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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A
                                 Amendment No. 1
                                   (MARK ONE)

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

                   For the fiscal year ended November 30, 2005

                                       or

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

                           Commission file no. 1-8846

                                  CALTON, INC.
           (Name of small business issuer as specified in its charter)

            NEW JERSEY                                      22-2433361
 (State or other jurisdiction of                        (I.R.S. Employer
  incorporation or organization)                      Identification Number)

      2050 40TH AVENUE - SUITE ONE
          VERO BEACH, FLORIDA                                 32960
(Addresses of principal executive offices)                 (Zip Code)

         Issuer's telephone number, including area code: (772) 794-1414


              (Former name, former address and former fiscal year,
                         if changed since last report)

Securities registered under Section 12 (b) of the Exchange Act:

                                      None

Securities registered under Section 12 (g) of the Exchange Act:

                          Common Stock, $0.05 par value

Check whether the Issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act |_|

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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 checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes |_| No |X|

Revenues for the fiscal year ended November 30, 2005: $13,848,000.

The aggregate market value (based upon the last sales price of the Issuer's
Common Stock reported by the OTC Bulletin Board) of voting shares and non-voting
equity held by non-affiliates of the registrant as of February 17, 2006 was
$1,576,065.

As of February 17, 2006, 9,497,491 shares of Common Stock were outstanding.

Certain portions of the Company's Proxy Statement for the annual meeting of
shareholders are incorporated by reference into Part III hereof.

Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

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                                EXPLANATORY NOTE

         This Amendment on Form 10-KSB/A amends and restates Item 13, "Exhibits"
of the Annual Report on Form 10-KSB for the fiscal year ended November 30, 2005
(the "2005 10-KSB") of Calton, Inc. (the "Company") to include a revised Exhibit
10.33. The 2005 10-KSB contemplated that a request for confidential treatment
would be made with respect to certain portions of Exhibit 10.33. No such
confidential treatment is being requested and Exhibit 10.33 is being refiled to
include information previously omitted.

         This Amendment does not affect any other section of the 2005 Form
10-KSB not otherwise discussed herein and continues to speak as of the date of
the 2005 Form 10-KSB. Accordingly, this Amendment No. 1 should be read in
conjunction with the Company's other filings made with the Securities and
Exchange Commission subsequent to the filing of the 2005 10-KSB.

PART III
           ITEM 13.        EXHIBITS

         Reference is made to the Index of Exhibits hereinafter contained on
page E-1.

                                        1
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                         CALTON, INC.
                                         ---------------------------------------
                                         (Registrant)

Dated: June 5, 2006                  By: /s/ Laura A. Camisa
                                         ---------------------------------------
                                         Laura A. Camisa, Senior Vice President,
                                         Chief Financial Officer and Treasurer

                                        2
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                          CALTON, INC. AND SUBSIDIARIES
                                INDEX TO EXHIBITS
                                -----------------

2.1     Amended and Restated Stock Purchase Agreement effective September 2,
        1998 among Calton, Inc., Calton Homes, Inc. and Centex Real Estate
        Corp., incorporated by reference to Exhibit 2 to Form 8-K of Registrant
        dated December 31, 1998.

2.2     Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated
        as of December 28, 1998 among Calton, Inc., Calton Homes, Inc. and
        Braewood Development Corp. (assignee of Centex Real Estate Corp.),
        incorporated by reference to Exhibit 2.1 to Form 8-K of Registrant dated
        December 31, 1998.

2.3     Assignment of Interest in Innovative Growth Partners, LLC and Agreement
        as to Other Matters dated as of April 18, 2002 among Calton, Inc.,
        Innovation Growth Partners, LLC and, Richard Dole, Frederick Huttner and
        James West, incorporated by reference to Exhibit 2 to Form 8-K of
        Registrant dated May 8, 2002.

2.4     Amended and Restated Agreement for Sale and Purchase of Assets effective
        June 13, 2003 between Homes by Calton, LLC, the Registrant and Beazer
        Homes Corp., incorporated by reference to Exhibit 2.1 to Form 10-QSB of
        Registrant for the fiscal quarter ended May 31, 2003.

