10KSB/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

Amendment No. 1

|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                                        For the fiscal year ended December 31, 2005

|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                            For the transition period from                                         .

Commission File No.: 0-13117

ION NETWORKS, INC.

(Name of Small Business Issuer in Its Charter)

Delaware

(State or Other Jurisdiction of                         

22-2413505

Incorporation or Organization)          

(IRS Employer Identification Number)

                                  120 Corporate Blvd., S. Plainfield, NJ 07080

(Address of Principal Executive Offices)              

(908) 546-3900

(Issuer's telephone number, including area code)

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

Name of Each Exchange

Title of Each Class

On Which Registered

None

None

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

Common Stock, $.001 par value

(Title of Class)

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 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 is not 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. |_|  

Indicate by checkmark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes  __

No  X

The issuer's revenues for the year ended December 31, 2005 totaled $ 4,557,764.

The aggregate market value of voting stock held by non-affiliates, based on the closing price of the Common Stock, par value $0.001 (the "Common Stock") on February 28, 2006 of $0.18, as reported on the OTC Bulletin Board was $3,443,073. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

There were 27,050,044 shares of Common Stock outstanding as of February 28, 2006.

Transitional Small Business Disclosure Format (check one):

Yes   No    X  

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-KSB/A to the Annual Report on Form 10-KSB ION Networks, Inc. (the “Company” or the “Registrant”) for the year ended December 31, 2005 (the “Original Filing”), which was filed with the Securities and Exchange Commission on March 29, 2006, is being filed to amend the Original Filing as follows:

§

ITEM 8A. Controls and Procedures is being revised to meet the requirements of Item 308(c) of Regulation S-B and Rule 13a –15(d) of the Exchange Act.  

§

ITEM  13 Exhibits is being revised to reflect the separate filing of the exhibits. The officer certifications required to be filed as exhibits to form 10-KSB are being filed as exhibits 31.1, 31.2, and 32 to this amendment.

Except for the amendments described above, this Form 10-KSB/A does not modify or update other disclosures in, or exhibits to, the Original Filing.

Item 8A: Controls and Procedures

Prior to the filing of this report, the Company’s management carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed by it under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer of the Company, as appropriate to allow timely decisions regarding required disclosure.

The Company’s Chief Executive Officer and Chief Financial Officer have concluded that there has been no change in the Company's internal control over financial reporting that occurred as of the end of the period covered by this report that has materially affected or is reasonably likely to materially affect its internal control over financial reporting.

Item 13. Exhibits and Reports on Form 8-K

(a)   Exhibits:

      Exhibit

      No.           Description

      -------       ---------

       3.1          Certificate of Incorporation of the Company, as amended through December 31, 2005. /(12)/

       3.2          By-Laws of the Company./(1)/

 4.1          1994 Stock Option Plan of the Company. /(12)/

       4.2          1998 Stock Option Plan of the Company./(1)/+

 4.3          2000 Stock Option Plan of the Company. /(12)/

       4.4          Form of Warrant Agreement dated July 17, 2001./(3)/+

 4.5          Form of Warrant Agreement dated January 4, 2002./(3)/

4.7          Convertible Debenture dated August 5, 2004./(9)/

4.8          2006 Stock Option Plan of the Company. /(12)/  

4.9          Warrant Agreement by and between the Company and Creso Capital Partners dated September 9, 2005. /(12)/

4.10          Form of Warrant Agreement by and between the Company and Mehrdad Nadooshan dated November 30, 2005. /(12)/

10.1          Equipment Lease Agreements dated October 29, 2003

                    by and between the Company and GE Capital Corporation. /(11)/

10.2          Stock Purchase Agreement dated August 11, 2000 by and

                    between the Company and the parties identified therein./(2)/

10.3          Purchase Agreement by and between the Company and the

                    Selling Shareholders set forth therein dated February 7,

                    2002./(4)/

      10.4          Severance Agreement dated September 2, 2004 by and between the

                    Company and William Whitney. /(11)/ +

      10.5          Severance Agreement dated September 2, 2004 by and between the

                    Company and Henry Gold. /(11)/+

      10.6          Employment Agreement dated August 31, 2004 by and between the  

              Company and Henry A. Hill. /(10)/+

10.7          Employment Agreement dated February 25, 2002, between the Company

                   and William Whitney./(6)/+

10.8          Amended and Restated Employment Agreement dated September 8, 2003,

              between the Company and Norman E. Corn./(7)/+

      10.9          First Amendment to the Amended and Restated Employment Agreement

                    dated September 8, 2003 by and between the Company and Norman E.

