UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC   20549

                              FORM 10-QSB

(Mark One)

XX  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
--- ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2006

    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---  ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO ______.

    Commission file number        000-27503
                             ____________________


                      DYNASIL CORPORATION OF AMERICA
     -------------------------------------------------------------------
     (Exact name of small business issuer as specified in its charter)


          New Jersey                            22-1734088
        --------------                 -------------------------------
  (State or other jurisdiction        (IRS Employer Identification No.)
     of incorporation)


               385 Cooper Road, West Berlin, New Jersey, 08091
          ----------------------------------------------------------
                 (Address of principal executive offices)

                             (856) 767-4600
            --------------------------------------------------
            (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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  XX      No
    ----         ----

The Company had 3,848,145 shares of common stock, par value $.0005 per share,
outstanding as of May 4, 2006.


                                  1
<PAGE>            DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
                                INDEX


                                                                      PAGE
PART 1.   FINANCIAL INFORMATION                                       ----

  ITEM 1.   FINANCIAL STATEMENTS

            DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
            -----------------------------------------------

             CONSOLIDATED BALANCE SHEETS AS OF March 31, 2006
             AND SEPTEMBER 30, 2005                                   3

             CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
             AND SIX MONTHS ENDED MARCH 31, 2006 AND 2005             4

             CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX
             MONTHS ENDED MARCH 31, 2006 AND 2005                     5

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS               6


   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS                     7

   ITEM 3.   CONTROLS AND PROCEDURES                                  11


PART II.  OTHER INFORMATION                                           11

   ITEM 1.   LEGAL PROCEEDINGS                                        11

   ITEM 2.   CHANGES IN SECURITIES                                    11

   ITEM 3.   DEFAULTS ON SENIOR SECURITIES                            11

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS      11

   ITEM 5.   OTHER INFORMATION                                        12

   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                         12

      SIGNATURES                                                      12

                                     2
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
                                     ASSETS

<TABLE>
<S>                                                      <C>            <C>
                                                            March 31     September 30
                                                              2006           2005
                                                           (Unaudited)
                                                            ----------     ----------

Current assets
   Cash and cash equivalents                                $ 320,108       $ 308,210
   Accounts receivable                                        829,803         877,375
   Inventory                                                1,008,483         842,149
   Deferred tax asset                                          24,250          24,250
        Prepaid expenses and other assets                     115,070         100,298
                                                           ----------      ----------
        Total current assets                                2,297,714       2,152,282

Property, Plant and Equipment, net                            693,509         744,764

Other Assets                                                   80,356          87,735
                                                           ----------      ----------

        Total Assets                                       $3,071,579      $2,984,781
                                                           ==========      ==========


                 LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
   Note payable to bank- Line of credit                      $215,000        $250,000
   Current portion - long-term debt                            70,051         184,403
   Accounts payable                                           419,988         322,094
   Accrued expenses                                           217,373         232,476
                                                           ----------      ----------
        Total current liabilities                             922,412         988,973

Long-term Debt, net                                           632,496         592,712

Stockholders' Equity
   Common Stock, $.0005 par value, 25,000,000 shares
    authorized, 4,658,127 and 4,566,946 shares issued,
    3,847,967 and 3,756,786 shares outstanding                  2,329           2,283
   Preferred Stock, $.001 par value per
     share, 10,000,000 shares authorized,
     Series A 10% cumulative,convertible
     700,000 shares authorized, issued
       and outstanding                                            700             700
   Additional paid in capital                               2,083,858       2,042,635
   Retained earnings                                          416,126         343,820
                                                           ----------      ----------
                                                            2,503,014       2,389,438

   Less 810,160 shares in treasury - at cost                 (986,342)       (986,342)
                                                           ----------      ----------
        Total stockholders' equity                          1,516,671       1,403,096
                                                           ----------      ----------
        Total Liabilities and Stockholders' Equity         $3,071,579      $2,984,781
                                                           ==========      ==========
</TABLE>

                                       3

<PAGE>


DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)


<TABLE>
<S>                                   <C>                        <C>
                                          Three Months Ended           Six Months Ended

