of computer
software,  which includes new software licenses and software updates and product
support  revenues and (2) services,  which  include  internet  access,  back-up,
retrieval and restoration services and professional consulting services.

The Company  applies the revenue  recognition  principles  set forth under AICPA
Statement of Position ("SOP") 97-2 "Software Revenue Recognition" and Securities
and  Exchange   Commission  Staff  Accounting   Bulletin  ("SAB")  104  "Revenue
Recognition"  with  respect  to all of its  revenue.  Accordingly,  the  Company
records  revenue when (i)  persuasive  evidence of an arrangement  exists,  (ii)
delivery has occurred, (iii) the vendor's fee is fixed or determinable, and (iv)
collectability is probable.

The Company  generates  revenues  through sales of software  licenses and annual
support subscription  agreements,  which include access to technical support and
software  updates  (if  and  when  available).  Software  license  revenues  are
generated  from  licensing the rights to use products  directly to end-users and
through third party service providers.

Revenues from software license agreements are generally recognized upon delivery
of software to the customer.  All of the Company's  software sales are supported
by a written  contract or other evidence of sale  transaction such as a customer
purchase order.  These forms of evidence  clearly  indicate the selling price to
the  customer,  shipping  terms,  payment  terms  (generally 30 days) and refund
policy,  if any. The selling  prices of these products are fixed at the time the
sale is consummated.

Revenue from post contract customer support arrangements or undelivered elements
are deferred and  recognized at the time of delivery or over the period in which
the services are performed based on vendor specific  objective  evidence of fair
value for such  undelivered  elements.  Vendor  specific  objective  evidence is
typically  based on the price charged when an element is sold  separately or, if
an element is not sold  separately,  on the price  established  by an authorized
level of management,  if it is probable that the price, once  established,  will
not change  before  market  introduction.  The Company uses the residual  method
prescribed  in SOP 98-9 to allocate  revenues to delivered  elements once it has
established vendor-specific evidence for such undelivered elements.

The Company provided its internet access and back-up,  retrieval and restoration
services  under  contractual  arrangements  with terms  ranging from 1 year to 5
years.   These  contracts  are  billed  monthly,   in  advance,   based  on  the
contractually  stated  rates.  At the  inception of a contract,  the Company may
activate the customer's account for a contractual fee that it amortizes over the
term of the  contract  in  accordance  with  Emerging  Issues  Task Force  Issue
("EITF") 00-21 "Revenue Arrangements with Multiple  Deliverables." The Company's
standard contracts are automatically renewable by the customer unless terminated
on 30 days written notice.  Early termination of the contract  generally results
in an early  termination fee equal to the lesser of six months of service or the
remaining term of the contract.

Professional  consulting  services  are  billed  based on the number of hours of
consultant   services  provided  and  the  hourly  billing  rates.  The  Company
recognizes revenue under these arrangements as the service is performed.

Revenue from the resale of third-party  hardware and software is recognized upon
delivery  provided  there are no  further  obligations  to install or modify the
hardware or software. Revenue from the sales of hardware/software is recorded at
the gross amount of the sale when the contract  satisfies  the  requirements  of
EITF 99-19.

BUSINESS COMBINATIONS

In accordance  with business  combination  accounting,  we allocate the purchase
price of acquired  companies  to the tangible and  intangible  assets  acquired,
liabilities  assumed,  as well as in-process  research and development  based on


                                       69



their estimated fair values.  We engaged a third-party  appraisal firm to assist
management  in  determining  the fair  values of  certain  assets  acquired  and
liabilities  assumed.  Such a valuation requires  management to make significant
estimates and assumptions, especially with respect to intangible assets.

Management makes estimates of fair value based upon  assumptions  believed to be
reasonable.  These estimates are based on historical  experience and information
obtained from the management of the acquired  companies.  Critical  estimates in
valuing certain of the intangible  assets include but are not limited to: future
expected  cash  flows  from  license  sales,  maintenance  agreements,  customer
contracts and acquired  developed  technologies;  expected  costs to develop the
in-process  research and development  into  commercially  viable  products;  the
acquired  company's brand awareness and market position,  as well as assumptions
about the  period of time the  acquired  brand will  continue  to be used in the
combined  company's product  portfolio;  and discount rates. These estimates are
inherently  uncertain  and  unpredictable.  Assumptions  may  be  incomplete  or
inaccurate,  and  unanticipated  events and  circumstances  may occur  which may
affect  the  accuracy  or  validity  of such  assumptions,  estimates  or actual
results.

ACCOUNTS RECEIVABLE

The  Company  adjusts  its  accounts  receivable  balances  that it  deems to be
uncollectible.  The  allowance  for  doubtful  accounts  is the  Company's  best
estimate  of the amount of  probable  credit  losses in the  Company's  existing
accounts receivable.  The Company reviews its allowance for doubtful accounts on
a monthly basis and  determines  the allowance  based on an analysis of its past
due  accounts.  All  past  due  balances  that  are  over 90 days  are  reviewed
individually  for  collectability.  Account balances are charged off against the
allowance  after all means of collection  have been  exhausted and the potential
for recovery is considered remote.

PROPERTY AND EQUIPMENT

Property and  equipment is stated at cost.  Depreciation  is computed  using the
straight-line  method over the estimated  useful lives of the assets  (generally
three to five  years).  Maintenance  and  repairs  are  charged  to  expense  as
incurred; cost of major additions and betterments are capitalized. When property
and equipment is sold or otherwise disposed of, the cost and related accumulated
depreciation  are eliminated from the accounts and any resulting gains or losses
are reflected in the statement of operations in the period of disposal.

GOODWILL AND INTANGIBLE ASSETS

We account for Goodwill and Intangible  Assets in accordance  with SFAS No. 141,
"Business  Combinations"  and SFAS  No.  142,  "Goodwill  and  Other  Intangible
Assets." Under SFAS No. 142,  goodwill and  intangibles  that are deemed to have
indefinite  lives are no longer  amortized but,  instead,  are to be reviewed at
least  annually for  impairment.  Application  of the goodwill  impairment  test
requires judgment,  including the  identification of reporting units,  assigning
assets and  liabilities  to  reporting  units,  assigning  goodwill to reporting
units,  and  determining  the fair  value.  Significant  judgments  required  to
estimate the fair value of reporting units include estimating future cash flows,
determining  appropriate discount rates and other assumptions.  Changes in these
estimates and assumptions  could  materially  affect the  determination  of fair
value and/or  goodwill  impairment  for each  reporting  unit.  We have recorded
goodwill in  connection  with the  Company's  acquisitions  described  in Note 4
amounting to $22,440,412. The Company's annual impairment review of goodwill has
identified that goodwill  impairment charges totaling  $12,929,696 are necessary
for the year ended December 31, 2005 (Note 5).  Intangible assets continue to be
amortized over their estimated useful lives.

LONG LIVED ASSETS

The Company periodically reviews the carrying values of its long lived assets in
accordance  with  SFAS 144  "Long  Lived  Assets"  when  events  or  changes  in
circumstances would indicate that it is more likely than not that their carrying
values may exceed their  realizable  value and records  impairment  charges when
necessary. The Company has determined that an impairment charge of $1,705,455 is
necessary for the year ended December 31, 2005 (Note 9).


                                       70



USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and revenue  and  expenses  during the  reporting
period. The Company's significant estimates principally include the valuation of
its  intangible  assets and goodwill  and accrued  liability  for the  Company's
estimate of the fair value of preferred  stock issued upon the settlement of the
accommodation  agreements in March 2006 (Notes 16 and 23).  Actual results could
differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  amounts  reported  in  the  balance  sheet  for  cash,   accounts
receivable,  accounts payable accrued  expenses,  advances from stockholders and
all note obligations  classified as current  liabilities  approximate their fair
values  based on the  short-term  maturity of these  instruments.  The  carrying
amounts of the Company's  convertible and subordinated note  obligations,  stock
repurchase  obligation  and common stock subject to put right  approximate  fair
value as such instruments feature contractual interest rates that are consistent
with  current  market  rates  of  interest  or have  effective  yields  that are
consistent with instruments of similar risk, when taken together with any equity
instruments concurrently issued to holders.

STOCK OPTION PLANS

As permitted  under SFAS No. 148  "Accounting  for  Stock-Based  Compensation  -
Transition  and  Disclosure,"   which  amended  SFAS  No.  123  "Accounting  for
Stock-Based  Compensation,"  the  Company  has elected to continue to follow the
intrinsic   value  method  in  accounting  for  its   stock-based   compensation
arrangements  as defined by Accounting  Principles  Board ("APB") Opinion No. 25
"Accounting  for  Stock  Issued  to  Employees,"  and  related   interpretations
including Financial  Accounting  Standards Board ("FASB")  Interpretation No. 44
"Accounting  for  Certain   Transactions   Involving  Stock   Compensation,"  an
interpretation of APB No. 25.

The following table  summarizes the proforma  operating  results of the Company,
had compensation  expense for stock options granted to employees been determined
in  accordance  with the fair market value based method  prescribed  by SFAS No.
123. The Company has presented the following disclosures in accordance with SFAS
No. 148.

                                                     Year ended December 31,
                                                 -------------     ------------
                                                     2005              2004
                                                 -------------     ------------
Net Loss, as reported ......................     $(44,446,151)     $ (4,665,451)
   (+) Stock-based compensation cost
   reflected in the financial statements ...           22,500              --
   (-) Stock-based employee compensation
   expense under the fair value method .....         (440,753)       (1,143,611)
                                                 -------------     ------------
Proforma Net Loss ..........................     $(44,864,404)     $ (5,809,062)
                                                 =============     ============
Net Loss per Share-
   Basic and Diluted, as reported ..........     $      (0.76)     $      (0.12)
                                                 =============     ============
   Basic and Diluted, proforma .............     $      (0.77)     $      (0.15)
                                                 =============     ============

NON-EMPLOYEE STOCK BASED COMPENSATION

The cost of stock based compensation awards issued to non-employees for services
are  recorded  at  either  the  fair  value  of  the  services  rendered  or the
instruments  issued in exchange  for such  services,  whichever  is more readily
determinable,  using the measurement  date guidelines  enumerated in EITF 96-18,
"Accounting for Equity  Instruments  That Are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services."


                                       71



COMMON STOCK PURCHASE WARRANTS

The Company  accounts for the issuance of common stock purchase  warrants issued
with  registration  rights  in  accordance  with the  provisions  of EITF  00-19
"Accounting  for Derivative  Financial  Instruments  Indexed to, and Potentially
Settled in, a Company's Own Stock."

Based on the  provisions  of EITF 00-19,  the Company  classifies  as equity any
contracts that (i) require physical  settlement or net-share  settlement or (ii)
gives the  company a choice of  net-cash  settlement  or  settlement  in its own
shares (physical settlement or net-share settlement).  The Company classifies as
assets  or  liabilities  any  contracts  that (i)  require  net-cash  settlement
(including a requirement  to net cash settle the contract if an event occurs and
if  that  event  is  outside  the  control  of the  company)  or (ii)  give  the
counterparty a choice of net-cash  settlement or settlement in shares  (physical
settlement or net-share settlement).

INCOME TAXES

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards No. 109,  Accounting  for Income Taxes ("SFAS No. 109").  SFAS No. 109
requires the  recognition  of deferred tax assets and  liabilities  for both the
expected impact of differences between the financial statements and tax basis of
assets and  liabilities  and for the  expected  future tax benefit to be derived
from tax loss and tax credit carry forwards.  SFAS No. 109 additionally requires
the  establishment  of a  valuation  allowance  to  reflect  the  likelihood  of
realization of deferred tax assets.

NET LOSS PER SHARE

Basic  net loss  per  common  share  is  computed  by  dividing  net loss by the
weighted-average  number of common shares outstanding during the period. Diluted
net loss per common share also  includes  common stock  equivalents  outstanding
during  the  period if  dilutive.  Diluted  net loss per  common  share has been
computed by dividing net loss by the  weighted-average  number of common  shares
outstanding  without an assumed increase in common shares outstanding for common
stock equivalents; as such common stock equivalents are anti-dilutive.

As a result of the  consummation of the Share Exchange  described in Note 1, the
Company  included  1,200,000  stock  options with an exercise  price of $.01 per
share that it issued to certain  employees  during  2002 in its  calculation  of
weighted-average number of common shares outstanding for all periods presented.

Net loss per common share excludes the following  outstanding options,  warrants
and convertible notes as their effect would be anti-dilutive:

                                            December 31
                                      -----------------------
                                         2005         2004
                                      ----------   ----------
                  Options .........   11,640,000    5,925,000
                  Warrants ........   12,927,580       15,000
                  Convertible Notes   47,589,120         --
                                      ----------   ----------
                                      72,156,700    5,940,000
                                      ==========   ==========

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In  January  2003,  the  Financial   Accounting   Standards  Board  issued  FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
This  interpretation  of  Accounting  Research  Bulletin  No. 51,  "Consolidated
Financial  Statements," provides guidance for identifying a controlling interest
in a variable  interest  entity  ("VIE")  established by means other than voting
interest.  FIN 46 also requires  consolidation  of a VIE by an  enterprise  that
holds such  controlling  interest.  In December  2003,  the FASB  completed  its
deliberations  regarding  the  proposed  modifications  to FIN No. 46 and issued
Interpretation  Number 46R,  "Consolidation  of Variable  Interest Entities - an
Interpretation  of ARB 51" ("FIN No.  46R").  The decisions  reached  included a
deferral of the effective date and provisions  for additional  scope  exceptions
for certain types of variable interests.  Application of FIN No. 46R is required
in  financial  statements  of public  entities  that have  interests in VIE's or
potential  VIE's commonly  referred


                                       72



to as  special-purpose  entities  for periods  ending  after  December 15, 2003.
Application  by public  issuers'  entities is required in all interim and annual
financial statements for periods ending after December 15, 2004. The adoption of
this  pronouncement  did not have  material  effect on the  Company's  financial
statements.

In December  2004,  the FASB issued SFAS No. 123R "Share  Based  Payment"  (SFAS
123R).  This statement is a revision of SFAS Statement No. 123,  "Accounting for
Stock-Based  Compensation"  and supersedes APB Opinion No. 25,  "Accounting  for
Stock Issued to Employees," and its related implementation  guidance.  SFAS 123R
addresses  all forms of share based  payment  ("SBP")  awards  including  shares
issued under employee stock purchase plans, stock options,  restricted stock and
stock  appreciation  rights.  Under SFAS 123R,  SBP awards result in a cost that
will be measured at fair value on the awards' grant date, based on the estimated
number  of  awards  that are  expected  to vest and will  result  in a charge to
operations for stock-based compensation expense. The charge will be reflected in
the Company's  Statements of Operations during periods in which such charges are
recorded,  but will not affect its Balance  Sheets or  Statements or Cash Flows.
SFAS  123R  is  effective  for  public  entities  that  file as  small  business
issuers--as  of the beginning of the first  reporting  period of the fiscal year
that begins after  December 15, 2005. The Company is currently in the process of
evaluating the effect that the adoption of this  pronouncement  will have on its
financial statements.

In December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Non-monetary
Assets"  (SFAS  153).  SFAS 153  amends  APB  Opinion  No. 29 to  eliminate  the
exception for non-monetary  exchanges of similar  productive assets and replaces
it with a general  exception  for exchanges of  non-monetary  assets that do not
have commercial  substance.  A non-monetary exchange has commercial substance if
the future cash flows of the entity are  expected to change  significantly  as a
result  of  the  exchange.   The  provisions  of  SFAS  153  are  effective  for
non-monetary  asset exchanges  occurring in fiscal periods  beginning after June
15, 2005.  Earlier  application is permitted for  non-monetary  asset  exchanges
occurring in fiscal periods beginning after December 16, 2004. The provisions of
this  statement  are  intended be applied  prospectively.  The  adoption of this
pronouncement  is not  expected  to  have a  material  effect  on the  Company's
financial statements.

EITF Issue No. 04-8,  "The Effect of  Contingently  Convertible  Instruments  on
Diluted  Earnings  per Share." The EITF  reached a consensus  that  contingently
convertible  instruments,  such as contingently  convertible debt,  contingently
convertible  preferred  stock,  and other such securities  should be included in
diluted earnings per share (if dilutive)  regardless of whether the market price
trigger has been met. The  consensus  became  effective  for  reporting  periods
ending after December 15, 2004. The adoption of this  pronouncement did not have
a material effect on the Company's financial statements.

In May 2005, the Financial  Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  154,  "Accounting  Changes  and Error
Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS
154"). This Statement replaces APB Opinion No. 20, Accounting Changes,  and FASB
Statement No. 3, Reporting  Accounting Changes in Interim Financial  Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting  principle.  This  Statement  applies  to all  voluntary  changes  in
accounting  principle.  It also  applies to changes  required  by an  accounting
pronouncement  in the unusual instance that the  pronouncement  does not include
specific  transition   provisions.   When  a  pronouncement   includes  specific
transition provisions, those provisions should be followed.

APB Opinion No. 20 previously required that most voluntary changes in accounting
principle be  recognized  by including in net income of the period of the change
the  cumulative  effect  of  changing  to the  new  accounting  principle.  This
Statement  requires  retrospective   application  to  prior  periods'  financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. When it is impracticable to determine the period-specific  effects of an
accounting  change  on one or more  individual  prior  periods  presented,  this
Statement requires that the new accounting  principle be applied to the balances
of assets and  liabilities as of the beginning of the earliest  period for which
retrospective  application is practicable and that a corresponding adjustment be
made  to  the  opening  balance  of  retained  earnings  (or  other  appropriate
components of equity or net assets in the  statement of financial  position) for
that  period  rather  than being  reported  in an income  statement.  When it is
impracticable  to  determine  the  cumulative  effect  of  applying  a change in
accounting principle to all prior periods,  this Statement requires that the new
accounting  principle  be applied as if it were adopted  prospectively  from the
earliest date  practicable.  This  Statement  shall be effective for


                                       73



accounting  changes and  corrections  of errors made in fiscal  years  beginning
after  December 15, 2005. The Company does not believe that the adoption of SFAS
154 will have a significant effect on its financial statements.

On  June  29,  2005,  the  EITF  ratified  Issue  No.  05-2,   "The  Meaning  of
`Conventional  Convertible Debt Instrument' in EITF Issue No. 00-19, `Accounting
for Derivative  Financial  Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock.'" EITF Issue 05-2 provides guidance on determining  whether
a convertible debt instrument is  "conventional"  for the purpose of determining
when an issuer is required to bifurcate a conversion  option that is embedded in
convertible  debt in accordance  with SFAS 133.  Issue No. 05-2 is effective for
new  instruments  entered into and  instruments  modified in  reporting  periods
beginning after June 29, 2005. The adoption of this pronouncement did not have a
material effect on the Company's financial statements.

In September 2005, Issue No. 05-4, "The Effect of a Liquidated Damages Clause on
a Freestanding Financial Instrument Subject to EITF Issue No. 00-19, `Accounting
for Derivative  Financial  Instruments Indexed to, and Potentially Settled in, a
Company's  Own  Stock.'"  EITF 05-4  provides  guidance  to issuers as to how to
account for  registration  rights  agreements  that require an issuer to use its
"best  efforts"  to file a  registration  statement  for the  resale  of  equity
instruments  and have it  declared  effective  by the end of a  specified  grace
period  and, if  applicable,  maintain  the  effectiveness  of the  registration
statement  for a  period  of  time or pay a  liquidated  damage  penalty  to the
investor.  The Company is currently in the process of evaluating the effect that
the adoption of this pronouncement may have on its financial statements.

In September 2005, the FASB ratified the Emerging  Issues Task Force's  ("EITF")
Issue No. 05-7,  "Accounting for Modifications to Conversion Options Embedded in
Debt Instruments and Related Issues," which addresses  whether a modification to
a  conversion  option that  changes its fair value  affects the  recognition  of
interest  expense for the associated debt instrument  after the modification and
whether a borrower should recognize a beneficial  conversion feature, not a debt
extinguishment if a debt modification  increases the intrinsic value of the debt
(for example,  the modification  reduces the conversion price of the debt). This
issue is effective for future modifications of debt instruments beginning in the
first interim or annual  reporting period beginning after December 15, 2005. The
Company is currently in the process of  evaluating  the effect that the adoption
of this pronouncement may have on its financial statements.

In September 2005, the FASB also ratified the EITF's Issue No. 05-8, "Income Tax
Consequences of Issuing Convertible Debt with a Beneficial  Conversion Feature,"
which  discusses  whether the  issuance of  convertible  debt with a  beneficial
conversion  feature  results in a basis  difference  arising from the  intrinsic
value of the  beneficial  conversion  feature on the  commitment  date (which is
recorded in the shareholder's  equity for book purposes,  but as a liability for
income tax purposes),  and, if so, whether that basis  difference is a temporary
difference  under FASB  Statement No. 109,  "Accounting  for Income Taxes." This
Issue should be applied by retrospective  application  pursuant to Statement 154
to all  instruments  with a beneficial  conversion  feature  accounted for under
Issue 00-27  included in financial  statements for reporting  periods  beginning
after  December 15, 2005.  The Company is currently in the process of evaluating
the effect that the  adoption of this  pronouncement  may have on its  financial
statements.

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected  to  have a  material  impact  on the  consolidated  financial
statements upon adoption.

NOTE 4 - BUSINESS COMBINATIONS

MERGER WITH COMPLETE SECURITY SOLUTIONS, INC.

On February 25, 2005, pursuant to the filing of an Agreement and Plan of Merger,
the Company's  merger with Complete  Security  Solutions,  Inc.  ("CSSI") became
effective.  The merger was  consummated  pursuant to a  definitive  Supplemental
Agreement and the Agreement and Plan of Merger,  entered into as of February 24,
2005,  each among the Company,  CSSI  Acquisition  Co. I, Inc.,  a  wholly-owned
subsidiary  of the Company and CSSI.  Pursuant to the terms of the  Supplemental
Agreement and Agreement and Plan of Merger with CSSI,  CSSI  Acquisition  Co. I,
Inc. merged with and into CSSI, with CSSI surviving the merger as a wholly-owned
subsidiary of the Company.


                                       74



CSSI sells computer software that supports real-time secure collection, delivery
and sharing of field-based  report  information for public safety agencies.  The
Company  believes  that  CSSI's   electronic   forms  technology   provides  law
enforcement and other justice  agencies with secure,  real-time  access to field
reporting  data  for  use  inside  a  department  or  in a  multi-jurisdictional
information  sharing system.  The Company acquired CSSI because it believes that
such  technologies  fit within its  strategic  plan of building a business  that
addresses the urgency of homeland and information security initiatives.

In  connection  with the CSSI merger,  the Company  issued  7,500,000  shares of
common stock in exchange for the outstanding shares of the common stock of CSSI,
and  subordinated   promissory  notes  in  the  aggregate  principal  amount  of
$4,500,000 (the "Subordinated  Notes") and warrants to purchase 2,250,000 shares
of common stock ("Purchase  Warrants") in exchange for the outstanding shares of
the preferred stock of CSSI. The Purchase Warrants have a term of 5 years and an
exercise price of $0.70 per share. The Subordinated  Notes and Purchase Warrants
were issued to Apex Investment Fund V, L.P.  ("Apex"),  The Northwestern  Mutual
Life Insurance Company ("Northwestern"),  and Advanced Equities Venture Partners
I, L.P ("Advanced Equities").

The Subordinated Notes issued to the holders of the outstanding  preferred stock
of CSSI  have an  initial  term of 120  days  (due on June 25,  2005),  with the
Company's  option to extend  the term for an  additional  60 days to August  24,
2005. The Subordinated  Notes are interest free and  automatically  convert into
the  securities  offered  by the  Company at the first  closing of a  subsequent
financing  for the Company,  for such number of offered  securities  as could be
purchased for the principal amount being converted.

The Company did not redeem the  Subordinated  Notes on August 24, 2005 and, as a
result,  the notes became  automatically  convertible into 3.84 shares of common
stock for each $1 of principal then  outstanding in accordance with the original
note agreement.  Accordingly,  the Company recorded a charge of $4,500,000 based
upon the  intrinsic  value of this  conversion  option  measured at the original
issuance  date of the note.  The  Company  has  agreed  to file with the SEC,  a
registration  statement for the resale of the restricted shares of the Company's
common  stock  issuable  upon  exercise of the  conversion  option that would be
issued in this transaction, on a best efforts basis.

The Company has agreed to register the resale of the 7,500,000  shares of common
stock  issued to the  holders of the  outstanding  common  stock of CSSI and the
2,250,000  shares of common  stock  issuable  upon the  exercise of the warrants
issued to the holders of the outstanding preferred stock of CSSI at such time as
the Company next files a registration statement with the Securities and Exchange
Commission ("SEC") on a best efforts basis.

MERGER WITH LUCIDLINE, INC.

On February 25, 2005, pursuant to the filing of an Agreement and Plan of Merger,
the Company's merger with LucidLine,  Inc.  ("LucidLine") became effective.  The
merger was consummated pursuant to a definitive  Supplemental  Agreement and the
Agreement  and Plan of Merger  entered into as of February 24, 2005,  each among
the Company,  LL Acquisition I Corp.,  a wholly-owned  subsidiary of the Company
and LucidLine. Pursuant to the terms of the Supplemental Agreement and Agreement
and Plan of Merger with LucidLine,  LL Acquisition I Corp.  merged with and into
LucidLine,  with LucidLine surviving the merger as a wholly-owned  subsidiary of
the Company.

LucidLine  provides  high-speed  Internet access,  synchronized  remote back-up,
retrieval,  and  restoration  services  to small and  mid-size  businesses.  The
Company  acquired  LucidLine  because it believes that  LucidLine's  information
protection  technologies  fit within its  strategic  plan of building a business
that addresses the urgency of homeland and information security initiatives.

In connection with the LucidLine merger,  the Company issued 4,400,000 shares of
common stock and $200,000 of cash, in exchange for all of the outstanding shares
of  LucidLine's  common stock.  The Company has agreed to register the resale of
the shares of common stock issued to the holders of the outstanding common stock
of  LucidLine at such time as the Company  next files a  registration  statement
with the SEC on a best efforts basis.


                                       75



MERGER WITH ENTELAGENT SOFTWARE CORP.

On  November  24,  2002,  the  Company,  ESC  Acquisition,  Inc.,  a  California
corporation and wholly-owned subsidiary of Patron ("Entelagent  Mergerco"),  and
Entelagent Software Corp., a California corporation ("Entelagent"), entered into
an Agreement and Plan of Merger,  (the "Entelagent  Merger  Agreement")  whereby
Entelagent  Mergerco would be merged with and into  Entelagent  with  Entelagent
surviving as a wholly-owned subsidiary of the Company (the "Entelagent Merger").
The Company, Entelagent Mergerco and Entelagent also concurrently entered into a
Supplemental Agreement (the "Entelagent Supplemental Agreement").

On February 24, 2005, the Company entered into a definitive Amended and Restated
Supplemental  Agreement  pursuant to which Entelagent  Mergerco would merge with
and into  Entelagent,  with  Entelagent  surviving the merger as a  wholly-owned
subsidiary  of the  Company.  On March 30,  2005,  pursuant  to the filing of an
Amended and Restated  Agreement and Plan of Merger,  the  Company's  merger with
Entelagent  became  effective.  The Amended and Restated  Agreement  and Plan of
Merger amended and restated the Entelagent Merger Agreement.

Entelagent  provides  flexible  and  scalable  real-time   content-aware  e-mail
monitoring and  post-event  review of e-mail  messages and their  attachments as
well as infrastructure for knowledge  management of archived e-mail messages and
attachments  in all media.  Entelagent's  e-mail content  monitoring  technology
addresses the need for  comprehensive  internal  security  measures to safeguard
company  intellectual  capital.  The  Company  acquired  Entelagent  because  it
believes that Entelagent's  information surveillance and protection technologies
fit within its strategic  plan of building a business that addresses the urgency
of homeland and information security initiatives.

In connection with the Entelagent Merger, the Company issued 3,000,000 shares of
the Company's common stock in exchange for all of the outstanding  shares of the
capital  stock of  Entelagent.  The Company has agreed to register the resale of
the  3,000,000  shares of common stock issued to the holders of the  outstanding
capital  stock  of  Entelagent  at  such  time  as  the  Company  next  files  a
registration  statement  with  the SEC on a best  efforts  basis.  In  addition,
pursuant to the terms of the Amended and Restated  Supplemental  Agreement,  the
Company also agreed to (i) issue to certain  officers,  directors,  stockholders
and creditors of Entelagent,  in  consideration of amounts owed by Entelagent to
such parties,  promissory notes in the aggregate principal amount of $2,640,000,
with  interest  payable  thereon at a rate of 8% per annum and maturing one year
after the  completion  of the  merger  and (ii) pay and  satisfy  $1,388,000  in
outstanding  liabilities  of Entelagent.  The Company  placed  $1,388,000 of the
proceeds it received from the Interim Bridge  Financing I financing  transaction
completed on February 28, 2005 in a reserve  account  established  to assist the
Company  in the  payment  of such  liabilities.  The  non-disbursed  funds as of
December 31, 2005 are presented as restricted cash in the  accompanying  balance
sheet.

Subsequent  to the date of the  acquisition,  the Company  modified its purchase
price allocation for the  finalization of amounts owed by approximately  $37,000
and thereby reduced the aggregate balance of the notes issued in connection with
the consummation of the Entelagent Merger to $2,602,912.

BUSINESS COMBINATION ACCOUNTING

The Company  accounted for its  acquisitions  of CSSI,  LucidLine and Entelagent
using the purchase  method of  accounting  prescribed  under SFAS 141  "Business
Combinations."  Under the purchase method, the acquiring  enterprise records any
purchase  consideration  issued to the sellers of the acquired business at their
fair values. The aggregate of the fair value of the purchase  consideration plus
any  direct  transaction  expenses  incurred  by  the  acquiring  enterprise  is
allocated  to  the  assets  acquired  (including  any  separately   identifiable
intangibles)  and liabilities  assumed based on their fair values at the date of
acquisition. The excess of cost of the acquired entities over the fair values of
identifiable  assets acquired and liabilities  assumed was recorded as goodwill.
The results of operations for each of the acquired companies following the dates
of each business  combination is included in the Company consolidated results of
operations for the year ended December 31, 2005.

The Company  evaluated each of the  aforementioned  transactions to identify the
acquiring entity as required under SFAS 141 for business  combinations  effected
through an exchange of equity  interests.  Based on such  evaluation the Company
determined  that  it  was  the  acquiring   entity  in  each   transaction  (and
cumulatively  for all  transactions)  as (1) the larger  portion of the relative
voting  rights  in the  Company  after  each  combination  was  retained  by its
previously  existing  stockholders,  (2) the previously  existing  stockholders,
through their retention of


                                       76



a majority of voting  rights,  retained the ability to elect or appoint a voting
majority of the governing body of the combined  entity,  and (3) under the terms
of the exchange of equity securities, the Company paid a premium over the market
value of the equity securities of the other combining entities.

The following  table  provides a breakdown of the purchase  price  including the
fair value of  purchase  consideration  issued to the  sellers  of the  acquired
business and direct  transaction  expenses incurred by the Company in connection
with consummating these transactions:

                              CSSI       LucidLine    Entelagent       Total
-----------------------   -----------   -----------   -----------   -----------
Cash ..................   $      --     $   200,000   $      --     $   200,000
Common Stock ..........     6,375,000     3,740,000     2,550,000    12,665,000
Subordinated promissory
  notes................     4,500,000          --            --       4,500,000
Common stock warrants .     1,912,500          --            --       1,912,500
Transaction expenses ..       398,128       154,611       359,894       912,633
   Total Purchase Price   $13,185,628   $ 4,094,611   $ 2,909,894   $20,190,133

The fair value of common stock  issued to the sellers as purchase  consideration
was determined in accordance with the provisions of EITF 99-12 "Determination of
the  Measurement  Date for the Market Price of Acquirer  Securities  Issued in a
Purchase Business  Combination." The fair value of subordinated  notes issued to
the  sellers  as  purchase  consideration  is  considered  to be  equal to their
principal  amounts  due to the  short-term  maturity of those  instruments.  The
Company  calculated the fair value of common stock purchase  warrants  issued to
the sellers as purchase  consideration  using the  Black-Scholes  option-pricing
model.

Transaction expenses, which include legal fees and transaction advisory services
directly  related to the  acquisitions  amount to  $912,633.  Such fees  include
$657,633  paid in cash and $255,000  for the fair value of 300,000  common stock
purchase  warrants  issued  to  Laidlaw  & Company  UK Ltd.  ("Laidlaw")  in its
capacity as a transaction advisor.

PURCHASE PRICE ALLOCATION

Under business combination accounting, the total purchase price was allocated to
CSSI's and LucidLine's net tangible and identifiable  intangible assets based on
their  estimated  fair values as of February 25, 2005.  The total purchase price
allocation for Entelagent's net tangible and identifiable  intangible assets was
based on their estimated fair values as of March 30, 2005. The allocation of the
purchase price for these three  acquisitions  is set forth below.  The excess of
the purchase price over the net tangible and identifiable  intangible assets was
recorded as goodwill.

The  Company  assumed  $476,594  of  payroll  and sales tax  liabilities  in its
acquisition of Entelagent  that were in arrears at the date the  transaction was
consummated (Note 15). These liabilities have been estimated at their fair value
in the  purchase  price  allocation.  The  settlement  of  these  amounts  is in
negotiation  and could  change,  as the outcome of any  proposed  settlement  is
unknown at the date of filing.


                                       77



The purchase price  allocation was based upon a valuation  study performed by an
independent  outside appraisal firm. The Company, in formulating the allocation,
considered its intention for future use of the acquired assets,  analyses of the
historical  financial  performance  of  each  of  the  acquired  businesses  and
estimates  of future  performance  of each  acquired  businesses'  products  and
services.  The Company made certain  adjustments  during the year ended December
31, 2005 to its original  purchase  price  allocation  as a result of (a) having
negotiated  settlements of certain  liabilities  that it assumed in its business
combination  with  Entelagent,  (b) having  completed the audits of the acquired
businesses and (c) the  reevaluation of the carrying amounts of certain accounts
receivable balances recorded in purchase accounting. These changes resulted in a
net increase of $6,660 to the Company's original  determination of goodwill.  In
addition,  the Company reduced both other current assets and current liabilities
by $27,500 to offset a  prepayment  of a liability  that  occurred  prior to the
acquisition.



                                          CSSI         LucidLine       Entelagent        Total
-----------------------------------   ------------    ------------    ------------    ------------
                                                                          
Fair value of tangible assets:
   Cash ...........................   $    399,636    $      9,563    $      7,198    $    416,397
   Accounts receivable ............         27,791          22,936          84,918         135,645
   Employee receivables ...........        111,773           2,000          27,500         141,273
   Other current assets ...........         45,177             326           5,990          51,493
-----------------------------------   ------------    ------------    ------------    ------------
      Total current assets ........        584,377          34,825         125,606         744,808
Property and Equipment ............         62,000          61,000          12,000         135,000
Other assets ......................           --              --              --              --

Advances to prospective affiliates       2,674,689            --              --         2,674,689
-----------------------------------   ------------    ------------    ------------    ------------
Total tangible assets .............      3,321,066          95,825         137,606       3,554,497
Liabilities assumed:
   Accounts payable ...............       (128,854)        (32,473)       (345,769)       (507,096)
   Advances from prospective
      affiliate ...................          --           (829,032)     (2,363,359)     (3,192,391)
   Accrued expenses and other
      current liabilities .........       (404,168)           --        (4,354,331)     (4,758,499)
-----------------------------------   ------------    ------------    ------------    ------------
      Total current liabilities ...       (533,022)       (861,505)     (7,063,459)     (8,457,986)
Long term liabilities .............           --          (102,460)       (345,330)       (447,790)
-----------------------------------   ------------    ------------    ------------    ------------
      Total liabilities assumed ...       (533,022)       (963,965)     (7,408,789)     (8,905,776)
-----------------------------------   ------------    ------------    ------------    ------------
Net tangible assets acquired ......      2,788,044        (868,140)     (7,271,183)     (5,351,279)
Value of excess allocated to:
   Developed technology ...........        670,000            --         1,900,000       2,570,000
   Customer relationships .........        180,000            --              --           180,000
   Trademarks and tradenames ......         55,000            --           106,000         161,000
   In-process research and
      development .................        190,000            --              --           190,000
   Goodwill .......................      9,302,584       4,962,751       8,175,077      22,440,412
-----------------------------------   ------------    ------------    ------------    ------------
Purchase Price ....................   $ 13,185,628    $  4,094,611    $  2,909,894    $ 20,190,133
                                      ============    ============    ============    ============


PROFORMA FINANCIAL INFORMATION

The unaudited  financial  information in the table below summarizes the combined
results of operations of the Company and CSSI,  LucidLine and  Entelagent,  on a
proforma  basis,  as if the  companies  had been combined as of the beginning of
each of the periods presented.

