<SEC-DOCUMENT>0000814676-11-000008.txt : 20110915
<SEC-HEADER>0000814676-11-000008.hdr.sgml : 20110915
<ACCEPTANCE-DATETIME>20110915172054
ACCESSION NUMBER:		0000814676-11-000008
CONFORMED SUBMISSION TYPE:	10-Q/A
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20110702
FILED AS OF DATE:		20110915
DATE AS OF CHANGE:		20110915

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CPS TECHNOLOGIES CORP/DE/
		CENTRAL INDEX KEY:			0000814676
		STANDARD INDUSTRIAL CLASSIFICATION:	POTTERY & RELATED PRODUCTS [3260]
		IRS NUMBER:				042832509
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-16088
		FILM NUMBER:		111093549

	BUSINESS ADDRESS:	
		STREET 1:		111 SOUTH WORCESTER STREET
		CITY:			NORTON
		STATE:			MA
		ZIP:			02766
		BUSINESS PHONE:		508-222-0614

	MAIL ADDRESS:	
		STREET 1:		111 SOUTH WORCESTER STREET
		CITY:			NORTON
		STATE:			MA
		ZIP:			02766

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CERAMICS PROCESS SYSTEMS CORP/DE/
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q/A
<SEQUENCE>1
<FILENAME>qa10q22011.htm
<DESCRIPTION>FORM 10 Q/A FOR Q2 2011 INCORPORATING XBRL
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<B><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P ALIGN="CENTER">UNITED STATES</P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C.  20549</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">FORM 10-Q/A</P>
<P ALIGN="CENTER">Amendment No. 1</P>
</B><P>(Mark One)<BR>
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 <BR>
For the period ended July 2, 2011<BR>
or</P>
<P>[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934<BR>
For the transition period from          to</P>

<P ALIGN="CENTER">Commission file number          0-16088</P>
<P ALIGN="CENTER"></P>
<B><P ALIGN="CENTER">CPS TECHNOLOGIES CORPORATION</P>
</B><P ALIGN="CENTER">(Exact Name of Registrant as Specified in its Charter)</P>
</FONT></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638 DIR="LTR">
<TR><TD WIDTH="50%" VALIGN="TOP">
<U><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Delaware<BR>
</U>(State or Other Jurisdiction<BR>
of Incorporation or Organization</FONT></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<U><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>04-2832509<BR>
</U>(I.R.S. Employer<BR>
Identification No.)</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2>
<P>111 South Worcester Street<BR>
Norton<U> MA<BR>
</U>(Address of principal executive offices)</P>
</FONT></FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>&nbsp;</P>
<U><P>02766-2102<BR>
</U>(Zip Code)</P>

<P>&nbsp;</FONT></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<U><FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>(508) 222-0614<BR>
</U>Registrants Telephone Number, including Area Code:</P>

<B><P ALIGN="CENTER">CPS Technologies Corporation</P>
</B><P ALIGN="CENTER">111 South Worcester Street</P>
<P ALIGN="CENTER">Norton, MA 02766-2102</P>
<P ALIGN="CENTER">Former Name, Former Address and Former Fiscal Year if Changed since Last Report<BR>
</P>
<P>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 than the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.  [X] Yes   [ ]  No</P>
<P>&nbsp;</P>
<P>Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No</P>

<P>Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of &quot;accelerated filer and large accelerated filer&quot; in Rule 12b-2 of the Exchange Act. (Check one):</P>
<P>Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [ ]   Smaller reporting company [X]</P>

<P>Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act):<BR>
[ ] Yes       [X] No</P>
<P>APPLICABLE ONLY TO CORPORATE ISSUERS:</P>
<P>Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.  Number of shares of common stock outstanding as of August 15, 2011: 12,739,709.</P>
<P>&nbsp;</P>
<P>This Amendment No.1 to the Quarterly Report on Form 10-Q/A (the &quot;Amendment&quot;) amends the Quarterly Report on Form 10-Q of CPS Technologies Corporation (the &quot;Company&quot;) for the quarter ended July 2, 2011 (the &quot;Original Filing&quot;), that was originally filed with the U.S. Securities and Exchange Commission on  August 16, 2011. The Amendment is being filed to submit Exhibit 101. The Amendment revises the exhibit index included in Part II, Item 6 of the Original Filing and Exhibit 101 (XBRL interactive data) is included as an exhibit to the Amendment.</P>
<P>Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company`s other filings made with the SEC pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.</P>

<B><U><P>PART II OTHER INFORMATION </P>
</B></U>
<B><P>ITEM 6&#9;&#9;EXHIBITS</P>
<P><BR>
</B> </P></FONT></FONT>
<P ALIGN="CENTER"><CENTER><TABLE CELLSPACING=0 BORDER=0 WIDTH=615 DIR="LTR">
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>&nbsp;Exhibit No</FONT></FONT></TD>
<TD WIDTH="87%" VALIGN="BOTTOM">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>&nbsp;Description</P>
</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>&nbsp;31.1</FONT></FONT></TD>
<TD WIDTH="87%" VALIGN="BOTTOM">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Certification Of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002</P>
</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>&nbsp;31.2</FONT></FONT></TD>
<TD WIDTH="87%" VALIGN="BOTTOM">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Certification Of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002</P>
</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>&nbsp;32.1</FONT></FONT></TD>
<TD WIDTH="87%" VALIGN="BOTTOM">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002</P>
</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>101**</FONT></FONT></TD>
<TD WIDTH="87%" VALIGN="BOTTOM">
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>XBRL Interactive Data File</FONT></FONT></TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="87%" VALIGN="BOTTOM">&nbsp;</TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=2>
<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2><P>** Provided herewith</FONT></FONT></TD>
</TR>
</TABLE>
</CENTER></P>