                                              March 31                     March 31
                                          2006        2005            2006       2005
                                      ----------    ---------     ----------   ---------
Sales                                 $1,665,496   $1,097,026     $3,213,536  $1,878,212
Cost of Sales                          1,072,295      816,113      2,142,192   1,396,799
                                      ----------    ---------     ----------   ---------
Gross profit                             593,201      280,913      1,071,344     481,413
Selling, general and administrative      486,640      256,977        913,298     443,698
                                      ----------    ---------     ----------   ---------
Income from Operations                   106,561       23,936        158,046      37,715

Interest expense   net                   (18,709)     (11,259)       (39,244)    (18,962)

                                      ----------    ---------     ----------   ---------
Income before Income Taxes                87,852       12,677        118,802      18,753

Income Tax                                 5,971        -0-           11,496       -0-
                                      ----------    ---------     ----------   ---------
Net income                            $   81,881    $  12,677     $  107,306   $  18,753
                                      ==========    =========     ==========   =========

Net income per share
  Basic                                     $0.02        $0.00           $0.02       $0.01
  Diluted                                   $0.01        $0.00           $0.01       $0.00

Weighted average shares outstanding     3,846,542     3,522,410       3,807,660   3,454,382

</TABLE>

                                     4
<PAGE>
DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<S>                                                          <C>               <C>
                                                                  Six months Ended
                                                                    March 31, 2006
                                                                  2006              2005
                                                             ----------       -----------
Cash flows from operating activities:
    Net income                                              $  107,306         $  18,753
    Adjustments to reconcile net income
     to net cash provided by (used in)
     operating activities:
       Depreciation                                            102,000            74,215
       Amortization expense                                     13,602             1,999
       Gain on disposal of assets                               (2,000)             -0-
       Allowance for doubtful accounts                          10,998             4,496
          (Increase) decrease in:
         Accounts receivable                                    36,576          (155,451)
         Inventories                                          (166,334)          (62,448)
         Prepaid expenses and other current assets             (14,772)           (9,595)
      Increase (decrease) in:
         Accounts payable                                       97,894            52,632
         Accrued expenses                                      (15,105)           89,678
                                                             ---------        ----------
Net cash provided by (used in) operating activities            170,165            14,279
                                                             ---------        ----------
Cash flows from investing activities:
     Acquisition of property, plant and equipment              (56,968)          (21,287)
Proceeds from sale of assets                                     2,000              -0-
Cash paid for acquisition of Optometrics LLC assets               -0-           (700,000)
Cash for Optometrics acquisition costs                            -0-            (67,976)
                                                             ---------        ----------
Net cash provided by (used in) investing activities            (54,968)         (789,263)
                                                             ---------        ----------
Cash flows from financing activities:
Issuance of common stock                                        41,270            35,538
Issuance of preferred stock                                       -0-            690,000
Payments on long-term debt                                     (68,562)          (60,599)
Proceeds from refinanced long-term debt                            457              -0-
Proceeds from short-term debt - Optometrics Acquisition           -0-            102,143
Proceeds from long-term debt   Optometrics Acquisition            -0-            183,106
Payments on short-term debt                                    (41,464)             -0-
Preferred stock dividends paid                                 (35,000)             -0-
Deferred financing costs incurred - Optometrics Acquisition       -0-            (17,273)
                                                             ---------        ----------
Net cash provided by (used in) financing activities           (103,299)          932,915
                                                             ---------        ----------
Net increase (decrease) in cash                                 11,898           157,931
Cash - beginning of period                                     308,210           254,908
                                                             ---------        ----------
Cash - end of period                                         $ 320,108         $ 412,839
                                                             =========        ===========

  Supplemental disclosure of cash flow information:
       Reconciliation of debt refinancing activities:
         Proceeds of new loans for New Jersey operations       449,346           -0-
         Repayment of old New Jersey term loan                (448,889)          -0-
                                                             ---------        ----------
            Net proceeds of refinancing activity             $     457        $  -0-

</TABLE>
                                               5
<PAGE>

DYNASIL CORPORATION OF AMERICA
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 - Basis of Presentation

     The consolidated balance sheet as of September 30, 2005 was audited and
appears in the Form 10-KSB previously filed by the Company.  The consolidated
balance sheet as of March 31, 2006 and the consolidated statements of
operations and cash flows for the three months and six months ended March 31,
2006 and 2005, and the related information contained in these notes have been
prepared by management without audit.  In the opinion of management, all
adjustments (which include only normal recurring items) necessary to present
fairly the financial position, results of operations and cash flows in
conformity with generally accepted accounting principles as of March 31, 2006
and for all periods presented have been made.  Interim operating results are
not necessarily indicative of operating results for a full year.