The unaudited  proforma  financial  information  for the year ended December 31,
2005 combines the historical  results for Patron for the year ended December 31,
2005 and the historical results for CSSI and LucidLine for the period


                                       78



from  January  1, 2005 to  February  24,  2005 and the  historical  results  for
Entelagent  for the period from January 1, 2005 to March 30, 2005. The unaudited
proforma  financial  results for the year ended  December 31, 2004  combines the
historical  results for Patron for this period with the  historical  results for
CSSI, Entelagent and LucidLine for the year ended December 31, 2004.

                                                      2005             2004
-----------------------------------------------   ------------    ------------
Total revenues ................................   $    800,710    $  1,822,197
Net loss ......................................    (46,152,799)    (12,390,906)
Weighted average shares outstanding on a
  proforma basis ..............................     61,022,946      53,708,280
Proforma net loss per share, basic and diluted    $      (0.76)   $      (0.23)

The proforma financial information is presented for informational  purposes only
and is not indicative of the results of operations that would have been achieved
if the acquisitions of these three companies had taken place at the beginning of
each of the periods presented

NOTE 5 - IMPAIRMENT OF GOODWILL

The Company recorded $22,440,412 of goodwill in connection with its acquisitions
of CSSI,  LucidLine  and  Entelagent  (Note 4). The amount of goodwill  that the
Company  recorded  in  connection  with these  acquisitions  was  determined  by
comparing the aggregate  amounts of the respective  purchase prices plus related
transaction  costs to the  fair  values  of the net  tangible  and  identifiable
intangible assets acquired for each of the businesses described in Note 4.

The Company  performed its annual  impairment test of goodwill at its designated
valuation date of December 31, 2005 in accordance  with SFAS 142. As a result of
these tests, the Company determined that the recoverable amount of goodwill with
respect  to its  business  amounted  to  $9,510,716.  Accordingly,  the  Company
recorded a goodwill  impairment charge in the amount of $12,929,696 for the year
ended  December 31, 2005.  The valuation was performed by an outside  specialist
using a weighted average discounted cash flows modeling approach.

The Company recorded the aforementioned charge during the quarter ended December
31, 2005 after key management re-evaluated the Company's available resources and
the  strategic  direction  of the  business.  As a result  of  having  made this
evaluation,  management  determined that the Company's entry into the market for
homeland  security  information  systems  solutions  was not feasible  given its
limited capital resources. Accordingly,  management determined that, it would be
necessary to curtail certain of the businesses activities and principally pursue
opportunities for sales of its software products in commercial applications. The
Company also believes that the delays it  experienced  in executing its business
plan enabled its competitors to gain market share.  The Company  attributes such
delays to the fact that it had limited capital and human resources  during 2005,
which it  principally  used to bring the Company  into  compliance  with its SEC
reporting  obligations.  The Company cannot provide any assurance as to when, if
ever, it will gain the market share it had originally expected to at the time it
completed its acquisitions of CSSI, Entelagent, and Lucidline or that it will be
successful in its efforts to pursue  opportunities  for commercial  sales of its
products.

Based on these  factors,  the Company  revised its  forecasts of future sales to
give  effect to certain  external  factors  which  include (i) changes in market
conditions  and increasing  competition  that occurred with the passage of time,
and (ii) its decision to no longer pursue  opportunities  for homeland  security
information  systems  solutions.  In addition,  the  Company's  limited  capital
resources have had a material adverse affect on its ability to sustain the level
of growth it had originally assumed at the time it formulated its business plan

NOTE 6 - OTHER CURRENT ASSETS

Other current assets consist of the following:


                                       79



                                       December 31, 2005
                                       -----------------
Employee receivables.................. $         52,029
Prepaid expenses......................           78,100
Deposits..............................           22,872
                                       -----------------
  Other current assets................ $         153,001
                                       =================

Note 7 - Property and Equipment

                                       December 31, 2005
                                       -----------------
Computers............................  $        168,210
Furniture and Fixtures...............            53,562
Leasehold improvements...............             4,490
                                       -----------------
    sub-total........................           226,262
less: accumulated depreciation.......           (56,337)
                                       -----------------
    Property and equipment, net......  $        169,925
                                       =================

Depreciation  expense  amounted to $56,337 for the year ended December 31, 2005.
The Company did not employ property and equipment during the year ended December
31, 2004 and therefore did not incur any depreciation expense in that year.


NOTE 8 - DEFERRED FINANCING COSTS

Deferred financing costs at December 31, 2005, include the following:



                                                                           Interim Bridge Financing
                                                          --------------------------------------------------------
                                                           Bridge I       Bridge II      Bridge III       Total
                                                          -----------    -----------    -----------    -----------
                                                                                           
Cash fees paid to agent and investor to originate loans   $   316,579    $   305,160    $     6,000    $   627,739
Fair value of warrants issued to:
   Placement agent ....................................       297,500         80,867           --          378,367
   Investors upon the extension of due dates ..........       822,500         65,338         59,087        946,925
                                                          -----------    -----------    -----------    -----------
                                                            1,436,579        451,365         65,087      1,953,031
Accumulated amortization ..............................    (1,436,579)      (451,365)       (65,087)    (1,953,031)
                                                          -----------    -----------    -----------    -----------
Deferred financing costs, net .........................   $      --      $      --      $      --      $      --
                                                          ===========    ===========    ===========    ===========


The  Company  incurred  $316,579  of cash fees and  $297,500  of  non-cash  fees
representing the fair value of 350,000 common stock purchase  warrants issued to
Laidlaw in its capacity as the placement agent in the $3,500,000  Interim Bridge
Financing I (Note 11)  completed in February  2005.  Fees incurred in connection
with the Interim Bridge I Financing were fully  amortized  during the year ended
December 31, 2005.

On June 28,  2005,  the  Company  elected to extend the due date of the  Interim
Bridge  Financing I notes in exchange  for  1,750,000  additional  common  stock
purchase  warrants (the "Bridge I Extension  Warrants")  that were issued to the
investors in this transaction.  The aggregate fair value of the warrants,  which
amounted to $822,500  was  recorded as a deferred  financing  cost and was fully
amortized over the 60-day extension period, which ended on August 27, 2005.

The  Company  incurred  cash  fees of  $305,160  and  non-cash  fees of  $80,867
representing the fair value of 152,580 common stock purchase  warrants issued to
Laidlaw & Company  (UK)  Ltd.  in its  capacity  as the  placement  agent in the
$2,543,000 Interim Bridge Financing II (Note 11). These deferred financing costs
were fully amortized during the year ended December 31, 2005.


                                       80



Beginning on October 4, 2005, the Company  elected to extend the due date of the
Interim Bridge  Financing II notes in exchange for 1,271,500  additional  common
stock purchase warrants (the "Bridge II Extension Warrants") that were issued to
investors in this transaction.  The aggregate fair value of the warrants,  which
amounted to $65,338  was  recorded  as a deferred  financing  cost and was fully
amortized over the 60-day extension period, which ended on December 2, 2005.

The Company  paid $6,000 to Advanced  Equities on July 29, 2005 with  respect to
transaction  services  performed in connection with the Interim Bridge Financing
III (Note 11) completed in September  2005.  The fees were fully  amortized over
the term of the note to November 25, 2005.

Beginning on October 29, 2005, the Company elected to extend the due date of the
Interim Bridge Financing III notes in exchange for 1,200,000  additional  common
stock purchase  warrants (the "Bridge III Extension  Warrants") that were issued
to investors in this  transaction.  The  aggregate  fair value of the  warrants,
which  amounted  to $59,087,  was  recorded as  deferred  financing  cost.  This
deferred financing cost was fully amortized as of December 31, 2005.

The fair value of all of the  aforementioned  warrants was determined  using the
Black-Scholes  option-pricing  model.  Amortization of deferred  financing costs
amounted to $1,953,031 for the year ended December 31, 2005 and is included as a
component of interest expense in the accompanying statement of operations.


NOTE 9 - INTANGIBLE ASSETS

During the quarter ended  December 31, 2005,  the Company  recorded a $1,705,455
charge for the  impairment of the developed  technology  assets  acquired in the
CSSI and Entelagent acquisitions.  After reevaluating the resources available to
the  Company  and  the  strategic  direction  of the  business,  management  has
developed revised business plans and financial projections. The Company believes
that the delays it has  experienced in  implementing  its business plan may have
resulted in the potential impairment of the developed technology assets and that
an  impairment  analysis  should be performed.  In  performing  the analysis for
recoverability,  the Company  estimated the future cash flows expected to result
from these software  products.  Since the estimated  discounted  cash flows were
less than the carrying  value of the related  assets,  it was concluded  that an
impairment  loss  should  be  recognized.   In  accordance  with  SFAS  No.  144
"Accounting for the Impairment or Disposal of Long-Lived Assets," the impairment
charge was  determined  by  comparing  the  estimated  fair value of the related
assets to their carrying value.  The write down established a new cost basis for
the impaired assets.

The components of intangible assets as of December 31, 2005 are set forth in the
following table:



                                                            IMPAIRMENT OF
                                                              DEVELOPED     NET BOOK     ESTIMATED
                              FAIR VALUE     ACCUMULATED     TECHNOLOGY     VALUE AT      USEFUL
                            AND ADDITIONS   AMORTIZATION     INTANGIBLE     12/31/05       LIFE
-------------------------   -------------   ------------    ------------   -----------   ---------
                                                                          
Developed technology ....   $   2,570,000   $    396,670    $(1,705,455)   $   467,875   5 years
Customer relationships ..         180,000         37,500           --          142,500   4 years
Trademarks and tradenames         161,000         31,335           --          129,665   4 years
In-process research and
development .............         524,387         31,670           --          492,717   5 years
                            -------------   ------------    ------------   -----------
                            $   3,435,387   $    497,175    $(1,705,455)   $ 1,232,757
                            =============   ============    ===========    ===========


The Company  classifies  amortization of developed  technology as a component of
cost of sales.  Amortization  expense  amounted to  $497,175  for the year ended
December 31, 2005.

AMORTIZATION OF INTANGIBLE ASSETS

The  amortization of intangible  assets will result in the following  additional
expense by year:


                                       81



                                    INTANGIBLE
YEARS ENDED DECEMBER 31:           AMORTIZATION
------------------------        -----------------
          2006                            267,007
          2007                            300,215
          2008                            300,215
          2009                            231,380
          2010                            100,731
          2011                             33,209
                                 -----------------
                                       $1,232,757
                                 =================

NOTE 10 - DEMAND NOTES PAYABLE

The  Company  borrowed  an  aggregate  amount of  $695,000  from four  unrelated
parties.  These notes are payable on demand and bear interest at the rate of 10%
per annum.  Interest  expense on these notes  amounted  to $69,500,  $69,500 and
$58,062 for years ended December 31, 2005, 2004 and 2003, respectively.

Other  demand  notes at  December  31,  2005 total  $361,056  and include a note
payable  to Lok  Technology  in the  amount  of  $312,556  which is  secured  by
Entelagent's  accounts receivable and bears interest at 15% per annum.  Interest
on these other demand notes  amounted to $53,737 for the year ended December 31,
2005.

NOTE 11 - BRIDGE NOTES PAYABLE

INTERIM BRIDGE FINANCING I

On February 28, 2005, the Company completed a $3,500,000 financing (the "Interim
Bridge Financing I") through the issuance of 10% Senior  Convertible  Promissory
Notes (the  "Bridge I Notes") and warrants to purchase  1,750,000  shares of the
Company's common stock ("Bridge I Warrants") (Note 18). The warrants have a term
of 5 years and an exercise  price of $0.70 per share.  Prior to final  maturity,
the Bridge I Notes may be converted  into  securities  that would be issuable at
the first closing of a subsequent  financing by the Company,  for such number of
offered  securities  that could be  purchased  for the  principal  amount  being
converted.  The Bridge I Notes had an initial  term of 120 days (due on June 28,
2005) with  interest  at a  contractual  rate of 10% per annum and  featured  an
option for the  Company to extend the term for an  additional  60 days to August
27, 2005.

In accordance with APB 14, "Accounting for Convertible Debt and Debt Issued with
Stock Purchase  Warrants",  the Company allocated  $2,456,140 of the proceeds to
the Bridge I Notes and  $1,043,860 of proceeds to the Bridge I Warrants based on
the relative fair values of these financial instruments.  The difference between
the  carrying  amount of the  Bridge I Notes and  their  contractual  redemption
amount was accreted as interest expense to June 28, 2005, their earliest date of
redemption.  Accretion of the aforementioned discount amounted to $1,043,860 for
the year ended  December  31, 2005 and is  included  as a component  of interest
expense in the accompanying statement of operations.

On June 28, 2005, the Company elected to extend the contractual maturity date of
the Bridge I Notes for an  additional  60 days to August 27, 2005,  which caused
the  contractual  interest rate to increase to 12% per annum.  In addition,  the
Company was required to issue the 1,750,000  additional  warrants (the "Bridge I
Extension Warrants") (Note 18) to purchase such number of shares of common stock
equal to 1/2 of a share for each  $1.00 of  principal  amount  outstanding.  The
Bridge I  Extension  Warrants  have a term of 5 years and an  exercise  price of
$0.70 per share.  The Bridge I  Extension  Warrants  are  included  in  Deferred
Financing Costs at their fair value, which amounts to $822,500.

The  Company  did not redeem the  Bridge I Notes on August  27,  2005 and,  as a
result,  the notes became  automatically  convertible into 3.84 shares of common
stock for each $1 of principal then  outstanding in accordance with the original
note agreement.  Accordingly,  the Company recorded a charge of $3,500,000 based
upon the  intrinsic  value of this  conversion  option which was measured at the
original  issuance date of the note in accordance  with EITF 00-27.  The Company
has agreed to file with the SEC, a registration  statement for the resale of the
restricted  shares of the Company's  common stock  issuable upon exercise of the
conversion  option that would be issued in this  transaction,  on a best efforts
basis.

Contractual  interest expense on the Bridge I Notes amounted to $326,164 for the
year ended December 31, 2005 and is included as a component of interest  expense
in the accompanying statement of operations


                                       82



The  Company  sold  these  securities  to  thirty-three   accredited   investors
introduced by Laidlaw, the placement agent in the Interim Bridge Financing I. As
described in Note 8, the Company  incurred  $614,079 of fees in connection  with
this transaction  including  $297,500 for the fair value of warrants to purchase
up to  350,000  shares of the  Company's  common  stock  (the  "Placement  Agent
Warrants") at an exercise price of $0.70 per share.

INTERIM BRIDGE FINANCING II

On June 6, 2005,  the Company  completed a $2,543,000  financing  (the  "Interim
Bridge  Financing  II")  through  the  issuance  of (i) 10%  Junior  Convertible
Promissory Notes (the "Bridge II Notes") and (ii) warrants to purchase 1,271,500
shares of common stock (the "Bridge II Warrants") (Note 18). The warrants have a
term of 5 years and an exercise price of $0.60 per share. Prior to maturity, the
Junior Convertible Promissory Notes may be converted into the securities offered
by the Company at the first  closing of a subsequent  financing for the Company,
for such number of offered  securities  as could be purchased  for the principal
amount being converted.

In accordance with APB 14, the Company  allocated  $2,010,277 of the proceeds to
the Bridge II Notes and $532,723 of proceeds to the Bridge II Warrants  based on
the relative fair values of these financial instruments.  The difference between
the  carrying  amount of the  Bridge II Notes and their  contractual  redemption
amount is being accreted as interest  expense to October 3, 2005, their earliest
date  of  redemption.  Accretion  of the  aforementioned  discount  amounted  to
$532,723 for the year ended  December 31, 2005 and is included as a component of
interest expense in the accompanying statement of operations.

On October 4, 2005, the Company elected to extend the contractual  maturity date
of the Bridge II Notes for an  additional  60 days to  December  2, 2005,  which
caused the contractual  interest rate to increase to 12% per annum. In addition,
the Company was required to issue the 1,271,500 additional warrants (the "Bridge
II Extension  Warrants")  (Note 18) to purchase  such number of shares of common
stock equal to 1/2 of a share for each $1.00 of  principal  amount  outstanding.
The Bridge II Extension Warrants have a term of 5 years and an exercise price of
$0.60 per share.  The Bridge II  Extension  Warrants  are  included  in Deferred
Financing Costs at their fair value, which amounts to $65,338.

The  Company  did not redeem the Bridge II Notes on  December  2, 2005 and, as a
result,  the notes became  automatically  convertible into 3.84 shares of common
stock for each $1 of principal then  outstanding in accordance with the original
note agreement.  Accordingly,  the Company recorded a charge of $2,543,000 based
upon the  intrinsic  value of this  conversion  option  measured at the original
issuance date of the note in accordance with EITF 00-27.  The Company has agreed
to file with the SEC, a registration  statement for the resale of the restricted
shares of the Company's  common stock  issuable upon exercise of the  conversion
option that would be issued in this transaction, on a best efforts basis.

Contractual interest expense on the Bridge II Notes amounted to $171,434 for the
year ended December 31, 2005 and is included as a component of interest  expense
in the accompanying statement of operations

The Company sold these  securities to seven accredited  investors  introduced by
Laidlaw,  placement  agent in the Interim  Bridge  Financing II. As described in
Note  8,  the  Company  incurred  $386,027  of  fees  in  connection  with  this
transaction  including a cash fee of $305,160  and $80,867 for the fair value of
warrants to purchase 152,580 shares of the Company's common stock at an exercise
price of $0.60 per share.

INTERIM BRIDGE FINANCING III

Beginning on July 1, 2005, and continuing through December 31, 2005, the Company
completed,  through 12 separate fundings,  a $5,234,000  financing (the "Interim
Bridge  Financing  III")  through  the  issuance  of (i) 10% Junior  Convertible
Promissory  Notes (the  "Bridge III Notes") and (ii)  warrants to purchase up to
2,617,000  shares of common  stock (the  "Bridge III  Warrants")  (Note 18). The
warrants have a term of 5 years and an exercise price of $0.60 per share.  Prior
to maturity,  the Junior Convertible  Promissory Notes may be converted into the
securities offered by the Company at the first closing of a subsequent financing
for the Company, for such number of offered securities as could be purchased for
the principal amount being converted.

In accordance with APB 14, the Company  allocated  $4,645,544 of the proceeds to
the Bridge III Notes and  $587,595 of proceeds to the Bridge III  Warrants.  The
difference  between  the  carrying  amount  of the  Bridge  III  Notes and their
contractual  redemption  amount is being accreted as interest expense to various
dates from November 1, 2005, their earliest date of redemption. Accretion of the
aforementioned  discount  amounted to $566,686  for the year ended  December 31,
2005 and is  included as a component  of  interest  expense in the  accompanying
statement of operations.


                                       83



The  Bridge III Notes  have an  initial  term of 120 days (due on various  dates
beginning October 28, 2005) with interest at 10% per annum and feature an option
for the Company to extend the term for an  additional  60 days to various  dates
beginning  December 28,  2005.  Upon the  extension of the maturity  date of the
Bridge III Notes, the contractual interest rate would increase to 12% per annum,
and the Company  would be required to issue  warrants (the "Bridge III Extension
Warrants")  (Note 18) to purchase such number of shares of the Company's  common
stock equal to one-half of a share for each $1.00 of principal then outstanding.
The Bridge III Extension  Warrants  issuable upon extension of the maturity date
of the  Junior  Convertible  Promissory  Notes  feature a term of 5 years and an
exercise price of $0.60 per share. In addition,  if the Bridge III Notes are not
paid in full  on or  before  the  extended  maturity  date,  each  note  becomes
convertible  into 3.84 shares of the  Company's  common  stock for each $1.00 of
principal  then  outstanding.  The  intrinsic  value of this  conversion  option
measured at the issuance date of the notes  amounts to  $3,600,000  and would be
recognized as interest  expense in accordance  with EITF 00-27.  The Company has
agreed to file with the SEC,  a  registration  statement  for the  resale of the
restricted  shares of its common stock  issuable upon exercise of the conversion
option that would be issuable in this transaction, on a best efforts basis.

Beginning on October 29,  2005,  the Company  elected to extend the  contractual
maturity  date of the  various  Bridge  III Notes for an  additional  60 days to
various dates beginning December 28, 2005, which caused the contractual interest
rate to  increase to 12% per annum.  In  addition,  the Company was  required to
issue the 1,200,000 additional warrants (the "Bridge III Extension Warrants") to
purchase  such number of shares of common stock equal to 1/2 of a share for each
$1.00 of principal amount outstanding.  The Bridge III Extension Warrants have a
term of 5 years  and an  exercise  price of $0.60  per  share.  The  Bridge  III
Extension Warrants are included in Deferred Financing Costs at their fair value,
which amounts to $59,086.

The Company did not redeem the Bridge III Notes  beginning  on December 28, 2005
and, as a result, the notes became automatically convertible into 3.84 shares of
common stock for each $1 of principal then  outstanding  in accordance  with the
original  note  agreement.  This  amounts to a total of  7,104,000  shares as of
December 31, 2005. Accordingly,  the Company recorded a charge of $301,379 based
upon the  intrinsic  value of this  conversion  option  measured at the original
issuance date of the notes in accordance with EITF 00-27. The Company has agreed
to file with the SEC, a registration  statement for the resale of the restricted
shares of the Company's  common stock  issuable upon exercise of the  conversion
option that would be issued in this transaction, on a best efforts basis.

Contractual  interest  expense on the Bridge III Notes  amounted to $172,816 for
the year ended  December  31, 2005 and is  included  as a component  of interest
expense in the accompanying statement of operations

The Company sold these securities to Apex, Northwestern,  and Advanced Equities.
Funding  for the Bridge III Notes  included  the  conversion  of  $1,650,000  of
stockholder advances made during the period March 30, 2005 to June 30, 2005 into
Bridge III Notes. In conjunction  with Bridge III Notes,  Advanced  Equities was
paid a fee of $6,000 as described in Note 8.

NOTE 12 - RELATED PARTY TRANSACTIONS

EXPENSE REIMBURSEMENTS DUE TO OFFICERS AND STOCKHOLDERS

Certain  stockholders  and  officers  of the Company  have paid  expenses on the
Company's behalf since its inception,  of which the outstanding  balance amounts
to  $172,238  which  includes  approximately  $15,000  for  additional  expenses
submitted for reimbursement and  approximately  $270,000 of expenses  reimbursed
during the year ended  December 31, 2005.  The amounts  payable to such officers
and stockholders are due on demand.

NOTES PAYABLE TO OFFICERS AND STOCKHOLDERS

Notes payable to officers and  stockholders,  the  outstanding  balance of which
amounts to $235,712 at December 31, 2005 bear  interest at 10% per annum and are
due on demand.  Interest  expense on these notes amounted to $18,900 and $18,900
for the years ended December 31, 2005 and 2004, respectively.

CONSULTING AGREEMENT PAYABLE

On June 8, 2005,  the Company  negotiated a settlement  regarding the consulting
agreement  payable with a related party.  The terms of the settlement  agreement
terminate the prior  agreement  and reduce the remaining  payments due under the
contract  to  $150,000.  A $50,000  payment was made upon the  execution  of the
agreement and two additional  $50,000 payments were due, one to be made upon the
completion of a follow-on-financing by the Company


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and one not later than  September 30, 2005.  The $150,000  reduction in payments
was recorded as a reduction  of general and  administrative  expense  during the
quarter ended June 30, 2005.  Additionally,  the settlement agreement terminates
an obligation for the Company to issue 100,000 shares of unrestricted stock. The
stock issuable under this commitment was recorded in 2004 as common stock issued
in lieu of cash for  services in the amount of $78,900.  The  rescission  of the
stock issuable  under this  arrangement  resulted in an additional  reduction of
$78,900 in general and  administrative  expenses  during the year ended December
31, 2005.

The payment due on September  30, 2005 was not made by the Company.  The balance
due under this  arrangement,  which amounts to $100,000 as of December 31, 2005,
is included in the liabilities  that the Company has offered to settle under the
proposed Creditor and Claimant Liabilities Restructuring described in Note 23.

NOTES PAYABLE (TO CREDITORS OF ACQUIRED BUSINESS)

The  notes  issued to  creditors  of  Entelagent  described  in Note 4,  include
$2,101,357  payable to related parties for settlement of accrued payroll,  notes
payable and expense  reimbursements.  Aggregate  interest expense on these notes
amounts to $155,959 for the year ended December 31, 2005.

RELATED PARTY PAYMENTS

During the year ended  December 31, 2005,  the Company made payments of $475,539
to  related  parties  from  the  $1,388,000   restricted  cash  reserve  account
established  in connection  with the  Entelagent  Merger (Note 4). Such payments
reduced certain  outstanding  liabilities of Entelagent  including advances from
shareholders, accounts payable and payroll liabilities.

During the year ended December 31, 2005, the Company made a $200,000  payment to
Patrick J. Allin and the Allin  Dynastic Trust under the terms of the settlement
agreement reached on June 6, 2005 (Note 15).


NOTE 13 - OTHER CURRENT LIABILITIES

Other current liabilities at December 31, 2005 principally  consists of $476,594
of accrued payroll and sales tax  liabilities  and penalties,  the settlement of
which is being negotiated,  and estimated  penalties that the Company assumed in
its  acquisition of Entelagent  (Note 4). These  liabilities  are intended to be
paid from restricted  cash. Also included in this balance is $469,622 related to
two judgments against the Company (Note 17).


NOTE 14 - DEFERRED REVENUE

Deferred  revenue at December 31, 2005  includes (1) $137,149 for the fair value
of remaining service  obligations on maintenance and support contracts,  and (2)
$194,932  for  contracts  on which the revenue  recognition  is  deferred  until
contract deliverables have been completed.


NOTE 15 - SETTLEMENT WITH PATRICK J. ALLIN, FORMER CHIEF EXECUTIVE OFFICER

On June 6, 2005, the Company entered into a settlement of certain employment and
indemnification related claims brought by Patrick J. Allin, the Company's former
Chief Executive Officer and former member of its Board of Directors, against the
Company  during the year ended  December  31, 2004.  Pursuant to the  Settlement
Agreement and Mutual Release dated June 2, 2005,  among the Company,  Patrick J.
Allin (Mr.  Allin") and The Allin Dynastic  Trust,  the Company agreed to pay to
Mr.  Allin,  in  settlement  of all claims,  an aggregate  payment of $1,150,000
payable as follows:  (i) $200,000 that was paid upon execution of the Settlement
Agreement  and  Mutual  Release  and  (ii)  $950,000  payable  in cash  and/or a
promissory note upon the consummation of a  follow-on-financing  by the Company.
The parties  also  agreed to release  all claims  existing as of the date of the
Settlement  Agreement and Mutual  Release.  The Settlement  Agreement and Mutual
Release  featured a provision to terminate on August 15, 2005 if the Company did
not consummate a  follow-on-financing  by such date,  which date was extended to
August 21,  2005.  The  Company  accrued an  aggregate  of  $933,493  in amounts
repayable to Mr. Allin up through the date of his  termination in February 2004.
The  difference  between the  amounts  accrued  and the cash  settlement,  which
difference  amounts to  $216,507,  was  recorded in general  and  administrative
expense in the quarter  ended March 31,  2004.  The amount  payable to Mr. Allin
under this provision of the settlement, totaling $1,130,022, is presented net of
the $200,000  payment  that was made upon the  execution  of the  agreement  and
includes $48,522 of interest and $130,500 of penalties (described below) accrued
during the year ended December 31, 2005.


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Pursuant to the Settlement Agreement and Mutual Release, the Company also agreed
to purchase  from Mr.  Allin and The Allin  Dynastic  Trust an aggregate of four
million  (4,000,000)  shares of the Company's  common stock as follows:  (i) two
million  (2,000,000)  shares (the  "Initial  Shares")  through  the  issuance of
promissory  notes in the aggregate  principal  amount of One Million Six Hundred
Thousand  Dollars  ($1,600,000)  and (ii) two  million  (2,000,000)  shares (the
"Remainder   Shares")   through  a  cash   payment   from  the   proceeds  of  a
follow-on-financing  by the Company, at a price per share equal to the lesser of
(a) $.50 per share or (b) 90% of the issue  price or  conversion  price,  as the
case may be, of the security issued in a  follow-on-financing,  provided however
that in the event that 90% of the issue price or conversion  price,  as the case
may be, of the security issued in the  follow-on-financing is less than $.50 per
share,  Mr. Allin and/or The Allin Dynastic Trust may, at their option,  decline
to sell any or all of the Remainder Shares to the Company.

The  promissory  notes issued to purchase the Initial Shares bear interest at an
annual rate of 8%,  with  interest  payments  due and payable on the last day of
August, November, February and May during the term of the promissory notes, with
a maturity  date of June 30,  2006.  In  addition,  if the  Company  defaults on
certain terms under the promissory  notes,  and such default remains uncured for
five days, all payments under the  promissory  notes  accelerate and the Company
agrees to confess to a judgment against the Company in a court of the promissory
note holder's choosing in Cook County, Illinois. In the alternative, the holders
of the promissory  notes may demand that the shares  purchased by the promissory
notes be  returned  in  fulfillment  of all  obligations  remaining  under  such
promissory notes.

As a result of this  agreement  to  repurchase  shares of common  stock from Mr.
Allin and The Allin Dynastic Trust, the Company has recorded certain liabilities
and adjustments to stockholders'  deficiency  retroactively to the quarter ended
March 31, 2004.

For the Initial  Shares the Company  recorded a  $1,738,667  note payable to Mr.
Allin with a corresponding  increase of $1,600,000 in  stockholders'  deficiency
and a $138,667  charge to operations for interest  payable through June 6, 2006.
For the  Remainder  Shares,  the  Company  recorded  a  $1,000,000  put right as
temporary  equity with a corresponding  charge to operations of $300,000 for the
intrinsic  value of the put right on June 6, 2005 (fair value of common stock of
$.65 per share  less the  minimum  conversion  price of $50.  per  share)  and a
$700,000 net  increase in  stockholders'  deficiency.  The  aggregate  charge of
$438,667 for the  interest  and the  intrinsic  value of the  conversion  option
embedded  in the  remainder  shares is  presented  as a  litigation  loss in the
statement of  operations  for the year ended  December  31,  2004.  Common stock
outstanding in the accompanying  balance sheet is presented net of the 2,000,000
Initial Shares that are subject to the repurchase obligation.

As of December 31, 2005, the fair value of the Company's  common stock was $0.05
per share,  which resulted in a reduction of the charge for the intrinsic  value
of the put right granted on June 6, 2005 to $0. Such reduction is presented as a
change in the  intrinsic  value of put right in the  accompanying  statement  of
operations for the year ended December 31, 2005.

Effective  January 1, 2006,  the  Company and Mr.  Allin and the Allin  Dynastic
Trust entered into Stock  Subscription  Agreement and Mutual Release  agreements
(the "Series A-1 Agreements') to settle all claims as described in Note 23.


NOTE 16 - ACCOMMODATION AGREEMENT

In November 2002, the Company entered into a financing  arrangement with a third
party financial institution (the "Lender"),  pursuant to which the Company would
borrow  $950,000  under a note to be  collateralized  by the  pledge of  950,000
shares of registered stock from five different stockholders.  In connection with
this arrangement, the Company executed a series of Accommodation Agreements with
these stockholders  wherein each stockholder  pledged their shares in return for
the right to receive on or before  November  17,  2003 the return of the pledged
shares,  or replacement  shares in the event of foreclosure,  and one additional
share of common stock for every four shares pledged as compensation. The Company
also  agreed  to use  "best  efforts"  to  register  these  shares  with  the US
Securities and Exchange Commission 12 months from the date of issue.

In December 2002, the Company received  approximately $450,000 of proceeds under
the note and provided the Lender with the pledged  shares.  Since that date,  no
additional  proceeds were provided by the Lender.  The Company accounted for the
Lender's  failure  to fund the  facility  and  return  the  pledged  shares as a
foreclosure on the loan collateral.  In addition,  the Accommodation  Agreements
provided  for the  Company to pay a penalty in the event of its failure to cause
the  replacement  shares to be  registered  on or before  March 31,  2003.  As a
result,  the Company


                                       86



has  accrued a penalty for the fair value of 450,000  shares per  quarter  which
penalty  amounted to $777,076 and  $1,434,900  for the years ended  December 31,
2005 and 2004, respectively.

STOCK PLEDGE ARRANGEMENT

In April 2004, a stockholder  of the Company  entered into a one-year stock loan
financing  arrangement ("Stock Financing Facility") with a third party financial
institution,  pursuant to which such  stockholder  committed to obtain financing
for the Company under a credit facility  collateralized by the pledge of 685,000
shares of registered  stock (the  "Pledged  Stock") that was pledged by a second
stockholder (the "Pledging  Stockholder").  In connection with this arrangement,
the Company  executed an accommodation  agreement with the Pledging  Stockholder
committing to issue 685,000 shares of restricted stock (the "Replacement Stock")
on April 2, 2005 (the "Termination  Date") in the event of a loss of the Pledged
Stock, plus a premium of 205,500 shares (the "Premium Shares") for entering into
the agreement.  The Company also agreed to register 300,000 shares of restricted
stock held by the Pledging  Stockholder (the "Held Stock") within thirty days of
the  agreement  and to use its best efforts to register  with the SEC,  both the
Replacement Stock and Premium Stock within 12 months from their date of issue.

The  Company  received  $40,012 of funds but was unable to recover  the  Pledged
Stock on the Termination Date. In addition, due to a delay in registering all of
the  shares  under  this  arrangement,  the  Company  entered  into a  secondary
agreement  with  the  Pledging  Stockholder  providing  for:  (1) the  immediate
issuance of the Replacement  Shares and Premium Shares;  (2) registration of the
Replacement Shares,  Premium Shares and Held Shares; (3) the retroactive accrual
of a penalty  from May 2, 2004  through the date the  registration  statement is
filed  payable in such  number of shares  that is equal to 15% of the Held Stock
(prorated  for each  fraction of a year);  and (4) the accrual of an  additional
penalty from April 2, 2005 through the date the registration  statement is filed
payable in such number of shares that is equal to 15% of the  Replacement  Stock
and Premium Stock (prorated for each fraction of a year),  All such shares would
become issuable to the pledging  stockholder at such time that the  registration
statement required to be filed under this arrangement is declared effective..

The Company recorded a net charge of $366,193,  which includes  $406,205 for the
fair value of the Replacement Stock and Premium Stock (890,500 shares) issued to
the  Pledging  Stockholder  under this  arrangement  less  $40,012  of  advances
received.  The  charge  is  presented  as a  loss  on  collateralized  financing
arrangement  in the  accompanying  statement  of  operations  for the year ended
December 31, 2005.  The Company also recorded an $81,928  charge during the year
ended  December  31, 2005 for the fair value of 175,598  shares  issuable to the
Pledging  Stockholder as penalties for the delays in registering the stock.  The
Company  classified the accrual of the stock based penalty as a liability in the
accompanying  balance sheet in accordance  with SFAS 150 "Accounting For Certain
Financial  Instruments  with  Characteristics  of Both  Liabilities and Equity",
because  the  quantity  of  such  shares  issuable  under  this  arrangement  is
conditioned   upon  the   effectiveness   of  a  registration   statement.   The
corresponding  charge  associated  with the  stock-based  penalty is included in
stock  based  penalties  under  accommodation  agreements  in  the  accompanying
statements of operations.


