**U.S.SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-KSB/A**

 

**Amendment No. 1**

 

**AnnualReport Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934**

** **

**For the Fiscal Year Ended December 31,2005**

 

**Commission File Number 1-13463**

 

**BIO-KEYINTERNATIONAL, INC.**

(Name of small business issuer in its charter)

 
| **DELAWARE**                                                    | ** ** | **41-1741861**                       |
|-----------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of  Incorporation or organization) |       | (IRS Employer Identification Number) |

 

**3349 HIGHWAY 138, BUILDING D, SUITE B, WALL, NJ07719**

(Address of Principal Executive Offices) (Zip Code)

 

**(732) 359-1100**

Issuer’s telephone number, including area code.

 

Securities registered pursuant toSection 12(b) of the Act:

 
| **Title  of Each Class**                  | ** ** | **Name  of Exchange on which Registered** |
|-------------------------------------------|------------|-------------------------------------------|
| Common Stock, $0.0001 par value per share |       | None                                      |

 

Securities registered underSection 12(g) of the Exchange Act

**None**

 

Check whether the issuer is not required to file reports pursuant toSection 13 or 15(d) of the Exchange Act. o

 

Check whether the issuer(1) filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the preceding 12 months (or for suchshorter 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 ý    No o

 

Check if there is nodisclosure of delinquent filers in response to Item 405 of Regulation S-Bcontained in this form, and no disclosure will be contained, to the best ofregistrants knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-KSB or anyamendment to this form 10-KSB. ý

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).

Yes o   No ý

 

State issuer’s revenues forits most recent fiscal year: $14,226,095

 

The aggregate market valueof the voting and non-voting common equity held by non-affiliates of theregistrant based on the closing sale price of the registrant’ common stock asreported on the OTC Bulletin Board on March 15, 2006 was $23,132,637. Theinformation provided shall in no way be construed as an admission that anyperson whose holdings are excluded from the figure is an affiliate or that anyperson whose holdings are included in the figure is not an affiliate, and anysuch admission is hereby disclaimed. The information provided is solely for therecord keeping purposes of the Securities and Exchange Commission.

 

As of March 15, 2006,48,036,983 shares of the registrant’s common stock were outstanding.

 

Transitional Small BusinessDisclosure Formats (check one):

 

Yes o   No ý

 

**DOCUMENTS INCORPORATED BY REFERENCE – NONE**

 

 

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**EXPLANATORYNOTE**

 

This Amendment on Form 10-KSB/A constitutesAmendment No. 1 to the registrant’s Annual Report on Form 10-KSB for the periodended December 31, 2005, which was filed with the Securities and ExchangeCommission on March 30, 2006 (the “Original Report”). The solepurpose of this Amendment No. 1 is to amend the exhibits to the Original Reportto correct certain typographical errors and to add Certification exhibits forone of the registrant’s Co-Chief Executive Officers, which exhibits were signedat the time the Original Report was filed, but were inadvertently excluded fromthat filing. Except as corrected hereby, this Form 10-KSB/A does notamend, update or change any other information contained in the Original Report.

 

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TABLE OF CONTENTS

 
|    |   | PART I                                                                                                            |   |   |
|---------|--------|-------------------------------------------------------------------------------------------------------------------|--------|--------|
|    |   |                                                                                                              |   |   |
| Item 1. |   | Description of Business                                                                                           |   |   |
| Item 2  |   | Description of Property                                                                                           |   |   |
| Item 3  |   | Legal Proceedings                                                                                                 |   |   |
| Item 4  |   | Submission of Matters to a Vote of Security Holders                                                               |   |   |
|    |   |                                                                                                              |   |   |
|    |   | PART II                                                                                                           |   |   |
|    |   |                                                                                                              |   |   |
| Item 5  |   | Market for Common Equity and Related Stockholder Matters                                                          |   |   |
| Item 6  |   | Management’s Discussion and Analysis or Plan of Operation                                                    |   |   |
| Item 7  |   | Financial Statements                                                                                              |   |   |
| Item 8  |   | Changes in and Disagreements with Accountants on Accounting and  Financial Disclosure                             |   |   |
| Item 8A |   | Controls and Procedures                                                                                           |   |   |
| Item 8B |   | Other Information                                                                                                 |   |   |
|    |   |                                                                                                              |   |   |
|    |   | PART III                                                                                                          |   |   |
|    |   |                                                                                                              |   |   |
| Item 9  |   | Directors, Executive Officers, Promoters and Control Persons;   Compliance with Section 16(a) of the Exchange Act |   |   |
| Item 10 |   | Executive Compensation                                                                                            |   |   |
| Item 11 |   | Security Ownership of Certain Beneficial Owners and Management and  Related Stockholder Matters                   |   |   |
| Item 12 |   | Certain Relationships and Related Transactions                                                                    |   |   |
| Item 13 |   | Exhibits (1)                                                                                                      |   |   |
| Item 14 |   | Principal Accountant Fees and Services                                                                            |   |   |
|    |   | Signatures  (1)                                                                                                   |   |   |

