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

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VL DISSOLUTION CORP 10-Q/A