SCANNER TECHNOLOGIES CORPORATION
                          ----------------------------

                            NOTICE OF ANNUAL MEETING
                           to be held on June 8, 2006
                           --------------------------




TO THE SHAREHOLDERS OF SCANNER TECHNOLOGIES CORPORATION:

         The  Annual  Meeting  of  the  Shareholders  of  Scanner   Technologies
Corporation,  a New Mexico corporation,  will be held on Thursday, June 8, 2006,
at 3:30 p.m.,  Minneapolis  time,  at the offices of  Fredrikson & Byron,  P.A.,
Suite  4000,  200  South  Sixth  Street,  Minneapolis,  Minnesota  55402 for the
following purposes:

         1. To set the number of directors at four (4).

         2. To elect directors.

         3. To ratify the appointment of Lurie Besikof Lapidus & Company, LLP as
            our  independent  registered  public  accounting  firm  for the year
            ending December 31, 2006.

         4. To  transact  such other  business as may  properly  come before the
            meeting.

         Shareholders  of record at the close of  business on April 19, 2006 are
entitled  to  notice of and to vote at the  Annual  Meeting  or any  adjournment
thereof.

         Your  attention is directed to the Proxy  Statement  accompanying  this
Notice for a more  complete  statement of matters to be considered at the Annual
Meeting.  A copy of the Annual Report for the year ended  December 31, 2005 also
accompanies this Notice.

         You are cordially invited to attend the Annual Meeting.

                                   By Order of the Board of Directors,


                                 Elwin M. Beaty
                                   Chairman, President, Chief Executive Officer
                                   and Chief Financial Officer
Minneapolis, Minnesota
Dated:  May 1, 2006




                                 PROXY STATEMENT
                                     for the
                         Annual Meeting of Shareholders
                       of Scanner Technologies Corporation
                           to be held on June 8, 2006
                            -------------------------


                                  INTRODUCTION


         The  accompanying  Proxy is solicited by the Board of Directors for use
at our 2006 Annual Meeting of Shareholders to be held on Thursday, June 8, 2006,
at the location and for the purposes set forth in the Notice of Annual  Meeting,
and at any adjournment thereof.

         The cost of soliciting proxies, including the preparation, assembly and
mailing  of the  proxies  and  soliciting  material,  as  well  as the  cost  of
forwarding such material to the beneficial owners of stock, will be borne by us.
Our directors,  officers and regular employees may, without  compensation  other
than their regular remuneration, solicit proxies personally or by telephone.

         Any shareholder  giving a Proxy may revoke it any time prior to its use
at the 2006 Annual Meeting by giving  written  notice of such  revocation to the
Secretary  or any other  officer of Scanner or by filing a later  dated  written
Proxy with one of our officers.  Personal  attendance at the 2006 Annual Meeting
is not, by itself,  sufficient  to revoke a Proxy unless  written  notice of the
revocation or a later dated Proxy is delivered to an officer  before the revoked
or superseded Proxy is used at the 2006 Annual Meeting. Proxies will be voted as
directed  therein.  Proxies  which are  signed by  shareholders  but which  lack
specific instruction with respect to any proposal will be voted in favor of such
proposal as set forth in the Notice of Annual  Meeting  or, with  respect to the
election of directors, in favor of the number and slate of directors proposed by
the Board of Directors and listed herein.

         The presence at the Annual Meeting in person or by proxy of the holders
of a majority of the  outstanding  shares of our Common  Stock  entitled to vote
shall constitute a quorum for the transaction of business. If a broker returns a
"non-vote"  proxy,  indicating a lack of voting  instructions  by the beneficial
holder of the shares and a lack of  discretionary  authority  on the part of the
broker to vote on a particular matter,  then the shares covered by such non-vote
shall be deemed  present at the meeting for purposes of determining a quorum but
shall not be deemed to be represented at the meeting for purposes of calculating
the vote required for approval of such matter.  If a  shareholder  abstains from
voting as to any  matter,  then the  shares  held by such  stockholder  shall be
deemed  present at the meeting  for  purposes  of  determining  a quorum and for
purposes of calculating  the vote with respect to such matter,  but shall not be
deemed to have  been  voted in favor of such  matter.  An  abstention  as to any
proposal will therefore have the same effect as a vote against the proposal.

         The mailing  address of the principal  executive  offices of Scanner is
14505 21st Avenue North, Suite 220, Minneapolis, Minnesota 55447. We expect that
the Notice of Annual Meeting,  Proxy Statement and Annual Report to Shareholders
will first be mailed to shareholders on or about May 1, 2006.