NOTE 17 - COMMITMENTS AND CONTINGENCIES

SEC INVESTIGATION

Pursuant  to  Section  20(a)  of the  Securities  Act and  Section  21(a) of the
Securities Exchange Act, the staff of the SEC (the "Staff"), issued an order (IN
THE MATTER OF PATRON SYSTEMS, INC. - ORDER DIRECTING A PRIVATE INVESTIGATION AND
DESIGNATING  OFFICERS TO TAKE  TESTIMONY  (C-03739-A,  February 12,  2004)) (the
"Order")  that a  private  investigation  (the "SEC  Investigation")  be made to
determine whether certain actions of, among others, the Company,  certain of its
officers  and  directors  and  others  violated  Section  5(a)  and  5(c) of the
Securities Act and/or Section 10 and Rule 10b-5  promulgated  under the Exchange
Act.  Generally,  the Order  provides,  among  other  things,  that the Staff is
investigating (i) the legality of two (2) separate Registration Statements filed
by the Company on Form S-8,  filed on December 20, 2002 and on April 2, 2003, as
amended on April 9, 2003 (collectively, the "Registration Statements"), covering
the resale of, in the  aggregate,  4,375,000  shares of common  stock  issued to
various  consultants  of the Company,  and (ii) whether in  connection  with the
purchase or sale of shares of common  stock,  certain  officers and directors of
the Company and others (a) sold common  stock in  violation  of Section 5 of the
Securities Act and/or, (b) made misrepresentations  and/or omissions of material
facts and/or  employed  fraudulent  devices in  connection  with such  purchases
and/or sales  relating to certain of the  Company's  press  releases  regarding,
among  other  items,   proposed  mergers  and   acquisitions   that  were  never
consummated.  If the SEC brings an action  against the Company,  it could result
in,  among  other  items,  a  civil  injunctive   order  or  an   administrative
cease-and-desist  order being  entered  against the Company,  in addition to the
imposition of a  significant  civil  penalty.  Moreover,  the SEC  Investigation
and/or a subsequent SEC action could affect  adversely the Company's


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ability to have its common stock become listed on a stock exchange and/or quoted
on the NASD  Bulletin  Board  or  NASDAQ,  the  Company  being  able to sell its
securities and/or have its securities  registered with the SEC and/or in various
states and/or the Company's ability to implement its business plan. To date, the
Company's legal counsel  representing  the Company in such matters has indicated
that the SEC Investigation is ongoing and the Staff has not indicated whether it
will or will not recommend that the SEC bring an enforcement  action against the
Company, its officers, directors and/or others.

LEGAL PROCEEDINGS

On February 4, 2004, Sherleigh Associates Inc. Profit Sharing Plan ("SHERLEIGH")
filed a complaint  against the Company,  Patrick Allin,  a former  President and
Chief  Executive  Officer  of the  Company,  and  Robert E. Yaw,  the  Company's
Chairman,  in the United States District Court for the Southern  District of New
York  alleging  common law fraud.  The  complaint  alleges  that  Sherleigh  was
fraudulently  induced into purchasing  1,000,000  shares of the Company's Common
Stock in reliance  upon  certain  Company  press  releases and  allegedly  false
statements by Mr. Allin and Mr. Yaw,  concerning the Company's  plans to acquire
two target companies,  Trust Wave and Entelagent (currently one of the Company's
subsidiaries),  and its financing  arrangements  regarding  those  acquisitions.
Sherleigh  seeks  rescission  of  its  purchase  agreement  and  return  of  its
$2,000,000  purchase price or  compensatory  damages to be proven at trial.  Mr.
Allin recently entered into a settlement  agreement with Sherleigh and requested
that the Court include in its dismissal  order a finding that the  settlement is
reasonable,  and a  prohibition  against  any  claims by the  Company or Mr. Yaw
against  Mr.  Allin  for  contribution  or   indemnification   with  respect  to
Sherleigh's claims. Mr. Allin received an order from the court barring claims by
the  Company or Mr. Yaw  against  Mr.  Allin for  contribution  with  respect to
Sherleigh's  claims.  Currently,  no trial or continuing  discovery schedule has
been set by the Court with respect to Sherleigh's claims against Mr. Yaw and the
Company.  Settlement of the Sherleigh  claims is pending as part of the Creditor
and Claimant Liabilities Restructuring (Note 23).

On July 19, 2004,  Mr.  Patrick  Allin  ("ALLIN")  made demand for payment under
certain  demand notes ("ALLIN  NOTES")  issued on July 14, 2002 in the principal
amount of  $75,000,  October  1, 2002 in the  principal  amount of  $50,000  and
October 11, 2002 in the principal amount of $21,000.  The aggregate  outstanding
amount on the Allin Notes as of that date,  including  principal  and  interest,
amounted to  $175,163.  Pursuant to the terms of the Allin  Notes,  if the Allin
Notes are not repaid within 24 hours of demand for payment,  the Company will be
in default under the Allin Notes.  On March 1, 2005, Mr. Allin filed a complaint
for payment of all principal and interest due under the Allin Notes.

On June 6, 2005,  the Company  entered into a settlement  of claims for sums due
under the Allin Notes and certain employment and indemnification  related claims
brought by Allin  against the Company  (Note 15). The  Settlement  Agreement and
Mutual Release  featured a provision to terminate on August 15, 2005,  which was
extended  to  August  21,   2005,   if  the  Company   did  not   consummate   a
follow-on-financing   by  such  date.   The   Company  did  not   consummate   a
follow-on-financing  by August 21, 2005, and the Settlement Agreement and Mutual
Release  terminated by its terms.  On January 1, 2006, each of Mr. Allin and the
Allin  Dynastic  Trust  entered into a Stock  Subscription  Agreement and Mutual
Release with the Company  which settled these claims as part of the Creditor and
Claimant Liabilities Restructuring (Note 23).

In December of 2004, Marie Graul, the Company's former Chief Financial  Officer,
informed the Company of her  intention to assert a claim against the Company for
sums allegedly owed under her employment  agreement with the Company.  On August
31, 2005,  the Company and Ms. Graul  entered  into a Settlement  Agreement  and
Mutual  Release  whereby  Ms.  Graul  agreed to release  all claims  against the
Company  arising from any act or omission  occurring on or prior to that date in
consideration  of (i) the payment by the Company to Ms. Graul of an aggregate of
$176,458  no later  than  September  30,  2005,  $1,458 of which was  payable on
execution of the Settlement Agreement and Mutual Release, and (ii) the Company's
affirmation  of the  validity of options  previously  issued to Ms.  Graul.  The
Company  also agreed to confess to a judgment  against the Company in a court of
Ms.  Graul's  choosing in the event of the  Company's  breach of the  Settlement
Agreement and Mutual Release.  The Company did not make the payments required by
the Settlement Agreement and Mutual Release.  Consequently, Ms. Graul obtained a
judgment  against the Company for $176,853 in cash.  Subsequent  to December 31,
2005, the Company and Ms. Graul renegotiated the settlement agreement and mutual
release as described in Note 23.

In April of 2005,  Richard  L.  Linting,  a former  President  of the  Company's
Professional Services Group, filed a complaint against the Company and Robert E.
Yaw, II, the  Company's  non-executive  Chairman,  in the Circuit  Court of Cook
County,  Illinois  alleging  breach of his  purported  employment  contract  and
seeking  sums  allegedly  owed under the  employment  contract  in the amount of
$1,321,809,  plus court costs and fees.  On August 22, 2005,  the  Company,  Mr.
Linting and Mr. Yaw entered into a Settlement  Agreement and Release whereby Mr.
Linting agreed to release all claims against the Company and Mr. Yaw existing as
of that date in consideration  for (i) the payment by the Company to Mr. Linting
of $100,000 in cash, (ii) the issuance by the Company of an aggregate of 422,827


                                       88



shares ("LINTING SHARES") of its Common Stock (equivalent to $192,809 divided by
$0.456) to be  transferred  to Mr.  Linting in such numbers and at such times as
directed by Mr. Linting  subsequent to the  registration  of the Linting Shares,
(iii) the Company's  agreement to register the Linting Shares through the filing
of a  registration  statement  on or before  September  30,  2005,  and (iv) the
Company's  affirmation  of the  validity  of  options  previously  issued to Mr.
Linting and agreement to permit exercises of those options for 100,000 shares in
each calendar  month over a period of 3 years.  The Company and Mr. Linting also
agreed  to the  filing of a  stipulation  to  dismiss  Mr.  Linting's  suit with
prejudice and without costs with the court  retaining  jurisdiction to reinstate
the case and enforce the terms of the  Settlement  Agreement  and Release in the
event the Company  defaulted on its obligations  under the Settlement  Agreement
and  Release,  and to enter  judgment,  by motion,  against  the Company for the
balance due or appropriate relief. The Company did not make the $100,000 payment
required  under  the  Settlement  Agreement  and  Release  and  did  not  file a
registration statement to register the Linting Shares on or before September 30,
2005.  Consequently,  Mr. Linting obtained a judgment against the Company in the
amount of $292,809 in cash and stock.  The Company recorded a liability for this
amount which is included in other liabilities in the accompanying  balance sheet
at December 31, 2005.  On February 14, 2006,  Mr.  Linting  entered into a Stock
Subscription  Agreement and Mutual  Release with the Company which settled these
claims as part of the Creditor and Claimant Liabilities Restructuring (Note 23).

On October 17, 2005, Paul Harary, Paris McKinzie,  Maria Caporicci, LLB Ltd. and
DGC,  Inc.  filed a complaint  against  the Company in the Circuit  Court of the
Fifteenth  Judicial  Circuit in and for Palm  Beach  County,  Florida,  alleging
breach of  certain  accommodation  agreements  between  the  plaintiffs  and the
Company  (Note 16) and seeking  damages in an amount not less than  $14,000,000,
plus interest and reasonable  attorneys' fees and costs. On November 16, 2005, a
default was entered  against the Company in this  matter.  On November 23, 2005,
plaintiffs  filed a motion for default final judgment as to liability and motion
to set cause for jury trial as to damages. The Company, through counsel retained
in Florida,  has filed a motion to set aside the  clerk's  default and to compel
arbitration,  which motion was denied.  The Company  appealed the denial of this
motion  and filed an  additional  motion  seeking to stay the case  pending  the
appeal.  On March 27, 2006, the Company entered into an agreement to release and
resolve all outstanding claims between the parties (Note 23).

On December 15, 2005, Patron became aware that Paris McKinzie,  Maria Caporicci,
Douglas Zemsky, Paul Harary, DGC, Inc. and LLB, Ltd. had filed a complaint on or
about November 14, 2005,  against the Company and other defendants in the United
States  District Court,  Southern  District of Florida,  alleging  violations of
Section 10(b) of the Securities  and Exchange Act of 1934, as amended,  and Rule
10b-5  promulgated  thereunder,  and  violations  of  Chapter  517 of  Florida's
Securities and Investor  Protection  Act, and seeking damages in an amount to be
established at trial together with interest thereon,  attorneys' fees and costs.
On December 13, 2005, plaintiffs filed a motion for default final judgment as to
liability and motion to set cause for jury trial as to damages.  On December 16,
2005,  a clerk's  default was entered  against the Company in this  matter.  The
Company  maintains  that it did not receive  proper  service of the  plaintiffs'
complaint,  and has retained counsel in Florida to respond to these proceedings.
The Company, through its Florida counsel, moved to set aside the clerk's default
on the  basis  that the  Company  was  improperly  served.  Plaintiffs'  filed a
response in opposition to the Company's motion to set aside the clerk's default.
On March 27, 2006, the Company  entered into an agreement to release and resolve
all outstanding claims between the parties (Note 23).

On January 5, 2006,  Mark P. Gertz,  Trustee in  bankruptcy  for Arter & Hadden,
LLP,  filed an Adversary  Complaint  for Recovery of Assets of the Estate in the
United  States  Bankruptcy  Court  Northern  District of Ohio Eastern  Division,
against  the  Company as  successor  in merger to  Entelagent.  Mr.  Gertz seeks
$32,278.18 plus interest  accruing at the statutory rate since July 15, 2003 for
services rendered by Arter & Hadden,  LLP to Entelagent.  The Company intends to
respond to this  complaint  within the time  allotted  by  statute.  The Company
intends to attempt to settle  this claim as part of the  Creditor  and  Claimant
Liabilities Restructuring (Note 23).

There can be no assurance  that the Company will be  successful in resolving any
of these  claims.  In the event that the  Company is  required to pay damages in
connection  with any one or more of the claims  asserted in these actions,  such
payment  could have a material  adverse  effect on the  Company's  business  and
operations.

SETTLEMENT WITH COOK ASSOCIATES, INC.

On June 29, 2005, the Company  entered into a settlement  with Cook  Associates,
Inc. ("Cook  Associates")  to settle all claims and potential  claims related to
the  lawsuit  that had been  filed by Cook  Associates  against  the  Company in
October  2004.  Under the terms of the  settlement,  Cook  Associates  agreed to
dismiss its lawsuit and associated claim for $528,081 in damages and the Company
agreed to remove  any and all  conditions/restrictions  that would  prevent  the
600,000  shares of Company  common  stock  owned by Cook  Associates  from being
freely traded. The Company had previously  recorded $389,103 of payables to Cook
Associates  that it reversed  following  its  execution of the


                                       89



settlement.  The reversal was recorded as a gain and is included in  loss/(gain)
on settlement  agreements in the  accompanying  statements of operations for the
year ended December 31, 2005.

LEASE AGREEMENT

On August 24, 2005, the Company entered into an office lease agreement for 4,876
square feet of space for its office in Boulder, Colorado. The lease commences on
October 1, 2005 and has a term of fifty-four  months including a six-month lease
abatement.  The minimum rental payments,  beginning April 2006, amount to $4,063
per month.  In  addition,  the Company was  required to make a $19,995  security
deposit at the inception of the lease.

Additionally, the Company leases an office in Palos Heights, Illinois and leases
internet connectivity  bandwidth capacity for its bundled and branded high speed
Internet access and synchronized remote data back-up, retrieval, and restoration
services business.

Future  minimum  rental  payments,  excluding  the  Company  pro-rata  share  of
maintenance and operating charges under this arrangement are as follows:

            For the year ended
                December 31,
            ------------------
                   2006                  $ 97,756
                   2007                    87,956
                   2008                    48,756
                   2009                    48,756
                   2010                    12,189
                  -----                  --------
                  Total                  $295,413

NOTE 18 - STOCKHOLDERS' DEFICIENCY

ISSUANCE OF COMMON STOCK AS PURCHASE CONSIDERATION

On February 25, 2005 the Company issued an aggregate of 11,900,000 shares of its
common  stock  with  an  aggregate   fair  value  of   $10,115,000  as  purchase
consideration  to the sellers of CSSI and  LucidLine  (Note 4). On February  28,
2005, the Company issued an additional 3,000,000 shares of its common stock with
an aggregate fair value of $2,550,000 as purchase  consideration  to the sellers
of Entelagent (Note 4). The aforementioned  transactions were recorded as common
stock issued in purchase business combinations in the statement of stockholder's
deficiency.

ISSUANCE OF COMMON STOCK PURCHASE WARRANTS

On February  25,  2005,  the Company  issued  2,250,000  common  stock  purchase
warrants  with a term of 5 years and an  exercise  price of $0.70 per share as a
portion  of  purchase  consideration  associated  with  the  acquisition  of the
preferred  stock of CSSI (Note 4). The  aggregate  fair value of these  warrants
amounted to $1,912,500.

On February  28, 2005 the Company  issued  warrants to purchase up to  1,750,000
shares of its common stock to the Bridge I Note investors  described in Note 11.
The fair value of the warrants amounted to $1,043,860. Additionally, the Company
issued 350,000  common stock  purchase  warrants with an aggregate fair value of
$297,500 to the Placement Agent in the Interim Bridge Financing I transaction.

On February  28, 2005 the Company also issued  warrants for 300,000  shares at a
$0.70 per share  exercise  price to Laidlaw & Company  and/or its  designees  in
connection with the receipt of acquisition  related services for the Entelagent,
LucidLine and CSSI mergers (Note 4). The aggregate  fair value of these warrants
amounted to $255,000.

On June 6, 2005, the Company issued warrants to purchase up to 1,271,500  shares
of its  common  stock at $0.60 per share  exercise  price to the  Bridge II Note
investors  described  in Note 11. The fair  value of the  warrants  amounted  to
$532,723.

On June 30, 2005 the Company  issued  warrants for 152,580 shares at a $0.60 per
share exercise price to Laidlaw in connection with the Interim Bridge  Financing
II financing as described in Note 11. The aggregate fair value of these warrants
amounted to $80,867 and was accounted for as deferred financing costs.


                                       90



On June 29, 2005, the Company issued warrants to purchase up to 1,750,000 shares
of its common stock at a $0.70 per share exercise  price,  as Bridge I Extension
Warrants,  to the investors in Interim  Bridge  Financing I as described in Note
11. The fair value of the warrants,  which  amounted to $822,500,  was accounted
for as a deferred financing cost.

On July 1, 2005, the Company  issued  warrants for 925,000 shares at a $0.60 per
share exercise  price to Apex and  Northwestern  in connection  with the Interim
Bridge Financing III financing as described in Note 11. The aggregate fair value
of these warrants amounted to $415,891.

On July 29, 2005, the Company  issued  warrants for 50,000 shares at a $0.60 per
share exercise price to Advanced  Equities in connection with the Interim Bridge
Financing  III  financing  as  described  in Note 11.  The  fair  value of these
warrants amounted to $22,481.

On August 19, 2005,  the Company  issued  warrants for 225,000 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $55,263.

On September 30, 2005, the Company issued warrants for 600,000 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $57,143.

On October 4, 2005,  the Company  issued  warrants  to purchase up to  1,271,500
shares  of its  common  stock at $0.60 per share  exercise  price,  as Bridge II
Extension  Warrants,  to the Interim Bridge Financing II investors  described in
Note 11. The fair value of the warrants amounted to $65,338.

On October 16, 2005, the Company  issued  warrants for 180,000 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $9,018.

On October 24, 2005,  the Company  issued  warrants for 37,500 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $1,879.

On October 29, 2005, the Company  issued  warrants for 100,000 shares at a $0.60
per share exercise  price,  as Bridge III Extension  Warrants,  to  Northwestern
Mutual Life Insurance  Company in connection  with the Interim Bridge  Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $5,139.

On October 29, 2005, the Company  issued  warrants for 825,000 shares at a $0.60
per  share  exercise  price,  as  Bridge  III  Extension  Warrants,  to  Apex in
connection with the Interim Bridge  Financing III financing as described in Note
11. The fair value of these warrants amounted to $42,394.

On October 31, 2005, the Company  issued  warrants for 192,500 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $9,644.

On November 16, 2005, the Company issued  warrants for 112,500 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $4,431.

On November 21, 2005, the Company  issued  warrants for 75,000 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $2,954.

On November 26, 2005, the Company  issued  warrants for 50,000 shares at a $0.60
per share exercise price, as Bridge III Extension Warrants, to Advanced Equities
Venture  Partners I, L.P. in connection  with the Interim  Bridge  Financing III
financing as described in Note 11. The fair value of these warrants  amounted to
$2,009.

On November 29, 2005, the Company issued  warrants for 105,000 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $4,135.


                                       91



On December 8, 2005, the Company  issued  warrants for 114,500 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing as described in Note 11. The fair value of these warrants amounted
to $4,757.

On December 17, 2005, the Company issued  warrants for 225,000 shares at a $0.60
per  share  exercise  price,  as  Bridge  III  Extension  Warrants,  to  Apex in
connection with the Interim Bridge  Financing III financing as described in Note
11. The fair value of these warrants amounted to $9,544.

All of the aforementioned warrants,  unless otherwise noted, are reflected as an
increase to additional  paid-in  capital in the  accompanying  balance sheet and
statement of stockholders' deficiency at December 31, 2005.

COMMON STOCK ISSUED AS A PENALTY UNDER AN ACCOMMODATION AGREEMENT

The Accommodation Agreements (Note 16) provided for the Company to pay a penalty
in the event of its  failure to  register  the  replacement  shares on or before
March 31, 2003.  The  replacement  shares were not registered on or before March
31, 2003. As a result, the Company recorded penalties in the aggregate amount of
150,000  shares  per month at the then fair value of the  common  stock  through
December  31,  2005.  Aggregate  penalties  under this  arrangement  amounted to
$777,076  and  $1,434,900  for the  years  ended  December  31,  2005 and  2004,
respectively.  Subsequent  to  December  31,  2005,  the  Company  entered  into
settlement agreements with the stockholders who participated in this arrangement
as described in Note 16 and 23.

COMMON STOCK ISSUED AS A PENALTY UNDER STOCK PLEDGE ARRANGEMENT

The Company issued an aggregate of 890,500  shares of common stock  (Replacement
Shares and Premium  Shares) with an aggregate fair value of $406,205 The Company
also accrued $81,928 of penalties  representing the fair value of 175,598 shares
of stock for delays in registering the stock under the original  agreement (Note
16). The penalty  shares are issuable to the  Pledging  Stockholders  under this
arrangement  at such  time that the  Company  files  and  causes to be  declared
effective, a registration statement for the resale of these securities.

COMMON STOCK ISSUED IN PRIVATE PLACEMENT TRANSACTIONS

In May of 2004, the Company received  $200,000 in proceeds in private  placement
transactions  with two  investors.  The Company issued  714,824  shares,  in the
aggregate,  on September  13, 2004 in  consideration  of these funds.  The funds
received in these  transactions  were remitted  directly to J. William Hammon, a
stockholder  and affiliate who (from February 28, 2005 through  January 9, 2006)
served as the  Company's  Chief  Marketing  Officer,  as a reduction of funds he
advanced to the Company.

On August 24, 25 and  September 13, 2004,  the Company  received an aggregate of
$500,000 in private placement  transactions from 8 investors.  The Company later
issued 500,000 shares,  in the aggregate,  on December 14, 2004 in consideration
of these funds.

STOCK ISSUED IN LIEU OF CASH FOR SERVICES

On September 13, 2004, the Company issued 40,000 shares of its common stock with
a fair  value of $10,000  in  consideration  for  services  provided  by Alvin I
Siegel.  On September 13, 2004,  the Company issued 200,000 shares of its common
stock with a fair value of $50,000 in consideration  for services provided to us
by Joseph K Lemel.

During the year ended December 31, 2004, the Company  issued,  at various times,
1,500,000  shares of its common stock with an aggregate fair value of $1,159,000
to Frank G. Mazzola in exchange for consulting services. These shares were fully
vested and non-forfeitable at their dates of issuance.The  Company accounted for
the  fair  value of these  shares  as  deferred  compensation.  Amortization  of
deferred  compensation  expense under this arrangement  amounted to $521,332 and
$628,668  for the years ended  December 31, 2005 and 2004,  respectively  and is
included as a  component  of salaries  and related  expense in the  accompanying
statement of operations.

On June 8, 2005,  the Company  negotiated a settlement  regarding the Consulting
Agreement Payable with a related party. In connection with this settlement,  the
Company  recorded a rescission of 100,000  shares of  unrestricted  common stock
previously  recorded as compensation  expense during the year ended December 31,
2004. This rescission of these shares resulted in a $78,900 reduction of general
and  administrative  expenses and a corresponding  reduction of common stock and
additional paid in capital during the year ended December 31, 2005.


                                       92



On October 28, 2005, the Company  entered into a consulting  agreement  covering
the  period  May 26,  2004 to May 26,  2006 with Mr.  Richard  Rozzi to  provide
financial public  relations,  financial  communications  and investor  relations
consulting services.  The Company will issue to Mr. Rozzi, 400,000 shares of its
common stock with a fair value of $35,600 in  consideration  for the services to
be provided. Additionally, Mr. Rozzi was granted a non-qualified stock option to
purchase  400,000  shares of the  Company's  common  stock.  These  options  are
fully-vested,  have a term of 3 years and an  exercise  price of $0.25 per share
and a fair value,  determined using the  Black-Scholes  option pricing model, of
$20,936.

ISSUANCE OF EMPLOYEE STOCK OPTIONS

During the year ended  December 31, 2005,  the Company  issued stock  options to
employees  to  purchase  5,315,000  shares.  These  options  include  a grant to
purchase  1,000,000 shares at $0.65 per share to the Chief Executive  Officer of
the Company,  Mr.  Robert Cross.  Mr. Cross' option grant  resulted in a $30,000
expense related to the intrinsic value of the options versus the market price on
the date of grant.  This amount is being amortized over the vesting period.  For
the year ended December 31, 2005, the Company  recorded  $22,500 of compensation
expense   related  to  Mr.  Cross'  options  and  recorded  $7,500  to  deferred
compensation  at December 31, 2005.  The  remaining  options were granted at the
closing sale price on the date immediately prior to the date of grant.


NOTE 19 - EMPLOYEE STOCK OPTIONS

STOCK OPTION GRANTS

In November  2002,  options to purchase an  aggregate  of 800,000  shares of the
Company's  common  stock were  granted  in  conjunction  with  seven  employment
agreements  executed in the United Kingdom,  exercisable at a price of $4.00 per
share,  the trading  price of the  underlying  stock on  November  1, 2002.  The
options  vest over a three year  period and are not  subject to each  employee's
continued  employment.  The fair  value of the  options on the date of grant was
$1,832,000.  This value was estimated using the  Black-Scholes  method using the
following  assumptions:  risk-free  interest  rate  of  4.05  percent;  expected
dividend yield zero percent;  expected option life of three years;  and expected
volatility of 87 percent.

In December 2004, the Company  entered into a cash  settlement  agreement with a
United  Kingdom  employee  in which  75,000 of these  options  were  terminated.
Accordingly,  the Company has reduced the total fair value on the options to the
United  Kingdom  employees  as  outlined  above to  $1,660,250  based on 725,000
options outstanding.

In December of 2004,  options to purchase 500,000 shares of the Company's common
stock were granted in connection with two employment agreements,  exercisable at
a price of $0.93 per share.  The options vested  immediately and are not subject
to each employee's  continued  employment.  The fair value of the options on the
date of grant was  $340,000.  This value was estimated  using the  Black-Scholes
method using the following assumptions: risk-free interest rate of 4.23 percent;
expected  dividend yield zero percent;  expected option life of three years; and
current volatility of 124.8 percent.

During the year ended  December 31, 2005,  the Company  issued stock  options to
employees  to  purchase  5,315,000  shares.  These  options  include  a grant to
purchase  1,000,000 shares at $0.65 per share to the Chief Executive  Officer of
the Company,  Mr.  Robert Cross.  Mr. Cross' option grant  resulted in a $30,000
expense related to the intrinsic value of the options versus the market price on
the date of grant.  This amount is being amortized over the vesting period.  For
the year ended December 31, 2005, the Company  recorded  $22,500 of compensation
expense related to Mr. Cross's options and recorded $7,500 deferred compensation
at December 31,  2005.  The  remaining  options were granted at the closing sale
price on the date immediately prior to the date of grant.

The  following  table  summarizes  the  changes in options  outstanding  and the
related exercise prices for the shares of the Company's common stock:


                                       93



                                                   Options Outstanding
                                         ---------------------------------------
                                                                      Weighted
                                                         Exercise     Average
                                           Shares         Price      Exercisable
                                         ----------      --------    -----------
Outstanding at December 31, 2003 ......   2,400,000          1.68      1,309,616

   Granted ............................     500,000          0.93        500,000
   Cancellations & Forfeitures ........     (75,000)         4.00           --
   Exercised ..........................        --            --             --
                                         ----------      --------    -----------
Outstanding at December 31, 2004 ......   2,825,000          1.49      2,825,000

   Granted ............................   5,315,000          0.40        750,000
   Cancellations & Forfeitures ........        --            --             --
   Exercised ..........................        --            --             --
                                         ----------      --------    -----------
Outstanding at December 31, 2005 ......   8,140,000      $   0.77      3,575,000
                                         ==========      ========    ===========

The following table  summarizes  additional  information  about  outstanding and
exercisable stock options at December 31, 2005.

                        Options Outstanding
                -----------------------------------      Options Exercisable
                               Weighted                -----------------------
                                average     Weighted                  Weighted
  Range of                     remaining     average                   average
  exercise        Number      contractual   exercise      Number      exercise
   prices       outstanding      life         price    exercisable      price
-------------   -----------   -----------   --------   -----------   ---------
$0.01 - $0.34     5,515,000          8.92   $   0.27     1,200,000   $    0.01
$0.35 - $0.65     1,000,000          6.50   $   0.65       750,000   $    0.65
$0.66 - $2.05       900,000          5.26   $   1.43       900,000   $    1.43
$2.06 - $4.00       725,000          6.84   $   4.00       725,000   $    4.00
                -----------                            -----------
                  8,140,000                              3,575,000
                ===========                            ===========


NOTE 20 - INCOME TAXES

At December  31,  2005,  the Company  has federal and state net  operating  loss
carryforwards   available  to  offset  future   taxable   income,   if  any,  of
approximately  $46,000,000 expiring at various times through 2025. The Company's
determination  of the amount of its net operating  loss  carryforwards  includes
approximately  $13,000,000  associated with acquired business. The Company's net
operating losses (including those of the acquired  businesses) may be subject to
substantial  limitations due to the (a) "Change of Ownership"  provisions  under
Section 382 of the Internal  Revenue Code and similar state  provisions  and (b)
delinquencies that the Company has experienced with respect to filing its income
tax returns on a timely basis.  Such limitations may result in the expiration of
the net operating losses prior to their utilization.

The tax  effects  of  significant  temporary  difference  which give rise to the
Company's deferred tax assets and liabilities are as follows:

                                                          DECEMBER 31,
                                                -------------------------------
                                                    2005               2004
                                                ------------       ------------
Deferred tax assets:
   Net operating loss carry forwards .....      $ 17,968,394       $  2,518,930
   Start-up costs ........................         7,278,114          7,278,114
   Stock options .........................         2,530,339          2,530,339
   Accrued compensation and expenses .....         1,186,213          1,186,213
                                                       --                 --
                                                ------------       ------------
                                                  28,963,060         13,513,596
   Valuation allowance ...................       (28,963,060)       (13,513,596)
                                                ------------       ------------


                                       94



The increase in the Company's deferred tax assets during the year ended December
31, 2005  includes  the effects of deferred tax assets  associated  with the net
operating losses of acquired  business.  The Company fully reserves for deferred
tax  assets  recorded  in  purchase  accounting.  The  deferred  tax  assets and
subsequent  valuation allowance recorded in purchase accounting were accompanied
by a corresponding decrease and increase,  respectively, in goodwill at the time
the purchase  price  allocation  was  recorded.  The Company's  recorded  income
benefit,  net of the change in the  valuation  allowance  for each of the period
presented, is as follows:

                                                     YEARS ENDED DECEMBER 31,
                                                ------------------------------
                                                    2005              2004
                                                ------------      ------------
Current
   Federal ..................................   $       --         $       --
   State ....................................           --                 --
                                                ------------      ------------
Deferred
   Federal ..................................     (9,225,860)        (1,502,906)
   State ....................................     (1,316,355)          (214,436)
                                                ------------      ------------
                                                 (10,542,215)        (1,717,342)
Change in valuation allowance ...............     10,542,215          1,717,342
                                                ------------      ------------
                                                $       --        $       --
                                                ============      ============

Pursuant to SFAS No. 109 "Accounting for Income Taxes," management has evaluated
the  recoverability  of the  deferred  income  tax  assets  and the level of the
valuation  allowance  required with respect to such deferred  income tax assets.
After  considering  all  available  facts,  the Company  fully  reserved for its
deferred tax assets  because it is more likely than not that their  benefit will
not be realized in future  periods.  The Company  will  continue to evaluate its
deferred  tax assets to  determine  whether any changes in  circumstances  could
affect the  realization of their future  benefit.  If it is determined in future
periods that portions of the Company's  deferred income tax assets satisfies the
realization  standard of SFAS No. 109, the valuation  allowance  will be reduced
accordingly.

A reconciliation  of the expected Federal statutory rate of 34% to the Company's
actual rate as reported for each of the periods presented is as follows:

                                                     YEARS ENDED DECEMBER 31,
                                                ------------------------------
                                                    2005              2004
                                                ------------      ------------
Expected statutory rate .....................         (34.0%)           (34.0%)
State income tax rate, net of Federal benefit          (3.1%)            (3.1%)
Effect of permanent differences .............           --                 --
                                                ------------      ------------
                                                      (37.1%)           (37.1%)
Valuation allowance .........................          37.1%             37.1%
                                                ------------      ------------
                                                        --                 --
                                                ============      ============

At December  31,  2005,  the Company had net  operating  loss  carryforwards  of
approximately $48,000,000 for federal and state tax purposes expiring at various
times from 2018 to 2025.The net operating  losses may be subject to  substantial
limitation due to the "Change of Ownership"  provisions under Section 382 of the
Internal  Revenue Code and similar state provisions in addition to the Company's
failure to file its income tax returns on a timely basis.  Such  limitation  may
result in the expiration of the net operating losses prior to their utilization.


NOTE 21 - PROPOSED CREDITOR AND CLAIMANT LIABILITIES RESTRUCTURING

On September 23, 2005, the Company mailed a package to substantially  all of its
creditors  containing a proposed  arrangement to (a)  restructure  approximately
$26,000,000  of  obligations  it owes to a majority  of its  creditors,  and (b)
settle  $2,000,000 of contingent  liabilities  under the legal  proceedings with
Sherleigh described in Note 17. The proposal was delivered to the holders of the
Company's indebtedness (including certain lenders, all past-due trade creditors,
and  employees,  consultants  and other service  providers with claims for fees,
wages  or  expenses).  Under  such  arrangement,  as  originally  proposed,  all
creditors with acknowledged  balances and all claimants with agreed claims would
promptly  be issued one share of the  Company's  common  stock for each $0.18 of
such balances or


                                       95



claims  upon the  completion,  by  substantially  all  creditors  and  claimants
("Subscribers"),  of a  Subscription  Agreement & Mutual Release for purposes of
entering into a final and binding settlement with respect to any and all claims,
liabilities,  demands,  causes  of  action,  costs,  expenses,  attorneys  fees,
damages, indemnities, and obligations of every kind and nature that the creditor
and/or  claimant may have with the Company  ("Subscriber  Claims").  The Company
also indicated  that it would endeavor to register such shares under  applicable
securities laws promptly  following the conclusion of this  settlement  program.
The  proposal  provided  for no cash  payment  to be made to any  holder  of its
indebtedness,  and no preferential  payments.  All creditors and claimants under
this proposal would be treated the same on a pro rata basis.

In November 2005, the Company  reevaluated  its  settlement  proposal.  Due to a
reduction  in the  price  per  share of the  Company's  common  stock  since the
original  proposal was issued to creditors and claimants,  the Company  repriced
the proposal to $0.10 per share and issued new documents to all creditors. As of
December 31, 2005 creditors representing approximately $640,000 of the Company's
claims outstanding  responded favorably to the Company's proposal,  however, due
to the (a)  decrease in the trading  price of the Company  common stock to below
$0.10 per share, and (b) insufficient creditor interest in settling their claims
at or below the $0.10 per share level, the Company  refrained from accepting any
subscription agreements it received by such date and refrained from effectuating
the steps necessary to proceed with its proposed restructuring. Accordingly, the
Company was unable to complete any portion of its proposed  restructuring  as of
December 31, 2005.


NOTE 22 - CONCENTRATION OF RISK

The Company  maintains cash balances at financial  institutions that are insured
by the Federal Deposit Insurance  Corporation for up to $100,000.  The Company's
cash balances exceeded such limits at certain times during the fiscal year.

The  concentration  of  credit  risk in the  Company's  accounts  receivable  is
mitigated by the Company's credit evaluation process,  monitoring procedures and
reasonably short collection terms.  Credit losses have been within  management's
expectations  and the Company does not require  collateral  to support  accounts
receivable.

The Company had one customer to its which its sales amounted to 14% of its total
sales for the year ended  December 31, 2005.  The balance due from this customer
amounted to $63,116 at December 31, 2005.


NOTE 23 - SUBSEQUENT EVENTS

SERIES A AND SERIES A-1 PREFERRED STOCK

On March 1, 2006,  the  Company  filed with the  Delaware  Secretary  of State a
Certificate of Designation of  Preferences,  Rights and  Limitations of Series A
Convertible   Preferred  Stock  and  Series  A-1  Convertible   Preferred  Stock
designating  the rights,  preferences and privileges of 2,160 shares of Series A
Convertible  Preferred  Stock and  50,000,000  shares of Series A-1  Convertible
Preferred Stock.

