UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                             FORM 10-K/A
                           AMENDMENT NO. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2005,
    or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934
    For the transition period from            to

                    Commission file number 1-8496

                      COGNITRONICS CORPORATION
       (Exact name of registrant as specified in its charter)

                 NEW YORK                        13-1953544
   (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)

  3 Corporate Drive, Danbury, Connecticut            06810
  (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code (203) 830-3400

Securities registered pursuant to Section 12(b) of the Act:
                         Name of each exchange on     Shares Outstanding
Title of each class         which registered          as of March 1, 2006
Common Stock, par value  American Stock Exchange          6,865,691
$0.20 per share

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.     Yes         No   x

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes       No   x

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes x  No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to the Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer.  See definition
of "accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act.  (Check one):  Large accelerated filer ___
Accelerated filer ___     Non-Accelerated filer   x

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).  Yes       No   x

The aggregate market value of the voting stock held by non-affiliates of
the registrant computed by reference to the price the stock was last
sold as of June 30, 2005, the last business day of the most recently
completed second fiscal quarter, was $13,303,389.

















































                              TABLE OF CONTENTS

The Company is amending its Annual Report on Form 10-K for the year ended
December 31, 2005 to include in Part III items previously incorporated by
reference.


                                PART I
Item
Page
 1.     Business . . . . . . . . . . . . . . . . . . . . . . . . . . .3
 1A.    Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . .4
 1B.    Unresolved Staff Comments. . . . . . . . . . . . . . . . . . .6
 2.     Properties . . . . . . . . . . . . . . . . . . . . . . . . . .6
 3.     Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . .6
 4.     Submission of Matters to a Vote of Security Holders. . . . . .6
        Executive Officers of the Company  . . . . . . . . . . . . . .7

                                PART II
 5.     Market for Company's Common Equity, Related Stockholder
        Matters and Issuer Purchases of Equity Securities  . . . . . .8
 6.     Selected Financial Data. . . . . . . . . . . . . . . . . . . .8
 7.     Management's Discussion and Analysis of Financial
        Condition and Results of Operation . . . . . . . . . . . . . .9
 7A.    Quantitative and Qualitative Disclosures About Market Risk . 11
 8.     Financial Statements and Supplementary Data. . . . . . . . . 12
 9.     Changes in and Disagreements with Accountants on
        Accounting and Financial Disclosure. . . . . . . . . . . . . 26
 9A.    Controls and Procedures. . . . . . . . . . . . . . . . . . . 27
 9B.    Other Information. . . . . . . . . . . . . . . . . . . . . . 29

                               PART III
10.     Directors and Executive Officers of the Company. . . . . . . 29
11.     Executive Compensation . . . . . . . . . . . . . . . . . . . 30
12.     Security Ownership of Certain Beneficial Owners and
        Management and Related Stockholder Matters . . . . . . . . . 30
13.     Certain Relationships and Related Transactions . . . . . . . 34
14.     Principal Accountant Fees and Services . . . . . . . . . . . 36

                                PART IV
15.     Exhibits and Financial Statement Schedules . . . . . . . . . 38















                                PART I
Information set forth on this annual report on Form 10-K that are not
historical facts, may be forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  These statements generally are
characterized by the use of terms such as "believe","expect" and "may".
Although the Company believes that the expectations reflected in such
forward-looking statements are based upon reasonable assumptions, the
Company's actual results could differ materially from these set forth
in the forward-looking statements.  Factors that might cause such a
difference are set forth in Item 1A below.  Given the uncertainties,
the Company cautions readers not to place undue reliance on such
forward-looking statements.


Item 1.    Business

(a) Cognitronics Corporation (the "Company") was incorporated in January
1962 under the laws of the State of New York. The Company designs,
manufactures and markets voice processing systems.

On November 18, 2005,the Company acquired ThinkEngine Networks, Inc., based
in Marlborough, Massachusetts, for 1,149,705 shares of the Company's common
stock, par value $0.20 per share, $1,250,000 in cash and notes in the
aggregate amount of $300,000.  ThinkEngine is a provider of Time Division
Multiplexing ("TDM") and Internet Protocol ("IP") capable conferencing
bridges and media servers to the telecommunications industry.

On December 22, 2005, the Company sold Dacon Electronics Plc, its European
distributorship operations based in Hertfordshire, England, to Silbury
307 Limited ("Silbury") in an arms length transaction for the payment
of $150,000 in cash and a note in the principal amount of $150,000.
Mr. Roy A. Strutt, the Company's former Vice President of European
Operations and the Managing Director of Dacon Electronics Plc, is the
sole shareholder of Silbury.

   (b)  The Company operates in one segment, voice processing.  The
Company designs, manufactures and sells equipment for use in
telecommunication networks.

   (c)(i)The Company designs, manufactures and sells media
         servers and application servers for use in telephone networks,
         cable    VOIP networks, large enterprise and government markets.
         Areas of application include network announcements, interactive
         voice response (IVR), intelligent peripherals, audio
         conferencing, intelligent call routing, pre/post-paid calling
         cards and automatic speech recognition (ASR).  The Company's
         primary products are the CX Series of Network Media Servers, and
         the VSR1000, a multi-function voice services router.
         These products are sold directly to telecommunications
         service providers, switch manufacturers, IP-based communications
         systems manufacturers, systems integrators, and value added
         resellers (VAR) who distribute the Company's products.

    (ii) Status of publicly announced new products or industry segments
         requiring material investment.  Inapplicable.

    (iii)The Company has adequate sources for obtaining raw
         materials, components and supplies to meet production
         requirements, consisting primarily of electronic components and
         subassemblies,  and did not experience difficulty during    2005
         in obtaining such materials, supplies and components.

    (iv) The Company relies on technological expertise,
         responsiveness to users' needs and innovations and believes that
         these are of greater significance in its industry than patent
         protection. There can be no assurance that patents owned or
         controlled by others will not be encountered and asserted
         against the Company's voice processing products or that licenses
         or other rights under such patents would be available, if
         needed. The Company has registered trademarks and names which
         the Company considers important in promoting the business of
         the Company and its products.

   (v)   Seasonality.   Inapplicable.

   (vi)  The discussion of liquidity and sources of capital as
         set  forth in Management's Discussion and Analysis of Financial
         Condition and Results of Operations is included in Item 7 of this
         Annual Report on Form 10-K and is incorporated herein by reference.

    (vii)In 2005, revenues included sales of $2.1 million to Telcordia
         Technologies, Inc., $1.4 million to Verizon Communications
         Inc., $1.1 million to Comcast Corporation and $.7 million to Telus
         Corporation.  Over the past several years, a major portion of the
         revenues has come  from one or two large customers.  Accordingly,
         the loss of any of these customers could have a material
         adverse impact on the Company's results of operations.

    (viii)The dollar amount of orders believed by the Company to be firm as
         of December 31, 2005 and 2004, amounted to $3.1 million and $.4
         million, respectively. Substantially all of the orders as of
         December 31, 2005 can reasonably be expected to be filled
         during 2006.

    (ix) Business subject to renegotiation.  Inapplicable.

    (ix) The Company competes, and expects to compete, in fields noted
         for rapid technological advances and the frequent introduction
         of new products and services. The Company's products are similar
         to those manufactured, or capable of being manufactured, by a
         number of companies, some of which are well established
         corporations with financial, personnel and technical resources
         substantially larger than those of the Company. The Company's
         ability to compete in the future depends on its ability to
         maintain the technological and performance advantages of its
         current products and to introduce new products and
         applications that achieve market acceptance. Future research
         and development expenditures will be based, in part, on future
         results of operations. There are no assurances that the
         Company will be able to successfully develop and market new
         products and applications.

    (xi) Expenditures for research and development activities, as
         determined in accordance with generally accepted accounting
         principles, amounted to $3.9 million (including purchase research
         and development of $.7 million) in 2005,  $2.5 million in 2004 and
         $2.6 million in 2003.  In addition, the estimated dollar  amount
         spent on the improvement of existing products or techniques was
         $.1 million in 2005, 2004 and 2003.

   (xii)Material effects of compliance with Federal, State or local
        provisions regulating the discharge of materials into the en-
        vironment or otherwise relating to the protection of the en-
        vironment.     Inapplicable.

   (xiii) At December 31, 2005, the Company and its subsidiaries employed
        63 people.

(d)  Sales to foreign customers primarily represent  export-type sales
(primarily North America and Europe) of  approximately  $.8 million in 2005
primarily to one customer, $.5 million in 2004 and $.1 million in 2003.  Export
sales generally do not involve any greater business risks than do sales to
domestic customers.  Selling prices and gross profit margins on export-type
sales are comparable to sales to domestic customers.

Item 1A.  Risk Factors

The Company's business and future performance are affected by general industry
and market conditions and growth rates, general U.S. and non-U.S. economic and
political conditions (including the global economy), interest rate fluctuations
and other events. The following items are representative of the risks,
uncertainties and other conditions that can impact the Company's business, its
future performance and the forward-looking statements that it makes in this
report or that it may make in the future.

A Small Number of the Company's Customers Account for a Substantial Portion of
Its Revenues, and Most of Its Receivables. The Loss of a Major Customer or
Reduced Spending of These Service Providers Could Significantly Reduce the
Company's Revenues, Profitability and Cash Flow.

A few large telecommunications service providers account for a substantial
portion of the Company's revenues. The telecommunications industry has recently
experienced substantial consolidation, as evidenced by the mergers of Sprint
and Nextel, Cingular and AT&T Wireless,  SBC and AT&T, Verizon and MCI and
the announced merger of AT&T and BellSouth. As service providers increase in
size, it is possible that an even greater percentage of the Company's revenues
will be attributable to a smaller number of large service providers going
forward.

Acquisition

In November 2005, the Company acquired ThinkEngine Networks, Inc.
("ThinkEngine").  ThinkEngine has never made a profit and will continue to
generate losses and require funding until sales of the VSR1000 product line can
be increased to sufficient levels, of which there can be no assurance.

The Company Operates in a Highly Competitive Industry with Many Participants.

The Company operates in a highly competitive environment, competing on the
basis of product offerings, technical capabilities, quality, service and
pricing. Competition for new service providers as well as for new
infrastructure deployments is particularly intense.

The Company has a number of existing competitors, some of which are very large,
with significantly greater  technological and financial resources, brand
recognition and established relationships with telecommunications service
providers. In addition, new competitors may enter the industry as a result of
shifts in technology.  The Company cannot assure you that it will be able to
compete successfully against existing or future competitors.

Technology Drives the Company's Products and Services. If the Company Fails to
Keep Pace with Technological Advances in Its Industry, or If It Pursues
Technologies That Do Not Become Commercially Accepted, Customers May Not Buy
Its Products or Use Its Services.

The telecommunications industry uses numerous and varied technologies and large
service providers often invest in several and, sometimes, incompatible
technologies. The industry also demands frequent and, at times, significant
technology upgrades.  The Company does not have the resources to invest in all
of these existing and potential technologies. As a result, the Company
concentrates its resources on those technologies it believes have or will
achieve substantial customer acceptance and in which it has appropriate
technical expertise. However, existing products often have short product life
cycles. In addition, the Company's  choices for developing technologies may
prove incorrect if customers do not adopt the products it develops or if those
technologies ultimately prove to be unviable. The Company's operating results
depend to a significant extent on the market acceptance of its products and
its ability to enhance its existing products, to continue to introduce new
products successfully and on a timely basis, and to develop new or enhance
existing tools for its services offerings.

The Company Needs to Attract and Retain Highly Qualified Personnel.

The Company's future success is dependent on its ability to attract and retain
key design engineering, sales and executive personnel.  There is intense
competition for qualified personnel, in particular, design engineers, and the
Company may not be able to attract and retain engineers and other qualified
personnel necessary for the development and introduction of new products or to
replace engineers or other qualified personnel that may leave its employ.

The Telecommunications Market Fluctuates and Is Impacted By Many Factors,
Including Decisions By Service Providers Regarding Their Deployment of
Technology and Their Timing of Purchases, as Well as Demand and Spending for
Communications Services By Businesses and Consumers.

After significant deterioration earlier this decade, the global
telecommunications market stabilized in 2004 and experienced modest growth in
2005 as reflected in increased capital expenditures by service providers and
growing demand for telecommunications services. Although the Company believes
the overall market will continue to grow, the rate of growth could vary
geographically and across different technologies, and is subject to substantial
fluctuations. The specific market segment in which the Company participates may
not experience the growth of other segments. In that case, the Company's
results of operations may be adversely affected.

The Company Is Subject to Intellectual Property Litigation and Infringement
Claims, Which Could Cause It to Incur Significant Expenses or Prevent the
Company from Selling Its Products.

Intellectual property litigation can be costly and time-consuming and can
divert the attention of management and key personnel from other business
issues. The complexity of the technology involved and the uncertainty of
intellectual property litigation increase these risks. A successful claim by
a third party of patent or other intellectual property infringement by the
Company could compel it to enter into costly royalty or license agreements
or force it to pay significant damages and could even require it to stop
selling certain products.

The Company Relies on Third Party Suppliers to Produce Subassemblies.

The Company has outsourced the production of subassemblies and certain finished
goods.  If a contract manufacturer terminates its relationship with the Company
or is unable to fill its orders on a timely basis, or if the Company does not
accurately forecast its requirements, the Company may be unable to deliver the
affected products to meet its customers' orders.

Item 1B.  Unresolved Staff Comments

Not applicable.

Item 2.   Properties
The facilities of the Company and its subsidiaries are located as follows:
                                                      Square  Lease Expiration
Location                       Description             Feet         Date
Danbury, Connecticut        Office, engineering,      27,600     10/31/08
3 Corporate Drive           production and service
                            facility

Marlborough, Massachusetts  Office, engineering       11,405   Month to Month
100 Nickerson Road          and service facility

The Company considers each of these facilities to be in good condition and
adequate for the Company's business.

