UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549-1004

                                   FORM 10-K/A
                                (Amendment No. 1)

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                    For the fiscal year ended March 31, 2006

                                       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 No. 0-13084


                               [GRAPHIC OMITTED]

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


                Nevada                                       13-3178732
   -------------------------------                       -------------------
   (State or other jurisdiction of                        (IRS Employer
    incorporation or organization                        Identification No.)


      2200 Highway 121, Suite 100 Bedford, Texas                76021
      -------------------------------------------             ----------
        (Address of Principal Executive Offices)              (Zip Code)


        Registrant's telephone number, including area code (800) 544-9510
                                                           --------------

          Securities registered pursuant to Section 12(b) of the Act:

       Title of Each Class          Name of Each Exchange on Which Registered
  ----------------------------      -----------------------------------------
  Common Stock $.007 par value                          None


           Securities registered pursuant to Section 12(g) of the Act:
                          Common Stock, $.007 par value
           -----------------------------------------------------------
                                (Title of Class)

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 this Form 10-K [ ].

         Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ ]  No [X]

         The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the registrant as of September 30, 2005, based upon
the closing price of the registrant's common stock on September 30, 2005, was
$7,269,495 (For purposes of calculating the preceding amount only, all directors
and executive officers of the registrant are assumed to be affiliates.)

         The number of shares outstanding of the registrant's common stock as of
May 31, 2006 was 13,967,586.

                       Documents Incorporated By Reference
<PAGE>

Explanatory Note:

This Form 10-K/A (Amendment No. 1) for period ended March 31, 2006 on behalf of
Warrantech Corporation is being filed to include Exhibits 21 and 32.1 which were
inadvertently omitted from the Form 10-K filing of July 3, 2006.


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<PAGE>

Item 15.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
           ---------------------------------------------------------------

             (c)  Exhibits

Exhibits not incorporated herein by reference to a prior filing are designated
by an asterisk (*) and are filed herewith; all exhibits not so designated are
incorporated herein by reference as indicated. Management contracts or
compensatory plans, contracts or arrangements with directors and executive
officers of the Company appear in Exhibits 10(p) through 10(bb).

                                    EXHIBITS

Exhibit                            Description
-------                            -----------

3(a)        Certificate of Nevada Incorporation filed February 28, 2005.

3(b)        Amended and Restated By-laws of Warrantech Corporation in the State
            of Nevada. Incorporated by reference to the Company's Annual Report
            on Form 10-K for the fiscal year ended March 31, 2006,
            file no. 0-13084.

3(c)        Amendment to the Bylaws and Article of Incorporation, Incorporated
            by reference to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 30, 2005.

10(a)       Form of Sales Distributor Agreement. Incorporated by reference to
            the Company's Annual Report on Form 10-K for the fiscal year ended
            March 31, 1985, file no. 0-13084.

10(b)       Form of Service Center Agreement. Incorporated by reference to the
            Company's Annual Report on Form 10-K for the fiscal year ended March
            31, 1985, file no. 0-13084.

10(c)       Form of Dealer Agreement. Incorporated by reference to the Company's
            Annual Report on Form 10-K for the fiscal year ended March 31, 1985,
            file no. 0-13084.

10(d)       Form of Sales Agent Agreement. Incorporated by reference to the
            Company's Registration Statement on Form S-1, filed on September 5,
            1986, Registration No. 3-8517.

10(e)       Amendment and supplement number one, dated January 16, 2004 to
            certain Warrantech and Butler agreements. Incorporated by reference
            to Exhibit 10(2) to the Company's Quarterly Report on Form 10-Q for
            the quarter ended December 31, 2004, file no. 0-13084.

10(f)       Warrantech Corp. Guaranty of Payment and Performance by RWC Corp.
            Incorporated by reference to Exhibit 10(3) to the Company's
            Quarterly Report on Form 10-Q for the quarter ended December 31,
            2004, file no. 0-13084.

10(g)       Security Agreement dated as of January 16, 2004, by Reliance
            Warranty Company, in favor of Warrantech Corporation. Incorporated
            by reference to Exhibit 10(4) to the Company's Quarterly Report on
            Form 10-Q for the quarter ended December 31, 2004, file no. 0-13084.