                      OUTSTANDING SHARES AND VOTING RIGHTS

         Shareholders  entitled  to notice of and to vote at the Annual  Meeting
and any adjournment  thereof are shareholders of record at the close of business
on April 19,  2006 (the  "Record  Date").  Persons who are not  shareholders  of
record on such date will not be allowed to vote at the  Annual  Meeting.  At the
close of business on the Record Date, we had 12,216,068  shares of common stock,
with no par value,  outstanding.  The common stock is our only outstanding class
of capital stock.  The holders of common stock are entitled to one vote for each
share held and may vote on each  matter to be voted upon at the Annual  Meeting.
Holders of the common  stock are not  entitled to  cumulate  their votes for the
election of directors.



         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as  of  April  19,  2006,  certain
information with respect to beneficial ownership of our Common Stock by (i) each
of our executive officers,  (ii) each of our directors,  (iii) each person known
to us to be the  beneficial  owner  of more  than 5% of our  outstanding  Common
Stock, and (iv) all of the directors and executive officers as a group.



                                                                    Shares Owned             Percentage
         Name (and Address of 5%                                    Beneficially &              Stock
         Owner) or Identity of Group of                              Record(1)              Outstanding(1)
         -------------------------------------------               -----------------        ---------------
                                                                                           
         Elwin M. Beaty                                                7,104,250(2)              49.8%

         David P. Mork                                                   757,160(3)               6.0%

         Betsy Brenden Radtke                                             95,000(4)               *

         Michael A. Thorsland                                            520,558(5)               4.2%

         Elaine E. Beaty                                               7,104,250(2)              49.8%

         All Executive Officers and Directors as a                     8,476,968(6)              56.6%
         group (4 persons)
-------------
*Less than 1%


(1)  For purposes of computing  "beneficial  ownership"  and the  percentage  of
     outstanding  Common  Stock held by each  person or group of  persons  named
     above as of April 19,  2006,  any  security  which such  person or group of
     persons  has the right to acquire  within 60 days after such date is deemed
     to be outstanding for the purpose of computing beneficial ownership and the
     percentage  ownership  of such person or  persons,  but is not deemed to be
     outstanding  for the purpose of computing the  percentage  ownership of any
     other person.

(2)  Represents holdings of (a) Elwin M. Beaty,  including (i) 2,531,343 shares,
     (ii) 350,000  shares that may be  purchased  by Mr. Beaty upon  exercise of
     exercisable  options and (iii) 670,782  shares that may be purchased by Mr.
     Beaty upon  exercise  of  exercisable  warrants,  and (b) Elaine E.  Beaty,
     including (i) 2,531,343 shares of Scanner Common Stock, (ii) 350,000 shares
     that may be purchased by Ms. Beaty upon exercise of exercisable options and
     (iii) 670,782 shares of that may be purchased by Ms. Beaty upon exercise of
     exercisable warrants. Elwin Beaty and Elaine Beaty are married, and each of
     them  disclaims the  beneficial  ownership of the  securities  owned by the
     other.

(3)  Includes 300,0000 shares that may be purchased by Mr. Mork upon exercise of
     exercisable  options and 70,310 shares that may be purchased  upon exercise
     of an exercisable warrant.

(4)  Represents  20,000 shares that may be purchased by Ms. Radtke upon exercise
     of a currently  exercisable warrant and 75,000 shares that may be purchased
     upon exercise of a currently exercisable option.

(5)  Includes  168,980  shares  that  may be  purchased  by Mr.  Thorsland  upon
     exercise of currently  exercisable  warrants and 75,000  shares that may be
     purchased upon exercise of a currently exercisable option.

(6)  See footnotes (2) through (5).

                DETERMINATION OF NUMBER AND ELECTION OF DIRECTORS
                              (Proposals #1 and #2)

         Our Bylaws  provide that at each regular  meeting of our  shareholders,
the  shareholders  shall  determine the number of directors.  The Bylaws further
provide that a director's term expires at the regular  meeting of  shareholders.
The Bylaws also state that,  between regular  meetings,  the number of directors
may be increased and any vacancies filled by the Board of Directors.

         At the recommendation of the Governance/Nominating Committee, the Board
of Directors  recommends  setting the number of directors at four and  nominates
the four current directors to continue serving as directors of Scanner until the
next annual meeting of shareholders  and until their  successors shall have been
elected and  qualified.  Determining  the number of  directors  and electing the
Board of Director's  recommended director nominees requires the affirmative vote
of the holders of a majority of the voting  power of the shares  represented  in
person or by proxy at the Annual  Meeting with  authority to vote on the matter,
provided that such majority  must be greater than  one-third of our  outstanding
shares entitled to vote at the meeting.


         The names,  ages, and respective  positions of the directors of Scanner
are set  forth  below,  as  well  as  additional  information  relating  to each
director.



