##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-KSB/A
 Amendment No. 2
  þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
  o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
  CONSULIER ENGINEERING, INC.
  Florida
    
    59-2556878(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 2391 Old Dixie Highway, Riviera Beach, Florida
    
    33404-5456(Address of principal executive offices)
    
    (Zip Code)
    Common Stock and Redeemable Warrants
 x o
 x
 o x
 o x




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##### 



EXPLANATORY NOTE
  2




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##### 



CONSULIER ENGINEERING, INC.
 2005 FORM 10-KSB ANNUAL REPORT
 TABLE OF CONTENTS
 PAGEPART IItem 1.
    
    Description of Business
    
    
    4Item 2.
    
    Description of Property
    
    
    6Item 3.
    
    Legal Proceedings
    
    
    6Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    6PART IIItem 5.
    
    Market for Common Equity and Related Stockholder Matters
    
    
    7Item 6.
    
    Managements Discussion and Analysis or Plan of Operation
    
    
    7Item 7.
    
    Financial Statements
    
    
    12Item 8.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    12Item 8a.
    
    Controls and Procedures
    
    
    13PART IIIItem 9.
    
    Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act
    
    
    14Item 10.
    
    Executive Compensation
    
    
    16Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    17Item 12.
    
    Certain Relationships and Related Transactions
    
    
    17Item 13.
    
    Exhibits and Reports on Form 8-K
    
    
    18Item 14.
    
    Principal Accountant Fees and Services
    
    
    18
 3




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##### 



PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
 GENERAL DEVELOPMENT OF BUSINESS
  DESCRIPTION OF BUSINESS SEGMENTS
 (1) OWNERSHIP IN LIMITED LIABILITY COMPANIES SEGMENT
 AVM, L.P.
    BIOSAFE SYSTEMS, LLC
 th th rd
 4




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##### 



ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)
 SYSTEMS TECHNOLOGIES, LLC
   Consolidation of Variable
Interest Entities, an Interpretation of Accounting Research Bulletin No. 51
  (2) CORPORATE SEGMENT
 GENERAL
 rd
 5




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##### 



ITEM 1. DESCRIPTION OF BUSINESS (CONTINUED)
 (3) HEALTHCARE INFORMATION AND TRACKING SYSTEM
  
 ITEM 2. DESCRIPTION OF PROPERTY
   
 ITEM 3. LEGAL PROCEEDINGS
   
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  6




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##### 



PART II
 
 ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 MARKET PRICE AND DIVIDENDS
  Year Ended December 31, 2004
    
    High
    
    LowFirst quarter
    
    $
    5.25
    
    
    $
    2.50Second quarter
    
    
    4.00
    
    
    
    2.75Third quarter
    
    
    3.40
    
    
    
    2.25Fourth quarter
    
    
    5.50
    
    
    
    2.75
 Year Ended December 31, 2005
    
    High
    
    LowFirst quarter
    
    $
    3.95
    
    
    $
    3.00Second quarter
    
    
    15.00
    
    
    
    3.00Third quarter
    
    
    9.94
    
    
    
    3.07Fourth quarter
    
    
    8.20
    
    
    
    4.50
  NASDAQ LISTING
  
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 FORWARD LOOKING STATEMENTS
  7




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##### 



ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
 CRITICAL ACCOUNTING POLICIES
   Accounting for the Costs of Software to be Sold, Leased, or Otherwise
Marketed.
  PARTNERSHIP AND LIMITED LIABILITY COMPANY INVESTMENTS
 
 REVENUE RECOGNITION
     8




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##### 



ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
 REVENUE RECOGNITION (CONTINUED)
       9




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##### 



ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
 REVENUE RECOGNITION (CONTINUED)
  USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
  RESULTS OF OPERATIONS
     10




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##### 



ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
 OUTLOOK FOR 2006
    nd rd th
 LIQUIDITY AND CAPITAL RESOURCES
    11




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##### 



ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)
 LIQUIDITY AND CAPITAL RESOURCES (CONTINUED)
   IMPACT OF INFLATION AND CHANGING PRICES
  
 ITEM 7. FINANCIAL STATEMENTS
  
 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 CHANGES IN CERTIFYING ACCOUNTANTS
  12