10(h)       Indemnity Agreement by and between Warrantech Corporation (the
            "Indemnitor") and Butler Financial Solutions, LLC, Reliance Warranty
            Company, SPG Financial Corp., the current members and officers of
            Butler, RWC and SPG, Harris Miller, Karen Parker and Paula Graff,
            (collectively and individually, the "Indemnitee(s)"). Incorporated
            by reference to Exhibit 10(5) to the Company's Quarterly Report on
            Form 10-Q for the quarter ended December 31, 2004, file no. 0-13084.

10(i)       General Agency Agreement between American International Group, Inc.
            and Warrantech Automotive, Inc. Incorporated by reference to Exhibit
            10(o) to the Company's Annual Report on Form 10-K for the fiscal
            year ended March 31, 1996, file no. 0-13084.

                                       3
<PAGE>

10(j)       Master Agreement between American International Group, Inc. and
            Warrantech Corporation. Incorporated by reference to Exhibit 10(q)
            to the Company's Annual Report on Form 10-K for the fiscal year
            ended March 31, 1996, file no. 0-13084.

10(k)       Stock Option Agreement dated June 4, 2002, by and between Warrantech
            Corporation and Staples, Inc. Incorporated by reference to Exhibit
            10(a) to the Company's Quarterly Report on Form 10-Q for the quarter
            ended June 30, 2002, file no. 0-13084.

10(l)       Warrantech Corporation 1998 Employee Incentive Stock Option Plan, as
            amended and restated, effective September 25, 2001. Incorporated by
            reference to Exhibit 10(a) to the Company's Quarterly Report on Form
            10-Q for the quarter ended September 30, 2001, file no. 0-13084.

10(m)       Amendment No. 2 dated October 8, 2002, to the Warrantech Corporation
            1998 Employee Incentive Stock Option Plan, as amended and restated,
            effective September 25, 2001. Incorporated by reference to Exhibit
            4(a) to the Company's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2002, file no. 0-13084.

10(n)       Amendment No. 3, dated September 8, 2003, to the Warrantech
            Corporation 1998 Employee Incentive Stock Option Plan, as amended
            and restated, effective June 12, 2003. Incorporated by reference to
            Exhibit 4(a) to the Company's Quarterly Report on Form 10-Q for the
            quarter ended September 30, 2003, file no. 0-13084.

10(o)       Amendment No. 3, dated October 7, 2003, to the Warrantech 401K plan.
            Incorporated by reference to Exhibit 4(b) to the Company's Quarterly
            Report on Form 10-Q for the quarter ended September 30, 2003, file
            no. 0-13084.

10(p)       Employment Agreement dated April 1, 2003 between Warrantech
            Corporation and Joel San Antonio. Incorporated by reference to
            Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the
            quarter ended September 30, 2003, file no. 0-13084.

10(q)       Employment Agreement dated April 1, 2004, between Warrantech
            Corporation and Richard F. Gavino. Incorporated by reference to
            Exhibit 10(x) to the Company's Annual Report on Form 10-K for the
            year ended March 31, 2004, file no. 0-13084.

10(r)       Schedule 10(u) identifying contracts that are substantially similar
            to Exhibit 10(t), the Employment Agreement between Warrantech
            Corporation and James F. Morganteen, in all material respects except
            as to the parties thereto, the dates of execution, or other details,
            incorporated by reference to Exhibit 10(h) to the Company's
            Quarterly Report on Form 10-Q for the quarter ended September 30,
            2002, file no. 0-13084.

10(s)       Employment Agreement dated March 15, 2004, between Warrantech
            Corporation and Evan Rothman. Incorporated by reference to Exhibit
            10(aa) to the Company's Annual Report on Form 10-K for the year
            ended March 31, 2004, file no. 0-13084.

10(t)       Employment Agreement dated June 1, 2004, between Warrantech
            Corporation and Stephen R. Williams. Incorporated by reference to
            Exhibit 10(bb) to the Company's Annual Report on Form 10-K for the
            year ended March 31, 2004, file no. 0-13084.

10(u)       Amendment #1, dated April 1, 2004 to the Employment Agreement dated
            April 1, 2000 between Warrantech Corporation and Richard Rodriguez.

                                       4
<PAGE>

10(v)       Employment Agreement dated July 9, 2003, between Warrantech
            Corporation and Christopher L. Ford. Incorporated by reference to
            Exhibit 10(a) to the Company's Quarterly Report on Form 10-Q for the
            quarter ended September 30, 2003, file no. 0-13084.

