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
                               ------------------

                                 March 10, 2006

                         COMPLIANCE SYSTEMS CORPORATION
                         ------------------------------
               (Exact Name of Registrant as Specified in Charter)


           Nevada                      333-131862                20-4292198
           ------                      ----------                ----------
(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)

        90 Pratt Oval, Glen Cove, New York                         11542
        -----------------------------------                        -----
     (Address of principal executive offices)                    (Zip code)

Registrant's telephone number, including area code:            (516) 674-4545


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:

|_|   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-2(b))

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


<PAGE>

Item 1.02 Termination of a Material Definitive Agreement.

      On March 7, 2006 Compliance Systems Corporation, a Nevada corporation (the
"Company")  entered into a Termination  Agreement (the "Termination  Agreement")
with  Montgomery  Equity  Partners,  Ltd.  ("Montgomery"),  whereby that certain
Securities Purchase Agreement,  Investor's Registration Rights Agreement, Escrow
Agreement,  two Insider Pledge and Escrow Agreements,  Security  Agreement,  and
five  separate  Subsidiary  Security  Agreements,  all of which were dated as of
November 30, 2005, were terminated.

Item 1.01 Entry into a Material Definitive Agreement.

      On March 8, 2006, the Company entered into a Securities Purchase Agreement
with  Montgomery,  pursuant to which the Company  issued to Montgomery a secured
convertible  debenture in the principal amount of $1,000,000 (the  "Debenture").
The  principal  amount of the  Debenture  is  comprised  of the  following:  (i)
$600,000 was issued to replace the  debenture  issued to  Montgomery on November
30,  2005  (the  "November  Debenture");  and  (ii)  a new  secured  convertible
debenture in the principal  amount of $400,000 was issued to  Montgomery,  for a
total purchase price of  $1,000,000.  The Debenture is secured by  substantially
all of the Company's assets, has two-year maturity date, and accrues interest at
10% per annum.

      Montgomery is entitled,  at its option,  to convert at any time, a portion
or all amounts of principal and interest due and outstanding under the Debenture
into shares of the  Company's  common  stock,  $0.001 par value per share,  at a
price  per  share  equal to the  lesser  of (a)  $0.10 or (b) 80% of the  lowest
Closing  Bid  Price of the  Company's  common  stock for the five  trading  days
immediately  preceding the  Conversion  Date as quoted by Bloomberg,  LP., which
conversion  price may be adjusted from  time-to-time  pursuant to other terms of
the Debenture. The term "Closing Bid Price" is defined as the price per share in
the last reported  trade of the Company's  common stock on the  Over-the-Counter
Bulletin  Board or on the  exchange  which the  common  stock is then  listed as
quoted by Bloomberg, LP.

      The Company may redeem, with three business days advance written notice to
Montgomery, a portion or all outstanding principal amounts plus accrued interest
due and  outstanding  under  the  Debenture  prior to the  maturity  date if the
closing  bid  price  of  the of the  Company's  common  stock,  as  reported  by
Bloomberg,  LP,  is less  than the  Fixed  Price  at the time of the  Redemption
Notice.  The Company  will pay an amount  equal to the  principal  amount  being
redeemed and accrued  interest,  plus a redemption  premium  equal to 20% of the
amount being redeemed (collectively referred to as the "Redemption Amount"). The
Company will deliver to Montgomery the  Redemption  Amount on the third business
day after the notice of redemption .

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibit No. Description

                                       2
<PAGE>

<TABLE>
<CAPTION>

Exhibit             Description                                                                Location
----------------------------------------------------------------------------------------------------------------
<S>               <C>                                                                          <C>
Exhibit 10.1     Securities Purchase  Agreement,  dated March 10, 2006, by and between the     Provided herewith
                 Company and Montgomery Equity Partners, Ltd.

Exhibit 10.2     Investor Registration Rights Agreement, dated March 10, 2006, by and          Provided herewith
                 between the Company and Montgomery Equity Partners, Ltd.

