##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 COMMISSION FILE NUMBER: 000-28467
 TRINSIC, INC.
  DELAWARE
    
    59-3501119(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification Number)
 601 South Harbour Island Boulevard, Suite 220
Tampa, Florida 33602
 SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
  o þ
  þ o
  þ o
 o
  o þ
  o þ




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TABLE OF CONTENTS  Item 10. Directors and Executive OfficersItem 11. Executive CompensationItem 12. Security Ownorship Of Certain Beneficial Owners and Management and Related            Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEx-31.1 Section 302 CertificationEx-31.2 Section 302 CertificationEx-32.1 Section 906 CertificationEx-32.2 Section 906 Certification    Table of Contents    EXPLANATORY NOTE
   
 Item 10. Directors and Executive Officers
 DIRECTORS
 Directors Whose Present Terms Expire this Year
 Lawrence C. Tucker,
 Roy
Neel ,
 Directors Whose Present Terms Continue Until 2007
 Richard F. LaRoche, Jr.,




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W. Andrew Krusen, Jr.
 Directors Whose Present Terms Continue Until 2008
 Andrew C. Cowen
 Raymond L. Golden, 8,
 Arrangements as to Selection and Nomination of Directors
  EXECUTIVE OFFICERS
  Name
    
    Age
    
    PositionHorace J. Davis, III
    
    
    38
    
    
    Chief Executive OfficerEdward D. Moise, Jr.
    
    
    41
    
    
    Treasurer and Chief Financial OfficerMichael Slauson
    
    
    35
    
    
    President  Touch 1 Communications, Inc.
and Z-Tel Consumer Services, LLC; Senior
Vice-PresidentBusiness OperationsRonnie R. Bailey
    
    
    41
    
    
    Senior Vice President Sales and MarketingPaul T. Kohler
    
    
    37
    
    
    Chief Technology OfficerJohn K. Lines
    
    
    46
    
    
    General Counsel




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Horace J. Davis, III
 Edward D. Moise, Jr
 Michael Slauson
 Ronnie R. Bailey
 Paul T. Kohler
 John K. Lines
 Audit Committee




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Audit Committee Financial Expert
  Procedures for Recommending Nominees to the Board of Directors
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.trinsic.com
 
 Item 11. Executive Compensation
 Summary Compensation Table
  Long TermCompensationAwardsAnnual Compensation
    
    
    
    
    
    Shares
    
    All OtherSalary
    
    Bonus
    
    Restricted
    
    Underlying
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    Stock ($)
    
    Options (1)
    
    ($)(2)Executives in Office at December 31, 2005Horace J. Davis III
    
    
    2005
    
    
    
    300,000
    
    
    
    30,000
    
    
    
    88,000
    (3)
    
    
    
    
    
    
    Chief Executive Officer,
    
    
    2004
    
    
    
    238,461
    
    
    
    
    
    
    
    70,000
    (4)
    
    
    2,000
    
    
    
    2003
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    Ronnie R. Bailey
    
    
    2005
    
    
    
    176,019
    
    
    
    7,500
    
    
    
    19,800
    (5)
    
    
    
    
    
    
    Senior Vice-PresidentSales and
    
    
    2004
    
    
    
    150,961
    
    
    
    17,000
    
    
    
    
    
    
    
    600
    
    
    
    Marketing
    
    
    2003
    
    
    
    103,596
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    Michael Slauson
    
    
    2005
    
    
    
    200,000
    
    
    
    15,000
    
    
    
    19,800
    (6)President  Touch 1
Communications, Inc.
and Z-Tel Consumer Services, LLC;
    
    
    2004
    
    
    
    155,771
    
    
    
    
    
    
    
    70,000
    (7)
    
    
    2,000
    
    
    
    Senior
Vice-PresidentBusiness Operations
    
    
    2003
    
    
    
    150,002
    
    
    
    
    
    
    
    
    
    
    
    500
    
    
    
    




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Long TermCompensationAwardsAnnual Compensation
    
    
    
    
    
    Shares
    
    All OtherSalary
    
    Bonus
    
    Restricted
    
    Underlying
    
    CompensationName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    Stock ($)
    
