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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-KSB/A-1
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
  MakeMusic! Inc.
  Minnesota
(State or other jurisdiction of
incorporation or organization)
    
    41-1716250
(IRS Employer
Identification Number)
 (952) 937-9611
 
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 Yes þ No o
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 Yes o No þ
    DOCUMENTS INCORPORATED BY REFERENCE
  Yes o No þ




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TABLE OF CONTENTS  PART IIITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIESITEM 13.EXHIBITSSIGNATURESCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 906    Table of Contents  Explanatory Note: This Form 10-KSB Amendment is filed to amend and restate Part II, Item 5.
 
 PART II
 
 ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES
  2005
    
    
    2004High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    5.30
    
    
    $
    4.40
    
    
    $
    3.70
    
    
    $
    2.45Common
    
    Second Quarter
    
    
    4.90
    
    
    
    3.15
    
    
    
    4.40
    
    
    
    2.50Stock
    
    Third Quarter
    
    
    4.70
    
    
    
    3.37
    
    
    
    3.94
    
    
    
    3.00Fourth Quarter
    
    
    11.33
    
    
    
    3.01
    
    
    
    5.95
    
    
    
    3.06
   
 ITEM
13. EXHIBITS
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SIGNATURES
  MakeMusic, Inc.Dated:  March 17, 2006
    By:
    /s/ William R. WolffWilliam R. Wolff, Chief Executive Officer  3




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MAKEMUSIC, INC.
EXHIBIT INDEX FOR
FORM 10-KSB FOR 2005 FISCAL YEAR
 ExhibitNumber
    
    Description2.1
    
    Stock Purchase Agreement, dated August 11, 2000, by and among the Registrant,
Net4Music S.A. and certain shareholders of Net4Music S.A.  incorporated by
reference to Exhibit 2.1 to the Registrants Registration Statement on Form S-4,
Reg. No. 333-436602.2
    
    Put and Call Agreement entered into by the Registrant and certain shareholders and
option and warrant holders of Net4Music S.A.  incorporated by reference to
Exhibit 2.2 to the Registrants Registration Statement on Form S-4, Reg. No.
333-436602.3
    
    Shareholder Voting Agreement entered into by the Registrant and certain
shareholders of the Registrantincorporated by reference to Exhibit 2.3 to the
Registrants Registration Statement on Form S-4, Reg. No. 333-436603.1
    
    Restated Articles of Incorporation as amended  incorporated by reference to
Exhibit 3.1 to the Registrants Form 10-KSB for the year ended December 31, 20043.2
    
    Bylawsincorporated by reference to Exhibit 3.2 to the Registrants Form SB-2
Registration Statement, Reg. No. 33-92212C10.1
    
    Lease dated October 23, 1992, between the Registrant and Jorandcor,
Inc.incorporated by reference to Exhibit 10.1 to the Registrants Form SB-2
Registration Statement, Reg. No. 33-92212C10.2*
    
    1992 Stock Option Planincorporated by reference to Exhibit 10.3 to the
Registrants Form SB-2 Registration Statement, Reg. No. 33-92212C10.3
    
    License Agreement dated June 10, 1992, between the Registrant and Carnegie Mellon
University, including Amendments 1 and 2incorporated by reference to Exhibit
10.11 to the Registrants Form SB-2 Registration Statement, Reg. No. 33-92212C10.4
    
    License Agreement dated December 31, 1992, between the Registrant and Wenger
Corporationincorporated by reference to Exhibit 10.12 to the Registrants Form
SB-2 Registration Statement, Reg. No. 33-92212C10.5*
    
    Form of Nonqualified Stock Option Agreement for Options Granted Outside the 1992
Stock Option Planincorporated by reference to Exhibit 10.13 to the Registrants
Form SB-2 Registration Statement, Reg. No. 33-92212C10.6
    
    Educational Software Distribution Agreement dated July 26, 1991, between the
Registrant and The Douglas Stewart Companyincorporated by reference to Exhibit
10.17 to the Registrants Form SB-2 Registration Statement, Reg. No. 33-92212C10.7
    
    Amendment No. 3 to License Agreement between the Registrant and Carnegie Mellon
University dated August 28, 1996  incorporated by reference to Exhibit 10.1 to
the Registrants 10-QSB for the quarter ended September 30, 199610.8
    