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##### 



ITEM 8a. CONTROLS AND PROCEDURES
   13




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##### 



PART III
 
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT
 DIRECTORS
 Director
    
    
    
    
    
    
    
    
    
    Positions and Offices Held and Principal Occupation or OtherName
    
    Age
    
    Since
    
    Employment during the Past Five YearsWarren B. Mosler
    
    
    56
    
    
    
    1985
    
    
    Chairman of the Board, 1985 to present. President and
Chief Executive Officer, June 1985 to May 1994. In
February 1999, Mr. Mosler reassumed the positions of
President and Chief Executive Officer. Principal in AVM,
L.P., a broker/dealer engaged in arbitrage and government
securities trading, 1983 to present.Alan R. Simon, Esq.
    
    
    55
    
    
    
    1985
    
    
    General Counsel, Treasurer and Secretary since
November 2001. 1982 to present, private practice of law in
Palm Beach Gardens, Florida. President of Consulier
International, 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 Motors
Corporation. Last position General Director, Technical
Service; responsible for coordination of all technical
service functions for GM car and truck division.Jean-Pierre Arnaud
    
    
    58
    
    
    
    2005
    
    
    Mr. Arnaud worked for Eastman Kodak Company in the USA
and UK in various areas involving health imaging, including
manufacturing, sales, marketing, and management. In 1991
Mr. Arnaud performed financial auditing services for Fotcor
(Brazil). During 1991, he received his M.A. in
International and Public Affairs, International Business
and Finance from Columbia University.Dr. Skender Fani
    
    
    66
    
    
    
    1999
    
    
    Dr. Fani is the Chairman of the Board of Otis
Elevators, Austria. Dr. Fani is a corporate lawyer in
Austria, also specializing in sports and entertainment law.
For the past 20 years he has represented top sports and
entertainment personalities throughout Europe.
  EXECUTIVE OFFICERS
   14




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##### 



ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT (CONTINUED)
 EXECUTIVE OFFICERS (CONTINUED)
    INDENTIFICATION OF AUDIT COMMITTEE
  AUDIT COMMITTEE FINANCIAL EXPERT
  CODE OF BUSINESS CONDUCT AND ETHICS
  15




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##### 



ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT (CONTINUED)
 CODE OF BUSINESS CONDUCT AND ETHICS (CONTINUED)
  
 ITEM 10. EXECUTIVE COMPENSATION
 SUMMARY COMPENSATION TABLE
  SUMMARY COMPENSATION TABLE
 Fiscal
    
    
    
    
    
    All OtherName and Principal Position
    
    Year
    
    Salary
    
    CompensationWarren B. Mosler,
    
    
    2005
    
    
    $
    75,000
    
    
    $
    Chairman of the Board,
    
    
    2004
    
    
    $
    75,000
    
    
    $
    President and CEO
    
    
    2003
    
    
    $
    75,000
    
    
    $
    
  OPTION/SAR GRANTS IN LAST FISCAL YEAR NEED TO CONFIRM
  AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
  LONG-TERM INCENTIVE AND PENSION PLANS
   16




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##### 



ITEM 10. EXECUTIVE COMPENSATION (CONTINUED)
 COMPENSATION OF DIRECTORS
  
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and Nature
    
    Percent of ClassName and Address
    
    Of Beneficial
    
    atTitle of Class
    
    of Beneficial Owner
    
    Ownership
    
    December 31, 2005Common
Stock
    
    Warren B. Mosler
5000 Estate Southgate
Christainsted, USVI 00820
    
    
    4,358,100
    
    
    
    83.1
    %Common
Stock
    
    Alan R. Simon
8295 North Military Trail, Suite C
Palm Beach Gardens, FL 33410
    
    
    201,368
    (1)
    
    
    3.8
    %Common
Stock
    
    Burck E. Grosse
11 Huntly Circle
Palm Beach Gardens, FL 33418
    
    
    10,000
    
    
    
    (2
    )All directors and executive
Officers 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 $1.25
per share.(2)
    
    Does not exceed one (1%) percent of the class. 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  LEASE OF REAL ESTATE
  17




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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 this
report.
 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
           
    
    approved by our audit committee; or
    
    entered into pursuant to pre-approval policies and procedures established by the audit
committee, 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 not
include delegation of the audit committees responsibilities to management.
  18




