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  **U. S. SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549****FORM 10-KSB/A**(Mark One)   þ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934******FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005****   o **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934*****COMMISSION FILE NUMBER 0-17756*****CONSULIER ENGINEERING, INC.**(Name of small business issuer in its charter)   Florida 59-2556878   (State or other jurisdiction of (I.R.S Employer Identification No.)incorporation or organization)     2391 Old Dixie Highway  Riviera Beach, FL 33404-5456   (Address of principal executive offices) (Zip Code)(561) 842-2492 (Issuer’s Telephone Number)Securities registered under Section 12(b) of the Exchange Act:   Title of each class Name of each exchange on which registered   None NoneSecurities registered under Section 12(b) of the Exchange Act:   Title of each class Name of each exchange on which registered   None NoneSecurities registered under Section 12(g) of the Exchange Act:**Common Stock and Redeemable Warrants**(Title of Class)Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes þ No oCheck if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B isnot contained in this form, and no disclosure will be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III ofthis Form 10-KSB or any amendment to this Form 10-KSB. þIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act.) Yes o No þIndicate by check mark whether the registrant is an accelerated filer (as defined in Exchange ActRule 12b-2).Yes o No þThe Issuer’s revenues for the fiscal year ended December 31, 2005 totaled $956,392.As of March 24, 2006, there were 5,243,105 outstanding shares of common stock, par value $0.01 pershare. The aggregate market value of the voting stock of the registrant held by non-affiliates ofthe registrant on March 24, 2006 based on the average bid and asked price on such date was $4.80.**EXPLANATORY NOTE**This Amendment No. 1 to our Annual Report on Form 10-KSB for the fiscal year ended December 31,2005 filed with the Commission on April 17, 2006 is being filed solely to add additionaldisclosures on the cover page. These amendments speak as of the original filing date of the Form10KSB for the fiscal year ended December 31, 2005. No other changes have been made to the annualReport on Form 10-KSB.  

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**CONSULIER ENGINEERING, INC.****2005 FORM 10-KSB ANNUAL REPORT****TABLE OF CONTENTS**           **PAGE**  **PART I**           Item 1. Description of Business  3        Item 2. Description of Property  5        Item 3. Legal Proceedings  5        Item 4. Submission of Matters to a Vote of Security Holders  6          **PART II**           Item 5. Market for Common Equity and Related Stockholder Matters  7        Item 6. Management’s Discussion and Analysis or Plan of Operation  7        Item 7. Financial Statements  12        Item 8. Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure  12        Item 8a. Controls and Procedures  13          **PART III**           Item 9. Directors, Executive Officers, Promoters and Control Persons; ComplianceWith Section 16(a) of the Exchange Act  14        Item 10. Executive Compensation  16        Item 11. Security Ownership of Certain Beneficial Owners and Management  17        Item 12. Certain Relationships and Related Transactions  17        Item 13. Exhibits and Reports on Form 8-K  18        Item 14. Principal Accountant Fees and Services  18  Section 302 CEO Certification Section 302 CFO Certification Section 906 CEO Certification Section 906 CFO Certification
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**PART I****ITEM 1. DESCRIPTION OF BUSINESS****GENERAL DEVELOPMENT OF BUSINESS**In June 1985, Consulier Engineering, Inc. (“Consulier” or the “Company”) was incorporated inFlorida. Its principal businesses are the development of household and tool products, corporateactivities and ownership in limited liability companies, which includes the consolidation ofSystem Technologies, LLC (see below). The company has ownership interests in limited liabilitycompanies in developing environmental pesticide alternatives (BioSafe Systems, LLC) and indeveloping data based integrated emergency room information systems (Systems Technologies, LLC).Consulier’s corporate office is located in Riviera Beach, Florida.**DESCRIPTION OF BUSINESS SEGMENTS****(1) OWNERSHIP IN LIMITED LIABILITY COMPANIES SEGMENT****AVM, L.P.**Consulier owns a 7.5% equity interest in AVM, L.P. (“AVM”), a broker/dealer in U.S. Governmentsecurities formed in October 1983 as an Illinois limited partnership and located in West PalmBeach, Florida. AVM is registered with the Commodity Futures Trading Commission as an IntroducingBroker (IB) and conducts its IB business with other broker/dealers on a fully disclosed basis. AVMis also registered as a broker/dealer with the Securities and Exchange Commission, and is a memberof the National Association of Securities Dealers, Inc. The firm is generally engaged in thebrokerage of U.S. Government securities, other fixed income instruments, and arbitragetransactions. Warren B. Mosler (“Mosler”), Consulier’s Chairman and majority shareholder is one ofthe founders of AVM and is a member of the general partner of AVM.As of December 31, 2005 and 2004, Consulier’s limited partnership interest representedapproximately 7.5% of AVM’s total partnership capital. Allocation of the partnership’s income toits partners varies based on amounts of appreciation of the partnership’s assets and operatingprofits of the partnership. Based on earnings distributions provided in the partnership agreement,Consulier was allocated approximately 5.7% of AVM’s earnings in 2005 and approximately 8.0% in2004, amounting to $1,889,476 and $2,327,869 for 2005 and 2004, respectively.Under the partnership agreement, Consulier may withdraw all or any portion of its capital upon 30days written notice. AVM’s general partner may also expel Consulier from the partnership, on 30days written notice, through return of the balance of Consulier’s capital.**BIOSAFE SYSTEMS, LLC**Consulier owns a 40% equity interest in BioSafe Systems, LLC. (“BioSafe”), a Connecticut limitedliability corporation. BioSafe develops and markets environmentally safe products, alternatives totraditionally toxic pesticides. Consulier is entitled to representation on BioSafe’s Board ofManagers. BioSafe had revenues of $6,317,456 and $6,388,772 for fiscal 2005 and 2004,respectively. Steady and consistent progress has been made with respect to establishing analgaecide/fungicide product into the commercial greenhouse/nursery market. Sales in the4th Quarter dropped 36.1% from 4th Quarter of 2004, as the company’scustomers were affected by the 3rd worst year for U.S. extreme weather events inhistory.
