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 DECEMBER 31, 2007

    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 6,737,298 shares of common stock, par value
$.0005 per share, outstanding as of December 31, 2007.


                                  1
<PAGE>
            DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
                                INDEX




PART 1.   FINANCIAL INFORMATION                                       PAGE
                                                                      ----

  ITEM 1.   FINANCIAL STATEMENTS

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

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

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

             CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
             MONTHS ENDED DECEMBER 31, 2006 AND 2005                    5

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                 6


   ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS                       8

   ITEM 3.   CONTROLS AND PROCEDURES                                   12


PART II.  OTHER INFORMATION                                            12

   ITEM 1.   LEGAL PROCEEDINGS                                         12

   ITEM 2.   CHANGES IN SECURITIES                                     12

   ITEM 3.   DEFAULTS ON SENIOR SECURITIES                             12

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS       12

   ITEM 5.   OTHER INFORMATION                                         12

   ITEM 6    EXHIBITS AND REPORTS ON FORM 8-K                          13

      SIGNATURES                                                       13

                                     2
<PAGE>

DYNASIL CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
                                     ASSETS
<TABLE>
<S>                                                      <C>              <C>
                                                           December 31   September 30
                                                              2007           2007
                                                         (Unaudited)
                                                          ----------     ----------
Current assets
   Cash and cash equivalents                                $ 445,340       $ 496,948
   Accounts receivable, net of allowance for doubtful
     accounts of $105,541 and $98,863 and sales
     returns of $18,712 and $30,790 for
     December 31, 2007 and
     September 30, 2007, respectively                       1,372,543       1,284,844
   Inventories                                              2,154,471       1,832,720
   Deferred tax asset                                         216,100         216,100
   Prepaid expenses and other current assets                  160,361         130,548
                                                           ----------      ----------
        Total current assets                                4,348,815       3,961,160

Property, Plant and Equipment, net                          2,379,949       2,436,517

Other Assets                                                   88,011          88,698
                                                           ----------      ----------

        Total Assets                                       $6,816,775      $6,486,375
                                                           ==========      ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
        Note payable to bank- Line of credit                 $798,774        $311,870
   Current portion   long term debt                           115,988          99,237
   Accounts payable                                           471,451         684,208
   Accrued expenses                                           436,662         587,872
                                                           ----------      ----------
        Total current liabilities                           1,822,875       1,683,187

Long-term Debt, net                                         1,503,954     1,626,980


Stockholders' Equity
   Common Stock, $.0005 par value, 25,000,000 shares
    authorized, 7,542,284 and 6,926,683 shares issued,
    6,732,124 and 6,116,523 shares outstanding                  3,772           3,464
   Preferred Stock, $.001 par value, 10,000,000
    Shares                                                        710             710
    authorized, 710,000 and 710,000 shares Series B shares
    issued and outstanding for December 31, 2007 and
    September 30, 2007 respectively, 10% cumulative,
    convertible
   Additional paid in capital                               3,124,959       2,983,980
 Retained earnings                                          1,346,847       1,174,396
                                                           ----------      ----------
                                                            4,476,288       4,162,550

   Less 810,160 shares in treasury - at cost                 (986,342)       (986,342)
                                                           ----------      ----------
        Total stockholders' equity                          3,489,946       3,176,208
                                                           ----------      ----------
        Total Liabilities and Stockholders' Equity         $6,816,775      $6,486,375
                                                           ==========      ==========
</TABLE>

                                       3
<PAGE>


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


<TABLE>
<S>                                   <C>          <C>
                                         Three Months Ended
                                           December 31
                                         2007        2006
                                       ----------    ---------
Net sales                              $2,814,907   $2,536,297
Cost of sales                           1,892,331    1,865,759
                                       ----------    ---------
Gross profit                              922,576      670,538
Selling, general and administrative       688,097      602,904
        expenses
                                       ----------    ---------
Income from operations                    234,479       67,634
Interest expense   net                     33,523       35,662
                                       ----------    ---------
Income before income taxes                200,956       31,972

Income taxes                               10,670        9,070
                                       ----------    ---------
Net income                               $190,286     $ 22,902
                                       ==========    =========


Net income per common share
  Basic                                    $0.03        $0.00