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##### 



SIGNATURES
  CONSULIER ENGINEERING, INC.Dated:  June 20, 2006
    By:
    /s/ Warren B. MoslerWarren B. MoslerChairman of the Board of Directors,
President and Chief Executive Officer  Name
    
    Title
    
    Date/s/ Warren B. Mosler

Warren B. Mosler
    
    Chairman of the Board of Directors,
President and Chief Executive Officer
    
    June 20, 2006/s/ Alan R. Simon

Alan R. Simon
    
    Secretary, Treasurer
    
    June 20, 2006/s/ Burck E. Grosse

Burck E. Grosse
    
    Director
    
    June 20, 2006/s/ Skender Fani

Skender Fani
    
    Director
    
    June 20, 2006/s/ Jean-Pierre Arnaud

Jean-Pierre Arnaud
    
    Director
    
    June 20, 2006
 19




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##### 



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
FORM 10-KSB ITEM 7 CONSOLIDATED FINANCIAL STATEMENTS
 TABLE OF CONTENTS
 PAGEREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    F-1CONSOLIDATED FINANCIAL STATEMENTS:Balance Sheet
    
    
    F-2Statements of Operations
    
    
    F-3Statements of Stockholders Equity
    
    
    F-4Statements of Cash Flows
    
    
    F-5Notes to the Consolidated Financial Statements
    
    
    F-6




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##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 
 F-1




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##### 



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2005
 2005ASSETSCURRENT ASSETS:Cash and Cash Equivalents
    
    $
    286,442Receivables, Net of Allowance for Doubtful Accounts of $81,167
    
    
    558,844Due from Related Parties
    
    
    26,160Income Tax Receivable
    
    
    651,068Inventories
    
    
    64,581Deferred Implementation Costs
    
    
    1,279,549Other Current Assets
    
    
    222,541Deferred Income Taxes
    
    
    87,883Total Current Assets
    
    
    3,177,068PROPERTY AND EQUIPMENT, Net
    
    
    2,299,608CAPITALIZED SOFTWARE DEVELOPMENT COSTS, Net
    
    
    310,007PARTNERSHIP AND LIMITED LIABILITY COMPANIES  INVESTMENTS
    
    
    2,583,666DUE FROM RELATED PARTIES
    
    
    200,000DEFERRED INCOME TAXES
    
    
    1,777,474INTANGIBLE ASSET
    
    
    1,183,555$
    11,531,378LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Line of Credit
    
    $
    2,000,000Accounts Payable and Accrued Liabilities
    
    
    949,584Income Tax Payable
    
    
    10,635Deferred Revenue
    
    
    280,499Related Party Payable
    
    
    270,356Total Current Liabilities
    
    
    3,511,074NOTES PAYABLE  RELATED PARTY
    
    
    4,024,080COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    STOCKHOLDERS EQUITY:Common Stock of $.01 Par Value:Authorized 25,000,000 Shares; Issued 5,243,105 Shares
    
    
    52,431Additional Paid-in Capital
    
    
    3,216,008Retained Earnings
    
    
    1,317,1224,585,561Less:Treasury Stock at Cost - 275,007 Shares
    
    
    (582,686
    )Notes Receivable for Common Stock
    
    
    (6,651
    )Total Stockholders Equity
    
    
    3,996,224$
    11,531,378
 
 F-2




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##### 



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2005 AND 2004
 2005
    
    2004Revenue:Software Licensing Fees
    
    $
    984,271
    
    
    $
    Other Revenue
    
    
    32,957
    
    
    
    48,626Total Revenue
    
    
    1,017,228
    
    
    
    48,626Operating Costs and Expenses:Cost of Revenue
    
    
    353,577
    
    
    
    26,472Payroll and Related Expense
    
    
    3,607,281
    
    
    
    168,628Selling, General and Administrative
    
    
    2,512,214
    
    
    
    189,264Professional Services
    
    
    1,287,435
    
    
    
    191,761Depreciation and Amortization
    
    
    1,048,627
    
    
    
    25,559Total Operating Costs and Expenses
    
    
    8,809,134
    
    
    
    601,684Operating Loss
    
    
    (7,791,906
    )
    
    
    (553,058
    )Other Income (Loss)/(Expense):Investment Income  Related Parties
    
    
    1,889,476
    
    
    