         Name                                    Age      Position
                                                    
         Elwin M. Beaty                          65       Chairman, President, Chief Executive Officer and
                                                          Chief Financial Officer

         David P. Mork                           39       Senior Vice President and Director

         Betsy Brenden Radtke                    39       Director

         Michael A. Thorsland                    58       Director



         Elwin M. Beaty has served as our President, Chief Executive Officer and
Chief   Financial   Officer  and  a  director  since  our  merger  with  Scanner
Technologies  Corporation,  a  privately-held  Minnesota  corporation  ("Scanner
Minnesota"),  on July 31,  2002 (the  "Merger").  Mr.  Beaty has also  served as
Chairman of the Board since December 2004. Prior to the Merger, Mr. Beaty served
in the same  capacities  with  Scanner  Minnesota  since  its  incorporation  in
November 1990.

         David P. Mork has served as our Senior  Vice  President  and a director
since the Merger.  Mr. Mork served as Senior Vice President of Scanner Minnesota
from 1997 until the Merger.

         Betsy Brenden Radtke has served as a director of Scanner since December
2004. Ms. Radtke has served as Associate Vice President of Alumni  Relations for
Hamline University in St. Paul, Minnesota since August 1989.

         Michael A. Thorsland has served as a director of Scanner since December
2004. Mr. Thorsland has served as President of Venture Mortgage  Corporation,  a
mortgage banking company in Edina, Minnesota, since founding it in 1990.

                               EXECUTIVE OFFICERS

         The names and ages of our current executive  officers and the positions
held by such officers are listed below.



         Name                                         Age           Position
         ---------------------------------------    -------         --------------------------------------------
                                                             
         Elwin M. Beaty                                65           Chairman, President, Chief Executive Officer
                                                                    and Chief Financial Officer
         David P. Mork                                 39           Senior Vice President and Director


         For  information  as to the  business  background  of Mr. Beaty and Mr.
Mork, see the preceding section of this Proxy Statement  entitled  Determination
of Number and Election of Directors.


                              CORPORATE GOVERNANCE

         Our business  affairs are conducted under the direction of the Board of
Directors in accordance  with the New Mexico  Business  Corporation  Act and our
Articles of  Incorporation  and Bylaws.  Members of the Board of  Directors  are
informed of our  business  through  discussions  with  management,  by reviewing
materials  provided  to them and by  participating  in  meetings of the Board of
Directors and its committees.  The corporate governance practices that we follow
are summarized below.


Independence

         The Board has  determined  that half of its members are  "independent."
Our independent directors are Betsy Brenden Radtke and Michael A. Thorsland.

Code of Ethics and Business Conduct

         The Board has  approved  a Code of Ethics  and  Business  Conduct  that
applies to all of our employees, directors and officers, including our principal
executive officer, principal financial officer, principal accounting officer and
controller.  The Code of Ethics and Business  Conduct  addresses  such topics as
protection and proper use of our assets,  compliance  with  applicable  laws and
regulations,  accuracy and  preservation  of records,  accounting  and financial
reporting,  conflicts  of interest and insider  trading.  The Code of Ethics and
Business  Conduct is  available  free of charge to any  shareholder  who sends a
request for a copy to Scanner Electronics  Corporation,  Attn. Secretary,  14505
21st Avenue  North,  Suite 220,  Minneapolis,  Minnesota  55447,  and it is also
available on our website at www.scannertech.com.  Scanner intends to disclose on
its website any  amendment to, or waiver from, a provision of its Code of Ethics
that applies to our principal  executive officer,  principal  financial officer,
principal  accounting officer and controller relating to any element of the code
of ethics definition enumerated in Item 406(b) of Regulation S-B.

Meeting Attendance


         Board and Committee  Meetings.  During fiscal 2005,  the Board held two
(2) meetings in 2005, and took action once by unanimous  written  consent.  Each
director  attended 100% of the meetings of the Board and the committees on which
such director served.

         Annual  Meeting  of  Shareholders.   Subject  to  unavoidable  personal
conflicts,  directors shall attend our annual meetings of shareholders. All four
of our directors attended our 2005 annual shareholders' meeting.

Executive Sessions of the Board

         In accordance with the principles of corporate  practice adopted by the
Board of Directors, an executive session of non-management directors was held at
the time of each Board meeting.

Committees of the Board

         Our  Board of  Directors  has  three  standing  committees,  the  Audit
Committee, the Compensation Committee and the Governance/Nominating Committee.

         Audit  Committee.  The Audit  Committee  is  comprised  of  Michael  A.
Thorsland  (Chair) and Betsy Brenden Radtke,  both  independent  directors.  Mr.
Thorsland has been named as the "audit committee financial expert" as defined by
Item 401(e) of Regulation S-B under the Securities Act of 1933. Mr.  Thorsland's
experience  includes serving as Chief Financial Officer. We acknowledge that the
designation of Mr.  Thorsland as the audit committee  financial  expert does not
impose on Mr.  Thorsland any duties,  obligations  or liability that are greater
than the duties,  obligations and liability imposed on Mr. Thorsland as a member
of the  audit  committee  and the  Board of  Directors  in the  absence  of such
designation or  identification.  The Audit  Committee  reviews the selection and
work of our independent  registered  public  accounting firm and the adequacy of
internal  controls for compliance with corporate  policies and  directives.  The
Report of Audit  Committee is included on page 14. The Audit  Committee met four
(4) times in 2005.