  Diluted                                  $0.03        $0.00


Weighted average shares outstanding      6,198,183     4,255,041


</TABLE>

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

<TABLE>
<S>                                                          <C>               <C>
                                                                    Three Months Ended
                                                                       December 31
                                                                  2007              2006
                                                               ----------        -----------
Cash flows from operating activities:
    Net income                                                 $ 190,286           $  22,902
    Adjustments to reconcile net income
     to net cash used in operating activities:
       Depreciation                                               88,365              75,363
       Amortization expense                                        4,074               4,803
       Allowance for doubtful accounts and sales returns          (5,400)             17,231
   (Increase) decrease in:
         Accounts receivable                                     (69,008)            141,404
         Inventories                                            (321,752)           (272,476)
         Prepaid expenses and other current asset                (34,050)             26,116
    Increase (decrease) in:
         Accounts payable and accrued expenses                  (363,961)           (140,074)
                                                               -----------         ----------
Net cash used in operating activities                           (511,446)           (124,731)
                                                               -----------         ----------
Cash flows from investing activities:
     Acquisition of property, plant and equipment                (31,797)            (40,293)
     Cash paid for acquisition of EMF                              -0-              (674,890)
                                                               -----------         ----------
     Net cash used in investing activities                       (31,797)           (715,183)
                                                               -----------         ----------
Cash flows from financing activities:
     Issuance of common stock                                    141,197              132,285
     Issuance of preferred stock                                     -0-              700,000
     Proceeds from (payments on) long-term debt                  (23,815)             220,396
     Deferred financing costs incurred                           (12,442)             (16,852)
     Proceeds from (payments on) short-term debt                 404,445              (88,473)
     Preferred stock dividends paid                              (17,750)             (17,500)
                                                               -----------         ----------
Net cash provided by financing activities                        491,635              929,856
                                                               -----------         ----------
Net increase(decrease) in cash                                   (51,608)              89,942

Cash - beginning of period                                       496,948              352,139
                                                               -----------         ----------
Cash - end of period                                           $ 445,340            $ 442,081
                                                               ===========         ==========

Supplemental Disclosure of cash flow information:

           Preferred stock dividends declared                    $17,750              $35,250
           Less dividends payable at December 31                     -0-              (17,750)
                                                               -----------         ----------
           Net cash paid for dividends                          $ 17,750              $17,500
                                                               ===========         ==========
</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, 2007 was audited and appears in the Form 10-KSB
previously filed by the Company.  The consolidated
balance sheet as of December 31, 2007 and the
consolidated statements of operations and cash flows
for the three months ended December 31, 2007 and
2006, 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
December 31, 2007 and for all periods presented have
been made.  Interim operating results are not
necessarily indicative of operating results for a
full year.

     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, 2007
Annual Report on Form 10-KSB previously filed by the
Company with the Securities and Exchange Commission.

          Certain items in the 2006 statement of
operations have been restated to conform with the
2007 financial statement presentation.


Note 2 - Debt

On December 13, 2007, Dynasil's available line
of credit with Susquehanna Bank was increased from
$200,000 to $475,000.  The interest rate was reduced
to Susquehanna Bank's prime rate.  All other terms
remained unchanged.


Note 3 - 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:


                             December 31, 2007      September 30, 2007
                             -----------------      ------------------
        Raw Materials               $1,501,854           $1,145,249
        Work-in-Process                250,328              336,203
        Finished Goods                 402,289              351,268
                             -----------------      ------------------
                                    $2,154,471           $1,832,720
                             =================      ==================
Note 4 - 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>


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

Note 5 - Stock Based Compensation

          The fair value of stock options granted was
estimated at the date of grant using the Black-
Scholes options pricing model.  The Company used the
following assumptions for determining the fair value
of options granted under Black-Scholes option pricing
model:
                                December 31,2008
Expected term in years             3 years
Risk-free interest rate            4.79%
Expected volatility                6.76%
Expected dividend yield            0.00%

     The expected volatility was determined with
reference to the historical volatility of the
Company's stock.  The Company uses historical data to
estimate option exercise and employee termination
within the valuation model. The expected term of
options granted represents the period of time that
options granted are expected to be outstanding.  The
risk-free interest rate for periods within the
contractual life of the option is based on the U.S.
Treasury rate in effect at the time of grant.