On March 8, 2005, Dynasil Corporation of America acquired the operating
assets and assumed certain liabilities of Optometrics LLC, a worldwide
supplier of optical components.  The assets acquired from Optometrics LLC are
operated under the Optometrics Corporation name.  Dynasil financial
statements include the Optometrics Corporation results of operations since
March 9, 2005.

     Certain information and note disclosures normally included in the
Company's annual financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.  It is
suggested that these condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's September 30, 2005 Annual Report on Form 10-KSB previously filed by
the Company with the Securities and Exchange Commission.

Note 2 - Inventories

     Inventories are stated at the lower of average cost or market.  Cost is
determined using the first-in, first-out (FIFO) method.  Inventories consist
primarily of raw materials, work-in-process and finished goods.  The Company
evaluates inventory levels and expected usage on a periodic basis and records
adjustments for impairments as required.

Inventories consisted of the following:

                                   March 31, 2006     September 30, 2005
                                 -----------------       ------------------
        Raw Materials                 $395,511              $322,902
        Work-in-Process                307,746               246,921
        Finished Goods                 305,226               272,326
                                       -------               -------
                                    $1,008,483              $842,149
                                       =======               =======
Note 3 - Net Income Per Share

     Basic net income per share is computed using the weighted average number
of common shares outstanding. The dilutive effects of potential common shares
outstanding are included in diluted net earnings per share.


                                    6
<PAGE>




Note 4 - Stock Based Compensation

     The Company has adopted the disclosure provisions of SFAS No. 148 and
continues to account for stock-based compensation using the intrinsic value
method. Accordingly, no compensation cost has been recognized in the
financial statements for stock options issued to employees since the options
were granted at the most recent market price or higher on the date of grant.
Stock options granted to consultants and other non-employees are reported at
fair value in accordance with SFAS No. 123. The pro forma disclosures of net
loss and net loss per common share required by SFAS No. 123 are shown below.

                                                 Six months ended
                                          March 31, 2006      March 31, 2005
                                           ------------        -------------
     Net income, as reported               $   107,306          $    18,753

Add: Stock-based employee
     compensation expense included
     in reported net income                   -0-                    -0-

Less: Total stock-based employee
     compensation expense determined
     under fair value based method
     for all options                           (4,636)                (153)
                                           ------------        -------------
     Pro forma net profit (loss)          $   102,670           $   18,600
                                           ============        =============

     Actual net profit (loss)
        per common share                   $    0.02           $   0.01

     Pro forma net profit (loss)
        per common share                   $    0.02           $   0.01


     During the six months ended March 31, 2006, 130,000 stock options were
granted at prices ranging from $0.85 to $1.50 per share and 80,000 options
were exercised. The 80,000 options had an exercise price of $0.40 per share
with $23,857 paid in cash and $8,143 relating to Mr. Dunham's 2005 fiscal
year bonus.  During the six months ended March 31, 2005, 433,459 options were
granted at prices ranging from $0.40 to $0.60 and no options were exercised.
The Company cancelled 275,000 and 45,000 options during the six months ended
March 31, 2006 and 2005, respectively.  Compensation expenses relating to
non-employee stock options granted during the six months ended March 31, 2006
and 2005 were $-0-.  During the six months ended March 31, 2006, the Company
issued a total of 10,771 shares of common stock valued at $0.71 to $0.80 per
share to a Director in satisfaction of accrued 2005 Directors Fees and as a
signing bonus for the Vice President of Sales position for a combined expense
of $9,000.  During the six months ended March 31, 2005, the Company issued
158,360 shares of common stock valued at $0.14 to $0.45 per share to the
Board of Directors in satisfaction of accrued and 2005 Directors' fee
obligations totaling $25,217.

