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  **UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549** **Form 10-K/A****(Mark One)**   þ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2005****or**   o **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from             to            **Commission file number 0-17204 **Infinity Energy Resources, Inc.***(Exact Name of Registrant as Specified in its Charter)*   **Delaware** **20-3126427***(State of Incorporation or Organization)* *(I.R.S. Employer Identification No.)*   **950 Seventeenth Street, Suite 800**  **Denver, Colorado** **80202***(Address of principal executive office)* *(Zip Code)***(720) 932-7800**(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: **None**Securities registered pursuant to Section 12(g) of the Act: **Common Stock**     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act. Yes **o** No **þ**     Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act. Yes **o** No **þ**     Indicate by check mark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes **þ** No **o**     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, indefinitive proxy or information statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K. **o**     Indicate by check mark whether the registrant is a large accelerated filer, an acceleratedfiler, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). Large accelerated filer**o** Accelerated filer **þ** Non-accelerated filer **o**     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 ofthe Act). Yes **o** No **þ**     The aggregate market value of the voting and non-voting common equity held by non-affiliatesas of June 30, 2005, was approximately $105 million, based on the closing price of $8.48 per shareas reported on the NASDAQ National Market.     As of March 6, 2006, 14,010,134 shares of the registrant’s common stock were issued andoutstanding.  
 

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**EXPLANATORY NOTE**     This Form 10-K/A (this “Amendment”) is being filed solely to add Part III hereof to InfinityEnergy Resources, Inc.’s (“Infinity”) Annual Report on Form 10-K for the year ended December 31, 2005, as filedwith the Securities and Exchange Commission (the “SEC”) on March 8, 2006 (the “Original Filing”).Part III was originally to be incorporated by reference from Infinity’s definitive Proxy Statementfor its 2006 Annual Meeting of Shareholders. As a result of this Amendment, the certificationsfiled pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, included as exhibits tothe Original Filing, have been re-executed and re-filed as of the date of this Amendment and areincluded as Exhibits 31.1, 31.2, 32.1 and 32.2 hereto.
 

 
**TABLE OF CONTENTS**       **Page** PART III  1 ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT  1 ITEM 11: EXECUTIVE COMPENSATION  4 ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS  10 ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  12 ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES  12 PART IV  13 ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES  13 SIGNATURE  15 EXHIBIT INDEX  16  Certification of CEO Pursuant to Section 302 Certification of CFO Pursuant to Section 302 Certification of CEO Pursuant to Section 906 Certification of CFO Pursuant to Section 906
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**PART III****ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**     The following table sets forth the name and age of each of our directors and executiveofficers, indicating all positions and offices with Infinity presently held:       **Name** **Age** **Positions and offices held**Stanton E. Ross  44  Chairman and Director since March 1992James A. Tuell  46  President and Chief Executive Officer; Director since April 2005Elliot M. Kaplan  55  Director since July 2004Robert O. Lorenz  59  Director since January 2004Leroy C. Richie  64  Director since June 1999Stephen D. Stanfield  50  Senior Vice President, Oilfield Services of Infinity EnergyResources, Inc.      