    2,327,869Interest Expense
    
    
    (190,287
    )
    
    
    (38,656
    )Net Undistributed Income (Loss) of Equity Investees
    
    
    236,604
    
    
    
    (5,742,591
    )Other Income
    
    
    127,502
    
    
    
    126,563Loss on Sale of Equipment
    
    
    (29,885
    )
    
    
    Total Other Income (Loss)/(Expense)
    
    
    2,033,410
    
    
    
    (3,326,815
    )(Loss) from Operations Before Minority Interest and Income
Taxes
    
    
    (5,758,496
    )
    
    
    (3,879,873
    )Minority Interest in Consolidated Subsidiary Losses
    
    
    3,768,643
    
    
    
    (Loss) from Operations Before Income Taxes
    
    
    (1,989,853
    )
    
    
    (3,879,873
    )Income Tax Benefit
    
    
    829,136
    
    
    
    1,244,935Net (Loss)
    
    $
    (1,160,717
    )
    
    $
    (2,634,938
    )(Loss) Per Share  Basic and Diluted:
    
    $
    (0.22
    )
    
    $
    (0.53
    )
 
 F-3




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##### 



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
YEARS ENDED DECEMBER 31, 2005 AND 2004
 Common Stock
    
    Treasury Stock
    
    
    
    
    
    
    
    
    
    NotesAdditional
    
    
    
    
    
    Receivable
    
    TotalPaid-in
    
    Retained
    
    for
    
    StockholdersShares
    
    Amount
    
    Shares
    
    Amount
    
    Capital
    
    Earnings
    
    Common
    
    EquityBalance,
December 31, 2003
    
    
    5,198,298
    
    
    $
    51,983
    
    
    
    255,844
    
    
    $
    (515,750
    )
    
    $
    3,129,631
    
    
    $
    5,112,777
    
    
    $
    (76,540
    )
    
    $
    7,702,101Sale of Treasury
Stock
    
    
    44,807
    
    
    
    448
    
    
    
    
    
    
    
    
    
    
    
    86,377
    
    
    
    
    
    
    
    
    
    
    
    86,825Acquisition of
Treasury Stock
    
    
    
    
    
    
    
    
    
    
    19,123
    
    
    
    (66,936
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66,936
    )Net (Loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,634,938
    )
    
    
    
    
    
    
    (2,634,938
    )Payments on Notes
Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,458
    
    
    
    40,458Balance, December
31, 2004
    
    
    5,243,105
    
    
    
    52,431
    
    
    
    275,007
    
    
    
    (582,686
    )
    
    
    3,216,008
    
    
    
    2,477,839
    
    
    
    (36,082
    )
    
    
    5,127,510Net (Loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,160,717
    )
    
    
    
    
    
    
    (1,160,717
    )Payments on Notes
Receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,431
    
    
    
    29,431Balance, December
31, 2005
    
    
    5,243,105
    
    
    $
    52,431
    
    
    
    275,007
    
    
    $
    (582,686
    )
    
    $
    3,216,008
    
    
    $
    1,317,122
    
    
    $
    (6,651
    )
    
    $
    3,996,224
 
 F-4




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##### 



CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2005 AND 2004
 2005
    
    2004Operating Activities:Net (Loss)
    
    $
    (1,160,717
    )
    
    $
    (2,634,938
    )Adjustments to Reconcile Net (Loss) to Net Cash Provided by (Used in)
Operations:Depreciation & Amortization
    
    
    1,048,627
    
    
    
    25,559Loss on Sale of Equipment
    
    
    29,885
    
    
    
    Loss on Disposal of Equipment
    
    
    63,499
    
    
    
    Minority Interest in Consolidated Subsidiary Losses
    
    
    (3,768,643
    )Amortization of Bonds Discount
    
    
    
    
    
    
    18,326Undistributed Loss (Income) of Equity Investee
    
    
    (236,604
    )
    
    
    5,742,591Investment (Income)  Related Party
    
    
    (1,889,476
    )
    
    
    (2,327,869
    )Deferred Income Taxes
    
    
    (829,136
    )
    
    
    (901,847
    )Provision for Doubtful Accounts
    
    
    
    
    
    
    70,586Changes in Operating Assets and Liabilities:(Increase) in Receivables
    
    
    (264,961
    )
    