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**ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)****SYSTEMS TECHNOLOGIES, LLC**During August 2002 the Company purchased a 14.25% interest in Systems Technologies, LLC (“ST,LLC”), a Nevada limited liability company. During the year ended December 31, 2005, the Companymade additional contributions of $3,367,000 to increase its investment in ST, LLC. As of December31, 2005, the Company’s interest in ST, LLC totaled 57.8%. ST, LLC is a member of Patient CareTechnology Systems, LLC, a California limited liability company (“PCTS”). At December 31, 2005, ST,LLC’s primary asset was its 75% investment in PCTS. The ST, LLC agreement stipulates that theCompany receives allocated losses to the extent that the Company has made capital contributionsduring the current year or since inception. Consequently, the loss allocated to the Company isgreater than 58%. The Company’s majority shareholder owns approximately 23.6 %, and together withthe Company’s 57.8%, the ownership aggregates 81.4%. The Company can require the Company’smajority shareholder to purchase its interest in ST, LLC for cash equal to the Company’s totalcapital contributions in ST, LLC at any time with 60 days written notice. Management has evaluatedST, LLC’s (primarily PCTS’) projections and related assumptions regarding their operations. Inthis regard, management periodically compares actual results to these projections. Should actualresults be significantly less than the projection, a write down might be considered necessary.PCTS markets the AmeliorTM patient care systems which are data based integrated emergency roominformation systems. During 2005, PCTS focused on acquiring new products and marketing and sellingits AmeliorTM systems, greatly expanded and upgraded their sales force and by year end had fullyoperational installations in 63 facilities which can serve approximately 1,665,000 patientsannually.Financial Accounting Standards Board (“FASB”) interpretation No. 46, *“Consolidation of VariableInterest Entities, an Interpretation of Accounting Research Bulletin No. 51*(“FIN 46(R)”) requiresa variable interest entity (“VIE”) to be consolidated if a party with an ownership, contractual orother financial interest in the VIE is obligated to absorb a majority of the risk of loss from theVIE’s activities, is entitled to receive a majority of the VIE’s residual returns (if no partyabsorbs a majority of the VIE’s losses), or both. A variable interest holder that consolidates theVIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally mustinitially record all of the VIE’s assets, liabilities and noncontrolling interests at fair valueand subsequently account for the VIE as if it were consolidated based on majority voting interest.The Company owns a 57.86% equity interest in ST, LLC, however, as stipulated in the amendedoperating agreement, losses are allocated first to the Company subject to its contributions frominception. Consequently, the loss allocated to the Company was greater than 57.8%. We beganconsolidating the balance sheet of ST, LLC in accordance with FIN 46(R), as of December 31, 2004.During the year ended December 31, 2004, the Company recorded the investment under the equitymethod. Effective April 1, 2005, the Company owned in excess of 50% of ST, LLC, thus alsorequiring consolidation. A cumulative effect adjustment was not recorded upon initial consolidationbecause the Company had previously recognized its allocated share of losses and our investment hadbeen written down to zero at December 31, 2004. ST, LLC’s surplus in stockholders’ equity at theDecember 31, 2004 (adoption date), is reflected as a minority interest liability in theconsolidated balance sheet.