 

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(1) Included herewith in Amendment No. 1 to 10-KSB previously filed on March 30, 2006.

 

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**ITEM 13. EXHIBITS**

** **

(a)   Thefollowing documents are filed as part of this Report. Portions of Item 13 aresubmitted as separate sections of this Report:

 
|   | (1) Financial statements  filed as part of this Report:                                                               |
|--------|-----------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                  |
|   | Report of Independent Certified Public Accountants                                                                    |
|   |                                                                                                                  |
|   | Balance Sheets at December 31, 2005 and 2004 and 2003                                                                 |
|   |                                                                                                                  |
|   | Statements of Operations—Years ended December 31, 2005, 2004 and 2003                                            |
|   |                                                                                                                  |
|   | Statement of Stockholders’ Equity (Deficit)—Years ended December 31,  2005, 2004 and 2003                   |
|   |                                                                                                                  |
|   | Statements of Cash Flows—Years ended December 31, 2005, 2004 and 2003                                            |
|   |                                                                                                                  |
|   | Notes to Financial Statements—December 31, 2005, 2004 and 2003                                                   |
|   |                                                                                                                  |
|   | (2) The exhibits listed in  the Exhibits Index immediately preceding such exhibits are filed as part of  this Report. |

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 
|                      |   | BIO-KEY  INTERNATIONAL, INC. |
|---------------------------|--------|-----------------------------------|
| Date: April 11, 2006 |   | By:                               |   | /s/   MICHAEL W. DEPASQUALE |   |
|                      |   |                              |   | Michael W. DePasquale |   |
|                      |   |                              |   | Co-CHIEF EXECUTIVE OFFICER |   |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed below by the following persons on behalf of the Registrant and inthe capacities on the dates indicated.

 
| **Signature**                         | ** ** | **Title**                                                          | ** ** | **Date**       |
|---------------------------------------|------------|--------------------------------------------------------------------|------------|----------------|
| /s/   MICHAEL W. DEPASQUALE |       | Co-Chief Executive Officer  and Director                           |       | April 11, 2006 |
| Michael W. DePasquale                 |       |                                                               |       |           |
|                                  |       |                                                               |       |           |
| /s/   FRANCIS J. CUSICK     |       | Chief Financial Officer,  Principal Accounting Officer             |       | April 11, 2006 |
| Francis J. Cusick                     |       |                                                               |       |           |
| /s/   THOMAS J. COLATOSTI   |       | Co-Chief Executive Officer  and Chairman of the Board of Directors |       | April 11, 2006 |
| Thomas J. Colatosti                   |       |                                                               |       |           |
| /s/   JEFFREY J. MAY        |       | Director                                                           |       | April 11, 2006 |
| Jeffrey J. May                        |       |                                                               |       |           |
| /s/   CHARLES P. ROMEO      |       | Director                                                           |       | April 11, 2006 |
| Charles P. Romeo                      |       |                                                               |       |           |
| /s/   JOHN SCHOENHERR       |       | Director                                                           |       | April 11, 2006 |
| John Schoenherr                       |       |                                                               |       |           |

 