2.5     First Amendment to Amended and Restated Agreement for Sale and Purchase
        of Assets effective June 13, 2003 between Homes by Calton, LLC, the
        Registrant and Beazer Homes Corp., incorporated by reference to Exhibit
        2.2 to Form 10-QSB for the fiscal quarter ended May 31, 2003.

2.6     LLC Purchase Agreement dated as of July 10, 2003 among the Registrant,
        Anthony J. Caldarone, John G. Yates, Maria F. Caldarone and Laura A.
        Camisa, incorporated by reference to Exhibit 2.3 to Form 10-QSB of
        Registrant for the fiscal quarter ended May 31, 2003.

3.1     Amended and Restated Certificate of Incorporation of the Registrant
        filed with the Secretary of State, State of New Jersey on May 28, 1993,
        incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Form S-1
        Registration Statement under the Securities Act of 1933, Registration
        No. 33-60022, Certificate of Amendment to Amended and Restated
        Certificate of Incorporation of Registrant filed with the Secretary of
        State, State of New Jersey on April 27, 1994, incorporated by reference
        to Exhibit 3(b) to Form S-1 Registration Statement under the Securities
        Act of 1933, Registration No. 33-76312, and Certificate of Amendment to
        Amended and Restated Certificate of Incorporation of Registrant filed
        with the Secretary of State, State of New Jersey on May 29, 1997,
        incorporated by reference to Exhibit 3.1 to Form 10-K of Registrant for
        the fiscal year ended November 30, 1997, Certificate of Amendment to
        Amended and Restated Certificate of Incorporation of Registrant filed
        with the Secretary of State, State of New Jersey on February 2, 1999,
        incorporated by reference to Exhibit 3.1 to Form 10-K of Registrant for
        the fiscal year ended November 30, 1998, Certificate of Amendment to
        Amended and Restated Certificate of Incorporation filed with the
        Secretary of State, State of New Jersey on May 30, 2000, incorporated by
        reference to Exhibit 3.1 to Form 10-K of Registrant for the fiscal year
        ended November 30, 2000 and Certificate of Amendment to Amended and
        Restated Certificate of Incorporation filed with the Division of
        Revenue, State of New Jersey, on June 20, 2004, incorporated by
        reference to Exhibit 3.1 to Form 10-QSB of the Registrant for fiscal
        quarter ended May 31, 2004.

3.2     By Laws of Registrant, incorporated by reference to Exhibit 3.2 to Form
        10-KSB of Registrant for the fiscal year ended November 30, 2003.

4.1     Option to Purchase Common Stock dated May 10, 2002 issued to Steven R.
        Tetreault, incorporated by reference to similarly numbered exhibit filed
        with Registrant's Report on Form 10-Q for the fiscal quarter ended May
        31, 2001.

                                       E-1
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4.2     Option to Purchase Common Stock dated May 10, 2002 issued to Thomas E.
        Van Fechtmann, incorporated by reference to similarly numbered exhibit
        filed with Registrant's Report on Form 10-Q for the fiscal quarter ended
        May 31, 2001.

4.3     Option to Purchase Common Stock dated May 10, 2002 issued to Thomas
        Corley, incorporated by reference to similarly numbered exhibit filed
        with Registrant's Report on Form 10-Q for the fiscal quarter ended May
        31, 2001.

4.4     Rights Agreement dated February 1, 1999 by and between the Registrant
        and First City Transfer Company as Rights Agent, including forms of
        Rights Certificate and Election to Purchase included as Exhibit B
        thereto, incorporated by reference to Exhibit 1 to Form 8-A Registration
        Statement of Registrant filed with the Securities and Exchange
        Commission on February 2, 1999.

