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

                                 FORM 10-KSB/A-3

                                   (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 November  28,  2006,  there were  116,224,507  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  83,990,026  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$10,929,690  based on the
average closing price of the registrant's common stock on November 28, 2006. The
market  value  of the  unexchanged  shares  of CGMI is  US$850,887  based on the
average closing price of the registrant's common stock on November 28, 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

STATEMENT REGARDING THIS AMENDMENT

This Form  10-KSB/A  is being  filed to amend Form  10-KSB/A  for period  ending
December 31, 2005 originally  filed on April 17, 2006 and amended on October 24,
2006. Particularly, the Company has filed this amended Form 10-KSB/A-2 to:

o Revise the disclosures under Item 8A. Controls And Procedures

In order to preserve the nature and character of the  disclosures  as of October
24, 2006, except as specifically discussed in this Amendment No. 2 to the Annual
Report on Form 10-KSB/A, no attempt has been made in this amendment to modify or
update such  disclosures  for events which occurred  subsequent to the filing of
amendment No. 1 to the Annual Report on Form 10-KSB on October 24, 2006.



<PAGE>


                                 NS8 CORPORATION

                             INDEX TO ANNUAL REPORT
                                DECEMBER 31, 2005

                                                                           Page
                                                                           ----
PART II. FINANCIAL INFORMATION

     Item 8A. Controls and Procedures                                        4

SIGNATURES                                                                   8



<PAGE>


ITEM 8A.CONTROLS AND PROCEDURES

Evaluation of Disclosure 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," as filed in the 10-KSB/A filed October 24, 2006 we have
restated our previously issued financial  statements for the year ended December
31,  2004,  to reflect the  correction  of the  classification  of warrants  and
embedded put option on our convertible debentures as derivative liabilities.

Our management identified material weaknesses as follows:

     1.   Clerical  errors:  The  Company  discovered   weaknesses  relating  to
          calculation and rounding errors in the Company's financial  statements
          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.   The  errors  were  caused  by  the  Company's  undersized
          accounting  staff  and  lack  of  experience  in  preparing  financial
          statements and a failure to adequately plan an appropriate  time frame
          for preparing the financial  statements and  implementing an efficient
          review  by  the  Company's  management  of  the  financial  statements
          prepared by the Company's  staff.  Upon  discovering  these errors and
          analyzing  their root cause,  the Company  concluded  that many of the
          errors could have been avoided at the Controller  level and identified
          at the  management  level by simply  reconciling  the  amounts  in the
          financial  statements  for the period  ended  September  30, 2005 with
          financial statements from prior periods. The review process was flawed
          in that the Company's  Controller  failed to allocate  sufficient time
          for the proper  preparation  and review of the  financial  statements.
          There was also  insufficient  time for management to adequately review
          the financial statements.

     2.   Derivative  Liabilities:  In  connection  with  the  audit of our 2005
          consolidated financial statements,  we discovered  inaccuracies in our
          audited consolidated  financial statements for the year ended December
          31,  2004 in that the  Company  issued  warrants  in  connection  with
          consulting  services  and 2004 and 2005  Debentures  without  treating
          these   instruments  as  derivative   liabilities  as  required  under
          applicable  accounting   pronouncements.   Management  identified  the
          material weaknesses during the preparation of the financial statements
          for the year ended  December 31, 2005.  Subsequently,  on May 12, 2006
          the Company  decided to restate its annual  financial  statements  for
          2004 and all of its quarterly  2005  financial  statements to properly
          account for these derivative liabilities.


                                       4

<PAGE>

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.  For example,
inaccuracies in the balance sheet included:

     o    The accounts payable and accrued expenses at September 30, 2005 were
          initially reported as $868,562, but were actually $868,563.

     o    The total current  liabilities  at September  30, 2005 were  initially
          reported as $6,370,266, but were actually $6,370,864.

     o    The total liabilities at September 30, 2005 were initially reported as
          $6,657,499, but were actually $6,658,097.

     o    The accumulated  other  comprehensive  loss was initially  reported as
          $26,499, but was actually $26,500.


Inaccuracies in the Consolidated Statement of Operations included:

     o    Research and development expenses for the three months ended September
          30,  2005 were  initially  reported  as  $214,949,  but were  actually
          $203,269.

     o    General  and  administrative  expenses  for  the  three  months  ended
          September  30,  2005 were  initially  reported as  $737,397,  but were
          actually $749,078.

     o    Total operating expenses and,  accordingly,  the loss from operations,
          for the three months ended September 30, 2005 were initially  reported
          as $952,245, but were actually $952,347.

     o    Other  expense  for the three  months  ended  September  30,  2005 was
          initially reported as $1,636, but was actually $1,534.

     o    Interest  expense for the nine  months  ended  September  30, 2005 was
          initially reported as $1,021,848, but was actually $1,036,533.

     o    Total other income  (expense) for the three months ended September 30,
          2005 and for the nine months ended  September  30, 2005 was  initially
          reported as $279,963 and  $1,227,131,  respectively,  but was actually
          $279,861 and $1,241,816, respectively.

     o    Net loss for the nine months ended  September  30, 2005 was  initially
          reported as $6,230,566, but was actually $6,245,250.