    Second Amendment to Lease by and between Jorandcor, Inc. and the
Registrantincorporated by reference to Exhibit 10.14 to the Registrants Form
10-KSB for the year ended December 31, 199710.9
    
    Amendment No. 4 to License Agreement between the Registrant and Carnegie Mellon
University dated December 30, 1998  incorporated by reference to Exhibit 10.10
to the Registrants Form 10-KSB for the year ended December 31, 1998
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ExhibitNumber
    
    Description10.10
    
    Third Amendment to Lease by and between Jorandcor, Inc. and the Registrant 
incorporated by reference to Exhibit 10.1 to the Registrants Form 10-QSB for the
quarter ended March 31, 200010.11*
    
    Employment Agreement dated October 19, 2000 between the Registrant and John W.
Paulson  incorporated by reference to Exhibit 10.15 to the Registrants Form
10-KSB for the year ended December 31, 200010.12
    
    Fourth Amendment dated December 11, 2001 to Lease by and between Jorandcor, Inc.
and the Registrant  incorporated by reference to exhibit 10.12 to the
Registrants Form 10-KSB for the year ended December 31, 200210.13
    
    Fifth Amendment, dated January 23, 2003, to Lease by and between Jorandcor, Inc.
and the Registrant  incorporated by reference to exhibit 10.14 to the
Registrants Form 10-KSB for the year ended December 31, 200210.14
    
    MakeMusic! 2003 warrant for private placement at $3.20 issued February 28, 2003,
with list of amounts purchased by directors, officers and principal shareholders
 incorporated by reference to exhibit 10.15 to the Registrants Form 10-KSB for
the year ended December 31, 200210.15
    
    MakeMusic! 2003 warrant for private placement at $0.50 issued February 28, 2003,
with list of amounts purchased by directors, officers and principal shareholders
 incorporated by reference to exhibit 10.16 to the Registrants Form 10-KSB for
the year ended December 31, 200210.16*
    
    MakeMusic! 2003 Equity Incentive Plan, incorporated by reference to exhibit 10.17
to the Registrants Form 10-KSB for the year ended December 31, 2003(1)10.17*
    
    Employment Agreement dated June 9, 2004, between the Registrant and William R.
Wolff  incorporated by reference to Exhibit 10.18 to the Registrants Form
10-QSB for the quarter ended September 30, 200410.18*
    
    Transition Agreement and Release dated November 22, 2004, between the Registrant
and Philip Sean Lafleur  incorporated by reference to Exhibit 99.1 to the
Registrants Form 8-K filed on November 24, 200410.19*
    
    Board Compensation Plan effective October 1, 2004  December 31, 2005, between
the Registrant and all board members that do not represent more than 5% of
shareholders or are not otherwise compensated by the Company  incorporated by
reference to Exhibit 10.1 to the Registrants Form 8-K filed on February 8, 200510.20*
    
    Board Compensation Plan effective January 23, 2006(1)10.21*
    
    Form of Incentive Stock Option Agreement under the MakeMusic! 2003 Equity
Incentive Plan  incorporated by reference to Exhibit 10.21 to the Registrants
Form 10-KSB for the year ended December 31, 200410.22*
    
    Form of Nonqualified Stock Option Agreement under the MakeMusic! 2003 Equity
Incentive Plan  incorporated by reference to Exhibit 10.22 to the Registrants
Form 10-KSB for the year ended December 31, 200410.23*
    
    Form of Restricted Stock Agreement under the MakeMusic! 2003 Equity Incentive Plan
 incorporated by reference to Exhibit 10.23 to the Registrants Form 10-KSB for
the year ended December 31, 200423.1
    
    Consent of McGladrey & Pullen LLP, independent registered public accounting firm(1)24
    
    Power of Attorney (included on the Signatures page of this Form 10-KSB)(1)
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ExhibitNumber
    
    Description31.1
    
    Certification by Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification by Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification by Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002(1)32.2
    
    Certification by Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002(1)
 
 *
    
    Indicates a management contract or compensatory plan or arrangement required to be filed as an
exhibit to this Form 10-KSB.(1)
    
    Filed in original Form 10-KSB. 6