10.1    1996 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to
        Form 10-K of Registrant for the fiscal year ended November 30, 1996.(*)

10.3    Registrant's Amended and Restated 1993 Non-Qualified Stock Option Plan,
        incorporated by reference to Exhibit 10.3 to Form 10-K of Registrant for
        the fiscal year ended November 30, 1995. (*)

10.4    Incentive Compensation Plan of Registrant, incorporated by reference to
        Exhibit 10.4 of Form 10-QSB of Registrant for the fiscal quarter ended
        February 28, 2005.(*)

10.7    Executive Employment Agreement dated as of January 1, 2006 between
        Registrant and Anthony J. Caldarone. (**)

10.9    2000 Equity Incentive Plan. (*)

10.10   Option Agreement dated July 19, 1999 between the Company and Kenneth D.
        Hill, incorporated by reference to Exhibit 10.11 to Form 10-K of
        Registrant for the fiscal year ended November 30, 1999.

10.12   Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.12
        to Form 10-K of Registrant for the fiscal year ended November 30, 2000,
        incorporated by reference to Exhibit 10.12 of Form 10-KSB for the fiscal
        year ended November 30, 2003.

10.21   Profit Sharing Arrangement among the Registrant, John G. Yates and
        Thomas C Corley, incorporated by reference to Exhibit 10.21 to Form
        10-KSB of Registrant for the fiscal year ended November 30, 2003. (**)

10.26   10.23 Mandatory Redeemable, Convertible, Subordinated Note issued by
        Automated Information Management, Inc., incorporated by reference to
        similarly numbered exhibit to Form 10-K of Registrant for fiscal year
        ended November 30, 2001.

10.27   Stock Purchase Agreement dated as of June 26, 2003 among the Registrant,
        Anthony J. Caldarone, John G. Yates, Maria F. Caldarone and Laura A.
        Camisa, incorporated by reference to Exhibit 10 to Form 10-QSB of
        Registrant for the fiscal quarter ended May 31, 2003.

10.28   Amendment to Stock Purchase Agreement dated as of June 26, 2003 among
        the Registrant, Anthony J. Caldarone, John G. Yates, Maria F. Caldarone
        and Laura A. Camisa, incorporated by reference to Exhibit 10.28 to Form
        10-KSB for fiscal year ended November 30, 2003.

10.29   Registration Rights Agreement dated as of April 29, 2003 among the
        Registrant, Anthony J. Caldarone, John G. Yates, Maria F. Caldarone and
        Laura A. Camisa, incorporated by reference to Exhibit 10.1 to Form
        10-QSB of Registrant for the fiscal quarter ended August 31, 2003.

                                       E-2
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10.30   Commitment Letter dated as of August 13, 2003 and Promissory Notes dated
        as of August 27, 2003, between Harbor Federal Savings Bank and Homes by
        Calton, LLC, incorporated by reference to Exhibit 10.30 to Form 10-KSB
        for fiscal year ended November 30, 2003.

10.31   Real Estate Purchase and Sale Agreement dated April 6, 2004 between
        Homes by Calton, LLC and Pointe West of Vero Beach, Ltd., incorporated
        by reference to Exhibit 10.31 to Form 10-QSB of Registrant for fiscal
        quarter ended May 31, 2004. Information has been omitted from the
        exhibit and is subject to an order granting confidential treatment.

10.32   Assignment Agreement dated as of November 11, 2005 between Atlantic
        Coast Construction & Development, Inc. and Homes by Calton, LLC.

10.33   Vacant Land Contract dated as of September 15, 2005 between William
        Dewey Walker & Delma Jean and Atlantic Coast Construction & Development,
        Inc. (assigned to Homes by Calton, LLC).

10.44   Commitment Letter dated as of December 15, 2005 between Harbor Federal
        Savings Bank and Homes by Calton, LLC.

21.     Subsidiaries of the Registrant, incorporated by reference to Exhibit 21
        to Form 10-KSB for fiscal year ended November 30, 2003.

23.     Consent of Aidman, Piser & Company, P.A.

24.     Power of Attorney (located on signature page of this Report).

31.1    Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of
        2002

31.2    Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of
        2002

32.1    Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of
        2002

32.2    Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of
        2002

  (*)   Constitutes a compensatory plan required to be filed pursuant to Item
        13(a) of Form 10-KSB.

  (**)  Constitutes a management contract required to be filed pursuant to Item
        13(a) of Form 10-KSB.

                                       E-3