Exhibit 10.3     Secured Convertible Debenture, dated March 10, 2006, issued to                Provided herewith
                 Montgomery Equity Partners, Ltd.

Exhibit 10.4     Security Agreement, dated March 10, 2006, by and between the Company and      Provided herewith
                 Montgomery Equity Partners, Ltd.

Exhibit 10.5     Form of Subsidiary Security Agreement, dated March 10, 2006, by and           Provided herewith
                 between the Company and Montgomery Equity Partners, Ltd.

Exhibit 10.6     Pledge and Escrow Agreement, dated March 10, 2006, by and among the           Provided herewith
                 Company, Montgomery Equity Partners, Ltd. and David Gonzalez, Esq.

Exhibit 10.7     Insider Pledge and Escrow Agreement, dated March 10, 2006, by and among       Provided herewith
                 Dean Garfinkel, the Company, Montgomery Equity Partners, Ltd. and David
                 Gonzalez, Esq.

Exhibit 10.8     Insider Pledge and Escrow Agreement, dated March 10, 2006, by and among       Provided herewith
                 Barry Brookstein, the Company, Montgomery Equity Partners, Ltd. and
                 David Gonzalez, Esq.

Exhibit 10.9     Irrevocable Transfer Agent Instructions, dated March 10, 2006, between        Provided herewith
                 and among the Company, Montgomery Equity Partners, Ltd. and Transfer
                 Agent

Exhibit 10.10    Termination Letter Agreement, dated March 9, 2006, by and between the         Provided herewith
                 Company and Montgomery Equity Partners, Ltd.
</TABLE>


                                       3
<PAGE>

                                   SIGNATURES

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

Date: March 10, 2006                         COMPLIANCE SYSTEMS CORPORATION


                                             By: /s/ Dean Garfinkel
                                                 -------------------------------
                                                 Dean Garfinkel, President


                                       4
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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
                               ------------------

                                 March 10, 2006

                         COMPLIANCE SYSTEMS CORPORATION
                         ------------------------------
               (Exact Name of Registrant as Specified in Charter)

           Nevada                      333-131862                20-4292198
           ------                      ----------                ----------
(State or other jurisdiction           (Commission              (IRS Employer
      of incorporation)               File Number)           Identification No.)

        90 Pratt Oval, Glen Cove, New York                         11542
        -----------------------------------                        -----
     (Address of principal executive offices)                    (Zip code)

Registrant's telephone number, including area code:            (516) 674-4545

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:

|_|   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-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement.

      On March 7, 2006 Compliance Systems Corporation, a Nevada corporation (the
"Company")  entered into a Termination  Agreement (the "Termination  Agreement")
with  Montgomery  Equity  Partners,  Ltd.  ("Montgomery"),  whereby that certain
Securities Purchase Agreement,  Investor's Registration Rights Agreement, Escrow
Agreement,  two Insider Pledge and Escrow Agreements,  Security  Agreement,  and
five  separate  Subsidiary  Security  Agreements,  all of which were dated as of
November 30, 2005, were terminated.

Item 1.01 Entry into a Material Definitive Agreement.

      On March 8, 2006, the Company entered into a Securities Purchase Agreement
with  Montgomery,  pursuant to which the Company  issued to Montgomery a secured
convertible  debenture in the principal amount of $1,000,000 (the  "Debenture").
The  principal  amount of the  Debenture  is  comprised  of the  following:  (i)
$600,000 was issued to replace the  debenture  issued to  Montgomery on November
30,  2005  (the  "November  Debenture");  and  (ii)  a new  secured  convertible
debenture in the principal  amount of $400,000 was issued to  Montgomery,  for a
total purchase price of  $1,000,000.  The Debenture is secured by  substantially
all of the Company's assets, has two-year maturity date, and accrues interest at
10% per annum.