    
    (138,818
    )Decrease in Income Tax Receivable
    
    
    96,000
    
    
    
    508,997Decrease in Inventories
    
    
    11,838
    
    
    
    10,681(Increase) in Deferred Implementation Costs
    
    
    (1,279,549
    )
    
    
    Decrease in Other Current Assets
    
    
    (173,090
    )
    
    
    Increase in Accounts Payable and Accrued Liabilities
    
    
    376,367
    
    
    
    82,100Increase in Deferred Revenue
    
    
    280,499
    
    
    
    (Decrease) Increase in Income Taxes Payable
    
    
    (17,785
    )
    
    
    28,420Net Cash Provided by (Used in) Operations
    
    
    (7,713,245
    )
    
    
    483,788Investing Activities:Distributions from Partnership Interest
    
    
    2,014,580
    
    
    
    3,048,308Contributions to Partnership Interest
    
    
    
    
    
    
    (5,180,000
    )Proceeds From the Sale of Equipment
    
    
    3,105
    
    
    
    Acquisition of Property and Equipment
    
    
    (933,904
    )
    
    
    Acquisition of Intangible Asset
    
    
    (424,500
    )
    
    
    Acquisition of Treasury Stock
    
    
    
    
    
    
    (66,936
    )Net Proceeds from Related Party Receivables
    
    
    20,800
    
    
    
    860,464Consolidation of Variable Interest Entity (Note 2)
    
    
    
    
    
    
    55,498Net Cash Provided by (Used in) Investing Activities
    
    
    680,081
    
    
    
    (1,282,666
    )Financing Activities:Proceeds from Subscription Receivable
    
    
    29,431
    
    
    
    40,458Additional investment in ST, LLC by Minority Shareholder
    
    
    1,163,615
    
    
    
    Payments on Bonds
    
    
    
    
    
    
    (357,786
    )Proceeds from Notes Payable  Related Party
    
    
    4,024,080
    
    
    
    Proceeds from Line of Credit
    
    
    1,715,000
    
    
    
    285,000Change in Related Party Payables
    
    
    270,356
    
    
    
    (141,108
    )Proceeds from the Issuance of Common Stock
    
    
    
    
    
    
    86,825Net Cash Provided by (Used in) Financing Activities
    
    
    7,202,482
    
    
    
    (86,611
    )Increase (Decrease) in Cash and Cash Equivalents
    
    
    169,318
    
    
    
    (885,489
    )Cash and Cash Equivalents  Beginning of Period
    
    
    117,124
    
    
    
    1,002,613Cash and Cash Equivalents  End of Period
    
    $
    286,442
    
    
    $
    117,124SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash Paid for Taxes
    
    $
    
    
    
    $
    20,691Cash Paid for Interest
    
    $
    58,255
    
    
    $
    24,656SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Consolidation of Variable Interest Entity (Note 2)
    
    $
    
    
    
    $
    2,549,530
 
 F-5




---



##### 



NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 NATURE OF BUSINESS
    TM
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 BASIS OF CONSOLIDATION
   F-6




---



##### 



NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 ACCOUNTING ESTIMATES
  CASH AND CASH EQUIVALENTS
  ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS
 
  CONCENTRATIONS
 Disclosure of Information about
Financial Instruments with Off-Balance-Sheet Risk and Financial Instruments with Concentrations of
Credit Risk
 F-7




---



##### 



NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
 INVENTORIES
  PROPERTY AND EQUIPMENT
  CAPITALIZED SOFTWARE DEVELOPMENT COSTS
 Accounting for the
Costs of Software to be Sold, Leased or Otherwise Marketed
  F-8




---



##### 



NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 INTANGIBLE ASSETS
  LONG-LIVED ASSETS  IMPAIRMENTS AND DISPOSALS
 Accounting for the Impairment or Disposal of Long-Lived Assets.
 PARTNERSHIP AND LIMITED LIABILITY COMPANIES INVESTMENTS
 Consolidation of Variable Interest Entities
  F-9




---



##### 



NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
 PARTNERSHIP AND LIMITED LIABILITY COMPANIES INVESTMENTS (CONTINUED)
  STOCK-BASED COMPENSATION
 Accounting for Stock Issued to
Employees. Accounting for Stock-Based Compensation, Accounting
for Stock-Based Compensation  Transition and Disclosure.
 REVENUE RECOGNITION
    F-10