Item 3.   Legal Proceedings

There are no material pending legal proceedings to which the Company or any of
its subsidiaries is a party or of which any of their property is the subject.

Item 4.   Submission of Matters to a Vote of Security Holders

None.

















                   Executive Officers of the Company
The executive officers of the Company, their positions with the Company and
ages as of March 23, 2006 are as follows:
        Name                Position(s) and Office(s)                      Age
  Brian J. Kelley        President and Chief Executive Officer; Director    54

  Kenneth G. Brix        Vice President                                     59

  Paul Gagne             Vice President and Chief Technology Officer        53

  Harold F. Mayer        Secretary                                          76

  Garrett Sullivan       Treasurer and Chief Financial Officer              60

  Emmanuel A. Zizzo      Vice President                                     65

No family relationships exist between the executive officers of the Company.
Each of the executive officers was elected to serve until the next annual
meeting of the Board of Directors or until his successor shall have been
elected and qualified.

Mr. Kelley has been President and Chief Executive Officer of the Company since
1994. Prior to that he held senior management positions with
TIE/Communications, Inc. from 1986 to 1994.

Mr. Brix has been  a Vice President of the Company since 1994 with
responsibility for U.S. sales and marketing. Prior to that he held senior sales
management positions from 1987 to 1994.

Mr. Gagne has been a Vice President of the Company since 2006 with
responsibility for engineering.  Since 2001, he has been vice president of
engineering for ThinkEngine Networks, Inc. which was  acquired by the Company
in 2005.  Prior to that he held senior engineering positions.

Mr. Mayer has been Secretary of the Company since 1975. He was Treasurer from
1974 to 1989 and a Vice President of the Company from 1986 to 1996.
Mr. Sullivan has been Treasurer and Chief Financial Officer of the Company
since 1989.

Mr. Zizzo has been a Vice President of the Company since 1995 with
responsibility for operations, primarily manufacturing, purchasing and physical
facilities, prior to which he had been Director of Operations since 1994.


















                                  PART II
Item 5.   Market for Company's Common Equity Related Stockholder Matters and
Issuer Purchases of Equity Securities

Cognitronics' Common Stock is traded on the American Stock Exchange under the
symbol CGN. On March 1, 2006, there were  517 stockholders of record; the
Company estimates that the total number of beneficial owners was approximately
2,200.  Information on quarterly stock prices is set forth in Item 8 of this
Annual Report on Form 10-K and is incorporated herein by reference.
The Company has never paid a cash dividend on its Common Stock and has used its
cash for the development of its business.  The Company has no present intention
of paying a cash dividend and payment of any future dividends will depend upon
the Company's earnings, financial condition and other relevant factors.

Item 6.  Selected Financial Data
                                                  Year ended December 31,
                                          (in thousands except per share data)
OPERATING RESULTS                         2005    2004    2003    2002    2001
                                          ----    ----    ----    ----    ----
Revenues                                $7,750  $8,699  $5,096  $5,535 $12,977
Loss from continuing operations         (2,591)   (341) (3,482) (6,361)   (872)
Loss from discontinued operations       (1,555)   (213)    (68)    (83)   (933)
Net loss                                (4,146)   (554) (3,550) (6,444) (1,805)
Loss per share
 Continuing operations                   (0.44)  (0.06)  (0.62)  (1.17)  (0.16)
 Discontinued operations                 (0.26)  (0.04)  (0.01)  (0.02)  (0.17)
 Net loss                                (0.70)  (0.10)  (0.63)  (1.18)  (0.33)

Weighted average number of
common shares outstanding,               5,879   5,781   5,615   5,438   5,417

FINANCIAL POSITION
Working capital                         $7,251 $13,132 $12,851 $16,321 $23,092
Total assets                            21,205  18,956  18,898  22,812  28,573
Stockholders' equity                    14,015  15,015  15,268  18,152  24,204
Stockholders' equity per share           $2.03   $2.59   $2.72   $3.34   $4.46
Cash dividends paid                       None    None    None    None    None

Included in Continuing Operations in 2005 is the expensing of purchased in-
process R&D of $678,000 and an increase in deferred tax valuation allowance
of $829,000.

Included in Continuing Operations in 2004 is an inventory provision of $666,000
and an increase in deferred tax valuation allowance of $181,000.

Included in Continuing Operations in 2003 is an inventory provision of $434,000
and an increase in deferred tax valuation allowance of $1,151,000.

Included in Continuing Operations in 2002 is an inventory provision of $951,000
and provisions for impairment of fixed assets of $275,000 and an increase in
the deferred tax valuation allowance of $2,425,000.

Included in Continuing Operations in 2001 is an inventory provision of $510,000
and a tax benefit due to an adjustment to the tax provision of $155,000.

The above Selected Financial Data should be read in conjunction with the
Consolidated Financial Statements of the Company, including the notes thereto,
and the unaudited quarterly financial data included in Item 8 of this Annual
Report on Form 10-K.

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operation

                          Executive Summary

The Company designs, manufactures and sells voice processing equipment for use
primarily in telecommunications service providers' central offices.

The Company's products include intelligent announcers, media servers and
application servers.  These products facilitate the deployment of voice
resources in service providers' networks, both traditional circuit-switched
networks, as well as the next generation of packet-based networks.

Beginning in 2001, expenditures for network development decreased significantly
reflecting a decline in the competitive local exchange carrier market and
reduced capital spending by large service providers.  This trend intensified in
2002 and continued into 2003.  The Company believes that the market for
telecommunication equipment over the past several years has stabilized and is
growing in certain areas, but the timing of such spending continues to be
uncertain and may be adversely impacted by mergers and acquisitions among
telecommunications service providers.

Established service providers are looking for ways to offer additional features
on their legacy networks while they institute a multi-year plan to transition
to IP based multimedia services.  To effectively compete, the Company must
expand its penetration in the market, increase the applications available on
its intelligent peripherals,  media servers and application servers and
increase the capacity of its media servers.

Capital spending in the markets the Company serves can vary over a short period
of time and change rapidly.  In addition, the Company faces intense competition
from larger and better financed competitors and a few customers account for a
significant portion of the Company's revenue.  As a result, the Company's
performance is subject to large fluctuations.  Because of these uncertainties,
it is difficult for the Company to make accurate short and long-term
projections of results of operations and cash flow.

In 2005 Revenues for Dacon Electronics, Plc (the Company's UK distributorship
operation) decreased $1.7 million (31%) to $3.8 million and its loss from
operations increased $.9 million to $1.1 million from 2004.  In December 2005
the Company sold this operations.

As discussed more fully throughout the Management's Discussion and Analysis:

        Loss from continuing operations increased in 2005 due to decreased
        revenues and higher research and development expenses.

        The Company disposed of its European Distributorship Operations.

        The Company acquired ThinkEngine Networks, Inc.

                               Results

The Company reported  net losses from continuing operations of $2.6 million,
$.3 million and $3.5 million in 2005, 2004 and 2003, respectively.

In 2005, revenues decreased $.9 million (11%) primarily due to decreased sales
of $1.3 million, offset, in part, by increased service revenue of $.4 million.
The lower sales were primarily due to a decrease in sales of $5.0 million to a
large telecommunications service provider.  The Company has shipped
approximately $2.0 million of equipment to this customer in 2005 that will be
recognized as revenue in the first quarter of 2006.  This decrease was offset
by increased sales of $2.1 million to a telecommunication equipment integrator
and $1.1 million and $.7 million to telecommunications service providers.
ThinkEngine Networks, Inc. contributed less than $.1 million in revenues in
2005.  The Company's consolidated backlog at December 31, 2005 was $3.1 million
versus $.4 million at December 31, 2004.  A major portion of the Company's
revenue came from a few customers.  The loss of any of these customers would
have a material adverse impact on the Company.

In 2004, revenues increased $3.6 million (71%) from 2003 levels due to an
increase in sales of the CX4000 to a large domestic telecommunications service
provider.  Sales to this customer increased $3.7 million in 2004 from 2003,
continuing a trend commenced in 2003.   In addition,  the  increased  revenues
also resulted from an increase in service revenue resulting from the
commencement of software and hardware maintenance agreements with a large
customer.

Consolidated gross margin was 57% in 2005, 59% in 2004 and 30% in 2003.
Included in cost of products sold was inventory obsolescence charges of $.7
million in 2004 and $.4 million in 2003.  The decrease in gross margin
percentage in 2005 from 2004 was primarily due to decreased sales volume and
the increase in gross margin percentage in 2004 versus 2003 was primarily due
to increased sales volume and improved product mix.

Research and development increased $1.4 million (55%) in 2005 and decreased $.2
million (5%) in 2004 from the prior year.  The increase in 2005 primarily
reflects the expensing of $.7 million of purchased R&D,  increased headcount
and salaries and the acquisition of ThinkEngine.  The decrease in 2004
primarily reflects lower personnel costs.  The company anticipates increasing
research and development expense in 2006.

Selling, general and administrative expense increased $.3 million (11%) in 2005
and decreased $.2 million (7%) in 2004 from the prior year period.  In 2005,
$.1 million of the increase is due to the inclusion of ThinkEngine operations
from November 18, 2005.  The remaining increase is primarily due to increased
personnel costs.  In 2004, the decrease of $.2 million is due to lower
professional fees and personnel costs.

In 2003, other income includes a non-cash gain of $.8 million on the
termination of the Company's postretirement health benefits plan.  Other
income of $.3 million in 2005, $.2 million in 2004 and the remaining $.2
million in 2003 is primarily interest income.  The increase in 2005 primarily
reflects higher interest rates.

The Company's effective tax rate for 2005 was (2%), for 2004 was (19%) and for
2003 was  (2%).  Deferred tax valuation allowances of $.8 million in 2005,
$.2 million in 2004 and $1.2 million in 2003  were included in tax expense.
Forming a conclusion that such an allowance is not needed is difficult when
there is evidence such as cumulative losses in recent years.  The provision for
income taxes is discussed in Note G to the Consolidated Financial Statements.

The effect of inflation has not had a significant impact on the operating
results of the Company over the past few years.  Techno- logical advances and
productivity improvements are continually being applied to reduce costs, thus
reducing inflationary pressures on the operating results of the Company.

Total rental expense amounted to $220,000 in 2005, $190,000 in 2004 and
$186,000 in 2003.   Future annual payments for long-term noncancellable
leases for each of the five years in the period ending December 31, 2010 are
approximately $219,000, $218,000, $187,000, $13,000 and $0,respectively,
and $0 thereafter.

Off-Balance Sheet Arrangements

None.

Liquidity and Sources of Capital

Operations provided net cash of $2.1 million in 2005 and used $.3 million in
2004 and $2.5 million in 2003.  The cash provided by operations in 2005 is
primarily attributable to $2.1 million of prepaid revenue related to equipment
shipped in 2005. The reduction in use of cash by operations in 2004 versus 2003
is due to the improvement in operating results.  Cash (used) provided by
investing activities was ($2.5) million  in 2005 and $2.2 million in 2003.
The Company used $1.4 million in 2005 for the acquisition of ThinkEngine, had
net purchases of  marketable securities of $.5 million in 2005 and net proceed
from sales of $.1 million and $2.4 million in 2004 and 2003 respectively.
There were purchases of property, plant and equipment and software of $.5
million, $.1million and, $.2 million in 2005, 2004 and 2003, respectively.

Working capital was $7.3 million at December 31, 2005, $13.1 million at
December 31, 2004 and $12.9 million at December 31, 2003.  The ratio of
current assets to current liabilities was 2.1:1 at December 31, 2005 versus
5.5:1 at December 31, 2004 and 7.4:1  at December 31, 2003.  The decreases in
working capital in 2005 and 2004 from the prior year is due to the net loss
and the Company's decision to terminate its defined benefit pension plan.

The Company's contractual obligations are as follows (amounts in thousands):

                         Payments due by period
                                   Less than                        More than
Contractual Obligation       Total  1 year    1-3 Years  3-5 Years   5 years
Operating leases              $637     $219        $405        $13        $0

The Company anticipates making capital expenditures of approximately $.5
million, increasing the current level of expenditures for  research and
development and may repurchase up to 253,792 shares of its Common Stock in
2006.  Based on current operating results, management believes that the cash
and cash equivalents  at December 31, 2005 will be sufficient to fund the
Company's cash requirements for 2006; however, if the Company's operations
deteriorate due to increased competition, loss of a large customer or
otherwise, it may be required to obtain additional sources of funds through
asset sales, capital market transactions or financing from third parties or a
combination thereof.  The Company cannot provide assurances that these
additional sources of funds will be available or, if available, what the
terms would be.

Assumptions and Estimates Used in Critical Accounting Policies
In the preparation of the financial statements in conformity with accounting
principles generally accepted in the United States, management must make
critical decisions regarding accounting policies and judgments regarding their
application.  Materially different amounts could be reported under different
circumstances and conditions.

    Revenue

    We generally recognize product revenue, net of sales discounts and
    allowances, when persuasive evidence of an arrangement exists, shipment or
    delivery (dependent upon the terms of the sale) has occurred, all
    significant contractual obligations have been satisfied, the amount is
    fixed or determinable and collection is considered probable.  Sales of
    services and system support are deferred and recognized ratably over the
    contract period.

    Inventories - Slow-moving and Obsolescence

    Due to a prolonged slow-down in spending by telecommunications service
    providers, inventory turnover has slowed.  The Company recorded charges
    of $.7 million and  $.4 million in 2004 and 2003, respectively,  to
    reduce its carrying value of inventory to the lower of cost or market.
    If future capital expenditures by telecommunications service providers
    do not increase or decrease further, additional charges may be required.

