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 period ended July 2, 2011
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 0-16088

CPS TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization	04-2832509 (I.R.S. Employer Identification No.)
111 South Worcester Street Norton MA (Address of principal executive offices)	02766-2102 (Zip Code)

(508) 222-0614
Registrants Telephone Number, including Area Code:

CPS Technologies Corporation

111 South Worcester Street

Norton, MA 02766-2102

Former Name, Former Address and Former 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 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

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

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. (Check one):

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 Act):
[ ] Yes [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

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.

This Amendment No.1 to the Quarterly Report on Form 10-Q/A (the "Amendment") amends the Quarterly Report on Form 10-Q of CPS Technologies Corporation (the "Company") for the quarter ended July 2, 2011 (the "Original Filing"), 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.

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 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.

PART II OTHER INFORMATION

ITEM 6 EXHIBITS

Exhibit No	Description
31.1	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
31.2	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
32.1	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
101**	XBRL Interactive Data File
** Provided herewith

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.

CPS TECHNOLOGIES CORPORATION
(Registrant)

Date: September 15, 2011
/s/ Grant C. Bennett
Grant C. Bennett
President and Treasurer

(Principal Executive Officer and Principal Financial Officer)

EX-31

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Grant C. Bennett, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A;
   
2. 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;
   
3. 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;
   
4. 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:
   

a) 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;

b) 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;

c) 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 "Evaluation Date"); and

d) 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.

5. 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):
   

a) 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

b) 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.

Date: September 15, 2011
/s/ Grant C. Bennett
Grant C. Bennett
President and Treasurer

EX-31

EXHIBIT 31.2

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Grant C. Bennett, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A;
   
2. 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;
   
3. 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;
   
4. 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:
   

a) 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;

b) 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;

c) 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 "Evaluation Date"); and

d) 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.

5. 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):
   

a) 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

b) 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.

Date: September 15, 2011
/s/ Grant C. Bennett
Grant C. Bennett
President and Treasurer

EX-32

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of CPS Technologies Corporation (the "Company") 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 "Report"), 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:

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

Date: September 15, 2011
/s/ Grant C. Bennett
Grant C. Bennett
President and Treasurer

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Balance Sheets (Parenthetical) (USD $)	Jul. 02, 2011	Dec. 25, 2010
Statement of Financial Position [Abstract]
Common Stock, authorized shares	15,000,000	15,000,000
Common Stock, issued shares	12,762,592	12,698,842
Common Stock, outstanding shares	12,739,709	12,675,959
Common Stock, par value	$ 0.01	$ 0.01

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Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jul. 02, 2011	Jun. 26, 2010	Jul. 02, 2011	Jun. 26, 2010
Income Statement [Abstract]
Product sales	$ 4,292,369	$ 4,970,762	$ 9,340,227	$ 10,006,231
Research and development under cooperative agreement	549,391	215,921	1,341,878	589,638
Total revenues	4,841,760	5,186,683	10,682,105	10,595,869
Cost of product sales	3,380,055	3,608,979	7,599,920	7,616,879
Cost of research and development under cooperative agreement	502,289	193,296	1,266,709	544,595
Gross Margin	959,416	1,384,408	1,815,476	2,434,395
Selling, general and administrative expense	927,068	663,419	1,744,014	1,426,473
Operating income	32,348	720,989	71,462	1,007,922
Other income (expense), net	(8,065)	(7,816)	(17,736)	(16,476)
Net income before income tax expense	24,283	713,173	53,726	991,446
Income tax expense	11,100	263,370	24,400	377,000
Net income	$ 13,183	$ 449,803	$ 29,326	$ 614,446
Net income per basic common share	$ 0.00	$ 0.04	$ 0.00	$ 0.05
Weighted average number of basic common shares outstanding	12,738,390	12,624,959	12,726,168	12,624,959
Net income (loss) per diluted common share	$ 0.00	$ 0.03	$ 0.00	$ 0.05
Weighted average number of diluted common shares outstanding	13,229,112	12,938,087	13,204,616	12,928,034

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Document and Entity Information	3 Months Ended
	Jul. 02, 2011	Aug. 15, 2011
Document And Entity Information
Entity Registrant Name	CPS TECHNOLOGIES CORP/DE/
Entity Central Index Key	0000814676
Document Type	10-Q
Document Period End Date	Jul. 02, 2011
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		12,739,709
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2011
Amendment Description	Adding XBRL

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Line of Credit and Equipment Lease Facility Agreements

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Line of Credit and Equipment Lease Facility Agreements

(7) Line of Credit and Equipment Lease Facility Agreements
The Company has a $1 million revolving line of credit and a $1.25 million equipment finance facility with Sovereign Bank through maturity in May 2012. The line of credit is secured by the accounts receivable and other assets of the Company, has an interest rate of prime plus one percent (1%) and a one-year term. Under the terms of the agreement, the Company is required to maintain its operating accounts with Sovereign Bank. The line of credit and the equipment finance facility are cross defaulted and cross collateralized. The Company is also subject to certain financial covenants within the terms of the line of credit that require the Company to maintain a targeted rolling four quarter debt service coverage ratio as well as targeted debt to equity and current ratios. At July 2, 2011, the Company was in compliance with these covenants. The Company believes but can give no assurance that it could obtain similar lease facilities from other lenders. At July 2, 2011 there were no borrowings under this line of credit. At July 2, 2011, the Company had capital lease obligations outstanding totaling $290,518 related to equipment financed by the Sovereign equipment lease and finance facility and $959,482 available remaining on the Sovereign lease line.

