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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
_______________

FORM 10-K/A
_______________

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

[ ] 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 0-50581
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_______________

99 CENT STUFF INC.
(Exact name of registrant as specified in its charter)
_______________

FLORIDA 77-0398908
(State of incorporation) (IRS employer identification number)

1801 CLINT MOORE ROAD
BOCA RATON, FLORIDA 33487
(561) 999-9815
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $.001
PAR VALUE, WARRANTS EXPIRING DECEMBER 31, 2006

Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|

Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No |X|

Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No |X|

The approximate aggregate market value of the voting and non-voting
common equity held by non-affiliates of the issuer as of June 30, 2005 was
$3,300,000. The number of shares outstanding of the issuer's common stock as of
March 1, 2006 was 5,833,950.

DOCUMENTS INCORPORATED BY REFERENCE: None.

EXPLANATORY NOTE

99 Cent Stuff, Inc. (the "Company") is filing this Form 10-K/A to amend
Part III, Items 10, 11, 12, 13 and 14 of the Form 10-K for the fiscal year ended
December 31, 2005, which was previously filed with the Securities and Exchange
Commission (the "SEC") on April 12, 2006 (the "Form 10-K"), to include
information that was to be incorporated by reference from its definitive proxy
statement in connection with its annual meeting pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended. In addition, the cover page and
the list of exhibits of the Form 10-K have been updated and amended.

As a result of this amendment, the Company is also filing as exhibits
to this Form 10-K/A the certifications required under Section 302 of the
Sarbanes-Oxley Act of 2002. Because no financial statements are contained within
this Form 10-K/A, the Company is not including certifications pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. Except for the amendments
described above, this Form 10-K/A does not modify or update the disclosures in,
or exhibits to, the Form 10-K.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following persons are members of our board of directors executive
officers and key employees, in the capacities indicated:

NAME AGE POSITION
------------------------------ --------- --------------------------------
Raymond Zimmerman 72 Chairman of the Board and
Chief Executive Officer
Barry Bilmes 59 Chief Financial Officer
Kevin R. Keating 66 Director
Nathan R. Light 71 Director

RAYMOND ZIMMERMAN founded 99 Cent Stuff and was the managing member
since 1999 and became the Chairman of the Board and Chief Executive Officer upon
completion of the merger in September 2003.. Mr. Zimmerman was a founder and the
Chairman and Chief Executive Officer of Service Merchandise Company Inc., a
national retail chain, from 1981 to 1997, was Chairman of the Board from 1997 to
1999 and was the Non-Executive Chairman from 1999 to 2000. Mr. Zimmerman has
also been a director of The Limited, Inc. since 1984.

BARRY BILMES has been Chief Financial Officer since October 2002. From
2000 to 2002, Mr. Bilmes was Vice President - Finance for NuCo2 , Inc., the
largest supplier in the U.S. of bulk CO2 systems for carbonating fountain
beverages. From 1994 to 2000 Mr. Bilmes served in various financial capacities,
the most recent of which was Vice President - Finance and Administration for
Brothers Gourmet Coffees, Inc., a national wholesaler and retailer of gourmet
coffees. Prior, thereto, from 1978 to 1993, Mr. Bilmes was Controller and
Treasurer for Weight Watchers, International, Inc., a provider of weight loss
products and services.

KEVIN R. KEATING was the president and a director of iVideoNow from
December 2001 until September 2003 and is currently a director. Mr. Keating is
an investment executive and for the past nine years has been the Branch Manager
of the Vero Beach, Florida, office of Brookstreet Securities Corporation
("Brookstreet"). Brookstreet is a full-service, national network of independent
investment professionals. Mr. Keating services the investment needs of private
clients with special emphasis on equities. For more than 35 years, he has been
engaged in various aspects of the investment brokerage business. Mr. Keating
began his Wall Street career with the First Boston Corporation in New York in
1965. From 1967 through 1974, he was employed by several institutional research
boutiques where he functioned as Vice President Institutional Equity Sales. From
1974 until 1982, Mr. Keating was the President and Chief Executive Officer of
Douglas Stewart, Inc., a New York Stock Exchange member firm. Since 1982, he has
been associated with a variety of firms as a registered representative servicing
the needs of individual investors.

NATHAN R. LIGHT has been a director since September 2003. Since 1998 he
has been an executive of National Electronics Warranty Corp., the nation's
leading provider of extended service plans, buyer protection services and
product support for businesses and consumers currently serving as vice chairman
and formerly chairman and chief executive officer. From 1996 to 1998 he was the
chairman and chief executive officer of LDC Group, Inc., which developed and
operated Only Diamond stores, the first retail chain to sell diamond merchandise
exclusively. From 1977 to 1995, Mr. Light was the chairman and chief executive
officer of Sterling Jewelers, Inc., one of the nation's largest jewelry chains.
He is also an advisory director of Hearts on Fire, Inc.

