8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2014

CPS TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware	0-16088	04-2832509
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
111 South Worcester Street, Norton, Massachusetts		02766
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code		508-222-0614
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c)) under the
Exchange Act (17 CFR 240.13e-4( c)).

Item 2.02 Results of Operations and Financial Condition

On May 6, 2014, the Company issued a press release announcing its financial results for the fiscal quarter ended March 29, 2014. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.

Cautionary Note Regarding Forward-Looking Statements.
Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d)

EXHIBIT NUMBER	DESCRIPTION
99	Press release dated May 6, 2014 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended March 29, 2014.

SIGNATURE

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: May 7, 2014	/s/ Ralph M. Norwood Ralph M. Norwood Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99	Press release dated May 6, 2014 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended March 29, 2014.

EX-99

CPS Technologies Corporation                                                    
Ralph Norwood, Chief Financial Officer
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614                                                                 
Web Site:  www.alsic.com

CPS TECHNOLOGIES CORPORATION ANNOUNCES FIRST QUARTER 2014 RESULTS

Norton, Massachusetts, May 6, 2014.  CPS Technologies Corporation (OTCQB:CPSH) today announced revenues of $6.0 million and net income of $248 thousand for the quarter ended March 29, 2014.  This compares with revenues of $5.0 million and net income of $3 thousand for the quarter ended March 30, 2013.

Gross margin in the first quarter of 2014 was $1.5 million or 26% of sales compared with $914 thousand or 18% of sales in the first quarter of 2013.  This improvement in margin was due to in large part to the 19% increase in revenues, and, to a lesser degree, price increases on selected products.

Commenting on the results, Grant Bennett, President and CEO, said:  “This was the fifth quarter in a row when sales and earnings have exceeded the same quarter for the previous year. Sales were higher in the first quarter versus last year to all major customers with our traction business being particularly strong.  The continued strength of our base business provides funds and momentum for us to aggressively pursue new opportunities.  During the quarter we hired new exclusive sales representatives to develop business in Israel as well as the mid-Atlantic and Rocky Mountain regions of the US.  Although the very nature of our products requires time to generate a revenue stream, we are confident there are many unmet needs in each of these geographic areas----none of which have had a CPS sales representative in the past.”

Mr. Bennett continued, “During the quarter CPS sales and senior management personnel had meetings with existing and potential large customers in Europe, Taiwan and the U.S.--all of which support our belief that the potential for our technology to solve thermal management problems is wide ranging and growing.”

About CPS
CPS Technologies Corporation is a global leader in producing metal-matrix composite components used to improve the reliability and performance of various electrical systems.  CPS products are used in motor controllers for hybrid and electric vehicles, high-speed trains, subway cars and wind turbines.  They are also used as heatspreaders in internet switches, routers and high-performance microprocessors.  CPS also develops and produces metal-matrix composite armor.

Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2014 financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified by the use of terms and phrases such as "will," "intends," "believes," "expects," "plans," "anticipates" and similar expressions. Investors should not rely on forward looking statements because they are subject to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company's expectation. Additional information concerning risk factors is contained from time to time in the company's SEC filings, including its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this release.

CPS  TECHNOLOGIES  CORPORATION
STATEMENT OF INCOME (Unaudited)
		---Quarter Ended---
		Mar. 29,		Mar. 30,
		2014		2013
Total Revenues	$	5,986,051	$	5,031,078
Cost of Sales		4,447,682		4,116,641
Gross Margin		1,538,369		914,437
Operating Expenses		1,125,788		899,915
Operating Income		412,581		14,522
Interest expense		(962)		(10,192)
Income before  taxes		411,619		4,330
Income tax provision		164,000		1,720
Net income	$	247,619	$	2,610
Net income (loss) per common share	$	0.02	$	0.00
Weighted average shares outstanding		13,069,577		12,871,759

CPS  TECHNOLOGIES  CORPORATION
BALANCE SHEET (Unaudited)
		Mar. 29,		Dec. 28,
		2014		2013
Assets
Current assets:
Cash and cash equivalents	$	856,719	$	1,571,054
Accounts receivable, net		4,490,388		2,900,457
Inventories, net		2,208,982		2,183,699
Prepaid expenses		156,061		175,726
Deferred taxes, current		531,377		649,420
Total current assets		8,243,527		7,480,356
Property and equipment, net		1,789,046		1,832,787
Deferred taxes, non-current		1,797,811		1,826,482
Total assets	$	11,830,384	$	11,139,625
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	1,502,233	$	1,091,909
Accrued expenses		1,066,213		1,106,813
Capital leases, current		55,848		76,372
Total current liabilities		2,624,294		2,275,094
Total liabilities		2,624,294		2,275,094
Stockholders' equity		9,206,090		8,864,531
Total liabilities and stockholders' equity	$	11,830,384	$	11,139,625