Inaccuracies in the Consolidated Statements of Cash Flows included:

     o    Accounts  payable  and accrued  expenses  for the period from June 18,
          1999  (Inception)  to  September  30, 2005 was  initially  reported as
          $2,597,078, but was actually $2,596,679.

     o    Net cash used in  operating  activities  for the period  from June 18,
          1999  (Inception)  to  September  30,  2005  was  initially   reported
          $10,988,667, but was actually $10,989,066.

     o    Purchase of property and  equipment  for the period from June 18, 1999
          (Inception) to September 30, 2005 was initially  reported as $307,971,
          but was actually $321,971.

     o    Net cash used in  investing  activities  for the period  from June 18,
          1999  (Inception)  to  September  30, 2005 was  initially  reported as
          $307,971, but was actually $321,971.

During  the fourth  quarter of 2005 the  Company's  Controller  left  giving the
Company  a short  time  frame in which to find a  replacement.  Immediately  the
Company  engaged a personnel  agency  specializing  in accounting  personnel and
within a two-week  period,  before the first Controller left, the new Controller
assumed the role. The new Controller was  inexperienced  and overwhelmed in this
position. The new Controller did not have an assistant due to the Company's lack
of funds. In addition, as the quarter progressed, it became evident that the new
Controller was experiencing  difficulty  performing her duties.  Therefore,  the
Company  determined to engage outside financial  professionals to assist the new
Controller.  In December 2005, the Company offered the Controller  position to a
new person. On January 25, 2006 the previous Controller left the position.

                                       5
<PAGE>

On January 15, 2006 the new Controller commenced employment.  This person has an
Economics  degree and a Diploma in  Accounting  and is a fifth  level  Certified
General Accountant. Her prior experience includes work as a Senior Accountant at
one of the top accounting firms in Canada and as a Senior Analyst. This person's
job description includes the following tasks:

     o    Review the general ledger for the parent company and  subsidiaries  in
          both the US and Canada;
     o    Manage cash flow planning and budgets;
     o    Oversee the overall day to day banking requirements;
     o    Timely and accurate  preparation  and review of monthly and  quarterly
          financial reporting packages for senior management;
     o    Prepare  quarter-end  and  year-end  working  papers and  liaise  with
          external auditors; and
     o    Prepare and oversee reporting and compliance documents.

In addition,  on March 3, 2006 the Company hired an Accounting Assistant who has
several years experience in general accounting duties,  including  management of
accounts payable, accounts receivable and human resource accounting.

This person's job description includes the following tasks:

     o    Prepare the general ledger for the parent company and  subsidiaries in
          both the US and Canada;
     o    Accounts payable and receivable; Bank and Credit Card reconciliations;
     o    US and Canadian payroll;
     o    Assist in cash flow planning and budgets;
     o    Assist in timely and  accurate  preparation  and review of monthly and
          quarterly financial reporting packages for senior management;
     o    Assist in preparing  quarter-end  and  year-end  working  papers,  and
          various account reconciliations; and
     o    Assist in preparing and oversee reporting and compliance documents.

The Company has incurred  substantial  expenses in recruiting  new and qualified
personnel in the  accounting  department to remediate  deficiencies.  The dollar
value of the remediation was in excess of $26,000 in recruiting expenses.

Since  October  2005  the  discontinuity  of the  personnel  in  the  accounting
department  has caused some  difficulty in  determining  what, if any,  material
weaknesses  existed prior to January 2006.  In addition,  implementation  of the
remedies continues to be a work in progress.  Nevertheless, the Company believes
that the material  weaknesses  have already been  addressed and remedied for the
most part. The Company  believes that the remediation  process will be completed
by the end of fiscal 2006.

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

See above under 1.

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

See above under 1.

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.

Changes in Internal Controls
----------------------------

As discussed above under Evaluation of Disclosure Controls and Procedures, there
have been significant changes in our internal controls and procedures that could
significantly  affect those controls and procedures.  The Company  believes that
these changes will significantly enhance the quality of its financial reporting.

                                       6
<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


                                       7
<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:  December 4, 2006          By:  /s/ Anthony J. Alda
                                         ------------------------------
                                         Anthony J. Alda, Chairman of the Board
                                         and CEO (Principal Executive Officer)

  Dated:  December 4, 2006          By:  /s/ Ricardo Rosado
                                         ------------------------------
                                         Ricardo Rosado, Chief Financial Officer
                                         (Principal Accounting Officer)





                                       8