ITEM 2.     MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

This is the fourth full quarter of results after the combination of
Optometrics with Dynasil.  On March 8, 2005, Dynasil Corporation of America
acquired the operating assets and assumed certain liabilities of Optometrics
LLC, a worldwide supplier of optical components including diffraction
gratings, lenses, thin film filters, laser optics, monochromators and
specialized optical systems.  The assets acquired from Optometrics LLC are

                               7
<PAGE>
being operated under the Optometrics Corporation ("Optometrics") name.  The
Dynasil financial statements include the Optometrics results of operations
for the period from March 9, 2005 through March 31, 2006.  The results from
time periods previous to March 9, 2005 do not include Optometrics' results.
Integration of Optometrics with Dynasil is essentially completed and
Optometrics is having a major positive impact on the Company.

Revenues for the 2nd quarter ended March 31, 2006 were $1,665,496, an
increase of 51.8% over revenues of $1,097,026 for the quarter ended March 31,
2005.  Revenues for the six months ended March 31, 2006 were $3,213,536, an
increase of 71.1% over revenues of $1,878,212 for the six months ended March
31, 2005.  The net profit for the quarter ended March 31, 2006 was $81,881,
or $0.02 per share, compared with a net profit of $12,677, or $0.00 per
share, for the quarter ended March 31, 2005.  The addition of Optometrics for
the full quarter was the primary driver for revenue and profitability
increases from the quarter ended March 31, 2006. The Company continues to
focus on management's strategy of profitable growth from its optical
components business and by pursuing acquisitions and strategic alliances.

Results of Operations

     Revenues for the three months ended March 31, 2006 were $1,665,496, an
increase of 51.8% over revenues of $1,097,026 for the three months ended
March 31, 2005.  Revenues for the six months ended March 31, 2006 were
$3,213,536, an increase of 71.1% over revenues of $1,878,212 for the six
months ended March 31, 2005.  The addition of Optometrics was the largest
factor in the revenue increase.


     Cost of sales for the three months ended March 31, 2006 was $1,072,295
or 64.3% of sales, a decrease of 10.1 percentage points from the three months
ended March 31, 2005 of $816,113, or 74.4% of sales.  Cost of sales for the
six months ended March 31, 2006 was $2,142,192 or 66.7% of sales a decrease
of 7.7 percentage points from the six months ended March 31, 2005 of
$1,396,799, or 74.4% of sales.  The significant decrease in cost of sales as
a percentage of sales resulted from the higher margin products sold by
Optometrics.  The company also continues to implement cost reductions such as
significantly reducing insurance costs by proactively quoting the combined
company insurance package.


     Gross profit for the three months ended March 31, 2006 was $593,201, or
35.6% of sales, an increase of $312,288 over the three months ended March 31,
2005 of $280,913, or 25.6% of sales. Gross profit for the six months ended
March 31, 2006 was $1,071,344, or 33.3% of sales, an increase of $589,931
over the six months ended March 31, 2005 of $481,413, or 25.6% of sales.

     Selling, general and administrative ("SG&A") expenses for the three
months ended March 31, 2006 were $486,640 or 29.2% of sales, an increase of
5.8 percentage points over the three months ended March 31, 2005 of $256,977,
or 23.4% of sales.  SG&A expenses for the six months ended March 31, 2006
were $913,298 or 28.4% of sales, an increase of 4.8 percentage points over
the six months ended March 31, 2005 of $443,698, or 23.6% of sales.  The
increase in SG&A expenses and percentage resulted primarily from the impact
of Optometrics Corporation SG&A expenses.  Mr. Bruce Leonetti replaced Mr.
Francis Ciancarelli as Vice President of Sales and Marketing in January 2006.
Mr. Leonetti rejoined the Company with 16 years of previous Dynasil
leadership experience.  He held the same position when he left in 2002 and we
are pleased to have him return with his strong industry contacts and
knowledge of Dynasil.

     Net interest expense for the three months ended March 31, 2006 was
$18,709, an increase of $7,450 over the three months ended March 31, 2005 of
                               8
<PAGE>

$11,259. Net interest expense for the six months ended March 31, 2006 was
$39,244, an increase of $20,282 over the six months ended March 31, 2005 of
$18,962. The increase in interest expense is primarily related to the
additional interest payments resulting from the indebtedness incurred in
connection with the Optometrics acquisition and recent increases in the prime
commercial rate of interest which adversely impacts the Company's variable
interest rate payments. Previous loans relating to Dynasil's New Jersey
operations were refinanced with a different lender on January 5, 2006. The
refinancing reduced Dynasil's interest rate on its New Jersey-based
borrowings to a fixed annual rate of 7.25% and also added a $200,000 line of
credit.  See the Company's 8-K filing dated 1/10/06 for additional details.