5

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**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | **Description**                                                                                                                                                                                                                              |
|----------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1(1)               |       | Agreement and Plan of  Merger dated as of March 30, 2004 by and among BIO-key  International, Inc., BIO-key Acquisition Corp., Public Safety  Group, Inc. (“PSG”) and each of the shareholders of PSG               |
| 2.2(2)               |       | Asset Purchase Agreement  dated as of August 16, 2004 by and among BIO-key  International, Inc., Aether Systems, Inc., Cerulean  Technologies, Inc. and SunPro, Inc.                                                |
| 2.3(3)               |       | Agreement and Plan of  Merger dated as of December 30, 2004 by and among BIO-key  International, Inc., a Delaware corporation, and BIO-key  International, Inc., a Minnesota corporation                                      |
| 3.1(3)               |       | Certificate of  Incorporation of BIO-key International, Inc., a Delaware corporation                                                                                                                                                    |
| 3.2(3)               |       | Certificate of Designation  of Series A 7% Convertible Preferred Stock of BIO-key  International, Inc., a Delaware corporation                                                                                                     |
| 3.3(3)               |       | By-Laws of BIO-key  International, Inc., a Delaware corporation                                                                                                                                                                         |
| 3.4 (19)             |       | Certificate of Amendment of Certificate of Incorporation of BIO-key  International, Inc., a Delaware corporation                                                                                                                        |
| 3.5 (16)             |       | Certificate of Designation of the Series B Convertible Preferred  Stock of the Company                                                                                                                                                  |
| 4.1(4)               |       | Specimen certificates for  shares of BIO-key International, Inc. common stock                                                                                                                                                           |
| 10.1(4)              |       | SAC  Technologies, Inc. 1996 Stock Option Plan                                                                                                                                                                                          |
| 10.2(5)              |       | Amendment No. 1 to  the SAC Technologies, Inc. 1996 Stock Option Plan                                                                                                                                                              |
| 10.3(5)              |       | SAC  Technologies, Inc. 1999 Stock Option Plan                                                                                                                                                                                          |
| 10.4(6)              |       | Warrant issued to The  Shaar Fund Ltd.                                                                                                                                                                                                       |
| 10.5(6)              |       | Security Interest Provisions                                                                                                                                                                                                                 |
| 10.6(6)              |       | Employment Agreement by  and between BIO-key International, Inc. and Mira LaCous dated  November 20, 2001                                                                                                                          |
| 10.7(6)              |       | Option to Purchase 140,000  Shares of Common Stock issued to Mira LaCous                                                                                                                                                                     |
| 10.8(9)              |       | Option to Purchase 150,000  Shares of Common Stock issued to Thomas J. Colatosti                                                                                                                                                             |
| 10.9(9)              |       | Non-Qualified Stock Option  Agreement under the registrant’s 1999 Stock Incentive Plan to Purchase  200,000 Shares of Common Stock issued to Thomas J. Colatosti                                                                        |
| 10.10(9)             |       | Employment Agreement by  and between BIO-key International, Inc. and Michael W. DePasquale dated  January 3, 2003                                                                                                                  |
| 10.11(9)             |       | Option to Purchase 580,000  Shares of Common Stock issued to Michael W. DePasquale                                                                                                                                                           |
| 10.12(9)             |       | Note Purchase Agreement  dated January 27, 2003                                                                                                                                                                                         |
| 10.13(9)             |       | Secured Convertible  Promissory due June 30, 2004                                                                                                                                                                                       |
| 10.14(9)             |       | Option to Purchase 200,000  Shares of Common Stock issued to Charles P. Romeo                                                                                                                                                                |
| 10.15(7)             |       | Amendment No. 1 to  Note Purchase Agreement dated October 31, 2003 by and between BIO-key  International, Inc. and The Shaar Fund Ltd.                                                                                        |
| 10.16(7)             |       | Securities Exchange  Agreement dated March 3, 2004 by and between BIO-key  International, Inc. and The Shaar Fund Ltd.                                                                                                             |
| 10.17(7)             |       | Registration Rights  Agreement dated March 3, 2004 by and between BIO-key  International, Inc. and The Shaar Fund Ltd.                                                                                                             |
| 10.18(7)             |       | Secured Convertible  Promissory Note due October 31, 2005 in the principal amount of up to  $2,125,000                                                                                                                                  |
| 10.19(7)             |       | Secured Convertible  Promissory Note due October 31, 2005 in the principal amount of up to  $375,000                                                                                                                                    |
| 10.20(7)             |       | Option to Purchase 500,000  Shares of Common Stock issued to Michael W. DePasquale                                                                                                                                                           |
| 10.21(7)             |       | Option to Purchase 150,000  Shares of Common Stock issued to Thomas J. Colatosti                                                                                                                                                             |
| 10.22(7)             |       | Option to Purchase 50,000  Shares of Common Stock issued to Thomas J. Colatosti                                                                                                                                                              |
| 10.23(7)             |       | Option to Purchase 50,000  Shares of Common Stock issued to Jeff May                                                                                                                                                                         |
| 10.24(7)             |       | Option to Purchase 50,000  Shares of Common Stock issued to Charles Romeo                                                                                                                                                                    |
| 10.25(7)             |       | Option to Purchase 300,000  Shares of Common Stock issued to Randy Fodero                                                                                                                                                                    |
| 10.26(10)            |       | Amendment Agreement dated  March 30, 2004 by and between BIO-key International, Inc. and The  Shaar Fund Ltd.                                                                                                                      |
| 10.27(11)            |       | Securities Purchase  Agreement dated as of March 31, 2004 (the “March Securities  Purchase Agreement”) by and among BIO-key International, Inc. and each  of the Purchasers named therein                           |
| 10.28(11)            |       | Form of Warrant  issued by BIO-key International, Inc. pursuant to the  March Securities Purchase Agreement                                                                                                                   |
| 10.29(2)             |       | Securities Purchase  Agreement dated as of September 29, 2004 (the “Laurus Securities Purchase  Agreement”) by and between BIO-key International, Inc., Laurus Master  Fund, Ltd. and the other Purchasers party thereto |
| 10.30(2)             |       | Form of Secured  Convertible Term Note issued by BIO-key International, Inc. pursuant to  the Laurus Securities Purchase Agreement                                                                                                 |
| 10.31(2)             |       | Form of Common Stock  Purchase Warrant issued by BIO-key International, Inc. pursuant to the  Laurus Securities Purchase Agreement                                                                                                 |
| 10.32(2)             |       | Master Security Agreement  dated as of September 29, 2004 by and between BIO-key International, Inc.,  Public Safety Group, Inc. and Laurus Master Fund, Ltd., as Collateral  Agent                                           |
| 10.33(2)             |       | Subsidiary Guaranty dated  as of September 29, 2004 made by Public Safety Group, Inc. in favor  of Laurus Master Fund, Ltd. and the other Purchasers party thereto                                                                 |
| 10.34(2)             |       | Stock Pledge Agreement  dated as of September 29, 2004 by and between BIO-key International, Inc.  and Laurus Master                                                                                                               |