CODE OF ETHICS

The Board of Directors has adopted a "code of ethics" as defined under
applicable rules promulgated by the Securities and Exchange Commission pursuant
to the Sarbanes-Oxley Act of 2002. The code of ethics requires that the
Company's directors, officers (including the principal executive, financial and
accounting officers, or controller and persons performing similar functions) and
employees conduct business in accordance with the highest ethical standards and
in compliance with all laws, rules and regulations applicable to the Company.
The code of ethics is intended to supplement the provisions of any other
personnel policies of the Company or codes of conduct which may establish
additional standards of ethical behavior applicable to the Company's directors,
officers and employees. The code of ethics is attached hereto.

BOARD OF DIRECTORS COMPOSITION

Our articles of incorporation provide for a classified board of
directors consisting of three classes of directors, each serving staggered
three-year terms. As a result, a portion of our board of directors will be
elected each year. To implement the classified board of directors structure,
Nathan Light is a Class I Director with a three-year term ending at the 2007
annual meeting, Leonard Florence and Kevin Keating Class II Directors, with a
three-year term ending at the 2005 annual meeting. Raymond Zimmerman remains a
Class III Director with a term ending at the 2006 annual meeting.

DIRECTOR COMPENSATION

Each outside director received 2,500 options to purchase common stock
with an exercise price of $3.00 per share in 2005. Each director also receives
$500 per meeting attended.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires that our
directors, executive officers and persons who own more than 10 percent of a
registered class of our equity securities file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
our equity securities. Officers, directors and greater than 10 percent
shareholders are required by the SEC regulation to furnish us with copies of all
Section 16(a) forms they file.

Based solely on review of the copies of Forms 3, 4 and 5 and amendments
thereto furnished to us, we believe that, during the period from January 1, 2005
through December 31, 2005, all Section 16(a) filing requirements applicable to
our officers, directors and greater than 10% beneficial owners were met in a
timely manner.

ITEM 11. EXECUTIVE COMPENSATION.

The following tables summarize the total compensation paid to Raymond
Zimmerman, our chairman, and Barry Bilmes, who is the only executive
officer with compensation of at least $100,000 in 2005.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------- -----------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS COMPENSATION (2) AWARDS ($) OPTIONS/SARS (#)
- -------------------------------------- ------ -------------- ------ -------------- ----------- -----------------

Raymond Zimmerman 2005 100,000(1) -- $ 36,620 -- --
Chairman 2004 -- -- 40,778 -- --
2003 -- -- 37,985 -- --

Barry Bilmes 2005 $ 135,000 -- $ 13,451 -- 10,000
Chief Financial Officer 2004 $ 132,789 -- $ 12,314 -- --
2003 $ 106,154 -- $ 8,150 -- 10,000

- --------------
(1) Mr. Zimmerman does not receive a cash salary. Such amount represents a
non-cash charge for deemed compensation expense for Mr. Zimmerman for
services contributed by him.
(2) Other compensation consists of medical premiums and reimbursed costs.

EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS.

There are not currently any employment agreements with our executive
officers.

STOCK OPTION GRANTS

During 2005 10,000 options with an exercise price of $3.00 were granted to
Barry Bilmes. No options were exercised in 2005.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FY-END IN-THE-MONEY
SHARES VALUE (#) EXERCISABLE/ OPTIONS/SARS AT FY-END
ACQUIRED ON REALIZED UNEXERCISABLE ($) EXERCISABLE/
NAME EXERCISE (#) ($) UNEXERCISABLE
- ----------------------------- ------------------ ----------------- -------------------------- ------------------------

Raymond Zimmerman -- -- -- --
Barry Bilmes -- -- 5,000/15,000 $ -/-

AUDIT COMMITTEE REPORT

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT OR FUTURE
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, IN WHOLE OR IN PART, THE
FOLLOWING REPORT SHALL NOT BE DEEMED TO BE INCORPORATED BY REFERENCE INTO ANY
SUCH FILING.

The Audit Committee consists of the following members of the Board of Directors:
Kevin Keating (Chairman) and Nathan Light. Each such member of the Committee is
"independent" as defined under applicable rules promulgated by the Securities
and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002.

The Audit Committee operates under a written charter adopted by the Board of
Directors which, among other matters, delineates the responsibilities of the
Audit Committee. The Audit Committee's responsibilities include responsibility
for the appointment, compensation, retention and oversight of the work of the

Corporation's independent public accountants engaged (including resolution of
disagreements between management and the independent public accountants
regarding financial reporting) for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the Corporation.
The Company's independent public accountants report directly to the Audit
Committee.