    Options (1)
    
    ($)(2)Paul T. Kohler
    
    
    2005
    
    
    
    200,000
    
    
    
    15,000
    
    
    
    36,400
    (8)
    
    
    
    
    
    
    Chief Technology Officer
    
    
    2004
    
    
    
    125,774
    
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    2003
    
    
    
    103,775
    
    
    
    
    
    
    
    
    
    
    
    190
    
    
    
    John K. Lines
    
    
    2005
    
    
    
    119,230
    
    
    
    
    
    
    
    19,800
    (9)
    
    
    
    
    
    
    General Counsel
    
    
    2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2003
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Shares Underlying Options reflects a 5 for 1 reverse
stock split that took place in November 2004 and a 10
for 1 reverse stock split that took place in September
2005.(2)
    
    The aggregate amount of perquisites and other personal
benefits, securities or property received by each of the
Named Executive Officers was less than either $50,000 or
10% of the total annual salary and bonus reported for
that Named Executive Officer.(3)
    
    This amount is based upon a calculation of the number of
shares of restricted stock granted multiplied by the
closing per share market price of the stock on the date
of the grant. Mr. Davis received a grant of 40,000
shares on September 15, 2005 when the price per share
was $2.20. This amount would be $21,200 at December 31,
2005 based upon a closing price of $0.53. Both the
number of shares and the price per share are adjusted to
reflect a 10 for 1 reverse stock split that took place
in September 2005. These shares of restricted stock may
not be sold or transferred until they vest. One-third of
these shares of restricted stock vests on the first
anniversary of the grant. The remainder vests ratably
over the following 24 months. The holder of the
restricted stock will be entitled to any dividends that
might accrue on the shares.(4)
    
    This amount is based upon a calculation of the number of
shares of restricted stock granted multiplied by the
closing per share market price of the stock on the date
of the grant. Mr. Davis received a grant of 500 shares
on March 5, 2004 when the price per share was $140.00.
This amount would be $265 at December 31, 2005 based
upon a closing price of $0.53. Both the number of shares
and the price per share are adjusted to reflect a 5 for
1 reverse split that took place in November 2004 and a
10 for 1 reverse stock split that took place in
September 2005. These shares of restricted stock may not
be sold or transferred until they vest. One-third of
these shares of restricted stock vests on the first
anniversary of the grant. The remainder vests ratably
over the following 24 months. The holder of the
restricted stock will be entitled to any dividends that
might accrue on the shares.(5)
    
    This amount is based upon a calculation of the number of
shares of restricted stock granted multiplied by the
closing per share market price of the stock on the date
of the grant. Mr. Bailey received a grant of 9,000
shares on September 15, 2005 when the price per share
was $2.20. This amount would be $4,770 at December 31,
2005 based upon a closing price of $0.53. Both the
number of shares and the price per share are adjusted to
reflect a 10 for 1 reverse stock split that took place
in September 2005. These shares of restricted stock may
not be sold or transferred until they vest. One-third of
these shares of restricted stock vests on the first
anniversary of the grant. The remainder vests ratably
over the following 24 months. The holder of the
restricted stock will be entitled to any dividends that
might accrue on the shares.(6)
    
    This amount is based upon a calculation of the number of
shares of restricted stock granted multiplied by the
closing per share market price of the stock on the date
of the grant. Mr. Slauson received a grant of 9,000
shares on September 15, 2005 when the price per share
was $2.20. This amount would be $4,770 at December 31,
2005 based upon a closing price of $0.53. Both the
number of shares and the price per share are adjusted to
reflect a 10 for 1 reverse stock split that took place
in September 2005. These shares of restricted stock may
not be sold or transferred until they vest. One-third of
these shares of restricted stock vests on the first
anniversary of the grant. The remainder vests ratably
over the following 24 months. The holder of the
restricted stock will be entitled to any dividends that
might accrue on the shares.(7)
    