SERIES A PREFERRED STOCK

The Series A Preferred Stock ("Series A Preferred") has a stated value of $5,000
per share, has no maturity date,  carries a dividend of 10% per annum, with such
dividend  accruing on a cumulative basis and is payable only (i) at such time as
declared  payable by the Board of  Directors of the Company or (ii) in the event
of  liquidation,  as part of the  liquidation  preference  amount  ("Liquidation
Preference Amount").  The Liquidation  Preference Amount is equal to 125% of the
sum of:  (i) the  stated  value  of any  then  unconverted  shares  of  Series A
Preferred  and  (ii) any  accrued  and  unpaid  dividends  thereon.  An event of
liquidation  means any  liquidation,  dissolution  or winding up of the Company,
whether  voluntary  or  involuntary,  as well as any  change of  control  of the
Company which includes the sale by the Company of either (x)  substantially  all
its assets or (y) the portion of its assets which  comprises  its core  business
technology, products or services.

The Series A Preferred is convertible,  at the option of the holder, into shares
of the Company's  common stock  ("Conversion  Shares") at an initial  conversion
price  ("Initial  Conversion  Price) which shall be $0.08 per share based on the
stated value of the Series A 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.


                                       96



The  Series A  Preferred  is  mandatorily  convertible  at the  then  applicable
conversion price ("Conversion  Price") into shares of the Company's common stock
at the then applicable  Conversion Price on the date that: (i) there shall be an
effective  registration  statement covering the resale of the Conversion Shares,
(ii) the average closing price of the Company's common stock, for a period of 20
consecutive  trading  days is at least  250% of the then  applicable  Conversion
Price,  and (iii) the average daily trading volume of the Company's common stock
for the same period is at least 250,000 shares.

SERIES A-1 PREFERRED STOCK

The Series A-1 Preferred  Stock ("Series A-1  Preferred")  has a stated value of
$0.80 per share, has no maturity date,  carries a non-cumulative  dividend of 5%
per annum,  with such dividend payable only (i) at such time as declared payable
by the Board of Directors of the Company or (ii) in the event of liquidation, as
part of the liquidation  preference  amount ("Series A-1 Liquidation  Preference
Amount").  The Series A-1 Liquidation  Preference Amount is equal to the sum of:
(i) the stated value of any then unconverted  shares of Series A-1 Preferred and
(ii) any accrued and unpaid dividends thereon. An event of liquidation means any
liquidation,  dissolution  or winding up of the  Company,  whether  voluntary or
involuntary,  as well as any change of control of the Company which includes the
sale by the  Company  of  either  (x)  substantially  all its  assets or (y) the
portion of its assets which comprises its core business technology,  products or
services.

The Series A-1 Preferred is not  convertible  at the option of the holder.  Each
share of Series A-1 Preferred  automatically  converts into the Company's common
stock, at a conversion price of $0.08 per share based on the stated value of the
Series A-1 Preferred,  upon the  effectiveness  of an amendment to the Company's
certificate  of  incorporation   which  provides  for  a  sufficient  number  of
authorized  shares to permit  the  exercise  or  conversion  of all  issued  and
outstanding shares of Series A Preferred,  Series A-1 Preferred and all options,
warrants and other rights to acquire shares of the Company's common stock.


CREDITOR AND CLAIMANT LIABILITIES RESTRUCTURING

On January 12, 2006, the Company issued a Stock Subscription  Agreement & Mutual
Release to each creditor and claimant ("Subscriber") of the Company for purposes
of entering  into a final and  binding  settlement  with  respect to any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys fees,
damages, indemnities, and obligations of every kind and nature that the creditor
and/or claimant may have with the Company ("Subscriber Claims").  Under terms of
this agreement, the Company sells to the Subscriber and the Subscriber purchases
from the Company shares  ("Stock") of its Series A-1 Preferred  stock, par value
$0.01 per share  ("Series A-1  Preferred"),  at a price of $0.80 per share.  The
aggregate  purchase  price is equivalent to the value of the  Subscriber  Claims
being settled through this settlement and release.  Subscriber is deemed to have
paid for the Stock through the settlement and release of Subscriber Claims. Each
share of Stock is  automatically  convertible  into ten shares of the  Company's
common stock upon the effectiveness of an amendment to the Company's certificate
of  incorporation  which  provides for a  sufficient  number of  authorized  but
unissued  and  unreserved  shares of the  Company's  common  stock to permit the
conversion of all issued and outstanding shares of Series A-1 Preferred.  If the
requisite agreements and approvals are obtained, the Company anticipates issuing
the Series A-1 Preferred shares following the final  determination of the claims
and  acceptance by the Company of each  claimant  submitted  Stock  Subscription
Agreement and Mutual Release through countersignature thereof.

The Stock  Subscription  Agreement & Mutual  Release also  provided  that in the
event that (a) a bona fide sale or (series of related  sales) by the  Company of
equity interests in the Company in an amount equal to or in excess of $3,000,000
or  (b)   any   merger,   consolidation,   recapitalization,   reclassification,
reincorporation,  reorganization,  share exchange,  sale of all or substantially
all of the assets of the Company or comparable  transaction,  is not consummated
on or before March 31, 2006 (the  "Termination  Date"),  the Stock  Subscription
Agreement & Mutual Release shall  terminate and be null and void, the Series A-1
Preferred  issued to  Subscriber  shall be cancelled and the  Subscriber  Claims
shall remain in full force and effect on their terms. Each Subscriber agrees not
to transfer or sell any portion of the Stock until the next  business  day after
the  Termination  Date,  subject  to (i) an  effective  registration  under  the
Securities  Act or in a transaction  which is otherwise in  compliance  with the
Securities  Act,  (ii) an  effective  registration  under any  applicable  state
securities  statute  or  in a  transaction  otherwise  in  compliance  with  any
applicable  state securities  statue,  and (iii) evidence of compliance with the
applicable securities laws of other jurisdictions.

As  described  below under the Private  Placement  Series A Preferred  Stock and
Warrants,  on March 3, 2006 the  investors  in the Series A Preferred  Financing
modified the terms of their financing arrangement to provide funds to the


                                       97



Company prior to the 100%  completion  of the Creditor and Claimant  Liabilities
Restructuring.  This  modification  provides for the  establishment of an escrow
agent and  establishes a methodology  to disburse  funds to the Company to cover
payroll,  rent and  other  operating  costs,  including  eligible  payables  not
otherwise subject to the Creditor and Claimant Liabilities  Restructuring,  on a
bi-monthly  basis. As described  below,  the Company  completed the sale of $4.8
million in equity securities under the Series A Preferred Financing on March 27,
2006  thereby  eliminating  the  provision  for  automatic  termination  of this
arrangement.

The Company has committed to file with the Securities  and Exchange  Commission,
as soon as  practicable  and in any  event no later  than 120 days from the date
that the  Company  countersigns  each Stock  Subscription  Agreement  and Mutual
Release, a registration statement ("Registration Statement") covering the resale
of the Stock and cause such  Registration  Statement to become effective as soon
as practicable  thereafter and in any event no later than 180 days from the date
that the  Company  countersigns  each Stock  Subscription  Agreement  and Mutual
Release.  The  Company  shall  keep  the  Registration   Statement  continuously
effective  under the  Securities  Act until the earlier of (i) the date when all
shares of the Stock have been sold pursuant to the Registration  Statement or an
exemption from the registration requirements of the Securities Act, and (ii) two
years from the effective date of the Registration Statement.

Currently,  creditors  representing  approximately  75% of the Company's  claims
outstanding,  which includes amounts settled under the accommodation  agreement,
have  indicated  their  acceptance  of the  Company's  proposal  by signing  and
returning to the Company the Stock  Subscription  Agreement and Mutual  Release.
The Company is currently unable to provide assurance that the acceptance of such
proposal  will  actually  improve  the  Company's  ability  to fund the  further
development of its business plan or improve its operations.

PRIVATE PLACEMENT OF SERIES A PREFERRED STOCK AND WARRANTS

In  January  2006,  the  Company  initiated  a  proposed  $5,400,000   financing
transaction (the "Series A Preferred  Financing") which would, for each $100,000
Unit  purchased,  result in the  issuance of (i) 20 shares of Series A Preferred
Stock and (ii) warrants ("Investor  Warrants") to purchase 416,667 shares of the
Company's common stock.  The minimum amount of the Series A Preferred  Financing
is $3,000,000 ("Minimum Amount") and the maximum amount is $5,400,000.  Apex has
agreed to  purchase up to  $1,500,000  which will all be  available  to fund the
Minimum  Amount,  provided  however,  in the event that the  Series A  Preferred
Financing is  over-subscribed  as to the Minimum Amount,  then for each $1.00 of
such over  subscription  up to  $250,000,  the Apex funding  commitment  will be
reduced on a dollar for dollar basis,  down to a minimum  amount of  $1,250,000.
Additionally,  holders of the 2006 Bridge Notes are obligated to exchange  their
2006 Bridge Notes for Units in the Series A Preferred Financing. The issuance of
Units to the holders of 2006 Bridge Notes will count toward  satisfaction of the
Minimum Amount.

The Investor  Warrants have a term of 5 years and an exercise price of $0.10 per
share. Each Investor Warrant will entitle the holder thereof to purchase 416,667
shares  of the  Company's  common  stock  (the  "Warrant  Shares"),  subject  to
anti-dilution provisions similar to those of the conversion rights of the Series
A Preferred.  The Company is obligated to include the Conversion  Shares and the
Warrant Shares in the Registration  Statement which the Company has committed to
file in  connection  with the Creditor and  Claimant  Liabilities  Restructuring
described  above.  The  Conversion  Shares and the Warrant Shares will also have
piggyback registration rights.

In connection  with the Series A Preferred  Financing,  the Company has retained
Laidlaw & Company  (UK) Ltd. as its  non-exclusive  placement  agent  ("Series A
Preferred  Placement  Agent").  Laidlaw shall  receive,  in its role as Series A
Preferred  Placement  Agent,  (i) a cash fee equal to 10% of all gross proceeds,
excluding the Apex  proceeds,  delivered at each Closing and (ii) a warrant (the
"Agent  Warrants") to purchase the Company's common stock equal to 10% times the
sum of (x) the Conversion  Shares to be issued upon  conversion of the shares of
Series A  Preferred  issued at each  Closing and (y) the number of shares of the
Company's  common stock  reserved for issuance upon the exercise of the Investor
Warrants issued at each closing. The Agent Warrants shall have a term of 5 years
and an exercise  price of $0.10 per share.  Additionally,  the Company shall pay
the Series A Preferred  Placement Agent a  non-accountable  expense allowance of
$25,000.

On March 3, 2006, the investors in the Series A Preferred  Financing agreed to a
modification of the terms of this financing arrangement to waive the requirement
for 100% completion of the Creditor and Claimant  Liabilities  Restructuring for
release of the net  proceeds  of the Series A  Preferred  Financing  in order to
allow the Company to proceed with its business plan and to protect the investors
in the Series A  Preferred  Financing.  The  modifications  provide  for the net
proceeds  of the Series A Preferred  Financing  to be  deposited  with an escrow
agent whereby funds will be released to the Company to cover  payroll,  rent and
other operating costs,  including eligible payables not otherwise subject to the
Creditor and Claimant Liabilities Restructuring, on a bi-monthly basis.


                                       98



As of March 27, 2006, the Company  consummated the Series A Preferred  Financing
with the  closing of funds  totaling  $4,820,500,  this amount is  comprised  on
$720,000 associated with the conversion of the Bridge Notes, $1,250,000 provided
by Apex and  $2,850,500  from parties  made  available by the Series A Preferred
Placement  Agent.  In order to effect  the  availability  of these  funds to the
Company  prior  to the  completion  of the  Creditor  and  Claimant  Liabilities
Restructuring,  the  Company,  on March 27, 2006,  entered  into a  post-closing
escrow agreement ("Post-Closing Escrow Agreement") with an escrow agent ("Escrow
Agent").  As of March 27, 2006, the Escrow Agent was provided  $2,183,026 in net
offering  proceeds,  The escrow  agent  shall  hold the funds and make  periodic
disbursements to the Company.  These disbursements shall be made on or after the
15th of each calendar month and on or after the last day of each calendar month.
A schedule detailing the mid-month,  month-end and maximum monthly  disbursement
amounts is defined.  The Post-Closing  Escrow Agreement provides for the release
of the  remaining  escrow  funds to the Company  after the Company has  received
executed  agreements under the Creditor and Claimant  Liabilities  Restructuring
for not less than 99% in dollar amount of creditor and claimant claims.

The Company  cannot  provide any  assurance  that it will be  successful  in its
efforts to complete the Creditor and Claimant Liabilities Restructuring and that
if such  restructuring  is  completed  that the Company  will secure the Minimum
Amount of the Series A Preferred  Financing.  Additionally there is no assurance
that by securing this additional financing the Company will be successful in the
implementation and execution of its business plan.

2006 BRIDGE NOTES

On January 18, 2006, the Company completed a financing of approximately $720,000
in additional gross fund (the "2006 Bridge Note Financing") through the issuance
of Subordinated Convertible Promissory Notes (the "2006 Bridge Notes"). The 2006
Bridge Notes will automatically convert into the same securities  (consisting of
shares of  Series A  Preferred  Stock and  warrants  to  purchase  shares of the
Company's  common stock) offered by the Company in connection with the Company's
Series A Preferred  Financing.  At the time of the first closing of the Series A
Preferred Financing,  the 2006 Bridge Notes will be converted for such number of
Units in the Series A Preferred  Financing  as could be  purchased by the holder
for the principal  amount being  converted.  The 2006 Bridge Notes  converted on
March 27, 2006 upon the closing of the Series A  Preferred  Financing  described
above.

GRAUL CLAIM

On March 3, 2006,  the Company,  Ms. Graul and a third party  ("Buyer")  entered
into an  arrangement  providing for Ms. Graul to assign and transfer all rights,
title and interest in her original claim of $931,659  against the Company to the
Buyer in exchange  for a cash  payment in the amount of  $180,000.  On March 15,
2006, the Company advanced the $180,000 payment to Ms. Graul in exchange for her
immediate  release of all claims  against the Company.  The Company is currently
awaiting  payment in the same  amount  from the Buyer in order to  complete  the
assignment of such claim to the Buyer. This arrangement further provides for the
Company to acknowledge Ms. Graul's  original claim for the benefit of the Buyer,
the rescission of the August 2005  settlement and release,  and for the Buyer to
participate in the Claimant and Creditor Liabilities  Restructuring with respect
to the settlement of Ms. Graul's original claim.

STOCK  SUBSCRIPTION  AND MUTUAL  RELEASE  AGREEMENTS  WITH PATRICK ALLIN AND THE
ALLIN DYNASTIC TRUST

On January 1, 2006,  the  Company  and Mr.  Allin and the Allin  Dynastic  Trust
entered into Stock  Subscription  Agreement and Mutual Release  agreements  (the
"Series  A-1  Agreements')  to settle all claims in law,  equity,  or  otherwise
("Allin Subscriber Claims") arising out of the business relationship between the
parties that Mr. Allin and the Allin  Dynastic  Trust may have with the Company.
The Series A-1 Agreements provide for the issuance of 1,875,000 shares of Series
A-1  Preferred  Stock to Mr.  Allin and 625,000  shares of Series A-1  Preferred
Stock to the Allin Dynastic Trust. The aggregate purchase price is equivalent to
the value of the Allin  Subscriber  Claims being settled through this settlement
and  release.  The total of these  claims  at  December  31,  2005  amounted  to
$2,000,000.  Mr. Allin and the Allin Dynastic Trust are each deemed to have paid
for the Series A-1 Preferred  Stock through the  settlement and release of Allin
Subscriber Claims.  Each share of Series A-1 Preferred Stock shall automatically
convert into ten shares of the Company's common stock upon the  effectiveness of
an amendment to the Company's  certificate of incorporation which provides for a
sufficient  number of  authorized  but  unissued  and  unreserved  shares of the
Company's  common stock to permit the  conversion of all issued and  outstanding
shares of Series A-1  Preferred.  See Note 23 for further  details of the Series
A-1 Preferred and the Creditor and Claimant Liabilities Restructuring.

SETTLEMENT OF LINTING LAWSUIT


                                       99



On February  14,  2006,  the Company and Richard  Linting  entered  into a Stock
Subscription  Agreement & Mutual  Release  ("Linting  Agreement")  to settle all
claims in law, equity or otherwise ("Linting  Subscriber Claims") arising out of
the business relationship between the parties that Mr. Linting may have with the
Company.  The Linting  Agreement  provides for the issuance of 1,777,261  shares
(the "Shelved Stock") of Series A-1 Preferred.  The aggregate  purchase price is
equivalent to the value of the Linting  Subscriber  Claims being settled through
this settlement and release.  The total set aside purchase price for the Shelved
Stock  shall be $0.80 per share or an  aggregate  of  $1,421,809.  Mr Linting is
deemed to have paid for the Series A-1  Preferred  through  the  settlement  and
release of the Linting  Subscriber  Claims.  Each share of Series A-1  Preferred
shall  automatically  convert into ten shares of the Company's common stock upon
the effectiveness of an amendment to the Company's  certificate of incorporation
which provides for a sufficient number of authorized but unissued and unreserved
shares of the Company's  common stock to permit the conversion of all issued and
outstanding  shares of Series A-1  Preferred.  This  agreement  provides for the
transfer  of the Shelved  Stock in stock  certificate  installments  and in such
numbers and at such times as directed by Mr. Linting.  See above in this Note 23
for further  details of the Series A-1  Preferred  and the Creditor and Claimant
Liabilities Restructuring.

SETTLEMENT OF HARARY, ET AL. LAWSUITS

On March 27,  2006,  the  Company  reached  agreement  with Paul  Harary,  Paris
McKinzie,  Maria Caporicci,  LLB Ltd. and DGC, Inc. (the "Subscribers")  whereby
each of the Subscribers and the Company mutually release the other party and its
respective stockholders,  directors,  officers, employees, etc. from any and all
past, present and future claims that can or have been brought by the other party
relating  to any  act or  omission  occurring  on or  prior  to the  date of the
Agreement.  Additionally,  the Company  agreed to a payment to the  Subscribers,
including  attorneys fees, of $125,090.  The Subscribers agreed to purchase from
the Company  3,000,000  shares of the Company's  Series A-1 Preferred Stock, the
purchase  price for the stock shall be $0.80 per share and shall be paid through
this  settlement  and release of $2,400,000 of Subscriber  claims.  As described
above in the  Creditor and Claimant  Liabilities  Restructuring,  the Series A-1
Preferred  will convert  automatically  into 10 shares of the  Company's  common
stock upon the  effectiveness  of an amendment to the Company's  certificate  of
incorporation  which provides for a sufficient number of authorized but unissued
and unreserved  shares of the Company's common stock to permit the conversion of
all issued and  outstanding  shares of Series A-1  Preferred.  See above in this
Note 23 for further  details of the Series A-1  Preferred  and the  Creditor and
Claimant Liabilities Restructuring

BRADEN WAVERLEY, CHIEF OPERATING OFFICER - EMPLOYMENT AGREEMENT

On February 17, 2006,  the Company  entered into an  employment  agreement  (the
"Waverley Agreement") with Braden Waverley ("Waverley"), the Company's new Chief
Operating Officer. The term of the Waverley Agreement is one year with automatic
one-year  renewal  unless  Mr.  Waverley  is  provided  with  written  notice of
non-renewal  90 days prior to  expiration  of the current  term of the  Waverley
Agreement.  The  Waverley  Agreement  provides for a base salary of $200,000 per
year.  The Waverley  Agreement  provides for a performance  bonus  determined in
accordance  with revenue  milestones  established by the Board of Directors on a
quarterly  basis.  Mr.  Waverley  is eligible to receive a bonus of up to 75% of
base salary for each quarter  that the Company  achieves the agreed upon revenue
milestones. Additionally, the Waverley Agreement provides for the grant of stock
options in an amount representing an aggregate 3.5% of the outstanding shares of
Company  common  stock  on  the  date  of  grant  ("Waverley   Initial  Grant").
Additionally,  upon the  completion  of the Creditor  and  Claimant  Liabilities
Restructuring,  Mr.  Waverley  will be granted an additional  option  ("Waverley
Additional  Option") which together with the Waverley Initial Grant shall enable
Mr.  Waverley to  purchase,  along with the  Waverley  Initial  Grant  shares of
Company  common  stock   representing  3.5%  of  the  common  stock  issued  and
outstanding   after   completion  of  the  Creditor  and  Claimant   Liabilities
Restructuring  on a fully-diluted  basis.  These options have a term of 10 years
and vest 20% on the date of grant and  1/48th of the  balance on the last day of
each  month  for  the  next  48  months  following  the  effective  date of this
agreement.

MARTIN T. JOHNSON, CHIEF FINANCIAL OFFICER - EMPLOYMENT AGREEMENT

On February 17, 2006,  the Company  entered into an  employment  agreement  (the
"Johnson Agreement") with Martin T. Johnson ("Johnson"), the Company's new Chief
Financial Officer.  The term of the Johnson Agreement is one year with automatic
one-year  renewal  unless  Mr.  Johnson  is  provided  with  written  notice  of
non-renewal  90 days prior to  expiration  of the  current  term of the  Johnson
Agreement.  The Johnson  Agreement  provides  for a base salary of $180,000  per
year.  The Johnson  Agreement  provides for a  performance  bonus  determined in
accordance  with revenue  milestones  established by the Board of Directors on a
quarterly basis. Mr. Johnson is eligible to receive a bonus of up to 50% of base
salary for each  quarter  that the  Company  achieves  the agreed  upon  revenue
milestones.  Additionally, the Johnson Agreement provides for the grant of stock
options in an amount representing an aggregate


                                       100



1.25% of the  outstanding  shares of Company  common  stock on the date of grant
("Johnson Initial Grant"). Additionally, upon the completion of the Creditor and
Claimant  Liabilities  Restructuring,  Mr. Johnson will be granted an additional
option  ("Johnson  Additional  Option") which together with the Johnson  Initial
Grant shall enable Mr. Johnson to purchase, along with the Johnson Initial Grant
shares of Company common stock representing 1.25% of the common stock issued and
outstanding   after   completion  of  the  Creditor  and  Claimant   Liabilities
Restructuring  on a fully-diluted  basis.  These options have a term of 10 years
and vest 20% on the date of grant and  1/48th of the  balance on the last day of
each  month  for  the  next  48  months  following  the  effective  date of this
agreement.

ROBERT CROSS - BONUS ARRANGEMENT

On March 7, 2006, the Patron Board of Directors,  in executive  session  without
Mr. Cross being present,  approved a bonus arrangement ("Bonus Arrangement") for
Mr.  Cross.  The  Bonus  Arrangement  provides  for (i) a cash  bonus  equal  to
$200,000,  grossed up for taxes (the "Cash Bonus"), (ii) the Cash Bonus would be
payable  only after  agreement  has been  reached  with  creditors  holding  the
applicable  percentage of Patron's  creditor  obligations agree to convert their
obligations under the Creditor and Claimant  Liabilities  Restructuring and when
the funding escrow  established  by Laidlaw has been released (the  "Eligibility
Date"),  (iii) 50% of the Cash Bonus would be paid on the Eligibility  Date, and
the  other 50% would be paid in ten equal  monthly  installments  beginning  one
month  following the  Eligibility  Date, and (iv) on the  Eligibility  Date, Mr.
Cross would be granted a stock  option in an amount  representing  an  aggregate
2.5% of the outstanding  shares of Company common stock on the Eligibility  Date
("Initial Cross Grant").  Additionally,  upon the completion of the Creditor and
Claimant  Liabilities  Restructuring,  Mr.  Cross will be granted an  additional
option ("Cross  Additional  Option") which together with the Cross Initial Grant
shall enable Mr. Cross to purchase, along with the Cross Initial Grant shares of
Company  common  stock   representing  2.5%  of  the  common  stock  issued  and
outstanding   after   completion  of  the  Creditor  and  Claimant   Liabilities
Restructuring  on a fully-diluted  basis.  These options have a term of 10 years
and vest 20% on the date of grant and  1/48th of the  balance on the last day of
each month for the next 48 months following the Eligibility Date.


                                       101



                              FINANCIAL STATEMENTS.
                              PATRON SYSTEMS, INC.
                                 MARCH 31, 2006

                                    CONTENTS

FINANCIAL STATEMENTS

    Consolidated Balance Sheet as of March 31, 2006                          103

    Consolidated Statements of Operations for the three months ended
       March 31, 2006 and 2005                                               104

    Consolidated Statements of Stockholders' Equity for the three
       months ended March 31, 2006
                                                                             105
    Consolidated Statements of Cash Flows for the three months ended
       March 31, 2006 and 2005                                               106

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                   107


                                      102



                      PATRON SYSTEMS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                   (Unaudited)

ASSETS                                                            MARCH 31, 2006
                                                                   ------------
Current Assets
  Cash and cash equivalents ...................................    $    141,430
  Restricted cash .............................................       1,468,813
  Accounts receivable, net ....................................          55,545
  Other current assets ........................................         135,059
                                                                   ------------
     Total current assets .....................................       1,800,847

Property and equipment, net ...................................         101,544
Intangible assets, net ........................................       1,385,717
Unbilled accounts receivable ..................................          54,654
Net assets of discontinued operation ..........................          94,277
Goodwill ......................................................       9,510,716
                                                                   ------------
     Total assets .............................................    $ 12,947,755
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable ............................................    $  1,239,813
  Accrued payroll and related expenses ........................         447,253
  Accrued interest ............................................         744,679
  Notes payable (to creditors of acquired business);
     including $1,538,129 to related parties ..................       1,790,911
  Demand notes payable ........................................         471,056
  Expense reimbursements due to officers and stockholders .....         166,183
  Accrued registration penalty ................................          84,780
  Deferred revenue ............................................         190,009
  Notes payable to officers and stockholders ..................         235,712
  Other current liabilities ...................................         515,173
  Bridge notes payable ........................................       1,544,975
  Net liabilities of discontinued operations ..................          30,201
                                                                   ------------
     Total current liabilities ................................       7,460,745
                                                                   ------------

Commitments and Contingencies

Stockholders' Equity
  Preferred stock, par value $0.01 per share, 75,000,000
  shares authorized,
       - Series A Convertible:  2,160 shares authorized;
          893 shares issued and outstanding
          liquidation preference of $5,581,250 ................               9
       - Series A-1 convertible: 50,000,000 authorized;
          33,420,078 issued and outstanding
          liquidation preference of $26,736,063 ...............         334,201
  Common stock, par value $0.01 per share, 150,000,000
     shares authorized, 56,398,360 shares issued and
     outstanding ..............................................         563,984
  Additional paid-in capital ..................................      93,376,917
  Accumulated deficit .........................................     (88,788,101)
                                                                   ------------
     Total stockholders' equity ...............................       5,487,010
                                                                   ------------
     Total liabilities and stockholders' equity ...............    $ 12,947,755
                                                                   ============

See notes to condensed consolidated financial statements.


                                      103




                      PATRON SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


                                                            THREE MONTHS ENDED MARCH 31,
                                                           ----------------------------
                                                               2006            2005
                                                           ------------    ------------
                                                                     
Revenue ................................................   $    261,785    $      6,430
                                                           ------------    ------------

Cost of Sales
  Cost of products/services ............................         29,897           2,003
  Amortization of technology ...........................         27,522          19,230
                                                           ------------    ------------
    Total cost of sales ................................         57,419          21,233
                                                           ------------    ------------
  Gross profit .........................................        204,366         (14,803)
                                                           ------------    ------------

Operating Expenses
  Salaries and related expenses ........................      1,010,123         370,349
  Professional fees ....................................        658,115         141,401
  General and administrative (includes non-employee
     stock-based compensation of $0 and $508,500
     for the three months ended March 31, 2006 and
     2005, respectively) ...............................        323,909         722,064
  Amortization of intangibles ..........................         30,814           8,063
  Stock based penalties under financing arrangements ...          2,852         369,000
  Settlement charge ....................................        858,213            --
                                                           ------------    ------------
     Total operating expenses ..........................      2,884,026       1,610,877
                                                           ------------    ------------

Loss from operations ...................................     (2,679,660)     (1,625,680)
                                                           ------------    ------------

Other Income (Expense)
Interest income ........................................           --            19,250
Interest expense .......................................     (1,615,514)       (494,988)
Gain on sale of property and equpment ..................             62            --
                                                           ------------    ------------
Total Other Expense ....................................     (1,615,452)       (475,738)
                                                           ------------    ------------
     Loss from continuing operations before income taxes     (4,295,112)     (2,101,418)

  Income taxes .........................................           --              --

                                                           ------------    ------------
Loss from continuing operations ........................     (4,295,112)     (2,101,418)
                                                           ------------    ------------

Loss from discontinued operations ......................       (104,962)       (102,377)

                                                           ------------    ------------
Net loss ...............................................   $ (4,400,074)   $ (2,203,795)
                                                           ============    ============

Net Loss Per Share - Basic and Diluted
  - Continuing operations ..............................   $      (0.07)   $      (0.04)
  - Discontinued operations ............................          (0.00)          (0.00)
                                                           ------------    ------------
  - Total ..............................................   $      (0.07)   $      (0.04)
                                                           ============    ============

Weighted Average Number of Common Shares Outstanding
   - Basic and Diluted .................................     62,518,619      50,686,749
                                                           ============    ============



See notes to condensed consolidated financial statements.


                                      104




                      PATRON SYSTEMS, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                   (UNAUDITED)


                                                     SHARES OF      PAR VALUE       SHARES OF     PAR VALUE
                                                     SERIES A       SERIES A       SERIES A-1     SERIES A-1     SHARES OF
                                                     PREFERRED      PREFERRED       PREFERRED     PREFERRED        COMMON
                                                       STOCK          STOCK           STOCK         STOCK          STOCK
                                                    ------------   ------------   ------------   ------------   ------------
                                                                                                   
Balance, January 1, 2006 ........................           --     $       --             --     $       --       59,348,360

Amortization of deferred stock-based compensation           --             --             --             --             --
Issuance of Series A Preferred Stock to investors            893              9           --             --             --
Issuance of warrants in connection with bridge
   loan extension - extension warrants ..........           --             --             --             --             --
Conversion option penalty incurred upon default
   of Bridge Financing III ......................           --             --             --             --             --
Issuance of Series A-1 Preferred stock in
   settlement of debt ...........................           --             --       33,420,078        334,201     (2,950,000)
Vested portion of stock options .................           --             --             --             --             --
Net Loss ........................................           --             --             --             --             --
                                                    ------------   ------------   ------------   ------------   ------------

 BALANCE MARCH 31, 2006 .........................            893   $          9     33,420,078   $    334,201     56,398,360
                                                    ============   ============   ============   ============   ============


                                                                                      COMMON
                                                      PAR VALUE      ADDITIONAL       STOCK
                                                       COMMON         PAID IN       REPURCHASE       DEFERRED      ACCUMULATED
                                                        STOCK         CAPITAL       OBLIGATION     COMPENSATION      DEFICIT
                                                    ------------    ------------   ------------    ------------    ------------
                                                                                                    
Balance, January 1, 2006 ........................   $    593,484    $ 65,027,575   $ (1,300,000)   $     (7,500)   $(84,388,027)

Amortization of deferred stock-based compensation           --              --             --             7,500            --
Issuance of Series A Preferred Stock to investors           --         4,465,491           --              --              --
Issuance of warrants in connection with bridge
   loan extension - extension warrants ..........           --            48,129           --              --              --
Conversion option penalty incurred upon default
   of Bridge Financing III ......................           --           550,000           --              --              --
Issuance of Series A-1 Preferred stock in
   settlement of debt ...........................        (29,500)     23,112,387      1,300,000            --              --
Vested portion of stock options .................           --           173,335           --              --              --
Net Loss ........................................           --              --             --              --        (4,400,074)
                                                    ------------    ------------   ------------    ------------    ------------

 BALANCE MARCH 31, 2006 .........................   $    563,984    $ 93,376,917   $       --      $       --      $(88,788,101)
                                                    ============    ============   ============    ============    ============



                                                        TOTAL
                                                    ------------
                                                 
Balance, January 1, 2006 ........................   $(20,074,468)

Amortization of deferred stock-based compensation          7,500
Issuance of Series A Preferred Stock to investors      4,465,500
Issuance of warrants in connection with bridge
   loan extension - extension warrants ..........         48,129
Conversion option penalty incurred upon default
   of Bridge Financing III ......................        550,000
Issuance of Series A-1 Preferred stock in
   settlement of debt ...........................     24,717,088
Vested portion of stock options .................        173,335
Net Loss ........................................     (4,400,074)
                                                    ------------

 BALANCE MARCH 31, 2006 .........................   $  5,487,010
                                                    ============


See notes to condensed consolidated financial statements.


                                      105




                      PATRON SYSTEMS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                                       THREE MONTHS ENDED MARCH 31,
                                                                       --------------------------
                                                                           2006           2006
                                                                       -----------    -----------
                                                                                
Cash Flows from Operating Activities
   Net loss ........................................................   $(4,400,074)   $(2,203,795)
                                                                       -----------    -----------
   Adjustments to reconcile net loss to net cash used in
   operating activities:
      Depreciation and amortization ................................        70,796         19,525
      Amortization of deferred compensation ........................         7,500        508,500
      Accretion related to warrants issued for notes payable .......        20,909        260,965
      Amortization of deferred financing costs .....................       282,129        153,520
      Stock based penalty under financing arrangements .............         2,852        369,000
      Non-cash interest income .....................................          --          (19,250)
      Non-cash increase in interest payable to former stockholder ..        48,400           --
      Conversion option in connection with bridge note holders .....       550,000           --
      Stock based compensation .....................................       173,335           --
      Loss on issuance of preferred stock in settlement of debt ....       858,213           --
      Changes in assets and liabilities:
         Restricted cash escrowed to settle liabilities assumed ....      (957,122)    (1,388,000)
         Prepaid expenses ..........................................          --           10,637
         Accounts receivable .......................................       113,945        (58,518)
         Other current assets ......................................        17,809        110,533
         Accounts payable ..........................................      (268,700)      (325,017)
         Accrued interest ..........................................       429,027         94,827
         Deferred revenue ..........................................      (142,072)        35,283
         Expense reimbursements due to officers and shareholders ...        (7,354)       (94,500)
         Accrued payroll and payroll related expenses ..............      (311,041)       (72,250)
         Loss on sale of fixed assets ..............................           (62)          --
         Other current liabilities .................................      (197,271)        31,439
         Other accrued expenses ....................................          --           (3,413)
                                                                       -----------    -----------
   Total adjustments ...............................................       691,293       (366,719)
                                                                       -----------    -----------
NET CASH USED IN OPERATIONS - CONTINUING OPERATIONS ................    (3,708,781)    (2,570,514)
NET CASH USED IN OPERATIONS - DISCONTINUED OPERATIONS ..............       (31,076)
                                                                       -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES ..............................    (3,739,857)    (2,570,514)
                                                                       -----------    -----------

CASH FLOWS USED IN INVESTING ACTIVITIES
   Cash payments in purchase business combinations .................          --         (857,633)
   Cash acquired in purchase business combinations .................          --          416,397
   Cash received from sale of property and equipment ...............          --             --
   Purchase and development of technology ..........................      (211,294)          --
   Proceeds from sale of fixed assets ..............................         1,755           --
   Purchase of fixed assets ........................................       (12,689)       (32,055)
                                                                       -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES - CONTINUING OPERATIONS ......      (222,228)      (473,291)
NET CASH USED IN INVESTING ACTIVITIES - DISCONTINUED OPERATIONS ....        (3,000)
                                                                       -----------    -----------
NET CASH USED IN INVESTING ACTIVITIES ..............................      (225,228)      (473,291)
                                                                       -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Expenses financed by (repaid to) officers and stockholders ......          --         (225,000)
   Payments on settlement of accommodation agreements ..............      (125,000)          --
   Advances from stockholders ......................................          --          500,000
   Deferred financing costs ........................................       (54,000)      (316,579)
   Proceeds from issuance of preferred series A stock ..............     4,285,501           --
   Proceeds from issuance of bridge notes ..........................          --        3,500,000
   Repayments of advances from shareholders ........................          --          (93,796)
                                                                       -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES - CONTINUING OPERATIONS ..     4,106,501      3,364,625
                                                                       -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS ..........................   $   141,416    $   320,820

CASH AND CASH EQUIVALENTS, beginning of period .....................   $        14    $    45,901
                                                                       -----------    -----------
CASH AND CASH EQUIVALENTS, end of period ...........................   $   141,430    $   366,721
                                                                       ===========    ===========

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
  Interest .........................................................       285,476        214,428


See notes to condensed consolidated financial statements.