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**(2) CORPORATE SEGMENT****GENERAL**Consulier’s Corporate Segment includes management and finance activities as well as consulting,engineering, new product development and business management. Since C-6 Products, Inc. was mergedinto the Company during the 3rd Quarter of 2004, the Company’s only wholly ownedsubsidiary is Consulier International, Inc.**ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)****(3) HEALTHCARE INFORMATION AND TRACKING SYSTEM**PCTS markets the AmeliorTM patient care systems which are data based integrated emergency roominformation systems. During the last Quarter of 2004, PCTS purchased Healthcare IT for $1,240,000.Healthcare IT, Inc. is a provider of automatic tracking technology for emergency departments andOperating Rooms. The system tracks the real time status and location of patients and assetsthrough wireless technology. During the third Quarter of 2005, PCTS purchased the Paper Templateproduct line and technology from nuMedica, Inc. for $592,223. Paper Templates can be used byhospital emergency departments that are not ready to convert to a data based computerizedintegrated information system. During the fourth Quarter of 2005, PCTS purchased emergency medicaldepartment tracking software from nuMedica, Inc. for $150,000 to be integrated with the activetracking technology acquired from Healthcare IT. PCTS offers advanced clinical information systemsto hospitals emergency department to which it will cross market the automatic tracking technologyof Healthcare IT, and the Paper Template technology and emergency medical department patienttracking software acquired from nuMedica, Inc.**ITEM 2. DESCRIPTION OF PROPERTY**Consulier’s headquarters are located in Riviera Beach, Florida, occupying approximately 500 squarefeet of office space in a building owned by Warren Mosler, the Company’s majority shareholder.Consulier owns a 47,000 square foot industrial warehouse in Medley, Florida, which is leased toSoutheast Automotive Acquisition Company, a former subsidiary, for a five (5) year term whichcommenced on July 1, 2002 with an initial base rent of $10,000 per month; the lease containsprovisions for annual CPI rental increases and two (2) options to renew for additional terms offive (5) years each.**ITEM 3. LEGAL PROCEEDINGS**The Company, from time to time, is involved in routine litigation arising in the ordinary course ofbusiness. While the outcome of litigation can never be predicted with certainty, the Company doesnot believe that any existing litigation, individually or in aggregate, will have a materialadverse effect upon the Company.As of December 31, 2005, there were no legal proceedings pending against the Company or itssubsidiaries nor did the Company have any knowledge of any proceedings which were beingcontemplated except a personal injury claim concerning a fall from a lifeguard stand manufacturedby the Company (prior to 2000 in a previous line of business), which was filed on May 16, 2003.Although the outcome of any litigation cannot be guaranteed with certainty and the Companymaintains insurance coverage for this type of claim, there is a good likelihood that the Companywill succeed in its defense of this claim.
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**ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**The election of five directors and the approval of independent auditors were submitted to a vote ofshareholders by written agreement of holders of 4,390,826 shares of common stock in lieu of anannual meeting effective December 7, 2005. 88.4% elected the Directors and ratified the GoldsteinLewin & Co. appointment. No proxies or ballots were solicited from the remainder of theshareholders. Additionally, on December 30, 2005, an annual informational meeting of stockholderswas held to fully comply with all securities laws, rules and regulations applicable to suchmeeting, including, without limitation, the Securities Act of 1933, as Amended (“Securities Act”),the Securities Exchange Act of 1934, as Amended (the “Exchange Act”), and the rules and regulationspromulgated under the Securities Act by the Securities and Exchange Commission.
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**PART II****ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS****MARKET PRICE AND DIVIDENDS**The following table sets forth, for the periods indicated, the high and low bid prices forConsulier’s common stock, as reported by NASDAQ.         **Year Ended December 31, 2004** **High**  **Low** First quarter $5.25  $2.50 Second quarter  4.00   2.75 Third quarter  3.40   2.25 Fourth quarter  5.50   2.75          **Year Ended December 31, 2005** **High**  **Low** First quarter $3.95  $3.00 Second quarter  15.00   3.00 Third quarter  9.94   3.07 Fourth quarter  8.20   4.50 As of March 21, 2006, there were approximately 340 record holders of Consulier’s common stock. Todate, Consulier has not paid any dividends on its common stock. Because of the financialrequirements of the Company, the Board of Directors has no current intention to commence payingdividends. Future dividend policy will depend upon Consulier’s profitability, capital requirementsand other factors.**NASDAQ LISTING**Consulier’s common stock (Symbol: CSLR) is listed on the NASDAQ SmallCap Market and has been tradedthereon since Consulier’s initial public offering in May 1989.**ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION****FORWARD LOOKING STATEMENTS**Statements made in this Management’s Discussion and Analysis and elsewhere in this Annual Reportthat state Consulier’s or management’s intentions, hopes, beliefs, expectations or predictions ofthe future contain forward looking statements. Such forward looking statements include, withoutlimitation, statements regarding Consulier’s planned capital expenditure requirements, cash andworking capital requirements, Consulier’s expectations regarding the adequacy of current financingarrangements, product demand and market growth, other statements regarding future plans andstrategies, anticipated events or trends, and similar expressions concerning matters that are nothistorical facts. It should be noted that Consulier’s actual results could differ materially fromthose contained in such forward looking statements mentioned above due to adverse changes in anynumber of factors that affect Consulier’s business including, without limitation, risks associatedwith investing in BioSafe, AVM and ST, LLC, and the marketing of Cra-Z Soap products, manufacturingand supply risks, risks concerning the protection of Consulier’s patents, reliance upondistributors, regulatory risks, risks of expansion, product liability and other risks describedherein.