    This amount is based upon a calculation of the number of
shares of restricted stock granted multiplied by the
closing per share market price of the stock on the date
of the grant. Mr. Slauson received a grant of 500 shares
on March 5, 2004 when the price per share was $140.00.
This amount would be $265 at December 31, 2005 based
upon a closing price of $ of $0.53. Both the number of
shares and the price per share are adjusted to reflect a
5 for 1 reverse split that took place in November 2004
and a 10 for 1 reverse stock split that took place in
September 2005. These shares of restricted stock may not
be sold or transferred until they vest. One-third of
these shares of restricted stock vests on the first
anniversary of the grant. The remainder vests




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ratably
over the following 24 months. The holder of the
restricted stock will be entitled to any dividends that
might accrue on the shares.(8)
    
    This amount is based upon a calculation of the number of
shares of restricted stock granted multiplied by the
closing per share market price of the stock on the date
of the grant. Mr. Kohler received a grant of 13,000
shares on June 30, 2005 when the price per share was
$2.80. This amount would be $6,890 at December 31, 2005
based upon a closing price of $0.53. Both the number of
shares and the price per share are adjusted to reflect a
10 for 1 reverse stock split that took place in
September 2005. These shares of restricted stock may not
be sold or transferred until they vest. One-third of
these shares of restricted stock vests on the first
anniversary of the grant. The remainder vests ratably
over the following 24 months. The holder of the
restricted stock will be entitled to any dividends that
might accrue on the shares.(9)
    
    This amount is based upon a calculation of the number of
shares of restricted stock granted multiplied by the
closing per share market price of the stock on the date
of the grant. Mr. Lines received a grant of 9,000 shares
on September 15, 2005 when the price per share was
$2.20. This amount would be $4,770 at December 31, 2005
based upon a closing price of $0.53. Both the number of
shares and the price per share are adjusted to reflect a
10 for 1 reverse stock split that took place in
September 2005. These shares of restricted stock may not
be sold or transferred until they vest. One-third of
these shares of restricted stock vests on the first
anniversary of the grant. The remainder vests ratably
over the following 24 months. The holder of the
restricted stock will be entitled to any dividends that
might accrue on the shares. Option Grants During Last Fiscal Year
  Aggregated Option Exercises in Last Fiscal Year and Year-End Option Value Table
  Shares
    
    
    
    
    
    Number of Securities
    
    Value of UnexercisedAcquired
    
    Value
    
    Underlying Unexercised Options
    
    In-the-Money Options aton
    
    Realized
    
    at Fiscal Year-End
    
    Fiscal Year-End ($)Name
    
    Exercise (#)
    
    ($)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableHorace J.
Davis III
    
    
    
    
    
    
    
    
    
    
    9,500
    
    
    
    
    
    
    
    
    
    
    
    Ronnie R. Bailey
    
    
    
    
    
    
    
    
    
    
    1,100
    
    
    
    
    
    
    
    
    
    
    
    Michael Slauson
    
    
    
    
    
    
    
    
    
    
    7,200
    
    
    
    
    
    
    
    
    
    
    
    Paul T. Kohler
    
    
    
    
    
    
    
    
    
    
    1,080
    
    
    
    
    
    
    
    
    
    
    
    John K. Lines
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Executive Employment Agreements and Change-In-Control Arrangements
  AnnualOfficer
    
    Term
    
    Salary
    
    PositionHorace J. Trey Davis III
    
    August 2005  August 2008
    
    $
    300,000
    
    
    Chief Executive OfficerRonnie R. Bailey
    
    August 2005  August 2008
    
    $
    200,000
    
    
    Senior Vice-PresidentSales
and MarketingMichael J. Slauson
    
    August 2005  August 2008
    
    $
    200,000
    
    
    President  Touch 1
Communications, Inc. and Z-Tel
Consumer Services, LLC;
Senior
Vice-PresidentBusiness
Operations




