**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

 

**FORM 10-QSB/A**

 

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**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)**

**OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the Quarterly Period EndedJanuary 31, 2005**

**Commission File Number 0-11518**

 

**PPT VISION, INC.**

(Exactname of Small Business Issuer as specified in its charter)

 
| **MINNESOTA**                                                   | ** ** | **41-1413345**          |
|-----------------------------------------------------------------|------------|-------------------------|
| (State  or other jurisdiction of                                |       | (I.R.S.  Employer       |
| incorporation  or organization)                                 |       | Identification  Number) |
|                                                            |       |                    |
| **12988 Valley View Road Eden Prairie,  Minnesota  55344** |
| (Address  of principal executive offices)  (Zip  Code)     |

 

**(952) 996-9500**

(Issuer’stelephone number, including area code)

 

Check whether theissuer (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Exchange Act during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the last 90 days.  Yes ý  No  o

 

Sharesof $.10 par value common stock outstanding at March 1, 2005: 11,986,357

 

 

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The following items in this Form 10-QSB arehereby amended 

 

Part I. Financial Information 

Item 3: CONTROLS AND PROCEDURES

 

Item 

(a) Evaluation of Disclosure Controls andProcedures.

 

The Company’s Chief Executive Officer, JosephC. Christenson, and Chief Financial Officer, Timothy C. Clayton reviewed theCompany's disclosure controls and procedures as of January 31, 2005.  In connection with this review, the Companydetermined that it had failed to file with the Securities and ExchangeCommission on a timely basis its Proxy Statement for its March 10, 2005 AnnualMeeting of Shareholders.  Based upon thisreview, the Company officers have concluded the Company’s disclosure controlsand procedures were not effective within the meaning of Rule 13a-15.   

 

The Company has developed additionaldisclosure controls and procedures designed to ensure that future proxystatements are prepared in accordance with SEC requirements and filed with theSEC in a timely manner.  These proceduresinclude establishment of an timetable for drafting and filing the proxystatement and procedures for ensuring the accuracy of the disclosures in theproxy statement.

 

(b) Changes in Internal Control OverFinancial Reporting.

 

There have been no changes in internalcontrol over financial reporting that occurred during the fiscal quartercovered by this report that have materially affected, or are reasonably likelyto materially affect, the registrant’s internal control over financialreporting.

 

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PART II. Other Information

 

Item 6:  EXHIBITS

 

(a) The following exhibits are includedherein:

 

Exhibit 31.1                    Certificationof President, Chief Executive Officer and Chief Financial Officer pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a- 14 and 15d-14 of theExchange Act).

 

Exhibit 32                        Certificationpursuant Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. §1350).

 

 

SIGNATURES

 

Pursuant to the requirements of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned thereunto duly authorized.

 
|               | PPT VISION, INC.                                                 |
|--------------------|------------------------------------------------------------------|
|               |                                                             |
| Date: June 3, 2005 |                                                             |
|               |                                                             |
|               | /s/Joseph C. Christenson                                         |   |
|               | Joseph C. Christenson                                            |
|               | President, Chief Executive Officer and  Chief  Financial Officer |

 

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