President of Consolidated Oil Well Services, Inc.Timothy A. Ficker  38  Vice President, Chief Financial Officer and SecretaryJames W. Dean  39  Vice President, Strategic and Corporate Development     Set forth below are the names of all directors and executive officers of Infinity, allpositions and offices with Infinity held by each such person, the period during which he has servedas such, and the principal occupations and employment of such persons during at least the last fiveyears:**Stanton E. Ross**. Mr. Ross has been Chairman of Infinity Energy Resources, Inc. since March 1992.He served as President, Chief Executive Officer and Treasurer from March 1992 through June 2005.Since September 2005, Mr. Ross has served as the Chairman,Chief Executive Officer and a directorof Digital Ally, Inc. From 1991 until March 1992, he founded and served as President of MidwestFinancial, a financial services corporation involved in mergers, acquisitions and financing forcorporations in the Midwest. From 1990 to 1991, Mr. Ross was employed by Duggan Securities, Inc.,an investment banking firm in Overland Park, Kansas, where he primarily worked in corporatefinance. From 1989 to 1990, he was employed by Stifel, Nicolaus & Co., a member of the New YorkStock Exchange, where he was an investment executive. From 1987 to 1989, Mr. Ross wasself-employed as a business consultant. From 1985 to 1987, Mr. Ross was President and founder ofKansas Microwave, Inc. which developed a radar detector product. From 1981 to 1985, he wasemployed by Birdview Satellite Communications, Inc., which manufactured and marketed home satellitetelevision systems, initially as a salesman and later as National Sales Manager.**James A. Tuell**. Mr. Tuell has served as a director of Infinity Energy Resources, Inc. since April2005 and as President and Chief Executive Officer since June 2005. From March 2005 until June2005, he served as Executive Vice President of Infinity Energy Resources, Inc. Mr. Tuell has alsoserved as President of Infinity Oil & Gas of Wyoming, Inc. and Infinity Oil and Gas of Texas, Inc.,wholly-owned subsidiaries of Infinity Energy Resources, Inc., since February 2004 and June 2004,respectively. Prior to joining Infinity, Mr. Tuell owned and operated an accounting and financeconsultancy which served Infinity and numerous other independent energy companies from July 2001 toFebruary 2004. From 1996 through July 2001, Mr. Tuell served as Controller and Chief AccountingOfficer of Basin Exploration, Inc. From 1994 through 1996, he served as Vice President andController of Gerrity Oil & Gas Corporation. Mr. Tuell was employed by the independent accountingfirm of Price Waterhouse from 1981 through 1994, most recently as a Senior Audit Manager. Heearned a B.S. in accounting from the University of Denver and is a certified public accountant.**Elliot M. Kaplan**. Mr. Kaplan has served as a director of Infinity since July 2004. Mr. Kaplan hasbeen a practicing attorney with Daniels & Kaplan, P.C., Attorneys at Law since 1994, specializingin corporate
 

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strategizing. From 1991 to 1993, Mr. Kaplan practiced law with the firm of Berman, DeLeve, Kuchan& Champan, with DeWitt, Zeldin & Bigus from 1990 to 1991 and with Husch, Eppenberger, Donahue,Cornfield & Jenkins from 1985 to 1990. From 1983 to 1985, Mr. Kaplan served as Vice President,Assistant General Counsel and Assistant Secretary of Air One, Inc. Mr. Kaplan currently serves asa director of Digital Ally, Inc. Mr. Kaplan received his Bachelor of Arts degree from AntiochUniversity in 1978 and his J.D. and M.B.A. degrees from Whittier College in 1982.**Robert O. Lorenz**. Mr. Lorenz has been a director of Infinity since January 2004. Mr. Lorenz is aformer audit partner of Arthur Andersen LLP. He served as the managing partner of the ArthurAndersen Oklahoma City office beginning in 1994 and as the managing partner of the Oklahomapractice beginning in 2000. He retired from Arthur Andersen in 2002. He currently serves as adirector of Kerr-McGee Corp., OGE Energy Corp and Panhandle Royalty Company. Mr. Lorenz received abachelor’s degree in business administration from Ohio University in 1969.**Leroy C. Richie**. Mr. Richie has been a director of Infinity since June 1999. Since September2000, he has been Chairman and Chief Executive Officer of Q Standards World Wide, Inc. From April1999 to August 2000, he was President of Capitol Coating Technologies, Inc. From September 1998 toApril 1999 he was President of Intrepid World Communications. From January 1998 to September 1998,Mr. Richie reviewed business opportunities and served as Chairman of H.P. Devco and Vice Chairmanof Detroit Economic Growth Corp. and Detroit Medical Center. Mr. Richie was formerly VicePresident of Chrysler Corporation and General Counsel for automotive legal affairs, where hedirected all legal affairs for that company’s automotive operations from 1986 to 1997. Beforejoining Chrysler, he served as director of the New York office of the Federal Trade Commission. Hecurrently serves as a director of Kerr-McGee Corp., J.W. Seligman & Co. and Digital Ally, Inc. Mr.Richie received a B.A. degree from City College of New York and a J.D. degree from the New YorkUniversity School of Law.