     During the three months ended December 31,
2007, 50,000 stock options were granted at a price of
$2.00 per share and -0- options were exercised.  The
granted stock options cannot be exercised until 2009
and therefore the stock-based compensation expense
totaling $1,418 will be recognized at that time if
they become exercisable.  For three months ended
December 31, 2007, total stock-based compensation
charged to operations for option-based arrangements
amounted to -0-.  At December 31, 2007, there was
approximately $11,035 of total unrecognized
compensation expense related to non-exercisable
option-based compensation arrangements under the
Plan. The Company cancelled -0- options during the
three months ended December 31, 2007.  Compensation
expense relating to non-employee stock options
granted during the three months ended December 31,
2007 were $-0-.

     During the three months ended December 31,
2007, Mr. Dunham was paid his fiscal year 2007 bonus
of $86,711 which is payable two thirds in stock and
one third in cash per his employment agreement.  For
the $57,807 stock portion of the bonus, Mr. Dunham
received 256,921 shares by exercising existing
warrants at $.225 per share.  Mr. Dunham exercised
his remaining warrants to purchase 356,706 shares at
$.225 per share for a cash payment of $80,259.

Note 6   Subsequent Event

On January 18, 2008, the Company acquired an
optical filter product line from Precision Optics
Corporation, Inc. ("POC") located in Gardner, MA for
a $250,000 cash payment plus three year royalty
agreement. The purchase included the intellectual
property, customer base and equipment to produce a
variety of high performance optical filters.



                                    7
<PAGE>








DYNASIL CORPORATION OF AMERICA


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION

Overview

This is the fifth quarter of results after
Dynasil Corporation of America ("Dynasil", the
"Company" or "we") acquired 100% of the stock of
Evaporated Metal Films Corporation ("EMF") of Ithaca,
NY on October 2, 2006.  EMF provides optical thin-
film coatings for a broad range of application
markets including display systems, optical
instruments, satellite communications and lighting.
EMF provides products and services to optics markets
which are related to those served by Dynasil's
historical operations.

Revenues for the first quarter of fiscal year
2008 which ended December 31, 2007, were $2,814,907,
an increase of 11% over revenues of $2,536,297 for
the quarter ended December 31, 2006.  Net income for
the quarter ended December 31, 2007 was $190,286 or
$0.03 per share, compared with a net income of
$22,902, or $0.00 per share, for the quarter ended
December 31, 2006.  Strong revenue growth combined
with continued process improvements drove those
significant gains. EMF had its second consecutive
profitable quarter and we have shown significant
improvement in productivity, quality, service and
process yields.  Our other businesses delivered solid
profitability gains over the previous year. On
December 20, 2007, we announced a letter of intent to
acquire an
advanced instrument company that, if completed, is
expected to more than triple our revenues and
profitability.  On January 18, we completed the
acquisition of the optical filter product line from
Precision Optics Corporation which will be fully
integrated into our Optometrics location and expected
to add about $500,000 of additional revenues per
year.

Results of Operations

     Revenues for the three months ended December 31,
2007 were $2,814,907, an increase of 11% over
revenues of $2,536,297 for the quarter ended December
31, 2006.  The revenue increase came from organic
growth in our businesses.

     Cost of sales for the three months ended
December 31, 2007 was $1,892,331 or 67.2% of sales, a
decrease of 6.3 percentage points from the three
months ended December 31, 2006 of $1,865,759, or
73.5% of sales.  The largest driver in the cost of
sales improvement was the productivity improvements
at EMF.

     Gross profit for the three months ended December
31, 2007, was $922,576, or 32.8% of sales, an
increase of $252,038 over the three months ended
December 31, 2006 of $670,538, or 26.5% of sales.
Operational improvements at EMF and Optometrics are
key factors for the significant gross profit
increase.

     Selling, general and administrative ("SG&A")
expenses for the three months ended December 31,
2007, were $688,097 or 24.4% of sales, an increase of
0.7  percentage points from the three months ended
December 31, 2006 of $602,904 or 23.7% of sales. The
changes in SG&A expenses and percentages resulted
primarily from staffing increases to prepare for
anticipated future growth.