    Deferred Tax Assets

    As of December 31, 2005, the Company has a valuation allowance of $5.1
    million for net deferred tax assets.  In making such a determination, the
    Company considers its current and past performance, the market environment
    in which it operates, estimated future earnings, tax planning strategies
    and other factors.  In the future, as these factors change, a change in
    the valuation reserve may be required.  The Company will only recognize
    a deferred tax asset when, based upon available evidence, realization
    is more likely than not and will provide a valuation allowance as
    necessary.

    Pensions

    The Company accounts for its defined benefit pension plan in accordance
    with  SFAS No. 87, "Employers' Accounting for Pensions" which requires
    that amounts recognized in financial statements be determined on an
    actuarial basis.

    In 2006, the Company applied to the Pension Benefit Guarantee Corporation
    and the Internal Revenue Service for permission to terminate the Company's
    defined benefit plan.  Reflecting this, the Company adjusted the discount
    rate used to calculate the plan liabilities to 4.73%.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The Company does not use derivative financial instruments.  The Company's
marketable securities consist of short-term and/or variable rate instruments
and therefore a change in interest rates would not have a material impact on
the value of these securities.





















Item 8.  Financial Statements and Supplementary Data

                         QUARTERLY FINANCIAL DATA (UNAUDITED)
                       (in thousands except per share amounts)
2005,                                       First   Second   Third    Fourth
                                            -----   ------   -----    ------
Revenues                                   $1,721   $1,054    $ 986   $3,989
Gross profit                                1,051      353      388    2,633
Income(loss) from continuing operations      (498)  (1,241)  (1,065)     213
Loss from discontinued operations            (257)    (454)    (585)    (259)
Net loss                                     (755)  (1,695)  (1,650)     (46)

Income (loss) per share
Continuing operations                       (0.09)   (0.22)   (0.19)     .03
Discontinued operations                     (0.05)   (0.08)   (0.11)    (.04)
Net income (loss)                           (0.13)   (0.30)   (0.29)    (.01)

Common Stock price range
High                                        $5.00    $4.05    $3.58    $3.10
Low                                          2.92     2.80     2.25     2.12

2004                                        First   Second   Third    Fourth
                                            -----   ------   -----    ------
Revenues                                      430    2,569      771    4,929
Gross profit                                 (153)   1,679      152    3,431
Income(loss) from continuing operations    (1,537)     283   (1,192)   2,105
Income (loss) from discontinued operations    186       93     (156)    (336)
Net income (loss)                          (1,351)     376   (1,348)   1,769

Income (loss) per share
Continuing operations                       (0.28)    0.05    (0.21)    0.33
Discontinued operations                      0.03     0.01    (0.03)   (0.06)
Net income (loss)                           (0.24)    0.06    (0.23)    0.28

Common Stock price range
High                                        $4.30    $4.50    $4.16    $4.35
Low                                          3.00     3.40     3.00     3.01

In the fourth quarter of 2005, the Company expensed $678,000 of purchased in
process R&D in connection with the acquisition of ThinkEngine Networks, Inc.
The gross margin percentage increased in the fourth quarter of 2005 to 66% from
48% for the first nine months primarily due to increased volume.

The gross margin percentage for the fourth quarter of 2004 was 65% versus 47%
for the first nine months of 2004 primarily due to increased volume and an
improved product mix.

The above financial information should be read in conjunction with the
Consolidated Financial Statements, including the notes thereto.


































REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors of
Cognitronics Corporation

We have audited the accompanying consolidated balance sheets of
Cognitronics Corporation and subsidiaries (the "Company") as of
December 31, 2005 and 2004, and the related consolidated
statements of operations and comprehensive loss, stockholders'
equity, and cash flows for each of the years in the three-year
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 audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated
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 audits 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 includes examining, on a test basis, evidence supporting
the amounts and disclosures in the consolidated 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 consolidated financial statements referred
to above present fairly, in all material respects, the
financial position of Cognitronics Corporation and
subsidiaries as of December 31, 2005 and 2004, and the results
of their operations and their cash flows for each of the years
in the three-year period ended December 31, 2005 in conformity
with accounting principles generally accepted in the United States
of America.


/s/ Carlin, Charron & Rosen, LLP

Glastonbury, Connecticut
March 24, 2006




CONSOLIDATED BALANCE SHEETS
COGNITRONICS CORPORATION AND SUBSIDIARIES
(dollars in thousands)
                                                                December 31,
                                                              2005       2004
                                                              ----       ----
ASSETS                                                        (See Note A)
CURRENT ASSETS
    Cash and cash equivalents                              $ 1,750    $ 2,222
    Marketable securities                                    6,370      5,847
    Accounts receivable, less allowances of $73 and $46      3,565      3,737
    Inventories                                              2,245      1,595
    Other current assets                                       137        148
    Assets - discontinued operations                                    2,486
                                                           -------    -------
TOTAL CURRENT ASSETS                                        14,067     16,035
LOANS TO OFFICERS                                            2,029      1,968
PROPERTY, PLANT AND EQUIPMENT, net                           1,208        806
OTHER ASSETS, less amortization of $117 and $533             3,901        147
                                                           -------    -------
                                                           $21,205    $18,956
                                                           =======    =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable                                       $   814    $    86
    Notes payable                                              300
    Accrued compensation and benefits                        1,817        842
    Deferred service revenues                                2,976        416
    Income taxes payable                                       405        333
    Other accrued expenses                                     504        338
    Liabilities - discontinued operations                                 888
                                                           -------    -------
TOTAL CURRENT LIABILITIES                                    6,816      2,903

OTHER LIABILITIES                                              374      1,038
COMMITMENTS AND CONTINGENCIES (Note k)

STOCKHOLDERS' EQUITY
    Common Stock, par value $.20 per share; authorized
     20,000,000 shares; issued 7,016,583 and 5,866,878
     shares                                                  1,403      1,173
    Additional paid-in capital                              15,498     12,586
    Retained earnings (accumulated deficit)                 (1,281)     2,865
    Cumulative other comprehensive loss                       (580)      (225)
    Unearned compensation                                     (156)      (303)
                                                           -------    -------
                                                            14,884     16,096
    Less cost of 111,142 and 138,308 common shares in
     Treasury                                                 (869)    (1,081)
                                                           -------    -------
TOTAL STOCKHOLDERS' EQUITY                                  14,015     15,015
                                                           -------    -------
                                                           $21,205    $18,956
                                                           =======    =======
The accompanying notes to consolidated financial statements are an integral
part of these statements.



CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
COGNITRONICS CORPORATION AND SUBSIDIARIES
(in thousands except per share data)
                                                       Year ended December 31,
                                                        2005     2004     2003
                                                        ----     ----     ----
                                                              (See Note A)
REVENUES
    Sales                                             $6,666   $8,006   $4,879
    Service                                            1,084      693      217
                                                     ------    ------   ------
                                                       7,750    8,699    5,096
COST AND EXPENSES
    Cost of revenues                                   3,323    3,590    3,591
    Research and development                           3,853    2,438    2,619
    Selling, general and administrative                3,432    3,097    3,314
    Other (income) expense,                             (327)    (140)  (1,009)
                                                     -------   ------   ------
                                                      10,281    8,985    8,515
                                                     -------   ------   ------
Pretax lox                                            (2,531)    (286)  (3,419)
PROVISION FOR INCOME TAXES                                60       55       63
                                                     -------   ------  -------
LOSS FROM CONTINUING OPERATIONS                       (2,591)    (341)  (3,482)
LOSS FROM DISCONTINUED OPERATIONS NET OF TAX          (1,555)    (213)     (68)
                                                     -------   ------  -------
NET LOSS                                              (4,146)    (554)  (3,550)
Currency translation adjustment                         (170)     121      129
Minimum pension liability                               (185)    (248)      71
                                                     -------   ------  -------
COMPREHENSIVE LOSS                                   $(4,501)  $ (681) $(3,350)
                                                     =======   ======  =======

LOSS PER SHARE - BASIC AND DILUTED
LOSS FROM CONTINUING OPERATIONS                       $(0.44)  $(0.06)  $(0.62)
LOSS FROM DISCONTINUED OPERATIONS                     $(0.26)  $(0.04)  $(0.01)
NET LOSS                                              $(0.71)  $(0.10)  $(0.63)

The accompanying notes to consolidated financial statements are an integral
part of these statements.


















CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
COGNITRONICS CORPORATION AND SUBSIDIARIES
Years ended December 31, 2003, 2004 and 2005
(dollars in thousands)
<TABLE>
                                             Common Stock    Additional   Retained     Compre-    Unearned  Treasury
                                            Shares             Paid-In    Earnings     hensive    Compensa-   Shares
                                            Issued  Amount     Capital    (Deficit)     (Loss)      tion      Amount
                                            ------  ------     -------    ---------    -------    ---------  -------
<S>                                     <C>        <C>        <C>          <C>          <C>         <C>      <C>
Balance at December 31, 2002             5,863,229  $1,173     $13,192      $6,969       $(298)      $(512)   $(2,372)
Shares issued pursuant to stock plans                            (610)                                   3        842
Shares issued to directors                                        (14)                                             19
Directors' fees - common stock
  to be issued                                                     75
Officers' awards - common stock
  to be issued                                                    151
Currency translation adjustment                                                            129
Minimum pension liability                                                                   71
Net loss                                                                    (3,550)
                                        ---------   ------    -------       ------        ----        ----     ------
Balance at December 31, 2003            5,863,229    1,173     12,794        3,419         (98)       (509)    (1,511)
Shares issued pursuant to
  stock plans                               3,649                (116)                                 206        137
Shares issued to directors                                       (290)                                            293
Directors' fees - common stock
  to be issued                                                     47
Officers' awards - common stock
  to be issued                                                    151
Currency translation adjustment                                                            121
Minimum pension liability                                                                 (248)
Net loss                                                                      (554)
                                        ---------   ------    -------        ------      -----        -----    ------
Balance at December 31, 2004            5,866,878    1,173     12,586         2,865       (225)        (303)   (1,081)
Shares issued pursuant to
    stock plans                                                  (168)                                  147       212
Shares issued in connection
    with acquisition                    1,149,705      230      2,897
Directors' fees - common stock
  to be issued                                                     20
Officers' awards - common stock
   to be issued                                                   163
Currency translation adjustment                                                           (170)
Minimum pension liability                                                                 (185)
Net loss                                                                    (4,146)
                                        ---------   ------    -------       ------       -----        -----     -----
Balance at December 31, 2005            7,016,583   $1,403    $15,498      $(1,281)      $(580)       $(156)    $(869)
                                        =========   ======    =======      =======       =====        =====     =====
The accompanying notes to consolidated financial statements are an integral part
of these statements.
</TABLE>



CONSOLIDATED STATEMENTS OF CASH FLOWS
COGNITRONICS CORPORATION AND SUBSIDIARIES
(dollars in thousands)
                                                       Year ended  December 31,
                                                       2005     2004     2003
                                                       ----     ----     ----
                                                            (See Note A)
OPERATING ACTIVITIES
 Loss from continuing operations                  $ (2,591)   $ (341) $(3,482)
 Adjustments to reconcile net loss to net cash
  used by operating activities:
   Income tax expense                                   60        55       63
   Depreciation and amortization                       373       349      502
   Expensing of purchased R&D                          678
   (Gain) loss on disposition of assets                  1        (1)       2
   Shares issued  as compensation                      330       404      454
   Net (increase) decrease in
    Accounts receivable                                438    (3,512)     358
    Inventories                                        189       527      885
    Other assets                                        99     2,205     (329)
   Net increase (decrease) in
    Accounts payable                                   550      (138)      57
Accrued compensation and benefits                     (136)      (95)  (1,047)
Other accrued liabilities                            2,128       363      125
                                                    ------    ------   ------
                                                     2,119      (184)  (2,412)
Income taxes paid                                       (5)      (81)     (60)
                                                    ------    ------   ------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES     2,114      (265)  (2,472)
                                                    ------    ------   ------
INVESTING ACTIVITIES
 Purchase of marketable securities                 (10,412)   (7,646)  (5,713)
 Sale of marketable securities                       9,889     7,755    8,144
 Acquisition of ThinkEngine Networks, Inc. (Note I) (1,442)
 Additions to property, plant and equipment           (512)      (72)    (144)
 Purchase of software licenses                         (33)      (51)     (36)
                                                    ------    ------   ------
NET CASH (USED) PROVIDED BY INVESTING ACTIVITIES    (2,510)      (14)   2,251
                                                    ------    ------   ------
FINANCING ACTIVITIES
 Shares issued pursuant to stock plans,                 45        24       10
                                                    ------    ------   ------
NET CASH PROVIDED BY FINANCING ACTIVITIES               45        24       10
                                                    ------    ------   ------
DISCONTINUED OPERATIONS                               (121)      257
                                                    ------    ------   ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      (472)        2     (211)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR        2,222     2,220    2,431
                                                    ------    ------   ------
CASH AND CASH EQUIVALENTS - END OF YEAR             $1,750    $2,222   $2,220
                                                    ======    ======   ======

The accompanying notes to consolidated financial statements are an integral
part of these statements.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
COGNITRONICS CORPORATION AND SUBSIDIARIES

Note A.  Summary of Significant Accounting Policies

Organization.  The Company designs, manufactures and markets voice processing
products.

Risks and Uncertainties.  A major portion of the Company's revenues is
generated by sales to a small number of customers.  The Company had net revenue
of $1.4 million, $6.8 million and $2.8 million  in 2005, 2004 and 2003,
respectively, to one major customer and in 2005 net revenue of $2.1 million
and $1.1 million to two other customers. The loss of any of these customers
would have a material adverse impact on the Company. The Company's receivables
are primarily from major, well-established companies in the telecommunications
industry, and at December 31, 2005, three such companies  accounted for 75% of
the Company's accounts receivable.  The Company's markets are subject to rapid
technological change and frequent introduction of new products. The Company's
products are similar to those manufactured, or capable of being manufactured,
by a number of companies, some of which are well established with financial,
personnel and technical resources substantially larger than those of the
Company.  The Company's ability to compete in the future depends on its
ability to maintain the technological and performance advantages of its
current products and to introduce new products and applications that achieve
market acceptance.