                                      106



                      PATRON SYSTEMS, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                 MARCH 31, 2006

NOTE 1 - BASIS OF INTERIM FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements of Patron
Systems,  Inc. and  subsidiaries  (the "Company,"  "Patron," "us," or "we") have
been prepared in accordance with accounting principles generally accepted in the
United States for interim  financial  information  and the  instructions to Form
10-QSB.  Accordingly,  they do not include  all the  information  and  footnotes
required by accounting  principles  generally  accepted in the United States for
complete  financial  statements.  In the opinion of management,  all adjustments
(which include only normal  recurring  adjustments)  necessary to present fairly
the financial  position,  results of  operations  and cash flows for all periods
presented have been made. The results of operations for the  three-month  period
ended March 31, 2006 are not  necessarily  indicative of the  operating  results
that may be expected for the entire year ending December 31, 2006.

This form 10-QSB should be read in conjunction with the Company's 10-KSB for the
year ended December 31, 2005.


NOTE 2 - THE COMPANY

ORGANIZATION AND DESCRIPTION OF BUSINESS

Patron Systems, Inc., ("Systems") is a Delaware corporation formed in April 2002
to provide  comprehensive,  end-to-end  information security solutions to global
corporations and government institutions.

Pursuant to an Amended and Restated Share Exchange  Agreement  dated October 11,
2002, Combined  Professional  Services ("CPS"),  Systems and the stockholders of
Systems  consummated a share  exchange  ("Share  Exchange").  As a result of the
Share  Exchange,   the  former  stockholders  of  Systems  became  the  majority
stockholders of CPS. Accordingly,  Systems became the accounting acquirer of CPS
and the exchange was accounted for as a reverse merger and  recapitalization  of
Systems.  CPS  subsequently  merged with  Systems,  with Systems  surviving  the
merger. The combined entity continued to use the name Patron Systems, Inc.


NOTE 3 - LIQUIDITY AND FINANCIAL CONDITION

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The Company  incurred a net loss of
$4,400,074  for the  three  months  ended  March 31,  2006,  which  includes  an
aggregate of $2,014,134 of non-cash charges including the conversion option cost
for bridge note and subordinated note holders,  non-cash  interest expense,  the
amortization  of deferred  compensation  and the charge for stock  option  based
compensation.  The  Company  used  net  cash  in  its  operating  activities  of
$3,739,857  during the three months ended March 31, 2006. The Company's  working
capital  deficiency at March 31, 2006 amounted to $5,659,898  and the Company is
continuing  to  experience  shortages  in working  capital.  The Company is also
involved in litigation and is being  investigated by the Securities and Exchange
Commission with respect to certain of its press releases and its use of form S-8
to register shares of common stock issued to certain  consultants (Note 15). The
Company  cannot provide any assurance that the outcome of these matters will not
have a material  adverse  affect on its ability to sustain the  business.  These
matters raise  substantial  doubt about the  Company's  ability to continue as a
going  concern.  The  accompanying  financial  statements  do  not  include  any
adjustments that may result from the outcome of this uncertainty.


The Company expects to continue  incurring losses for the foreseeable future due
to the  inherent  uncertainty  that is related to  establishing  the  commercial
feasibility of technological  products and developing a presence in new markets.
The Company's ability to successfully market its software products, grow revenue
and generate cash flows of certain businesses it acquired in 2005 is critical to
the realization of its business plan. The Company raised


                                      107



$4,285,501  of gross  proceeds  ($3,946,450  net  proceeds  after the payment of
certain transaction expenses) in financing  transactions during the three months
ended March 31, 2006. The Company used  $3,739,857 of these proceeds to fund its
operations and a net of $225,228 in investing  activities.  On January 12, 2006,
the Company  offered its creditors and claimants an agreement to receive  Series
A-1  Convertible  Preferred  Stock,  par  value  $0.01 per  share  ("Series  A-1
Preferred")  for  amounts  owed to the  holders  of the  Company's  indebtedness
(including  lenders,  past-due trade  accounts,  and employees,  consultants and
other service  providers with claims for fees,  wages or expenses) (Note 16). As
of March 31, 2006,  Creditors  representing  approximately  82% of the Company's
outstanding  claims  accepted  this  proposal  by signing and  returning  to the
Company the Stock  Subscription  Agreement  and Mutual  Release.  The Company is
currently unable to determine whether all of its remaining creditors will accept
its proposal or that the  acceptance of such proposal will actually  improve the
Company's  ability  to fund the  further  development  of its  business  plan or
improve its operations.

The  Company is  currently  in the  process of  attempting  to raise  additional
capital and has taken certain steps to conserve its liquidity while it continues
to integrate the businesses  acquired in 2005. Although management believes that
the  Company  has access to capital  resources,  the Company has not secured any
commitments  for additional  financing at this time nor can the Company  provide
any  assurance  that it will be  successful  in its efforts to raise  additional
capital and/or successfully execute its business plan.


NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated  financial  statements  include the accounts of the Company and
its  wholly-owned  subsidiaries,   Entelagent  Software  Corporation,   Complete
Security Solutions,  Inc.,  LucidLine,  Inc. and PILEC Disbursement Company. All
significant inter-company transactions have been eliminated.

CASH

The Company  considers  all highly  liquid  securities  purchased  with original
maturities of three months or less to be cash.

REVENUE RECOGNITION

The Company derives revenues from the following  sources:  (1) sales of computer
software,  which includes new software licenses and software updates and product
support  revenues and (2) services,  which  include  internet  access,  back-up,
retrieval and restoration services and professional consulting services.

The Company  applies the revenue  recognition  principles  set forth under AICPA
Statement of Position ("SOP") 97-2 "Software Revenue Recognition" and Securities
and  Exchange   Commission  Staff  Accounting   Bulletin  ("SAB")  104  "Revenue
Recognition"  with  respect to its  revenue.  Accordingly,  the Company  records
revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has
occurred,   (iii)  the  vendor's  fee  is  fixed  or   determinable,   and  (iv)
collectability is reasonably assured.

The Company  generates  revenues  through sales of software  licenses and annual
support subscription  agreements,  which include access to technical support and
software  updates  (if  and  when  available).  Software  license  revenues  are
generated  from  licensing the rights to use products  directly to end-users and
through third party service providers.

Revenues from software license agreements are generally recognized upon delivery
of software to the customer.  All of the Company's  software sales are supported
by a written  contract or other evidence of sale  transaction such as a customer
purchase order.  These forms of evidence  clearly  indicate the selling price to
the  customer,  shipping  terms,  payment  terms  (generally 30 days) and refund
policy,  if any. The selling  prices of these products are fixed at the time the
sale is consummated.


                                      108



Revenue from post contract customer support arrangements or undelivered elements
are deferred and  recognized at the time of delivery or over the period in which
the services are performed based on vendor specific  objective  evidence of fair
value for such  undelivered  elements.  Vendor  specific  objective  evidence is
typically  based on the price charged when an element is sold  separately or, if
an element is not sold  separately,  on the price  established  by an authorized
level of management,  if it is probable that the price, once  established,  will
not change  before  market  introduction.  The Company uses the residual  method
prescribed in SOP 98-9,  "Modification of SOP 97-2, Software Revenue Recognition
With Respect to Certain  Transaction" to allocate revenues to delivered elements
once it has  established  vendor-specific  objective  evidence of fair value for
such undelivered elements.

The Company provides its internet access and back-up,  retrieval and restoration
services  under  contractual  arrangements  with terms  ranging from 1 year to 5
years.   These  contracts  are  billed  monthly,   in  advance,   based  on  the
contractually  stated  rates.  At the  inception of a contract,  the Company may
activate the customer's account for a contractual fee that it amortizes over the
term of the  contract  in  accordance  with  Emerging  Issues  Task Force  Issue
("EITF") 00-21, "Revenue Arrangements with Multiple Deliverables." The Company's
standard contracts are automatically renewable by the customer unless terminated
on 30 days written notice.  Early termination of the contract  generally results
in an early  termination fee equal to the lesser of six months of service or the
remaining term of the contract.

Professional  consulting  services  are  billed  based on the number of hours of
consultant   services  provided  and  the  hourly  billing  rates.  The  Company
recognizes revenue under these arrangements as the service is performed.

Revenue from the resale of third-party  hardware and software is recognized upon
delivery  provided  there are no  further  obligations  to install or modify the
hardware or software. Revenue from the sales of hardware/software is recorded at
the gross amount of the sale when the contract  satisfies  the  requirements  of
EITF 99-19 "Reporting Revenue Gross as a Principal versus Net as Agent."

BUSINESS COMBINATIONS

In accordance  with business  combination  accounting,  we allocate the purchase
price of acquired  companies  to the tangible and  intangible  assets  acquired,
liabilities  assumed,  as well as in-process  research and development  based on
their estimated fair values.  We engaged a third-party  appraisal firm to assist
management  in  determining  the fair  values of  certain  assets  acquired  and
liabilities  assumed.  Such a valuation requires  management to make significant
estimates and assumptions, especially with respect to intangible assets.

Management makes estimates of fair value based upon  assumptions  believed to be
reasonable.  These estimates are based on historical  experience and information
obtained from the management of the acquired  companies.  Critical  estimates in
valuing certain of the intangible  assets include but are not limited to: future
expected  cash  flows  from  license  sales,  maintenance  agreements,  customer
contracts and acquired  developed  technologies;  expected  costs to develop the
in-process  research and development  into  commercially  viable  products;  the
acquired  company's brand awareness and market position,  as well as assumptions
about the  period of time the  acquired  brand will  continue  to be used in the
combined  company's product  portfolio;  and discount rates. These estimates are
inherently  uncertain  and  unpredictable.  Assumptions  may  be  incomplete  or
inaccurate,  and  unanticipated  events and  circumstances  may occur  which may
affect  the  accuracy  or  validity  of such  assumptions,  estimates  or actual
results.

ACCOUNTS RECEIVABLE

The  Company  adjusts  its  accounts  receivable  balances  that it  deems to be
uncollectible.  The  allowance  for  doubtful  accounts  is the  Company's  best
estimate  of the amount of  probable  credit  losses in the  Company's  existing
accounts receivable.  The Company reviews its allowance for doubtful accounts on
a monthly basis and  determines  the allowance  based on an analysis of its past
due  accounts.  All  past  due  balances  that  are  over 90 days  are  reviewed
individually  for  collectability.  Account balances are charged off against the
allowance  after all means of collection  have been  exhausted and the potential
for recovery is considered remote.


                                      109



PROPERTY AND EQUIPMENT

Property and  equipment is stated at cost.  Depreciation  is computed  using the
straight-line  method over the estimated  useful lives of the assets  (generally
three to five  years).  Maintenance  and  repairs  are  charged  to  expense  as
incurred; cost of major additions and betterments are capitalized. When property
and equipment is sold or otherwise disposed of, the cost and related accumulated
depreciation  are eliminated from the accounts and any resulting gains or losses
are reflected in the statement of operations in the period of disposal.

GOODWILL AND INTANGIBLE ASSETS

We account for Goodwill and  Intangible  Assets in accordance  with Statement of
Financial  Accounting  Standards ("SFAS") No. 141,  "Business  Combinations" and
SFAS No.  142,  "Goodwill  and Other  Intangible  Assets."  Under SFAS No.  142,
goodwill and intangibles  that are deemed to have indefinite lives are no longer
amortized but,  instead,  are to be reviewed at least  annually for  impairment.
Application of the goodwill  impairment  test requires  judgment,  including the
identification of reporting units, assigning assets and liabilities to reporting
units,  assigning  goodwill to reporting  units, and determining the fair value.
Significant  judgments  required to estimate the fair value of  reporting  units
include estimating future cash flows, determining appropriate discount rates and
other  assumptions.  Changes in these estimates and assumptions could materially
affect the  determination  of fair value  and/or  goodwill  impairment  for each
reporting  unit.  We have  recorded  goodwill in  connection  with the Company's
acquisitions described in Note 5 amounting to $22,440,412.  The Company's annual
impairment review of goodwill resulted in goodwill  impairment  charges totaling
$12,929,696  for the  year  ended  December  31,  2005  (Note  5)  resulting  in
$9,510,716  in  goodwill at March 31,  2006.  Intangible  assets  continue to be
amortized over their estimated useful lives.

LONG LIVED ASSETS

The Company periodically reviews the carrying values of its long lived assets in
accordance  with SFAS 144,  "Long  Lived  Assets"  when  events  or  changes  in
circumstances would indicate that it is more likely than not that their carrying
values may exceed their  realizable  value and records  impairment  charges when
necessary.  The Company's review of the carrying values of its long lived assets
resulted in an impairment  charge of $1,705,455  for the year ended December 31,
2005 (Note 8).

USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

In preparing  financial  statements in  conformity  with  accounting  principles
generally  accepted in the United  States of America,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the  financial  statements  and revenue  and  expenses  during the  reporting
period. The Company's significant estimates principally include the valuation of
its  intangible  assets and goodwill  and accrued  liability  for the  Company's
estimate of the fair value of preferred  stock issued upon the settlement of the
creditor and claimant liabilities  restructuring in March 2006 (Note 16). Actual
results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  carrying  amounts  reported  in  the  balance  sheet  for  cash,   accounts
receivable,  accounts payable accrued  expenses,  advances from stockholders and
all note obligations  classified as current  liabilities  approximate their fair
values  based on the  short-term  maturity of these  instruments.  The  carrying
amounts of the Company's  convertible and subordinated note  obligations,  stock
repurchase  obligation  and common stock subject to put right  approximate  fair
value as such instruments feature contractual interest rates that are consistent
with  current  market  rates  of  interest  or have  effective  yields  that are
consistent with instruments of similar risk, when taken together with any equity
instruments concurrently issued to holders.


                                      110



CONVERTIBLE PREFERRED STOCK

The Company accounts for conversion  options  embedded in convertible  preferred
stock in accordance with Statement of Financial  Accounting Standard ("SFAS) No.
133 "Accounting for Derivative  Instruments and Hedging Activities" ("SFAS 133")
and Emerging  Issues Task Force Issue ("EITF") 00-19  "Accounting for Derivative
Financial  Instruments  Indexed to, and Potentially  Settled in, a Company's Own
Stock"  ("EITF  00-19").  SFAS 133  generally  requires  companies  to bifurcate
conversion options embedded in convertible notes and preferred shares from their
host instruments and to account for them as free standing  derivative  financial
instruments in accordance with EITF 00-19. SFAS 133 provides for an exception to
this rule when convertible notes and mandatorily redeemable preferred shares, as
host instruments, are deemed to be conventional as that term is described in the
implementation  guidance  provided in paragraph 61 (k) of Appendix A to SFAS 133
and further clarified in EITF 05-2 "The Meaning of Conventional Convertible Debt
Instrument" in Issue No. 00-19.

SFAS 133  provides  for an  additional  exception to this rule when the economic
characteristics and risks of the embedded derivative  instrument are clearly and
closely  related  to  the  economic   characteristics  and  risks  of  the  host
instrument.

The  Company  determined  that the  conversion  option  embedded in its Series A
Convertible Preferred stock, par value $0.01 per share ("Series A Preferred") is
not a free standing  derivative in accordance with the  implementation  guidance
provided in paragraph 61 (l) of Appendix A to SFAS 133.

STOCK BASED COMPENSATION

Prior to January 1, 2006, the Company accounted for employee stock  transactions
in  accordance  with  Accounting   Principles   Board  ("APB")  Opinion  No.  25
"Accounting  for Stock Issued to  Employees."  The Company  applied the proforma
disclosure   requirements   of  SFAS  No.  123   "Accounting   for   Stock-Based
Compensation."

Effective  January 1, 2006,  the Company  adopted  SFAS No.  123R  "Share  Based
Payment". This statement is a revision of SFAS Statement No. 123, and supersedes
APB Opinion No. 25, and its related implementation guidance. SFAS 123R addresses
all forms of share based payment  ("SBP") awards  including  shares issued under
employee  stock  purchase  plans,  stock  options,  restricted  stock  and stock
appreciation  rights.  Under SFAS 123R, SBP awards result in a cost that will be
measured at fair value on the awards' grant date,  based on the estimated number
of awards that are expected to vest that will result in a charge to  operations.
Consequently  during  the  three  months  ended  March  31,  2006,  the  Company
recognized  $173,335  in  expenses,  which  represents  the fair  value of stock
options that have vested during the period ended March 31, 2006.

For the three months ended March 31, 2005,  the Company  applied APB Opinion No.
25,  "Accounting for Stock Issued to Employees." As required under SFAS No. 148,
"Accounting  for  Stock-based  Compensation  - Transition and  Disclosure,"  the
following table presents pro-forma net income and basic and diluted earnings per
share as if the fair  value-based  method had been applied to all awards  during
that period.


                                      111



                                                                    THREE MONTHS
                                                                        ENDED
                                                                      MARCH 31,
                                                                        2005
                                                                    -----------
Net Loss ......................................................     $(2,203,795)
Stock-based employee compensation cost, under fair
   value accounting ...........................................        (185,278)
                                                                    -----------
Pro-forma net loss under Fair Value Method ....................     $(2,389,073)
                                                                    -----------

Loss per share
   Basic and Diluted ..........................................     $     (0.04)

Per share stock-based employee compensation cost, under
   fair value accounting
Pro-forma loss per share, Basic and Diluted ...................     $     (0.05)


COMMON STOCK PURCHASE WARRANTS

The Company  accounts for the issuance of common stock purchase  warrants issued
with  registration  rights in  accordance  with the  provisions  of EITF  00-19,
"Accounting  for Derivative  Financial  Instruments  Indexed to, and Potentially
Settled in, a Company's Own Stock."

Based on the  provisions  of EITF 00-19,  the Company  classifies  as equity any
contracts that (i) require physical  settlement or net-share  settlement or (ii)
gives the  company a choice of  net-cash  settlement  or  settlement  in its own
shares (physical settlement or net-share settlement).  The Company classifies as
assets  or  liabilities  any  contracts  that (i)  require  net-cash  settlement
(including a requirement  to net cash settle the contract if an event occurs and
if  that  event  is  outside  the  control  of the  company)  or (ii)  give  the
counterparty a choice of net-cash  settlement or settlement in shares  (physical
settlement or net-share settlement).

INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, "Accounting for Income
Taxes".  SFAS No.  109  requires  the  recognition  of  deferred  tax assets and
liabilities  for both the expected  impact of differences  between the financial
statements and tax basis of assets and  liabilities  and for the expected future
tax benefit to be derived from tax loss and tax credit carry forwards.  SFAS No.
109 additionally  requires the establishment of a valuation allowance to reflect
the likelihood of realization of deferred tax assets.

NET LOSS PER SHARE

Basic  net loss  per  common  share  is  computed  by  dividing  net loss by the
weighted-average  number of common shares outstanding during the period. Diluted
net loss per common share also  includes  common stock  equivalents  outstanding
during  the  period if  dilutive.  Diluted  net loss per  common  share has been
computed by dividing net loss by the  weighted-average  number of common  shares
outstanding  without an assumed increase in common shares outstanding for common
stock equivalents; as such common stock equivalents are anti-dilutive.

As a result of the  consummation of the Share Exchange  described in Note 1, the
Company  included  1,200,000  stock  options with an exercise  price of $.01 per
share that it issued to certain  employees  during  2002 in its  calculation  of
weighted-average number of common shares outstanding for all periods presented.

Net loss per common share excludes the following  outstanding options,  warrants
and preferred stock as their effect would be anti-dilutive:


                                      112



                                                           MARCH 31,
                                               ---------------------------------
                                                  2006                   2005
                                               ----------             ----------

Options ..........................             13,137,233              7,125,000
Warrants .........................             38,656,765              4,665,000
                                               ----------             ----------
                                               51,793,998             11,790,000
                                               ==========             ==========


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Non-monetary
Assets"  (SFAS  153).  SFAS 153  amends  APB  Opinion  No. 29 to  eliminate  the
exception for non-monetary  exchanges of similar  productive assets and replaces
it with a general  exception  for exchanges of  non-monetary  assets that do not
have commercial  substance.  A non-monetary exchange has commercial substance if
the future cash flows of the entity are  expected to change  significantly  as a
result  of  the  exchange.   The  provisions  of  SFAS  153  are  effective  for
non-monetary  asset exchanges  occurring in fiscal periods  beginning after June
15, 2005.  Earlier  application is permitted for  non-monetary  asset  exchanges
occurring in fiscal periods beginning after December 16, 2004. The provisions of
this  statement  are  intended be applied  prospectively.  The  adoption of this
pronouncement  did  not  have  a  material  effect  on the  Company's  financial
statements.

EITF Issue No. 04-8,  "The Effect of  Contingently  Convertible  Instruments  on
Diluted  Earnings per Share" reached a consensus that  contingently  convertible
instruments,  such as contingently  convertible debt,  contingently  convertible
preferred  stock,  and other  such  securities  should be  included  in  diluted
earnings per share (if dilutive)  regardless of whether the market price trigger
has been met. The consensus became effective for reporting  periods ending after
December 15, 2004.  The adoption of this  pronouncement  did not have a material
effect on the Company's financial statements.

In May 2005, the Financial  Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  No.  154,  "Accounting  Changes  and Error
Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS
154"). This Statement replaces APB Opinion No. 20, Accounting Changes,  and FASB
Statement No. 3, Reporting  Accounting Changes in Interim Financial  Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting  principle.  This  Statement  applies  to all  voluntary  changes  in
accounting  principle.  It also  applies to changes  required  by an  accounting
pronouncement  in the unusual instance that the  pronouncement  does not include
specific  transition   provisions.   When  a  pronouncement   includes  specific
transition provisions, those provisions should be followed.

APB Opinion No. 20 previously required that most voluntary changes in accounting
principle be  recognized  by including in net income of the period of the change
the  cumulative  effect  of  changing  to the  new  accounting  principle.  This
Statement  requires  retrospective   application  to  prior  periods'  financial
statements of changes in accounting  principle,  unless it is  impracticable  to
determine  either the  period-specific  effects or the cumulative  effect of the
change. When it is impracticable to determine the period-specific  effects of an
accounting  change  on one or more  individual  prior  periods  presented,  this
Statement requires that the new accounting  principle be applied to the balances
of assets and  liabilities as of the beginning of the earliest  period for which
retrospective  application is practicable and that a corresponding adjustment be
made  to  the  opening  balance  of  retained  earnings  (or  other  appropriate
components of equity or net assets in the  statement of financial  position) for
that  period  rather  than being  reported  in an income  statement.  When it is
impracticable  to  determine  the  cumulative  effect  of  applying  a change in
accounting principle to all prior periods,  this Statement requires that the new
accounting  principle  be applied as if it were adopted  prospectively  from the
earliest date  practicable.  This Statement is effective for accounting  changes
and  corrections  of errors made in fiscal years  beginning  after  December 15,
2005. The adoption of this  pronouncement  did not have a material effect on the
Company's financial statements.

On  June  29,  2005,  the  EITF  ratified  Issue  No.  05-2,   "The  Meaning  of
`Conventional  Convertible Debt Instrument' in EITF Issue No. 00-19, `Accounting
for Derivative  Financial  Instruments Indexed to, and Potentially Settled in, a
Company's Own Stock.'" EITF Issue 05-2 provides guidance on determining  whether
a convertible debt instrument


                                      113



is  "conventional"  for the purpose of determining when an issuer is required to
bifurcate a conversion option that is embedded in convertible debt in accordance
with SFAS 133. Issue No. 05-2 is effective for new instruments  entered into and
instruments  modified in reporting  periods  beginning  after June 29, 2005. The
adoption of this  pronouncement  did not have a material effect on the Company's
financial statements.

In September 2005, the EITF ratified Issue No. 05-4, "The Effect of a Liquidated
Damages Clause on a Freestanding  Financial Instrument Subject to EITF Issue No.
00-19,   `Accounting  for  Derivative  Financial  Instruments  Indexed  to,  and
Potentially  Settled in, a Company's Own Stock.'" EITF 05-4 provides guidance to
issuers as to how to account for registration  rights agreements that require an
issuer to use its "best efforts" to file a registration statement for the resale
of equity  instruments and have it declared  effective by the end of a specified
grace period and, if applicable,  maintain the effectiveness of the registration
statement  for a  period  of  time or pay a  liquidated  damage  penalty  to the
investor.  The Company is currently in the process of evaluating the effect that
the adoption of this pronouncement may have on its financial statements.

In September 2005, the FASB ratified the Emerging  Issues Task Force's  ("EITF")
Issue No. 05-7,  "Accounting for Modifications to Conversion Options Embedded in
Debt Instruments and Related Issues," which addresses  whether a modification to
a  conversion  option that  changes its fair value  affects the  recognition  of
interest  expense for the associated debt instrument  after the modification and
whether a borrower should recognize a beneficial  conversion feature, not a debt
extinguishment if a debt modification  increases the intrinsic value of the debt
(for example,  the modification  reduces the conversion price of the debt). This
issue is effective for future modifications of debt instruments beginning in the
first interim or annual  reporting period beginning after December 15, 2005. The
adoption of this  pronouncement  did not have a material effect on the Company's
financial statements.

In September 2005, the FASB also ratified the EITF's Issue No. 05-8, "Income Tax
Consequences of Issuing Convertible Debt with a Beneficial  Conversion Feature,"
which  discusses  whether the  issuance of  convertible  debt with a  beneficial
conversion  feature  results in a basis  difference  arising from the  intrinsic
value of the  beneficial  conversion  feature on the  commitment  date (which is
recorded in the stockholders'  equity for book purposes,  but as a liability for
income tax purposes),  and, if so, whether that basis  difference is a temporary
difference  under FASB  Statement No. 109,  "Accounting  for Income Taxes." This
Issue should be applied by retrospective  application  pursuant to Statement 154
to all  instruments  with a beneficial  conversion  feature  accounted for under
Issue 00-27  included in financial  statements for reporting  periods  beginning
after  December 15,  2005.  The  adoption of this  pronouncement  did not have a
material effect on the Company's financial statements.

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments - an amendment of FASB  Statements No. 133 and 150." SFAS
No. 155 (a) permits fair value remeasurement for any hybrid financial instrument
that contains an embedded  derivative that otherwise would require  bifurcation,
(b) clarifies that certain  instruments  are not subject to the  requirements of
SFAS 133, (c)  establishes a requirement  to evaluate  interests in  securitized
financial assets to identify  interests that may contain an embedded  derivative
requiring  bifurcation,  (d) clarifies  what may be an embedded  derivative  for
certain  concentrations  of credit  risk and (e)  amends  SFAS 140 to  eliminate
certain  prohibitions  related to  derivatives  on a qualifying  special-purpose
entity.  SFAS 155 is  applicable  to new or modified  financial  instruments  in
fiscal years beginning after September 15, 2006,  though the provisions  related
to fair value accounting for hybrid financial instruments can also be applied to
existing instruments.  Early adoption, as of the beginning of an entity's fiscal
year, is also permitted, provided interim financial statements have not yet been
issued.  We are  currently  evaluating  the potential  impact,  if any, that the
adoption of SFAS 155 will have on our consolidated financial statements.

In March 2006,  the FASB issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 156,  Accounting for Servicing of Financial  Assets (SFAS No. 156).
SFAS No. 156 amends SFAS No. 140,  "Accounting  for  Transfers  and Servicing of
Financial Assets and  Extinguishments of Liabilities," to require all separately
recognized  servicing assets and servicing  liabilities to be initially measured
at  fair  value,  if  practicable.  SFAS  No.  156  also  permits  servicers  to
subsequently  measure each separate class of servicing assets and liabilities at
fair value rather than at the lower of cost or market.  For those companies that
elect to measure their servicing assets and liabilities at fair value,  SFAS No.
156 requires  the  difference  between the carrying  value and fair value at the
date of adoption to be recognized as a cumulative  effect adjustment to retained
earnings as of the  beginning  of the fiscal year in which the election is made.
SFAS No. 156 is effective for the first fiscal year  beginning  after  September
15, 2006. We are


                                      114



currently evaluating the potential impact, if any, that the adoption of SFAS 156
will have on our consolidated financial statements.

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected  to  have a  material  impact  on the  consolidated  financial
statements upon adoption.


NOTE 5 - BUSINESS COMBINATIONS

On February 25, 2005, the Company acquired  Complete  Security  Solutions,  Inc.
("CSSI") and LucidLine,  Inc.  ("LucidLine")  in separate  merger  transactions.
Additionally,  on March 30, 2005, the Company acquired Entelagent Software Corp.
("Entelagent") in a merger transaction. The Company accounted for these business
combinations  in  accordance  with the  provisions of SFAS 141  "Accounting  for
Business Combinations."

In connection with these three merger  transactions,  the Company paid, $200,000
in  cash,  14,900,000  shares  of  common  stock  with a fair  market  value  of
$12,665,000,  subordinated promissory notes in the aggregate principal amount of
$4,500,000,  warrants to purchase up to  2,250,000  shares of common stock which
were valued at $1,912,500.  Direct expenses  incurred by the Company to complete
these transactions amounted to $912,663.  The total purchase price for the three
companies amounted to $20,190,133.



                                    CSSI       LUCIDLINE     ENTELAGENT      TOTAL
                                -----------   -----------   -----------   -----------
                                                              
Cash ........................   $      --     $   200,000   $      --     $   200,000
Common Stock ................     6,375,000     3,740,000     2,550,000    12,665,000
Subordinated promissory notes     4,500,000          --            --       4,500,000
Common stock warrants .......     1,912,500          --            --       1,912,500
Transaction expenses ........       398,128       154,611       359,894       912,633
                                -----------   -----------   -----------   -----------
   Total Purchase Price .....   $13,185,628   $ 4,094,611   $ 2,909,894   $20,190,133
                                ===========   ===========   ===========   ===========



The allocation of the purchase price was based upon a valuation  study performed
by an independent outside appraisal firm. The purchase price allocation resulted
in the allocation of $3,101,000 to intangible  assets,  including  $2,570,000 to
developed  technology  and  $190,000 to  in-process  research  and  development.
Additionally,  the  purchase  price  allocation  resulted in the  allocation  of
$22,440,412 to goodwill.

 The Company  performed its annual impairment test of goodwill at its designated
valuation date of December 31, 2005 in accordance  with SFAS 142. As a result of
these tests, the Company determined that the recoverable amount of goodwill with
respect  to its  business  amounted  to  $9,510,716.  Accordingly,  the  Company
recorded a goodwill  impairment charge in the amount of $12,929,696 for the year
ended  December  31,  2005.  Additionally,   after  reevaluating  the  resources
available to the Company, the strategic direction of the business as well as the
revised  business  plans and  financial  projections,  the  Company,  during the
quarter ended December 31, 2005, recorded a $1,705,455 charge for the impairment
of  the  developed  technology  assets  acquired  in  the  CSSI  and  Entelagent
acquisitions.  The  remaining  amount  of  goodwill  and  intangible  assets  is
presented net of such impairment charges recorded during the year ended December
31, 2005.


NOTE 6 - OTHER CURRENT ASSETS

Other current assets consist of the following:


                                      115



                                                                       MARCH 31,
                                                                          2006
                                                                       ---------
Employee receivables .....................................             $  75,877
Prepaid expenses .........................................                36,443
Deposits .................................................                23,139
                                                                       ---------
  Other current assets ...................................             $ 135,459
                                                                       =========


NOTE 7 - PROPERTY AND EQUIPMENT

                                                                       MARCH 31,
                                                                         2006
                                                                      ---------
Computers ................................................            $ 107,897
Furniture and Fixtures ...................................               32,887
Leasehold improvements ...................................                4,490
                                                                      ---------
    sub-total ............................................              145,274
less: accumulated depreciation ...........................              (43,730)
                                                                      ---------
    Property and equipment, net ..........................            $ 101,544
                                                                      =========

Depreciation expense amounted to $20,664 and $295 for the three months March 31,
2006 and March 31, 2005, respectively.


NOTE 8 - INTANGIBLE ASSETS

The  components of  intangible  assets as of March 31, 2006 are set forth in the
following table:

                                                                      MARCH 31,
                                                                        2006
                                                                    -----------
Developed technology .....................................            2,570,000
Customer relationships ...................................              180,000
Trademarks and tradenames ................................              161,000
In-process research and development ......................              735,681
                                                                    -----------
                                                                      3,646,681
Amortization and impairment charge .......................           (2,260,964)
                                                                    -----------
   Intangible assets, net ................................          $ 1,385,717
                                                                    ===========


During the year ended  December  31,  2005,  the Company  recorded a  $1,705,455
charge for the  impairment of the developed  technology  assets  acquired in the
CSSI and Entelagent acquisitions (Note 5).

The Company  classifies  amortization of developed  technology as a component of
cost of sales and  amortization  of customer  relationship  and  trademarks  and
tradenames as a component of general and  administrative  expense.  Amortization
expense amounted to $58,336 for the three months ended March 31, 2006, including
$27,522 classified in cost of sales.


NOTE 9 - DEMAND NOTES PAYABLE

Through  December 31, 2004, the Company borrowed an aggregate amount of $695,000
from several unrelated  parties.  At March 31, 2006, the outstanding  balance on
these  notes  amounted to  $135,000.  These notes are payable on demand and bear
interest at the rate of 10% per annum.  Interest expense on these notes amounted
to  $17,375  for each of the  three  months  ended  March  31,  2006  and  2005,
respectively.


                                      116



Other demand  notes at March 31, 2006 total  $336,056 and include a note payable
to Lok  Technology  in the amount of $312,556  which is secured by  Entelagent's
accounts receivable and bears interest at 15% per annum. Interest on these other
demand  notes  amounted to $13,433 for the three months ended March 31, 2006 and
$0 for the three months ended March 30, 2005.

As of March 31,  2006,  $585,000 of the Demand  Notes have been  surrendered  as
payment for Series A-1  Preferred  stock as part of the  creditor  and  claimant
liabilities  restructuring  (Note 16). Subsequent to March 31, 2006, $169,212 of
the Demand Notes have been surrendered as payment for Series A-1 Preferred stock
as part of the creditor and claimant liabilities restructuring (Note 16).


NOTE 10 - BRIDGE NOTES PAYABLE

INTERIM BRIDGE FINANCING I

On February 28, 2005, the Company completed a $3,500,000 financing (the "Interim
Bridge Financing I") through the issuance of 10% Senior  Convertible  Promissory
Notes (the "Bridge I Notes") and warrants to purchase up to 1,750,000  shares of
the Company's common stock ("Bridge I Warrants").  The warrants have a term of 5
years and an exercise price of $0.70 per share.  The aggregate fair value of the
Bridge I Warrants amounts to $1,487,500.  Prior to final maturity,  the Bridge I
Notes may be  converted  into  securities  that would be  issuable  at the first
closing of a subsequent  financing  by the  Company,  for such number of offered
securities that could be purchased for the principal amount being converted. The
Bridge I Notes  had an  initial  term of 120 days  (due on June 28,  2005)  with
interest at a  contractual  rate of 10% per annum and featured an option for the
Company to extend the term for an additional 60 days to August 27, 2005.

In accordance with APB 14, "Accounting for Convertible Debt and Debt Issued with
Stock Purchase  Warrants," the Company  allocated  $2,456,140 of the proceeds to
the Bridge I Notes and  $1,043,860  of proceeds  to the Bridge I  Warrants.  The
difference  between  the  carrying  amount  of the  Bridge  I  Notes  and  their
contractual redemption amount was accreted as interest expense to June 28, 2005,
their earliest date of redemption.

On June 28, 2005, the Company elected to extend the contractual maturity date of
the Bridge I Notes for an  additional  60 days to August 27, 2005,  which caused
the  contractual  interest rate to increase to 12% per annum.  In addition,  the
Company was required to issue the 1,750,000  additional  warrants (the "Bridge I
Extension  Warrants") to purchase such number of shares of common stock equal to
1/2 of a share for each  $1.00 of  principal  amount  outstanding.  The Bridge I
Extension  Warrants  have a term of 5 years and an  exercise  price of $0.70 per
share.