 

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|      |   | Fund, Ltd. and the other  Purchasers party thereto                                                                                                                                                                                                                                                    |
|-----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.35(2)  |   | Registration Rights  Agreement dated as of September 29, 2004 by and between BIO-key  International, Inc., Laurus Master Fund, Ltd. and the other Purchasers  party thereto                                                                                                                 |
| 10.36(2)  |   | Securities Purchase  Agreement dated as of September 29, 2004 (the “Shaar Securities Purchase  Agreement”) by and between BIO-key International, Inc., The Shaar Fund,  Ltd. and the other Purchasers party thereto                                                               |
| 10.37(2)  |   | Form of Convertible  Term Note issued by BIO-key International, Inc. pursuant to the Shaar  Securities Purchase Agreement                                                                                                                                                                   |
| 10.38(2)  |   | Form of Common Stock  Purchase Warrant issued by BIO-key International, Inc. pursuant to the                                                                                                                                                                                                |
|      |   | Shaar Securities Purchase  Agreement                                                                                                                                                                                                                                                                  |
| 10.39(2)  |   | Registration Rights  Agreement dated as of September 29, 2004 by and between BIO-key  International, Inc., The Shaar Fund, Ltd. and the other Purchasers party  thereto                                                                                                                     |
| 10.40(2)  |   | Intercreditor Agreement  dated as of September 30, 2004 by and among Laurus Master Fund, Ltd.,  individually and as Collateral Agent, Aether Systems, Inc., Public  Safety Group, Inc. and BIO-key International, Inc.                                                            |
| 10.41(2)  |   | Subordination and  Intercreditor Agreement dated as of September 30, 2004 by and among  Laurus Master Fund, Ltd., as Collateral Agent, The Shaar Fund, Ltd., as  Purchaser Agent, Aether Systems, Inc., Public Safety Group, Inc.  and BIO-key International, Inc.                |
| 10.42(2)  |   | Subordinated Secured  Promissory Note dated September 30, 2004 issued by BIO-key  International, Inc. and Public Safety Group, Inc. in favor of  Aether Systems, Inc.                                                                                                             |
| 10.45(12) |   | Option to Purchase 300,000  shares of common stock issued to Kenneth Souza                                                                                                                                                                                                                            |
| 10.46(12) |   | Employment Agreement dated  as of October 4, 2004 by and between BIO-key International, Inc.  and Kenneth Souza                                                                                                                                                                             |
| 10.47(12) |   | Option to Purchase 50,000  shares of common stock issued to Richard Gaddy                                                                                                                                                                                                                             |
| 10.48(12) |   | BIO-key  International, Inc. 2004 Stock Incentive Plan                                                                                                                                                                                                                                           |
| 10.49(12) |   | Warrant to purchase 10,000  shares of Common Stock issued to Krieger & Prager LLP on  November 26, 2001                                                                                                                                                                                 |
| 10.50(12) |   | Warrant to purchase  100,000 shares of Common Stock issued to The November Group Ltd. on  July 14, 2004                                                                                                                                                                                     |
| 10.51(12) |   | Warrant to purchase  230,000 shares of Common Stock issued to Jesup & Lamont Securities  Corp. on March 31, 2004                                                                                                                                                                        |
| 10.52(12) |   | Warrant to purchase  105,000 shares of Common Stock issued to Douglass Bermingham on  March 31, 2004                                                                                                                                                                                             |
| 10.53(12) |   | Warrant to purchase 60,000  shares of Common Stock issued to Mason Sexton on March 31, 2004                                                                                                                                                                                                      |
| 10.54(12) |   | Warrant to purchase 22,000  shares of Common Stock issued to David Moss on March 31, 2004                                                                                                                                                                                                        |
| 10.55(12) |   | Warrant to purchase 22,000  shares of Common Stock issued to Patrick Gaynes on March 31, 2004                                                                                                                                                                                                    |