Principles of Consolidation.  The financial statements include the accounts of
the Company and its subsidiaries, all of which are wholly-owned. Intercompany
accounts and transactions have been eliminated in consolidation.

Revenue Recognition.  We generally recognize product sales, net of sales
discounts and allowances, when persuasive evidence of an arrangement exists,
shipment or delivery (dependent upon the terms of the sale) has occurred, all
significant contractual obligations have been satisfied, the amount is fixed or
determinable and collection is considered probable.  Sales of services and
system support are deferred and recognized ratably over the contract period.

Research and Development Costs.  Research and development costs include the
costs of engineering, design, feasibility studies, outside services,
personnel and other costs incurred in development of the Company's
products.  All such costs are charged to expense as incurred.

Use of Estimates.  The preparation of the financial statements in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results could
differ from those estimates.

Fair Value of Financial Instruments.  The carrying amounts of the Company's
financial instruments (trade receivables/payables and other short-term and long-
term debt) due to their terms and maturities approximate fair value.

Cash and Cash Equivalents.  The Company considers financial instruments with a
maturity of three months or less from the date of purchase to be cash
equivalents. At December 31, 2005, essentially all of the Company's cash and
cash equivalent balances were with two financial institutions.

Marketable Securities.  Marketable securities are classified as available for
sale and are reported at fair value which approximates amortized cost.  They
are comprised of investments in municipal bond funds and high grade corporate
debt and auction rate preferred equity securities.  The maturities are short
term or have reset provisions.

Inventories.  Inventories are stated at the lower of cost (first-in, first-out
method) or market.  Provisions for slow moving and obsolete inventories are
provided based on historical experience and product demand.

Property, Plant and Equipment.  Property, plant and equipment is carried at
cost less allowances for depreciation, computed in accordance with the
straight-line method based on estimated useful lives.  The estimated lives for
machinery and equipment are 5 to 12 years and for furniture and fixtures are 3
to 10 years.  Repairs and maintenance are expensed when incurred.

Income Taxes.  Income taxes are provided on all revenue and expense items
included in the consolidated statement of operations, regardless of the period
in which such items are recognized for income tax purposes, adjusted for items
representing permanent differences between pretax accounting income and taxable
income.  Deferred income taxes result from the future tax consequences
associated with temporary differences between the carrying amounts of assets
and liabilities for tax and financial reporting purposes.  A valuation
allowance is provided to the extent the Company cannot determine that the
ultimate realization of net deferred tax assets is more likely than not.

Stock Based Compensation. The Company grants stock options for a fixed number
of  shares to employees with an exercise price equal to the fair value (85% of
the fair value for the Stock Purchase Plan) at the date of grant. The Company
accounts for stock option grants in accordance with Accounting Principles Board
("APB")  Opinion No. 25, "Accounting for Stock Issued to Employees", and
therefore recognizes no compensation expense for stock options granted.

If the Company had elected to recognize compensation expense for the 1990 Stock
Option Plan, the 1967 Stock Purchase Plan and the Directors' Stock Option Plan
based on the fair value at the grant date, consistent with the method presented
by Statement of Financial Accounting Standards ("SFAS") No.123, "Accounting for
Stock Based Compensation", as amended, the pro forma net loss and net loss per
share would be as follows (in thousands except per share information):

                                                    2005    2004     2003
                                                    ----    ----     ----
Net loss, as reported                            $(4,146)  $(554) $(3,550)
     Add: Stock-based compensation expense
       included therein                              330     404      454
    Deduct: Total stock-based compensation
      under fair valuation method                   (742)   (707)    (843)
                                                 -------   -----   ------
              Pro forma net loss                 $(4,558)  $(857) $(3,939)
                                                 =======   =====  =======

Net loss per share As reported Basic and Diluted   $(.70)  $(.10)  $(.63)
                   Pro forma   Basic and Diluted   $(.78)  $(.15)  $(.70)

The estimated weighted average fair value per share of stock options granted
were $1.58, $2.56 and $1.49 for 2005, 2004 and 2003, respectively.  The fair
value for the stock options was estimated at the date of grant using a Black-
Scholes option pricing model with the following weighted-average assumptions
for 2005, 2004 and 2003, respectively: risk-free interest rates of 4.4%, 4.4%
and 2.2%; no dividend yields; volatility factors of the expected market price
of the Company's common stock of .55 in 2005, .73 in 2004 and .67 in 2003;
and a weighted average expected life of the option of 7.5 years in all years
for the Option Plan and 5 years for the Directors' Option Plan.

The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable.  In addition, option valuation models require the input
of highly subjective assumptions including the expected stock price
volatility.  Because the Company's stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its stock options.

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-based
Payment" that will require the Company to expense costs related to share-based
payment transaction with employees.  With limited exceptions, SFAS No. 123(R)
requires that the fair value of share-based payments to employees be expensed
over the period service is received and eliminates the ability to account for
these instruments under the intrinsic value method prescribed by APB No. 25,
and allowed under the original provisions of SFAS No. 123.  SFAS No. 123(R)
becomes mandatorily effective for the Company on January 1, 2006.  SFAS No.
123(R) allows for either modified prospective recognition of compensation
expense or retrospective recognition, which may be back to the original
issuance of SFAS No. 123 or only to interim periods in the year of adoption.

SFAS No. 123(R) allows the use of both closed form models (e.g., Black-Scholes
Model) and open form  models (e.g., lattice models) to measure the fair value
of the share-based payment as long as that model is capable of incorporating
all of the substantive characteristics unique to share-based awards.  In
accordance with the transition provisions of SFAS No. 123 (R), the expense
attributable to an award will be measured in accordance with the Company's
measurement model at that award's date of grant.  The Company is currently
evaluating the impact of the adoption of SFAS No. 123(R) on the Company's
financial position and results of operations.

Income (Loss) Per Share.  In computing basic earnings (loss) per share, the
dilutive effect of stock options and warrants are excluded, whereas for diluted
earnings per share they are included.  The shares used in both the basic and
diluted earnings per share calculations were 5,878,785, 5,780,603 and 5,614,825
for 2005, 2004 and 2003, respectively.

Goodwill.  The Company has classified as goodwill the cost in excess of fair
value of the net assets of companies acquired in purchase transactions.
Goodwill and other long-lived assets were reviewed for impairment whenever
events such as product discontinuances, plant closures, product dispositions or
other changes in circumstances indicate that the carrying amount may not be
recoverable.  An impairment charge is recognized if a reporting unit's goodwill
carrying amount exceeds its implied fair value.

In the third quarter of 2005, the Company, based on the continuing losses
Of its UK subsidiary, determined that the related goodwill was impaired and
Expensed $319,000 of goodwill.  This amount is included in loss from
discontinued operations.

Reclassification.  Certain prior year amounts have been reclassified to conform
to the current year presentation.

Note B.  Marketable Securities

The Company's marketable securities consist of corporate and municipal bonds
and auction rate preferred stock.  Unrealized gains/losses on marketable
securities were immaterial in all years presented and therefore have not
impacted cumulative other comprehensive loss.  Management believes that the
Company's marketable securities are sufficiently diversified to minimize risks
from individual and industry concentrations.  However, marketable securities
are subject to fluctuations in market value due to risks of securities
markets as a whole.

Note C.  Accounts Receivable

The allowance for doubtful accounts was increased by $65,000, $34,000 and
$40,000  in 2005, 2004 and 2003, respectively, by charges to costs and
expenses.  The Company wrote off uncollectible accounts, net of recoveries,
of  $38,000, $23,000 and $15,000 in 2005, 2004 and 2003, respectively.
The allowance is based on historical trends, aging of accounts receivable
balances and the credit worthiness of the customer.

Note D.  Inventories, net (in thousands):
                                                         2005      2004
                                                         ----      ----
Finished and in process                                $1,571      $864
Materials and purchased parts                             674       731
                                                       ------    ------
                                                       $2,245    $1,595
                                                       ======    ======

Included in the above amounts is the Company's reserve for slow moving and
obsolete inventories totaling $3,054,000 and $3,163,000 at December 31, 2005 and
2004, respectively.  The provision for slow moving and obsolete inventories was
increased by $666,000 and $293,000 in 2004 and 2003, respectively by charges
to cost of products sold and was reduced by $109,000 in 2005 due t the sale of
the reserved items.

Note E.  Property, Plant and Equipment, net (in thousands):
                                                        2005      2004
                                                        ----      ----
Machinery and equipment                               $2,870    $2,245
Furniture and fixtures                                 1,174     1,147
                                                      ------    ------
                                                       4,044     3,392
Less allowances for depreciation                       2,836     2,586
                                                      ------    ------
                                                      $1,208    $  806
                                                      ======    ======
The Company has recorded depreciation expense of $269,000, $277,000 and
$290,000 in 2005, 2004 and 2003, respectively.

Note F.  Other Liabilities (in thousands):
                                                        2005      2004
                                                        ----      ----
Accrued officers' supplemental pension                $  313    $  368
Accrued deferred compensation                            176       207
Accrued defined benefit pension plan                     775       740
                                                      ------    ------
                                                       1,264     1,315
Less current portion (included in accrued
  compensation and benefits)                             890       277
                                                      ------    ------
                                                      $  374    $1,038
                                                      ======    ======
Note G.  Income Taxes
The components of the provision (benefit) for income taxes for the years ended
December 31 are as follows (in thousands):
                                                   2005    2004   2003
                                                   ----    ----   ----
Current:
   State                                            $60     $55    $63
Deferred                                              0       0      0
                                                    ---     ---    ---
   Total Tax Expense                                $60     $55    $63
                                                    ===     ===    ===

Deferred income taxes reflect the net tax effects of temporary differences
between carrying amounts of assets and liabilities for financial reporting
purposes and amounts used for income tax purposes. Significant components
of the Company's deferred tax liabilities and assets as of December 31,
2005 and 2004 are as follows (in thousands):
                                                      2005      2004
                                                      ----      ----
Deferred tax liabilities                          $     84   $    96
Deferred tax assets:
 Inventory valuation                                 1,174     1,252
 Accrued liabilities and employee benefits           2,146     1,272
 Accrued deferred compensation                         167       199
 Federal operating loss carryforward
    expiring in 2019                                 1,007       981
 Separate return federal operating loss
    carryforwards expiring in 2008 and 2009            445       445
 Other                                                 222       195
                                                    ------    ------
                 Total deferred tax assets           5,161     4,344
  Valuation allowance                               (5,077)   (4,248)
                                                    ------    ------
                                                        84        96
                                                   -------   -------
Net deferred tax assets                            $     0   $     0
                                                   =======   =======
The Company has increased its valuation allowances by $829,000, $181,000
and $1,151,000 in 2005, 2004 and 2003, respectively, as the Company cannot
determine that the ultimate realization of its net deferred tax asset is
more likely than not.

A reconciliation of the statutory federal income tax rate to the effective
tax rate on pre tax loss for the years ended December 31, is as follows:
                                                    2005    2004    2003
                                                    ----    ----    ----
Statutory federal income tax rate                  (34.0)% (34.0)% (34.0)%
State income taxes, net of federal tax benefit       1.4    12.7     1.2
Write-off of purchased R&D,                          6.9
Nontaxable interest income                           (.8)   (1.0)
Goodwill amortization                               (1.0)   (9.4)    (.1)
Valuation allowance                                 29.8    63.3    33.7
Other                                                 .1   (12.4)    1.0
                                                    ----    ----    ----
                                                     2.4%   19.2%    1.8%
                                                    ====    ====    ====
Note H.  Other (Income) Expense, Net (in thousands):
                                                   Year Ended December 31,
                                                    2005    2004     2003
                                                    ----    ----     ----
Interest expense                                   $  25   $  14  $    17
Interest income                                     (352)   (154)    (177)
Settlement gain in plan termination                                  (849)
                                                   -----   -----  -------
                                                   $(327)  $(140) $(1,009)
                                                   =====   =====  =======

Note I. Acquisition
On November 18, 2005, the Company acquired ThinkEngine Networks, Inc.
("ThinkEngine") at a cost of $4,869,000 including $1,250,000 in cash,
1,149,705 shares of Common Stock valued at $3,127,000, $300,000 in one
year interest-free notes and other costs of $192,000.  ThinkEngine,
based in Marlborough, Massachusetts, is an innovative provider of
carrier-grade Voice over Internet Protocol (VOIP) solutions.

The acquisition has been accounted for by the purchase method.  The purchase
price was allocated to purchased in process research and development
($678,000), net current and long term assets ($308,000) and the value of
intangible assets ($3,883,000) with estimated remaining useful lives of four
to ten years.  The following are unaudited pro forma results of operations as
if the acquisition had taken place at the beginning of the respective year
(in thousands except per share amounts):
                                                    2005     2004     2003
                                                    ----     ----     ----
Revenues                                         $ 8,762  $ 9,348  $ 5,172
Loss from continuing operations                  $(6,048) $(4,708) $(7,281)
Net loss                                         $(7,599) $(5,048) $(7,349)

Loss per share:
Loss from continuing operations                   $(0.89)  $(0.68)  $(1.08)
Net Loss                                          $(1.11)  $(0.71)  $(1.09)

Note J.  Discontinued Operations
On December 22, 2005, the Company sold its UK subsidiary, Dacon Electronics,
Plc ("Dacon") in an arms length transaction to a company owned by the former
Vice President of European Operations for $150,000 in cash and a $150,000
note.  In addition, Dacon issued a note for $275,000 for amounts previously
advanced to Dacon by the Company.  A charge of $425,000 to reserve for these
two notes was included in the loss on sale of discontinued operations.