The  Company  did not redeem the  Bridge I Notes on August  27,  2005 and,  as a
result,  the notes became  automatically  convertible into 3.84 shares of common
stock for each $1 of principal then  outstanding in accordance with the original
note agreement. Accordingly, the Company recorded a charge of $3,500,000 in 2006
based  upon  the  intrinsic  value of this  conversion  option  measured  at the
original  issuance date of the note in accordance  with EITF 00-27.  The Company
has agreed to file with the SEC, a registration  statement for the resale of the
restricted  shares of the Company's  common stock  issuable upon exercise of the
conversion  option that would be issued in this  transaction,  on a best efforts
basis.

Contractual  interest  expense on the Bridge I Notes  amounted to  $103,562  and
$29,167 for the three months ended March 31, 2006 and 2005, respectively, and is
included as a component  of interest  expense in the  accompanying  statement of
operations.

As of March 31, 2006,  $3,155,025 of the Bridge I Notes have been surrendered as
payment for Series A-1  Preferred  stock as part of the  creditor  and  claimant
liabilities restructuring (Note 16).

INTERIM BRIDGE FINANCING II

On June 6, 2005,  the Company  completed a $2,543,000  financing  (the  "Interim
Bridge  Financing  II")  through  the  issuance  of (i) 10%  Junior  Convertible
Promissory  Notes (the  "Bridge II Notes")  and (ii)  warrants to purchase up to


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1,271,500 shares of common stock (the "Bridge II Warrants"). The warrants have a
term of 5 years and an exercise  price of $0.60 per share.  The  aggregate  fair
value of the Bridge II Warrants  amounts to  $673,895.  Prior to  maturity,  the
Junior Convertible Promissory Notes may be converted into the securities offered
by the Company at the first  closing of a subsequent  financing for the Company,
for such number of offered  securities  as could be purchased  for the principal
amount being converted.

In accordance with APB 14, the Company  allocated  $2,010,277 of the proceeds to
the Bridge II Notes and  $532,723  of proceeds  to the Bridge II  Warrants.  The
difference  between  the  carrying  amount  of the  Bridge  II Notes  and  their
contractual  redemption  amount is being accreted as interest expense to October
3, 2005, their earliest date of redemption.

The  Bridge II Notes  have an  initial  term of 120 days (due on  various  dates
beginning  October 3, 2005) with interest at 10% per annum and feature an option
for the Company to extend the term for an  additional  60 days to various  dates
beginning  December 2, 2005.  Upon the  extension  of the  maturity  date of the
Bridge II Notes, the contractual  interest rate would increase to 12% per annum,
and the Company  would be required to issue  warrants  (the "Bridge II Extension
Warrants") to purchase such number of shares of the Company's common stock equal
to one-half of a share for each $1.00 of principal then outstanding.  The Bridge
II Extension Warrants issuable upon extension of the maturity date of the Junior
Convertible  Promissory notes feature a term of 5 years and an exercise price of
$0.60 per share. In addition,  if the Bridge II Notes are not paid in full on or
before the  extended  maturity  date,  each note becomes  convertible  into 3.84
shares  of  the  Company's  common  stock  for  each  $1.00  of  principal  then
outstanding.  The  intrinsic  value of this  conversion  option  measured at the
issuance  date of the notes  amounts to  $2,543,000  and would be  recognized as
interest  expense in accordance with EITF 00-27.  The Company has agreed to file
with the SEC, a registration  statement for the resale of the restricted  shares
of its common stock issuable upon exercise of the  conversion  option that would
be issuable in this transaction, on a best efforts basis.

The Company sold these  securities to seven accredited  investors  introduced by
Laidlaw,  placement  agent in the  Interim  Bridge  Financing  II.  The  Company
incurred  $386,027 of fees in connection with this transaction  including a cash
fee of $305,160  and $80,867 for the fair value of warrants to purchase  152,580
shares of the Company's common stock at an exercise price of $0.60 per share.

The Company  elected to extend the due dates of these notes by an  additional 60
days to various dates beginning December 2, 2005.

Contractual  interest expense on the Bridge II Notes amounted to $75,245 for the
three  months  ended March 31,  2006 and is included as a component  of interest
expense in the accompanying statement of operations.

As of March 31, 2006, $1,343,000 of the Bridge II Notes have been surrendered as
payment for Series A-1  Preferred  stock as part of the  creditor  and  claimant
liabilities restructuring (Note 16).

INTERIM BRIDGE FINANCING III

Beginning on July 1, 2005, and continuing through December 31, 2005, the Company
completed,  through 12 separate fundings,  a $5,234,000  financing (the "Interim
Bridge  Financing  III")  through  the  issuance  of (i) 10% Junior  Convertible
Promissory  Notes (the  "Bridge III Notes") and (ii)  warrants to purchase up to
2,617,000 shares of common stock (the "Bridge III Warrants").  The warrants have
a term of 5 years and an exercise  price of $0.60 per share.  Prior to maturity,
the Junior  Convertible  Promissory  Notes may be converted  into the securities
offered by the Company at the first  closing of a subsequent  financing  for the
Company,  for such number of offered  securities  as could be purchased  for the
principal amount being converted.

In accordance with APB 14, the Company  allocated  $4,645,544 of the proceeds to
the Bridge III Notes and  $587,595 of proceeds to the Bridge III  Warrants.  The
difference  between  the  carrying  amount  of the  Bridge  III  Notes and their
contractual  redemption  amount is being accreted as interest expense to various
dates from November 1, 2005, their earliest date of redemption. Accretion of the
aforementioned discount amounted to $20,909 for the three months ended March 31,
2006 and is  included as a component  of  interest  expense in the  accompanying
statement of operations.


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The  Bridge III Notes  have an  initial  term of 120 days (due on various  dates
beginning October 28, 2005) with interest at 10% per annum and feature an option
for the Company to extend the term for an  additional  60 days to various  dates
beginning  December 28,  2005.  Upon the  extension of the maturity  date of the
Bridge III Notes, the contractual interest rate would increase to 12% per annum,
and the Company  would be required to issue  warrants (the "Bridge III Extension
Warrants") to purchase such number of shares of the Company's common stock equal
to one-half of a share for each $1.00 of principal then outstanding.  The Bridge
III  Extension  Warrants  issuable  upon  extension of the maturity  date of the
Junior  Convertible  Promissory  Notes feature a term of 5 years and an exercise
price of $0.60 per share.  In addition,  if the Bridge III Notes are not paid in
full on or before the extended maturity date, each note becomes convertible into
3.84  shares of the  Company's  common  stock for each $1.00 of  principal  then
outstanding.  The  intrinsic  value of this  conversion  option  measured at the
issuance  date of the notes  amounts to  $5,234,000  and would be  recognized as
interest  expense in accordance with EITF 00-27.  The Company has agreed to file
with the SEC, a registration  statement for the resale of the restricted  shares
of its common stock issuable upon exercise of the  conversion  option that would
be issuable in this transaction, on a best efforts basis.

Beginning on October 29,  2005,  the Company  elected to extend the  contractual
maturity  date of the  various  Bridge  III Notes for an  additional  60 days to
various dates beginning December 28, 2005, which caused the contractual interest
rate to increase  to 12% per annum.  In  addition,  during the three month ended
March 31, 2006, the Company was required to issue 1,197,500  additional warrants
(the "Bridge III Extension Warrants"). The aggregate fair value of the warrants,
which  amounted to $48,129 was  recorded  as a deferred  financing  cost and was
being  amortized over the 60-day  extension  period or until March 27, 2006 when
the Bridge III Notes were  surrendered  as payment for the Series A-1  Preferred
stock under the creditor and claimant  liabilities  restructuring The Bridge III
Extension  Warrants  have a term of 5 years and an  exercise  price of $0.60 per
share.

The Company did not redeem the Bridge III Notes  beginning  on December 28, 2005
and, as a result, the notes became automatically convertible into 3.84 shares of
common stock for each $1 of principal then  outstanding  in accordance  with the
original note agreement.  This amounts to a total of 2,112,000 shares during the
three months ended of March 31, 2006. Accordingly, the Company recorded a charge
of $550,000,  in the three months ended March 31, 2006, based upon the intrinsic
value of this conversion  option  measured at the original  issuance date of the
notes in accordance with EITF 00-27.  With the surrender of the Bridge III Notes
in payment  for Series A-1  Preferred  stock  under the  creditor  and  claimant
liabilities  restructuring,  these conversion  options are no longer exercisable
and have been cancelled.

Contractual  interest  expense on the Bridge III Notes  amounted to $144,036 for
the three months ended March 31, 2006 and is included as a component of interest
expense in the accompanying statement of operations.

The Company sold these securities to Apex, Northwestern,  and Advanced Equities.
Funding  for the Bridge III Notes  included  the  conversion  of  $1,650,000  of
stockholder advances made during the period March 30, 2005 to June 30, 2005 into
Bridge III Notes.

As of March 31,  2006,  all of the  Bridge III Notes  have been  surrendered  as
payment for Series A-1  Preferred  stock as part of the  creditor  and  claimant
liabilities restructuring (Note 16).

2006 BRIDGE NOTES

On January 18, 2006, the Company completed a financing of approximately $540,000
in  additional  gross  funds (the "2006  Bridge  Note  Financing")  through  the
issuance of Subordinated  Convertible Promissory Notes (the "2006 Bridge Notes")
in the amount of  $720,001.  The 2006 Bridge Note  agreement  provided for these
notes to automatically convert into the same securities (consisting of shares of
Series A Preferred stock and warrants to purchase shares of the Company's common
stock)  offered  by the  Company  in  connection  with its  Series  A  Preferred
Financing.  On March 27,  2006 (the date of the first  closing  of the  Series A
Preferred Financing), the 2006 Bridge Notes were converted into 7.2 Units in the
Series A Preferred  Financing  described below. The $180,000  difference between
the gross  proceeds  received  upon the  original  issuance of the notes and the
redemption  amount was recorded as an original  issuance discount that was fully
expensed during the three months ended March 31, 2006.


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Additionally,  the  Company  paid  Laidlaw & Company  (UK)  Ltd.  (Laidlaw),  as
placement  agent in the  transaction,  a fee of $54,000 in conjunction  with the
2006 Bridge Note  Financing . This fee was fully  amortized  and  recognized  as
interest expense during the three months ending March 31, 2006.


NOTE 11 - RELATED PARTY TRANSACTIONS

EXPENSE REIMBURSEMENTS DUE TO OFFICERS AND STOCKHOLDERS

Certain  stockholders  and  officers  of the Company  have paid  expenses on the
Company's behalf since its inception,  of which $166,183 remains  outstanding at
March 31, 2006. The amounts payable to such officers and stockholders are due on
demand.  The balance due under these arrangements is included in the liabilities
that the  Company  has  offered  to  settle  under  the  creditor  and  claimant
liabilities  restructuring  described in Note 16.  Subsequent to March 31, 2006,
$13,501 of this amount has been  surrendered as payment for Series A-1 Preferred
stock under the creditor and claimant liabilities restructuring.

NOTES PAYABLE TO OFFICERS AND STOCKHOLDERS

Notes payable to officers and stockholders which amount to 235,712 bear interest
at 10% per annum and are due on demand. Interest expense on these notes amounted
to $4,725 for the three months ended March 31, 2006. The balance due under these
notes is  included  in the  liabilities  that the  Company has offered to settle
under the creditor and claimant liabilities restructuring described in Note 16.

CONSULTING AGREEMENT PAYABLE

On June 8, 2005,  the Company  negotiated  a  settlement  regarding a consulting
agreement  payable with a related party.  The terms of the settlement  agreement
terminated the prior agreement and reduced the remaining  payments due under the
contract  to  $150,000  including  a  $50,000  payment  that was  made  upon the
execution of the agreement and two additional  $50,000 payments including one to
be made upon the completion of a follow-on-financing  by the Company and one not
later than September 30, 2005.  The $150,000  reduction in payments was recorded
as a reduction of general and  administrative  expense  during the quarter ended
June 30, 2005.  Additionally,  the settlement agreement terminated an obligation
for the  Company  to issue  100,000  shares  of  unrestricted  stock.  The stock
issuable  under this  commitment  was recorded in 2004 as common stock issued in
lieu of cash for services in the amount of $78,900.  The rescission of the stock
issuable under this arrangement  resulted in an additional  reduction of $78,900
in general and administrative expenses during the year ended December, 31, 2005.

The payment due on September 30, 2005 was not made by the Company.  The $100,000
balance due under this  arrangement  has been  surrendered as payment for Series
A-1 Preferred  stock under the creditor and claimant  liabilities  restructuring
described in Note 16.

NOTES PAYABLE (TO CREDITORS OF ACQUIRED BUSINESS)

The  notes  issued to  creditors  of  Entelagent  described  in Note 5,  include
$1,538,129  payable to related parties for settlement of accrued payroll,  notes
payable and expense reimbursements at March 31, 2006. Aggregate interest expense
on these notes  amounted to $51,111 and $0 for the three  months ended March 31,
2006 and 2005,  respectively.  The  balance due under these notes is included in
the  liabilities  that the Company has offered to settle  under the creditor and
claimant liabilities restructuring described in Note 16.

During the three months ended March 31, 2006,  $812,002 of the notes  payable to
creditors  of  acquired  business  was  surrendered  as  payment  for Series A-1
Preferred  stock under the  creditor  and  claimant  liabilities  restructuring.
Subsequent  to March 31, 2006, an additional  $983,928 has been  surrendered  as
payment  for  Series  A-1  Preferred  stock  under  the  creditor  and  claimant
liabilities restructuring.


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NOTE 12 - OTHER CURRENT LIABILITIES

Other current  liabilities  principally  consists of $445,778 of accrued payroll
and sales tax  liabilities  and estimated  penalties that the Company assumed in
its acquisition of Entelagent (Note 5).


NOTE 13 - DEFERRED REVENUE

Deferred  revenue at March 31, 2006  includes  (1) $87,781 for the fair value of
remaining  service  obligations  on  maintenance  and support  contracts and (2)
$102,228  for  contracts  on which the revenue  recognition  is  deferred  until
contract deliverables have been completed.


NOTE 14 - ACCOMMODATION AGREEMENT

In November 2002, the Company entered into a financing  arrangement with a third
party financial institution (the "Lender"),  pursuant to which the Company would
borrow  $950,000  under a note to be  collateralized  by the  pledge of  950,000
shares of registered stock from five different stockholders.  In connection with
this arrangement, the Company executed a series of Accommodation Agreements with
these stockholders  wherein each stockholder  pledged their shares in return for
the right to receive on or before  November  17,  2003 the return of the pledged
shares,  or replacement  shares in the event of foreclosure,  and one additional
share of common stock for every four shares pledged as compensation. The Company
also  agreed  to use  "best  efforts"  to  register  these  shares  with  the US
Securities and Exchange Commission 12 months from the date of issue.

In December 2002, the Company received  approximately $450,000 of proceeds under
the note and  provided  the  Lender the  pledged  shares.  Since  that date,  no
additional  proceeds were provided by the Lender and repeated attempts were made
by the Company to secure the additional  proceeds.  The Company has  effectively
accounted  for the Lender's  failure to fund the facility and return the pledged
shares  as a  foreclosure  on the  loan  collateral.  Accordingly,  the  Company
recorded a $1,047,728 loss during the year ended December 31, 2002.

On March 13,  2003,  the Company  issued  1,200,000  replacement  shares with an
aggregate fair value of $3,708,000 to the  stockholders who pledged their shares
under  the  Accommodation  Agreements.  Accordingly,  the  Company  recorded  an
additional  loss of $2,210,272  during the year ended  December 31, 2003 for the
difference  between the loss the Company recorded upon the Lender's  foreclosure
of the collateral and the aggregate fair value of the replacement shares.

In  addition,  the  Accommodation  Agreements  provided for the Company to pay a
penalty  in the  event of its  failure  to cause  the  replacement  shares to be
registered  on or before March 31, 2003.  As a result,  the Company has recorded
stock based  penalties for the fair value of 450,000 shares per quarter  through
December 31, 2005.

The total stock-based  penalties  associated with the  Accommodation  Agreements
from April 2003 to December 31, 2005 were $3,318,975.  An aggregate of 4,950,000
shares were issuable through  December 31, 2005 under the stock-based  penalties
associated with the Accommodation Agreements.

On March 27, 2006, the Company  entered into an agreement to release and resolve
all  outstanding  claims  between the parties  under the  creditor  and claimant
liabilities restructuring (Note 16).

STOCK PLEDGE ARRANGEMENT

In April 2004, a stockholder  of the Company  entered into a one-year stock loan
financing  arrangement ("Stock Financing Facility") with a third party financial
institution (the "Lender I"),  pursuant to which such  stockholder  committed to
obtain financing for the Company under a credit facility  collateralized  by the
pledge of 685,000  shares of  registered  stock (the  "Pledged  Stock") that was
pledged by a second stockholder (the "Pledging Stockholder"). In connection with
this  arrangement,  the Company  executed an  accommodation  agreement  with the
Pledging Stockholder committing to issue 685,000 shares of restricted stock (the
"Replacement Stock") on April 2, 2005 (the


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"Termination  Date") in the event of a loss of the Pledged Stock, plus a premium
of 205,500 shares (the "Premium  Shares") for entering into the  agreement.  The
Company also agreed to register  300,000 shares of restricted  stock held by the
Pledging  Stockholder (the "Held Stock") within thirty days of the agreement and
to use its best efforts  register with the SEC, both the  Replacement  Stock and
Premium Stock within 12 months from their date of issue.

The  Company  received  $40,012 of funds but was unable to recover  the  Pledged
Stock on the Termination Date. In addition, due to a delay in registering all of
the  shares  under  this  arrangement,  the  Company  entered  into a  secondary
agreement  with  the  Pledging  Stockholder  providing  for:  (1) the  immediate
issuance of the Replacement  Shares and Premium Shares;  (2) registration of the
Replacement Shares,  Premium Shares and Held Shares; (3) the retroactive accrual
of a penalty  from May 2, 2004  through the date the  registration  statement is
filed  payable in such  number of shares  that is equal to 15% of the Held Stock
(prorated  for each  fraction of a year);  and (4) the accrual of an  additional
penalty from April 2, 2005 through the date the registration  statement is filed
equal to 15% of the  Replacement  Stock and  Premium  Stock  (prorated  for each
fraction of a year).

The Company  recorded a charge of $406,205 for the fair value of the Replacement
Stock and Premium  Stock  (890,500  shares)  issued to the Pledging  Stockholder
under this arrangement.  Such charge,  net of $40,012 of advances  received,  is
presented as a loss on collateralized  financing arrangement in the accompanying
statement of operations.  The Company also recorded charges of $2,852 and $9,014
during the three months ended March 31, 2006 and 2005, respectively for the fair
value of 45,011 and 11,096 shares  issuable  during the three months ended March
31, 2006 and 2005, respectively to the Pledging Stockholder as penalties for the
delays in registering the stock.  The charges  associated with the penalties are
included  in  stock  based  penalties  under  accommodation  agreements  in  the
accompanying statements of operations.


NOTE 15 - COMMITMENTS AND CONTINGENCIES

SEC INVESTIGATION

Pursuant  to  Section  20(a)  of the  Securities  Act and  Section  21(a) of the
Securities Exchange Act, the staff of the SEC (the "Staff"), issued an order (In
the Matter of Patron Systems, Inc. - Order Directing a Private Investigation and
Designating  Officers to Take  Testimony  (C-03739-A,  February 12,  2004)) (the
"Order")  that a  private  investigation  (the "SEC  Investigation")  be made to
determine whether certain actions of, among others, the Company,  certain of its
officers  and  directors  and  others  violated  Section  5(a)  and  5(c) of the
Securities Act and/or Section 10 and Rule 10b-5  promulgated  under the Exchange
Act.  Generally,  the Order  provides,  among  other  things,  that the Staff is
investigating (i) the legality of two (2) separate Registration Statements filed
by the Company on Form S-8,  filed on December 20, 2002 and on April 2, 2003, as
amended on April 9, 2003 (collectively, the "Registration Statements"), covering
the resale of, in the  aggregate,  4,375,000  shares of common  stock  issued to
various  consultants  of the Company,  and (ii) whether in  connection  with the
purchase or sale of shares of common  stock,  certain  officers and directors of
the Company and others (a) sold common  stock in  violation  of Section 5 of the
Securities Act and/or, (b) made misrepresentations  and/or omissions of material
facts and/or  employed  fraudulent  devices in  connection  with such  purchases
and/or sales  relating to certain of the  Company's  press  releases  regarding,
among  other  items,   proposed  mergers  and   acquisitions   that  were  never
consummated.  If the SEC brings an action  against the Company,  it could result
in,  among  other  items,  a  civil  injunctive   order  or  an   administrative
cease-and-desist  order being  entered  against the Company,  in addition to the
imposition of a  significant  civil  penalty.  Moreover,  the SEC  Investigation
and/or a subsequent SEC action could affect  adversely the Company's  ability to
have its common stock become  listed on a stock  exchange  and/or  quoted on the
NASD Bulletin  Board or NASDAQ,  the Company  being able to sell its  securities
and/or  have its  securities  registered  with the SEC and/or in various  states
and/or the  Company's  ability to implement  its  business  plan.  To date,  the
Company's legal counsel  representing  the Company in such matters has indicated
that the SEC Investigation is ongoing and the Staff has not indicated whether it
will or will not recommend that the SEC bring an enforcement  action against the
Company, its officers, directors and/or others.


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LEGAL PROCEEDINGS

Sherleigh  Associates Inc. Profit Sharing Plan  ("Sherleigh")  filed a complaint
against the  Company,  Patrick  Allin,  former  Chief  Executive  Officer of the
Company, and Robert E. Yaw, the Company's non-executive Chairman, on February 3,
2004, in the United States District Court for the Southern  District of New York
(the "Court")  alleging common law fraud.  The complaint  alleged that Sherleigh
was  fraudulently  induced into  purchasing  1,000,000  shares of Company common
stock in reliance  upon certain of the  Company's  press  releases and allegedly
false  statements by Mr. Allin and Mr. Yaw,  concerning  the Company's  plans to
acquire  two target  companies,  TrustWave  Corporation  (currently  a strategic
partner of the Company) and  Entelagent  (a current  subsidiary of the Company),
and its financing  arrangements  regarding those  acquisitions.  Sherleigh seeks
rescission of its purchase agreement and return of its $2,000,000 purchase price
or compensatory damages to be proven at trial. Mr. Allin recently entered into a
settlement  agreement with Sherleigh and is requesting that the Court include in
its  dismissal  order  a  finding  that  the  settlement  is  reasonable  and  a
prohibition  against any claims by the Company or Mr. Yaw against Mr.  Allin for
contribution or indemnification  with respect to Sherleigh's claims. The Company
has opposed Mr. Allin's request.  The Court has not yet issued any ruling on Mr.
Allin's request. Discovery has been completed, but no trial date has been set by
the Court.  The Company  believes the  Plaintiff's  claims are without merit and
intends to continue to defend  against them through  trial,  if  necessary.  The
amount of loss,  if any,  with  respect  to the claim  cannot  be  predicted  or
quantified  at this time and,  therefore,  no amounts have been  recorded on the
books  of the  Company.  On  April  24,  2006,  the  Company  and the  Sherleigh
Associates Inc. Profit Sharing Plan entered into a final and binding  settlement
of all claims (Note 20).

On January 5, 2006,  Mark P. Gertz,  Trustee in  bankruptcy  for Arter & Hadden,
LLP,  filed an Adversary  Complaint  for Recovery of Assets of the Estate in the
United  States  Bankruptcy  Court  Northern  District of Ohio Eastern  Division,
against  the  Company as  successor  in merger to  Entelagent.  Mr.  Gertz seeks
$32,278.18 plus interest  accruing at the statutory rate since July 15, 2003 for
services rendered by Arter & Hadden,  LLP to Entelagent.  The Company intends to
respond to this  complaint  within the time  allotted  by  statute.  The Company
intends to attempt to settle  this claim as part of the  creditor  and  claimant
liabilities restructuring (Note 16).

While  the  Company  believes  it  has  defenses  to  the  claims  noted  above,
notwithstanding  the fact that the Company  intends to  vigorously  defend these
actions, there can be no assurance the Company will be successful in its defense
of any of these  claims.  In the event the Company is required to pay damages in
connection  with any one or more of the claims  asserted in these actions,  such
payment  could have a material  adverse  effect on the  Company's  business  and
operations.

GRAUL CLAIM

On March 3, 2006,  the Company,  Ms. Graul and a third party  ("Buyer")  entered
into an  arrangement  providing for Ms. Graul to assign and transfer all rights,
title and interest in her original claim of $931,659  against the Company to the
Buyer in exchange  for a cash  payment in the amount of  $180,000.  On March 15,
2006, the Company advanced the $180,000 payment to Ms. Graul in exchange for her
immediate  release of all claims  against the Company.  The Company is currently
awaiting  payment in the same  amount  from the Buyer in order to  complete  the
assignment of such claim to the Buyer. This arrangement further provides for the
Company to acknowledge Ms. Graul's  original claim for the benefit of the Buyer,
the rescission of the August 2005  settlement and release,  and for the Buyer to
participate  in the creditor and claimant  liabilities  restructuring  (Note 16)
with respect to the settlement of Ms. Graul's original claim.

STOCK  SUBSCRIPTION  AND MUTUAL  RELEASE  AGREEMENTS  WITH PATRICK ALLIN AND THE
ALLIN DYNASTIC TRUST

On January 1, 2006,  the Company and Mr.  Patrick  Allin and The Allin  Dynastic
Trust entered into Stock  Subscription  Agreement and Mutual Release  agreements
(the "Series A-1 Agreements") to settle all claims in law, equity,  or otherwise
("Allin Subscriber Claims") arising out of the business relationship between the
parties that Mr. Allin and The Allin  Dynastic  Trust may have with the Company.
The Series A-1 Agreements provide for the issuance of 1,875,000 shares of Series
A-1  Preferred  Stock to Mr.  Allin and 625,000  shares of Series A-1  Preferred
Stock to The Allin Dynastic Trust. The aggregate purchase price is equivalent to
the value of the Allin  Subscriber  Claims being settled through this settlement
and release. The total of these claims at December 31, 2005 amounted


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to  $2,000,000.  Mr. Allin and The Allin  Dynastic Trust are each deemed to have
paid for the Series A-1 Preferred  Stock through the  settlement  and release of
Allin  Subscriber  Claims.  See Note 17 for  further  details  of the Series A-1
Preferred  stock  and  Note  16  for  the  creditor  and  claimant   liabilities
restructuring.

SETTLEMENT OF LINTING LAWSUIT

On February  14,  2006,  the Company and Richard  Linting  entered  into a Stock
Subscription  Agreement & Mutual  Release  ("Linting  Agreement")  to settle all
claims in law, equity or otherwise ("Linting  Subscriber Claims") arising out of
the business relationship between the parties that Mr. Linting may have with the
Company.  The Linting  Agreement  provides for the issuance of 1,777,261  shares
(the "Shelved  Stock") of Series A-1  Preferred  stock.  The aggregate  purchase
price is equivalent to the value of the Linting  Subscriber Claims being settled
through this settlement and release.  The total set aside purchase price for the
Shelved  Stock  shall be $0.80  per share or an  aggregate  of  $1,421,809.  Mr.
Linting is deemed to have paid for the Series A-1  Preferred  stock  through the
settlement and release of the Linting Subscriber Claims. This agreement provides
for the transfer of the Shelved Stock in stock  certificate  installments and in
such  numbers  and at such times as  directed  by Mr.  Linting.  See Note 17 for
further  details of the Series A-1 Preferred  stock and Note 16 for the creditor
and claimant liabilities restructuring.

SETTLEMENT OF HARARY, ET AL. LAWSUITS

On March 27,  2006,  the  Company  reached  agreement  with Paul  Harary,  Paris
McKinzie,  Maria Caporicci,  LLB Ltd. and DGC, Inc. (the "Subscribers")  whereby
each of the Subscribers and the Company mutually release the other party and its
respective stockholders,  directors,  officers, employees, etc. from any and all
past, present and future claims that can or have been brought by the other party
relating  to any  act or  omission  occurring  on or  prior  to the  date of the
Agreement.  Additionally,  the Company  agreed to a payment to the  Subscribers,
including attorneys' fees, of $125,090.  The Subscribers agreed to purchase from
the Company  3,000,000  shares of the Company's  Series A-1 Preferred Stock, the
purchase  price for the stock shall be $0.80 per share and shall be paid through
this settlement and release of $2,400,000 of Subscriber  claims. See Note 17 for
further  details of the Series A-1 Preferred  stock and Note 16 for the creditor
and claimant liabilities restructuring.

BRADEN WAVERLEY, CHIEF OPERATING OFFICER - EMPLOYMENT AGREEMENT

On February 17, 2006,  the Company  entered into an  employment  agreement  (the
"Waverley Agreement") with Braden Waverley ("Waverley"), the Company's new Chief
Operating Officer. The term of the Waverley Agreement is one year with automatic
one-year  renewal  unless  Mr.  Waverley  is  provided  with  written  notice of
non-renewal  90 days prior to  expiration  of the current  term of the  Waverley
Agreement.  The  Waverley  Agreement  provides for a base salary of $200,000 per
year.  The Waverley  Agreement  provides for a performance  bonus  determined in
accordance  with revenue  milestones  established by the Board of Directors on a
quarterly  basis.  Mr.  Waverley  is eligible to receive a bonus of up to 75% of
base salary for each quarter  that the Company  achieves the agreed upon revenue
milestones. Additionally, the Waverley Agreement provides for the grant of stock
options in an amount representing an aggregate 3.5% of the outstanding shares of
Company  common  stock on the  date of grant  ("Waverley  Initial  Grant").  The
Waverley  Initial Grant is for 2,201,119  shares at an exercise  price of $0.055
per share.  Additionally,  upon the  completion  of the  creditor  and  claimant
liabilities  restructuring,  Mr.  Waverley will be granted an additional  option
("Waverley  Additional  Option") which together with the Waverley  Initial Grant
shall enable Mr.  Waverley to purchase,  along with the Waverley  Initial Grant,
shares of Company common stock  representing 3.5% of the common stock issued and
outstanding   after   completion  of  the  creditor  and  claimant   liabilities
restructuring  on a fully-diluted  basis.  These options have a term of 10 years
and vest 20% on the date of grant and  1/48th of the  balance on the last day of
each  month  for  the  next  48  months  following  the  effective  date of this
agreement.

MARTIN T. JOHNSON, CHIEF FINANCIAL OFFICER - EMPLOYMENT AGREEMENT

On February 17, 2006,  the Company  entered into an  employment  agreement  (the
"Johnson Agreement") with Martin T. Johnson ("Johnson"), the Company's new Chief
Financial Officer.  The term of the Johnson Agreement is one year with automatic
one-year  renewal  unless  Mr.  Johnson  is  provided  with  written  notice  of
non-renewal 90 days


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prior to  expiration of the current term of the Johnson  Agreement.  The Johnson
Agreement provides for a base salary of $180,000 per year. The Johnson Agreement
provides  for  a  performance   bonus  determined  in  accordance  with  revenue
milestones  established  by the Board of  Directors  on a quarterly  basis.  Mr.
Johnson  is  eligible  to  receive a bonus of up to 50% of base  salary for each
quarter  that  the  Company   achieves  the  agreed  upon  revenue   milestones.
Additionally,  the Johnson Agreement  provides for the grant of stock options in
an amount  representing an aggregate 1.25% of the outstanding  shares of Company
common stock on the date of grant ("Johnson Initial Grant"). The Johnson Initial
Grant  is  for  786,114  shares  at an  exercise  price  of  $0.055  per  share.
Additionally,  upon the  completion  of the creditor  and  claimant  liabilities
restructuring,  Mr.  Johnson  will be granted  an  additional  option  ("Johnson
Additional  Option") which together with the Johnson  Initial Grant shall enable
Mr. Johnson to purchase, along with the Johnson Initial Grant, shares of Company
common stock representing 1.25% of the common stock issued and outstanding after
completion  of  the  creditor  and  claimant  liabilities   restructuring  on  a
fully-diluted  basis.  These options have a term of 10 years and vest 20% on the
date of grant and  1/48th of the  balance  on the last day of each month for the
next 48 months following the effective date of this agreement.

ROBERT CROSS - BONUS ARRANGEMENT

On March 7, 2006, the Patron Board of Directors,  in executive  session  without
Mr. Cross being present,  approved a bonus arrangement ("Bonus Arrangement") for
Mr.  Cross.  The  Bonus  Arrangement  provides  for (i) a cash  bonus  equal  to
$200,000,  grossed up for taxes (the "Cash Bonus"), (ii) the Cash Bonus would be
payable  only after  agreement  has been  reached  with  creditors  holding  the
applicable  percentage of Patron's  creditor  obligations agree to convert their
obligations under the creditor and claimant  liabilities  restructuring and when
the funding escrow  established  by Laidlaw has been released (the  "Eligibility
Date"),  (iii) 50% of the Cash Bonus would be paid on the Eligibility  Date, and
the  other 50% would be paid in ten equal  monthly  installments  beginning  one
month  following the  Eligibility  Date, and (iv) on the  Eligibility  Date, Mr.
Cross would be granted a stock  option in an amount  representing  an  aggregate
2.5% of the outstanding  shares of Company common stock on the Eligibility  Date
("Initial Cross Grant").  Additionally,  upon the completion of the creditor and
claimant  liabilities  restructuring,  Mr.  Cross will be granted an  additional
option ("Cross  Additional  Option") which together with the Cross Initial Grant
shall enable Mr. Cross to purchase, along with the Cross Initial Grant shares of
Company  common  stock   representing  2.5%  of  the  common  stock  issued  and
outstanding   after   completion  of  the  creditor  and  claimant   liabilities
restructuring  on a fully-diluted  basis.  These options have a term of 10 years
and vest 20% on the date of grant and  1/48th of the  balance on the last day of
each month for the next 48 months following the Eligibility Date.


NOTE 16 - CREDITOR AND CLAIMANT LIABILITIES RESTRUCTURING

On January 12, 2006, the Company issued a Stock Subscription  Agreement & Mutual
Release to each creditor and claimant ("Subscriber") of the Company for purposes
of entering  into a final and  binding  settlement  with  respect to any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys fees,
damages, indemnities, and obligations of every kind and nature that the creditor
and/or claimant may have with the Company ("Subscriber Claims").  Under terms of
this agreement, the Company sells to the Subscriber and the Subscriber purchases
from the Company shares  ("Stock") of its Series A-1 Preferred  stock at a price
of $0.80 per share.  The aggregate  purchase price is equivalent to the value of
the  Subscriber  Claims  being  settled  through  this  settlement  and release.
Subscriber  is  deemed to have paid for the Stock  through  the  settlement  and
release of Subscriber Claims.  Each share of Stock is automatically  convertible
into ten  shares of the  Company's  common  stock upon the  effectiveness  of an
amendment to the Company's  certificate  of  incorporation  which provides for a
sufficient  number of  authorized  but  unissued  and  unreserved  shares of the
Company's  common stock to permit the  conversion of all issued and  outstanding
shares of Series A-1 Preferred stock. If the requisite  agreements and approvals
are obtained, the Company anticipates issuing the shares of Series A-1 Preferred
stock  following  the final  determination  of the claims and  acceptance by the
Company of each  claimant  submitted  Stock  Subscription  Agreement  and Mutual
Release through countersignature thereof.

The Stock  Subscription  Agreement & Mutual  Release also  provided  that in the
event that (a) a bona fide sale or (series of related  sales) by the  Company of
equity interests in the Company in an amount equal to or in excess of $3,000,000
or  (b)   any   merger,   consolidation,   recapitalization,   reclassification,
reincorporation, reorganization, share


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exchange,  sale of all or  substantially  all of the  assets of the  Company  or
comparable  transaction,  is not  consummated  on or before  March 31, 2006 (the
"Termination  Date"),  the Stock  Subscription  Agreement & Mutual Release shall
terminate  and be null and  void,  the  Series  A-1  Preferred  stock  issued to
Subscriber  shall be cancelled  and the  Subscriber  Claims shall remain in full
force and effect on their terms.  Each Subscriber agrees not to transfer or sell
any portion of the Stock until the next business day after the Termination Date,
subject  to (i) an  effective  registration  under  the  Securities  Act or in a
transaction  which is otherwise in compliance  with the Securities  Act, (ii) an
effective  registration  under any applicable state  securities  statute or in a
transaction otherwise in compliance with any applicable state securities statue,
and (iii) evidence of compliance  with the applicable  securities  laws of other
jurisdictions.