         Compensation  Committee.  The  Compensation  Committee  is comprised of
Betsy  Brenden  Radtke  (Chair)  and  Michael  A.  Thorsland,  both  independent
directors. This committee recommends to the Board of Directors from time to time
the salaries to be paid to our  executive  officers and any plan for  additional
compensation  it deems  appropriate.  This  committee  is  vested  with the same
authority as the Board of Directors  with respect to the granting of options and
the administration of our 2004 Equity Incentive Plan. The Compensation Committee
did not meet in 2005.


         Governance/Nominating Committee. The Governance/Nominating Committee is
comprised of Elwin M. Beaty  (Chair),  Michael A.  Thorsland  and Betsy  Brenden
Radtke, a majority of which are independent directors. This committee recommends
to the Board of Directors nominees for vacant positions on the Board, sets goals
for the Board and monitors the  achievement  of such goals.  This committee will
consider a candidate for director  proposed by a  shareholder.  Candidates  must
have broad training and experience in their chosen fields and must have achieved
distinction  in  their  activities.   The  committee  considers  the  particular
expertise  of each  nominee  and  strives to achieve an  appropriate  breadth of
skills among the Board members.  A shareholder  who wants to propose a candidate
must comply with the  provisions  of our Bylaws  regarding  nominations  for the
election of directors. The policies of the committee are described more fully in
the    Governance/Nominating    Committee's    Report    on    page    6.    The
Governance/Nominating Committee met once in 2005.

Communications with the Board

         Shareholders may communicate directly with the Board of Directors.  All
communications  should be directed  to our  Secretary  at the address  below and
should  prominently  indicate on the outside of the envelope that it is intended
for the Board of Directors or for  non-management  directors.  If no director is
specified,  the  communication  will  be  forwarded  to the  entire  Board.  The
communication  will  not be  opened  before  being  forwarded  to  the  intended
recipient,  but it will  go  through  normal  security  procedures.  Shareholder
communications to the Board should be sent to:

                           Elaine E. Beaty, Secretary
                        Scanner Technologies Corporation
                          14505 21st Ave. N., Suite 220
                              Minneapolis, MN 55447

Compensation to Directors

         Each director receives an annual retainer of $6,000. No additional fees
are paid for  attendance at meetings.  In addition,  each director who is not an
employee of Scanner  receives,  upon his or her initial election to the Board, a
five-year warrant to purchase 20,000 shares of Common Stock at fair market value
on the date of grant.  Upon re-election,  each non-employee  director receives a
similar  warrant for 5,000  shares.  On September  26, 2005,  the Board  granted
options  to  purchase  75,000  shares  at  $0.45  per  share  to each of the two
non-employee directors.

                     GOVERNANCE/NOMINATING COMMITTEE REPORT

         The  Governance/Nominating  Committee  is  comprised  of a majority  of
independent   directors.   In   accordance   with  its  written   charter,   the
Governance/Nominating  Committee  assists the Board of Directors with fulfilling
its  responsibility  regarding  any  matters  relating to  corporate  governance
including  selection of candidates for our Board of Directors.  Its duties shall
include oversight of the principles of corporate governance by which Scanner and
the Board shall be governed;  the codes of ethical conduct and legal  compliance
by which Scanner and its  directors,  executive  officers,  employees and agents
will be governed;  policies  for  evaluation  of the Board and the  chairperson;
policies  for  election  and  reelection  of Board  members;  and  policies  for
succession planning for the Chief Executive Officer, Board chairperson and other
Board leaders. In addition,  the Committee is responsible for annually reviewing
the composition of the Board,  focusing on the governance and business needs and
requirements  of Scanner,  nominating and screening of Board member  candidates,
evaluating the performance of Board members and  recommending  the reelection of
Board  members  who are  performing  effectively  and who  continue to provide a
competency  needed on the  Board.  When a  director's  principal  occupation  or
business association changes substantially,  such director shall tender a letter
of resignation to the Board through the Governance/Nominating  Committee,  which
resignation  will be considered  and acted upon in a manner that is best for the
Board and Scanner.

         The  Governance/Nominating   Committee  will  consider  candidates  for
nomination as a director  recommended by  shareholders.  In evaluating  director
nominees,   the   Governance/Nominating   Committee   requires  certain  minimum
qualifications,  including  high moral  character  and mature  judgment  and the
ability to work  collegially  with  others.  In  addition,  factors  such as the
following shall be considered:

         o        appropriate size and diversity of the Board;
         o        needs of the Board  with  respect  to  particular  talent  and
                  experience;
         o        knowledge, skills and experience of nominee;


         o        familiarity with domestic and international  business matters;
         o        appreciation  of  the  relationship  of  our  business  to the
                  changing needs of society; and
         o        desire to balance the benefit of continuity  with the periodic
                  injection of the fresh perspective provided by a new member.