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AnnualOfficer
    
    Term
    
    Salary
    
    PositionPaul T. Kohler
    
    August 2005  August 2008
    
    $
    200,000
    
    
    Chief Technology OfficerJohn K. Lines
    
    August 2005  August 2008
    
    $
    200,000
    
    
    General Counsel
  
    
    automatic renewal for subsequent one year terms unless either party
elects not to renew prior to 90 days from the end of the then current
term of the agreement;
    
    the payment of his base salary and any other benefits to which he
would have been entitled for a period of 12 months (six months in the
case of Mr. Bailey) if his employment
is terminated without cause (as defined in the agreements);
    
    the payment of 2.9 (1.9 in the case of Mr. Bailey) times his base salary and any incentive or bonus
paid in the prior year if termination of employment occurs within six
months before or two years after a change in control;
    
    deemed termination of employment without cause (at his election) if
certain specified events occur within six months of a change in
control;
    
    the obligation to keep our nonpublic information confidential; and
    
    the obligation not to compete with us in the United States and not to
solicit our employees after termination of employment, unless
employment is terminated without cause.
 PERFORMANCE GRAPH




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01/01/2001
    
    12/31/2001
    
    12/31/2002
    
    12/31/2003
    
    12/31/2004
    
    12/31/2005Trinsic Common Stock
    
    $
    100.00
    
    
    $
    25.05
    
    
    $
    15.61
    
    
    $
    38.58
    
    
    $
    6.55
    
    
    $
    0.20Nasdaq Composite Index
    
    $
    100.00
    
    
    $
    78.94
    
    
    $
    54.05
    
    
    $
    81.09
    
    
    $
    88.05
    
    
    $
    89.26Nasdaq Telecommunications Index
    
    $
    100.00
    
    
    $
    51.06
    
    
    $
    23.47
    
    
    $
    39.61
    
    
    $
    42.77
    
    
    $
    39.69
 COMPENSATION COMMITTEE REPORT
  Role of the Compensation Committee; Philosophy
   (1)
    
    To assure that the Companys executive compensation and benefits programs and awards under
its equity plans
 
    
    Are competitive with other growing companies in the Companys industry;
    
    Safeguard the interests of the Company and its stockholders;
    
    Are effective in driving performance to achieve financial goals and create stockholder value;
    
    Foster teamwork on the part of management and non-management employees;
    
    Are cost effective and fair to employees, management and stockholders; and
    
    Are well communicated and understood by the participants;
 (2)
    
    To assure investor confidence in the integrity of the Companys process for
determining executive compensation; and




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(3)
    
    To assure the Company fulfills its fiduciary obligations in its administration of the
401-K Plan.
  Equity Participation Plans
    2005 Compensation for the Chief Executive Officer




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DIRECTOR COMPENSATION
  
 Item 12.
    
    Security Ownorship Of Certain Beneficial Owners and Management and Related
Stockholder Matters
  
    
    each person who we know to be a beneficial owner of 5% or more of that class or series of stock;
    
    each of our directors;
    
    each of our Named Executive Officers; and
    
    all executive officers and directors as a group.
 Shares Beneficially Owned and Percentage of Total(1)
 CommonBeneficial Owner
    
    Stock
    
    %Brown Brothers Harriman & Co.(2)
    
    
    14,592,428
    
    
    
    83.10Lawrence C. Tucker(2)
    
    
    14,594,560
    
    
    
    83.10Andrew C. Cowen(3)(12)
    
    
    2,110
    
    
    
    *Richard F. LaRoche, Jr.(4)(12)
    
    
    26,788
    
    
    
    *W. Andrew Krusen, Jr.(5)(12)
    
    
    25,886
    
    
    
    *Roy Neel (6)(12)
    
    
    25,044
    
    
    
    *Raymond L. Golden (7)(12)
    
    
    25,044
    
    
    
    *Horace J. Davis III(8) (12)
    
    
    209,500
    
    
    
    *Edward D. Moise, Jr. (12)
    
    
    1,000
    
    
    
    *Ronnie R. Bailey (9)(12)
    
    
    76,100
    
    
    
    *Michael Slauson (10)(12)
    
    
    82,516Paul T. Kohler (11)(12)
    
    
    76,080John K. Lines (12)
    
    
    75,000
    
    
    
    *All directors and officers as a
group(1)
    
    
    15,219,628
    
    
    
    86.54
 
 *
    
    Less than 1%.(1)
    
    Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission. In
computing the aggregate number of shares beneficially
owned by the individual stockholders and groups of
stockholders described above and the percentage ownership
of such individuals and groups, shares of common stock
subject to convertible securities currently convertible
or convertible or convertible within 60 days and shares
of common stock subject to options or warrants that are
currently exercisable or exercisable within 60 days of
the date of this report are deemed outstanding. Such
shares, however, are not deemed outstanding for the
purposes of computing the percentage ownership of the
other stockholders or groups of stockholders.




