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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F/A
 (Amendment No. 1)
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 or
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For The Fiscal Year Ended October 31, 2005
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 or
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell report
 Commission File No. 0-26005
 MICROMEM TECHNOLOGIES INC.
  Ontario, Canada
 777 Bay Street, Suite 1910,
Toronto, Ontario M5G 2E4, Canada
Tel: (416) 364-6513
Fax: (416) 360-4034
  None
  Common Shares without par value
  None
 
 64,719,449 Common Shares
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Explanatory Note
  TABLE OF CONTENTS
 Item 3.
    
    Key Information
    
    
    1Item 15.
    
    Controls and Procedures
    
    
    11Item 18.
    
    Exhibits.
    
    
    13Signatures
    
    
    
    
    15Officer's Certification pursuant to Section 302 of the Sarbanes Oxley Act, 2002Officer's Certification pursuant to Section 302 of the Sarbanes Oxley Act, 2002Officer's Certification pursuant to Section 906 of the Sarbanes Oxley Act, 2002Officer's Certification pursuant to Section 906 of the Sarbanes Oxley Act, 2002




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ITEM 3. KEY INFORMATION
 A. Selected Financial Data
  Selected balance sheet information
 Years ended October 31,2005
    
    2004
    
    2003
    
    2002
    
    2001Working capital (deficiency)
    
    $
    (74,831
    )
    
    $
    34,685
    
    
    $
    100,670
    
    
    $
    985,551
    
    
    $
    3,455,108Capital Assets
    
    
    
    
    
    
    2,925
    
    
    
    3,768
    
    
    
    98,654
    
    
    
    336,839Total Assets
    
    
    728,375
    
    
    
    474,234
    
    
    
    350,138
    
    
    
    1,583,422
    
    
    
    14,454,470Capital Stock
    
    
    34,305,087
    
    
    
    32,103,787
    
    
    
    31,236,287
    
    
    
    31,073,787
    
    
    
    29,642,242Shareholders equity (deficiency)
    
    
    (74,831
    )
    
    
    37,610
    
    
    
    104,438
    
    
    
    1,391,903
    
    
    
    14,124,918
 Selected statement of operations and deficit information
 Years ended October 31,2005
    
    2004
    
    2003
    
    2002
    
    2001Interest and other income
    
    $
    8,703
    
    
    $
    4,746
    
    
    $
    20,121
    
    
    $
    165,892
    
    
    $
    196,520Research and development expenses
    
    
    362,141
    
    
    
    378,410
    
    
    
    490,914
    
    
    
    1,601,624
    
    
    
    2,212,679General and administrative expenses
    
    
    1,951,600
    
    
    
    570,684
    
    
    
    621,050
    
    
    
    1,319,528
    
    
    
    2,492,386Stock compensation expense
    
    
    1,721,742
    
    
    
    1,379,970
    
    
    
    318,000
    
    
    
    1,832,500
    
    
    
    4,627,752Write-down of royalty rights
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000,000
    
    
    
    Write-down of patents and trademarks
    
    
    
    
    
    
    
    
    
    
    299,820
    
    
    
    
    
    
    
    Loss (gain) on disposal of assets
    
    
    
    
    
    
    
    
    
    
    58,302
    
    
    
    13,292
    
    
    
    (6,134
    )Loss from continuing operations
    
    
    (4,035,483
    )
    
    
    (2,314,298
    )
    
    
    (1,767,965
    )
    
    
    (14,529,978
    )
    
    
    (9,157,163
    )Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Loss before income taxes
    
    
    (4,035,483
    )
    
    
    (2,314,298
    )
    
    
    (1,767,965
    )
    
    
    (14,529,978
    )
    
    
    (9,157,163
    )Provision for income taxes (recovery)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,537
    )
    
    
    30,214Net loss
    
    
    (4,035,483
    )
    
    
    (2,314,298
    )
    
    
    (1,767,965
    )
    
    
    (14,565,515
    )
    
    
    (9,187,377
    )Loss per share-basic and diluted
    
    
    0.07
    
    
    
    0.04
    
    
    
    0.04
    
    
    
    0.31
    
    
    
    0.21Weighted average number of basic and
diluted shares
    
    
    62,155,234
    
    
    
    52,958,975
    
    
    
    47,061,810
    
    
    
    46,396,799
    
    
    