**Stephen D. Stanfield.**Mr. Stanfield has been Senior Vice President, Oil Field Services of InfinityEnergy Resources, Inc. since June 2004. He also served as the Chief Operating Officer ofConsolidated Oil Well Services, Inc., a wholly-owned subsidiary of Infinity Energy Resources, Inc.,from October 2000 to March 2004, when he was promoted to President of Consolidated Oil WellServices, Inc. Prior to joining Infinity, Mr. Stanfield was an Assistant Manager with CrudeMarketing Inc. from February 2000 to October 2000. Crude Marketing Inc. buys, transports and sellscrude oil in eastern Kansas and northeastern Oklahoma. From 1990 to February 2000, Mr. Stanfieldwas employed with EOTT Energy, which was based in Houston, Texas. Mr. Stanfield served asOperations Coordinator for the Mid-Continent Region and was responsible for coordinating crude oiltransportation in a nine state area. Mr. Stanfield began his career in the oil and gas industry in1981 with American Fracmaster Inc., which was headquartered in Oklahoma City, Oklahoma. He servedas a Service Supervisor, Operations Manager, and Sales Representative at the company’s Chanute,Kansas and Bartlesville, Oklahoma facilities. He was employed with American Fracmaster Inc. untilit sold its eastern Kansas operation to Eastern Frac Inc., with which Mr. Stanfield remained until1988. Mr. Stanfield served with the United States Air Force from 1976 to 1980.**Timothy A. Ficker.**Mr. Ficker has been Infinity’s Vice President, Chief Financial Officer andSecretary since May 2005. From October 2003 through April 2005, Mr. Ficker served as an auditpartner in KPMG LLP’s Denver office, and from June 2002 through September 2003, he served as anaudit director for KPMG LLP. From September 1989 through June 2002, Mr. Ficker worked for ArthurAndersen LLP, as an audit partner since September 2001, where he served clients primarily in theenergy industry. Mr. Ficker is a certified public account and received a B.B.A. in Accounting fromTexas A&M University.**James W. Dean**. Mr. Dean has been Infinity’s Vice President, Strategic and Corporate Developmentsince March 2004. Prior to joining Infinity, Mr. Dean was an investment banker with First AlbanyCapital, Inc. from 2000 to 2004, with clients and transactional experience focused in the energyindustry,
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primarily related to oil and gas exploration and production. From 1996 to 2000, Mr. Dean workedfor Key Energy Services, Inc., most recently as Vice President of Financial Planning and Analysisand, prior to that, Manager of Financial Planning and Analysis. From 1991 to 1996, Mr. Dean workedin energy corporate finance for Rauscher Pierce Refsnes, Inc., now RBC Capital Markets, and workedfor Petrie Parkman & Co. in its mergers and acquisitions group in 1996. Mr. Dean began his careerin 1990 at Price Waterhouse in its tax department. Mr. Dean received a B.A. in economics andmanagerial studies from Rice University.     Infinity’s directors are elected to one year terms and once elected, hold office until thenext annual meeting of shareholders and until their successors are elected and qualified or untiltheir earlier death, resignation or removal. Infinity’s executive officers are elected each yearat the first board meeting following the annual meeting of the shareholders of Infinity.**Director Compensation**     Non-employee members of the board of directors receive a quarterly retainer of $6,000, andmeeting fees of $1,000 for attendance at each in-person meeting and $500 for participation in eachtelephonic meeting. In addition, the Chairman of the Audit Committee and the lead outside directoreach receive quarterly fees of $2,500 for serving in those roles. Directors are also entitled toreimbursement of reasonable travel expenses incurred by them in attending board meetings.**Lead Outside Director**     Leroy C. Richie serves as our lead outside director. In this capacity, Mr. Richie has frequentcontact with Mr. Tuell and other members of management on a broad range of matters. The Board ofDirectors has determined that Mr. Richie meets the NASDAQ standard for independence.