     Net interest expense for the three months ended
December 31, 2007, was $33,523, compared to $35,662
for the three months ended December 31, 2006.

     Net income for the three months ended December
31, 2007, was $190,286 or $0.03 in basic earnings per
share, which is up $167,384 from net income for the
three months ended December 31 2006, of $22,902, or
$.00 in basic profit per share.  The turn-around of
EMF results was the largest factor although our other
businesses also delivered significant profitability
gains.

                                    8
<PAGE>



DYNASIL CORPORATION OF AMERICA

The Company had a $10,670 provision for income
taxes for the quarter ended December 31, 2007 and a
$9,070 provision for the quarter ended December 31,
2006.  The income taxes were primarily for
Massachusetts. As of September 30, 2007, the Company
had approximately $674,200 of net operating loss
carry forwards to offset future income for federal
tax purposes expiring in various years through 2021.
In addition, the Company had approximately $585,800
of net operating loss carryforwards to offset certain
future New Jersey taxable income, expiring in various
years through 2013.

Liquidity and Capital Resources

     Cash decreased by $51,608 for the three months
ended December 31, 2007.   The primary sources of
cash were net income of $190,286, depreciation and
amortization expenses that aggregated $92,439, net
borrowings of $380,630, and the issuance of common
stock of $141,197.  The primary uses of cash were
inventory increases of $321,752 and decreases in
accounts payable and accrued expenses of $363,961.
We took advantage of the opportunity to acquire
$240,600 of raw material inventory for a substantial
discount at year end and we utilized our line of
credit for the purchase.  We expect to consume most
of that inventory in quarter 2.  Accounts payable
were abnormally high on September 30, 2007 due to an
unusually high $285,000 raw material purchase at year
end; these accounts were paid down to normal levels
during the quarter.

     The Company believes that its current cash and
cash equivalent balances, along with the net cash
generated by operations and credit lines, 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, greater than $100,000, in the next six
to nine months. Any major business expansions or
acquisitions, including the planned acquisition of an
advanced instrument company discussed below, likely
will require the Company to seek additional debt
and/or equity financing.

Acquisitions

     We continue to execute our strategy of
significant growth through acquisitions as well as
organic growth and effective execution in our
businesses. On December 20, 2007, we announced that
we had entered into a Letter of Intent to acquire a
privately-owned advanced instruments company which,
if completed, is expected to more than triple our
revenues and profitabilitiy.  The company planned to
be acquired has high growth potential instruments
which are sold into the medical, environmental
sensing and quality instrumentation markets.  It also
has a significant research and development team
performing a number of government contracts for
Homeland Security and other government agencies.
Management expects that the acquisition would be
transformational for Dynasil in that it would move us
from a predominantly component-based supply company
to an instrumentation company with a considerable
intellectual property portfolio and extensive
technology capability as well as more than tripling
expected revenues and profitability.  The Letter of
Intent plans a Spring 2008 closing date and is
contingent on completion of definitive acquisition
agreements, due diligence, and obtaining financing;
where progress has been satisfactory to date.
Dynasil has acquired two other companies during the
last three years and has delivered significant
performance improvements at all three of its business
units.

On January 18, 2008, we closed the acquisition
of an optical filter product line from Precision
Optics Corporation, Inc. ("POC") located in Gardner,
MA.  The purchase included the intellectual property,
customer base and equipment to produce a variety of
high performance optical filters that

                                    9
<PAGE>

DYNASIL CORPORATION OF AMERICA

extend the market offerings of our Optometrics
operation in Ayer, MA.  In addition to a $250,000 up-
front cash payment, there is a royalty agreement on
existing business for three years.  This purchase
fits our strategy of add-on acquisitions to grow our
existing businesses.  We plan to fully integrate the
additional optical filter business into our Ayer, MA
location and anticipate incremental revenues of at
least $500,000 per year which we expect to be
immediately accretive to earnings.  The intellectual
property and know-how adds a significant capability
set to our company.