                    Corn dated November 10, 2004. /(11)

      Exhibit

      No.           Description

      -------       ---------

10.10         Employment Agreement dated September 15, 2003, between the Company

              and Patrick E. Delaney./(5)/+

      10.11         First Amendment to the Employment Agreement dated September 15,

                    2003 by and between the Company and Patrick E. Delaney dated

                    November 10, 2004. /(11)/+

      10.12         Option Agreement dated January 28, 2004 by and between the Company

                    and Norman E. Corn. /(11)/+

      10.13         Option Agreement dated January 28, 2004 by and between the Company

                    and Patrick E. Delaney. /(11)/+

10.14         Lease Agreement dated July 21, 2003 by and between the Company and

              116 Corporate Boulevard, LLC, Inc. /(8)/

10.15         Separation Agreement dated March 29, 2004 between the Company and

              Kam Saifi. /(11)/

10.16         Separation Agreement dated October 14, 2004 between the Company

              and Cameron Saifi. /(11)/

      10.17         Agreement dated February 25, 2005 by and between the Company and

                    Sprint/Untied Management Company. /(11)/

      10.18         Agreement dated October 28, 2004 by and between the Company and

                    General Dynamics Network Systems. /(11)/

10.19         Final Settlement Agreement dated October 11,2005 between the Company and Mr. Gray. /(12)/

21.1          List of Subsidiaries./(11)/

      23.1          Independent Auditors Consent. /(12)/

31.1          Certification of CEO Pursuant to Section 302 of the Sarbanes Oxley

              Act of 2002.*

31.2          Certification of CFO Pursuant to Section 302 of the Sarbanes Oxley

              Act of 2002.*

32            Certifications of CEO and CFO Pursuant to Section 906 of the

              Sarbanes Oxley Act of 2002.*

(1) Incorporated by reference to the Company's Registration Statement on Form S-8 filed on April 22, 1999.

(2) Incorporated by reference to the Company’s Annual report on Form 10-KSB filed on June 29, 2001.

(3) Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended March 31, 2002, as filed on July 1, 2002.

(4) Incorporated by reference to the Company’s Registration Statement on Form S-3 filed on March 4, 2002.

(5) Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on November 17, 2003.

(6) Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as filed on April 15, 2003.

(7) Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on September 12, 2003.

(8) Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed for the year ended December 31, 2003.

(9) Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on August 13, 2004.

(10) Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB filed on November 15, 2004

(11) Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed for the year ended December 31, 2004.

(12) Incorporated by reference to the Company’s Annual Report on Form 10-KSB filed for the year ended December 31, 2005.

* Filed herewith

+ Management contract for compensatory plan or arrangement

SIGNATURES

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

Dated: May 31, 2006

ION NETWORKS, INC.

By:

 /s/ Norman E. Corn

Norman E. Corn

Chief Executive Officer and

Director

EX-31

      Exhibit 31.1

I, Norman E. Corn, certify that:

1.  I have reviewed the annual report on Form 10-KSB, as amended by this Form 10-KSB/A, of ION  Networks, Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the   small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) 

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 (b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of   financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) 

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 (d) 

Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 (a) 

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 (b)

 Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: May 31, 2006     

/s/ Norman E. Corn

Norman E. Corn

Chief Executive Officer

1

2

EX-31

1

      Exhibit 31.2

I, Patrick E. Delaney, certify that:

1.  I have reviewed the annual report on Form 10-KSB, as amended by this Form 10-KSB/A of ION Networks,

Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the   small business issuer as of, and for, the periods presented in this report;

4.  The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and   internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the   small business issuer and have:

 (a) 

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 (b)

Designed such internal control over financial reporting, or caused such internal control over reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of   financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 (c) 

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and   procedures, as of the end of the period covered by this report based on such evaluation; and

 (d) 

Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5.  The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

 (a) 

All significant deficiencies and material weaknesses in the design or operation of internal control

over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

 (b)

 Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: May 31, 2006     

/s/ Patrick E. Delaney

Patrick E. Delaney

Chief Financial Officer

2

3

EX-32

1

Exhibit 32

ION Networks, Inc.

CERTIFICATION

In connection with the periodic report of ION Networks, Inc. (the "Company") on Form 10-KSB, as amended by this Form 10-KS/A for the period ended December 31, 2005 as filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the Company, hereby certifies as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of their knowledge:

(1)  the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date:          May 31, 2006        

By:         /s/ Norman E. Corn

Norman E. Corn

Chief Executive Officer

Date:          May 31, 2006        

By:         /s/ Patrick E. Delaney

Patrick E. Delaney

Chief Financial Officer

2