      Montgomery is entitled,  at its option,  to convert at any time, a portion
or all amounts of principal and interest due and outstanding under the Debenture
into shares of the  Company's  common  stock,  $0.001 par value per share,  at a
price  per  share  equal to the  lesser  of (a)  $0.10 or (b) 80% of the  lowest
Closing  Bid  Price of the  Company's  common  stock for the five  trading  days
immediately  preceding the  Conversion  Date as quoted by Bloomberg,  LP., which
conversion  price may be adjusted from  time-to-time  pursuant to other terms of
the Debenture. The term "Closing Bid Price" is defined as the price per share in
the last reported  trade of the Company's  common stock on the  Over-the-Counter
Bulletin  Board or on the  exchange  which the  common  stock is then  listed as
quoted by Bloomberg, LP.

      The Company may redeem, with three business days advance written notice to
Montgomery, a portion or all outstanding principal amounts plus accrued interest
due and  outstanding  under  the  Debenture  prior to the  maturity  date if the
closing  bid  price  of  the of the  Company's  common  stock,  as  reported  by
Bloomberg,  LP,  is less  than the  Fixed  Price  at the time of the  Redemption
Notice.  The Company  will pay an amount  equal to the  principal  amount  being
redeemed and accrued  interest,  plus a redemption  premium  equal to 20% of the
amount being redeemed (collectively referred to as the "Redemption Amount"). The
Company will deliver to Montgomery the  Redemption  Amount on the third business
day after the notice of redemption .

Item 3.02. Unregistered Sales of Equity Securities.

      See Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

      (a)   Not applicable

      (b)   Not applicable

      (c)   Exhibit No. Description

                                       2
Exhibit             Description                                                                Location
----------------------------------------------------------------------------------------------------------------
Exhibit 10.1     Securities Purchase  Agreement,  dated March 10, 2006, by and between the     Provided herewith
                 Company and Montgomery Equity Partners, Ltd.

Exhibit 10.2     Investor Registration Rights Agreement, dated March 10, 2006, by and          Provided herewith
                 between the Company and Montgomery Equity Partners, Ltd.

Exhibit 10.3     Secured Convertible Debenture, dated March 10, 2006, issued to                Provided herewith
                 Montgomery Equity Partners, Ltd.

Exhibit 10.4     Security Agreement, dated March 10, 2006, by and between the Company and      Provided herewith
                 Montgomery Equity Partners, Ltd.

Exhibit 10.5     Form of Subsidiary Security Agreement, dated March 10, 2006, by and           Provided herewith
                 between the Company and Montgomery Equity Partners, Ltd.

Exhibit 10.6     Pledge and Escrow Agreement, dated March 10, 2006, by and among the           Provided herewith
                 Company, Montgomery Equity Partners, Ltd. and David Gonzalez, Esq.

Exhibit 10.7     Insider Pledge and Escrow Agreement, dated March 10, 2006, by and among       Provided herewith
                 Dean Garfinkel, the Company, Montgomery Equity Partners, Ltd. and David
                 Gonzalez, Esq.

Exhibit 10.8     Insider Pledge and Escrow Agreement, dated March 10, 2006, by and among       Provided herewith
                 Barry Brookstein, the Company, Montgomery Equity Partners, Ltd. and
                 David Gonzalez, Esq.

Exhibit 10.9     Irrevocable Transfer Agent Instructions, dated March 10, 2006, between        Provided herewith
                 and among the Company, Montgomery Equity Partners, Ltd. and Transfer
                 Agent

Exhibit 10.10    Termination Letter Agreement, dated March 9, 2006, by and between the         Provided herewith
                 Company and Montgomery Equity Partners, Ltd.
3
SIGNATURES

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

Date: March 10, 2006                         COMPLIANCE SYSTEMS CORPORATION

                                             By: /s/ Dean Garfinkel
                                                 -------------------------------
                                                 Dean Garfinkel, President

                                       4