# **UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

**FORM10-KSB/A**

**(AmendmentNo. 1)**

**xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934**

**Forthe fiscal year ended October 31, 2006**

**Commission File Number:  0-11518**

**PPTVISION, INC.**

(Name of Small Business Issuer in its Charter)

| **MINNESOTA**                                                                      |   | **41-1413345**                        |
|------------------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction  of incorporation or organization)                   |   | (I.R.S. Employer  Identification No.) |
|                                                                               |   |                                  |
| **12988  Valley View Road  Eden Prairie, MN  55344**                          |
| (Address of  principal executive offices, including zip code)                      |
|                                                                               |   |                                  |
| Registrant’s  telephone number, including area code:**  (952) 996-9500** |
|                                                                               |   |                                  |
| Securities  registered pursuant to Section 12(b) of the Act:**  None**        |
|                                                                               |   |                                  |
| Securities  registered pursuant to Section 12(g) of the Act:                       |
| **(1)  Common Stock $.10 par value (2) Preferred Stock Purchase Rights**           |

 

Checkwhether the issuer is not required to file reports pursuant to Section 13 or15(d) of the Exchange Act  o

Checkwhether the issuer (1) has filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the past 12 months (or for such shorterperiod that the registrant was required to file such reports) and (2) has beensubject to such filing requirements for the past 90 days.   YES    x    NO    o

Checkif there is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained in this form, and no disclosure will be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSB or anyamendment to this Form 10-KSB.  x

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). YES   o    NO   x

Stateissuer’s revenues for its most recent fiscal year:  $5,693,000

Theaggregate market value of the voting stock held by nonaffiliates of the issuer(based on the closing sale price of its stock as reported by the OTC BulletinBoard) as of December 4, 2006 was $638,000.

TheCompany had 4,545,773 shares of common stock, $.10 par value outstanding onJanuary 19, 2007..

**DOCUMENTSINCORPORATED BY REFERENCE**

Theinformation called for by Part III of this Form 10-KSB will be incorporated byreference from the definitive proxy statement for the annual meeting ofshareholders to be held on March 8, 2007.

 

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**EXPLANATORY NOTE**

This isAmendment No. 1 to the Registrant’s Annual Report on Form 10-KSB for the yearended October 31, 2006, which was originally filed with the Securities andExchange Commission on January 26, 2007.   This amendment is being filed to include thenumber of shares of the Registrant outstanding common stock note cover page andto provide a current Consent of Virchow, Krause & Company, LLP, theindependent public accountants.

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**SIGNATURES**

Pursuant to the requirements of Section 13 of the SecuritiesExchange Act of 1934, the Registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.
| ** **             |       | **PPT VISION, INC.**                  |    |
|------------------------|------------|---------------------------------------|---------|
|                   |       |                                  |    |   |   |
| Date: February 7, 2007 | ** ** | ** **                            | **By:** | **/s/Joseph C. Christenson** | ** ** | ** ** |
|                   |       |                                  |    | Joseph C. Christenson, President, Director |   |
|                   |       |                                  |    | (Principal Executive Officer and Chief Financial  Officer) |   |
|                   |       |                                  |    |   |   |
|                   |       |                                  |    |   |   |
| Date: February 7, 2007 | ** ** | **/s/ Robert W. Heller, Director***   |    |
|                   |       | Robert W.  Heller, Director           |    |
|                   |       |                                  |
| Date: February 7, 2007 | ** ** | **/s/  Peter R. Peterson, Director*** |    |
|                   |       | Peter R.  Peterson, Director          |    |
|                        |            |                                       |         |  |  |  |  |

 

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*SignaturePursuant to Power of Attorney dated January 26, 2007

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