Critical Accounting Policies and Estimates
     There have been no material changes in our
critical accounting policies or critical accounting
estimates since September 30, 2007. We have not
adopted any 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 the Notes to Consolidated
Financial Statements in our Annual Report on Form 10-
KSB for the fiscal year ended September 30, 2007.
     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 a portion
of our long-lived assets is impaired. Such a
determination could result in non-cash charges to
income that could materially and adversely affect the
Company's 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.
                                    10
<PAGE>



DYNASIL CORPORATION OF AMERICA

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.  The
Company believes that some of these carryforwards
will be realized, and has adjusted the valuation
allowance accordingly as outlined in the Company's
Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2007.

Stock-Based Compensation
     Compensation costs are recognized for stock
options granted to employees and directors.  Options
and warrants granted to employees and non-employees
are recorded as an expense at the date of grant based
on the then estimated fair value of the security in
question, determined using the Black Scholes option
pricing model.

Recently Issued Accounting Standards

In December 2007, the Financial Accounting
Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 141
(revised 2007), Business Combinations, which replaces
SFAS No 141. The statement retains the purchase
method of accounting for acquisitions, but requires a
number of changes, including changes in the way
assets and liabilities are recognized in the purchase
accounting. It also changes the recognition of assets
acquired and liabilities assumed arising from
contingencies, requires the capitalization of in-
process research and development at fair value, and
requires the expensing of acquisition-related costs
as incurred. SFAS No. 141R is effective for us
beginning October 1, 2009 and will apply
prospectively to business combinations completed on
or after that date.

     In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial  Statements--
An Amendment of ARB No. 51, or SFAS No. 160. SFAS No. 160
establishes new accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation
of a subsidiary.  SFAS No. 160 is effective for fiscal years
beginning on or after December 15, 2008. We believe that SFAS
160 should not have a material impact on our financial position or
results of operations.

Forward-Looking Statements

     The statements contained in this Quarterly
Report on Form 10-QSB which
are not historical facts, including, but not limited
to, certain statements found under the captions
"Overview", "Results of Operations", "Liquidity and
Capital Resources" and "Acquisitions" 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

                                    11
<PAGE>

DYNASIL CORPORATION OF AMERICA

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

     As required by Rule 13a-15(e) under the
Exchange Act, our Chief Executive Officer and Chief
Financial Officer have evaluated our disclosure
controls and procedures as of the end of the period
covered by the report and have determined that such
disclosure controls and procedures are effective.
     There has been no change in our internal
control over financial reporting in connection with
this evaluation that occurred during our last fiscal
quarter that materially affected, or it is reasonably
likely to materially affect, our internal control
over financial reporting.

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

ITEM 5    OTHER INFORMATION

Dynasil's annual meeting was completed on
February 5, 2008.  At the meeting there are 4,861,933
shares present by Proxy and by shareholders in
person, or a total of 79.5% of shares eligible to
vote, so a quorum was present. The three Directors,
James Saltzman, Craig Dunham, and Cecil Ursprung were
reelected each by a vote of 4,863,819 share voted for
and 7,271 shares withheld.  The shareholders approved
the proposal to incorporate the Company as a Delaware
Company by a vote of 3,449,816 shares cast for
approval, 3,000 shares cast against, and 0 shares
abstained from voting. The Shareholders ratified the
appointment of Haefele, Flanagan & Company p.c. as
the Company's independent public accountants for the
2008 fiscal year by a vote of 4,748,350  shares cast
for, 113,583  shares cast against, and 0 shares
abstained from voting.

The information presented in Items 1 and 2 of Part I
of this Report is incorporated herein by reference.
On February 14, 2008, the Company issued a press
release announcing its financial results for its
first quarter ending December 31, 2007.  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 the

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DYNASIL CORPORATION OF AMERICA

purposes of Section 18 of the Securities Exchange Act
of 1934, as amended ("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

10.1      Offer letter to Paul Shultz dated October
26, 2007 as EMF President.

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 February 14, 2008
issued by Dynasil Corporation of America
announcing its financial results for the first
quarter ending December 31, 2007.

     (b) Reports on Form 8-K

     On December 26, 2007, a current report on Form 8-
K Items 8 for entering into a Letter of Intent On December
18, 2007 to acquire a privately-owned advanced
instrumentation company.


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: February 14, 2008
  ---------------------------------   --------------------
          Craig T. Dunham,
          President and CEO


     /s/ Laura Lunardo               DATED: February 14, 2008
  ---------------------------------   --------------------
         Laura Lunardo
         Chief Financial Officer

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