**Committees**     *Audit Committee.*Infinity has an Audit Committee, comprised of Elliot M. Kaplan, Robert O.Lorenz, and Leroy C. Richie. Each member of the Audit Committee is independent as defined in theNASDAQ listing standards. The Audit Committee reviews Infinity’s financial reporting process, system ofinternal controls, audit process and process for monitoring compliance with applicable law and ourcode of conduct. The Audit Committee is also responsible for the engagement and evaluation of theperformance of our independent auditor.     The board of directors has adopted a written charter for the Audit Committee, a copy of whichis available on Infinity’s website at http://www.infinity-res.com. To access our corporategovernance materials, click on “Governance” and then click on “Committees.”     The board of directors has determined that Mr. Lorenz qualifies as an “Audit CommitteeFinancial Expert” as that term is defined in rules promulgated by the Securities and ExchangeCommission and that each member of the Audit Committee meets the financial sophisticationrequirements contained in the NASDAQ listing standards.     *Compensation Committee*. Infinity has a Compensation Committee, comprised of Messrs. Kaplan,Lorenz, and Richie. Each of the members of the Compensation Committee is independent as defined inthe NASDAQ listing standards. The responsibilities of the Compensation Committee includeevaluating the performance of and approving the compensation of the Chief Executive Officer,periodically reviewing and recommending compensation arrangements for other executive officers andadministering Infinity’s stock compensation plans.
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     The board of directors has adopted a charter for the Compensation Committee, a copy of whichis available on Infinity’s website at http://www.infinity-res.com. To access our corporategovernance materials, click on “Governance” and then click on “Committees.”     *Corporate Governance and Nominating Committee.*Our Corporate Governance and NominatingCommittee, which is comprised of Messrs. Kaplan, Lorenz, and Richie. Each of the members of theCommittee is independent as defined in the NASDAQ listing standards. The Corporate Governance andNominating Committee is responsible for selecting and evaluating potential board of directornominees, overseeing corporate governance issues and reviewing all matters pertaining to fees andretainers paid to directors for service on the board of directors or a board committee.     The board of directors has adopted a charter for the Corporate Governance and NominatingCommittee, a copy of which is available on Infinity’s website athttp://www.infinity-res.com. To access our corporate governance materials, click on“Governance” and then click on “Committees.”**Code of Ethics**     Infinity has adopted a code of ethics that applies to the directors, senior executive andfinancial officers, and other executive officers. In addition, Infinity has adopted a code ofethics and business conduct which applies to all employees. The code of ethics for directors andofficers and the code of ethics and business conduct for employees are available on Infinity’swebsite at http://www.infinity-res.com. To access our corporate governance materials,click on “Governance.”**Section 16(a) Beneficial Ownership Reporting Compliance**     Section 16(a) of the Securities Exchange Act of 1934 requires Infinity’s directors, executiveofficers and persons who own more than ten percent of a registered class of Infinity’s equitysecurities to file with the Securities and Exchange Commission initial reports of ownership andreports of changes in ownership of common stock and other equity securities of Infinity.Directors, executive officers and greater-than-ten-percent shareholders are required by Commissionregulations to furnish Infinity with copies of all Section 16(a) forms that they file.     Based solely on the written and oral representations of its directors and executive officersand a review of copies of Forms 3, 4 and 5 that were filed with the Commission, Infinity believesthat all filing requirements pursuant to Section 16(a) were complied with during 2005.**ITEM 11: EXECUTIVE COMPENSATION**     The following tables set forth information regarding executive compensation for Infinity’sPresident and Chief Executive Officer and each other executive officer who received compensation inexcess of $100,000 during the year ended December 31, 2005.