| 10.56(12) |   | Warrant to purchase 5,000  shares of Common Stock issued to Tom DuHamel on March 31, 2004                                                                                                                                                                                                        |
| 10.57(13) |   | Option to Purchase 155,000 shares of common stock issued to Francis J  Cusick                                                                                                                                                                                                                         |
| 10.58(13) |   | Option to Purchase 50,000 shares of common stock issued to Charles P.  Romeo                                                                                                                                                                                                                          |
| 10.59(14) |   | Securities Purchase Agreement, dated as of June 8, 2005, by and  between the Company and Laurus Fund, Ltd.                                                                                                                                                                                       |
| 10.60(14) |   | Common Stock Purchase Warrant issued pursuant to the Securities  Purchase Agreement, dated as of June 8, 2005, by and between the Company  and the Laurus Master Fund, Ltd.                                                                                                                      |
| 10.61(14) |   | Secured Convertible Term Note issued pursuant to the Securities  Purchase Agreement, dated as of June 8, 2005, by and between the Company  and Laurus Master Fund, Ltd.                                                                                                                          |
| 10.62(14) |   | Registration Rights Agreement, dated as of June 8, 2005, by and  between the Company and Laurus Fund, Ltd.                                                                                                                                                                                       |
| 10.63(14) |   | Securities Purchase Agreement, effective as of May 31, 2005, by  and among the Company, The Shaar Fund, Ltd. and the other pursuant that are a  party thereto                                                                                                                                    |
| 10.64(14) |   | Form of Common Stock Purchase warrant issued pursuant to the  Securities Purchase Agreement, effective as of May 31, 2005, by and  among the Company, The Shaar Fund, Ltd. and the other purchasers that are a  party thereto                                                               |
| 10.65(14) |   | Form of Convertible Term Note issued pursuant to the Securities  Purchase Agreement, effective as of May 31, 2005, by and among the  Company, The Shaar Fund, Ltd. and the other purchasers that are a party  thereto                                                                       |
| 10.66(14) |   | Registration Rights Agreement, effective as of May 31, 2005, by  and among the Company, The Shaar Fund, Ltd., Jesup & Lamont and the  other purchasers that are a party thereto                                                                                                         |
| 10.67(15) |   | Amendment and Waiver, dated as of August 31, 2005, by and  between the Company and Laurus Master Fund, Ltd.                                                                                                                                                                                      |
| 10.68(15) |   | Amendment and Waiver, dated as of August 31, 2005, by and  between the Company and The Shaar Fund, Ltd.                                                                                                                                                                                          |
| 10.69(15) |   | Amendment and Waiver, dated as of August 31, 2005, by and between  the Company and Longview Special Finance                                                                                                                                                                                      |
| 10.70(15) |   | Amendment and Waiver, dated as of August 31, 2005, by and  between the Company and Etienne Des Roys                                                                                                                                                                                              |
| 10.71(15) |   | Amendment and Waiver, dated as of August 31, 2005, by and  between the Company and Eric Haber                                                                                                                                                                                                    |
| 10.72(15) |   | Amendment and Waiver, dated as of August 31, 2005, by and  between the Company and Investors Management Corporation                                                                                                                                                                              |
| 10.73(15) |   | Amendment and Waiver, dated as of August 31, 2005, by and  between the Company and The Tocqueville Fund                                                                                                                                                                                          |
| 10.74(15) |   | Amendment and Waiver, dated as of August 31, 2005, by and  between the Company and The Tocqueville Amerique Value Fund                                                                                                                                                                           |
| 10.75(15) |   | Registration Rights Agreement, dated as of August 31, 2005, by  and among the Company, Laurus Master Fund, Ltd., The Shaar Fund, Ltd.,  Longview Special Finance, Etienne Des Roys, Eric Haber, Investors Management  Corporation, The Tocqueville Fund and The Tocqueville Amerique Value Fund. |
| 10.76(16) |   | Amendment and Waiver, dated as of January 23, 2006, by and  between the Company and Laurus Master Fund, Ltd.                                                                                                                                                                                     |
| 10.77(16) |   | Registration Rights Agreement, dated as of January 23, 2006, by  and between the Company and Laurus Master Fund, Ltd.                                                                                                                                                                            |