    44,163,669Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Reconciliation between Canadian GAAP and U.S. GAAP:
  Currency and Exchange Rates
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2005
    
    2004
    
    2003
    
    2002
    
    2001High for period
    
    
    0.8690
    
    
    
    0.8432
    
    
    
    0.7738
    
    
    
    0.6654
    
    
    
    0.6711Low for period
    
    
    0.7872
    
    
    
    0.7288
    
    
    
    0.6350
    
    
    
    0.6179
    
    
    
    0.6293End of period
    
    
    0.8577
    
    
    
    0.8319
    
    
    
    0.7738
    
    
    
    0.6339
    
    
    
    0.6294Average for period
    
    
    0.8254
    
    
    
    0.7717
    
    
    
    0.7200
    
    
    
    0.6368
    
    
    
    0.6493
  November
    
    December
    
    January
    
    February
    
    March
    
    April2004
    
    2004
    
    2005
    
    2005
    
    2005
    
    2005High
    
    
    1.1911
    
    
    
    1.2055
    
    
    
    1.2425
    
    
    
    1.2343
    
    
    
    1.2147
    
    
    
    1.2618Low
    
    
    1.1848
    
    
    
    1.1970
    
    
    
    1.2361
    
    
    
    1.2277
    
    
    
    1.2085
    
    
    
    1.2482
 May
    
    June
    
    July
    
    August
    
    September
    
    October2005
    
    2005
    
    2005
    
    2005
    
    2005
    
    2005High
    
    
    1.2619
    
    
    
    1.2330
    
    
    
    1.2310
    
    
    
    1.1935
    
    
    
    1.1682
    
    
    
    1.1836Low
    
    
    1.2506
    
    
    
    1.2238
    
    
    
    1.2220
    
    
    
    1.1836
    
    
    
    1.1588
    
    
    
    1.1752
  B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  D. Risk Factors
  Risk Factors Related to Our Business
 The financial statements of our company have been prepared on a going concern basis.
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We currently have no operating revenue.
  Our technology is under development.
    
    
    the ability of manufacturers to incorporate the technology into existing
manufacturing capabilities without significant retooling and material costs;
    
    price competitiveness; and
    
    the availability and costs of raw materials.
  Products using our technology have not yet been manufactured.
  Our competitors are seeking to develop other magnetic based memory technologies.
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Failure to secure continued financing will cause our business to suffer.
  Because much of our success and value depends on our ownership and use of intellectual
property, our failure to protect our property could adversely affect our future growth and
success.
  Intellectual property claims against us, no matter how groundless, could cause our business
to suffer.
   We have a history of losses, and we may continue to generate losses in the foreseeable future.
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We lack manufacturing capacity and will be dependent on third party manufacturers.
  We will be dependent upon the success of a limited range of products.
  We may not realize income from the licensing of our technologies if our licensees fail to
commercialize the products that incorporate these technologies.
  Our supply of future products could be dependent upon relationships with key suppliers.
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In order to commercialize our future products, we will need to establish a sales and
marketing capability.
  The rights to certain of our patented technologies are shared with a third party.
  We will be reliant upon contractual rights to use certain technologies that are material to
our business.
  Our auditors have identified significant deficiencies in our internal accounting controls.
   
    
    we lacked certain formalized accounting policies and procedures including written
procedures for the monthly, quarterly and annual closing of our financial books and
records;
    
    our staff was not always subject to timely review and supervision; and
    
    security practices over our information technology were not sufficiently robust.
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Risk Factors Related to Our Common Shares
 Our stock is subject to the penny stock regulations, which may discourage brokers from
effecting transactions in the stock and adversely affect the stocks market price and liquidity.
  The rights of our shareholders may differ from the rights typically afforded to shareholders
of a U.S. corporation.
   ¤
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
    
    an acquisition of our common shares if the acquisition were made in connection
with the persons business as a trader or dealer in securities;
    
    an acquisition of control of Micromem in connection with the realization of a
security interest granted for a loan or other financial assistance and not for any
purpose related to the provisions of the Investment Act; and
    
