10-Q/A 1 form10-qa.txt FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 (Mark one) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2010 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to COMMISSION FILE NUMBER 0-3936 ORBIT INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) DELAWARE 11-1826363 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 80 CABOT COURT, HAUPPAUGE, NEW YORK 11788 (Address of principal executive offices) (Zip Code) 631-435-8300 (Registrant's telephone number, including area code) N/A (Former name, former address and formal fiscal year, if changed since last report) 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 past 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 === 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 Registration S-T 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer Accelerated Filer Non-accelerated filer Smaller reporting company X === Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act): Yes No X === Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 4,632,277 shares of common stock, par value $.10, as of May 19, 2010. EXPLANATORY NOTE ---------------- In response to comments received from the staff at the Securities and Exchange Commission, this amendment has been filed to amend paragraph 4 in each of Exhibits 31.1 and 31.2 of the registrant's Report on Form 10-Q for the quarter ended March 31, 2010 (the "Original Filing"). We are not amending any other part of the Original Filing. This amendment speaks as of the date of the Original Filing. Item 6. - Exhibits --------------------- Exhibit Number Description --------------- ----------- 31.1 Certification of the Chief Executive Officer. Required by Rule 13a-14 (a) or Rule 15d-14(a). 31.2 Certification of the Chief Financial Officer. Required by Rule 13a-14 (a) or Rule 15d-14(a). SIGNATURES ---------- In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ORBIT INTERNATIONAL CORP. ------------------------ Registrant Dated: September 15, 2010 /s/ Dennis Sunshine ------------------- Dennis Sunshine, President, Chief Executive Officer and Director Dated: September 15, 2010 /s/Mitchell Binder ------------------ Mitchell Binder, Executive Vice President, Chief Financial Officer and Director