**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 10549**

 

**FORM 10-Q/A**

 

**QuarterlyReport pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934**

 

**For the Quarter Ended March 31, 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 telephone  number, 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 xNo 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).

 

Largeaccelerated 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 May 12,2008.

25,027,853 shares ofcommon stock, $.01 par value

 

 

 

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**ExplanatoryNote**

 

ThisAmendment No. 1 on Form 10-Q/A (the “amended Form 10-Q”) amendsAlpha Pro Tech, Ltd.’s quarterly report on Form 10-Q for the period ended March 31,2008 that was filed with the Securities and Exchange Commission on May 14,2008 ( the “original Form 10-Q”). This amended Form 10-Q is beingfiled to address the conclusion reached by our certifying officers regardingthe effectiveness of our disclosure controls and procedures included in Item 4,Controls and Procedures.  This conclusionwas inadvertently excluded from our original Form 10-Q.

 

Forthe convenience of the reader, this amended Form 10-Q included the revisedItem 4, Controls and Procedures.  Thisamended Form 10-Q is not intended to, nor does it, reflect eventsoccurring after the filing of the original Form 10-Q, and does not modifyor update the disclosures therein in any way other than as required to reflectthe changes described above.

 

**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-benefit relationshipof 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) that occurredduring our fiscal quarter ended March 31, 2008, that has materiallyaffected, or is reasonably likely to materially affect, our internal controlover financial reporting.

 

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**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:  | **December 11, 2008** | ** **                      | BY: | /s/**Sheldon Hoffman** |
|--------|----------------------------|---------------------------------|-----|------------------------|
|   | ** **                 | Sheldon Hoffman                 |
|   | ** **                 | Executive Officer and  Director |

 
| DATE:  | **December 11, 2008** | ** **              | BY: | /s/**Lloyd Hoffman** |
|--------|----------------------------|-------------------------|-----|----------------------|
|   | ** **                 | Lloyd Hoffman           |
|   | ** **                 | Chief Financial Officer |

 

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