10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended
September 30, 2003 Commission File No. 0-23866

VL DISSOLUTION CORPORATION

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

Colorado	06-0679347
(State of Incorporation)	(I.R.S. Employer identification No.)

1625 Broadway
Suite 990
Denver, Colorado 80202

(Address of principal executive offices)

(303) 592-5700
(Registrant’s telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 þ  No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes o  No þ

     At November 12, 2003, 9,348,572 shares of Common Stock were outstanding. The aggregate market value of the Common Stock held by non-affiliates on November 12, 2003 was $5,796,115 based on the OTCBB closing price of $0.62 per share on that date.

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION
	Item 4. Controls and Procedures
PART II — OTHER INFORMATION
	Item 6. Exhibits 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 I, Item 4 and Part II, Item 6 of its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003 to conform certain disclosures and to include the exhibits that were omitted from the original filing.

PART I — FINANCIAL INFORMATION

Item 4. 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 quarter ended September 30, 2003 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

10.1*	Distribution Letter to Shareholders dated October 31, 2003 issued by the Company’s Board of Directors
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

(b)	Reports on Form 8-K
	A report on Form 8-K dated October 6, 2003 under Items 5 and 7 was filed with the Commission on October 10, 2003. A report on Form 8-K dated October 24, 2003 under Items 5 and 7 was filed with the Commission on October 24, 2003.

* Previously filed

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
Number	Description
10.1*	Distribution Letter to Shareholders dated October 31, 2003 issued by the Company’s Board of Directors
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-Q 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 quarterly 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 Quarterly Report on Form 10-Q for the three months ended September 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-Q), irrespective of any general incorporation language contained in such filing.