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**ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)****CRITICAL ACCOUNTING POLICIES**Management believes the following critical accounting policies affect the significantjudgments and estimates used in the preparation of the consolidated financial statements:The Company’s consolidated balance sheet includes the assets and liabilities of ST, LLC, as ofDecember 31, 2004, which was consolidated as a variable interest entity through April 1, 2005. TheCompany began consolidating ST, LLC under traditional consolidation rules subsequent to April 1,2005 because it had acquired more than a 50% ownership interest. The consolidated statement ofoperations reflects the operations of ST, LLC for the year ended December 31, 2005 and reflects theallocated loss from ST, LLC for 2004. The financial activity is consolidated at December 31, 2005and for the year ended December 31, 2005.Software development costs are accounted for in accordance with Statement of Financial AccountingStandards (“SFAS”) No. 86, *Accounting for the Costs of Software to be Sold, Leased, or OtherwiseMarketed.*Costs associated with the planning and designing phase of software development, includingcoding and testing activities necessary to establish technological feasibility are classified asproduct research and development and are expensed as incurred. Once technological feasibility hasbeen determined, a portion of the costs incurred in development, including coding, testing, andproduct quality assurance, are capitalized and subsequently reported at the lower of unamortizedcost or net realizable value.Financial Reporting Release No. 60, as released by the U.S. Securities and Exchange Commission,encourages all companies to include a discussion of critical accounting policies or methods used inthe preparation of consolidated financial statements. Note 1 to the Company’s consolidatedfinancial statements includes a summary of the significant accounting policies and methods used inthe preparation of Consulier’s consolidated financial statements.**PARTNERSHIP AND LIMITED LIABILITY COMPANY INVESTMENTS**The Company’s Partnership and Limited Liability Company investments, both of which are less than50%interests, are accounted for using the equity method. Income or loss is allocated bythe investee to Consulier based on the partnership and LLC agreements.**REVENUE RECOGNITION**Sales are recorded upon shipment of goods to customers for the Company’s household and toolproducts.Shipping and handling costs billed to customers are included in sales and recorded when goods areshipped to customers. Shipping costs of the Company are classified as a selling expense.The Company derives revenue from the following sources: (1) licensing and sale of data basedintegrated emergency room information systems and passive tracking technologies, which includes newsoftware license and software license updates and product support revenues and (2) services, whichinclude consulting, advanced product services and education revenues.New software license revenues represent all fees earned from granting customers licenses to use theCompany’s database and tracking technology as well as applications software, and exclude revenuederived from software license updates, which are included in software license updates and product
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**ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)****REVENUE RECOGNITION (CONTINUED)**support. While the basis for software license revenue recognition is substantially governed by theprovisions of Statement of Position (“SOP”) No. 97-2, Software Revenue Recognition, issued by theAmerican Institute of Certified Public Accountants, the Company exercises judgment and useestimates in connection with the determination of the amount of software and services revenues tobe recognized in each accounting period.For software license arrangements that do not require significant modification or customization ofthe underlying software, the Company recognizes new software license revenue when: (1) the Companyenters into a legally binding arrangement with a customer for the license of software; (2) theCompany delivers the products; (3) customer payment is deemed fixed or determinable and free ofcontingencies or significant uncertainties; and (4) collection is probable. Substantially all newsoftware license revenue is recognized in this manner. The vast majority of software licensearrangements include software license updates and product support, which are recognized ratablyover the term of the arrangement, typically one year. Software license updates provide customerswith rights to unspecified software product upgrades, maintenance releases and patches releasedduring the term of the support period. Product support includes internet access to technicalcontent, as well as internet and telephone access to technical support personnel. Software licenseupdates and product support are generally priced as a percentage of the net new software licensefees.Many of the Company’s software arrangements include consulting implementation services soldseparately under consulting engagement contracts. Consulting revenue from these arrangements aregenerally accounted for separately from new software license revenue because the arrangementsqualify as service transactions as defined in SOP No. 97-2. The more significant factorsconsidered in determining whether the revenue should be accounted for separately include the natureof services (i.e. consideration of whether the services are essential to the functionality of thelicensed product), degree of risk, availability of services from other vendors, timing of paymentsand impact of milestones or acceptance criteria on the realizability of the software license fee.Revenue for consulting services are generally recognized as the services are performed. If thereis a significant uncertainty about the project completion or receipt of payment for the consultingservices, revenue is deferred until the uncertainty is sufficiently resolved. Contracts with fixedor “not to exceed” fees are recognized on a proportional performance basis.If an arrangement does not qualify for separate accounting of the software license and consultingtransactions, then new software license revenue is generally recognized together with theconsulting services based on contract accounting using either the percentage-of-completion orcompleted-contract method. Contract accounting is applied to any arrangements: (1) that includemilestones or customer specific acceptance criteria that may affect collection of the softwarelicense fees; (2) where services include significant modification or customization of the software;(3) where significant consulting services are provided for in the software license contract withoutadditional charge or are substantially discounted; or (4) where the software license payment istied to the performance of consulting services.Advanced product services revenue is recognized over the term of the service contract, which isgenerally one year. Education revenue is recognized as the classes or other education offeringsare delivered.For arrangements with multiple elements, the Company allocates revenue to each element of atransaction based upon its fair value as determined by “vendor specific objective evidence”.Vendor specific objective evidence of fair value for all elements of an arrangement is based uponthe normal pricing and discounting practices for those products and services when sold separatelyand for software license updates and product support services, as measured by the renewal rateoffered to the customer.
