Item 2.02 Results of Operations and Financial Condition.

On August 11, 2009, CSP Inc. (the "Company") issued a press release announcing its financial results for the third quarter fiscal year 2009 which ended June 30, 2009. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information set forth in this Form 8-K, including the exhibits attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that Section. The information in this Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 4.02 Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review.

(a) On August 5, 2009, our management recommended to the Audit Committee of our Board of Directors, and the Audit Committee approved the recommendation, that our unaudited financial statements for the interim fiscal quarters ended December 31, 2008 and March 31, 2009 be restated because of an error in our cost of goods arising from a disagreement with one of MODCOMP's largest hardware manufactures regarding discounts taken in connection with certain purchases from that hardware manufacture's distributors. Resolution of this matter will affect the consolidated statement of operations by increasing the cost of sales, which will be partially offset by recovered sales commissions and beneficial tax effects.

Pending finalization of the restatements of the consolidated financial statements flows for the first and second quarters of fiscal year 2009, the previously issued consolidated financial statements for these fiscal periods should not be relied upon.

The Company plans to file the applicable restated financial statements as soon as practicable.

The Company's Audit Committee has discussed the matters disclosed in this Form 8-K and reviewed the matters with our independent registered public accounting firm, McGladrey & Pullen, LLP, for fiscal periods in 2009.