**SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 10549**

 

**FORM 10-Q/A**

 

**QuarterlyReport pursuant to Section 13 or 15(d)**

**of theSecurities Exchange Act of 1934**

 

**For the Quarter Ended****June 30, 2008**

 

**Commission File No.** **01-15725**

 

**Alpha ProTech, Ltd.**

(exact name ofregistrant as specified in its charter)

 

| **Delaware,  U.S.A.**                           | ** ** | **63-1009183**                        |
|-------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation) |       | (I.R.S. Employer  Identification No.) |
|                                            |       |                                  |
| **Suite 112,  60 Centurian Drive**         |       |                                  |
| **Markham,  Ontario, Canada**                   |       | **L3R 9R2**                           |
| (Address of  principal executive offices)       |       | (Zip Code)                            |

 

Registrant’s telephonenumber, including area code:  **(905) 479-0654**

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports) and (2) has been subject to such filing requirements for thepast 90 days.

 

Yes  x  No o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer (as defined in Rule 12b-2).

 
| Large  accelerated filer  o |   | Accelerated  filer   o |   | Non-accelerated  filer  x     Smaller  Reporting Company  o |
|---------------------------------------|--------|----------------------------------|--------|----------------------------------------------------------------------------------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act.)

 

Yes  o   No   x

 

Indicate the number ofshares outstanding of each of the issuer’s classes of common stock, as of August 5,2008.

24,753,753 shares ofcommon stock, $.01 par value

 

 

 

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**ExplanatoryNote**

 

**This amendment is being filed tocomply with rule 12b-15 of the Exchange Act to include the certificationsthat were missing from the original amended return filed on December 11,2008.**

 

**ITEM 4.  CONTROLS AND PROCEDURES**

 

**Evaluation of Disclosure Controls and Procedures.**

 

Underthe supervision and with the participation of our management, including ourChief Executive Officer (principal executive officer) and Chief FinancialOfficer (principal financial officer), we evaluated the effectiveness of thedesign and operation of our disclosure controls and procedures (as such term isdefined in Rule 13a-15(e) under the Securities Exchange Act of 1934(the “Exchange Act”)).  Disclosurecontrols and procedures are the controls and other procedures that we designedto ensure that we record, process, summarize and report in a timely manner theinformation we must disclose in reports that we file with or submit to theSecurities and Exchange Commission under the Exchange Act.

 

Indesigning and evaluating our disclosure controls and procedures, we recognizethat any controls and procedures, no matter how well designed and operated, canprovide only reasonable assurance of achieving the desired control objectives,and we are required to apply our judgment in evaluating the cost-benefitrelationship of possible controls and procedures.

 

Basedon the evaluation, our principal executive and financial officers concludedthat our disclosure controls and procedures were effective as of the end of theperiod covered by this report.

 

**Changes in Internal Control Over Financial Reporting.**

 

Therehas been no change in our internal control over financial reporting (as definedin Rules 13a-15(f) and 15d-15(f) under the Exchange Act) thatoccurred during our fiscal quarter ended June 30, 2008, that hasmaterially affected, or is reasonably likely to materially affect, our internalcontrol over financial reporting.

 

**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15 (d) of the Securities Exchange Actof 1934, the Registrant has fully caused this report to be signed on its behalfby the undersigned, thereunto duly authorized.

 

**ALPHA PROTECH, LTD**.

 
| DATE:  | **January 16, 2009** | ** ** | BY:  /s/**Sheldon  Hoffman** |
|--------|---------------------------|------------|----------------------------------------|
|   |                      |       | Sheldon Hoffman                        |
|   |                      |       | Executive Officer and  Director        |
|   |                      |       |                                   |
| DATE:  | **January 16, 2009** | ** ** | BY:  /s/**Lloyd  Hoffman**   |
|   |                      |       | Lloyd Hoffman                          |
|   |                      |       | Chief Financial Officer                |

 

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