As  described  below under the Private  Placement  Series A Preferred  Stock and
Warrants,  on March 3, 2006 the  investors  in the Series A Preferred  Financing
modified  the  terms of their  financing  arrangement  to  provide  funds to the
Company prior to the 100%  completion  of the creditor and claimant  liabilities
restructuring.  This modification provides for the establishment of a restricted
cash escrow agent and establishes a methodology to disburse funds to the Company
to cover payroll,  rent and other operating costs,  including  eligible payables
not otherwise subject to the creditor and claimant liabilities restructuring, on
a bi-monthly  basis. As described below, the Company  completed the sale of $4.8
million in equity securities under the Series A Preferred Financing on March 27,
2006  thereby  eliminating  the  provision  for  automatic  termination  of this
arrangement.

The Company has committed to file with the Securities  and Exchange  Commission,
as soon as  practicable  and in any  event no later  than 120 days from the date
that the  Company  countersigns  each Stock  Subscription  Agreement  and Mutual
Release, a registration statement ("Registration Statement") covering the resale
of the Stock and cause such  Registration  Statement to become effective as soon
as practicable  thereafter and in any event no later than 180 days from the date
that the  Company  countersigns  each Stock  Subscription  Agreement  and Mutual
Release.  The  Company  shall  keep  the  Registration   Statement  continuously
effective  under the  Securities  Act until the earlier of (i) the date when all
shares of the Stock have been sold pursuant to the Registration  Statement or an
exemption from the registration requirements of the Securities Act, and (ii) two
years from the effective date of the Registration Statement.

As of May 11, 2006,  creditors  representing  approximately 86% of the Company's
claims  outstanding,  which  includes  amounts  settled under the  accommodation
agreement,  have indicated their acceptance of the Company's proposal by signing
and  returning  to the  Company  the Stock  Subscription  Agreement  and  Mutual
Release.  The  Company  is  currently  unable  to  provide  assurance  that  the
acceptance of such proposal will actually improve the Company's  ability to fund
the further development of its business plan or improve its operations.


NOTE 17 - SERIES A AND SERIES A-1 PREFERRED STOCK

On March 1, 2006,  the  Company  filed with the  Delaware  Secretary  of State a
Certificate of Designation of  Preferences,  Rights and  Limitations of Series A
Convertible   Preferred  Stock  and  Series  A-1  Convertible   Preferred  Stock
designating  the rights,  preferences and privileges of 2,160 shares of Series A
Preferred stock and 50,000,000 shares of Series A-1 Preferred stock.

SERIES A PREFERRED STOCK

The Series A  Preferred  stock has a stated  value of $5,000  per share,  has no
maturity date,  carries a dividend of 10% per annum, with such dividend accruing
on a cumulative  basis and is payable only (i) at such time as declared  payable
by the Board of Directors of the Company or (ii) in the event of liquidation, as
part of the liquidation preference amount ("Liquidation Preference Amount"). The
Liquidation  Preference  Amount is equal to 125% of the sum of:  (i) the  stated
value of any then  unconverted  shares of Series A Preferred  stock and (ii) any
accrued  and  unpaid  dividends  thereon.  An event  of  liquidation  means  any
liquidation,  dissolution  or winding up of the  Company,  whether  voluntary or
involuntary,  as well as any change of control of the Company which includes the
sale by the  Company  of  either  (x)  substantially  all its  assets or (y) the
portion of its assets which comprises its core business technology,  products or
services.


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The Series A Preferred stock is convertible,  at the option of the holder,  into
shares  of the  Company's  common  stock  ("Conversion  Shares")  at an  initial
conversion  price  ("Initial  Conversion  Price") which shall be $0.08 per share
based on the stated value of the Series A 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 Series A  Preferred  stock is  mandatorily  convertible  into  shares of the
Company's  common  stock at the Initial  Conversion  Price,  which is subject to
adjustment as described above, on the date that: (i) there shall be an effective
registration  statement covering the resale of the Conversion  Shares,  (ii) the
average  closing  price  of the  Company's  common  stock,  for a  period  of 20
consecutive  trading  days is at least  250% of the then  applicable  Conversion
Price,  and (iii) the average daily trading volume of the Company's common stock
for the same period is at least 250,000 shares.

SERIES A-1 PREFERRED STOCK

The Series A-1  Preferred  stock has a stated  value of $0.80 per share,  has no
maturity  date,  carries a  non-cumulative  dividend of 5% per annum,  with such
dividend  payable  only (i) at such  time as  declared  payable  by the Board of
Directors  of the  Company or (ii) in the event of  liquidation,  as part of the
liquidation  preference amount ("Series A-1 Liquidation Preference Amount"). The
Series A-1 Liquidation  Preference Amount is equal to the sum of: (i) the stated
value of any then unconverted  shares of Series A-1 Preferred stock and (ii) any
accrued  and  unpaid  dividends  thereon.  An event  of  liquidation  means  any
liquidation,  dissolution  or winding up of the  Company,  whether  voluntary or
involuntary,  as well as any change of control of the Company which includes the
sale by the  Company  of  either  (x)  substantially  all its  assets or (y) the
portion of its assets which comprises its core business technology,  products or
services.

The Series A-1 Preferred  stock is not  convertible at the option of the holder.
Each  share of  Series  A-1  Preferred  stock  automatically  converts  into the
Company's  common stock,  at a conversion  price of $0.08 per share based on the
stated value of the Series A-1 Preferred  stock,  upon the  effectiveness  of an
amendment to the Company's  certificate  of  incorporation  which provides for a
sufficient  number of authorized  shares to permit the exercise or conversion of
all  issued  and  outstanding  shares of Series A  Preferred  stock,  Series A-1
Preferred stock and all options,  warrants and other rights to acquire shares of
the Company's common stock.

PRIVATE PLACEMENT OF SERIES A PREFERRED STOCK AND WARRANTS

In January 2006, the Company initiated a $5,400,000  financing  transaction (the
"Series A Preferred  Financing")  which would, for each $100,000 Unit purchased,
result in the  issuance  of (i) 20 shares of Series A  Preferred  Stock and (ii)
warrants  ("Investor  Warrants")  to purchase  416,667  shares of the  Company's
common  stock.  The  minimum  amount  of the  Series A  Preferred  Financing  is
$3,000,000 ("Minimum Amount") and the maximum amount is $5,400,000.  Apex agreed
to purchase up to  $1,500,000  which will all be  available  to fund the Minimum
Amount,  provided however, in the event that the Series A Preferred Financing is
over-subscribed  as to the  Minimum  Amount,  then for each  $1.00 of such  over
subscription  up to $250,000,  the Apex funding  commitment will be reduced on a
dollar for dollar basis,  down to a minimum amount of $1,250,000.  Additionally,
holders of the 2006 Bridge Notes were  mandatorily  obligated to exchange  their
2006  Bridge  Notes  for  Units  in  the  Series  A  Preferred   Financing  upon
consummation of the Series A Preferred Financing at the face value of their 2006
Bridge  Notes.  The issuance of Units to the holders of 2006 Bridge Notes counts
toward satisfying the Minimum Amount.

The Investor  Warrants have a term of 5 years and an exercise price of $0.10 per
share. Each Investor Warrant will entitle the holder thereof to purchase 416,667
shares  of the  Company's  common  stock  (the  "Warrant  Shares"),  subject  to
anti-dilution provisions similar to those of the conversion rights of the Series
A Preferred stock. The Company is obligated to include the Conversion Shares and
the Warrant Shares in the Registration Statement which the Company has committed
to file in connection with the creditor and claimant  liabilities  restructuring
described  above.  The  Conversion  Shares and the Warrant Shares will also have
piggyback registration rights.

In  connection  with the Series A  Preferred  Financing,  the  Company  retained
Laidlaw as its  non-exclusive  placement  agent  ("Series A Preferred  Placement
Agent").  Laidlaw  shall  receive,  in its role as Series A Preferred  Placement


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Agent,  (i) a cash fee equal to 10% of all gross  proceeds,  excluding  the Apex
proceeds, delivered at each Closing and (ii) a warrant (the "Agent Warrants") to
purchase  the  Company's  common  stock  equal to 10%  times  the sum of (x) the
Conversion  Shares  to be  issued  upon  conversion  of the  shares  of Series A
Preferred  stock  issued  at each  Closing  and (y) the  number of shares of the
Company's  common stock  reserved for issuance upon the exercise of the Investor
Warrants issued at each closing. The Agent Warrants shall have a term of 5 years
and an exercise  price of $0.10 per share.  Additionally,  the Company shall pay
the Series A Preferred  Placement Agent a  non-accountable  expense allowance of
$25,000.

On March 3, 2006, the investors in the Series A Preferred  Financing agreed to a
modification of the terms of this financing arrangement to waive the requirement
for 100% completion of the creditor and claimant  liabilities  restructuring for
release of the net  proceeds  of the Series A  Preferred  Financing  in order to
allow the Company to proceed with its business plan and to protect the investors
in the Series A  Preferred  Financing.  The  modifications  provide  for the net
proceeds  of the Series A Preferred  Financing  to be  deposited  with an escrow
agent whereby funds will be released to the Company to cover  payroll,  rent and
other operating costs,  including eligible payables not otherwise subject to the
creditor and claimant liabilities restructuring, on a bi-monthly basis.

As of March 27, 2006, the Company  consummated the Series A Preferred  Financing
with the closing of funds totaling $4,465,501,  resulting in the issuance of 893
shares of Series A Preferred Stock and 18,606,278 common stock purchase warrants
to the purchasers of the Series A Preferred  Stock.  This amount is comprised on
$720,001  associated with the conversion of the Bridge Notes,  $895,000 provided
by Apex and  $2,850,500  from parties  made  available by the Series A Preferred
Placement Agent.  The Company has also issued to Laidlaw  5,950,837 common stock
purchase  warrants,  the  Agent  Warrants,  to  Laidlaw  as  Series A  Preferred
Placement  Agent.  The Company  paid  Laidlaw a Series A Placement  Agent fee of
$339,051 which includes the $54,000 placement agent fee associated with the 2006
Bridge Notes.

In order to effect the  availability  of these funds to the Company prior to the
completion of the creditor and claimant liabilities restructuring,  the Company,
on March 27, 2006, entered into a post-closing  restricted cash escrow agreement
("Post-Closing  Escrow Agreement") with an escrow agent ("Escrow Agent").  As of
March 27,  2006,  the  Escrow  Agent was  provided  $2,183,026  in net  offering
proceeds.   The  escrow   agent  is  holding  the  funds  and  making   periodic
disbursements  to the Company on or after the 15th of each calendar month and on
or after the last day of each calendar month. The Company is required to provide
a detailed schedule of the mid-month, month-end and maximum monthly disbursement
amounts to substantiate its request for a release of any funds. The Post-Closing
Escrow  Agreement  provides for the remaining escrow funds to be released to the
Company after the Company has received  executed  agreements  under the creditor
and claimant liabilities restructuring for not less than 99% in dollar amount of
creditor and claimant  claims.  The Company cannot provide any assurance that it
will be  successful  in its  efforts  to  complete  the  creditor  and  claimant
liabilities  restructuring.  Additionally there is no assurance that by securing
this additional  financing the Company will be successful in the  implementation
and execution of its business plan.


NOTE 18 - STOCKHOLDERS' EQUITY

ISSUANCE OF COMMON STOCK PURCHASE WARRANTS

On January 28, 2006 the Company  issued  warrants for 600,000  shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing. The aggregate fair value of these warrants amounted to $20,316.

On February 13, 2006 the Company  issued  warrants for 180,000 shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing. The aggregate fair value of these warrants amounted to $6,634.

On February 21, 2006 the Company  issued  warrants for 37,500  shares at a $0.60
per share exercise price to Apex in connection with the Interim Bridge Financing
III financing. The aggregate fair value of these warrants amounted to $1,382.


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On March 1, 2006 the Company  issued  warrants for 192,500 shares at a $0.60 per
share exercise price to Apex in connection with the Interim Bridge Financing III
financing. The aggregate fair value of these warrants amounted to $10,029.

On March 17, 2006 the Company issued  warrants for 112,500 shares at a $0.60 per
share exercise price to Apex in connection with the Interim Bridge Financing III
financing. The aggregate fair value of these warrants amounted to $5,861.

On March 22, 2006 the Company  issued  warrants for 75,000 shares at a $0.60 per
share exercise price to Apex in connection with the Interim Bridge Financing III
financing. The aggregate fair value of these warrants amounted to $3,907.

On March 27, 2006 the Company issued  warrants for 18,606,278  shares at a $0.10
per share exercise price to the investors in the Series A Preferred Financing in
connection  with the Series A  Preferred  Financing.  Additionally,  the Company
issued  5,950,837  common stock purchase  warrants at a $0.10 per share exercise
price to Laidlaw as placement agent in the Series A Preferred Financing.

ISSUANCE OF EMPLOYEE STOCK OPTIONS

During the three months ended March 31, 2006,  the Company  issued stock options
to employees to purchase  2,987,233  shares.  These  options  include a grant to
purchase 2,201,119 shares at $0.055 per share, with a fair value of $94,436,  to
the Chief  Operating  Officer of the  Company,  Mr.  Braden  Waverley,  upon the
signing of his employment agreement with the Company.  Additionally, the Company
granted  options to  purchase  786,114  shares at $0.055 per share,  with a fair
value of $33,727,  to Mr.  Martin T.  Johnson,  the  Company's  Chief  Financial
Officer, upon the signing of his employment agreement with the Company.

The fair value of the unvested portion of stock options issued prior to December
31, 2005 was $776,251 as of December 31, 2005.  Including the options granted in
the three months ended March 31, 2006, the fair value of the unvested portion of
stock option grants as of March 31, 2006 is $731,080.


NOTE 19 - DISCONTINUED OPERATIONS

During the three months  ended March 31, 2006,  the Company made the decision to
streamline the Company's business focus on enterprise level software and service
solutions designed to help customers create,  manage and apply complex rule sets
that support business policies, enhance work flow processes,  enforce regulatory
compliance  and  reduce  the  time,  cost and  overhead  of  electronic  message
management. This decision resulted in the Company's decision to find a buyer for
the LucidLine  business.  Based on this  decision,  the Company has recorded the
assets net of liabilities as assets of discontinued  operations on the Condensed
Consolidated  Balance  Sheet as of March 31, 2006 and has  recorded  the loss on
discontinued  operations on the Condensed  Consolidated  Statement of Operations
for the three months ended March 31, 2006 and March 31, 2005. Revenue associated
with the  discontinued  operations  was $99,167 and $42,430 for the three months
ended March 31, 2006 and 2005, respectively. Loss on discontinued operations was
$104,962  and  $102,377  for the three  months  ended  March 31,  2006 and 2005,
respectively.

On April 18, 2006,  the Company  entered into a Stock  Purchase  Agreement  with
Walnut Valley,  Inc.  pursuant to which the Company sold all of the  outstanding
shares of LucidLine, Inc.(Note 20).


NOTE 20 - SUBSEQUENT EVENTS

ADDITIONAL SERIES A PREFERRED STOCK AND WARRANT SALE

On April 3, 2006, the Company  received  $355,000  associated  with the Series A
Preferred  Financing  from Apex  Investment  Fund V, L.P.  With receipt of these
funds, the Company issued 71 shares of Series A Preferred Stock and


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1,479,168 common stock purchase  warrants.  Receipt of these funds completes the
funding of the Series A Preferred Financing.

SALE OF LUCIDLINE, INC.

On April 18, 2006,  the Company  entered into a Stock  Purchase  Agreement  with
Walnut Valley,  Inc.  pursuant to which the Company sold all of the  outstanding
shares of LucidLine,  Inc.,  the Company's  wholly-owned  subsidiary,  to Walnut
Valley,  Inc. in consideration for a cash payment of $25,000 and the issuance of
a Promissory  Note in the principal  amount of $25,000 by Walnut Valley in favor
to the Company.  The sale of LucidLine is designed to  streamline  the Company's
business focus on enterprise  level software and service  solutions  designed to
help customers create,  manage and apply complex rule sets that support business
policies, enhance work flow processes,  enforce regulatory compliance and reduce
the time, cost and overhead of electronic message management.

SETTLEMENT OF SHERLEIGH ASSOCIATES, INC. PROFIT SHARING PLAN LAWSUIT

On April 24, 2006, the Company entered into a Stock  Subscription  Agreement and
Mutual  Release  with  the  Sherleigh  Associates,   Inc.  Profit  Sharing  Plan
("Sherleigh").  This agreement  provides for a final and binding settlement with
respect to any and all claims,  liabilities,  demands,  causes of action, costs,
expenses,  attorneys fees, damages,  indemnities and obligations of any kind and
nature  in  law,  equity  or  otherwise,   known  and  unknown,   suspected  and
unsuspected,  disclosed and undisclosed  arising out of or in any way related to
the business  relationship  between the parties that  Sherleigh may have against
the Company ("Sherleigh Claims").

In settlement  of the Sherleigh  Claims,  Sherleigh  purchased  from the Company
2,312,500 shares of the Series A-1 Preferred Stock for a purchase price of $0.80
per share or $1,850,000. The aggregate purchase price is equivalent to the value
of the  Sherleigh  Claims  being  settled,  which  is  being  paid  through  the
settlement and release of the Sherleigh Claims.

LOK TECHNOLOGIES LITIGATION

On May 4, 2006,  Patron  became  aware that Lok  Technologies,  Inc. had filed a
complaint on or about March 30, 2006 against the  Company,  Entelagent  Software
Corp.  and unnamed  defendants in the Superior  Court of  California,  County of
Santa Clara alleging  breach of contract,  breach of duty of good faith and fair
dealing and unjust enrichment and seeking damages, interest, disgorgement of any
unjust  enrichment,  attorneys fees and cost. Prior to receipt of this notice of
litigation,  the Company  had  recorded a liability  of  $320,000  plus  accrued
interest of $159,432. The Company believes that it has defenses to these claims.
The Company cannot  provide any assurance  that the ultimate  settlement of this
claim will not have a material adverse affect on its financial condition.

ADDITIONAL SHARES ISSUED UNDER ANTI-DILUTION PROVISION

Effective  April 1, 2006,  the Company issued  7,535,176  shares of common stock
under the  provisions  of an  anti-dilution  agreement  associated  with private
placement transactions that occurred in 2004.

BRADEN WAVERLEY STOCK OPTION AGREEMENT

On May 10, 2006,  the Board of Directors  approved a correction to the number of
stock options granted to Mr. Braden Waverley under his employment agreement from
2,146,281 shares to 2,201,119 shares.

MARTIN T. JOHNSON STOCK OPTION AGREEMENT

On May 10, 2006,  the Board of Directors  approved a correction to the number of
stock options  granted to Mr. Martin T. Johnson under his  employment  agreement
from 766,529 shares to 786,114 shares.


                                      130



RATIFICATION OF AGREEMENT WITH STUBBS, ALDERTON & MARKILES, LLP

On July 12,  2006,  the Board of  Directors  ratified,  approved and adopted the
indemnification and escrow agreements that the Company has entered into with its
legal counsel,  Stubbs,  Alderton & Markiles,  LLP.  Accordingly,  cash that was
previously held in escrow for general working  capital  purposes,  including the
repayment of outstanding obligations,  under the Company's merger agreement with
Entelagent and the Series A Preferred Stock Offering  documents was used to fund
general operating activities.

STOCK OPTION GRANT

On July 12,  2006,  the  Board of  Directors  approved  the  grant of  1,210,000
non-qualified  stock  options  to 11  individuals.  The  strike  price for these
options was $0.045, The closing price for the Company's common stock on the date
of grant, July 12, 2006.

ANNUAL MEETING OF STOCKHOLDERS

On July 20,  2006,  the Company  held its annual  meeting of  stockholders.  The
stockholders approved the election of three directors: Mr. Robert Cross to serve
until the annual meeting of  stockholders  in 2007; Mr. Braden Waverley to serve
until the annual meeting of  stockholders  in 2008; and Mr. George  Middlemas to
serve  until the  annual  meeting of  stockholders  in 2009.  Additionally,  the
stockholders  approved the three other  proposals made as part of the 2006 proxy
statement  including  the  adoption  of the  Patron  Systems,  Inc.  2006  Stock
Incentive  Plan and the  approval  of an  amendment  to the Second  Amended  and
Restated  Certificate of  Incorporation,  as amended,  to provide for a 1-for-30
reverse stock split of the Company's issued and outstanding common stock.

COMPLETION OF THE CREDITOR AND CLAIMANT LIABILITIES RESTRUCTURING PROGRAM

On July 21,  2006,  the Board of  Directors  authorized  the  completion  of the
Creditor and Claimant  Liabilities  Restructuring  Program.  Under this program,
claims totaling  $29,592,756  have been settled for 36,990,946  shares of Series
A-1  Preferred  Stock.  Additionally,  the Company has settled  claims  totaling
$382,584 for $12,140.  The total of all claims settled  represents  94.1% of the
eligible claims.


CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
DISCLOSURE

As reported on a current report filed with the Securities & Exchange  Commission
on February 10, 2004, on January 21, 2004, we received  notification  from Grant
Thornton LLP ("Grant  Thornton")  of its  decision to resign as our  independent
public accountants.

Grant  Thornton's  reports on the our  consolidated  financial  statements as of
September  30, 2002 and for the period from  inception  (April 30, 2002) through
September 30, 2002 and as of December 31, 2002 and for the period from inception
(April 30, 2002) through December 31, 2002 did not contain an adverse opinion or
disclaimer of opinion and were not qualified as to uncertainty,  audit scope, or
accounting  principles except such reports did contain an explanatory  paragraph
related to the  Company's  ability to  continue as a going  concern.  During the
fiscal period ended  December 31, 2002 and through the date of Grant  Thornton's
resignation,  there were no  disagreements  with Grant Thornton on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which disagreement,  if not resolved to the satisfaction of
Grant Thornton,  would have caused it to make reference to the subject matter of
the  disagreement  in  connection  with its reports.  During the interim  period
ending  September 30, 2002,  the fiscal  period ended  December 31, 2002 and the
subsequent interim periods preceding such resignation, there were no "reportable
events" (as that term is defined in Items 304(a)(l)(v) of Regulation S-K) except
as follows:

         o        During  the  course  of  reviewing  the  Company's   quarterly
                  unaudited  financial  statements  on Form 10-QSB in 2003,  the
                  Company had on numerous  occasions in 2003 been  provided with
                  confirmation  letters  from an investor,  InterCap  Group LLC,
                  committing to $50 million in  financing.  In reliance on these
                  documents and


                                      131



                  other  discussions  with the  investor  about such  financing,
                  management  continually  believed  it had met  the  conditions
                  precedent  to funding and that the funding  would be imminent,
                  having  disclosed  in its Form 10-QSB for the  quarter  ending
                  September  30, 2003 that the funding would take place no later
                  than  January 5, 2004.  In its  letter of  resignation,  Grant
                  Thornton concluded based on background  information related to
                  the investor it had independently  obtained and later had been
                  brought to its  attention  by  management  through  subsequent
                  discussions,  that this  background  information  had not been
                  brought to Grant  Thornton's  attention on a timely basis.  In
                  its  resignation  letter,  Grant  Thornton  indicated  that it
                  believed a  representation  made by the  Company  that Hogan &
                  Hartson  LLP  ("Hogan")  had  agreed to be  re-engaged  as the
                  Company's  legal counsel upon payment of outstanding  fees was
                  not  factual  based upon its own  inquires  made to Hogan.  In
                  addition,  Grant  Thornton also indicated that the Company had
                  not been forthcoming with contact  information  requested from
                  the Company for an official reference regarding the background
                  of the  investor.  These  factors,  coupled  with newly  found
                  information concerning the investor's background, and the fact
                  that  the  funding  had  never  occurred  as  promised  by the
                  investor,  led Grant  Thornton  to  conclude  that it could no
                  longer rely on the Company's representations and, as a result,
                  Grant  Thornton  was  unwilling  to  be  associated  with  the
                  financial   statements   prepared  by  our   management,   and
                  accordingly,  advised us that Grant  Thornton was  withdrawing
                  its audit  reports and those audit  reports could no longer be
                  relied upon.

Based on our subsequent  discussion with a  representative  of Hogan, we believe
our statements made to Grant Thornton  regarding our relationship  with Hogan at
the  time  were  true,  and  that  there  was  either  a   miscommunication   or
misunderstanding  between Grant Thornton and Hogan. In addition,  at the time of
Grant Thornton's  resignation,  we were unaware that Grant Thornton had not been
provided  with  the  official  reference  information  for the  investor  it had
requested.

Lastly,  our disclosure of the InterCap  funding was based on written and verbal
communication  from InterCap and verified by  knowledgeable  third  parties.  We
believe the statements  made in previous  filings and press releases  accurately
and completely described InterCap's commitments at the time of each disclosure.

Our Board did not recommend or approve the resignation of Grant Thornton.

We  requested  that Grant  Thornton  furnish us with a letter  addressed  to the
Securities and Exchange Commission ("SEC") stating whether or not it agreed with
our  statements  in our filings with the SEC. We do not have a record of receipt
of such a letter.

On October 27, 2004,  the Board  resolved to engage Marcum & Kliegman LLP as our
new  independent  accountants  to audit our financial  statements for the period
from April 30, 2002 through  December  31, 2002,  and for the fiscal years ended
December 31, 2003 and 2004. We engaged Marcum & Kliegman as our new  independent
accountants as of November 15, 2004. During the two most recent fiscal years and
the interim periods  preceding the engagement of Marcum & Kliegman,  we have not
consulted  with  Marcum & Kliegman  regarding  any  matters  specified  in Items
304(a)(2)(i) or (ii) of Regulation S-B.


PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Delaware General  Corporation Law and certain provisions of our Bylaws under
certain circumstances provide for indemnification of our officers, directors and
controlling persons against liabilities which they may incur in such capacities.
A summary of the circumstances in which such  indemnification is provided for is
contained herein, but this description is qualified in its entirety by reference
to our bylaws and to the statutory provisions.

In general, any officer, director,  employee or agent may be indemnified against
expenses,  fines,  settlements or judgments  arising in connection  with a legal
proceeding  to which such person is a party,  if that  person's  actions were in
good faith,  were  believed to be in our best  interest,  and were not unlawful.
Unless  such  person  is   successful   upon  the  merits  in  such  an  action,
indemnification  may be  awarded  only  after  a  determination  by  independent
decision of


                                      132



the board of directors, by legal counsel, or by a vote of the stockholders, that
the applicable standard of conduct was met by the person to be indemnified.

The circumstances  under which  indemnification is granted in connection with an
action  brought on our behalf is  generally  the same as those set forth  above;
however,  with  respect to such  actions,  indemnification  is granted only with
respect  to  expenses  actually  incurred  in  connection  with the  defense  or
settlement of the action.  In such actions,  the person to be  indemnified  must
have  acted in good  faith  and in a manner  believed  to have  been in our best
interest, and have not been adjudged liable for negligence or misconduct.

Indemnification  may also be granted  pursuant to the terms of agreements  which
may be  entered  into in the future or  pursuant  to a vote of  stockholders  or
directors.  The statutory  provision  cited above also grants the power to us to
purchase  and maintain  insurance  which  protects  our  officers and  directors
against any  liabilities  incurred in  connection  with their  service in such a
position, and such a policy may be obtained by us.

A  stockholder's  investment may be adversely  affected to the extent we pay the
costs of settlement and damage awards against directors and officers as required
by these indemnification  provisions. At present, there is no pending litigation
or proceeding  involving any of our directors,  officers or employees  regarding
which  indemnification  by us is  sought,  nor are we  aware  of any  threatened
litigation that may result in claims for indemnification.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers or persons  controlling  us pursuant to the
foregoing  provisions,  we have been  informed  that, in the opinion of the SEC,
this indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

Reference  is  made  to the  following  documents  filed  as  exhibits  to  this
Registration Statement regarding relevant  indemnification  provisions described
above and elsewhere herein:

                                                                       EXHIBIT
EXHIBIT DOCUMENT                                                       NUMBER
----------------                                                       -------

Certificate of Incorporation of Registrant, as amended............       3.1
Bylaws of Registrant..............................................       3.2


ITEM 25.  OTHER EXPENSES OF ISSUANCE AND DISCLOSURE.

The following table sets forth an itemization of all estimated expenses,  all of
which we will pay, in  connection  with the  issuance  and  distribution  of the
securities being registered:

NATURE OF EXPENSE AMOUNT

          SEC Registration fee ...............    $   3,494.38
          Accounting fees and expenses .......       30,000.00*
          Legal fees and expenses ............       20,000.00*
                                                  ------------
                     Total ...................    $  53,494.38
                                                  ============
* Estimated.


ITEM 26.  RECENT SALES OF UNREGISTERED SECURITIES.

The following unregistered securities have been sold by us during the last three
fiscal years:


                                      133





                     TITLE AND AMOUNT OF SECURITIES       NAME OF          NAME OR CLASS OF
  DATE OF GRANT        GRANTED/EXERCISE PRICE IF          PRINCIPAL      PERSONS WHO RECEIVED     CONSIDERATION
                               APPLICABLE                UNDERWRITER          SECURITIES            RECEIVED
------------------   ------------------------------      -----------    -----------------------   -------------
                                                                                       
   January 2003          5,769,231/Common Stock             None        Mercatus & Partners Ltd.   $0.00(1)

    March 2003             37,500/Common Stock              None             TJM Investment        $150,000(2)
                                                                               Management

    March 2003            125,000/Common Stock              None             Eugenia Valdes        $500,000(3)

    March 2003            310,000/Common Stock              None              Paul Harary          $0.00(4)

    March 2003            400,000/Common Stock              None                LLB Ltd.           $0.00(4)

    March 2003            350,000/Common Stock              None            Maria Caporicci        $0.00(4)

    March 2003             90,000/Common Stock              None             Paris McKenzie        $0.00(4)

    March 2003             50,000/Common Stock              None             DGC Ltd., Inc.        $0.00(4)

    March 2003           1,000,000/Common Stock             None         Sherleigh Associates,     $2,000,000(5)
                                                                        Inc. Profit Sharing Plan

    April 2003            125,000/Common Stock              None           Robert O'Neel III       $250,000(6)

    March 2004            324,324/Common Stock              None             Anne F Bivona         $100,000(7)

    March 2004            390,500/Common Stock              None            Victor Schwartz        $100,000(8)


--------
(1)   On January 3, 2003, we entered into another loan  agreement  with Mercatus
      for a collateralized  loan of $1,500,000.  As collateral for this loan, we
      placed in escrow  5,769,231 shares of common stock. For failure to provide
      funding  pursuant  to the  terms  of the  collateral  loan  agreement  and
      promissory note and for breach of contract,  the Company sent notification
      to Mercatus in March 2003 terminating the agreements. On October 28, 2004,
      the shares were  cancelled and retired by our transfer agent in accordance
      with a letter from Mercatus'  attorney stating that the certificates  were
      lost and unrecoverable.
(2)   On March  31,  2003,  we  issued  37,500  shares  of  common  stock to TJM
      Investment Management in a Private Placement transaction.
(3)   On March 31,  2003,  we issued  125,000  shares of common stock to Eugenia
      Valdes in a Private Placement transaction.
(4)   On March 13,  2003,  we replaced the shares to the five  stockholders  who
      pledged shares under the Accommodation Agreements for a total of 1,200,000
      shares of Patron common stock. The five stockholders are Paul Harary,  LLB
      Ltd., Maria Caporicci, Paris McKenzie and DGC Ltd., Inc.
(5)   On March 20 and March 31, 2003, we issued an aggregate of 1,000,000 shares
      of common  stock to  Sherleigh  Associates,  Inc.  Profit  Sharing Plan in
      Private Placement transactions of 500,000 shares each.
(6)   On April 4,  2003,  we issued  125,000  shares  of common  stock to Robert
      O'Neel III in a Private Placement transaction.
(7)   In March of 2004, we received $100,000 in a Private Placement  transaction
      from John V. Bivona.  These shares were later issued to Anne F. Bivona, at
      Mr. Bivona's direction, on May 21, 2004 in favor of this transaction.
(8)   In March of 2004, we received $100,000 in a Private Placement  transaction
      from Victor  Schwartz.  These shares were later issued to Mr.  Schwartz on
      May 21, 2004 in favor of this transaction.


                                      134





                     TITLE AND AMOUNT OF SECURITIES       NAME OF          NAME OR CLASS OF
  DATE OF GRANT        GRANTED/EXERCISE PRICE IF         PRINCIPAL       PERSONS WHO RECEIVED     CONSIDERATION
                               APPLICABLE                UNDERWRITER          SECURITIES            RECEIVED
------------------   ------------------------------      -----------    -----------------------   -------------
                                                                                       
    August 2004            50,000/Common Stock              None             Carmine Fiore         $50,000(9)

    August 2004           150,000/Common Stock              None             Seabatical LLC        $150,000(10)

    August 2004            50,000/Common Stock              None           Charles F. Rimicci      $50,000(11)

    August 2004            50,000/Common Stock              None             John V. Bivona        $50,000(12)

    August 2004            50,000/Common Stock              None            Mark Morgenstern       $50,000(13)

    August 2004            35,000/Common Stock              None            Alvin I. Siegel        $35,000(14)

    August 2004            15,000/Common Stock              None             Michael Wirth         $15,000(15)

      August/             100,000/Common Stock              None            Victor Schwartz        $100,000(16)
  September 2004

  September 2004           40,000/Common Stock              None             Alvin I Siegel        $0.00(17)

  September 2004          200,000/Common Stock              None             Joseph K Lemel        $0.00(18)

   December 2004          500,000/Common Stock              None            Frank G. Mazzola       $0.00(19)

   February 2005         4,400,000/Common Stock             None            Stockholders of        $0.00(20)
                                                                            LucidLine, Inc.


--------
(9)   On August 24, 2004, we received $50,000 in a Private Placement transaction
      from  Carmine  Fiore.  These  shares  were  later  issued to Mr.  Fiore on
      December 14, 2004 in favor of this transaction.
(10)  On  August  24,  2004,  we  received   $150,000  in  a  Private  Placement
      transaction  from  Seabatical  LLC.  These  shares  were  later  issued to
      Seabatical LLC on December 14, 2004 in favor of this transaction.
(11)  On August 24, 2004, we received $50,000 in a Private Placement transaction
      from Charles F. Rimicci.  These shares were later issued to Mr. Rimicci on
      December 14, 2004 in favor of this transaction.
(12)  On August 24, 2004, we received $50,000 in a Private Placement transaction
      from  John V Bivona.  These  shares  were  later  issued to Mr.  Bivona on
      December 14, 2004 in favor of this transaction.
(13)  On August 30, 2004, we received $50,000 in a Private Placement transaction
      from Mark Morgenstern.  These shares were later issued to Mr.  Morgenstern
      on December 14, 2004 in favor of this transaction.
(14)  On August 25, 2004, we received $50,000 in a Private Placement transaction
      from Arthur Wirth. Under the direction of Mr. Wirth, we later issued these
      shares, on December 14 and 15, 2004,  respectively,  to Alvin I Siegel and
      Michael Wirth.
(15)  See footnote 14 immediately above.
(16)  On August 25 and  September 14, 2004, we received an aggregate of $100,000
      in Private Placement transactions from Victor Schwartz.  These shares were
      later  issued  to Mr.  Schwartz  on  December  14,  2004 in  favor of this
      transaction.
(17)  On  September  13,  2004,  we issued  40,000  shares  of  common  stock in
      consideration for services provided to us by Alvin I Siegel.
(18)  On  September  13,  2004,  we issued  200,000  shares  of common  stock in
      consideration for services provided to us by Joseph K Lemel.
(19)  On  December  14,  2004,  we issued  500,000  shares  of  common  stock in
      consideration  for  services  provided  to us by Frank G Mazzola.  We have
      deferred the cost of these  services  over the  duration of the  contract,
      which began on March 24, 2004.  Please refer to the notes to the financial
      statements for additional details.