10(w)       Employment Agreement dated April 1, 2003 between Warrantech
            Corporation and Randall San Antonio. Incorporated by reference to
            Exhibit 10(w) to the Company's Annual Report on Form 10-K for the
            year ended March 31, 2003, file no. 0-13084.

10(x)       Employment Agreement dated December 1, 2004, between Warrantech
            Corporation and Laurence Tutt. Incorporated by reference to Exhibit
            10(1) to the Company's Quarterly Report on Form 10-Q for the quarter
            ended December 31, 2004, file no. 0-13084.

10(y)       Amendment #1, dated October 1, 2004 to the Employment Agreement
            dated April 1, 2002 between Warrantech Corporation and Jeanine Folz.

10(z)       Promissory Note, as amended July 24, 2002,between Warrantech
            Corporation and William Tweed, incorporated by reference to Exhibit
            10(a) to the Company's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2002, file no. 0-13084.

10(aa)      Promissory Note, as amended, July 24, 2002, between Warrantech
            Corporation and Joel San Antonio, incorporated by reference to
            Exhibit 10(b) to the Company's Quarterly Report on Form 10-Q for the
            quarter ended September 30, 2002, file no. 0-13084.

10(bb)      Promissory Note, as amended July 24, 2002, between Warrantech
            Corporation and Jeff J. White. Incorporated by reference to Exhibit
            10(c) to the Company's Quarterly Report on Form 10-Q for the quarter
            ended September 30, 2002, file no. 0-13084.

10(cc)      Code of Business Conduct and Ethics. Incorporated by reference to
            Exhibit 10(ii) to the Company's Annual Report on Form 10-K for the
            year ended March 31, 2004, file no. 0-13084.

10(dd)      Agreement dated May 2006, between Warrantech Corporation and William
            Tweed to exchange shares of Company Common Stock for the interest
            due on the Note from Mr. Tweed. Incorporated by reference to the
            Company's Annual Report on Form 10-K for the fiscal year ended March
            31, 2006, file no. 0-13084.

10(ee)      Filed as exhibit to 8-K filed March 14, 2006.

*21         Subsidiaries of the Company.

31.1        Certification by the Chief Executive Officer pursuant to
            Rule13a-14(a) of the Securities Exchange Act of 1934, as amended.
            Incorporated by reference to the Company's Annual Report on Form
            10-K for the fiscal year ended March 31, 2006, file no. 0-13084.

31.2        Certification by the Chief Financial Officer pursuant to
            Rule13a-14(a) of the Securities Exchange Act of 1934, as amended.
            Incorporated by reference to the Company's Annual Report on Form
            10-K for the fiscal year ended March 31, 2006, file no. 0-13084.

*32.1       Statement by the Chief Executive Officer and the Chief Financial
            Officer furnished pursuant to Rule 13a-14(b) of the Securities
            Exchange Act of 1934, as amended.

                                       5
<PAGE>

                                   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 thereto duly authorized.

                                       WARRANTECH CORPORATION


Dated:   July 5, 2006                  By: /s/ JOEL SAN ANTONIO
                                           -------------------------------------
                                           Joel San Antonio,
                                           Chairman of the Board and
                                           Chief Executive Officer


Dated:   July 5, 2006                  By: /s/ RICHARD F. GAVINO
                                           -------------------------------------
                                           Richard F. Gavino,
                                           Executive Vice President and
                                           Chief Financial Officer


                                       6
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on July 5, 2006.


/s/ JOEL SAN ANTONIO        Chairman, Chief Executive Officer and Director
--------------------------  (Principal Executive Officer)
Joel San Antonio


/s/ RICHARD F. GAVINO       Executive Vice President and Chief Financial Officer
--------------------------  (Principal Accounting and Financial Officer)
Richard F. Gavino


/s/ ROBERT M. COHEN                 Director
--------------------------
Robert M. Cohen


/s/ CHARLES G. STIENE, ESQ.         Director
--------------------------
Charles G. Stiene, Esq


/s/ DONALD SENDEROWITZ              Director
--------------------------
Donald Senderowitz


/s/ RICHARD RODRIGUEZ               Director
--------------------------
Richard Rodriguez

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