         Shareholders  who wish to recommend one or more candidates for director
to the  Governance/Nominating  Committee must provide written  recommendation to
the  Secretary  of  Scanner.   Notice  of  a  recommendation  must  include  the
shareholder's  name,  address and the number of Scanner shares owned, along with
information  with  respect to the person  being  recommended,  i.e.  name,  age,
business address,  residence address,  current principal  occupation,  five-year
employment  history with  employer  names and a  description  of the  employer's
business,  the number of shares  beneficially owned by the prospective  nominee,
whether such person can read and understand basic financial statements and other
board memberships,  if any. The recommendation  must be accompanied by a written
consent of the  prospective  nominee to stand for  election if  nominated by the
Board of  Directors  and to serve if elected by the  shareholders.  Scanner  may
require  any  nominee to furnish  additional  information  that may be needed to
determine the eligibility of the nominee.

         Shareholders  who wish to  present a proposal  at an annual  meeting of
shareholders  must  provide a written  notice to our  Secretary  at the  address
below:

                           Elaine E. Beaty, Secretary
                        Scanner Technologies Corporation
                          14505 21st Ave. N., Suite 220
                              Minneapolis, MN 55447

         A copy  of  the  current  Governance/Nominating  Committee  Charter  is
available   on   our   website   at   www.scannertech.com.    Members   of   the
Governance/Nominating Committee

                             Elwin M. Beaty - Chair
                              Michael A. Thorsland
                              Betsy Brenden Radtke

                             EXECUTIVE COMPENSATION

Employment Agreements and Arrangements

         On January 1, 2004,  Scanner entered into an Employment  Agreement with
Elwin M. Beaty,  our  Chairman,  President,  Chief  Executive  Officer and Chief
Financial Officer.  Pursuant to the agreement, Mr. Beaty's current annual salary
is  $240,000.  In  addition,  Mr. Beaty is entitled to $40,000 on January 1st of
each year. The agreement can be terminated by either Scanner or Mr. Beaty upon a
30-day written  notice to the other party;  provided,  however,  that if Scanner
terminates Mr.  Beaty's  employment  without cause,  Mr. Beaty is entitled to an
amount equal to his total annual salary.

         In an agreement  dated April 19, 2002, Mr. Beaty forgave our obligation
to pay him accrued salary of $1,254,575 and released  Scanner,  its  successors,
its officers and directors  from any  liability in  connection  with the accrued
salary. In exchange, it was agreed that Mr. Beaty shall receive a certain amount
of the proceeds,  if any,  that Scanner may receive out of litigation  involving
patents that Scanner has licensed.  Under the agreement,  Scanner shall keep 60%
of any proceeds of the currently  ongoing  litigation and shall pay to Mr. Beaty
40% of such proceeds until Scanner has been reimbursed for all attorney fees and
other expenses incurred in connection with the current litigation, and Mr. Beaty
has received the total amount of  $1,254,575.  If one party has received all the
amounts owing to such party before the other party's claim under this  provision
has been satisfied, the other party shall receive 100% of the proceeds until its
claim is satisfied.  If any proceeds remain after such payment,  Mr. Beaty shall
receive  50% of such  remainder.  He also  has a right  to  receive  part of the
proceeds,  if any,  that  Scanner may receive out of any  subsequent  litigation
involving  the licensed  patents.  Scanner  shall keep 60% of any proceeds  from
subsequent  litigation  until its attorney fees and other  expenses  incurred in
connection with the current and any subsequent  litigation have been reimbursed,
and Mr. Beaty shall receive 40% of any proceeds from subsequent litigation until
he has  received  a  total  amount  of  $1,254,575  out of the  proceeds  of the
currently  ongoing and any  subsequent  litigation.  If any  proceeds out of the
subsequent  litigation remain after such distribution,  Scanner shall pay 25% of
such remaining proceeds to Mr. Beaty.


         On January 1, 2004,  Scanner entered into an Employment  Agreement with
David P. Mork,  our Senior Vice  President.  Mr. Mork's current annual salary is
$180,000.  The agreement can be terminated by either  Scanner or Mr. Mork upon a
30-day written  notice to the other party;  provided,  however,  that if Scanner
terminates  Mr.  Mork's  employment  without  cause,  Mr. Mork is entitled to an
amount equal to one-half of his total annual salary.

         To provide Mr. Mork with an incentive to continue his  employment  with
Scanner  Technologies,  and to compensate him for  compensation  in recent years
which we believe was less than he might have  received in a comparable  position
elsewhere,  Mr. Mork was also a party to the agreement described above regarding
the distribution of litigation proceeds. Pursuant to the agreement,  Scanner has
agreed to pay to Mr. Mork 20% of the  remaining  proceeds,  if any, that Scanner
may receive out of the currently  ongoing  litigation,  and 25% of the remaining
proceeds, if any, that we may receive out of any future litigation involving the
licensed patent,  and that remain after the aforesaid payments to Scanner and to
Mr. Beaty have been made out of such proceeds.

Summary Compensation Table

         The   following   Summary   Compensation   Table  sets  forth   certain
compensation  information  for services  rendered in all capacities to us by our
Chief  Executive  Officer and by the only other  executive  officer  whose total
salary and bonus exceeded $100,000 during 2005.



                                                                                   Long Term
                                                 Annual Compensation              Compensation
                                              -----------------------             ------------
                                     Fiscal                                                          All Other
Name and Principal Position           Year    Salary ($)    Bonus ($)   Other ($)     Options      Compensation ($)
---------------------------          -------  ----------    ---------   ---------  -------------   ----------------
                                                                                    

Elwin M. Beaty                        2005    309,075(2)          --          --      200,000                --
  Chairman, President, Chief          2004    303,000         12,000          --      150,000                --
  Executive Officer and Chief         2003    180,000             --          --        --              163,772
  Financial Officer(1)
David P. Mork                         2005    177,000(2)          --          --      200,000                --
  Senior Vice President               2004    171,000         12,000          --      100,000                --
                                      2003    120,000          1,500          --        --                   --


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

(1)      Does not include  compensation  paid to family  members.  See  "Certain
         Relationships and Related  Transactions."

(2)      Includes  $6,000  director  fee and  payment of unused  vacation  time:
         $23,075 for Mr. Beaty and $15,000 for Mr. Mork.

Option/SAR Grants During 2005 Fiscal Year

         The  following  table sets forth  information  regarding  stock options
granted to the named  executive  officers  during the fiscal year ended December
31, 2005. We have not granted any stock appreciation rights.





                        Number of          % of Total
                       Securities         Options/SARs
                       Underlying          Granted to         Exercise or
                      Options/SARs        Employees in        Base Price         Expiration
Name                   Granted (#)        Fiscal Year           ($/Sh)              Date
----                 ---------------    ---------------     --------------      --------
                                                                      
Elwin M. Beaty          200,000(1)              24.0%             $0.495          09/25/10
David P. Mork           200,000(2)              24.0%             $0.45           09/25/12
--------------


(1)  The option,  which was granted on September 26, 2005, has an exercise price
     equal to 110% of the fair  market  value on the date of grant.  The  option
     became  exercisable  in full on January 1, 2006.  Does not include  options
     granted  to  family  members.   See  "Certain   Relationships  and  Related
     Transactions."

(2)  The option,  which was granted on September 26, 2005, has an exercise price
     equal to 100% of the fair  market  value on the date of grant.  The  option
     became exercisable to the extent of 100,000 shares on each of September 26,
     2005 and January 1, 2006.





Option Exercises During 2005 Fiscal Year and Fiscal Year-End Option Values

         The following table provides information as to options exercised by the
named executive  officers in the Summary  Compensation  Table during fiscal 2005
and the number and value of options at  December  31,  2004.  We do not have any
outstanding stock appreciation rights.




                                                                                                 VALUE OF UNEXERCISED
                                                        NUMBER OF UNEXERCISED OPTIONS         IN-THE MONEY OPTIONS AT
                        SHARES                                AT DECEMBER 31, 2005               DECEMBER 31, 2005(1)
                      ACQUIRED ON     VALUE REALIZED    -------------------------------   ----------------------------------
     NAME              EXERCISE(#)        ($)            EXERCISABLE     UNEXERCISABLE    EXERCISABLE       UNEXERCISABLE
------------------   --------------   --------------    ---------------- --------------   --------------  ------------------
                                                                                               
Elwin M. Beaty(2)           --             --                150,000         200,000              $0                $0

David P. Mork               --             --                100,000         200,000              $0                $0


(1)  Value of  unexercised  options is calculated on the basis of the difference
     between the option exercise price and $0.37, the closing sale price for our
     Common  Stock at  December  31, 2005 as quoted by the OTC  Bulletin  Board,
     multiplied by the number of shares of Common Stock underlying the option.

(2)  Does not include  options held by family  members at year end. See "Certain
     Relationships and Related Transactions."

             Section 16(a) Beneficial Ownership Reporting Compliance

         Under  Section  16(a)  of the  Securities  Exchange  Act of  1934,  our
officers,  directors, and persons who own more than 10% of our equity securities
are  required to file reports of  ownership  and changes in  ownership  with the
Securities and Exchange  Commission  ("SEC").  Based solely on our review of the
copies of such reports  received by us, we believe that,  during 2005,  all such
filing  requirements were complied with except that an option grant was reported
on a Form 4 that was not timely filed on behalf of each of Mr. Beaty,  Mr. Mork,
Ms. Radtke,  Mr.  Thorsland and Ms. Beaty.  In addition,  Barron  Partners L.P.,
formerly  a more  than 10%  holder,  filed  five  Forms 4,  each  reporting  one
transaction, that were not timely filed.

                 Certain Relationships and Related Transactions

         Elaine  E.  Beaty,  a more  than 10%  shareholder  and wife of Elwin M.
Beaty,  our Chairman,  President,  Chief  Executive  Officer and Chief Financial
Officer, is employed by Scanner  Technologies,  and for the years 2004 and 2005,
Ms.  Beaty  received  an  aggregate  salary and bonus of $102,000  and  $98,650,
respectively.  Mr.  Beaty's  children,  Bok Beaty  and  Brooke  Beaty,  are also
employed  by Scanner  Technologies.  For 2004 and 2005,  Bok Beaty  received  an
aggregate  salary and bonus of $45,800  and  $37,373,  respectively,  and Brooke
Beaty   received  an  aggregate   salary  and  bonus  of  $50,049  and  $32,712,
respectively.  In  addition,  in 2004 and 2005,  five-year  options to  purchase
shares at 110% of the fair  market  value on the date of grant  were  granted to
these family  members:  Elaine Beaty (150,000 shares at $1.32 and 200,000 shares
at $0.495, respectively), Bok Beaty (15,000 shares at $1.32 and 20,000 shares at
$0.495, respectively) and Brooke Beaty (15,000 shares at $1.32 and 20,000 shares
at $0.495, respectively).


                         RATIFICATION OF APPOINTMENT OF
                       INDEPENDENT PUBLIC ACCOUNTING FIRM
                                  (Proposal #3)

         The Board of  Directors  recommends  that the  shareholders  ratify the
appointment of Lurie Besikof Lapidus & Company,  LLP, as our independent  public
accounting firm for the year ending  December 31, 2006.  Lurie Besikof Lapidus &
Company,  LLP has served as our independent  public  accounting firm since 2002.
Lurie Besikof  Lapidus & Company,  LLP provided  services in connection with the
audit of the financial statements of the Company for the year ended December 31,
2005,  assistance with the Company's  Annual Report  submitted to the Securities
and Exchange  Commission  on Form 10-KSB and  quarterly  reports  filed with the
Securities and Exchange  Commission,  and  consultation  on matters  relating to
accounting and financial  reporting.  Representatives of Lurie Besikof Lapidus &
Company,  LLP are expected to be present at the Annual Meeting and will be given
an  opportunity  to make a statement if so desired and to respond to appropriate
questions.



         The  ratification  of  Lurie  Besikof  Lapidus  &  Company,  LLP as the
independent   registered   public  accounting  firm  for  Scanner  requires  the
affirmative  vote of a majority of the shares  represented in person or by proxy
at the Annual Meeting.

Audit Fees

         We paid the following fees to Lurie Besikof Lapidus & Company,  LLP for
fiscal years 2004 and 2005:

                                     2004                     2005
                                   -------                   -------
Audit Fees                         $31,155                   $62,280
Audit-Related Fees                       0                         0
Tax Fees                             7,085                     7,200
All Other Fees                      11,410                    14,490
                                    ------                    ------
                                   $49,650                   $83,970

         Audit  Fees.  Represents  fees for the  audit of our  annual  financial
statements and review of the financial statements included in our Form 10-QSB or
services  that are  normally  provided  by the  accountant  in  connection  with
statutory and regulatory filings or engagements.

         Tax Fees. The 2004 fees were for tax return  preparation,  and the 2005
fees were for tax planning.

         All Other Fees.  The aggregate  fees billed in the year ended  December
31, 2004 for services  relating to the SEC filings and accounting  consultations
were  $8,900 and $2,510,  respectively.  The  aggregate  fees billed in the year
ended December 31, 2005 for services  relating to the SEC filings and accounting
consultations were $14,490.

         After  consideration,  the  Audit  Committee  has  determined  that the
provision  of these  services  is  compatible  with  maintaining  the  principal
accountant's independence.

Pre-Approval Policy

         In accordance with the Audit Committee charter, all audit and non-audit
services  by  the  independent   registered   public  accounting  firm  must  be
pre-approved by the Audit Committee.

                            REPORT OF AUDIT COMMITTEE

         The Board of Directors  maintains an Audit  Committee  comprised of two
outside  directors.  The Board of Directors and the Audit Committee believe that
the Audit  Committee's  current  member  composition  satisfies  the rule of the
National  Association of Securities  Dealers,  Inc.  ("NASD") that governs audit
committees  composition,  Rule 4350(d)(2),  including the requirement that audit
committee members all be "independent directors" as that term is defined by NASD
Rule 4200(a)(15).

         In  accordance  with  its  written  charter  adopted  by the  Board  of
Directors  (filed as  Appendix  A to the  proxy  statement  for our 2005  annual
meeting), the Audit Committee assists the Board of Directors with fulfilling its
oversight  responsibility regarding the quality and integrity of the accounting,
auditing  and  financial  reporting  practices  of  Scanner   Technologies.   In
discharging  its oversight  responsibilities  regarding the audit  process,  the
Audit Committee:

         (1)      reviewed and discussed the audited  financial  statements with
                  management;

         (2)      discussed with the independent  auditors the material required
                  to be discussed by Statement on Auditing Standards No. 61; and

         (3)      reviewed  the  written  disclosures  and the  letter  from the
                  independent  auditors  required by the Independence  Standards
                  Board's  Standard  No.1,  and discussed  with the  independent
                  auditors any  relationships  that may impact their objectivity
                  and independence.


         Based upon the  review and  discussions  referred  to above,  the Audit
Committee  recommended  to the Board of  Directors  that the  audited  financial
statements  be included in the Annual  Report on Form 10-KSB for the fiscal year
ended December 31, 2005, as filed with the Securities and Exchange Commission.

                    Members of the Audit Committee
                          Michael A. Thorsland - Chair
                          Betsy Brenden Radtke

                  SHAREHOLDER PROPOSALS FOR 2007 ANNUAL MEETING

         Any  appropriate  proposal  submitted by a  shareholder  of Scanner and
intended to be presented at the 2007 Annual  Meeting must be received by Scanner
by January 2, 2007 to be included in our proxy or information  statement for the
2007 Annual Meeting.  If a shareholder  proposal intended to be presented at the
2007 annual  meeting but not  included in the proxy  materials is received by us
after  March  17,  2007,  then  management  named in our  proxy  or  information
statement for the 2007 Annual Meeting will have discretionary  authority to vote
shares represented by such proxies on the shareholder  proposal, if presented at
the meeting.


                                 OTHER BUSINESS

         Management  is not aware of any matters to be  presented  for action at
the Annual Meeting, except matters discussed in the Information Statement.


                          ANNUAL REPORT TO SHAREHOLDERS

         A copy of our Annual Report to  Shareholders  for the fiscal year ended
December  31, 2005  accompanies  this Notice of Annual  Meeting and  Information
Statement. No part of such Annual Report is incorporated herein.

                           AVAILABILITY OF FORM 10-KSB

         Scanner will furnish  without  charge to each  shareholder  of Scanner,
upon  written  request of any such person,  a copy of our Annual  Report on Form
10-KSB for the fiscal year ended December 31, 2005, as filed with the Securities
and  Exchange  Commission,  including  the  financial  statements.  Scanner will
furnish to any such person any exhibit  described in the list  accompanying  the
Form 10-KSB upon the advance  payment of  reasonable  fees related to furnishing
such exhibit(s).  Requests for copies of such report and/or exhibit(s) should be
directed to the Secretary at our principal address.

                                   By Order of the Board of Directors,


                                   Elwin M. Beaty
                                   Chairman, President, Chief Executive Officer
May 1, 2006                        and Chief Financial Officer






                        SCANNER TECHNOLOGIES CORPORATION
                      PROXY SOLICITED BY BOARD OF DIRECTORS
                     For the Annual Meeting of Shareholders
                                  June 8, 2006


The  undersigned  hereby appoints Elwin M. Beaty and David P. Mork, or either of
them,  proxies  with full power of  substitution  to vote all shares of stock of
Scanner Technologies Corporation of record in the name of the undersigned at the
close of business on April 19, 2006, at the Annual Meeting of Shareholders to be
held at the offices of  Fredrikson & Byron,  P.A.,  Suite 4000,  200 South Sixth
Street,  Minneapolis  Minnesota  at  3:30  p.m.  on  June  8,  2006,  or at  any
adjournment or adjournments thereof, hereby revoking all former proxies:



                                                        

1.  Set the number of directors at four (4).

                      ---                   ---                   ---
                          FOR                   AGAINST               ABSTAIN
                      ---                   ---                   ---

2.  Elect Directors:  Nominees:         Elwin M. Beaty, David P. Mork, Betsy Brenden Radtke and
                                        Michael A. Thorsland

                      ---                                         ---
                          FOR nominees listed above                   WITHHOLD AUTHORITY to vote
                          (except  for  the   nominee(s)   whose      for all nominees listed above
                          name(s) has been written below
                      ---                                         ---


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

3.  Ratify  appointment  of  Lurie  Besikof  Lapidus  &  Company,  LLP as our  independent  registered  public
    accounting firm for the year ending December 31, 2006.
                      ---                   ---                   ---
                          FOR                   AGAINST               ABSTAIN
                      ---                   ---                   ---



Dated: ____________________, 2006                             -----------------------------------------------------


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

                                                              Please sign name(s) exactly as shown at left.  When
                                                              signing as executor, administrator, trustee or
                                                              guardian, give full title as such; when shares have
                                                              been issued in names of two or more persons, all
                                                              should sign.









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