As a result, the Company has reclassified Dacon's operations as discontinued
operations and, accordingly, has segregated the assets, liabilities, revenues
and expenses of the discontinue operations in its Consolidated Balance Sheets,
Statement of Operations and notes thereto.

Assets and liabilities of the discontinued operations at December 31, 2004
are as follows (in thousands):

Assets
  Cash                                                  $  614
  Accounts receivable, net                                 729
  Other current assets                                     708
  Fixed assets, net                                        116
  Goodwill, net                                            319
                                                        ------
    Total assets                                        $2,486
                                                        ======

Liabilities
  Accounts payable                                      $  262
  Other current liabilities                                466
  Deferred revenue                                         160
                                                        ------
    Total liabilities                                   $  888
                                                        ======

Summary results for discontinued operations for the years ended December 31
are as follows (in thousands).
                                                  2005      2004      2003
                                                  ----      ----      ----
Revenue                                        $ 3,826    $5,526    $5,161
Operating expense                                4,976     5,739     5,229
                                               -------    ------    ------
Operating loss                                  (1,150)     (213)      (68)
Loss on impairment of goodwill                    (319)
Loss on sale                                       (86)
                                               -------    ------    ------
Loss from discontinued operations              $(1,555)   $ (213)   $  (68)
                                               =======    ======    ======
Note K. Commitments and Contingencies

Leases.  Total rental expense amounted to $220,000 in 2005, $190,000 in
2004 and $186,000 in 2003.  Future annual payments for long-term
noncancellable leases for each of the four years in the period ending
December 31, 2009 are approximately $219,000, $218,000, $187,000 and
$13,000, respectively, and $0 thereafter.

Pension Plan.  The Company and its domestic subsidiaries have a defined
benefit pension plan covering substantially all employees. The benefits
are based on years of service and the employee's compensation.   No
additional service cost benefits were earned subsequent to June 30, 1994.
Because of this curtailment of the Plan in 1994, at this time the
Projected Benefit Obligation and Accumulated Benefit Obligation are
the same.  The Company's funding policy is to contribute amounts to the
plan sufficient to meet the minimum funding requirements set forth in
the Employee Retirement Income Security Act of 1974, plus such
additional amounts as the Company may determine to be appropriate from
time to time.  The components of net cost of the plan for the years ended
December 31    are as follows (in thousands):
                                                  2005   2004   2003
                                                  ----   ----   ----
Interest cost on projected benefit obligation,    $ 91   $ 92   $106
Actual (return)/loss on plan assets                (33)   (14)  (109)
Net amortization and deferral                       (3)   (33)    63
Settlement loss                                                   58
                                                 -----   ----   ----
Net periodic pension cost                        $  55   $ 45   $118
                                                 =====   ====   ====
The following table sets forth the plan's funded status and the accrued
pension liability recognized in the Company's Consolidated Balance Sheets
at December 31 (in thousands):
                                                      2005       2004

Projected and accumulated benefit obligation for
 services rendered to date
  Beginning of year                                 $1,681     $1,489
  Loss (gain) due to change in estimates               183        214
  Interest cost                                         91         92
  Less benefits paid                                  (112)      (114)
                                                    ------     ------
  End of year                                        1,843      1,681
                                                    ------     ------
Plan assets at fair value
  Beginning of year                                    941        825
  Actual return on plan assets                          33         14
  Contribution                                         206        216
  Less benefits paid                                  (112)      (114)
                                                    ------     ------
  End of year                                        1,068        941
                                                    ------     ------
Plan assets less than benefit obligation              (775)      (740)
Unrecognized net loss                                  709        524
Minimum pension liability adjustment                  (709)      (524)
                                                    ------     ------
Accrued pension liability (included in other
  liabilities)                                      $ (775)    $ (740)
                                                    ======     ======
The discount rates used in determining the projected benefit obligation were
4.7% in 2005 and 5.5% in 2004.   The expected long-term rate of return on
plan assets used in determining the net periodic pension cost was 6.5%  in
2005 and 2004.  In determining the expected return on plan assets, the
Company considers the relative weighting of plan assets, the historical
performance of total plan assets and individual assets categories and
economic and other indicators of future performance.  The Company may
also consult with other professionals in developing expected returns.
The plan's weighted-average asset allocations at December 31, 2005 and
2004 by asset category, are as follows:

     Asset Category,                                 2005       2004
Equity Securities                                     51%        56%
Debt Securities                                       25%        31%
Cash and cash equivalents                             24%        13%

In 2006, the Company applied to the Pension Benefit Guarantee Corporation
and the Internal Revenue Service for permission to terminate this Plan.
Reflecting this, the Company intends to contribute approximately $800,000
in 2006 to this plan and $1,870,000 in benefit payments is expected to be
paid in 2006.  When the Company terminates the Plan, it will recognize an
expense of approximately $709,000.

401(k) Retirement Plan.  The Company has a defined contribution plan
covering substantially all domestic employees. The Company's contribution,
until June of 2003 was based upon the participants' contributions.  In
June of 2003, the Company suspended its contribution.  The expense was
$23,000 in 2003.

Officers' Supplemental Pension Plan.  The Company has
an unfunded, noncontributory defined benefit pension plan covering
certain retired officers.  The components of net pension cost of the
plan for the years ended December 31 are as follows (in thousands):

                                                2005    2004      2003
                                                ----    ----      ----
Interest cost on projected benefit obligation    $16     $19       $24
Amortization of actuarial gains                   (1)     (2)       (3)
                                                 ---     ---       ---
     Net periodic pension cost                   $15     $17       $21
                                                 ===     ===       ===
The following table sets forth the plan's status and the accrued pension
liability recognized in the Company's Consolidated Balance Sheets at
December 31 (in thousands):
                                                      2005       2004
Projected benefit obligations
  Balance at beginning of period                      $322       $347
  Loss due to change in estimate                                   25
  Interest expense                                      16         19
  Less benefits paid                                   (70)       (69)
                                                      ----       ----
  Balance at end of period                             268        322
Unrecognized net gain                                   45         46
                                                      ----       ----
Accrued pension liability (included in other
    liabilities)                                      $313       $368
                                                      ====       ====

The discount rate used in determining the projected benefit obligation
was 5.5% in 2005 and 2004.  All participants are retired and receiving
benefits under the Plan and therefore future increases in compensation
are not applicable.  The following benefit payments and contributions
are expected to be paid: $69,000 in 2006, $65,000 in 2007, $50,000 in
2008, $50,000 in 2009, $50,000 in 2010 and an aggregate of $23,000 for
the five year period ending in 2015.

Other Postretirement Benefit Plans.  In addition to the Company's
pension plans, the Company had  a contributory, unfunded defined benefit
plan providing certain health care benefits for domestic employees who
retired prior to March 31, 1996, which was terminated effective December
31, 2003. The components of postretirement benefit cost for the year ended
December 31, 2003 are as follows (in thousands):

                                                               2003
                                                               ----
    Interest cost                                             $  45
    Net amortization                                             (9)
    Settlement gain                                            (849)
                                                              -----
      Net periodic cost                                       $(813)
                                                              =====
The net benefits paid were $32,000 for 2003.

Deferred Compensation. At December 31, 2005 and 2004, the liability
relating to a deferred compensation arrangement between the Company
and a former director and officer of the Company was $176,000 and
$207,000, respectively and is included in other liabilities.  The
Company expects to make payments in 2006 totaling $46,000 under this
contract.

Note L.  Stock Plans
The 1990 Stock Option Plan provides for the grant, at fair market value
on the date of grant, of nonqualified stock options and incentive stock
options. Options generally become exercisable in three equal annual
installments on a cumulative basis commencing six months from the date
of grant and expire ten years  after the date granted.

The Company also has the 1967 Employee Stock Purchase Plan which provides
for the grant to purchase shares at 85% of the fair market value of the
stock on the date offered. Generally, rights to purchase shares under this
plan expire 12 months (maximum 27 months) after the date of grant.  For
each of the three years in the period ended December 31, 2005, no grants
were granted, exercised or cancelled.  At December 31, 2005, there were
no grants outstanding and there were 52,478 shares available for future
grant.

The Company also has a time accelerated restricted stock plan ("Restricted
Stock Plan") which provides for the award of shares to key employees;
generally, the awards vest in five equal annual installments commencing
two years after the date of the award. Vesting may be accelerated based
on the achievement of certain financial performance goals.

The Company may, in certain circumstances, offer nonqualified options as
an inducement to enter into employment with the Company (Inducement
Options).  Options generally become available in three equal annual
installments on a cumulative basis generally commencing six months after
the date of grant and expiring in 10 years.

In 2002, the company granted to key employees the right to receive
395,000 common shares which vested on January 2, 2006.  Such rights were
subject to immediate vesting in the event of change of control of the
Company and pro-rata vesting in the event of death or involuntary
termination of employment for reasons other than cause.  The total value
of the rights at the date of grant was $612,000 and was based on the
market price of $1.55 per share.

The Directors' Stock Option Plan provides for an annual grant of options
to non-employee officers and directors.  This plan provides for the
automatic award of options to purchase 3,000 shares of Common Stock at
the fair market value at the date of grant to each person who is a
participant on August 1 of each year and pro-rated awards in certain cases.
The awards expire five years (ten years for awards granted after 2000) after
the date granted.  In 2002, the plan was amended to provide for grant on
November 9, 2002 of options to purchase 5,500 shares for each participant,
and in 2003 the plan was amended to increase the amount granted to 6,000
shares for each participant.

Share information pertaining to these plans is as follows:
                                                 1990    Restricted  Directors'
                                  Inducement   Options     Stock      Option
                                   Options       Plan      Plan        Plan
                                  ----------   -------   ----------  ---------
Outstanding at December 31, 2002         0    1,040,325    258,680    101,250
 Granted                                        248,500    103,187     36,000
 Cancelled or expired                          (154,525)              (12,000)
 Vested                                                    (32,830)
 Exercised                                       (3,000)
                                   -------    ---------    -------    -------
Outstanding at December 31, 2003         0    1,131,300    329,037    125,250
Granted                                           3,000                30,000
Cancelled or expired                           (144,751)              (12,000)
Vested                                                     (53,550)
Exercised                                       (12,497)              (14,500)
                                   -------    ---------    -------    -------
Outstanding at December 31, 2004,        0      977,052    275,487    128,750
Granted                            705,000      167,000                30,000
Cancelled or expired                            (26,667)   (22,900)
Vested                                                     (70,137)
Exercised                                       (27,166)
                                   -------    ---------    -------    -------
Outstanding at December 31, 2005   705,000    1,090,219    182,450    158,750
                                   =======    =========    =======    =======
Available for future grant                        8,515     22,900     28,750
                                              =========    =======    =======

Under the 1990 Option Plan, the exercise price for options granted in  2003 was
$2.20, in 2004 was $3.50 and in 2005 was $2.70.  The weighted average exercise
price for the options outstanding under the Option Plan is $3.95 with
expiration dates ranging from 2010 to 2015. Options were exercised under the
Option Plan at weighted average exercise prices of $1.55, $1.65 and $1.66 in
2003, 2004 and 2005, respectively. Shares exercisable under the Option Plan
and weighted average exercise price at December 31, 2003, 2004 and 2005 were
681,764 and $6.53, 708,058 and $4.88 and 841,729 and $4.37, respectively.
The weighted average remaining lives for options outstanding at December 31,
2003, 2004 and 2005 were 7.3, 8.25 and 6.76 years, respectively.

Under the Restricted Stock Plan compensation expense was $146,000, $208,000
and $228,000 in 2005, 2004 and 2003, respectively.

The exercise price for options granted in 2003, 2004 and 2005 under the
Directors' Stock Option Plan were $2.11, $3.50 and $3.22, respectively.  The
weighted average exercise price for the options outstanding under the plan is
$3.59 with expiration dates ranging from 2006 to 2015.  No options were
exercised in 2003 and 2005; in 2004, options with a weighted average exercise
price of $1.93 were exercised.  Shares exercisable at December 31, 2003,   2004
and 2005 were 101,250,  104,750 and 128,750, respectively.  The weighted
average remaining lives for options outstanding at December 31, 2003, 2004
and 2005 were 7.6, 7.6 and 7.5 years, respectively.

The exercise price for 705,000 inducement options granted in 2005, in
connection with the acquisition of ThinkEngine Networks were issued at an
exercise price of $2.55 with expiration in 2015.  At December 31, 2005, 70,000
shares were exercisable.

Note M.  Cumulative Other Comprehensive Loss
Cumulative other comprehensive loss consists of the following at December 31
(in thousands):
                                                    2005    2004   2003
                                                    ----    ----   ----
Cumulative translation adjustment                          $ 170  $  50
Minimum pension liability net of tax of $128        (580)   (395)  (148)
                                                   -----   -----  -----
                                                   $(580)  $(225)  $(98)
                                                   =====   =====  =====

Note N.  Related Party Transactions
Prior to August 2002, the Company had advanced amounts to officers primarily
for personal income taxes related to various stock option plans.  The amounts
outstanding at December 31, 2005 and 2004 of $1,996, 000 and $1,968,000
include interest accrued on the advances.  This indebtedness bears interest
at rates  approximating market rates and is payable upon demand.

In 2005, the Company sold its UK distributorship operations to a company owned
by its former Vice President of European Operations.  See Note J.