     Net income for the three months ended March 31, 2006 was $81,881, or
$.02 in basic earnings per share, an increase of $69,204 over the net profit
for the three months ended March 31, 2005 of $12,677, or $.00 in basic profit
per share.  Net income for the six months ended March 31, 2006 was $107,306,
or $.02 in basic earnings per share, an increase of $88,553 over the net
profit for the six months ended March 31, 2005 of $18,753, or $.01 in basic
profit per share.  Optometrics contributed significant additional
profitability to the Company.


The Company had a $5,971 provision for Massachusetts income taxes for
the quarter ended March 31, 2006, $11,496 year to date, and no provision for
taxes for the six months ended March 31, 2005.  As of September 30, 2005, the
Company had approximately $1,300,000 of net operating loss carry forwards to
offset future income for federal tax purposes expiring in various years
through 2021. In addition, the Company has approximately $760,000 of net
operating loss carryforwards to offset certain future New Jersey taxable
income, expiring in various years through 2013.



Liquidity and Capital Resources

     Cash increased by $11,898 for the six months ended March 31, 2006. The
primary sources of cash were cash from operations of $170,165 and issuance of
common stock of $41,270.  The primary uses of cash were acquisition of
property, plant and equipment of $56,968, an inventory increase of $166,334,
net repayments of debt of $109,569, and dividend payments of $35,000 on
Preferred Stock.  The increase in inventory was a result of purchasing fused
silica raw material in advance of a significant price increase announced by
the Company's primary supplier; inventory levels are expected to return to a
more normal level during the third quarter.

     The Company believes that its current cash and cash equivalent balances,
along with the net cash generated by operations, are sufficient to meet its
anticipated cash needs for working capital for at least the next 12 months.
There are currently no plans for any major capital expenditures in the next
six to nine months. Any major business expansion or acquisition likely will
require the Company to seek additional debt or equity financing.


Critical Accounting Policies and Estimates
     There have been no material changes in our critical accounting policies
or critical accounting estimates since September 30, 2005, nor have we
adopted an accounting policy that has or will have a material impact on our
consolidated financial statements.  For further discussion of our accounting
policies see Footnote 1 "Summary of Significant Accounting Policies" in this
Quarterly Report on Form 10-QSB and the Notes to Consolidated Financial
Statements in our Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2005.
                               9
<PAGE>
     The accounting policies that reflect our more significant estimates,
judgments and assumptions and which we believe are the most critical to aid
in fully understanding and evaluating our reported financial results include
the following:

Revenue Recognition
     Revenue from sales of products is recognized at the time title and the
risks and rewards of ownership pass. This is when the products are shipped
per customers' instructions, the sales price is fixed and determinable and
collections are reasonably assured.

Valuation of Long-Lived Assets
     We assess the recoverability of long-lived assets whenever we determine
that events or changes in circumstances indicate that their carrying amount
may not be recoverable. Our assessment is primarily based upon our estimate
of future cash flows associated with these assets. These valuations contain
certain assumptions concerning estimated future revenues and future expenses.
We have determined that there is no indication of impairment of any of our
assets.  However, should our operating results deteriorate; we may determine
that some portion of our long-lived assets are impaired. Such determination
could result in non-cash charges to income that could materially and
adversely affect our financial position or results of operations for that
period.

Estimating Allowances for Doubtful Accounts Receivable
     We perform ongoing credit evaluations of our customers and adjust credit
limits based upon payment history and the customer's current credit
worthiness, as determined by our review of their current credit information.
We continuously monitor collections and payments from our customers and
maintain a provision for estimated credit losses based upon our historical
experience and any specific customer collection issues that we have
identified. While such credit losses have historically been minimal, within
our expectations and the provisions established, we cannot guarantee that we
will continue to experience the same credit loss rates that we have in the
past. A significant change in the liquidity or financial position of any of
our significant customers could have a material adverse effect on the
collectibility of our accounts receivable and our future operating results.

