UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported):  February 15, 2006

                                SCAN-OPTICS, INC.
               --------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                    000-05265                 06-0851857
        --------------                ----------             ------------------
 (State or other jurisdiction         (Commission            (I.R.S. Employer
       of incorporation)              File Number)          Identification No.)


       179 Allyn Street--Suite 508, Hartford, CT              06103
       -----------------------------------------          ------------
       (Address of principal executive offices)            (Zip Code)



       Registrant's telephone number, including area code: (860) 547-1761
       --------------------------------------------------- --------------

          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))







Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
           Standard; Transfer of Listing

     (d) On February 15, 2006, in connection  with the filing of the certificate
of  dissolution  with  the  Secretary  of State of the  State  of  Delaware  (as
described in Item 8.01 below), the company sent a letter to the Over The Counter
Bulletin  Board  (OTC BB) on which its  common  stock  traded  under the  symbol
"SOCR.OB"  reporting  the events  leading up to the company's  dissolution,  the
filing of the  certificate of  dissolution,  and that there was no value left to
the company's  stockholders and that consequently  there would be no liquidating
distribution  to  stockholders.  The OTC BB  subsequently  removed the company's
common stock from trading effective February 16, 2006.

Item 8.01  Other Events

     On February 15, 2006, the company filed a certificate  of dissolution  with
the Secretary of State of the State of Delaware,  which filing was accepted. The
company  also  terminated  the services of its  transfer  agent,  Computershare,
effective  as of the close of business on February 15, 2006 and closed its stock
transfer books. As described in Item 3.01 above,  the company's common stock has
ceased  trading on the OTC BB. As previously  reported by the company in reports
on Form 8-K filed on August 5, 2005 and February 9, 2006, in periodic reports on
Form 10-Q filed on August 22, 2005 and  November  21,  2005 and in a  definitive
proxy statement  filed on January 13, 2006, the company has no assets  remaining
with which to make any liquidating  distributions to the company's stockholders,
and consequently there is no value remaining for the company's  stockholders and
there will be no distributions to the stockholders following the dissolution.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                           SCAN-OPTICS, INC.




                                           By: /s/ Scott M. Schooley
                                               --------------------------
                                           Name: Scott M. Schooley
                                           Title: President and Secretary

Date:  February 16, 2006


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