Note O.  Quarterly Financial Data (Unaudited)
(in thousands except per share amounts)
2005                                         First   Second   Third   Fourth
                                             -----   ------   -----   ------
Revenues                                    $1,721   $1,054   $ 986   $3,989
Gross profit                                 1,051      353     388    2,633
Income (loss) from continuing operations      (498)  (1,241) (1,065)     213
Loss from discontinued operations             (257)    (454)   (585)    (259)
Net income (loss)                             (755)  (1,695) (1,650)     (46)
Income (loss) per share:
   Continuing operations                     $(.09)   $(.22)  $(.19)   $(.03)
   Discontinued operations                    (.05)    (.08)   (.11)    (.04)
   Net loss                                   (.13)    (.31)   (.29)    (.01)

2004                                         First   Second   Third   Fourth
                                             -----   ------   -----   ------
Revenues                                    $2,261   $4,243  $1,889   $5,832
Gross profit                                   748    2,499     713    3,794
Income (loss) from continuing operations    (1,537)     283  (1,192)   2,105
Income (Loss) from discontinued operations     186       93    (156)    (336)
Net income (loss)                           (1,351)     376  (1,348)   1,769
Net income (loss) per share:
   Continuing operations                     $(.28)    $.05   $(.21)   $ .33
   Discontinued operations                     .03      .01    (.03)    (.06)
   Net income (loss)                          (.24)     .06    (.23)     .28

The Company expensed $678,000 of purchased in process R&D in connection with
The acquisition of ThinkEngine Networks, Inc. in the fourth quarter of 2005.
The gross margin percentage for the fourth quarter of 2005 was 62% versus 48%
for the first nine months of 2005 due to increased volume.

The gross margin percentage for the fourth quarter of 2004 was 65% versus 47%
for the first nine months of 2004 due to increased volume and an improved
product mix. The gross margin percentage for the fourth quarter of 2003 was
24% versus 45% for the first nine months of 2003 primarily due to lower
volume and lower absorption of overhead.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Not applicable.

Item 9A.  Controls and Procedures

Quarterly Evaluation.  The Company's management carried out an evaluation as of
December 31, 2005 of the effectiveness of the design and operation of the
Company's "disclosure controls and procedures," which the Company refers to as
the Company's disclosure controls.  This evaluation was done under the
supervision and with the participation of Company management, including the
Chief Executive Officer and Chief Financial Officer.  Rules adopted by the
Commission require that the Company present the conclusions of the Chief
Executive Officer and Chief Financial Officer about the effectiveness of the
Company's disclosure controls as of the end of the period covered by this
annual report.

CEO and CFO Certifications.  Included as Exhibits 31.1 and 31.2 to this Annual
Report on Form 10-K are forms of "Certification" of the Company's Chief
Executive Officer and Chief Financial Officer.  The forms of Certification are
required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002.
This section of the Annual Report on Form 10-K is the information concerning
the evaluation referred to in the Section 302 certifications.  This information
should be read in conjunction with the Section 302 certifications for a more
complete understanding of the topics presented.

Disclosure Controls and Procedures and Internal Control over Financial
Reporting.  Disclosure controls and procedures are designed with the objective
of ensuring that information required to be disclosed in the Company's reports
filed or submitted under the Exchange Act, such as this Annual Report on Form
10-K, is recorded, processed, summarized and reported within the time periods
specified in the Commission's rules and forms.  Disclosure controls and
procedures are also designed with the objective of ensuring that such
information is accumulated and communicated to Company management, including
the Company's Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure.

Internal control over financial reporting is a process designed by, or under
the supervision of, the Company's Chief Executive Officer and Chief Financial
Officer, and effected by the Company's Board of Directors, management and
other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles
and includes those policies and procedures that:

     pertain to the maintenance of records that in reasonable detail accurately
     and fairly reflect the transactions and dispositions of the Company's
     assets;

     provide reasonable assurance that transactions are recorded as necessary
     to permit preparation of financial statements in accordance with
     generally accepted accounting principles, and that the Company's receipts
     and expenditures are being made only in accordance with authorizations of
     management or the Company's Board of Directors; and

     provide reasonable assurance regarding prevention or timely detection of
     unauthorized acquisition, use or disposition of the Company's assets that
     could have a material adverse effect on the Company's financial
     statements.

Limitations on the Effectiveness of Controls.  Management, including the
Company's Chief Executive Officer and Chief Financial Officer, do not expect
that the Company's disclosure controls and procedures or internal control over
financial reporting will prevent all errors and all fraud.  A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered
relative to their costs.  Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the company have been
detected.  These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of
simple error or mistake.  Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management's override of the control.  The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate.  Because of the
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.

Scope of the Evaluation of the Company's Disclosure Controls and Procedures.
As of December 31, 2005, the Company carried out an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures.  This evaluation of the Company's disclosure controls and
procedures included a review of the Company's internal audit procedures, as
well as discussions with members of management and others in the Company, as
appropriate.  In the course of the evaluation, the Company sought to identify
data errors, control problems or acts of fraud and to confirm that appropriate
corrective action, including process improvements were being undertaken.  The
overall goals of these various evaluation activities are to monitor the
company's disclosure controls and procedures and to make modifications as
necessary.  The Company's intent in this regard is that the disclosure controls
and procedures will be maintained as systems that change (including with
improvements and corrections) as conditions warrant.  Among other matters,
the Company sought in this evaluation to determine whether there were any
"significant deficiencies" or "material weaknesses" in the company's internal
control over financial reporting, or whether the Company had identified any
acts of fraud involving personnel who have a significant role in the Company's
internal control over financial reporting.  The Company also sought to deal
with other control matters in the evaluation, and in any case in which a
problem was identified, management considered what revision, improvement
and/or correction was necessary to be made in accordance with the Company's
on-going procedures.

Periodic Evaluation and Conclusion of Disclosure Controls and Procedures.  As
of December 31, 2005, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
its Chief Executive Officer and its Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures.  Based on that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that such controls and procedures were
effective as of December 31, 2005.

Changes in Internal Control Over Financial Reporting.  During the three months
ended December 31, 2005, there were no  changes in the Company's internal
control over financial reporting that has materially affected, or are
reasonably likely to materially affect, the Company's internal control for
financial reporting.

Item 9B.  Other Information

Not applicable.





                              PART III

Item 10.  Directors and Executive Officers of the Company

Information Concerning Directors

   The following table sets forth with respect to each director: (1)
his name and age, all positions and offices with the Company currently
held by him, and his principal occupation over the last five years
(including other directorships and business experience) and (2)
the periodduring which he has served as a director of the Company.

        Name, Age, Positions, Principal Occupation,          Director
           Directorships and Business Experience              Since
           -------------------------------------              -----

J. T. CONNORS, 57, U.S. Country Manager of Bank of Ireland     2000
 Wholesale Financial Services, a division of The Bank of
 Ireland since September 2005.  Prior to that he had served
 as counsel in the New York office of the law firm of
 Pillsbury Winthrop Shaw Pittman LLP, formerly known as Shaw
 Pittman LLP, since 2003, a business and financial
 consultant, from 2001 to 2003 and President and Chief
 Operating Officer of Fortis Capital Holdings Inc (a
 financial services company), and its predecessor, Mees
 Pierson Holdings Inc., since 1997 and General Counsel of
 Mees Pierson Holdings Inc. from 1993 to 1997.

ROBERT C. FLEMING, 49, has been a founder of Prism Venture     2005
 Partners ("Prism"), a venture capital investment firm,
 since 1996.

BRIAN J. KELLEY, 54, has been President and Chief Executive    1994
 Officer of the Company since 1994.  Prior to that he held
 senior management positions with TIE/Communications, Inc.
 from 1986 to 1994.

JACK MEEHAN, 56, has been President and Chief Executive        1991
 Officer of Novus, LLC (a telephone systems equipment
 company) since November 2001.  Prior to that he had been
 President and Chief Executive Officer of Aztec
 International, Inc. (a similar business), a subsidiary of
 Aztec Technology Partners, Inc., since 1983.
                                                               1994
WILLIAM  A. MERRITT, 69, has been President of Integrated
 Communications Systems Corp. since 1992, Vice President
 and General Counsel of Seaboard Properties, Inc. and a
 Managing Member of the Seaboard Group of companies since
 1992 and acting Chief Financial Officer of McAllister
 Towing and Transportation Company, Inc. since 1997.

WILLIAM J. STUART, 54, has been a general partner with         2001
 Still River Funds since September 2001.  Prior to that
 he had been Vice President of the Broadband Infrastructure
 & Access Group of ADC Telecommunications, Inc. since
 October 2000, Vice President and Chief Financial Officer of
 Broadband Access Systems, Inc. from October 1999 to
 September 2000, Vice President and Chief Financial Officer
 of NetCore Systems, Inc. from May 1999 to October 1999 and
 Vice President and Chief Financial Officer of Telco Systems,
 Inc. from January 1997 to January 1999.



The foregoing directors were each elected at the 2005 Annual Meeting
of Stockholders, except Mr. Fleming who was elected by the Board on
December 16, 2005 pursuant to contractual terms in connection with
the acquisition of ThinkEngine Networks, Inc. in November 2005. The
contractual terms provide that, so long as Prism or one of its
affiliated funds holds 400,000 or more shares of the Company's Common
Stock, the Company shall cause an individual designated by Prism and
Acceptable to the Company's Board of Directors to be elected a director.

Qualifications of Audit Committee Members

   The Company's Board has reviewed the qualifications of each of the
members of the Audit Committee, comprised of Messrs. Meehan, Merritt
and Stuart, and has determined that all of them are independent (as
independence is defined in Section 121A of the American Stock Exchange's
listing standards).  The Board also determined that William J. Stuart
qualifies as an "audit committee financial expert" as defined by the
SEC pursuant to the Sarbanes-Oxley Act of 2002.

Code of Business Conduct and Ethics

   The Company has adopted a Code of Business Conduct that applies to
all of its directors, officers and employees, including its chief
executive officer and chief financial officer.  The Board reassessed and
restated the Code of Business Conduct and Ethics in 2005, a copy of which
will be provided, without charge upon a written request addressed to
Corporate Secretary, Cognitronics Corporation, 3 Corporate Drive,
Danbury, CT 06810-4130.

Section 16(a) Beneficial Ownership Reporting Compliance

	In accordance with Section 16(a) of the Exchange Act, the
Company's directors, officers and any person holding more than
ten percent of the Company's Common Stock  are required to file
reports of ownership and any changes in ownership with the
Securities and  Exchange Commission, the American Stock Exchange
and the Company.  The Company believes that all of these filing
requirements were timely satisfied during 2005 by its directors,
officers and ten percent holders, except each of the following
failed to file such reports: Messrs. Brix, Connors, Keefe,
Kelley, Mayer, Meehan, Sullivan, Stuart and Zizzo - 1 report, 1
transaction each and Mr. Merritt - 7 reports, 8 transactions.


Executive Officers

   The identification of the executive officers of the Company and
their positions with the Company and ages as of March 23, 2005 is set
forth under the caption Executive Officers of the Company in Part I of
this Annual Report on Form 10-K/A.

Item 11.  Executive Compensation

   The following tables and notes set forth the compensation paid or
accrued by the Company during the fiscal years ended December 31, 2005,
2004 and 2003 to its five most highly compensated executive officers
whose aggregate cash compensation exceeded $100,000 for services
rendered to the Company in 2005.

<TABLE>
                                        Summary Compensation Table




                                                                                      Long-term
                                                 Annual Compensation               Compensation Awards
                                                ----------------------             -------------------
            (a)                     (b)        (c)        (d)       (e)         (f)        (g)        (h)
                                                               Other Annual  Restricted  Options/  All Other
                                              Salary    Bonus  Compensation    Stock       SARs      Comp.
Name and Principal Position        Year         $         $        $(2)         $(1)        #        $(3)
---------------------------        ----       ------    -----  -----------   ---------   --------  ---------
<S>                               <C>       <C>       <C>       <C>           <C>       <C>        <C>
Brian J. Kelley                    2005      294,808   60,000                            80,000     11,929
President and Chief                2004      270,000                                                 8,353
Executive Officer                  2003      282,116                           73,011    60,000      9,349

Kenneth G. Brix                    2005      161,114   30,000                            40,000        990
Vice President, Sales              2004      148,500                                                   990
                                   2003      155,160                           26,400    25,000      2,332

Roy A. Strutt                      2005      206,309                                                14,505
Former Vice President,             2004      214,185                                                14,656
European Operations                2003      197,184                           26,400    25,000     13,110
and Managing
Director, Dacon
Electronics Plc

Michael N. Keefe (4)               2005      137,442                                     10,000        840
Vice President,                    2004      126,000                                                   840
Engineering                        2003      131,654                           26,400    25,000      1,979

Garrett Sullivan                   2005      137,442   30,000                            20,000        840
Treasurer and Chief                2004      126,000                                                   840
Financial Officer                  2003      131,654                           26,400    25,000      1,979
</TABLE>
(1) The Compensation Committee awarded restricted shares of Common
    Stock under the terms of the Restricted Stock Plan on October
    24, 2003, as follows: Mr. Kelley - 60,000 shares and  Messrs.
    Brix, Strutt, Keefe and  Sullivan  - 25,000 shares each .  The
    value of the shares on the award date is reflected in the table
    above. The shares vest 20% annually beginning on the second
    anniversary of the award provided the officer remains employed
    by the Company until the vesting date (except that if the officer
    is terminated prior to the vesting date by reason of a change in
    control, all restricted shares become vested immediately).
    Dividends will be paid on the restricted shares.   Aggregate shares
    vested in 2003 as follows: Mr. Kelley - 11,550 shares, Messrs. Brix,
    Keefe and Sullivan  - 4,000 shares each and Mr. Strutt - 2,030
    shares.  Aggregate shares vested in 2004 as follows: Mr. Kelley -
    19,000 shares, Messrs. Brix, Keefe and Sullivan - 6,950 shares each
    and Mr. Strutt - 4,500 shares.  Aggregate shares vested in 2005 as
    follows: Mr. Kelley - 24,137 shares, Messrs. Brix, Keefe and Sullivan
    - 8,900 shares each and Mr. Strutt - 6,900 shares.  The number of
    shares and value of the aggregate restricted stock holdings at
    December 31, 2005 are: Mr. Kelley - 70,050 shares, $168,821,
    Messrs. Brix, Keefe and Sullivan - each 26,100 shares, $62,901
    and Mr. Strutt - 0 shares, $0.