 

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| 10.78(16) |   | Amendment and Waiver, dated as of January 23, 2006, by and among  the Company and the holders of Subordinated Convertible Promissory Notes of  the Company                                                                        |
|-----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.79(16) |   | Securities Purchase Agreement, dated as of January 23, 2006, by  and among the Company, The Shaar Fund Ltd., Longview Fund, L.P. and Longview  Special Finance                                                                    |
| 10.80(16) |   | Form of Convertible Term Note issued pursuant to the Securities  Purchase Agreement, dated as of January 23, 2006, by and among the  Company, The Shaar Fund Ltd., Longview Fund, L.P. and Longview Special  Finance         |
| 10.81(16) |   | Form of Common Stock Purchase Warrant issued pursuant to the  Securities Purchase Agreement, dated as of January 23, 2006, by and  among the Company, The Shaar Fund Ltd., Longview Fund, L.P. and Longview  Special Finance |
| 10.82(16) |   | Registration Rights Agreement, dated as of January 23, 2006 by  and among the Company, The Shaar Fund, Ltd., Longview Fund, L.P. and Longview  Special Finance                                                                    |
| 10.83(16) |   | Amendment No. 1 to Subordinated Secured Promissory Note, dated  as of January 23, 2006, by and between the Company and Aether  Systems, Inc.                                                                            |
| 10.84(17) |   | Compensation Agreement by and between the Company and Thomas J.  Colatosti dated February 7, 2006                                                                                                                                 |
| 10.85(18) |   | Employment Agreement by and between the Company and Michael  DePasquale dated March 28, 2006                                                                                                                                      |
| 10.86(20) |   | Form of Option Agreement used to grant a total of 400,000  options to Purchase common stock to Francis J. Cusick, Michael W. DePasquale,  Randy Fodero, and Kenneth S. Saiza                                                      |
| 21.1(12)  |   | List of subsidiaries of  BIO-key International, Inc.                                                                                                                                                                              |
| 23.1(20)  |   | Consent of DS&B, Ltd.                                                                                                                                                                                                              |
| 31.1(8)   |   | Certificate of CO-CEO of  Registrant required under Rule 13a-14(a) under the Securities  Exchange Act of 1934, as amended                                                                                                    |
| 31.2(8)   |   | Certificate of CO-CEO of  Registrant required under Rule 13a-14(a) under the Securities  Exchange Act of 1934, as amended                                                                                                    |
| 31.3(8)   |   | Certificate of CFO of  Registrant required under Rule 13a-14(a) under the Securities  Exchange Act of 1934, as amended                                                                                                       |
| 32.1(8)   |   | Certificate of CO-CEO of  Registrant required under Rule 13a-14(b) under the Securities  Exchange Act of 1934, as amended                                                                                                    |
| 32.2(8)   |   | Certificate of CO-CEO of  Registrant required under Rule 13a-14(b) under the Securities  Exchange Act of 1934, as amended                                                                                                    |
| 32.3(8)   |   | Certificate of CFO of  Registrant required under Rule 13a-14(b) under the Securities  Exchange Act of 1934, as amended                                                                                                       |