The Audit Committee has reviewed and discussed the audited financial statements
of the Company for the fiscal year ended December 31, 2005 with management and
Daszkal Bolton LLP, the Company's independent public accountants. The Audit
Committee has also discussed with Daszkal Bolton LLP, the matters required to be
discussed by Statement on Auditing Standards No. 61 (Codification of Statements
on Auditing Standards) as may be modified or supplemented. The Audit Committee
has also received the letter from Daszkal Bolton LLP required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
as may be modified or supplemented, and the Committee has discussed the
independence of Daszkal Bolton LLP with that firm.

Based on the Committee's review and discussions noted above, the Audit Committee
recommended to the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 for filing with the Securities and Exchange
Commission.

Submitted by:

/s/ Kevin Keating /s/ Nathan Light
- -------------------------- --------------------------
Kevin Keating, Nathan Light
Chairman

COMPENSATION COMMITTEE REPORT

The compensation of the executive officers of the Company and is reviewed and
approved annually by the Board of Directors on recommendation by the
Compensation Committee. During 2005, Messrs. Keating and Light were members of
the Committee. Each such member of the Committee is "independent" as defined
under applicable rules promulgated by the Securities and Exchange Commission
pursuant to the Sarbanes-Oxley Act of 2002.

The Compensation Committee's philosophy is that compensation should be designed
to reflect the value created for shareholders while supporting the Company's
strategic goals. The Compensation Committee reviews annually the compensation of
the executive officers to insure that the Corporation's compensation programs
are related to financial performance and consistent generally with employers of
comparable size in the industry. Annual compensation for the Corporation's
executive officers includes the following components:

Base salary: The base salary reflected in the Summary Compensation Table is
related to the individual officer's level of responsibility and comparison with
comparable employers in the industry. Raymond Zimmerman elected not to receive
cash compensation in 2005.

Bonus: Annual cash bonuses are based on individual and Company performance.
Factors evaluated include the achievement of certain profitability, growth and
asset quality standards as established by the Board of Directors. While many of
the factors considered in determining whether to award a bonus are objective,
the Compensation Committee recommendation may also include certain subjective
factors as part of the bonus analysis. During 2005, no bonuses were recommended
by the Compensation Committee and approved by the Board of Directors for the
named executive officers as reflected in the Summary Compensation Table,
although management of the Company may recommend that the Compensation Committee
award bonuses in the future for 2006 if cash flow permits.

Stock Options: Stock option grants are intended to increase the executive
officers' interest in the Company's long-term success and to link the interests
of the executive officers with those of the shareholders as measured by the
Company's share price. Stock options are granted at the prevailing market value
of the Company's common stock and will only have value if the Company's stock
price increases. See the Summary Compensation Table and Option/SAR Exercise
Table, and notes thereto for a further description of stock options. Barry
Bilmes was granted 10,000 options in 2005.

Other Compensation: The Corporation provides each executive officer with
reimbursement of health insurance premiums and certain medical costs for its
executive officers. See the Summary Compensation Table for further information
regarding other compensation. The Company does not have any change of control
severance or post-retirement benefits for executives.

Submitted by:

/s/ Kevin Keating /s/ Nathan Light
- -------------------------- --------------------------
Kevin Keating, Nathan Light
Chairman

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding beneficial
ownership of our common stock as of April 15, 2006:

o each person known to us to be the beneficial owner of more than 5% of
either class of the common stock;
o each of our named executive officers;
o each director; and
o all current directors and executive officers as a group.

-------------------------
SHARES BENEFICIALLY OWNED
-------------------------
NAME OF BENEFICIAL OWNER SHARES %
------------------------------------------------- ------------- --------

Raymond Zimmerman 5,606,718(1) 82.1%
Kevin Keating 24,167(2) *
Nathan Light 9,500(3) *
Barry Bilmes 20,000(4) *
All officers and directors as a group (5 persons) 5,660,385 85.0%

- ----------
* Less than 1%
(1) Includes 4,507,805 shares owned by the Raymond Zimmerman Annuity
Trust--2003, 18,317 shares owned by a general partnership in which Mr.
Zimmerman and his wife are the partners, 17,910 for which Mr. Zimmerman is
trustee for family members and 62,686 shares owned by Mr. Zimmerman's wife,
for which he disclaims beneficial ownership. Mr. Zimmerman is the trustee
of the trust and his family members are the beneficiaries. Also includes
1,000,000 shares issuable upon conversion of convertible notes.

