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 year ended June 30, 2004, 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 Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ David A. Lisowski		Date: August 10, 2004

David A. Lisowski, Director

/s/ Anthony B. Petrelli		Date: August 10, 2004

Anthony B. Petrelli, Director

/s/ David M. Risley		Date: August 10, 2004

David M. Risley, Director

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-K 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.

VL DISSOLUTION CORP 10-K