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**ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)****REVENUE RECOGNITION (CONTINUED)**The Company defers revenue for any undelivered elements, and recognizes revenue when the product isdelivered or over the period in which the service is performed, in accordance with the revenuerecognition policy for such element. If the Company cannot objectively determine the fair value ofany undelivered element included in bundled software and service arrangements, the Company defersrevenue until all elements are delivered and services have been performed, or until fair value canobjectively be determined for any remaining undelivered elements. When the fair value of adelivered element has not been established, the residual method is used to record revenue if thefair value of all undelivered elements is determinable. Under the residual method, the fair valueof the undelivered elements is deferred and the remaining portion of the arrangement fee isallocated to the delivered elements and is recognized as revenue.**USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS**The preparation of financial statements in conformity with accounting principles generally acceptedin the United States of America requires management to make estimates and assumptions that affectthe reported amounts of assets and liabilities, and disclosure of contingent assets and liabilitiesat the date of the financial statements and the reported amounts of revenues and expenses duringthe reporting period. Actual results could differ from those estimates.**RESULTS OF OPERATIONS**CONSOLIDATED OPERATING RESULTS FROM CONTINUING OPERATIONS – During the twelve months ended December31, 2005, sales increased $907,766 to $956,392 over the prior twelve months. Total operating costsand expenses increased by $8,207,450 as a result of the consolidation of ST, LLC.Other income, consisting primarily of investment income, less net undistributed loss of equityinvestees reflects a total other income of $2,033,410 in 2005, compared to total loss from otherincome of $3,326,815 during 2004. The primary reason for the increase in other income was due tothe consolidation of ST, LLC in 2005 as opposed to the equity method of accounting for the loss$6,029,544 in 2004.INVESTMENT IN AVM — Investment income from Consulier’s AVM limited partnership interest was$1,889,476 in 2005, an 18.8% decrease from 2004 income of $2,327,869. This represents annualizedreturns of 102% and 126% on Consulier’s average investment during the years ended December 31, 2005and 2004, respectively.INVESTMENT IN BIOSAFE — Equity in income of BioSafe was $236,604 in 2005, a 17.5% decrease over2004 income of $286,953. This represents the Company’s 40% interest in BioSafe’s net income ofapproximately $591,000 in 2005, compared to approximately $717,000 in 2004. The Company receiveddistributions from BioSafe of $125,104.
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**ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)****OUTLOOK FOR 2006**Based on AVM’s recent operations and operating results over the past five years, management expectscontinued annualized returns in 2006 on Consulier’s limited partnership investment. However, thereis no guarantee that the returns of 102% and 126% in 2005 and 2004, respectively, will bemaintained.Consulier International, Inc. has been developing new retail and distribution outlets locally,nationally and internationally. There are several trade shows scheduled for marketing the Cra-ZHand and All Purpose Cleaner throughout 2006 and the internet web site continues to be a good leadgenerator with applications for distribution being received through the site from countries allover the world and new marketing materials are being developed.BioSafe Systems, LLC ended 2005 at only 1.1% below 2004 sales in spite of 2005 being the thirdworst year for U.S. extreme weather events in US history. The agricultural segment actuallyfinished the year ahead of 2004 net income by 2.1%. The company continues to emphasize tightcontrols over raw materials and supply costs, and were able to slightly grow gross margins in 2005.A “per pallet” fuel surcharge was initiated in the final quarter to offset the impact of oilprices on freight rates.The Company intends to substantially increase its investment in ST, LLC over the next three to fiveyears. While the exact amount of the Company’s future investment has not been quantified at thistime, it is expected that the investment will be between $5 million and $7 million. The exactamount will be based upon market acceptance of PCTS’s Amelior products and the need for investmentfunds. PCTS currently has contracts for 10 additional installations which are scheduled to be inplace during the 2nd, 3rd, and 4th quarters of 2006. The newinstallations which should serve approximately 340,000 patients would bring the estimated number ofpatients to approximately 2,000,000 annually. During 2006 PCTS plans to expand its product scope toincorporate solutions for departments in addition to Emergency Room, such as Operating Room, ICUand Labor & Delivery. PCTS plans to concentrate on selling and marketing their newly acquiredActive Tracking solutions, emergency medical department patient tracking technology and PaperTemplates, and further developing their product offerings by developing strategic partnerships withvendors that offer unique technologies and augment their core emergency department informationsystem.**LIQUIDITY AND CAPITAL RESOURCES**At December 31, 2005, Consulier’s cash totaled $274,820 as compared to $117,124 at December 31,2004, an increase of $157,696. Net cash used by operations was $7,724,867 in 2005, compared to netcash provided by operations of $483,788 in 2004. Net cash used by operations is a result of theconsolidation of ST, LLC as opposed to reporting on the equity method.Net cash provided by investing activities was $680,081 in 2005, compared to net cash used ininvesting activities of $1,282,666 in 2004. The increase is primarily due to the consolidation ofST, LLC as opposed to reporting the contributions to ST, LLC on the equity method in 2004.Net cash provided by financing activities was $7,202,482 in 2005, compared to net cash used infinancing activities of $86,611 in 2004. The increase was primarily due to the consolidation ofST, LLC as opposed to reporting the contributions to ST, LLC on the equity method in 2004 andadditional loans from the Company’s majority shareholder.