                                      135





                     TITLE AND AMOUNT OF SECURITIES       NAME OF          NAME OR CLASS OF
  DATE OF GRANT        GRANTED/EXERCISE PRICE IF         PRINCIPAL       PERSONS WHO RECEIVED     CONSIDERATION
                               APPLICABLE                UNDERWRITER          SECURITIES            RECEIVED
------------------   ------------------------------      -----------    -----------------------   -------------
                                                                                       
   February 2005         7,500,000/Common Stock             None            Stockholders of        $0.00(21)
                                                                           Complete Security
                                                                            Solutions, Inc.

    March 2005           3,000,000/Common Stock             None            Stockholders of        $0.00(22)
                                                                          Entelagent Software
                                                                                 Corp.

    April 2005            890,500/Common Stock              None         FIBA Consultants Ltd.     $0.00(23)

    April 2005           1,000,000/Common Stock             None            Frank G. Mazzola       $0.00(24)

   October 2005           400,000/Common Stock              None             Richard Rozzi         $0.00(25)

   January 2006      1,875,000/Series A-1 Preferred         None.           Patrick J. Allin       $1,500,000 in
                                  Stock                                                              cancelled
                                                                                                     debt(26)

   January 2006       625,000/Series A-1 Preferred          None.       The Allin Dynastic Trust   $500,000 in
                                  Stock                                                             cancelled
                                                                                                    debt(27)

   February 2006     1,777,261/Series A-1 Preferred         None            Richard Linting        $1,421,809 in
                                  Stock                                                              cancelled
                                                                                                     debt(28)

    March 2006        893/Series A Preferred Stock          None        56 Accredited Investors    $4,465,501(29)
                                                                         in Series A Preferred
                                                                            Stock Financing

    March 2006       29,142,819/Series A-1 Preferred        None        Creditors and Claimants    $23,314,253 in
                                  Stock                                  in the Company's Debt       cancelled
                                                                             Restructuring           debt(30)

    April 2006       1,591,003/Series A-1 Preferred         None        Creditors and Claimants    $1,272,802 in
                                  Stock                                  in the Company's Debt       cancelled
                                                                             Restructuring           debt(31)


--------
(20)  On February 25, 2005, we agreed to issue 4,400,000  shares of common stock
      to the stockholders of our subsidiary, LucidLine, Inc. in consideration of
      our merger with LucidLine, Inc.
(21)  On February 25, 2005, we agreed to issue 7,500,000  shares of common stock
      to the stockholders of Complete Security Solutions,  Inc. in consideration
      of our merger with Complete Security Solutions, Inc.
(22)  On March 30, 2005, we agreed to issue 3,000,000  shares of common stock to
      the  stockholders  of Entelagent  Software Corp. in  consideration  of our
      merger with Entelagent Software Corp.
(23)  On May 16, 2005, we issued 890,500 shares of common stock in consideration
      for services provided to us by FIBA Consultants Ltd.
(24)  On  April  20,  2005  we  issued  1,000,000  shares  of  common  stock  in
      consideration  for  services  provided  to us by Frank G Mazzola.  We have
      deferred the cost of these  services  over the duration of the  concurrent
      contracts, which began on June 4 and August 8, 2004, respectively.  Please
      refer to the financial statements for additional details.
(25)  On  October  28,  2005,  we  issued  400,000  shares  of  common  stock in
      consideration for services provided to us by Richard Rozzi.
(26)  On January 1, 2006,  we issued  1,875,000  shares of Series A-1  Preferred
      Stock in  consideration  of $1,500,000 in outstanding  obligations owed to
      Patrick J. Allin.
(27)  On January 1, 2006, we issued 625,000 shares of Series A-1 Preferred Stock
      in consideration of $500,000 in outstanding  obligations owed to The Allin
      Dynastic Trust.
(28)  On February 14, 2006, we issued  1,777,261  shares of Series A-1 Preferred
      Stock in  consideration  of $1,421,809 in outstanding  obligations owed to
      Richard Linting.
(29)  On March 27,  2006,  we issued 893 shares of Series A  Preferred  Stock in
      consideration for $4,285,501 of cash and $180,000 financing charge.
(30)  On March 27, 2006,  we issued  29,142,819  shares of Series A-1  Preferred
      Stock in  consideration  for $23,314,253 of debt  cancellation  and claims
      settlement under the Creditor and Claimant Liabilities Restructuring.
(31)  On April 30,  2006,  we issued  1,591,003  shares of Series A-1  Preferred
      Stock in  consideration  for  $1,272,802 of debt  cancellation  and claims
      settlement under the Creditor and Claimant Liabilities Restructuring.


                                      136





                     TITLE AND AMOUNT OF SECURITIES       NAME OF          NAME OR CLASS OF
  DATE OF GRANT        GRANTED/EXERCISE PRICE IF         PRINCIPAL       PERSONS WHO RECEIVED     CONSIDERATION
                               APPLICABLE                UNDERWRITER          SECURITIES            RECEIVED
------------------   ------------------------------      -----------    -----------------------   -------------
                                                                                       
    April 2006        71/Series A Preferred Stock           None        Apex Investment Fund V,    $355,000(32)
                                                                                  L.P.

    June 2006        1,346,575/Series A-1 Preferred Stock   None          Arco van Nieuwland       $1,077,260 in
                                                                                                     cancelled
                                                                                                      debt(33)

    June 2006          31,250/Series A-1 Preferred Stock    None           John V. Bivona          $25,000 in
                                                                                                    cancelled
                                                                                                     debt(34)

    June 2006               7,535,176/Common Stock          None            9 Investors            $0.00(35)

    July 2006         602,039/Series A-1 Preferred Stock    None           Creditors and           $481,631 in
                                                                          Claimants in the          cancelled
                                                                           Company's Debt            debt(36)
                                                                           Restructuring


The following  unregistered  derivative  securities  (options and warrants) have
been sold by us during the last three fiscal years:



                     TITLE AND AMOUNT OF SECURITIES       NAME OF          NAME OR CLASS OF
  DATE OF GRANT        GRANTED/EXERCISE PRICE IF         PRINCIPAL       PERSONS WHO RECEIVED     CONSIDERATION
                               APPLICABLE                UNDERWRITER          SECURITIES            RECEIVED
------------------   ------------------------------      -----------    -----------------------   -------------
                                                                                      
   February 2005     2,250,000/Common Stock Purchase        None           Series A Preferred     $0.00(37)
                                Warrants                                    Stockholders of
                                                                           Complete Security
                                                                            Solutions, Inc.

   February 2005     1,750,000/Common Stock Purchase        None        33 Accredited Investors   $0.00(38)
                                Warrants                                   in Interim Bridge
                                                                              Financing I

   February 2005      650,000/Common Stock Purchase         None         Laidlaw & Company (UK)   $0.00(39)
                                Warrants                                          Ltd.

     June 2005        40,250/Common Stock Purchase           None          Stubbs, Alderton &     $0.00(40)
                                Warrants                                      Markiles LLP


--------
(32)  On April 3,  2006,  we issued 71  shares  of Series A  Preferred  Stock in
      consideration for $355,000 from Apex Investment Fund V, L.P.
(33)  On June 3, 2006, we issued  1,346,575 shares of Series A-1 Preferred Stock
      in consideration for $1,077,260 of debt cancellation and claims settlement
      under the Creditor and Claimant Liabilities Restructuring.
(34)  On June 29, 2006, we issued 31,250 shares of Series A-1  Preferredd  Stock
      in consideration  for $25,000 of debt  cancellation and claims  settlement
      under the Creditor and Claimant Liabilities Restructuring.
(35)  On June  30,  2006,  we  issued  7,535,176  shares  of  Common  Stock to 9
      investors as an  anti-dilution  adjustment to their share  purchases  made
      directly from the Company during the March 2004 and August/September  2004
      periods.
(36)  On July 18, 2006, we issued 602,039  shares of Series A-1 Preferred  Stock
      to three parties in  consideration  for $481,631 of debt  cancellation and
      claims   settlement   under  the   Creditor   and   Claimant   Liabilities
      Restructuring.
(37)  On  February  25,  2005,  we agreed to issue  warrants  to  purchase up to
      2,250,000   shares  of  our  common   stock  to  the  Series  A  Preferred
      stockholders of Complete Security Solutions,  Inc. in consideration of our
      merger with Complete Security Solutions,  Inc. The warrants have a term of
      5 years and an exercise price of $0.70 per share.
(38)  On February  28,  2005,  we issued  warrants  to purchase up to  1,750,000
      shares of our common stock to 33 accredited  investors who invested in our
      Interim  Bridge  Financing I. The  warrants  have a term of 5 years and an
      exercise price of $0.70 per share.
(39)  On February 28, 2005, we issued  warrants to purchase up to 650,000 shares
      of our common  stock to Laidlaw & Company  (UK) Ltd.  in  connection  with
      services  rendered  to  us as  the  placement  agent  for  Interim  Bridge
      Financing  I  and  financial  services  related  to  the  acquisitions  of
      Entelagent, CSSI and LucidLine. The warrants have a term of 5 years and an
      exercise price of $0.70 per share.
(40)  On July 1, 2005,  we agreed to issue  warrants  to  purchase  up to 40,250
      shares of our common stock to Stubb, Alderton & Markiles LLP in connection
      with services rendered to us as legal counsel. The warrants have a term of
      5 years and an exercise price of $0.51 per share.


                                      137





                     TITLE AND AMOUNT OF SECURITIES       NAME OF          NAME OR CLASS OF
  DATE OF GRANT        GRANTED/EXERCISE PRICE IF         PRINCIPAL       PERSONS WHO RECEIVED     CONSIDERATION
                               APPLICABLE                UNDERWRITER          SECURITIES            RECEIVED
------------------   ------------------------------      -----------    -----------------------   -------------
                                                                                      
     June 2005       1,271,500/Common Stock Purchase        None         7 Accredited Investors   $0.00(41)
                                Warrants                                   in Interim Bridge
                                                                              Financing II

     June 2005        127,150/Common Stock Purchase         None         Laidlaw & Company (UK)   $0.00(42)
                                Warrants                                          Ltd.

     June 2005       1,750,000/Common Stock Purchase        None        33 Accredited Investors   $0.00(43)
                                Warrants                                   in Interim Bridge
                                                                              Financing I

     July 2005        925,000/Common Stock Purchase         None         2 Accredited Investors   $0.00(44)
                                Warrants                                   in Interim Bridge
                                                                             Financing III

     July 2005        50,000/Common Stock Purchase          None           Advanced Equities      $0.00(45)
                                Warrants                                  Venture Partners I,
                                                                                  L.P.

    August 2005       225,000/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(46)
                                Warrants                                          L.P.

  September 2005      600,000/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(47)
                                Warrants                                          L.P.

   October 2005      1,271,500/Common Stock Purchase        None         7 Accredited Investors   $0.00(48)
                                Warrants                                   in Interim Bridge
                                                                              Financing II

   October 2005       180,000/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(49)
                                Warrants                                          L.P.

   October 2005       37,500/Common Stock Purchase          None        Apex Investment Fund V,   $0.00(50)
                                Warrants                                          L.P.


--------
(41)  Beginning on June 6, 2005,  we agreed to issue  warrants to purchase up to
      1,271,500  shares  of our  common  stock  to 7  accredited  investors  who
      invested in our Interim Bridge Financing II. The warrants have a term of 5
      years and an exercise price of $0.60 per share.
(42)  On June 30, 2005, we issued  warrants to purchase up to 127,150  shares of
      our  common  stock to  Laidlaw &  Company  (UK) Ltd.  in  connection  with
      services  rendered to us as placement  agent for Interim Bridge  Financing
      II. The warrants have a term of 5 years and an exercise price of $0.60 per
      share.
(43)  On June 29, 2005, we issued warrants to purchase up to 1,750,000 shares of
      our common stock to 33  accredited  investors  who invested in our Interim
      Bridge  Financing I. The  warrants  have a term of 5 years and an exercise
      price of $0.70 per share.
(44)  On July 1, 2005,  we issued  warrants to purchase up to 925,000  shares of
      our common  stock to 2  accredited  investors  who invested in our Interim
      Bridge  Financing III. The warrants have a term of 5 years and an exercise
      price of $0.60 per share.
(45)  On July 29, 2005,  we issued  warrants to purchase up to 50,000  shares of
      our common stock to Advanced Equities Investment Fund V, L.P. who invested
      in our Interim  Bridge  Financing III. The warrants have a term of 5 years
      and an exercise price of $0.60 per share.
(46)  On August 19, 2005, we issued warrants to purchase up to 225,000 shares of
      our common  stock to Apex  Investment  Fund V, L.P.  who  invested  in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(47)  On September 20, 2005, we issued warrants to purchase up to 600,000 shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(48)  Beginning on November 4, 2005, we agreed to issue  warrants to purchase up
      to  1,271,500  shares of our common stock to 7  accredited  investors  who
      invested in our Interim Bridge Financing II. The warrants have a term of 5
      years and an exercise price of $0.60 per share.
(49)  On October 16, 2005, we issued  warrants to purchase up to 180,000  shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(50)  On October 24, 2005, we issued warrants to purchase up to 37,500 shares of
      our common  stock to Apex  Investment  Fund V, L.P.  who  invested  in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.


                                      138





                     TITLE AND AMOUNT OF SECURITIES       NAME OF          NAME OR CLASS OF
  DATE OF GRANT        GRANTED/EXERCISE PRICE IF         PRINCIPAL       PERSONS WHO RECEIVED     CONSIDERATION
                               APPLICABLE                UNDERWRITER          SECURITIES            RECEIVED
------------------   ------------------------------      -----------    -----------------------   -------------
                                                                                      
   October 2005       925,000/Common Stock Purchase         None         2 Accredited Investors   $0.00(51)
                                Warrants                                   in Interim Bridge
                                                                             Financing III

   October 2005       192,500/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(52)
                                Warrants                                          L.P.

   November 2005      112,500/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(53)
                                Warrants                                          L.P.

   November 2005      75,000/Common Stock Purchase          None        Apex Investment Fund V,   $0.00(54)
                                Warrants                                          L.P.

   November 2005      50,000/Common Stock Purchase          None           Advanced Equities      $0.00(55)
                                Warrants                                Venture Partners I, L.P.

   November 2005      105,000/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(56)
                                Warrants                                          L.P.

   December 2005      114,500/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(57)
                                Warrants                                          L.P.

   December 2005      225,000/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(58)
                                Warrants                                          L.P.

   January 2006       600,000/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(59)
                                Warrants                                          L.P.

   February 2006      180,000/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(60)
                                Warrants                                          L.P.

   February 2006      37,500/Common Stock Purchase          None        Apex Investment Fund V,   $0.00(61)
                                Warrants                                          L.P.


--------
(51)  On October 29, 2005, we issued  warrants to purchase up to 925,000  shares
      of our common stock to 2 accredited  investors who invested in our Interim
      Bridge  Financing III. The warrants have a term of 5 years and an exercise
      price of $0.60 per share.
(52)  On October 31, 2005, we issued  warrants to purchase up to 192,500  shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(53)  On November 16, 2005, we issued  warrants to purchase up to 112,500 shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(54)  On November 21, 2005,  we issued  warrants to purchase up to 75,000 shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(55)  On November 26, 2005,  we issued  warrants to purchase up to 50,000 shares
      of our common  stock to  Advanced  Equities  Investment  Fund V, L.P.  who
      invested in our Interim Bridge  Financing III. The warrants have a term of
      5 years and an exercise price of $0.60 per share.
(56)  On November 29, 2005, we issued  warrants to purchase up to 105,000 shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(57)  On December 8, 2005, we issued  warrants to purchase up to 114,500  shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(58)  On December 17, 2005, we issued  warrants to purchase up to 225,000 shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(59)  On January 28, 2006, we issued  warrants to purchase up to 600,000  shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(60)  On February 13, 2006, we issued  warrants to purchase up to 180,000 shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(61)  On February 21, 2006,  we issued  warrants to purchase up to 37,500 shares
      of our common  stock to Apex  Investment  Fund V, L.P. who invested in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.


                                      139





                     TITLE AND AMOUNT OF SECURITIES       NAME OF          NAME OR CLASS OF
  DATE OF GRANT        GRANTED/EXERCISE PRICE IF         PRINCIPAL       PERSONS WHO RECEIVED     CONSIDERATION
                               APPLICABLE                UNDERWRITER          SECURITIES            RECEIVED
------------------   ------------------------------      -----------    -----------------------   -------------
                                                                                      
    March 2006        192,500/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(62)
                                Warrants                                          L.P.

    March 2006        112,500/Common Stock Purchase         None        Apex Investment Fund V,   $0.00(63)
                                Warrants                                          L.P.

    March 2006        75,000/Common Stock Purchase          None        Apex Investment Fund V,   $0.00(64)
                                Warrants                                          L.P.

    March 2006      18,606,278/Common Stock Purchase        None        56 Accredited Investors   $0.00(65)
                                Warrants                                  purchasing Series A
                                                                            Preferred Stock

    March 2006       5,950,837/Common Stock Purchase        None         Laidlaw & Company (UK)   $0.00(66)
                                Warrants                                          Ltd.

    April 2006       1,479,168/Common Stock Purchase        None        Apex Investment Fund V,   $0.00(67)
                                Warrants                                          L.P.


ITEM 27.  EXHIBITS.

See attached Exhibit Index.

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes to:

(1)   File,  during  any  period  in which it  offers  or  sells  securities,  a
      post-effective amendment to this registration statement to:

      (i)   Include  any  prospectus   required  by  Section   10(a)(3)  of  the
            Securities Act;

      (ii)  Reflect in the prospectus any facts or events which, individually or
            together,  represent a fundamental  change in the information in the
            registration  statement;   and  notwithstanding  the  forgoing,  any
            increase or decrease in volume of  securities  offered (if the total
            dollar value of  securities  offered would not exceed that which was
            registered)  and any  deviation  from  the  low or  high  end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospects  filed with the Commission  pursuant to Rule 424(b) if, in
            the aggregate, the

--------
(62)  On March 1, 2006, we issued  warrants to purchase up to 192,500  shares of
      our common  stock to Apex  Investment  Fund V, L.P.  who  invested  in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(63)  On March 17, 2006, we issued  warrants to purchase up to 112,500 shares of
      our common  stock to Apex  Investment  Fund V, L.P.  who  invested  in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(64)  On March 22, 2006,  we issued  warrants to purchase up to 75,000 shares of
      our common  stock to Apex  Investment  Fund V, L.P.  who  invested  in our
      Interim  Bridge  Financing III. The warrants have a term of 5 years and an
      exercise price of $0.60 per share.
(65)  On March 27, 2006, we issued warrants to purchase up to 18,606,278  shares
      of our common stock to 56 accredited  investors who invested in our Series
      A Preferred Stock private  placement.  The warrants have a term of 5 years
      and an exercise price of $0.10 per share.
(66)  On March 27, 2006, we issued  warrants to purchase up to 5,950,837  shares
      of our common  stock to Laidlaw & Company  (UK) Ltd.  in  connection  with
      services  rendered  to us as  placement  agent for the Series A  Preferred
      Stock  private  placement.  The  warrants  have a term of 5  years  and an
      exercise price of $0.10 per share.
(67)  On April 3, 2006, we issued warrants to purchase up to 1,479,168 shares of
      our common  stock to Apex  Investment  Fund V, L.P.  who  invested  in our
      Series A Preferred Stock private placement.  The warrants have a term of 5
      years and an exercise price of $0.10 per share.


                                      140



            changes in the volume and price  represent no more than a 20% change
            in  the  maximum   aggregate   offering   price  set  forth  in  the
            "Calculation   of   Registration   Fee"   table  in  the   effective
            registration statement.

      (iii) Include any additional or changed  material  information on the plan
            of distribution;

(2)   For   determining   liability   under  the  Securities   Act,  treat  each
      post-effective amendment as a new registration statement of the securities
      offered,  and the offering of the  securities  at that time as the initial
      bona fide offering.

(3)   File a  post-effective  amendment to remove from  registration  any of the
      securities that remain unsold at the end of the offering.

Insofar as indemnification  for liabilities arising under the Securities Act may
be  permitted  to  directors,  officers  and  controlling  persons  of the small
business issuer pursuant to the foregoing  provisions,  or otherwise,  the small
business  issuer has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the small business issuer of expenses  incurred or paid by a
director,  officer or  controlling  person of the small  business  issuer in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the  matter  has been  settled by  controlling  precedent,  submit to a court of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                      141



                                   SIGNATURES

         In accordance  with the  requirement of the Securities Act of 1933, the
registrant  certifies that it has reasonable ground to believe that it meets all
of the  requirements  of filing on Form SB-2 and  authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
New York, State of New York on May 15, 2006.


(Registrant)  PATRON SYSTEMS, INC.

By (Signatures and Title) /S/ ROBERT CROSS
                          -------------------------------------------------
                           Chief Executive Officer


In  accordance  with  the  requirement  of  the  Securities  Act of  1933,  this
registration statement was signed by the following persons in the capacities and
on the dates stated:


           SIGNATURE                         TITLE                      DATE
           ---------                         -----                      ----

       /S/ ROBERT CROSS           Chief Executive Officer &        July 24, 2006
------------------------------    Director
          Robert Cross

   /S/ BRADEN WAVERLEY            Chief Operating Officer &        July 24, 2006
------------------------------    Director
       Braden Waverley

  /S/ MARTIN T. JOHNSON           Chief Financial Officer          July 24, 2006
------------------------------
      Martin T. Johnson

   /S/ HEIDI B. NEWTON            Vice President-Finance and       July 24, 2006
------------------------------    Administration
       Heidi B. Newton            (Principal Accounting Officer)


     /S/ GEORGE MIDDLEMAS         Director                         July 24, 2006
------------------------------
        George Middlemas


                                      142



                                  EXHIBIT INDEX

EXHIBIT
NUMBER                           DESCRIPTION OF EXHIBIT
-------  -----------------------------------------------------------------------
2.1      Agreement  and Plan of Merger  dated as of  November  24,  2002,  among
         Patron Systems,  Inc., ESC  Acquisition,  Inc. and Entelagent  Software
         Corp. Incorporated by reference to Exhibit 2.3 to the Current Report on
         Form 8-K filed November 27, 2002.

2.2      Supplemental  Agreement  dated as of November  24,  2002,  among Patron
         Systems,  Inc., ESC  Acquisition,  Inc. and  Entelagent  Software Corp.
         Incorporated  by reference to Exhibit 2.4 to the Current Report on Form
         8-K filed November 27, 2002.

2.3      Agreement and Plan of Merger dated as of March 26, 2003, between Patron
         Systems,  Inc. and Patron Holdings,  Inc.  Incorporated by reference to
         Exhibit A to the Definitive Information Statement on Schedule 14C filed
         on March 7, 2003.

2.4      Supplemental  Agreement dated February 24, 2005,  among Patron Systems,
         Inc., LL  Acquisition  I Corp.  and  LucidLine,  Inc.  Incorporated  by
         reference to Exhibit 10.2 to the Current Report on Form 8-K filed March
         2, 2005.

2.5      Agreement  and Plan of Merger dated  February  24,  2005,  among Patron
         Systems, Inc., LL Acquisition I Corp. and LucidLine,  Inc. Incorporated
         by reference  to Exhibit  10.3 to the Current  Report on Form 8-K filed
         March 2, 2005.

2.6      Supplemental  Agreement dated February 24, 2005,  among Patron Systems,
         Inc.,  CSSI  Acquisition Co. I, Inc. and Complete  Security  Solutions,
         Inc. Incorporated by reference to Exhibit 10.5 to the Current Report on
         Form 8-K filed March 2, 2005.

2.7      Agreement  and Plan of Merger dated  February  24,  2005,  among Patron
         Systems,  Inc.,  CSSI  Acquisition  Co. I, Inc. and  Complete  Security
         Solutions,  Inc.  Incorporated  by  reference  to  Exhibit  10.6 to the
         Current Report on Form 8-K filed March 2, 2005.

2.8      Amended and Restated  Supplemental  Agreement  dated as of February 24,
         2005, by and among Patron  Systems,  Inc.,  ESC  Acquisition,  Inc. and
         Entelagent Software Corp.  Incorporated by reference to Exhibit 10.1 to
         the Current Report on Form 8-K filed March 2, 2005.

2.9      Amended and Restated Agreement and Plan of Merger dated March 30, 2005,
         by and among Patron Systems Inc., ESC Acquisition,  Inc. and Entelagent
         Software Corp. Incorporated by reference to Exhibit 10.1 to the Current
         Report on Form 8-K filed April 5, 2005.

3.1.1    Second  Amended and Restated  Certificate  of  Incorporation  of Patron
         Systems,  Inc. dated as of March 7, 2003.  Incorporated by reference to
         Exhibit B to the Definitive Information Statement on Schedule 14C filed
         on March 7, 2003.

3.1.2    Certificate of Designation of  Preferences,  Rights and  Limitations of
         Series  A  Convertible  Preferred  Stock  and  Series  A-1  Convertible
         Preferred  Stock of Patron  Systems,  Inc.  dated as of March 1,  2006.
         Incorporated  by reference to Exhibit 3.1 to the Current Report on Form
         8-K filed on March 31, 2006.

3.2      Amended and Restated By-laws of Patron Systems, Inc., dated as of March
         7, 2003.  Incorporated  by  reference  to  Exhibit C to the  Definitive
         Information  Statement  on Schedule  14C filed with the SEC on March 7,
         2003.

5.1      Opinion of Stubbs Alderton & Markiles, LLP.*

10.1     Registration  Rights  Agreement  dated February 24, 2005,  among Patron
         Systems,  Inc.  and each of the  former  LucidLine,  Inc.  stockholders
         signatory  thereto.  Incorporated  by  reference to Exhibit 10.4 to the
         Current Report on Form 8-K filed March 2, 2005.


                                       143



EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  -----------------------------------------------------------------------
10.2     Registration  Rights  Agreement  dated February 24, 2005,  among Patron
         Systems, Inc. and each of the former Complete Security Solutions,  Inc.
         stockholders  signatory  thereto.  Incorporated by reference to Exhibit
         10.7 to the Current Report on Form 8-K filed March 2, 2005.

10.3     Form of  Subordinated  Promissory  Note issued to the former  preferred
         stockholders  of Complete  Security  Solutions,  Inc.  Incorporated  by
         reference to Exhibit 10.8 to the Current Report on Form 8-K filed March
         2, 2005.

10.4     Form of Common Stock Purchase Warrant issued by Patron Systems, Inc. in
         favor  of  the  former  preferred  stockholders  of  Complete  Security
         Solutions,  Inc.  Incorporated  by  reference  to  Exhibit  10.9 to the
         Current Report on Form 8-K filed March 2, 2005.

10.5     Form of Subscription  Agreement  dated February 28, 2005,  among Patron
         Systems,  Inc. and each of the investors in Interim Bridge Financing I.
         Incorporated  by  reference to Exhibit  10.10 to the Current  Report on
         Form 8-K filed March 2, 2005.

10.6     Registration  Rights  Agreement  dated February 28, 2005,  among Patron
         Systems,  Inc. and each of the investors in Interim Bridge Financing I.
         Incorporated  by  reference to Exhibit  10.11 to the Current  Report on
         Form 8-K filed March 2, 2005.

10.7     Form  of 10%  Senior  Convertible  Promissory  Note  issued  by  Patron
         Systems,  Inc. in favor of  investors  in Interim  Bridge  Financing I.
         Incorporated  by  reference to Exhibit  10.12 to the Current  Report on
         Form 8-K filed March 2, 2005.

10.8     Form of Common Stock Purchase Warrant issued by Patron Systems, Inc. in
         favor of  investors in Interim  Bridge  Financing  I.  Incorporated  by
         reference  to  Exhibit  10.13 to the  Current  Report on Form 8-K filed
         March 2, 2005.

10.9     Registration  Rights  Agreement  dated February 28, 2005,  among Patron
         Systems, Inc. and Laidlaw & Company (UK) Ltd. Incorporated by reference
         to Exhibit 10.14 to the Current Report on Form 8-K filed March 2, 2005.

10.10    Form of Common Stock Purchase Warrant issued by Patron Systems, Inc. in
         favor of Laidlaw & Company (UK) Ltd. in connection with placement agent
         services.  Incorporated  by reference  to Exhibit  10.15 to the Current
         Report on Form 8-K filed March 2, 2005.

10.11    Form of Common Stock Purchase Warrant issued by Patron Systems, Inc. in
         favor of  Laidlaw  &  Company  (UK)  Ltd in  connection  with  advisory
         services.  Incorporated  by reference  to Exhibit  10.16 to the Current
         Report on Form 8-K filed March 2, 2005.

10.12    Executive  Employment  Agreement dated February 28, 2005, between Brett
         Newbold and Patron Systems,  Inc.  Incorporated by reference to Exhibit
         10.12 to the Annual Report on Form 10-KSB filed April 3, 2006.

10.13    Executive  Employment  Agreement  dated  February 28, 2005,  between J.
         William Hammon and Patron  Systems,  Inc.  Incorporated by reference to
         Exhibit 10.13 to the Annual Report on Form 10-KSB filed April 3, 2006.

10.14    Registration  Rights  Agreement  dated  March 30,  2005,  among  Patron
         Systems,  Inc.  and  each  of  the  former  Entelagent  Software  Corp.
         stockholders  signatory  thereto.  Incorporated by reference to Exhibit
         10.2 to the Current Report on Form 8-K filed April 5, 2005.

10.15    Form of  Promissory  Note  issued to certain  creditors  of  Entelagent
         Software Corp. Incorporated by reference to Exhibit 10.3 to the Current
         Report on Form 8-K filed April 5, 2005.


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EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  -----------------------------------------------------------------------
10.16    Settlement  Agreement  and Mutual  Release  dated  June 2, 2005,  among
         Patrick J. Allin,  The Allin  Dynastic Trust and Patron  Systems,  Inc.
         Incorporated by reference to Exhibit 10.16 to the Annual Report on Form
         10-KSB filed April 3, 2006.

10.17    Form of Subscription Agreement between Patron Systems, Inc. and each of
         the investors in Interim Bridge Financing II. Incorporated by reference
         to Exhibit 10.3 to the Quarterly Report on Form 10-QSB filed August 22,
         2005.

10.18    Registration  Rights  Agreement among Patron Systems,  Inc. and each of
         the investors in Interim Bridge Financing II. Incorporated by reference
         to Exhibit  10.18 to the Annual  Report on Form  10-KSB  filed April 3,
         2006.

10.19    Form  of 10%  Junior  Convertible  Promissory  Note  issued  by  Patron
         Systems,  Inc. in favor of investors in Interim  Bridge  Financing  II.
         Incorporated by reference to Exhibit 10.19 to the Annual Report on Form
         10-KSB filed April 3, 2006.

10.20    Form of Common Stock Purchase Warrant issued by Patron Systems, Inc. in
         favor of the  Placement  Agent for, and investors  in,  Interim  Bridge
         Financing II.  Incorporated by reference to Exhibit 10.20 to the Annual
         Report on Form 10-KSB filed April 3, 2006.

10.21    Option  Agreement  dated July 1, 2005,  between Robert Cross and Patron
         Systems,  Inc.  Incorporated  by  reference  to  Exhibit  10.1  to  the
         Quarterly Report on Form 10-QSB filed August 22, 2005.  Incorporated by
         reference  to Exhibit  10.21 to the Annual  Report on Form 10-KSB filed
         April 3, 2006.

10.22    Employment  Agreement  dated July 1,  2005,  between  Robert  Cross and
         Patron Systems,  Inc.  Incorporated by reference to Exhibit 10.2 to the
         Quarterly Report on Form 10-QSB filed August 22, 2005.  Incorporated by
         reference  to Exhibit  10.22 to the Annual  Report on Form 10-KSB filed
         April 3, 2006.

10.23    Form of Subscription Agreement between Patron Systems, Inc. and each of
         the investors in Interim Bridge Financing III.

10.24    Registration  Rights  Agreement among Patron Systems,  Inc. and each of
         the  investors  in  Interim  Bridge  Financing  III.   Incorporated  by
         reference  to Exhibit  10.24 to the Annual  Report on Form 10-KSB filed
         April 3, 2006.

10.25    Form  of 10%  Junior  Convertible  Promissory  Note  issued  by  Patron
         Systems,  Inc.  in favor of each of the  investors  in  Interim  Bridge
         Financing III. Incorporated by reference to Exhibit 10.25 to the Annual
         Report on Form 10-KSB filed April 3, 2006.

10.26    Form of Common Stock Purchase Warrant issued by Patron Systems, Inc. in
         favor  of each of the  investors  in,  Interim  Bridge  Financing  III.
         Incorporated by reference to Exhibit 10.26 to the Annual Report on Form
         10-KSB filed April 3, 2006.

10.27    Lease Agreement dated August 31, 2005, between Flatiron Boulder Office,
         Inc. and Patron Systems, Inc. Incorporated by reference to Exhibit 10.1
         to the Quarterly Report on Form 10-QSB filed November 21, 2005.

10.28    Employment  Agreement dated February 17, 2006,  between Patron Systems,
         Inc. and Braden Waverley.  Incorporated by reference to Exhibit 10.1 to
         the Current Report on Form 8-K filed February 23, 2006.

10.29    Employment  Agreement dated February 17, 2006,  between Patron Systems,
         Inc. and Martin  Johnson.  Incorporated by reference to Exhibit 10.2 to
         the Current Report on Form 8-K filed February 23, 2006.

10.30    Option Agreement dated February 17, 2006, between Patron Systems,  Inc.
         and Braden  Waverley.  Incorporated by reference to Exhibit 10.3 to the
         Current Report on Form 8-K filed February 23, 2006.


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EXHIBIT
NUMBER   DESCRIPTION OF EXHIBIT
-------  -----------------------------------------------------------------------
10.31    Option Agreement dated February 17, 2006, between Patron Systems,  Inc.
         and Martin  Johnson.  Incorporated  by reference to Exhibit 10.4 to the
         Current Report on Form 8-K filed February 23, 2006.

10.32    Form of Subscription Agreement between Patron Systems, Inc. and each of
         the  purchasers  of shares of the  Series A  Preferred  Stock of Patron
         Systems,  Inc. Incorporated by reference to Exhibit 10.1 to the Current
         Report on Form 8-K filed on March 31, 2006.

10.33    Form of Common Stock Purchase Warrant issued by Patron Systems, Inc. in
         favor of each of the  purchasers  of shares of the  Series A  Preferred
         Stock of Patron Systems, Inc. Incorporated by reference to Exhibit 10.2
         to the Current Report on Form 8-K filed on March 31, 2006.

10.34    Registration  Rights  Agreement  dated  March 27,  2006,  among  Patron
         Systems,  Inc.  and each of the  purchasers  of shares of the  Series A
         Preferred  Stock of Patron Systems,  Inc.  Incorporated by reference to
         Exhibit 10.3 to the Current Report on Form 8-K filed on March 31, 2006.

10.35    Form of Stock  Subscription  Agreement  and  Mutual  Release  issued by
         Patron Systems, Inc. in favor of each of the Creditors and/or Claimants
         exchanging  claims  for shares of the  Series  A-1  Preferred  Stock of
         Patron Systems,  Inc.  Incorporated by reference to Exhibit 10.4 to the
         Current Report on Form 8-K filed on March 31, 2006.

10.36    Post Closing  Escrow  Agreement  dated March 27, 2006,  between  Stubbs
         Alderton &  Markiles,  LLP and Patron  Systems,  Inc.  Incorporated  by
         reference  to Exhibit  10.5 to the Current  Report on Form 8-K filed on
         March 31, 2006.

21.1     Subsidiaries of the Company.  Incorporated by reference to Exhibit 21.1
         to the Annual Report on Form 10-KSB filed on April 3, 2006.

23.1     Consent of Marcum & Kliegman, LLP

23.2     Consent of Stubbs Alderton & Markiles, LLP (included in Exhibit 5.1)*

24.1     Power  of  Attorney  (included  as part of the  signature  page of this
         Registration Statement on Form SB-2).

*  To be filed by amendment.


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