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**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D. C. 20549**

 

**FORM 10-K/A**

 

**AMENDMENT No. 1**

 

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF**

**THE SECURITIESEXCHANGE ACT OF 1934**

 

**For the Fiscal Year Ended March 31, 2009**

**Commission File Number 0-146-02**

 

**CYANOTECHCORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Nevada**

(State or other jurisdiction of incorporation or organization)      | ** ** | **91-1206026**

(I. R. S. Employer Identification No.) |
|---------------------------------------------------------------------------------|------------|--------------------------------------------------------|
| ** **                                                                      | ** ** | ** **                                             |
| **73-4460  Queen Kaahumanu Highway, Suite 102,**

**Kailua-Kona,  Hawaii** | ** ** | **96740**                                              |
| (Address of principal executive offices)                                        | ** ** | (Zip Code)                                             |

 

Registrant’s telephone number, including area code:  **(808) 326-1353**

 

| Securities registered pursuant to Section 12(b) of the Act: |       | Name of each exchange on which registered: |
|-----------------------------------------------------------------------|------------|--------------------------------------------|
| **None**                                                              | ** ** | **NASDAQ  Capital Market**                 |

 

Securities registered pursuant to Section 12(g) of the Act:

 

**CommonStock, $.02 par value**

(Title of Class)

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.  o Yes    x No

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.  o Yes    x No

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.    x Yes    o No

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate website, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 ofthis chapter) during the preceding 12 months (or such shorter period that theregistrant was required to submit and post such files).    x Yes    o No

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§229.405 of this chapter) is not contained herein, and will notbe contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-K/Aor any amendment to this Form l0-K/A.   o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Exchange Act.(Check one):

 
| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller Reporting Company x |
|--------------------------------|--------------------------|------------------------------|----------------------------------|

 

Indicatedby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act). o Yes x No

 

Theaggregate market value of the Registrant’s Common Stock held by non-affiliatesof the Registrant on June 22, 2009 was approximately $8,863,598 based onthe closing sale price of the Common Stock on the NASDAQ Capital Market on thatdate.

 

Numberof shares outstanding of Registrant’s Common Stock at June 22, 2009 was5,245,770.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Portionsof the Registrant’s Definitive Proxy Statement for its 2009 Annual Meeting ofStockholders, to be filed with the Securities and Exchange Commission on orprior to July 29, 2009 and to be used in connection with the AnnualMeeting of Stockholders expected to be held on September 9, 2009, areincorporated by reference in Part III of this Form 10-K.

 

 

 

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**CYANOTECHCORPORATION**

 

**TABLE OF CONTENTS**

 
| ** **                                                       | **Page**                                                                                                                                                       |
|------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                             |                                                                                                                                                           |
| Explanatory Note                                                 | 3                                                                                                                                                              |
|                                                             |                                                                                                                                                           |
| **PART II**                                                 |
|                                                             |
| **REPORT  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**     |
|                                                             |                                                                                                                                                           |
| Item  8: Report of Independent Registered Public Accounting Firm | 4                                                                                                                                                              |
|                                                             |                                                                                                                                                           |
| **PART IV**                                                 |
|                                                             |                                                                                                                                                           |
| ITEM 15:                                                         | Exhibits and Financial  Statement Schedules                                                                                                                    |   |
|                                                             |                                                                                                                                                           |   |
| Report  of Independent Registered Public Accounting Firm         | 5                                                                                                                                                              |
|                                                             |                                                                                                                                                           |   |
| Signatures                                                       |                                                                                                                                                           | 6 |
|                                                             |                                                                                                                                                           |   |
| Exhibits:                                                        |                                                                                                                                                           |   |
|                                                             |                                                                                                                                                           |   |
| Exhibit 31.1                                                | Certifications  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 |   |
| Exhibit 31.2                                                | Certifications  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 |   |
| Exhibit 32.1                                                | Certifications  of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As  Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 |   |
| Exhibit 32.2                                                | Certifications  of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As  Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 |   |

 

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**Explanatory Note**

 

CyanotechCorporation is filing this Amendment No. 1 to its Annual Report on Form 10-Kfor the year ended March 31, 2009, previously filed on June 25, 2009,to correct the report dates on the Report of Independent Registered AccountingFirm in Part II, Item 8 and the Report of Independent Registered PublicAccounting Firm in Part IV, Item 15 which were inadvertently dated as of acurrent date rather than the actual date of June 26, 2008. In addition, asrequired by Rule 12b-15 of the Securities Exchange Act of 1934, newcertifications by our principal executive officer and principal financialofficer are included herein as exhibits to this Amendment and apply to thisfiling and the Original Filing, as amended. Except for the foregoing items, the information herein continues todescribe conditions as of the filing of the Form 10-K on June 25,2009.

 

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**Part II**

 

**Item 8.****                                  ****FinancialStatements and Supplementary Data**

 

**Report of IndependentRegistered Public Accounting Firm**

 

TheBoard of Directors and Stockholders

CyanotechCorporation:

 

We have audited the accompanying consolidated balance sheet ofCyanotech Corporation and subsidiaries (the Company) as of March 31, 2008and the related consolidated statements of operations, stockholders’ equity andcomprehensive income (loss), and cash flows for each of the years in the two-yearperiod ended March 31, 2008. These consolidated financial statements arethe responsibility of the Company’s management. Our responsibility is toexpress an opinion on these consolidated financial statements based on ouraudits.

 

We conducted our audits in accordance with the standards of the PublicCompany Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well asevaluating the overall financial statement presentation. We believe that ouraudits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to abovepresent fairly, in all material respects, the financial position of CyanotechCorporation and subsidiaries as of March 31, 2008, and the results oftheir operations and their cash flows for each of the years in the two-yearperiod ended March 31, 2008, in conformity with U.S. generally acceptedaccounting principles.

 

 

/s/KPMG LLP

 

Honolulu,Hawaii

June 26,2008

 

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**Part IV**

 

**Item 15.         Exhibits and Financial Statement Schedules**

 

**Report of IndependentRegistered Public Accounting Firm**

 

TheBoard of Directors and Stockholders

CyanotechCorporation:

 

Under date of June 26, 2008, we reported on the consolidatedbalance sheet of Cyanotech Corporation and subsidiaries (the Company) as of March 31,2008, and the related consolidated statements of operations, stockholders’equity and comprehensive income (loss), and cash flows for each of the years inthe two-year period ended March 31, 2008. These consolidated financialstatements and our report thereon are included in the Company’s annual reporton Form 10-K for the year 2009. In connection with our audits of theaforementioned consolidated financial statements, we also audited the relatedfinancial statement schedule as listed in Item 15(a)(2). The financialstatement schedule is the responsibility of the Company’s management. Ourresponsibility is to express an opinion on the financial statement schedulebased on our audits.

 

In our opinion, such financial statement schedule, when considered inrelation to the basic consolidated financial statements taken as a whole,presents fairly, in all material respects, the information set forth therein.

 

 

/s/KPMG LLP

 

Honolulu,Hawaii

June 26,2008

 

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**SIGNATURE**

 

Pursuant to therequirements of the Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized, on the 10th day of July,2009.

 
|   | **CYANOTECH  CORPORATION** |
|--------|----------------------------|
|   | By:                        | /s/ Deanna L. Spooner |
|   |                       | Deanna L. Spooner |
|   |                       | Vice President -  Finance and Administration and Chief Financial Officer |

 

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