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Net Income (Loss) Per Common and Common Equivalent Share

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Net Income (Loss) Per Common and Common Equivalent Share

(3) Net Income (Loss) Per Common and Common Equivalent Share
Basic net income or net loss per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is calculated by dividing net income by the sum of the weighted average number of common shares plus additional common shares that would have been outstanding if potential dilutive common shares had been issued for granted stock option and stock purchase rights.

The following table presents the calculation of both basic and diluted EPS:

		Fiscal Quarters Ended		Six Month Periods Ended
		July 2,	June 26,	July 2,	June 26,
		2011	2010	2011	2010
		------------	------------	------------	------------
Basic EPS Computation:
Numerator:
	Net income	$        13,183	$         449,803	$        29,326	$       614,446
Denominator:
	Weighted average
	Common shares
	Outstanding	12,738,390	12,624,959	12,726,168	12,624,959
Basic EPS		$           0.00	$            0.04	$           0.00	$            0.05
Diluted EPS Computation:
Numerator:
	Net income	$      13,183	$       449,803	$      29,326	$      614,446
Denominator:
	Weighted average
	Common shares
	Outstanding	12,738,390	12,624,959	12,726,168	12,624,959
	Dilutive effect of stock options	490,722	313,128	478,448	303,075
	Total Shares	13,229,112	12,938,087	13,204,616	12,928,034
Diluted EPS		$              0.00	$                 0.03	$              0.00	$              0.05

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Commitment

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Commitment

(9) Commitment

In February 2011, the Company entered into a one-year lease with five options to renew for one year periods, for approximately 13,800 square feet of rentable space inside a larger building located at 79 Walton Street, Attleboro, Massachusetts. Monthly rent, which includes utilities, is $6,900.

            As of July 2, 2011 production equipment included $228 thousand of construction in progress and the company the Company had $230 thousand in outstanding commitments to purchase production equipment. The Company intends to finance production equipment with existing cash balances and funds generated by operations or with the Sovereign equipment finance facility.

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Income Taxes

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Income Taxes

 (8) Income Taxes
At December 25, 2010, the Company had approximately $1,731,000 of net operating loss carryforwards available to offset future income for U.S. Federal income tax purpose.

The Company recorded a tax provision of $6,700 and $15,100 for federal income taxes and a tax provision of $4,400 and $9,300 for state income taxes during the three and six months ended July 2, 2011, respectively.

The Company has a current and non-current deferred tax asset aggregating $1,118,129 and $1,100,279 on the Company`s balance sheet at July 2, 2011 and December 25, 2010, respectively. A valuation allowance is required to be established or maintained when it is `more likely than not` that all or a portion of deferred tax assets will not be realized. The Company believes that it will generate sufficient future taxable income to realize the tax benefits related to the remaining deferred tax assets and as such no valuation allowance has been provided against the deferred tax asset.

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Nature of Business

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Nature of Business

(1) Nature of Business

The Company provides advanced material solutions to the electronics, robotics, automotive and other industries. The Company`s primary advanced material solution is metal matrix composites which are a combination of metal and ceramic.

CPS also assembles housings and packages for hybrid circuits. These housings and packages may include components made of metal-matrix composites or they may include components made of more traditional materials such as aluminum, copper-tungsten, etc.

The Company sells into several end markets including the wireless communications infrastructure market, high-performance microprocessor market, motor controller market, and other microelectronic and structural markets. In 2008 the Company also entered into a cooperative agreement with the U.S. Army to further develop its composite technology to produce armor.

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Share Based Payments

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Share Based Payments

(4) Share-Based Payments

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized over the period during which an employee is required to provide services in exchange for the award, the requisite service period (usually the vesting period). The Company provides an estimate of forfeitures at initial grant date. Reductions in compensation expense associated with the forfeited options are estimated at the date of grant, and this estimated forfeiture rate is adjusted periodically based on actual forfeiture experience. The company uses the Black-Scholes option pricing model to determine the fair value of the stock options granted.