---



##### 



NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 REVENUE RECOGNITION (CONTINUED)
       F-11




---



##### 



NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 REVENUE RECOGNITION (CONTINUED)
  ADVERTISING AND MARKETING COSTS
  RECLASSIFICATIONS
  INCOME TAXES
   EARNINGS (LOSS) PER COMMON SHARE
  COMPREHENSIVE INCOME (LOSS)
  F-12




---



##### 



NOTE 1:
    
    NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 FAIR VALUE OF FINANCIAL INSTRUMENTS
 Disclosures about Fair Value of Financial Instruments,
  EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS
     F-13




---



##### 



NOTE 2:
    
    ACCOUNTING FOR VARIABLE INTEREST ENTITY (VIE)
 Consolidation of Variable Interest
Entities, an Interpretation of Accounting Research Bulletin No. 51
       Year EndedDecember 31,(In thousands)2005
    
    2004Revenue
    
    $
    956
    
    
    $
    672Net Income (Loss)
    
    $
    (1,363
    )
    
    $
    (6,030
    )Net Income (Loss per Share -
Basic and Diluted
    
    $
    (.26
    )
    
    $
    (1.15
    )
 F-14




---



##### 



NOTE 3: DEFERRED IMPLEMENTATION COSTS
  NOTE 4: ACQUISITION
    FormED Software
    
    $
    252,223TrackingED Module Software
    
    
    113,500Customer List
    
    
    174,500Non-Compete Agreements
    
    
    200,000Computer Equipment
    
    
    2,000Total Purchase Price
    
    $
    742,223
 NOTE 5: CONCENTRATION OF CREDIT RISK
  F-15




---



##### 



NOTE 5: CONCENTRATION OF CREDIT RISK (CONTINUED)
   NOTE 6: RECEIVABLES
  Trade receivables
    
    $
    482,848Due from AVM
    
    
    73,422Due from BioSafe
    
    
    50,041Less allowance for doubtful accounts
    
    
    (81,667
    )$
    524,644
 NOTE 7: PROPERTY AND EQUIPMENT
  Range ofUsefulLives (Years)Building and Improvements
    
    
    30
    
    
    $
    830,463Land
    
    
    N/A
    
    
    
    412,000Computer Hardware and Software
    
    
    3-5
    
    
    
    1,572,440Machinery and Equipment
    
    
    5-7
    
    
    
    242,692Furniture and Fixtures
    
    
    5-7
    
    
    
    139,3613,196,956Less: Accumulated Depreciation
    
    
    
    
    
    
    (897,348
    )$
    2,299,608
  F-16




---



##### 



NOTE 8: INTANGIBLE ASSETS
  Range ofUsefulLives (Years)Customer List
    
    
    3-5
    
    
    $
    1,389,500Non-Compete Agreements
    
    
    1
    
    
    
    200,0001,589,500Less: Accumulated Amortization
    
    
    
    
    
    
    (405,945
    )$
    1,183,555
  YEAR ENDING DECEMBER 31,2006
    
    $
    417,8342007
    
    
    301,1672008
    
    
    279,8042009
    
    
    184,750$
    1,183,555
 NOTE 9: PARTNERSHIP AND LIMITED LIABILITY COMPANIES  INVESTMENTS
  AVM, L.P
  F-17




---



##### 



NOTE 9:
    
    PARTNERSHIP AND LIMITED LIABILITY COMPANIES  INVESTMENTS (CONTINUED)
 AVM, L.P (CONTINUED)
  2005
    
    2004Cash
    
    $
    34,994,266
    
    
    $
    23,269,632Due from brokers
    
    
    1,179,326
    
    
    
    3,995,000Securities owned
    
    
    303,292
    
    
    
    462,752Investment in affiliate and other assets
    
    
    5,623,132
    
    
    
    6,416,144Total assets
    
    $
    42,100,016
    
    
    $
    34,143,528Due to brokers
    
    $
    400,766
    
    
    $
    2,390,854Customer payables & subordinated borrowings
    
    
    14,079,768
    
    
    
    2,033,504Other liabilities
    
    
    1,264,978
    
    
    
