| 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. |
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TABLE OF CONTENTS |
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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. |
| (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 |
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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 |
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| Date June 21, 2006 | Date June 21, 2006 | |||||