There were no shares granted under the 2009 Stock Incentive Plan (the “Plan”) during the quarters ended July 2, 2011 and June 26, 2010. During the three and six months ended July 2, 2011, the Company recognized $61,595 and $112,491, respectively, as shared-based compensation expense related to previously granted shared under the Plan. During the three and six months ended June 26, 2010, the Company recognized $19,218 and $32,054, respectively, as shared-based compensation expense related to previously granted shares under the Plan. During the three and six months ended July 2, 2011 the Company issued 20,000 and 63,750 share, respectively, as a result of option exercises.

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Inventories

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Inventories

(5) Inventories

Inventories consist of the following:

		July 2,	December 25,
		2011	2010
		-------------	-------------
Raw materials		$ 406,468	$   360,306
Work in process		387,132	298,004
Finished goods		1,258,278	865,448
		-----------	-----------
	Inventories	$   2,051,878	$   1,523,758
		=======	=======

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Accrued Expenses

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Accrued Expenses

(6) Accrued Expenses

Accrued expenses consist of the following:

	July 2,	December 25,
	2011	2010
	-------------	-------------
Accrued legal and accounting	$   59,132	$   51,200
Accrued payroll	355,583	578,021
Accrued other	177,907	255,038
	------------	------------
	$  592,622	$ 884,259
	=======	=======

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Statements of Cash Flows (USD $)	6 Months Ended
	Jul. 02, 2011	Jun. 26, 2010
Cash flows from operating activities:
Net income	$ 29,326	$ 614,446
Adjustments to reconcile net income to cash provided by (used in) operating activities:
Depreciation & amortization	363,874	358,189
Share-based compensation	112,491	32,054
Deferred taxes	14,200
Excess tax benefit from stock options exercised	(32,050)
Accounts receivable trade	89,036	(107,834)
Inventories	(528,120)	123,242
Prepaid expenses	(45,970)	14,294
Accounts payable	133,531	37,242
Accrued expenses	(291,637)	398,306
Net cash provided by (used in) operating activities	(155,319)	1,469,939
Cash flows from investing activities:
Purchases of property and equipment	(316,795)	(341,760)
Net cash used in investing activities	(316,795)	(341,760)
Cash flows from financing activities:
Payment of capital lease obligations	(138,210)	(158,329)
Excess tax benefit from stock options exercised	32,050
Proceeds from issuance of common stock	35,274
Net cash used in financing activities	(70,886)	(158,329)
Net increase (decrease) in cash and cash equivalents	(543,000)	969,850
Cash and cash equivalents at beginning of period	1,803,222	1,073,600
Cash and cash equivalents at end of period	1,260,222	2,043,450
Supplemental cash flow information:
Cash paid for taxes	76,500
Interest paid	$ 17,736	$ 16,477

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Interim Financial Statements

3 Months Ended

Jul. 02, 2011

Notes to Financial Statements

Interim Financial Statements

(2) Interim Financial Statements
As permitted by the rules of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, these notes are condensed and do not contain all disclosures required by generally accepted accounting principles.

The accompanying financial statements are unaudited. In the opinion of management, the unaudited financial statements of CPS reflect all normal recurring adjustments which are necessary to present fairly the financial position and results of operations for such periods.

The Company`s balance sheet at December 25, 2010 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included CPS`s Annual Report on Form 10-K for the year ended December 25, 2010.

The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

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Balance Sheets (USD $)	Jul. 02, 2011	Dec. 25, 2010
Current assets:
Cash and cash equivalents	$ 1,260,222	$ 1,803,222
Accounts receivable, net	3,833,926	3,922,962
Inventories	2,051,878	1,523,758
Prepaid expenses	122,549	76,597
Deferred taxes	340,079	354,774
Total current assets	7,608,654	7,681,295
Property and equipment:
Production equipment	6,637,755	6,462,311
Furniture and office equipment	337,927	325,880
Leasehold improvements	699,832	677,529
Total property and equipment cost	7,675,514	7,465,720
Accumulated depreciation and amortization	(5,766,655)	(5,402,781)
Construction in progress	228,363	121,362
Net property and equipment	2,137,222	2,184,301
Deferred taxes, non-current portion	778,050	745,505
Total assets	10,523,926	10,611,101
Accounts payable	946,095	812,564
Accrued expenses	592,622	884,259
Current portion of obligations under capital leases	215,303	253,167
Total current liabilities	1,754,020	1,949,990
Obligations under capital leases less current portion	75,215	175,561
Total liabilities	1,829,235	2,125,551
Stockholders` equity:
Common stock, $0.01 par value, authorized 15,000,000 shares; 12,762,592 and 12,698,842 Issued Shares, 12,739,709 and 12,675,959 Outstanding Shares at July 2, 2011 and December 25, 2010, respectively	127,626	126,989
Additional paid-in capital	33,315,598	33,136,420
Accumulated deficit	(24,687,698)	(24,717,024)
Less cost of 22,883 common shares repurchased	(60,835)	(60,835)
Total stockholders` equity	8,694,691	8,485,550
Total liabilities and stockholders` equity	$ 10,523,926	$ 10,611,101