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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 40-F
 o
    
    Registration statement pursuant to Section 12 of the Securities Exchange Act of
1934
  þ
    
    Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
 For Fiscal year ended: December 31, 2005
    
    Commission File number: No. 0-27400
 CINRAM INTERNATIONAL INC.
  Canada
    
    3651
    
    Not Applicable(Province or other jurisdiction of
    
    (Primary standard industrial
    
    (I.R.S. employer identificationincorporation or organization)
    
    classification code number, if
    
    number, if applicable)applicable)
 2255 Markham Road
Scarborough, Ontario,
Canada M1B 2W3
416-298-8190
 CT Corporation System, 111 Eighth Avenue, 13 th Floor, New York, NY 10011
 None
 Common Shares
 None
  þ
    
    Annual Information Form
    
    þ
    
    Audited Annual Financial Statements
  Common Shares 57,303,460
 
 Yes o
    
    No þ
 
 Yes þ
    
    No o




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DISCLOSURE CONTROLS AND PROCEDURES
      AUDIT COMMITTEE FINANCIAL EXPERT




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CODE OF ETHICS
   PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fees(in
millions of Canadian dollars)
    
    2005
    
    2004Audit Fees 1
    
    CDN$2,113,000
    
    
    CDN$1,649,000Audit-Related Fees 2
    
    
    188,000
    
    
    

229,000Tax Fees 3
    
    
    2,495,000
    
    
    
    2,199,000Total
    
    CDN$4,796,000
    
    
    CDN$4,077,000
 
  (1)
    
    Fees for services relating to the annual audit of the consolidated financial statements,
annual audits of subsidiary companies financial statements, limited scope engagements for
each of the first three quarters of each financial year, review of regulatory filings.
 (2)
    
    Audit-related fees for consultations regarding financial reporting and accounting standards.
 (3)
    
    Fees for assistance with the preparation of corporate tax returns, tax planning and advisory
services.
 AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES




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OFF-BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS




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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
 A. Undertaking
  B. Consent to Service of Process




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SIGNATURES
  Date: March 31, 2006
    
    Cinram International Inc.By:
    
    /s/ Lewis RitchieName: Lewis RitchieTitle: Chief Financial Officer




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EXHIBIT INDEX
 Exhibits
    
    Description1
    
    
    Annual Information Form dated as of March 24, 20062
    
    
    Cinram International Inc.s Comparative Audited Consolidated Financial
Statements, including the Notes thereto, as at December 31, 2005 and
2004 and for the two years ended December 31, 2005, together with the
Auditors report thereon3
    
    
    Cinram International Inc.s Managements Discussion and Analysis for
the year ended December 31, 20054
    
    
    Consent of KPMG LLP5
    
    
    Certificate of Isidore Philosophe required by Rule 13a-14(a) or Rule
15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 20026
    
    
    Certificate of Lewis Ritchie required by Rule 13a-14(a) or Rule
15d-14(a), pursuant to Section 302 of Sarbanes-Oxley Act of 20027
    
    
    Certificate of Isidore Philosophe pursuant to 18 U.S.C. Section 1350,
as enacted pursuant to Section 906 of Sarbanes-Oxley Act of 20028
    
    
    Certificate of Lewis Ritchie pursuant to 18 U.S.C. Section 1350, as
enacted pursuant to Section 906 of Sarbanes-Oxley Act of 2002