    an acquisition of control of Micromem by reason of an amalgamation, merger,
consolidation or corporate reorganization, following which the ultimate direct or
indirect control of Micromem, through the ownership of voting interests, remains
unchanged. Under U.S. law, except in limited
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circumstances, restrictions generally are not imposed on the ability of
non-residents to hold a controlling interest in a U.S. corporation.
 U.S. shareholders may not be able to enforce civil liabilities against us.
  We do not anticipate paying dividends.
  We may need to issue additional securities which may cause our shareholders to experience
dilution.
  We depend on key personnel.
  We may be materially affected by global economic and political conditions.
  We may be materially affected by rapid technological change and evolving industry standards.
  We may be materially affected by risks associated with new product development.
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Our operations may be materially affected by the risks associated with developing and
protecting intellectual property.
     We may be materially affected if we are unable to attract, retain and motivate key
employees.
  The price of our common shares and volume of our common shares may be volatile.
   There are foreign exchange risks associated with our company.
  We will attempt to file a registration statement in connection with unit private placement
financings completed in fiscal 2005.
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
    
    The Unit will consist of a common share and a Class A and Class B warrant.
    
    The Class A warrant will expire on June 30, 2006.
    
    The Class B warrant will expire on December 31, 2006.
   
 ITEM 15. CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
  
    
    we lacked certain formalized accounting policies and procedures including written
procedures for the monthly, quarterly and annual closing of our financial books and
records;
    
    our staff was not always subject to timely review and supervision; and
    
    security practices over our information technology were not sufficiently robust.
  
    
    development of a system of control including the upgrade of accounting software and the
development of formalized software;
    
    monthly analytical reviews by both the Chief Executive Officer and Chief Financial Officer and
our Audit Committee;
    
    prompt review of all financial statements and immediate reconciliation of our financial results;
    
    our Audit Committee will meet on a quarterly basis to assess our financial performance and to
review the progress management has made in upgrading its accounting procedures and controls;
and
    
    interaction of our Audit Committee with our independent registered public accounting firm in
2006 on reporting and control related matters.
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    Table of Contents    Changes in Internal Control Over Financial Reporting.
 Other Matters
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ITEM 18. EXHIBITS
  Exhibit No. 1.1
    
    Articles of Incorporation of Incorporation of Micromem Technologies Inc. and
amendments thereto in effect as of January 11, 2000, (Incorporated herein by
reference to the Companys Form 20-F/A filed with the Commission on January 11,
2000).Exhibit No. 1.2
    
    Articles of Incorporation of Amendment of Micromem Technologies Inc. dated as of
October 17, 2001 amending the Articles of Incorporation of Micromem Technologies
Inc. to increase the number of directors to a minimum of three and a maximum of
ten (Incorporated herein by reference to the Companys Form 20-F/A filed with
the Commission on March 20, 2003);Exhibit No. 1.3
    
    Articles of Incorporation of Amendment of Micromem Technologies Inc. dated as of
June 24, 2002 amending the Articles of Incorporation of Micromem Technologies
Inc. to increase the number of directors to a minimum of 3 and a maximum of 12
(Incorporated herein by reference to the Companys Form 20-F/A filed with the
Commission on March 20, 2003);Exhibit No. 1.5
    
    By-Laws of Micromem Technologies Inc. in effect as of January 11, 2002,
(Incorporated herein by reference to the Companys Form 20-F/A filed with the
Commission on January 11, 2000);Exhibit No. 1.6
    
    Amendment to the By-Laws of Micromem Technologies Inc. approved by shareholders
on June 29, 2000, deleting the requirement from the By-Laws that the President
shall be appointed from amongst the directors (Incorporated herein by reference
to the Companys Form 20-F/A filed with the Commission on March 20, 2003);Exhibit No. 4.1
    
    Research Collaboration Agreement by and among Micromem Technologies Inc., the
University of Toronto, Dr. Harry Ruda and Materials and Manufacturing Ontario
dated October 24, 2002 (referred to in this Annual Report at Item 4.B  Business
Overview  Recent Developments) (Incorporated herein by reference to the
Companys Form 20-F/A filed with the Commission on March 20, 2003);Exhibit No. 4.2
    
    Asset Purchase Agreement by and among Micromem Technologies Inc., Pageant
Technologies Incorporated, Estancia Limited and Richard Lienau dated December
10, 2000 (referred to in this Annual Report at Item 4.B  Business Overview 
Recent Developments), (Incorporated herein by reference to the Companys Form
40-F filed with the Commission on February 2, 2001);Exhibit No. 4.3
    
