UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 40-F/A

[] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended December 31, 2005 Commission File Number: 001-32667

QUEST CAPITAL CORP.
(Exact name of Registrant as specified in its charter)

British Columbia Canada	6029	Not Applicable
(Province or Other Jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or Organization)	Classification Code)	Identification No.)

Suite 300, 570 Granville Street
Vancouver, British Columbia
Canada V6C 3P1
(604) 689-1428
(Address and telephone number of Registrant’s principal executive offices)

Corporation Service Company
Suite 400, 2711 Centerville Road
Wilmington, Delaware 19808
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title Of Each Class	Name Of Each Exchange On Which Registered
Common Shares	American Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

For annual reports, indicate by check mark the information filed with this Form:

[ x ] Annual Information Form [] Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the
period covered by the annual report: 119,265,568 Common Shares

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”).
If “yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.
Yes [] No [ x ]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the preceding 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 []

EXPLANATORY NOTE

This Form 40-F/A amends the Form 40-F for the year ended December 31, 2005 filed by Quest Capital Corp. (the “Company”) on March 31, 2006 (the “Original Form 40-F”), to include the Company’s Revised Annual Information Form dated April 21, 2006 (the “Revised Annual Information Form”) as Exhibit 99.6. The Revised Annual Information Form includes additional disclosure regarding the Company’s officers that was inadvertently omitted from the Annual Information Form included as Exhibit 99.6 to the Original Form 40-F. There are no other additions, deletions or changes to the Original Form 40-F.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this amendment to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

QUEST CAPITAL CORP.
By:	/s/ Brian E. Bayley
	Brian E. Bayley
	Chief Executive Officer

Date: April 26, 2006.

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
99.1*	Consent of PricewaterhouseCoopers LLP.
99.2	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.3	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
99.4	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.5	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.6	Revised Annual Information Form of the Company for year ended December 31, 2005.
99.7*	Audited consolidated financial statements of the Company and notes thereto as at and for the three years ended December 31, 2005, 2004 and 2003, together with the report of the auditors thereon.
99.8*	Management’s Discussion and Analysis for the year ended December 31, 2005.

* Previously filed with the Company’s Form 40-F for the year ended December 31, 2005.