(2) The amount perquisites was less than the lesser of $50,000 or 10%
    of total annual salary and bonus for the named executive officers.

(3) These amounts represent (a) pension contributions, (b) term life
    insurance premiums paid by the Company for the benefit of the
    officers' beneficiaries and (c) personal use of automobile in the
    following amounts: Mr. Kelley - $1,200 in insurance premiums and
    personal use of automobile - $10,729, Mr. Brix - $990 in insurance
    premiums, Messrs. Keefe and Sullivan - $840 in insurance premiums
    and Mr. Strutt - $14,505 in pension contributions. There are no cash
    values associated with the term life insurance.

(4) On March 31, 2006, Mr. Keefe's employment as Vice President,
    Engineering terminated.  Under the terms of his severance, the
    Company will pay severance compensation in installments aggregating
    a minimum of $21,538 through June 2, 2006 and a maximum of $110,385
    through January 19, 2007 under certain circumstances.



                           Option Grants in 2005


                        Individual Grants

      (a)             (b)         (c)       (d)         (e)       (f)      (g)
                              % of Total
                               Options
                              Granted to  Exercise
                    Options   Employees    Price    Expiration
Name              Granted#(1)  in 2005     ($/Sh)      Date      5%($)   10%($)
----------------- ---------- ----------  ---------  ----------   -----   ------
Brian J. Kelley     80,000       9.2%      2.70     10/25/15   135,841  344,248

Kenneth G. Brix     40,000       4.6%      2.70     10/25/15    67,921  172,124

Roy A. Strutt        None

Michael N. Keefe    10,000       1.1%      2.70     10/25/15    16,980   43,031

Garrett Sullivan    20,000       2.3%      2.70     10/25/15    33,960   86,062



(1) These options were granted under the Company's 1990 Stock Option Plan
    at an exercise price equal to the closing market price on the date of
    grant and are exercisable in three equal installments over 30 months.
    Normally, options are granted in connection with the review of annual
    compensation; however, the Compensation Committee may grant options
    at other dates at its discretion.

	Aggregate Option Exercises in 2005 and 2005 Year-end Option Values

     (a)               (b)           (c)            (d)             (e)
                                                                 Value of
                                                  Number of     Unexercised
                                                Unexercised    In-the-Money
                                                 Options at     Options at
                    Shares          Value         Year End       Year End
                  Acquired on    Realized on   Exercisable/   Exercisable/
Name             Exercise (#)    Exercise ($)  Unexercisable  Unexercisable
---------------- -----------    ------------   -------------  -------------
Brian J. Kelley     None                         242,500         $60,000
                                                 100,000          $4,200

Kenneth G. Brix     None                          86,667         $25,000
                                                  48,333          $1,750

Roy A. Strutt       None                          86,667         $25,000
                                                       0              $0

Michael N. Keefe    None                          86,667         $25,000
                                                  18,333          $1,750

Garrett Sullivan    None                          86,667         $25,000
                                                  28,333          $1,750


Pension Plans

   In 1977, the Company adopted a non-contributory, defined benefit
pension plan covering substantially all employees in the United States.
The Company's funding policy is to contribute amounts to the plan
sufficient to meet the minimum funding requirements set forth in the
Employee Retirement Income Security Act of 1974, plus such additional
amounts as the Company may determine to be appropriate from time to time.

   In 1994, the Company amended the pension plan to eliminate future
benefit accruals after June 30, 1994.  Accordingly, new employees  are
not eligible to participate in the plan and the accrued pension benefit of
earlier participants will remain at the  level  earned based on service
through June 30, 1994.  At January 1, 2006, the accrued annual pension
benefits payable upon the retirement of the officers identified in the
Summary Compensation Table were: Brian J. Kelley - $0; Kenneth G. Brix -
$0; Michael N. Keefe - $6,319; Garrett Sullivan - $4,623;  and Roy A.
Strutt - $0.  In September 2005, Board approved the termination of
pension plan subject to the approval of the Internal Revenue Service
and the Pension Benefit Guaranty Corporation, which is expected to be
granted in 2006; upon receipt of the approvals, the present value of the
accrued benefit of all participants, including the officers identified
above, is expected to be distributed.

Compensation of Directors

   Directors who were not employees of the Company in 2005 were entitled
to payment of (a) an annual fee of $8,000, (b) $1,000  for each Board
meeting attended, of which  there were four during 2005, and for each
meeting of a committee of the Board not held in conjunction  with a Board
meeting, of which there was one in 2005 and (c) $1,000 for each substantive
part of a business day that a director is requested to assist management
in the future development of the Company's  business, of which there were
two such occasions in 2005.  Directors may voluntarily defer the receipt
of such fees to a future year. Directors may elect to be paid in cash or
in shares of Common Stock of the Company. If a director elected to be
paid in shares, he was entitled to 125% of the equivalent value in
shares.  Directors are also entitled to reimbursement of reasonable travel
expenses.

   In September 1998, the Board unanimously approved the Directors' Stock
Option Plan covering directors and officers who are not employees of the
Company; the stockholders approved the adoption of the Directors' Stock
Option Plan (the "Directors' Plan") and the awards thereunder at the
Annual Meeting of Stockholders on May 13, 1999.  The Board of Directors
amended the Directors' Plan in 2000, 2001 and 2003, which amendments
were approved by stockholders on May 11, 2000, May 17, 2001 and May 8,
2003, respectively.  The terms of the Directors' Plan provide for an
automatic award to each person who is a participant of options to purchase
(1) 3,000 shares of Common Stock on August 1, 2000, 2001 and 2002, (2)
6,000 shares of Common Stock in each subsequent year thereafter, (3)
sixty days following the initial election of a director by the Board
of Directors a pro rata portion of shares of the annual award and (4)
5,500 shares of Common Stock on November 9, 2002.  The option exercise
price is 100% of the fair market value per share of Common Stock on the
date of the award, as defined in the Directors' Plan.  Generally, the
options become exercisable one year after the date of award and expire
ten years after the date of award.  During 2006, Messrs. Connors,
Meehan, Merritt and Stuart were awarded options to purchase 6,000
shares of Common Stock each on August 1 at an exercise price of $3.22
per share.  None of the Directors exercised options in 2005.

Compensation Committee Interlocks and Insider Participation

   The Compensation Committee is composed of Messrs. Meehan, Merritt
and Stuart, each of whom are "non-employee directors" for purposes of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended.  Mr.
Connors was counsel with the law firm of Pillsbury Winthrop Shaw
Pittman LLP until September 2005, which the Company retained during
during that period.

   The Company has advanced to officers amounts principally for income
taxes related to stock awards under its 1990 Stock Option and Restricted
Stock Plans and stock bonuses.  In connection therewith, the largest
aggregate amount the executive officers were indebted to the Company since
January 1, 2005, which is also the aggregate  amount at April 1, 2006 are
as follows: Mr. Kelley, President and a director - $550,637; Mr. Brix, a
Vice President - $189,611; Mr. Keefe, a Vice President - $95,426; and Mr.
Sullivan, Treasurer - $427,609; and Mr. Strutt, a former Vice President -
$684,769 which was fully repaid prior to April 1, 2006. The above
indebtedness, which is partially unsecured and is payable on demand,
bears interest at varying rates approximating market rates.  There were
no such advances subsequent to July 28, 2002.



Item 12.  Security Ownership of Certain Beneficial Owners and Management
and Related Stockholders Matters

   The  following table sets forth information as to  ownership of  the
Common  Stock of the Company as of April 1, 2006 with respect  to  (i)
current directors of the  Company; (ii) the executive officers listed on
the Summary Compensation Table; (iii) current directors and executive
officers as a group; and (iv) beneficial owners of more than 5%.




                                              Shares          Percent of
                                            Beneficially        Shares
      Name of Beneficial Owner(k)              Owned         Outstanding
      --------------------------            ------------     -----------
Bruce Galloway ........................      461,600(k)           6.9%
Prism Venture Partners III, LLC .......    1,149,705(j)          17.2%
John T. Connors , Director ............       23,500(b)(c)         (a)
Robert C. Fleming, Director............    1,149,705(j)          17.2%
Brian J. Kelley, President, CEO and
  Director.............................      807,792(b)(d)(e)    11.6%
Jack Meehan, Director .................       23,500(b)(c)         (a)
William A. Merritt, Director...........       33,200(b)(c)         (a)
William J. Stuart, Director ...........       32,895(b)(c)(f)      (a)
Kenneth G. Brix, Vice President .......      211,567(b)           3.1%
Michael N. Keefe, former Vice President      222,944(b)(h)        3.3%
Roy A. Strutt, former Vice President ..        4,875(b)(g)         (a)
Garrett Sullivan, Treasurer and CFO ...      233,455(b)(i)        3.4%
All directors and officers, as a group
  including those listed above,
  consisting of 13 persons.............    3,037,595(b)(c)(l)    40.3%

(a) The  percentage of shares beneficially owned does  not  exceed
    one percent.
(b) Of the shares of Common Stock shown above as beneficially owned,
    the number of shares with respect to  which  the following persons
    had a right to acquire beneficial ownership within 60 days were:
    John T. Connors - 23,500,  Brian J. Kelly - 289,167, Jack Meehan -
    23,500, William A. Merritt - 23,500, William J. Stuart - 23,750,
    Kenneth G. Brix - 108,333, Michael N. Keefe - 98,333, Garrett
    Sullivan - 101,667 and all current  directors and officers as a
    group - 845,200.  Other than shares as to which he had a right
    to acquire beneficial ownership or as noted below, each person
    held sole voting and sole investment power with respect to the
    shares shown above.
(c) Does not include equivalent shares of Common Stock recorded in
    the books and records of the Company as deferred compensation,
    as follows: John T. Connors  - 25,522 shares, Jack Meehan -
    42,649 shares and William A. Merritt - 41,912 shares and all
    current officers and directors as a group - 110,083 shares.
(d) With  respect  to 110,133 of the shares, voting and  investment
    power is shared with Mr. Kelley's spouse.
(e) Includes 4,500 shares held in Mr. Kelley's name as custodian
    for his three children.
(f) With  respect to 8,145 of the shares, voting and investment
    power is shared with Mr. Stuart's spouse.
(g) Includes 4,875 shares held in the name of Mr. Strutt's spouse.
(h) With respect to 2,955 of the shares, voting and investment
    power is shared with Mr. Keefe's spouse.
(i) With respect to 32,257 of the shares, voting and investment
    power is shared with Mr. Sullivan's spouse.
(j) Based upon information set forth in a Schedule 13D filed with
    the SEC on November 25, 2005 by Prism Venture Partners III, L.P.
    ("PVP III"), which owns of record 1,116,134 shares and Prism
    Venture Partners III-A, L.P. ("PVP III-A"), which owns of
    record 33,571 shares.  The 13D was also filed by Prism Venture
    Partners III, LLC ("PVP LLC"), John L. Brooks, III, Robert C.
    Fleming and William M. Seifert.  Each of the indicated parties
    has shared voting and dispositive power over all of the shares.
    Messrs. Brooks, Fleming and Seifert are members of PVP LLC
    which is the sole general partner of PVP III and PVP III-A.
    Mr. Fleming is also a director of the Company.
(k) Based upon information set forth in a Schedule 13G filed with the
    SEC on February 23, 2006 by Strategic Turnaround Equity Partners,
    LP ("STEP"), Bruce Galloway and Gary Herman.  Mr. Galloway has
    sole voting and dispositive power over 99,300 shares and shared
    voting and dispositive power over 362,300 shares.  Mr. Herman
    has sole voting and dispositive power over 2,500 shares and
    shared voting and dispositive power over 157,200 shares.  STEP
    has sole voting and dispositive power over no shares and shared
    voting and dispositive power over 156,200 shares.  Messrs.
    Galloway and Herman are managing members of the general partner
    of STEP.
(l) With  respect to 1,308,070 of the shares, voting and  investment
    power is shared with the spouses or other  affiliates  of the
    beneficial owners.
(m) The business address of each of the named beneficial owners is
    c/o Cognitronics Corporation, 3 Corporate Drive, Danbury, CT
    06810-4130, except for Mr. Strutt whose business address is
    c/o Dacon Electronics Plc, 1 Enterprise Way, Hemel Hempstead,
    Hertfordshire, HP27Y3, United Kingdom, Mr. Fleming and Prism
    Venture Partners III, LLC whose business address is 100 Lowder
    Brook Drive, Suite 2500, Westwood, MA 02090 and Bruce Galloway
    whose business is c/o Galloway Capital Management, LLC, 720
    Fifth Avenue, New York, New York 10019.

Equity Compensation Plan Information

   The following table sets forth securities authorized for issuance
under all equity compensation plans of the Company at December 31, 2005.

                      Equity Compensation Plan Information
                             (a)                (b)                 (c)
                                                                Number of
                                                               Securities
                                                                remaining
                          Number of                           available for
                       Securities to be   Weighted-average   future issuance
                         issued upon      exercise price      under equity
                         exercise of      of outstanding      compensation
                         outstanding         options,        plans (excluding
                      options, warrants   warrants and    securities reflected
    Plan Category        and rights           rights          in column (a)

Equity compensation      1,237,970          $3.83              112,642(1)
plans approved by
security holders


Equity compensation      1,281,083(2)       $2.55               60,497
plans not approved
by security holders

Total                    2,519,053          $3.37              173,139

(1) Consists of (a) 52,478 shares available for grant of rights under
the 1967 Employee Stock Purchase Plan, (b) 37,264 shares available for
grant of stock options and (c) 22,900 shares for grant under the
Restricted Stock Plan.