 

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(1)           Filed as an exhibit to the registrant’s currentreport on Form 8-K filed with the Securities and Exchange Commission onApril 14, 2004 and incorporated herein by reference.

 

(2)           Filed as an exhibit to the registrant’s current reporton Form 8-K filed with the Securities and Exchange Commission onOctober 5, 2004 and incorporated herein by reference.

 

(3)           Filed as an exhibit to the registrant’s currentreport on Form 8-K filed with the Securities and Exchange Commission onJanuary 5, 2005 and incorporated herein by reference.

 

(4)           Filed as an exhibit to the registrant’s registrationstatement on Form SB-2, File No. 333-16451 dated February 14,1997 and incorporated herein by reference.

 

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(5)           Filed as an exhibit to the registrant’s annual reporton Form 10-KSB filed with the Securities and Exchange Commission onApril 14, 2000 and incorporated herein by reference.

 

(6)           Filed as an exhibit to the registrant’s currentreport on Form 8-K filed with the Securities and Exchange Commission onNovember 26, 2001 and incorporated herein by reference.

 

(7)           Filed as an exhibit to the registrant’s annual reporton Form 10-KSB filed with the Securities and Exchange Commission onMarch 26, 2004 and incorporated herein by reference.

 

(8)           Filed herewith.

 

(9)           Filed as an exhibit to the registrant’s annual reporton Form 10-KSB filed with the Securities and Exchange Commission onMarch 31, 2003 and incorporated herein by reference.

 

(10)         Filed as an exhibit to the registrant’s registrationstatement on Form SB-2, File No. 333-115037 dated April 30, 2004and incorporated herein by reference.

 

(11)         Filed as an exhibit to the registrant’s current reporton Form 8-K filed with the Securities and Exchange Commission onApril 5, 2004 and incorporated herein by reference.

 

(12)         Filed as an exhibit to the registrant’s registrationstatement on Form SB-2, File No. 333-120104 dated October 29,2004 and incorporated herein by reference.

 

(13)         Filed as an exhibit to the registrant’s current reporton Form 8-K filed with the Securities and Exchange Commission onMarch 4, 2005 and incorporated herein by reference.

 

(14)         Filed as an exhibit to the registrant’s current reporton Form 8-K filed with the Securities and Exchange Commission onJune 14, 2005 and incorporated herein by reference.

 

(15)         Filed as an exhibit to the registrant’s current reporton Form 8-K filed with the Securities and Exchange Commission onSeptember 7, 2005 and incorporated herein by reference.

 

(16)         Filed as an exhibit to the registrant’s current reporton Form 8-K filed with the Securities and Exchange Commission onJanuary 25, 2006 and incorporated herein by reference.

 

(17)         Filed as an exhibit to the registrant’s current reporton Form 8-K filed with the Securities and Exchange Commission onFebruary 9, 2006 and incorporated herein by reference.

 

(18)         Filed as an exhibit to the registrant’s current reporton Form 8-K filed with the Securities and Exchange Commission onMarch 29, 2006 and incorporated herein by reference.

 

(19)         Filed as an exhibitto the registrant’s proxy statement filed with the Securities and ExchangeCommission on January 18, 2006 and incorporated herein by reference.

 

(20)         Previously filed.

 

9

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