(2) Includes options to purchase 7,500 shares of common stock exercisable over
four years

(3) Includes 1,000 shares, 1,000 warrants purchased in the public offering and
options to purchase 7,500 shares of common stock exercisable over four
years.

(5) Represents options to purchase common stock exercisable over four years.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Through the closing of our public offering in March 2004, substantially
all of the funding for our operations has been provided by Raymond Zimmerman. In
September 2004, we had utilized all of the proceeds of the offering and borrowed
$0.5 million from Mr. Zimmerman to fund fourth quarter growth. In November 2004
we borrowed $.75 million in 2004, $4.9 million in 2005 and $1.4 million through
March 31, 2006. At December 31, 2005, Mr. Zimmerman had advanced an aggregate of

$11.8 million, which was carried on the balance sheet as accounts payable and
accrued expenses, related party. These amounts bear interest at various rates
that range from the prime rate to the prime rate plus 2%. Of this amount $5.0
million was converted into an unsecured convertible note. This note was
originally due December 1, 2005 and was extended to December 31, 2007 and bears
interest at the prime rate. The note is convertible into common stock at the
option of the holder at a conversion price equal to $5.00, subject to
adjustment. We will have the right to prepay the note at any time.

Mr. Zimmerman has personally guaranteed our aggregate $6.0 million
lines of credit with Bank of America. As a result of these guarantees, the
interest rate on these lines has been prime minus 1%, which we believe would be
several points higher without the guarantee. As a result of the personal
guarantees, these lines of credit do not have any financial covenants or ratios
and the only events of default are standard payment defaults. Mr. Zimmerman has
also guaranteed some of our property leases. We have been accruing fees of 2% of
the lines of credit and the guaranteed property leases. The lease guarantees
expire on various dates in 2008. The accrued fees of $0.1 million as of December
31, 2005 have been included in the accounts payable and accrued expenses,
related party.

Other than the existing Bank of America lines of credit and this
commitment, there are not currently any other borrowing arrangements or
commitments for any capital. While Mr. Zimmerman has indicated he will provide
additional capital or guarantees in the future, he is under no obligation to do
so.

ITEM 14. PRINCIPAL ACCOUNTANT'S FEES AND SERVICES

Audit fees

For 2005 and 2004, 99 Cent Stuff paid to Daszkal Bolton LLP audit fees
of approximately $51,000 and $55,000, respectively, billed for professional
services rendered for the audit of 99 Cent Stuff's annual financial statements
and the reviews of the financial statements included in 99 Cent Stuff's
financial statements included in its quarterly filings on Form 10-QSB for the
respective periods.

Audit-related fees

For 2005 and 2004, 99 Cent Stuff paid to Daszkal Bolton LLP fees of
approximately $14,000 and $23,000 respectively, billed for assurance and related
services by 99 Cent Stuff's auditors that are reasonably related to the
performance of the audit or review of 99 Cent Stuff's financial statements
included in 99 Cent Stuff's financial statements included in its quarterly
filings on Form 10-QSB for the respective periods. The services thus provided by
99 Cent Stuff's auditors included accounting consultations and review in
connection with registration statements and consultation concerning financial
accounting and reporting standards.

Tax fees

For 2005 and 2004, 99 Cent Stuff paid to Daszkal Bolton LLP fees of
approximately $14,000 and $26,000, respectively, billed for tax compliance, tax
advice and tax planning.

All other fees

In 2005, 99 Cent Stuff paid to Daszkal Bolton LLP $7,000 for other
activities not identified above, primarily related to corporate finance and
litigation support activities. There were no other fees paid in 2004 not
identified above.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES OF
INDEPENDENT AUDITOR

The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairman when expedition of services is necessary. The independent auditors and
management are required to periodically report to the full Audit Committee
regarding the extent of services provided by the independent auditors in
accordance with this pre-approval, and the fees for the services performed to
date. The tax fees and other fees paid in 2005 and 2004 were approved per the
Audit Committee's pre-approval policies.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

99 CENT STUFF, INC.

By: /s/ RAYMOND ZIMMERMAN
--------------------------
Raymond Zimmerman, Chairman

Date: April 25, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated:

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- --------------

/s/ RAYMOND ZIMMERMAN Chairman of the Board and April 25, 2006
- ----------------------------- Chief Executive Officer
Raymond Zimmerman

/s/ BARRY BILMES Chief Financial Officer and April 25, 2006
- ----------------------------- Principal Accounting
Barry Bilmes Officer

/s/ KEVIN KEATING Director April 25, 2006
- -----------------------------
Kevin Keating

/s/ NATHAN LIGHT Director April 25, 2006
- -----------------------------
Nathan Light