Item
4.01 Changes
in Registrant’s Certifying Accountant.
On
October 16, 2007, Marcum & Kliegman LLP resigned as the Registrant’s
independent registered public accounting firm. The decision was not recommended
or previously approved by the Registrant’s board of directors. The reports of
Marcum & Kliegman LLP on the Registrant’s financial statements for the
fiscal years ended December 31, 2006 and 2005 did not contain an adverse opinion
or disclaimer of opinion and were not modified as to uncertainty, audit scope,
or accounting principles, except the reports did contain an explanatory
paragraph related to the Registrant’s ability to continue as a going concern.
During the Registrant’s fiscal years ended December 31, 2006 and 2005, and the
interim period from January 1, 2007 through October 16, 2007, there were no
disagreements with Marcum & Kliegman LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or
procedure, which disagreements, if not resolved to the satisfaction of Marcum
& Kliegman LLP would have caused Marcum & Kliegman LLP to make reference
to the subject matter of the disagreements in connection with its
reports.
As
of
March 31, 2007, Marcum & Kliegman LLP had advised the Registrant that it
identified certain deficiencies in the Registrant’s internal controls over
financial reporting that constitute “material weaknesses.” The material
weaknesses principally relate to the Registrant having limited segregation
of
duties within its accounting department, the need for the Registrant to
strengthen its expertise with respect to the application of complex accounting
pronouncements and the need for the Registrant to strengthen its expertise
with
respect to implementing a tax reporting structure to file, on a timely basis,
Federal and state tax returns. The Registrant has attempted to remedy these
deficiencies by engaging outside consultants and hiring internal personnel
with
the appropriate skills to address its ongoing accounting and finance
needs.
The
Registrant requested that Marcum & Kliegman LLP furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not
it
agrees with the Registrant’s statements in this Current Report on Form 8-K. A
copy of the letter furnished by Marcum & Kliegman LLP in response to that
request, dated October 22, 2007 is filed as Exhibit 16.1 to this Form
8-K.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed herewith:
|
Exhibit
Number
|
Description
|
|
16.1
|
Letter
from Marcum & Kliegman LLP
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
PATRON
SYSTEMS, INC.
|
|
|
Date:
October 22, 2007
|
By:
|
/s/
Robert
Cross
|
|
Robert
Cross
|
||
|
Chairman
of the Board of Directors and
Acting
Chief Executive Officer
|
||
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
16.1
|
Letter
from Marcum & Kliegman LLP
|