**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**________________**

**Form 10-Q/A**

**Amendment No. 1**

 

| **(Mark One)**      |                                                                                                                                                                                                                                                                                                                |
|---------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **[X]**             | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934.**                                                                                                                                                                                                                         |
|                | **For the quarterly period ended September 30, 2008.**                                                                                                                                                                                                                                                              |
| **[   ]** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.**                                                                                                                                                                                                                       |
|                | **                                    For the transition period from ____ to _____        ** |

**Commission file number: 1-16525**

 

**CVD EQUIPMENT CORPORATION**

*(Name of Registrant in Its Charter)*

| **New York**                                                                         | **11-2621692**                             |
|--------------------------------------------------------------------------------------|--------------------------------------------|
| ***(State or Other Jurisdiction of******Incorporation or Organization)***            | ***(I.R.S. Employer Identification No.)*** |
| **1860 Smithtown Avenue**

**Ronkonkoma, New York 11779**                            |
| ***(Address including zip code of registrant’s Principal Executive Offices)*** |

**(631) 981-7081**

**(Registrant’s Telephone Number, Including Area Code)**

**Securities registered under Section 12(b) of the Act:**

**None**

**Securities registered under Section 12(g) of the Act:**

**Common Stock, Par value $0.01**

**(Title of class)**

Indicate by check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes            [X]   No [   ] 

Indicate by check mark whether issuer is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (check one)

|   | Large accelerated filer[   ] | Accelerated filer | [   ] |
|--------|----------------------------------------|-------------------|-----------------|

|   | Non-accelerated filer | [   ] | Smaller reporting company | [X] |
|--------|-----------------------|-----------------|---------------------------|-----|

Indicate by check mark whether issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|   | Yes [   ]  |  No [X]

  |
|--------|---------------------------|----------------------|

 

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:**4,749,500 shares of Common Stock, $0.01 par value at November 12, 2008.**

______________________________________________________________________________

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**EXPLANATORY NOTE**

CVD Equipment Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amendment No.1”) to amend our Form 10-Q for the period ending September 30, 2008 which was originally filed on November 13, 2008.

We are filing this Amendment No.1 to revise the cover page of the Form 10-Q which incorrectly identified the Company as a shell company. Except as disclosed in this Explanatory Note, we have not updated the disclosure contained in the original Form 10-Q, as filed on November 13, 2008. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this            Amendment No. 1 contains new certifications of our Chief Executive Officer and Chief Financial Officer executed as of the date hereof. All other disclosures and exhibits as filed in our Form 10-Q filed on November 13, 2008 are hereby incorporated by reference as to such. Accordingly, this Amendment No. 1 should be read in conjunction with our other filings made with the Securities and Exchange Commission (“SEC”).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 26th day of November 2008.

 

| CVD EQUIPMENT CORPORATION          |
|------------------------------------|
|                               |
| By: /s/ Leonard A. Rosenbaum  |
| Leonard A. Rosenbaum               |
| Chief Executive Officer            |
| (Principal Executive Officer)      |
|                               |
| By:  /s/ Glen R. Charles |
| Glen R. Charles                    |
| Chief Financial Officer            |
| (Principal Financial and           |
| Accounting Officer)                |

 

 

 

 

 

 

 

 

 

 

 

 

 

18

 

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EXHIBIT INDEX

 

EXHIBIT

| NUMBER | DESCRIPTION |
|--------|-------------|

 

| 31.1 | Certification of Chief Executive Officer * |
|------|--------------------------------------------|

 

| 31.2 | Certification of Chief Financial Officer * |
|------|--------------------------------------------|

 

| 32.1 | Certification of Chief Executive Officer pursuant to U.S.C. Section 1350 * |
|------|----------------------------------------------------------------------------|

 

| 32.2 | Certification of Chief Financial Officer pursuant to U.S.C. Section 1350 * |
|------|----------------------------------------------------------------------------|

 

* Filed herewith

 

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