Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 23, 2008, the Registrant, Dynasil Corporation of America ("Dynasil"), entered into an arrangement whereby Gene Talerico, of New York, NY agreed to become the Dynasil Corporate Controller. Mr. Talerico will be responsible for the company's SEC and internal financial reporting, as well as integration and consolidation of the company's accounting systems.

Mr. Talerico's business background includes serving as an independent consultant for various clients in New York City for the past two years. Prior to that, he worked for two years at BT Radianz, Inc., a telecommunications firm in New York City during a transition when the company was being bought by British Telecom. Prior to that, for five years he was the chief financial officer of Warren International, Inc. an executive recruiting firm in New York City. He has experience in accounting system conversions as well as prior SEC reporting experience at Jayark Corporation. In the early part of his career, Mr. Talerico was accounting manager at Dovatron International, Inc., a large electronics manufacturing firm. He earned his MBA in finance from SUNY Binghamton and a BS in Accounting from the University of Scranton.

In connection with his appointment as a Corporate Controller, Mr. Talerico will initially be paid $97,000 annually plus a 12.5% of the Core bonus pool, payable either in cash or company stock. He will also receive a standard benefits package. He has been granted stock options for 30,000 shares which will vest over a two year period with a three year term at an exercise price of $2.89 per share. Mr. Talerico also will be eligible to receive option grants at the discretion of the Board of Directors.