(2) Consists of shares available for issuance, as follows:
   (a) Rights granted in 2002 to executives to receive 395,000 shares
       of Common Stock on January 2, 2006.  Such rights are subject
       to immediate vesting in the event of a change in control of the
       Company and pro-rata vesting in the event of death or involuntary
       termination for reasons other than cause.  The total value of the
       rights at the date of grant was $612,000 based on the fair market
       value of the Common Stock ($1.55 per share) on the date of grant;
       $160,000 was charged to expense in 2005 related to this grant.
   (b) Rights of directors to receive 110,083 shares of Common Stock.
       Directors may elect to receive their fees in shares of Common
       Stock and defer receipt of such shares to a future date. If a
       director elects to be paid in shares, he is entitled to 125% of
       the equivalent value of the fees in shares.
   (c) Rights granted in 2001 to executives to receive 71,000 shares of
       Common Stock, the receipt of which has been voluntarily deferred
       by the executives to a future year.  The total value of the rights
       was $338,000 based on the average fair market value of the Common
       Stock as the shares vested during 2001 ($4.76 per share), which
       amount was charged to expense in 2001.
   (d) Employment inducement stock options granted to newly hired
       employees during 2005 to purchase 705,000 shares of Common Stock
       at an average exercise price of $2.55 per share; the exercise price
       is equal to the fair market value of the Common Stock on the date of
       grant.
(3) Consists of shares available for issuance for directors' fees.


Changes in Control.  None.

Item 13.   Certain Relationships and Related Transactions

   Indemnity Agreements between the Company and individual officers
and directors have been executed to allow those officers and directors
to benefit from New York's indemnification statute.  In accordance with
the provisions of these Indemnity Agreements, the Company has agreed,
subject to limitations, to indemnify and pay the reasonable expenses of
officers and directors adjudicated liable in any civil, criminal or other
action or proceeding, including any derivative action, for the acts or
decisions made by them in good faith while performing services for the
Company. Such indemnification would be made by the Company as specified
in the Indemnity Agreements and any expenses or other amounts paid by
way of indemnification, otherwise than by court order or action of the
stockholders, would be  reported to stockholders as provided by law.
No indemnification by the Company would be made to or on behalf of any
officer or director if a judgment or other final adjudication adverse
to such officer or director established that his acts were committed in
bad faith or were the result of active and deliberate dishonesty and
were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to
which he was not legally entitled.  The Indemnity Agreements also
obligate the Company to advance to officers and directors funds to
pay the reasonable expenses incurred from time to time before any
final determination  of their rights to indemnification, subject
to repayment to the extent required by the indemnification terms.

   The Company's Certificate of Incorporation limits the personal
liability of directors to the Company or its  stockholders for certain
breaches of duty as directors, as permitted by New York law.

   The Company carried Directors' and Officers' Liability Insurance
covering directors and officers for amounts up to $5 million in 2005.

   Until October 2005, the Company retained Pillsbury Winthrop Shaw
Pittman LLP.  John T. Connors, a director, was counsel of that firm
until September 2005.

   The Company has entered into Executive Severance Agreements (the
"Agreements") regarding change in control with Messrs. Kelley, Brix,
Strutt, Keefe, Sullivan and one other officer of the Company
(individually, the "Executive"; collectively, the "Executives").  Under
these Agreements, a "change in control" occurs if (a) the stockholders
of the Company approve (i) any merger or consolidation of the Company
(unless the voting stock of the Company outstanding immediately prior
thereto continues to represent more than 50% of the combined voting
power of the Company or the surviving entity thereafter or at least a
majority of the directors of the Company or the surviving entity after
the merger or consolidation were directors of the Company prior thereto),
(ii) the sale, lease, exchange or other transfer of all or substantially
all of the Company's assets to any other company or (iii) any plan or
proposal for the liquidation or dissolution of the Company, (b) persons
who were directors of the Company on November 1, 1995 (the "Incumbent
Directors") cease for any reason to constitute at least a majority of
the Board of Directors, provided, however, that any person subsequently
becoming a director whose election is approved by a vote of at least a
majority of the then Incumbent Directors will be considered an Incumbent
Director or (c) any person (other than the Company, its subsidiaries or
any employee benefit plan of the Company), together with all affiliates
and associates of such person, becomes the beneficial owner, directly or
indirectly, of 20% or more of the Company's Common Stock.  The Agreements
provide that the Executive's compensation, responsibilities and employee
benefits will not be reduced following a change in control.  The
Agreements also provide that if the Executive's employment with the
Company is terminated under certain circumstances the Executive will
continue to receive certain medical, insurance and other employee benefits
for a period of two years and will receive a lump sum payment equal to,
but limited by the amount deductible for income tax purposes under the
Internal Revenue Code, 200% of the sum of (A) the greater of (i) the
Executive's annual salary as in effect immediately prior to the
termination or (ii) the Executive's salary as in effect immediately
prior to the change in control and (B) the greater of (i) the Executive's
annual bonus for the prior annual period, including performance bonus,
amounts vested under the Company's Restricted Stock Plan and amounts
under any other bonus program of the Company (the "Bonus Amounts") or
(ii) the average Bonus Amounts for the prior two years.   These benefits
will be provided to the Executives, other than Mr. Kelley, in the event
that the Executive's employment is terminated within two years following
a change in control (i) by the Company for any reason other than death,
disability or cause or (ii) by the Executive under certain, limited
circumstances, and to Mr. Kelley if his employment is voluntarily or
involuntarily terminated (other than for death, disability or cause)
within two years following a change in control.  Payments to the Executives
under the Agreements are limited to such amounts to permit all payments to
the Executives to be made by the Company to be deductible in accordance
with Section 280G of the Internal Revenue Code.   The terms of these
Agreements expire on October 16, 2010, unless a change in control has
occurred on or prior to such date, in which case the Agreements will
continue in effect for two years following the change in control.

   In the event of a change in control, the Company's 1990 Stock Option
and Directors' Option Plans provide that all outstanding stock options
will become fully exercisable.  In the event of a change in control
followed by termination of employment, the Company's Restricted Stock
Plan provides that the restrictions on shares of the Company's Common
Stock previously awarded will terminate.

   Information with respect to advances to officers is set forth in
Item 11 herein under the caption Compensation Committee Interlocks
and Insider Participation.

   Except as described above, no director or officer had any material
interest in any material transaction of the Company or any of its
subsidiaries during the period from January 1, 2005 to April 28, 2006
or any such proposed transaction, nor had any of their associates.


Item 14.   Principal Accountant Fees and Services

   The Company's Audit Committee has policies and procedures that
require the pre-approval by the Audit Committee of all fees paid to,
and services provided by, the Company's independent auditing firms.
Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services
provided as noted in the table below were authorized and approved by
the Audit Committee in compliance with the pre-approval policies and
procedures described herein.

   The aggregate fees billed or expected to be billed by the Company's
principal independent auditors for its 2005 services are as follows:


                                                     2005     2004
                                                     ----     ----
Audit Fees - Review of the Company's quarterly
financial statements, audit of the annual
financial statements and related consultation.   $138,600  $99,000

Audit-Related Fees                                   None     None

Tax Fees                                             None     None

Other fees                                           None     None














                               PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a)(1) and (2) and (c)  The response to this portion of Item 15 is submitted
as a separate section beginning on page 32 of this Annual Report on Form 10-K.

(a)(3) and (b)  The response to this portion of Item 15 is submitted as a
separate section beginning on page 33 of this Annual Report on Form 10-K.


                               SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on April 28,
2006.

                                         COGNITRONICS CORPORATION
                                                Registrant
                                           by /s/Garrett Sullivan
                                              -------------------
                                                 Garrett Sullivan
                                                 Treasurer












































Item 15 (a) (1) and (2) and (c)





  (a)  (1)  Financial Statements

The following financial statements of the Company are included in Item 8.
Financial Statements Covered by Reports of Independent Registered Public
Accounting Firms:
                                                                     Page
Report of Independent Registered Public Accounting Firm. . . . . . . .13
Consolidated Balance Sheets, December 31, 2005 and 2004. . . . . . . .14
Consolidated Statements of Operations and Comprehensive Loss
 for each of the three years in the period ended December 31, 2005 . .15
Consolidated Statements of Stockholders' Equity for each of the
 three years in the period ended December 31, 2005. . . . . . . . . . 16

Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 2005. . . . . . . . . . . . . . . . .17
Notes to Consolidated Financial Statements . . . . . . . . . . . . . .18

     (2) and (c) Financial Statement Schedules
Schedules for which provision is made in the applicable accounting regulation
of the Securities and Exchange Commission are not required under the related
instructions, are inapplicable, or the information has been included in the
Company's financial statements and, therefore, have been omitted.


Item 15(a)(3) and (c)
                           INDEX TO EXHIBITS

Exhibit
3.1  Certificate of Incorporation as filed on January 2, 1962 (Exhibit 3-1-A
     to Form S-1 Registration Statement No. 2-27439  and incorporated herein
     by reference).
3.2  Amendment, dated June 28, 1965 (Exhibit 3-1-B to Form S-1 Registration
     Statement No. 2-27439 and incorporated herein by reference).
3.3  Amendment, dated September 29, 1966 (Exhibit 3-1-C to Form S-1
     Registration Statement No. 2-27439 and incorporated herein by reference).
3.4  Amendment, dated October 30, 1967 (Exhibit 3-1-D to Form S-1 Registration
     Statement No. 2-27439 and incorporated herein by reference).
3.5  Amendment, dated July 14, 1981 (Exhibit 3.5 to Annual Report on Form
     10-K for the fiscal year ended December 31, 1983 and incorporated herein
     by reference).
3.6  Amendment, dated August 15, 1984 (Exhibit 3.6 to Annual Report on Form
     10-K for the fiscal year ended December 31, 1984 and incorporated herein
     by reference).
3.7  Amendment dated May 26, 1988 (Exhibit 3.7 to Annual Report on Form 10-K
     for the fiscal year ended December 31, 1988 and incorporated herein by
     reference).
3.8  Amendment dated November 3, 1994 (Exhibit 3.8 to Annual Report on Form
     10-K for the year ended December 31, 1994 and incorporated herein by
     reference).
3.9  Amendment, dated September 1, 1999 (Exhibit 3.9 to Annual Report on Form
     10-K for the fiscal year ended December 31, 2004 and incorporated herein
     by reference).
3.10 Amendment, dated July 25, 2000 (Exhibit 3.1 to Quarterly Report on Form
     10-Q for the period ended June 30, 2000 and incorporated herein by
     reference).
3.11 By-laws of the Company (Exhibit 3.9 to Annual Report on Form 10-K for
     the year ended December 31, 1994 and incorporated herein by reference).
4.   Specimen Certificate for Common Stock (Exhibit 4-1 to Form S-1
     Registration Statement No. 2-27439 and incorporated herein by reference).
10.1 1990 Stock Option Plan, as amended (Exhibit 10.1 to Quarterly Report on
     Form 10-Q for the period ended June 30, 2003 and incorporated herein by
     reference).
10.2 Lease, dated April 30, 1993, between The Danbury Industrial Corporation,
     landlord, and Cognitronics Corporation, tenant (Exhibit 10.3 to Annual
     Report on Form 10-K for the year ended December 31, 1993 and incorporated
     herein by reference).
10.3 Lease amendment, dated as of January 27, 2003, between the Danbury
     Industrial Corporation and Cognitronics Corporation (Exhibit 10.3 to
     Annual Report on Form 10-K for the year ended December 31, 2002 and
     incorporated herein by reference).
10.4 Form of Indemnity Agreement, dated October 27, 1986, between each
     Director (with equivalent form for each Officer) and Cognitronics
     Corporation (Exhibit 10.7 to Annual Report on Form 10-K for the year
     ended December 31, 1986 and incorporated herein by reference).
10.5 Supplemental Pension Plan for Officers, as amended November 2, 1993
     (Exhibit 10.6 to Annual Report on Form 10-K for the year ended December
     31, 1993 and incorporated herein by reference).
10.6 Cognitronics Corporation Restricted Stock Plan (Exhibit 10.2 to Quarterly
     Report on Form 10-Q for the period ended June 30, 2003 and incorporated
     herein by reference).
10.7 Form of Executive Severance Agreement between certain officers and
     Cognitronics Corporation  ( Exhibit 10.8 to Annual Report on Form 10-K
     for the year ended December 31, 1997 and incorporated herein by
     reference).
10.8 Addendum to Executive Severance Agreement between certain officers and
     Cognitronics Corporation (Exhibit 10.8 to Annual Report on Form 10-K for
     the year ended December 31, 1999 and incorporated herein by reference).
10.9 The Directors' Stock Option Plan, as amended (Exhibit 10.3 to Quarterly
     Report on form 10-Q for the period ended June 30, 2003 and incorporated
     herein by reference).
21.  List of subsidiaries of the Company as of December 31, 2005 (Exhibit
     21 to Annual Report on Form 10-K for the year ended December 31, 2005).
23.  Consent of Independent Registered Public Accounting Firm, dated March
     31, 2006 (Exhibit 23 to Annual Report on Form 10-K for the year ended
     December 31, 2005).
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14 as
     Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     (attached as Exhibit 31.1 to this Annual Report on Form 10-K/A).
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14 as
     Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     (attached as Exhibit 31.2 to this Annual Report on Form 10-K/A).
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
     1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
     2002 (attached as Exhibit 32.1 to this Annual Report on Form 10-K/A).
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
     1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
     2002 (attached as Exhibit 32.2 to this Annual Report on Form 10-K/A).