SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2005
Commission File No. 0-9989
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
SUNOPTA INC.

(Exact name of registrant as specified in its charter)
 
CANADA
(Jurisdiction of Incorporation)
 
Not Applicable
(I.R.S. Employer Identification No.)
 
2838 Bovaird Drive West
Brampton, Ontario L7A 0H2, Canada
(Address of Principal Executive Offices)
 
(905) 455-1990
(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 x    No  o  
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act)
Large accelerated filer -   No   Accelerated filer -  Yes Non-accelerated filer -   No 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No  x  
 
At November 4, 2005 registrant had 56,507,895 common shares outstanding, the only class of registrant’s common stock outstanding.



TABLE OF CONTENTS

Part II. OTHER INFORMATION

Item 5. – Other Information

Item 6. - Exhibits




Item 5. Other Information

EXPLANATORY NOTE

We are amending our Form 10-Q for the quarter ended September 30, 2005 to include a press release issued on August 8, 2005 announcing financial results for the three months and six months ended June 30, 2005. The text of the press release is included as an exhibit and should have been filed on Form 8-K. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be filed.

Except for the changes noted above, there are no other changes for the quarter ended September 30, 2005.




PART II. - OTHER INFORMATION

Item 6. Exhibits

 
(a) Exhibits -  
   
31.1
Certification by Jeremy N. Kendall, Chief Executive Officer pursuant to Rule 13(a)–14(a) under the Exchange Act. *
 
31.2
Certification by John Dietrich, Chief Financial Officer pursuant to Rule 13(a)–14(a) under the Exchange Act. *
   
31.3
Certification by Jeremy N. Kendall, Chief Executive Officer pursuant to Rule 13(a)–14(a) under the Exchange Act. **
 
31.4
Certification by John Dietrich, Chief Financial Officer pursuant to Rule 13(a)–14(a) under the Exchange Act. **
 
32
Certifications by Jeremy N. Kendall, Chairman and Chief Executive Officer and John Dietrich, Vice President and Chief Financial Officer pursuant to Section 18 U.S.C Section 1350. *
    
  _______________________
*
Previously filed with the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005 as filed with the Securities and Exchange Commission on November 9, 2005.
 
** Filed herewith
 
(b) None  
 
(c) Exhibits  
 
  Exhibit No. Description
     
  99.1 Press release dated August 8, 2005



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
      SUNOPTA INC.
         
         
By     /s/ Jeremy N. Kendall     By     /s/ John Dietrich  
  Jeremy N. Kendall,
Chairman and Chief Financial Officer
    John Dietrich, Vice President
Vice President and Chief Financial Officer
         
         
 Date   June 21, 2006    Date   June 21, 2006