<FONT FACE="Arial" SIZE=2><FONT FACE="Arial" SIZE=2>
<B><P>&nbsp;</P>
<P>SIGNATURES</P>

</B><P>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.</P>

<B><U><P>CPS TECHNOLOGIES CORPORATION</B><BR>
</U>(Registrant)</P>

<P>Date:&#9;September 15, 2011<BR>
/s/&#9;Grant C. Bennett<BR>
Grant C. Bennett<BR>
President and Treasurer</P>
<P>(Principal Executive Officer and Principal Financial Officer)<BR>
</P></FONT></FONT></BODY>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>2
<FILENAME>exhibit321a.htm
<DESCRIPTION>EXHIBIT 32.1
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<FONT FACE="Arial" SIZE=2><P>Exhibit 32.1</P>
<B><P ALIGN="CENTER">CERTIFICATION PURSUANT TO<BR>
18 U.S.C. SECTION 1350,<BR>
AS ADOPTED PURSUANT TO<BR>
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002<BR>
</P>
</B><P>In connection with the Quarterly Report of CPS Technologies Corporation (the &quot;Company&quot;) on Form 10-Q/A for the three month and six month periods ended July 2, 2011 as filed with the Securities and Exchange Commission on the date hereof (the &quot;Report&quot;), I, Grant C. Bennett, President and Treasurer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:<BR>
</P>
<OL>

<LI>The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and<BR>
</LI>
<LI>The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.<BR>
</LI></OL>
<DIR>
<DIR>

<P>Date:&#9;September 15, 2011<BR>
/s/&#9;Grant C. Bennett<BR>
Grant C. Bennett<BR>
President and Treasurer</P>

<P>&nbsp;</P>
<P>&nbsp;</P></DIR>
</DIR>
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<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>exhibit311a.htm
<DESCRIPTION>EXHIBIT 31.1
<TEXT>
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<TITLE>EXHIBITS 31</TITLE>
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<FONT FACE="Arial" SIZE=2><P>EXHIBIT 31.1</P>

<B><P ALIGN="CENTER">CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER</P>
<P ALIGN="CENTER"> PURSUANT TO<BR>
18 U.S.C. SECTION 1350,<BR>
AS ADOPTED PURSUANT TO<BR>
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002<BR>
</P>
</B><P>I, Grant C. Bennett, certify that:<BR>
</P>
<OL>

<LI>I have reviewed this quarterly report on Form 10-Q/A;<BR>
</LI>
<LI>Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;<BR>
</LI>
<LI>Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;<BR>
</LI>
<LI>The registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:<BR>
</LI></OL>
<DIR>
<DIR>

<P>a)&#9;Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;</P>

<P>b)&#9;Designed such internal control over financial reporting,  or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;<BR>
</P>
<P>c)&#9;Evaluated the effectiveness of the registrant`s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation (the &quot;Evaluation Date&quot;); and<BR>
</P>
<P>d)&#9;Disclosed in this quarterly report any change in the registrant`s internal control over financial reporting that occurred during the registrant`s most recent fiscal quarter that has materially affected or is reasonably like to materially affect, the registrant`s internal control over financial reporting.<BR>
</P></DIR>
</DIR>

<OL START=5>

<LI>The registrant`s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant`s auditors and the audit committee of the registrant`s board of directors (or persons performing the equivalent functions):<BR>
</LI></OL>
<DIR>
<DIR>

<P>a)&#9;All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant`s ability to record, process, summarize and report financial information; and<BR>
</P>
<P>b)&#9;Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant`s internal control over financial reporting.</P>
</DIR>
</DIR>

<P>Date:&#9;September 15, 2011<BR>
/s/&#9;Grant C. Bennett<BR>
Grant C. Bennett<BR>
President and Treasurer</P>
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<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>4
<FILENAME>exhibit312a.htm
<DESCRIPTION>EXHIBIT 31.2
<TEXT>
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<FONT FACE="Arial" SIZE=2><P>EXHIBIT 31.2</P>

<B><P ALIGN="CENTER">CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER</P>
<P ALIGN="CENTER"> PURSUANT TO<BR>
18 U.S.C. SECTION 1350,<BR>
AS ADOPTED PURSUANT TO<BR>
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002<BR>
</P>
</B><P>I, Grant C. Bennett, certify that:<BR>
</P>
<OL>

<LI>I have reviewed this quarterly report on Form 10-Q/A;<BR>
</LI>
<LI>Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;<BR>
</LI>
<LI>Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;<BR>
</LI>
<LI>The registrant`s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:<BR>
</LI></OL>
<DIR>
<DIR>

<P>a)&#9;Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;</P>

<P>b)&#9;Designed such internal control over financial reporting,  or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;<BR>
</P>
<P>c)&#9;Evaluated the effectiveness of the registrant`s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this quarterly report based on such evaluation (the &quot;Evaluation Date&quot;); and<BR>
</P>
<P>d)&#9;Disclosed in this quarterly report any change in the registrant`s internal control over financial reporting that occurred during the registrant`s most recent fiscal quarter that has materially affected or is reasonably like to materially affect, the registrant`s internal control over financial reporting.<BR>
</P></DIR>
</DIR>

<OL START=5>

<LI>The registrant`s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant`s auditors and the audit committee of the registrant`s board of directors (or persons performing the equivalent functions):<BR>
</LI></OL>
<DIR>
<DIR>

<P>a)&#9;All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant`s ability to record, process, summarize and report financial information; and<BR>
</P>
<P>b)&#9;Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant`s internal control over financial reporting.</P>
</DIR>
</DIR>

<P>Date:&#9;September 15, 2011<BR>
/s/&#9;Grant C. Bennett<BR>
Grant C. Bennett<BR>
President and Treasurer</P>
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