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**ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)****LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)**The ability of Consulier to continue to generate cash flow in excess of its operating requirementsdepends in the short-term almost entirely on the performance of its limited partnership investmentin AVM. Consulier cannot, with any degree of assurance, predict whether there will be acontinuation of the net return experienced in the period the AVM limited partnership interest hasbeen owned. However, Consulier does not expect that the rate of return will decline to the pointwhere Consulier has negative cash flow. Furthermore, although AVM has given Consulier noindication of any intention on its part to redeem the partnership interest, there can be noassurance that AVM will not do so in the future. Consulier is planning to continue to invest inST, LLC and estimates an additional investment of $5 million to $7 million, at which time the goalis for ST, LLC to be at the break-even point for its operations.The Company does not trade derivative instruments. The Company is invested in AVM, which entersvarious transactions involving derivatives and other off-balance sheet financial instruments.These derivatives and off-balance sheet instruments are subject to varying degrees of market andcredit risk.**IMPACT OF INFLATION AND CHANGING PRICES**Management does not consider the impact of inflation on Consulier’s operations to be material. Theoperating segments of its businesses had inventories of $64,581 as of December 31, 2005.Considering the dollar value of inventory and the gross profit margins generated by sales, moderaterates of inflation should have little, if any, effect on the business. Product developmentexpenditures will be significantly reduced, but such expenditures should not be significantlyaffected by inflation.**ITEM 7. FINANCIAL STATEMENTS**See table of contents to Financial Statements on page F-1.**ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE****CHANGES IN CERTIFYING ACCOUNTANTS**None.
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**ITEM 8a. CONTROLS AND PROCEDURES**As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the periodcovered by the annual report, being December 31, 2005, we have carried out an evaluation of theeffectiveness of the design and operation of our Company’s disclosure controls and procedures.This evaluation was carried out under the supervision and with the participation of our Company’smanagement including our Company’s President along with our company’s Chief Financial Officer.Based upon that evaluation, our Company’s President along with our Company’s Chief FinancialOfficer concluded that our Company’s disclosure controls and procedures are effective. Based uponthat evaluation, no change in our Company’s internal controls over financial reporting has occurredduring the quarter then ended, which has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.Disclosure controls and procedures and other procedures that are designed to ensure thatinformation required to be disclosed in our reports filed or submitted under the SecuritiesExchange Act of 1934 is recorded, processed, summarized and reported, within the time periodspecified in the Securities and Exchange Commission’s rules and forms. Disclosure controls andprocedures include, without limitation, controls and procedures designed to ensure the informationrequired to be disclosed in our reports filed under the Securities Exchange Act of 1934 isaccumulated and communicated to management including our President and Chief Financial Officer asappropriate, to allow timely decisions regarding required disclosure.