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**SUMMARY COMPENSATION TABLE**                               **Annual**  **Long-Term**      **Compensation**  **Compensation**                  **Other**  **Restricted**  **Securities**                  **Annual**  **Security**  **Underlying**  **All Other** **Name and Principal**     **Salary**  **Bonus**  **Compensation**  **Awards**  **Options**  **Compensation** **Position** **Year**  **($)**  **($)**  **($)**  **($)**  **(#)**  **($)** Stanton E. Ross  2005  $193,269  $27,900  $1,270(8)  —   60,000  $8,510(1)(7)Chairman (2)  2004  $162,500  $25,000  $2,050(8)  —   60,000  $7,555(1)(7)   2003  $110,000   —  $16,965(3)  —   —  $1,005(1)                             James A. Tuell  2005  $182,462  $25,000   —   —   90,000  $7,038(7)President and ChiefExecutive Officer (4)  2004  $143,308  $25,000   —   —   20,000  $3,240(7)                             Stephen D. Stanfield  2005  $134,865  $30,000  $2,250(8)  —   45,000  $5,168(1)(7)Senior Vice President,  2004  $96,717  $20,000  $1,250(8)  —   35,000  $4,336(1)(7)Oilfield Services  2003  $81,417   —  $1,895(8)  —   —  $780(1)                             Timothy A. Ficker  2005  $107,308  $25,000   —   —   50,000   — Vice President, ChiefFinancial Officer andSecretary (5)                                                         James W. Dean  2005  $136,538  $27,500   —   —   40,000  $ 6,462(7)Vice President —Strategic andCorporate Development(6)  2004  $79,231  $25,000   —   —   20,000  $ 2,000(7) (1) Amount shown includes premiums paid of $1,005 and $780 on life insurance policies for thebenefit of Messrs. Ross and Stanfield, respectively. (2) Mr. Ross served as Chairman, President and Chief Executive Officer of Infinity until June2005 and served as Chairman after June 2005. (3) Amount shown includes $10,720 for personal use of company aircraft which was reported astaxable income.
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 (4) Mr. Tuell joined Infinity in February 2004 and was named President and Chief ExecutiveOfficer in June 2005. (5) Mr. Ficker joined Infinity in May 2005. (6) Mr. Dean joined Infinity in March 2004. (7) Amount shown includes employer matching contributions to Infinity’s 401(k) plan for thebenefit of Messrs. Ross, Tuell, Stanfield and Dean of $7,505, $7,038, $4,388, and $6,462,respectively, in 2005, and $6,550, $3,240, $3,556, and $2,000, respectively, in 2004. (8) Amount shown represents the taxable lease value attributed to personal use of Infinityvehicle by Messrs. Ross and Stanfield.**OPTION GRANTS IN LAST FISCAL YEAR**                               **Percent of**              **Number**  **Total**              **of**  **Options**          **Potential Realizable**   **Securities**  **Granted**          **Value at Assumed**   **Underlying**  **to**  **Individual Grants**  **Annual Rates of Share**   **Options**  **Employees**  **Exercise or Base**      **Price Appreciation for**   **Granted**  **In Fiscal**  **Price**  **Expiration**  **Option Term** **Name** **(#)**  **Year**  **($/Sh)**  **Date**  **5%($)**  **10%($)** Stanton E. Ross  20,000   3.8% $8.50   2/3/2015  $106,912  $270,936 Stanton E. Ross  40,000   7.5%  7.51   7/18/2015  $188,920  $478,760 James A. Tuell  30,000   5.7%  8.50   2/3/2015  $160,368  $406,404 James A. Tuell  60,000   11.3%  7.51   7/18/2015  $283,380  $718,140 Stephen D. Stanfield  20,000   3.8%  8.50   2/3/2015  $106,912  $270,936 Stephen D. Stanfield  25,000   4.7%  7.51   7/18/2015  $118,075  $299,225 Timothy A. Ficker  20,000   3.8%  7.80   5/16/2015  $98,108  $248,624 Timothy A. Ficker  30,000   5.7%  7.51   7/18/2015  $141,690  $359,070 James W. Dean  20,000   3.8%  8.50   2/3/2015  $106,912  $270,936 James W. Dean  20,000   3.8%  7.51   7/18/2015  $94,460  $239,380 
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**AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR**