10-K/A

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K
AMENDMENT NO. 1

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2003

Commission File No. 0-23866

VL Dissolution Corporation

(Name of Issuer in its Charter)

Colorado	06-0679347
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

1625 Broadway
Suite 990
Denver, Colorado 80202
(303) 592-5700
(Address and Telephone Number of Principal Executive Offices)

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:

Title of Class
Common Stock, $.01 Par Value

     Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. x Yes o No

     Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of issuer’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. o

     At September 15, 2003, 7,348,572 shares of Common Stock were outstanding. The aggregate market value of the Common Stock held by non-affiliates on September 15, 2003 was $8,156,915 based on the OTCBB closing price of $1.11 per share on that date.

TABLE OF CONTENTS

PART II — FINANCIAL INFORMATION
	Item 9A. Controls and Procedures
PART III — OTHER INFORMATION
	Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
SIGNATURES
EXHIBIT INDEX
Certification by the Board of Directors - Section 302
Certification by the Board of Directors - Section 906

EXPLANATORY NOTE

VL Dissolution Corporation hereby amends Part II, Item 9A and Part III, Item 14 of its Annual Report on Form 10-K for the fiscal year ended June 30, 2003 to conform certain disclosures and to to include the exhibits that were omitted from the original filing.

PART II — FINANCIAL INFORMATION

Item 9A. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Board of Directors to allow timely decisions regarding required disclosure about Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act.

As of May 5, 2003 the Company sold substantially all of its assets and began the orderly dissolution and liquidation of its assets. As the Company currently has no ongoing operations, chief executive officer, principal financial officers, principal accounting officer or employees, the evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Form 10-Q was performed by the Company’s Board of Directors. Based on that evaluation, the Board has concluded that the Company’s disclosure controls and procedures are effective as of the end of such period.

Furthermore, there have been no changes in the Company’s internal controls over financial reporting during the fiscal year ended June 30, 2003 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

     PART III – OTHER INFORMATION

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

Exhibit No.	Description
2.1	Amended Plan of Dissolution of Vari-L Company, Inc. as approved by the shareholders at the special meeting held on May 5, 2003 filed as Exhibit 2.1 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
3.1a	Restated Articles of Incorporation, as Amended, filed as Exhibit 4.1 to the Form S-8 Registration Statement (No. 33-88666) and incorporated herein by reference.
3.1b	Articles of Amendment to the Articles of Incorporation filed as Exhibit 3.1b to the Form 10-KSB for the year ended December 31, 1996 and incorporated herein by reference.
3.2	Amended and Restated Bylaws adopted September 26, 2002 and filed as Exhibit 3.2 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.

Exhibit No.	Description
4.1	Specimen Certificate for $.01 par value Common Stock filed as Exhibit 4.3 to the Form SB-2 Registration Statement (No. 33-74704-D) and incorporated herein by reference.
4.2	Rights Agreement with American Securities Transfer, Inc. dated March 15, 1996 filed as Exhibit 4.2 to the Form 8-A/A Registration Statement (No. 0-23866) and incorporated herein by reference.
4.3	Specimen Certificate for Right to Purchase $.01 par value Common Stock filed as Exhibit 4.3 to the Form 8-A/A Registration Statement (No. 0-23866) and incorporated herein by reference.
4.4	Securities Purchase Agreement with the Purchasers dated March 4, 1997 filed as Exhibit 4.5 to the Form S-3 Registration Statement (No. 333-25173) and incorporated herein by reference.
4.6	Form of Warrant to Purchase Common Stock issued to the Purchasers under the Securities Purchase Agreement dated March 4, 1997 filed as Exhibit 4.7 to the Form S-3 Registration Statement (No. 333-25173) and incorporated herein by reference.
4.7	Amendment No. 1 to Rights Agreement with American Securities Transfer, Inc. dated October 7, 2002 and filed as Exhibit 4.7 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.1	Executive Employment Agreement with Joseph H. Kiser, dated effective June 1, 1997, filed as Exhibit 10.1 to the Form 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference.
10.2	Lease Agreement dated January 1, 1987 with J.C. Enterprises for the facility located at 5165 Peoria Street, Denver, Colorado, as amended on December 6, 1990 and March 23, 1993, filed as Exhibit 10.15 to the Form SB-2 Registration Statement (No. 33-74704-D) and incorporated herein by reference.
10.3	Settlement Agreement with Joseph H. Kiser, David G. Sherman, Alwin E. Branson and Carolyn Y. Kiser dated January 31, 1992, as amended March 23, 1993, filed as Exhibit 10.18 to the Form SB-2 Registration Statement (No. 33-74704-D) and incorporated herein by reference.
10.4	Profit Sharing Plan and Trust Agreement, as amended and restated effective April 19, 1994 filed as Exhibit 10.16 to the Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference.
10.5	Lease Agreement dated March 12, 1997 with Five K Investments for the facility located at 4895 Peoria Street, Denver, Colorado filed as Exhibit 10 to the Form 10-QSB for the quarter ended September 30, 1997 and incorporated herein by reference.
10.6	Third Amendment to Lease Agreement dated January 1, 1987 with J.C. Enterprises for the facility located at 5165 Peoria Street, Denver, Colorado, as amended December 6, 1990, March 23, 1993, and October 30, 1998 filed as Exhibit 10.6 to the Form 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference.

Exhibit No.	Description
10.7	Termination and Consulting Agreement with David G. Sherman dated August 1, 2000 filed as Exhibit 10.1 to the Form 8-K dated August 1, 2000 and incorporated herein by reference.
10.8	Employment Agreement with Timothy M. Micun dated March 2, 2001 filed as Exhibit 10.26 to the Form 10-K for the fiscal year ended June 30, 2001 and incorporated herein by reference.
10.9	Credit and Security Agreement with Wells Fargo Business Credit, Inc. dated June 28, 2001 filed as Exhibit 99.2 to the Form 8-K dated June 28, 2001 and incorporated herein by reference.
10.10	Patent and Trademark Security Agreement with Wells Fargo Business Credit, Inc. dated June 28, 2001 filed as Exhibit 99.3 to the Form 8-K dated June 28, 2001 and incorporated herein by reference.
10.11	First Amendment to Credit and Security Agreement dated September 17, 2001 filed as Exhibit 10.1 to the Form 10-Q dated September 30, 2001 and incorporated herein by reference.
10.12	Employee Stock Purchase Plan effective as of November 30, 2001 filed as Exhibit 10.1 to the Form 10-Q for the quarter ended December 31, 2001 and incorporated herein by reference.
10.13	Amended and Restated Tandem Stock Option and Stock Appreciation Rights Plan, effective as of January 1, 2002 filed as Exhibit 10.1 to the Form 10-Q for the quarter ended March 31, 2002 and incorporated by reference herein.
10.14	Stock Grant Plan effective as of January 1, 2002 filed as Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2002 and incorporated herein by reference.
10.15	Agreement between Vari-L Company, Inc. and Asvan Technology, LLC dated January 25, 2002 filed as Exhibit 10.15 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.16	Second Amendment to Credit and Security Agreement with Wells Fargo Business Credit, Inc. dated February 8, 2002 filed as Exhibit 10.16 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.17	Form of Indemnity Agreement by and among Vari-L Company, Inc. and each of Gil J. Van Lunsen (dated June 1, 2001), Sarah L. Booher (dated July 5, 2001), David A. Lisowski (dated July 5, 2001), Anthony B. Petrelli (dated July 5, 2001), David M. Risley (dated November 21, 2001) and Robert C. Dixon (dated January 11, 2002) filed as Exhibit 10.17 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.18	Employment Agreement with Charles R. Bland dated August 1, 2002 filed as Exhibit 10.18 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.19	Employment Agreement with Russell M. Crouch dated August 1, 2002 filed as Exhibit 10.19 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.

Exhibit No.	Description
10.20	Employment Agreement with Richard P. Dutkiewicz dated August 1, 2002 filed as Exhibit 10.20 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.21	Employment Agreement with Ernest C. Hafersat dated August 1, 2002 filed as Exhibit 10.21 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.22	Employment Agreement with Janice E. Hyland dated August 1, 2002 filed as Exhibit 10.22 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.23	Employment Agreement with Matthew D. Pope dated August 1, 2002 filed as Exhibit 10.23 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.24	Employment Agreement with Larry M. Romero dated August 1, 2002 filed as Exhibit 10.24 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.25	Employment Agreement with Timothy G. Schamberger dated August 1, 2002 filed as Exhibit 10.25 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.26	Employment Agreement with Daniel J. Wilmot dated August 1, 2002 filed as Exhibit 10.26 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.27	Engagement letter with Green, Manning & Bunch, Ltd. dated September 9, 2002 filed as Exhibit 10.27 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.28	Forbearance Agreement and Third Amendment to Credit and Security Agreement with Wells Fargo Business Credit, Inc. dated September 26, 2002 filed as Exhibit 99.1 to the Form 8-K dated October 1, 2002 and incorporated herein by reference.
10.29	Indemnity Agreement, dated October 2, 2002, by and among Vari-L Company with Charles R. Bland filed as Exhibit 10.29 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.30	Indemnity Agreement, dated October 2, 2002, by and among Vari-L Company, Inc. with Richard P. Dutkiewicz filed as Exhibit 10.30 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.31	Memorandum of Understanding dated October 3, 2002 between Vari-L Company, Inc. and the plaintiffs in Civil Action No. 00-S-1198 between plaintiffs Michael Rasner, et al., on behalf of themselves and other similarly situated and defendants Vari-L Company, Inc., Derek Bailey, Joseph Kiser, David G. Sherman and Jon Clark in the United States District Court, District of Colorado, by and through their respective attorneys, for settlement of litigation against Vari-L Company, Inc. filed as Exhibit 10.31 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.

Exhibit No.	Description
10.32	Loan Agreement with Sirenza Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.32 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.33	Security Agreement with Sirenza Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.33 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.34	Exclusivity and Right of First Refusal Agreement with Sirenza Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.34 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.35	Resale Registration Rights Agreement with Sirenza Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.35 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.36	Letter Agreement dated November 12, 2002 between Vari-L Corporation, Inc. and Five K Investments amending that certain lease agreement dated as of March 12,1997 by and between Vari-L Corporation, Inc. and Five K Investments filed as Exhibit 10.1 to the Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.
10.37	Stipulation of Settlement dated January 22, 2003 between Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman, Jon L. Clark and the plaintiffs in Civil No. 00-S-1198 between plaintiffs Michael Rasner, et al., on behalf of themselves and other similarly situated and defendants Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman and Jon L. Clark in the United State District Court, District of Colorado, by and through their respective attorneys, for settlement of litigation against Vari-L Company, Inc. filed as Exhibit 10.1 to the Form 10-Q for the quarter ended December 31, 2002 and incorporated herein by reference.
10.38	Form of Amended and Restated Indemnity Agreement by and among Vari-L Company, Inc. and each of Gil J. Van Lunsen, Sarah L. Booher, David A. Lisowski, Anthony B. Petrelli, David M. Risley, Robert C. Dixon, Charles A. Bland and Richard P. Dutkiewicz each dated as of March 11, 2003 filed as Exhibit 10.1 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
10.39	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 11101 East 51st Street, Denver, Colorado filed as Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
10.40	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 5165 Peoria Street, Denver, Colorado filed as Exhibit 10.3 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
10.41	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 4895 Peoria Street, Denver, Colorado filed as Exhibit 10.4 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.

Exhibit No.	Description
10.42	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 4955 Peoria Street, Denver, Colorado filed as Exhibit 10.5 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
10.43*	Letter Agreement dated May 6, 2003 between Vari-L Corporation, Inc. and Cloyses Partners, LLC.
23*	Consent of KPMG LLP
31	Certification by the Board of Directors pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification by the Board of Directors pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed.

Schedule II, Valuation and Qualifying Accounts, for the period from July 1, 2002 to May 5, 2003 and for the years ended June 30, 2002 and 2001 (Unaudited)

Reports on Form 8-K

A report on Form 8-K dated May 5, 2003 under Items 2 and 7 was filed with the Commission on May 6, 2003.

SIGNATURES

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ DAVID A. LISOWSKI David A. Lisowski, Director	Date: August 17, 2004
/s/ ANTHONY B. PETRELLI Anthony B. Petrelli, Director	Date: August 17, 2004
/s/ DAVID M. RISLEY David M. Risley, Director	Date: August 17, 2004

EXHIBIT INDEX

Exhibit No.	Description
2.1	Amended Plan of Dissolution of Vari-L Company, Inc. as approved by the shareholders at the special meeting held on May 5, 2003 filed as Exhibit 2.1 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
3.1a	Restated Articles of Incorporation, as Amended, filed as Exhibit 4.1 to the Form S-8 Registration Statement (No. 33-88666) and incorporated herein by reference.
3.1b	Articles of Amendment to the Articles of Incorporation filed as Exhibit 3.1b to the Form 10-KSB for the year ended December 31, 1996 and incorporated herein by reference.
3.2	Amended and Restated Bylaws adopted September 26, 2002 and filed as Exhibit 3.2 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
4.1	Specimen Certificate for $.01 par value Common Stock filed as Exhibit 4.3 to the Form SB-2 Registration Statement (No. 33-74704-D) and incorporated herein by reference.
4.2	Rights Agreement with American Securities Transfer, Inc. dated March 15, 1996 filed as Exhibit 4.2 to the Form 8-A/A Registration Statement (No. 0-23866) and incorporated herein by reference.
4.3	Specimen Certificate for Right to Purchase $.01 par value Common Stock filed as Exhibit 4.3 to the Form 8-A/A Registration Statement (No. 0-23866) and incorporated herein by reference.
4.4	Securities Purchase Agreement with the Purchasers dated March 4, 1997 filed as Exhibit 4.5 to the Form S-3 Registration Statement (No. 333-25173) and incorporated herein by reference.
4.6	Form of Warrant to Purchase Common Stock issued to the Purchasers under the Securities Purchase Agreement dated March 4, 1997 filed as Exhibit 4.7 to the Form S-3 Registration Statement (No. 333-25173) and incorporated herein by reference.
4.7	Amendment No. 1 to Rights Agreement with American Securities Transfer, Inc. dated October 7, 2002 and filed as Exhibit 4.7 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.1	Executive Employment Agreement with Joseph H. Kiser, dated effective June 1, 1997, filed as Exhibit 10.1 to the Form 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference.
10.2	Lease Agreement dated January 1, 1987 with J.C. Enterprises for the facility located at 5165 Peoria Street, Denver, Colorado, as amended on December 6, 1990 and March 23, 1993, filed as Exhibit 10.15 to the Form SB-2 Registration Statement (No. 33-74704-D) and incorporated herein by reference.
10.3	Settlement Agreement with Joseph H. Kiser, David G. Sherman, Alwin E. Branson and Carolyn Y. Kiser dated January 31, 1992, as amended March 23, 1993, filed as Exhibit 10.18 to the Form SB-2 Registration Statement (No. 33-74704-D) and incorporated herein by reference.
10.4	Profit Sharing Plan and Trust Agreement, as amended and restated effective April 19, 1994 filed as Exhibit 10.16 to the Form 10-KSB for the year ended December 31, 1994 and incorporated herein by reference.
10.5	Lease Agreement dated March 12, 1997 with Five K Investments for the facility located at 4895 Peoria Street, Denver, Colorado filed as Exhibit 10 to the Form 10-QSB for the quarter ended September 30, 1997 and incorporated herein by reference.
10.6	Third Amendment to Lease Agreement dated January 1, 1987 with J.C. Enterprises for the facility located at 5165 Peoria Street, Denver, Colorado, as amended December 6, 1990, March 23, 1993, and October 30, 1998 filed as Exhibit 10.6 to the Form 10-QSB for the quarter ended September 30, 1998 and incorporated herein by reference.

Exhibit No.	Description
10.7	Termination and Consulting Agreement with David G. Sherman dated August 1, 2000 filed as Exhibit 10.1 to the Form 8-K dated August 1, 2000 and incorporated herein by reference.
10.8	Employment Agreement with Timothy M. Micun dated March 2, 2001 filed as Exhibit 10.26 to the Form 10-K for the fiscal year ended June 30, 2001 and incorporated herein by reference.
10.9	Credit and Security Agreement with Wells Fargo Business Credit, Inc. dated June 28, 2001 filed as Exhibit 99.2 to the Form 8-K dated June 28, 2001 and incorporated herein by reference.
10.10	Patent and Trademark Security Agreement with Wells Fargo Business Credit, Inc. dated June 28, 2001 filed as Exhibit 99.3 to the Form 8-K dated June 28, 2001 and incorporated herein by reference.
10.11	First Amendment to Credit and Security Agreement dated September 17, 2001 filed as Exhibit 10.1 to the Form 10-Q dated September 30, 2001 and incorporated herein by reference.
10.12	Employee Stock Purchase Plan effective as of November 30, 2001 filed as Exhibit 10.1 to the Form 10-Q for the quarter ended December 31, 2001 and incorporated herein by reference.
10.13	Amended and Restated Tandem Stock Option and Stock Appreciation Rights Plan, effective as of January 1, 2002 filed as Exhibit 10.1 to the Form 10-Q for the quarter ended March 31, 2002 and incorporated by reference herein.
10.14	Stock Grant Plan effective as of January 1, 2002 filed as Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2002 and incorporated herein by reference.
10.15	Agreement between Vari-L Company, Inc. and Asvan Technology, LLC dated January 25, 2002 filed as Exhibit 10.15 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.16	Second Amendment to Credit and Security Agreement with Wells Fargo Business Credit, Inc. dated February 8, 2002 filed as Exhibit 10.16 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.17	Form of Indemnity Agreement by and among Vari-L Company, Inc. and each of Gil J. Van Lunsen (dated June 1, 2001), Sarah L. Booher (dated July 5, 2001), David A. Lisowski (dated July 5, 2001), Anthony B. Petrelli (dated July 5, 2001), David M. Risley (dated November 21, 2001) and Robert C. Dixon (dated January 11, 2002) filed as Exhibit 10.17 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.18	Employment Agreement with Charles R. Bland dated August 1, 2002 filed as Exhibit 10.18 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.19	Employment Agreement with Russell M. Crouch dated August 1, 2002 filed as Exhibit 10.19 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.

Exhibit No.	Description
10.20	Employment Agreement with Richard P. Dutkiewicz dated August 1, 2002 filed as Exhibit 10.20 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.21	Employment Agreement with Ernest C. Hafersat dated August 1, 2002 filed as Exhibit 10.21 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.22	Employment Agreement with Janice E. Hyland dated August 1, 2002 filed as Exhibit 10.22 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.23	Employment Agreement with Matthew D. Pope dated August 1, 2002 filed as Exhibit 10.23 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.24	Employment Agreement with Larry M. Romero dated August 1, 2002 filed as Exhibit 10.24 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.25	Employment Agreement with Timothy G. Schamberger dated August 1, 2002 filed as Exhibit 10.25 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.26	Employment Agreement with Daniel J. Wilmot dated August 1, 2002 filed as Exhibit 10.26 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.27	Engagement letter with Green, Manning & Bunch, Ltd. dated September 9, 2002 filed as Exhibit 10.27 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.28	Forbearance Agreement and Third Amendment to Credit and Security Agreement with Wells Fargo Business Credit, Inc. dated September 26, 2002 filed as Exhibit 99.1 to the Form 8-K dated October 1, 2002 and incorporated herein by reference.
10.29	Indemnity Agreement, dated October 2, 2002, by and among Vari-L Company with Charles R. Bland filed as Exhibit 10.29 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.30	Indemnity Agreement, dated October 2, 2002, by and among Vari-L Company, Inc. with Richard P. Dutkiewicz filed as Exhibit 10.30 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.31	Memorandum of Understanding dated October 3, 2002 between Vari-L Company, Inc. and the plaintiffs in Civil Action No. 00-S-1198 between plaintiffs Michael Rasner, et al., on behalf of themselves and other similarly situated and defendants Vari-L Company, Inc., Derek Bailey, Joseph Kiser, David G. Sherman and Jon Clark in the United States District Court, District of Colorado, by and through their respective attorneys, for settlement of litigation against Vari-L Company, Inc. filed as Exhibit 10.31 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.

Exhibit No.	Description
10.32	Loan Agreement with Sirenza Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.32 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.33	Security Agreement with Sirenza Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.33 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.34	Exclusivity and Right of First Refusal Agreement with Sirenza Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.34 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.35	Resale Registration Rights Agreement with Sirenza Microdevices, Inc. dated October 7, 2002 filed as Exhibit 10.35 to the Form 10-K for the fiscal year ended June 30, 2002 and incorporated herein by reference.
10.36	Letter Agreement dated November 12, 2002 between Vari-L Corporation, Inc. and Five K Investments amending that certain lease agreement dated as of March 12,1997 by and between Vari-L Corporation, Inc. and Five K Investments filed as Exhibit 10.1 to the Form 10-Q for the quarter ended September 30, 2002 and incorporated herein by reference.
10.37	Stipulation of Settlement dated January 22, 2003 between Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman, Jon L. Clark and the plaintiffs in Civil No. 00-S-1198 between plaintiffs Michael Rasner, et al., on behalf of themselves and other similarly situated and defendants Vari-L Company, Inc., Derek L. Bailey, Joseph H. Kiser, David G. Sherman and Jon L. Clark in the United State District Court, District of Colorado, by and through their respective attorneys, for settlement of litigation against Vari-L Company, Inc. filed as Exhibit 10.1 to the Form 10-Q for the quarter ended December 31, 2002 and incorporated herein by reference.
10.38	Form of Amended and Restated Indemnity Agreement by and among Vari-L Company, Inc. and each of Gil J. Van Lunsen, Sarah L. Booher, David A. Lisowski, Anthony B. Petrelli, David M. Risley, Robert C. Dixon, Charles A. Bland and Richard P. Dutkiewicz each dated as of March 11, 2003 filed as Exhibit 10.1 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
10.39	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 11101 East 51st Street, Denver, Colorado filed as Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
10.40	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 5165 Peoria Street, Denver, Colorado filed as Exhibit 10.3 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
10.41	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 4895 Peoria Street, Denver, Colorado filed as Exhibit 10.4 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.

Exhibit No.	Description
10.42	Sublease Agreement dated March 31, 2003, by and among Vari-L Company, Inc. and Olin Acquisition Corporation for the facility located at 4955 Peoria Street, Denver, Colorado filed as Exhibit 10.5 to the Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference.
10.43	Letter Agreement dated May 6, 2003 between Vari-L Corporation, Inc. and Cloyses Partners, LLC.*
23	Consent of KPMG LLP*
31	Certification by the Board of Directors pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification by the Board of Directors pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Previously filed.

EX-31

EXHIBIT 31

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

As of May 5, 2003, VL Dissolution Corp. (the “Company”) sold substantially all of its assets and began the orderly dissolution and liquidation of its assets. As the Company currently has no ongoing operations, chief executive officer, principal financial officers, principal accounting officer or employees, the evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) as of the end of the period covered by this Form 10-K has been performed by the Company’s Board of Directors.

I, the undersigned member of the Board of Directors of VL Dissolution Corporation, certify that:

1. I have reviewed this annual report on Form 10-Q of VL Dissolution Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other directors and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other directors and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent function):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ DAVID A. LISOWSKI David A. Lisowski, Director	Date: August 17, 2004
/s/ ANTHONY B. PETRELLI Anthony B. Petrelli, Director	Date: August 17, 2004
/s/ DAVID M. RISLEY David M. Risley, Director	Date: August 17, 2004

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. § 1350, as adopted), each of the undersigned members of the Board of Directors of VL Dissolution Corporation (the “Company”), hereby certify that, to the best of his knowledge:

1. The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2003, to which this Certification is attached as Exhibit 32 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the periods covered by the Periodic Report.

/s/ DAVID A. LISOWSKI David A. Lisowski, Director	Date: August 17, 2004
/s/ ANTHONY B. PETRELLI Anthony B. Petrelli, Director	Date: August 17, 2004
/s/ DAVID M. RISLEY David M. Risley, Director	Date: August 17, 2004

A signed original of this written statement required by Section 906 has been provided to VL Dissolution Corporation (the “Company”) and will be retained by the Company and furnished to the Securities and Exchange Commission (SEC) or its staff upon request. This certification “accompanies” the Form 10-Q to which it relates, is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.