U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB/A

       (Mark One)

         [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
              ACT OF 1934

              For fiscal year ended:  December 31, 2005
                                      -----------------

OR

         [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

              For the transition period from ____________ to ____________


         Commission file number  333-75956
                                 ---------

                                 NS8 Corporation
                         -------------------------------
        (Exact Name of Small Business Issuer As Specified In Its Charter)


         Delaware                                          13-4142621
         --------                                          ----------
 (State or Other Jurisdiction of                         (IRS Employer
  Incorporation or Organization)                        Identification No.)



                1420 Fifth Avenue, 22nd Floor, Seattle, WA 98101
          -------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                Issuer's Telephone Number (206) 521.5986
                                          ---------------------------

Securities registered under section 12(b) of the Act:  None
                                                       -----

Securities registered under section 12(g) of the Act:  None
                                                       -----

         Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

         Check whether the registrant (1) filed all reports required to be filed
by  section  13 or 15(d) of the  exchange  act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days.
Yes [X]  No [ ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this form 10-KSB
or any amendment to this form 10-KSB. [X]

         Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

         State registrant's revenues for its most recent fiscal year: $0.00
                                                                      ------
<PAGE>



         As of  September  15,  2006,  there  were  110,383,586  shares  of  the
registrant's  common stock,  par value $0.0001 issued and outstanding  including
7,090,722  unexchanged shares of CanOnline Global Media, Inc.  ("CGMI").  Of the
issued and outstanding common shares of the registrant, approximately 85,064,827
shares were held by  non-affiliates  of the  registrant.  All of the unexchanged
shares of CGMI are held by non-affiliates of the registrant. The market value of
securities held by non-affiliates is approximately  US$5,188,954 based on the
average  closing price of the  registrant's  common stock on September 15, 2006.
The market value of the unexchanged shares of CGMI is US$432,534 based on the
average  closing price of the  registrant's  common stock on September 15, 2006,
had the  unexchanged  shares be exchanged  into shares of the registrant on that
date.

Transitional small business disclosure format (check one):
Yes  [ ];   No  [x]

Documents Incorporated By Reference:  None
                                      -----


                                EXPLANATORY NOTE



NS8  Corporation  filed its original Annual Report on Form 10-KSB for the period
ended December 31, 2005 with the Securities and Exchange  Commission  ("SEC") on
April 17, 2006.  The following  items of that Annual Report are hereby  amended:
(i) Part 2, Item 8A (Controls and Procedures).




<PAGE>


                                NS8 CORPORATION

                             INDEX TO ANNUAL REPORT
                                DECEMBER 31, 2005

                                                                            Page
                                                                            ----
PART  II.  FINANCIAL  INFORMATION

     Item  8A.     Controls  and  Procedures                                  1


SIGNATURES                                                                    3



<PAGE>

ITEM 8A.CONTROLS AND PROCEDURES



The Company is required to maintain  disclosure controls and procedures that are
designed to ensure that  information  required  to be  disclosed  in its reports
under the Securities Exchange Act of 1934, as amended,  is recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and that such information is accumulated and communicated to management,
including the Company's  Chief  Executive  Officer  ("CEO") and Chief  Financial
Officer ("CFO") as appropriate,  to allow timely  decisions  regarding  required
disclosure.


As defined in the Securities  Exchange Act of 1934, as amended,  Rules 13a-15(e)
and 15d-15(e),  management,  under the supervision of the CEO and CFO, conducted
an evaluation of disclosure controls and procedures and have concluded that they
were not effective as of the end of the period covered by this report.


As described in "Management's Discussion and Analysis of Financial Condition and
Results  of  Operations,"  we have  restated  our  previously  issued  financial
statements  for the year ended  December 31, 2004, to reflect the  correction of
the classification of certain warrants and convertible  debentures as derivative
liabilities.

Our management  identified  material  weaknesses relating to clerical accounting
errors  on  November  22,  2005  in  connection  with a  review  by  our  former
independent  registered  accounting  firm. The weaknesses began on approximately
October 23, 2005 as a result of a change in accounting  personnel.  In addition,
in connection with the audit of our 2005 consolidated  financial statements,  we
discovered certain inaccuracies in our audited consolidated financial statements
for the year  ended  December  31,  2004.  Management  identified  the  material
weaknesses  during the  preparation  of the 2005  annual  financial  statements.
Subsequently,  on May 12,  2006  the  Company  decided  to  restate  its  annual
financial   statements  for  2004  and  all  of  its  quarterly  2005  financial
statements.  The  weaknesses  began when the Company began  issuing  warrants in
connection with consulting services and 2004 and 2005 Debentures.

During  the fourth  quarter of 2005 and the first and second  quarter of 2006 we
undertook certain  improvements to remediate material  weaknesses related to our
internal control over financial reporting, that originally affected our year-end
and  quarterly  filings  for  periods  ended  December  31,  2004 and 2005.  The
deficiencies and remedies were as follows:


         1. Lack of adequate segregation of duties and excessive workload of the
         Controller led to inaccuracies in data input and resulting errors.


                  During  the  first  quarter  of 2006,  we  replaced  part-time
                  accounting  support with a full-time  Accounting  Assistant to
                  allow further delegation of operating  activities,  previously
                  undertaken  by  Controller.  This has provided the  Controller
                  with  sufficient  time to focus  on  accounting  controls  and
                  financial reporting.


         2. Company  personnel  previously  had  insufficient  experience in the
         preparation of financial statements.


                  During the fourth quarter of 2005, we recruited personnel with
                  sufficient  experience  and skills in accounting and financial
                  reporting.  These new employees worked diligently to implement
                  improved internal controls over financial  reporting  starting
                  in of 2006.


         3. The review process of the financial  statements and the Management's
         Discussion   and  Analysis  of  Financial   Condition  and  Results  of
         Operations was flawed.


                  To enhance internal controls over financial reporting,  during
                  the second quarter of 2006, we adopted review checklists which
                  were  created  in  accordance  with  SEC  guidelines,  thereby
                  rectifying the flawed review process by alerting the reviewers
                  of deficiencies prior to the filing of financial statements.

In  addition,  beginning  in the  fourth  quarter  of 2006,  we  began  actively
utilizing our outside  consultants to continually oversee the preparation of our
financial statements and other SEC filings.





                                       4
<PAGE>

ITEM 6. EXHIBITS





     31.1 Section  13(a)-14(a)/15(d)-14(a)   Certification  of  Chief  Executive
          Officer

     31.2 Section 13(a)-14(a)/15(d)-14(a) Chief Financial Officer

     32.1 Section 1350 Certification of Chief Executive Officer

     32.2 Section 1350 Certification of Chief Financial Officer




                                       5
<PAGE>


                                   SIGNATURES





         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,  hereunto duly
authorized.



                                 NS8 Corporation



Dated:  October 24, 2006          By:  /s/ Anthony J. Alda
                                    ------------------------------
                                    Anthony J. Alda, Chairman of the Board
                                    and CEO (Principal Executive Officer)





Dated:  October 24, 2006          By:  /s/ Ricardo Rosado
                                    ------------------------------
                                    Ricardo Rosado, Chief Financial Officer
                                    (Principal Accounting Officer)