Valuation of Deferred Tax Assets
     We regularly evaluate our ability to recover the reported amount of our
deferred income taxes considering several factors, including our estimate of
the likelihood of the Company generating sufficient taxable income in future
years during the period over which temporary differences reverse. Based on
the company's history of significant fluctuations in net earnings, the
Company established a full valuation allowance as of September 30, 2004 and
prior due to the uncertainty as to the realization of certain net operating
loss carryforwards.  With the asset acquisition of Optometrics LLC in March
2005, the Company now believes that some of these carryforwards will be
realized, and has adjusted the valuation allowance accordingly as outlined in
the Companies 10-KSB for the fiscal year ended September 30, 2005.

Recent Accounting Pronouncements

There were no accounting pronouncements issued since the date of the
Company's most recent Form 10-KSB filing that would require disclosure in the
current Form 10-QSB filing.


Forward-Looking Statements

     The statements contained in this Quarterly Report on Form 10-QSB which

                               10
<PAGE>

are not historical facts, including, but not limited to, certain statements
found under the captions "Overview", "Results of Operations" and "Liquidity
and Capital Resources" above, are forward-looking statements that involve a
number of risks and uncertainties. The actual results of the future events
described in such forward-looking statements could differ materially from
those stated in such forward-looking statements. Among the factors that could
cause actual results to differ materially are the risks and uncertainties
discussed in this Quarterly Report on Form 10-QSB, including, without
limitation, the portions of such reports under the captions referenced above,
and the uncertainties set forth from time to time described in this and the
Company's other filings with the Securities and Exchange Commission, and
other public statements. Such risks and uncertainties include, without
limitation, seasonality, interest in the Company's products, customer
acceptance of new products, general economic conditions, market trends, costs
and availability of raw materials and management information systems,
competition, litigation, need for additional financing, the effect of
governmental regulation and other matters. The Company disclaims any
intention or obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise.

ITEM 3    CONTROLS AND PROCEDURES

     Based on their most recent informal evaluation, which was completed
during the period covered within this Form 10-QSB, the Company's
President/Chief Executive Officer and Chief Financial Officer believe that
the Company's disclosure controls and procedures (as defined in Exchange Act
Rule 13a-14 and 15d-14) are effective.  There were not any significant
changes in the Company's internal controls nor other facts that could
significantly affect these controls subsequent to the date of this
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.  The Company is presently unable to
provide adequate segregation of duties within itself as a means of internal
control.  As a result, the Company is presently relying on overriding
management reviews, and assistance from its board of directors and Audit
Committee in providing short-term review procedures until such time as
additional funding is provided to hire additional executives to adequately
segregate duties within the Company.

PART II

OTHER INFORMATION
------------------

ITEM 1    LEGAL PROCEEDINGS

    NONE

ITEM 2    CHANGES IN SECURITIES

    NONE

ITEM 3    DEFAULTS ON SENIOR SECURITIES

    NONE

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    NONE


                                 11
<PAGE>



ITEM 5    OTHER INFORMATION

The information presented in Items 1 and 2 of Part I of this Report is
incorporated herein by reference. On May 10, 2006, the Company issued a press
release announcing its financial results for its second quarter ending March
31, 2006. A copy of this press release is attached as Exhibit 99 to this
Report on Form 10-QSB. This information is being furnished pursuant to Item 5
of Part II of Form 10-QSB and shall not be deemed to be "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.


ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K


       (a)     Exhibits and index of Exhibits

     31.1(a) and (b) Rule 13a-14(a)/15d-14(a) Certifications pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1 Section 1350 Certification pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the
     Securities Exchange Act of 1934)


     99.1 Press release, dated May 10, 2006, issued by Dynasil Corporation
     of America announcing its financial results for the second quarter
     ending March 31, 2006.


     (b) Reports on Form 8-K

       -  On 1/10/06, a current report for items 1 and 2 for the refinancing
       of New Jersey business loans with Susquehanna Patriot Bank.
       -  On 1/19/06, a current report for items 1 and 5 for the employment
       agreement of the new Vice President- Sales and Marketing.



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.


DYNASIL CORPORATION OF AMERICA


BY:       /s/ Craig T. Dunham                     DATED:    May 10, 2006
   ---------------------------------               --------------------
          Craig T. Dunham,
          President and CEO


          /s/ Laura Lunardo                       DATED:   May 10, 2006
      -----------------------------                --------------------
         Laura Lunardo
           Chief Financial Officer

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