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**PART III****ITEM 9.** **DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION16(a) OF THE EXCHANGE ACT****DIRECTORS**           **Director**         **Positions and Offices Held and Principal Occupation or Other****Name** **Age** **Since** **Employment during the Past Five Years**Warren B. Mosler  56   1985  Chairman of the Board, 1985 to present. President andChief Executive Officer, June 1985 to May 1994. InFebruary 1999, Mr. Mosler reassumed the positions ofPresident and Chief Executive Officer. Principal in AVM,L.P., a broker/dealer engaged in arbitrage and governmentsecurities trading, 1983 to present.           Alan R. Simon, Esq.  55   1985  General Counsel, Treasurer and Secretary sinceNovember 2001. 1982 to present, private practice of law inPalm Beach Gardens, Florida. President of ConsulierInternational, Inc.           Burck E. Grosse  76   1992  1991 to present, President, BG Consulting Group, Inc.July 1987 to 1991, Senior Vice President, Lear Group, Inc.,general contracting firm. 1948 to 1987, General MotorsCorporation. Last position General Director, TechnicalService; responsible for coordination of all technicalservice functions for GM car and truck division.           Jean-Pierre Arnaud  58   2005  Mr. Arnaud worked for Eastman Kodak Company in the USAand UK in various areas involving health imaging, includingmanufacturing, sales, marketing, and management. In 1991Mr. Arnaud performed financial auditing services for Fotcor(Brazil). During 1991, he received his M.A. inInternational and Public Affairs, International Businessand Finance from Columbia University.           Dr. Skender Fani  66   1999  Dr. Fani is the Chairman of the Board of OtisElevators, Austria. Dr. Fani is a corporate lawyer inAustria, also specializing in sports and entertainment law.For the past 20 years he has represented top sports andentertainment personalities throughout Europe.No family relationships exist among the directors and officers of Consulier. Messrs. Mosler andSimon have been directors since the inception.**EXECUTIVE OFFICERS**The principal occupation of each executive officer of Consulier is set forth below. All of theexecutive officers are elected annually, or until their successors have been duly elected.Warren B. Mosler, 56, is the Chairman of the Board of Directors. Mr. Mosler has served as Chairmansince the inception of Consulier and as Chief Executive Officer from inception to March 1989 andfrom August 1989 to May 1994. In February 1999 Mr. Mosler reassumed the positions of President andChief
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**ITEM 9.** **DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION16(a) OF THE EXCHANGE ACT (CONTINUED)****EXECUTIVE OFFICERS (CONTINUED)**Executive Officer. From 1983 to the present, Mr. Mosler has been a principal in AVM, LP, abroker/dealer engaged in arbitrage and government securities trading in West Palm Beach, Florida.Alan R. Simon, 55, is a director, and has served as the Corporation’s General Counsel and itsSecretary-Treasurer since November 2001. He has been in the private practice of law in Boca Raton,Florida since 1982, and has relocated his practice to Palm Beach Gardens, Florida in 2001. He isalso President of Consulier International, Inc.Tony Marsico was the founder and president of Healthcare Information Technology, Inc. from 1997through 2004, when it’s assets were purchased by Patient Care Technology Systems, LLC. Mr. Marsicoserved as Vice President of RCTS heading several departments ranging from active tracking tocustomer service from 2004 until he became President and CEO of PCTS. Mr. Marsico holds a MastersDegree in Technical and Scientific Communications from Miami University of Ohio and a B.S. degreein Physics and Mathematics from Wolford College.**INDENTIFICATION OF AUDIT COMMITTEE**The Audit Committee of the Company is currently composed of three directors (Burck E. Grosse,Jean-Pierre Arnaud and Skender Fani) and operates under a written charter adopted by the Board ofDirectors. The Company’s audit committee is responsible for: (1) selection and oversight of ourindependent accountant; (2) establishing procedures for the receipt, retention and treatment ofcomplaints regarding accounting, internal controls and auditing matters; (3) establishingprocedures for the confidential, anonymous submission by our employees of concerns regardingaccounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outsideauditor and any outside advisors engagement by the audit committee.**AUDIT COMMITTEE FINANCIAL EXPERT**The Company’s board of directors does not have an “audited committee financial expert,” within themeaning of such phrase under applicable regulations of the Securities and Exchange Commission,serving on its audit committee. The board of directors believes that all members of its auditcommittee are financially literate and experienced in business matters, and that one or moremembers of the audit committee are capable of (i) understanding generally accepted accountingprinciples (“GAAP”) and financial statements, (ii) assessing the general application of GAAPprinciples in connection with our accounting for estimates, accruals and reserves, (iii) analyzingand evaluating our financial statements, (iv) understanding our internal controls and proceduresfor financial reporting; and (v) understanding audit committee functions, all of which areattributes of an audit committee financial expert. However, the board of directors believes thatthere is not any audit committee member who has obtained these attributes through the experiencespecified in the SEC’s definition of “audit committee financial expert.” Further, like many smallcompanies, it is difficult for the Company to attract and retain board members who qualify as“audit committee financial experts,” and competition for these individuals is significant. Theboard believes that its current audit committee is able to fulfill its role under SEC regulationsdespite not having a designated “audit committee financial expert.”**CODE OF BUSINESS CONDUCT AND ETHICS**The Company has adopted a comprehensive code of ethics that applies to its principle officers andpersons performing similar functions.