    1,868,368Anticipated partners withdrawals
    
    
    1,821,946
    
    
    
    3,318,247Total liabilities
    
    
    17,567,458
    
    
    
    9,610,973Partners capital
    
    
    24,532,558
    
    
    
    24,532,555Total liabilities and partners capital
    
    $
    42,100,016
    
    
    $
    34,143,528Revenue
    
    $
    61,831,503
    
    
    $
    68,651,275Net income
    
    $
    33,328,159
    
    
    $
    29,364,096Consuliers share of AVMs earnings
    
    $
    1,889,476
    
    
    $
    2,327,869
  BIOSAFES SYSTEMS, LLC
  (Unaudited)2005
    
    2004Total Assets
    
    $
    2,013,243
    
    
    $
    1,720,486Total Liabilities
    
    $
    179,985
    
    
    $
    183,525Revenue
    
    $
    6,317,456
    
    
    $
    6,388,772Costs and Expenses
    
    
    5,697,647
    
    
    
    5,671,389Net Income
    
    $
    619,809
    
    
    $
    717,383Consuliers Share of Earnings
    
    $
    236,604
    
    
    $
    286,953
  F-18




---



##### 



NOTE 10:
    
    INCOME TAXES
  CONTINUING OPERATIONS
    
    2005
    
    2004Current:Federal
    
    $
    
    
    
    $
    (651,068
    )State
    
    
    10,635
    
    
    
    28,42010,635
    
    
    
    (622,648
    )Deferred:Federal
    
    
    (606,799
    )
    
    
    (409,257
    )State
    
    
    (91,379
    )
    
    
    (213,030
    )(698,178
    )
    
    
    (622,287
    )Total income tax (benefit)
    
    $
    (687,543
    )
    
    $
    (1,244,935
    )
  2005
    
    2004Tax expense (benefit) at statutory rate
    
    $
    (616,396
    )
    
    $
    (1,095,030
    )State income tax expense (benefit) net
of federal tax effect
    
    
    (71,147
    )
    
    
    (149,905
    )Other
    
    
    
    
    
    
    Income tax (benefit)
    
    $
    (687,543
    )
    
    $
    (1,244,935
    )
   2005
    
    2004Depreciation
    
    $
    17,653
    
    
    $
    17,653Allowance for doubtful accounts
    
    
    30,543
    
    
    
    30,543Tax loss carry forward
    
    
    1,610,224
    
    
    
    922,701Other
    
    
    16,425
    
    
    
    16,405Accrued Wages
    
    
    48,919
    
    
    
    48,919Total Net Deferred Tax Asset
    
    $
    1,723,764
    
    
    $
    1,036,221
 F-19




---



##### 



NOTE 10: INCOME TAXES (CONTINUED)
 Deferred tax assets and liabilities are reflected on the balance sheet as of December 31, 2005 as
follows:
 Net Short-Term Deferred Tax Assets
    
    $
    87,883Net Long-Term Deferred Tax Assets
    
    
    1,635,881Net Deferred Tax Assets
    
    $
    1,723,764
 NOTE 11: STOCKHOLDERS EQUITY
 STOCK OPTION PLANS
     CAPITAL STOCK
     F-20




---



##### 



NOTE 11: STOCKHOLDERS EQUITY (CONTINUED)
 COMMON STOCK WARRANTS
   WEIGHTEDAVERAGEOPTIONS
    
    PRICEBalance at January 1, 2004
    
    
    470,000
    
    
    $
    3.16Options granted
    
    
    
    
    
    
    Options exercised
    
    
    40,000
    
    
    
    1.25Options expired
    
    
    30,000
    
    
    
    1.25Balance at December 31, 2004
    
    
    400,000
    
    
    
    3.50Options granted
    
    
    
    
    
    
    Options exercised
    
    
    
    
    
    
    Options expired
    
    
    
    
    
    
    Balance at December 31, 2005
    
    
    400,000
    
    
    $
    3.50
  NOTE 12: RELATED PARTY TRANSACTIONS
 DUE FROM RELATED PARTIES
  NOTE PAYABLE  RELATED PARTY
  F-21




---



##### 



NOTE 12: RELATED PARTY TRANSACTIONS (CONTINUED)
 RELATED PARTY PAYABLE
  OTHER
  NOTE 13: BUSINESS SEGMENT INFORMATION
 SEGMENT INFORMATION
  Year Ended December 31, 2005Income (Loss)Derived FromDistribution
    
