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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the fiscal year ended: December 31, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 Commission file number: 000-20703
 Adeza Biomedical Corporation
 (Exact name of Registrant as specified in its charter)
 Delaware(State or Other Jurisdiction of
Incorporation or Organization)
    
    77-0054952
(I.R.S. Employer
Identification Number)
 1240 Elko Drive, Sunnyvale, California 94089  (Address of principal executive offices and zip code)
 (408) 745-0975  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
 £ R
 £ R
 R £
 £
  Large Accelerated Filer £
    
    Accelerated Filer R
    
    Non-Accelerated Filer £
 £ R




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TABLE OF CONTENTS  Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-KSignaturesEXHIBIT 31.1EXHIBIT 31.2    Table of Contents    DOCUMENTS INCORPORATED BY REFERENCE
  EXPLANATORY NOTE




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
 Exhibits
 ExhibitNumber
    
    Description3.1(1)
    
    Amended and Restated Certificate of Incorporation.3.2(1)
    
    Amended and Restated Bylaws.4.1(1)
    
    Specimen Stock Certificate.10.1(1)*
    
    1995 Stock Option and Restricted Stock Plan.10.2(2)*
    
    2004 Equity Incentive Plan.10.3(1)
    
    Exclusive License Agreement, dated August 12, 1992, between Adeza and the Fred Hutchinson Cancer Research
Center, together with the First Amendment to Exclusive License Agreement and Consent dated May 9, 1996 and
Amendment No. 1 to Exclusive License Agreement dated April 30, 1998.10.4(1)
    
    Investors Rights Agreement, dated September 19, 2001, between Adeza and certain Stockholders of Adeza.10.5(1)
    
    License Agreement, dated July 25, 1997, between Adeza and the Trustees of the University of Pennsylvania.10.6(1)
    
    Agreement and Release, dated March 3, 1998, between Adeza and Matria Healthcare, Inc.10.7(1)
    
    Net Industrial Space Lease, dated July 7, 1999, between Adeza and Tasman V, LLC.10.8(3)
    
    Third Amendment to the Net Industrial Space Lease, dated July 15, 2005 between Adeza and Tasman V, LLC.10.9(3)
    
    Net Industrial Space Lease, dated July 1, 2005, between Adeza and Tasman V, LLC.10.10(1)
    
    Service Agreement, dated as of March 31, 1999, between Adeza and Ventiv Health U.S. Sales LLC (formerly known
as Snyder Healthcare Sales Inc.), together with First Amendment to Service Agreement dated March 8, 2002,
Second Amendment to Service Agreement dated July 22, 2002, and Third Amendment to Service Agreement dated May
15, 2004.10.11(1)
    
    Warrant to Purchase Shares of Series 3 Preferred Stock, dated March 23, 1999, between Adeza and Transamerica
Business Credit Corporation and its assignees.10.12(1)
    
    Form of Indemnification Agreement for Directors and Officers.10.13(1)
    
    Agreement, dated December 24, 1998, between Adeza and Unilever PLC.10.14(1)
    
    Second Amendment to Lease, dated October 12, 2004, between Adeza and Tasman V, LLC.10.15(1)*
    
    Management Continuity Agreement, dated October 21, 2004, between Adeza and Emory Anderson.10.16(1)*
    
    Management Continuity Agreement, dated October 21, 2004, between Adeza and Mark Fischer-Colbrie.10.17(1)*
    
    Form of Management Continuity Agreement, dated October 21, 2004, between Adeza and Durlin Hickok, Robert
Hussa and Marian Sacco.23.1(3)
    
    Consent of independent registered public accounting firm.24.1(3)
    
    Powers of Attorney (included on signature page).31.1
    
    Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of Emory V. Anderson.




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ExhibitNumber
    
    Description31.2
    
    Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 of Mark D. Fischer-Colbrie.32.1(3)
    
    Certification pursuant to 18 U.S.C. Section 1350 of Emory V. Anderson.32.2(3)
    
    Certification pursuant to 18 U.S.C. Section 1350 of Mark D. Fischer-Colbrie.
 
 (1)
    
    Incorporated by reference to the registrants Registration Statement on Form S-1
(Registration No. 333-118012) initially filed with the Securities and Exchange Commission on
August 6, 2004.(2)
    
    Incorporated by reference to the registrants Registration Statement on Form S-8
(Registration No. 333-122430) filed with the Securities and Exchange Commission on January 31,
2005.(3)
    
    Previously filed with our Annual Report on Form 10-K filed on March 14, 2006.*
    
    Management compensatory plan or contract
    
    Confidential Treatment granted. Omitted material for which confidential treatment has been
granted has been filed separately with the Securities and Exchange Commission.




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Signatures
  ADEZA BIOMEDICAL CORPORATIONBy:

/s/ EMORY V. ANDERSONEmory V. AndersonPresident and Chief Executive Officer  Signature
    
    Title(s)/s/ EMORY V. ANDERSON

Emory V. Anderson
    
    President, Chief Executive Officer and Director
(principal executive officer)/s/ MARK D. FISCHER-COLBRIE

Mark D. Fischer-Colbrie
    
    Vice President, Finance and Administration and
Chief Financial Officer
(principal financial and accounting officer)/s/ ANDREW E. SENYEI, MD*

Andrew E. Senyei, MD
    
    Chairman of the Board/s/ NANCY D. BURRUS*

Nancy D. Burrus
    
    Director/s/ CRAIG C. TAYLOR*

Craig C. Taylor
    
    Director/s/ KATHLEEN D. LAPORTE*

Kathleen D. LaPorte
    
    Director/s/ MICHAEL P. DOWNEY*

Michael P. Downey
    
    DirectorC. Gregory Vontz
    
    Director*By:/s/ MARK D. FISCHER-COLBRIE

Mark D. Fischer-Colbrie
Attorney-in-Fact