    Technology Development Agreement by and among Pageant Technologies Incorporated,
Estancia Limited and Richard Lienau dated March 9, 2001 (referred to in this
Annual Report at Item 4.B  Business Overview  Recent Developments),
(Incorporated herein by reference to the Companys Form 40-F filed with the
Commission on February 2, 2001);Exhibit No. 4.4
    
    Infrastructure Agreement by and between Micromem Technologies Inc. and the
University of Toronto dated November 1, 2002 (referred to in this Annual Report
at Item 4.B  Business Overview  Recent Developments) (Incorporated herein by
reference to the Companys Form 20-F/A filed with the Commission on March 20,
2003);Exhibit No. 4.5
    
    A second 2-year Research Collaboration Agreement, by and among Micromem
Technologies Inc., Materials and Manufacturing Ontario and the University of
Toronto dated November 12, 2003 (referred to in this Annual Report at Item 10.C
 Material Contracts), (Incorporated herein by reference to the Companys Form
20-F filed with the Commission on March 19, 2004);Exhibit No. 4.6
    
    Equipment Transfer Agreement by and between Micromem Technologies Inc. and the
Governing Council of the University of Toronto dated March 1, 2003 (referred to
in this
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Annual Report at Item 10.C  Material Contracts), (Incorporated herein by
reference to the Companys Form 20-F filed with the Commission on March 19,
2004);Exhibit No. 4.7
    
    Collaborative Research Agreement by and among
Micromem Technologies Inc., Communications and
Information Technology Ontario, the University of
Toronto and Dr. Harry Ruda dated December 10, 2002
(referred to in this Annual Report at Item 10.C 
Material Contracts), (Incorporated herein by
reference to the Companys Form 20-F filed with the
Commission on March 19, 2004);Exhibit No. 4.8
    
    Revised License Agreement by and between Micromem
Technologies Inc. and the University of Toronto dated
June 13, 2005. (Incorporated herein by reference to
the Companys Form 20-F filed with the Commission on
February 28, 2006);Exhibit No. 4.9
    
    Employment Agreement by and between Micromem
Technologies Inc. and Dr. Cynthia Kuper dated January
28, 2005. (Incorporated herein by reference to the
Companys Form 20-F filed with the Commission on
February 28, 2006);Exhibit No. 4.10
    
    Employment Agreement by and between Micromem
Technologies, Inc. and Salvatore Fuda dated May 29,
2005. (Incorporated herein by reference to the
Companys Form 20-F filed with the Commission on
February 28, 2006);Exhibit No. 12.1
    
    Officers Certification pursuant to Section 302 of
the Sarbanes Oxley Act, 2002. (filed herewith)Exhibit No. 12.2
    
    Officers Certification pursuant to Section 302 of
the Sarbanes Oxley Act, 2002. (filed herewith)Exhibit No. 13.1
    
    Officers Certification pursuant to Section 906 of
the Sarbanes Oxley Act, 2002. (furnished herewith)Exhibit No. 13.2
    
    Officers Certification pursuant to Section 906 of
the Sarbanes Oxley Act, 2002. (furnished herewith)Exhibit No. 14.1
    
    Independent Auditors Consent of Schwartz Levitsky
Feldman LLP (Incorporated herein by reference to the
Companys Form 20-F filed with the Commission on
February 28, 2006);Exhibit No. 14.2
    
    Independent Auditors Consent of Grant Thornton LLP
(Incorporated herein by reference to the Companys
Form 20-F filed with the Commission on February 28,
2006);Exhibit No. 14.3
    
    Independent Auditors Consent of Ernst & Young LLP
(Incorporated herein by reference to the Companys
Form 20-F filed with the Commission on February 28,
2006);Exhibit No. 14.4
    
    Independent Auditors Consent of Schwartz, Levitsky
Feldman LLP. (Incorporated herein by reference to the
Companys Form 20-F filed with the Commission on
February 28, 2006);
 
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    Portions of this exhibit have been omitted pursuant to a request for confidential
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SIGNATURES
  MICROMEM TECHNOLOGIES INC.By:
    
    /s/ Joseph FudaName:
    
    Joseph FudaTitle:
    
    Chief Executive OfficerBy:
    
    /s/ Dan AmadoriName:
    
    Dan AmadoriTitle:
    
    Chief Financial Officer
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