    Ownership of
    
    Corporate
    
    Medical SoftwareActivities
    
    Investments
    
    Activities
    
    Activities
    
    TotalRevenue (b)
    
    $
    32,957
    
    
    $
    
    
    
    $
    
    
    
    $
    923,435
    
    
    $
    956,392Operating Income (Loss)
    
    
    (18,832
    )
    
    
    
    
    
    
    (517,795
    )
    
    
    (7,316,115
    )
    
    
    (7,852,742
    )Other Income (Loss)
    
    
    
    
    
    
    2,126,080
    
    
    
    73,983
    
    
    
    (166,653
    )
    
    
    2,033,410Minority Interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,768,643
    
    
    
    3,768,643Income Tax Benefit
(Expense)
    
    
    6,591
    
    
    
    (744,128
    )
    
    
    155,334
    
    
    
    1,269,746
    
    
    
    687,543Net Income (Loss) (a)
    
    
    (12,241
    )
    
    
    1,381,952
    
    
    
    (288,478
    )
    
    
    (2,444,379
    )
    
    
    (1,363,146
    )Total Assets
    
    $
    79,645
    
    
    $
    2,707,129
    
    
    $
    3,687,179
    
    
    $
    4,870,011
    
    
    $
    11,343,964
 Year Ended December 31, 2004Distribution
    
    LLC
    
    CorporateActivities
    
    Activities
    
    Activities
    
    Medical Software
    
    TotalRevenue (b)
    
    $
    48,626
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    48,626Operating Income (Loss)
    
    
    (167,482
    )
    
    
    
    
    
    
    (385,576
    )
    
    
    
    
    
    
    (553,058
    )Other Income (Loss)
    
    
    
    
    
    
    1,699,634
    
    
    
    87,907
    
    
    
    (5,114,356
    )
    
    
    (3,326,815
    )Income Tax Benefit
(Expense)
    
    
    48,626
    
    
    
    (543,883
    )
    
    
    95,254
    
    
    
    1,644,938
    
    
    
    1,244,935Net Income (Loss) (a)
    
    
    (118,856
    )
    
    
    1,155,751
    
    
    
    (202,415
    )
    
    
    (3,469,418
    )
    
    
    (2,634,938
    )Total Assets
    
    $
    82,284
    
    
    $
    2,472,166
    
    
    $
    3,191,553
    
    
    $
    2,873,172
    
    
    $
    8,619,175
 (a)
    
    All interest expense incurred by the Company was allocated to the Corporate Activities
Segment.
 (b)
    
    There was no inter-segment revenue during the year.
 F-22




---



##### 



NOTE 14: EARNINGS (LOSS) PER SHARE
  2005
    
    2004BASIC AND DILUTED (LOSS) PER SHARE COMPUTATION:NUMERATOR:Net (Loss)
    
    $
    (1,363,146
    )
    
    $
    (2,634,938
    )DENOMINATOR:Average number of common shares outstanding
    
    
    5,243,105
    
    
    
    4,942,577Basic and Diluted (Loss) per Share
    
    $
    (0.26
    )
    
    $
    (0.53
    )
  NOTE 15: COMMITMENTS AND CONTINGENCIES
 LINE OF CREDIT
   LEGAL PROCEEDING
  LEASES
  F-23




---



##### 



NOTE 15: COMMITMENTS AND CONTINGENCIES (CONTINUED)
 LEASES (CONTINUED)
  YEAR ENDING DECEMBER 31,2006
    
    $
    329,8012007
    
    
    340,8572008
    
    
    352,0462009
    
    
    363,3742010
    
    
    347,811$
    1,733,889
  LEASE OF REAL ESTATE
  NOTE 16: 401(k) PLAN
  NOTE 17: SUBSEQUENT EVENT
  F-24




---



##### 



FORM 10-KSB ITEM 13
EXHIBITS
 PageExhibit 31(i)  Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    E-1Exhibit 31(ii)  Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    E-2Exhibit 32(i) Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section 1350)
    
    
    E-3Exhibit 32(ii) Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section 1350)
    
    
    E-4