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(2)
    
    This information is derived from a Schedule 13D dated
November 20, 2000, as amended July 12, 2001, August 3,
2001, August 26, 2004, December 3, 2004, July 18, 2005,
September 2, 2005, October 3, 2005, December 20, 2005 and
January 18, 2006, filed jointly by Brown Brothers
Harriman & Co., The 1818 Fund III, L.P., T. Michael Long
and Lawrence C. Tucker. Each of these parties is shown to
have shared voting and dispositive power with respect to
all of the shares shown, except that Mr. Tuckers shares
include 2,132 shares deemed beneficially owned by him by
virtue of certain stock options currently exercisable or
which become exercisable within 60 days. The address of
Brown Brothers Harriman & Co., The 1818 Fund III, L.P.,
T. Michael Long and Lawrence C. Tucker is 140 Broadway,
New York, New York 10005.(3)
    
    Common Stock includes 2,110 shares deemed beneficially owed by Mr. Cowen by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(4)
    
    Common Stock includes 1,288 shares deemed beneficially owned by Mr. LaRoche by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(5)
    
    Common Stock includes 866 shares deemed beneficially owned by Mr. Krusen by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(6)
    
    Common Stock includes 44 shares deemed beneficially owned by Mr. Neel by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(7)
    
    Common Stock includes 44 shares deemed beneficially owned by Mr. Golden by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(8)
    
    Common Stock includes 9,500 shares deemed beneficially owned by Mr. Davis by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(9)
    
    Common Stock includes 1,100 shares deemed beneficially owned by Mr. Bailey by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(10)
    
    Common Stock includes 7,200 shares deemed beneficially owned by Mr. Slauson by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(11)
    
    Common Stock includes 1,080 shares deemed beneficially owned by Mr. Kohler by virtue of certain stock options that are
currently exercisable or which become exercisable within 60 days.(12)
    
    The shareholders address is c/o Trinsic, Inc., 601 South Harbour Island Boulevard, Suite 220, Tampa, Florida 33602. 
 Item 13. Certain Relationships and Related Transactions




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Item 14. Principal Accountant Fees and Services
 Name of Accounting Firm
  Audit Fees
  Audit Related Fees
  Tax Fees
  All Other Fees
  Pre-Approval Policies
  
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  EXHIBITNUMBER
    
    DESCRIPTION31.1
    
    Certification of the Chief Executive Officer31.2
    
    Certification of the Chief Financial Officer32.1
    
    Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C.ss.135032.2
    
    Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C.ss.1350




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SIGNATURES
  TRINSIC, INC.
 By:
    
    /s/ Horace J. Davis, IIIHorace J. Davis, IIIChief Executive Officer
  SIGNATURE
    
    TITLE
    
    DATE/s/ Horace J. Davis, III
    
    
    
    May 1, 2006Horace J. Davis, III
    
    Chief Executive Officer(Principal Executive Officer)/s/ Edward D. Moise, Jr.
    
    
    
    May 1, 2006Edward D. Moise, Jr.
    
    Chief Financial Officer
(Principal Financial and
Accounting Officer)/s/ Andrew C. Cowen
    
    
    
    May 1, 2006Andrew C. Cowen
    
    Director/s/ Richard F. LaRoche, Jr.
    
    
    
    May 1, 2006Richard F. LaRoche, Jr.
    
    Director/s/ Lawrence C. Tucker
    
    
    
    May 1, 2006Lawrence C. Tucker
    
    Director/s/ W. Andrew Krusen, Jr.
    
    
    
    May 1, 2006W. Andrew Krusen, Jr.
    
    Director/s/ Roy Neel
    
    
    
    May 1, 2006Roy Neel
    
    Director/s/ Raymond L. Golden
    
    
    
    May 1, 2006Raymond L. Golden
    
    Director




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/s/ HORACE J. DAVIS IIIHorace J. Davis IIIChief Executive Officer