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**ITEM 9.** **DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION16(a) OF THE EXCHANGE ACT (CONTINUED)****CODE OF BUSINESS CONDUCT AND ETHICS (CONTINUED)**The Company is committed to sound principles of corporate governance. The Company has adoptedstandards of business conduct applicable to all of its Board members and employees including theChief Executive Officer and the Secretary/Treasurer.**ITEM 10. EXECUTIVE COMPENSATION****SUMMARY COMPENSATION TABLE**The following table sets forth the aggregate compensation paid to Consulier’s Chief ExecutiveOfficer for the last three years:**SUMMARY COMPENSATION TABLE**               **Fiscal**     **All Other****Name and Principal Position** **Year** **Salary** **Compensation**Warren B. Mosler,  2005  $75,000  $— Chairman of the Board,  2004  $75,000  $— President and CEO  2003  $75,000  $— Certain columns have been omitted from the above table because there is no compensation required tobe reported in such columns.**OPTION/SAR GRANTS IN LAST FISCAL YEAR NEED TO CONFIRM**There were no stock options/SARs granted to executive officers during 2005 requiring disclosure.**AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES**There were no stock options/SARs exercised during 2005 and no stock options/SARs outstanding atDecember 31, 2005.**LONG-TERM INCENTIVE AND PENSION PLANS**On January 1, 1998 employees of Consulier became members of the Mosler Auto Care Center, Inc.401(k) Retirement Plan (the Plan). The Plan allows employees to save up to 15% of their gross pay.Consulier may match a percentage of the employees’ savings contributions or provide more money,through discretionary contributions. During 2005 and 2004 there were no matching or discretionarycontributions made by the Company to employees’ accounts. The benefit derived by employees was thetax deferral on earnings until they receive them as benefits. Mr. Mosler and the directors do notparticipate in this Plan.The employees of Patient Care Technology Systems (which is 75% owned by ST, LLC) are members of a401(k) retirement plan. This plan allows employees to save up to 100% of compensation to a maximumof $15,000 as prescribed by the Internal Revenue Service code. The company does not contribute tothe plan or match any employee contribution.
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**ITEM 10. EXECUTIVE COMPENSATION (CONTINUED)****COMPENSATION OF DIRECTORS**Directors are compensated $100 for attendance at each Board of Directors’ meeting.**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**The following officers and directors of Consulier beneficially own the indicated number of sharesof Common Stock of Consulier as of December 31, 2005:                   **Amount and Nature** **Percent of Class**    **Name and Address** **Of Beneficial** **at****Title of Class** **of Beneficial Owner** **Ownership** **December 31, 2005**Common Warren B. Mosler  4,358,100   83.1%Stock 5000 Estate SouthgateChristainsted, USVI 00820         Common Alan R. Simon  201,368 (1)  3.8%Stock 8295 North Military Trail, Suite CPalm Beach Gardens, FL 33410         Common Burck E. Grosse  10,000   (2)Stock 11 Huntly CirclePalm Beach Gardens, FL 33418  4,569,468   87.1% All directors and executiveOfficers as a group (3 people)  4,569,468   87.1%    (1) Includes options to acquire 190,000 shares of Consulier common stock from Mr. Mosler at $1.25per share. (2) Does not exceed one (1%) percent of the class.**ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**In May 2000, Consulier moved its headquarters to Riviera Beach, Florida occupying approximately 500square feet of office space in a building owned by Warren B. Mosler, Consulier’s Chairman of theBoard, President and CEO.**LEASE OF REAL ESTATE**Consulier owns a 47,000 square foot industrial warehouse in Medley, Florida, which is leased toSoutheast Automotive Acquisition Company, its former subsidiary, for a five (5) year term whichcommenced July 1, 2002 with an initial base rent of $10,000 per month; the lease containsprovisions for annual CPI rental increases and two (2) options to renew for additional terms offive (5) years each.
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**ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K**(a) Exhibits – See index subsequent to Annual Report.(b) No reports on Form 8-K were filed during the last quarter of the period covered by thisreport.**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**AUDIT FEESThe aggregate audit fees billed to Consulier by Goldstein Lewin & Co. for professional servicesrendered for the audited annual financial statements included in our Annual Report on Form 10-KSBfor the year ended December 31, 2004 and for the review of quarterly financial statements includedin our Quarterly Report on Form 10-QSB for the quarters ended March 31, 2005, June 30, 2005 andSeptember 30, 2005 was $153,339.AUDIT-RELATED FEESNone.TAX FEESNone.ALL OTHER FEESNone.AUDIT COMMITTEE POLICIESEffective May 6, 2003, the Securities and Exchange Commission adopted rules that require thatbefore our independent auditor is engaged by us to render any auditing or permitted non-auditrelated service, the engagement be: **•** approved by our audit committee; or  **•** entered into pursuant to pre-approval policies and procedures established by the auditcommittee, provided the policies and procedures are detailed as to the particular service,the audit committee is informed of each service, and such polices and procedures do notinclude delegation of the audit committee’s responsibilities to management.The audit committee pre-approves all services provided by our independent auditors, including thoseset forth above. The audit committee has considered the nature and amount of fees billed byGoldstein Lewin & Co. and believes that the provision of services for activities unrelated to theaudit is compatible with maintaining Goldstein Lewin & Co.’s independence.
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**SIGNATURES**In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to besigned by the undersigned, thereunto duly authorized.      **CONSULIER ENGINEERING, INC.**