UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-QSB/A
(Amendment No. 1)
(Mark One)
 
x   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: November 30, 2004
 
o   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to ______
 
Commission file number: 000-28385
 
Protalex, Inc.
(Exact Name of Small Business Issuer as Specified in its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
 
91-2003490
(I.R.S. Employer Identification No.)
 
145 Union Square Drive
New Hope, PA
(Address of Principal Executive Offices)
 
 
18938
(Zip Code)
 
Issuer's telephone number: (215) 862-9720
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o    No x (See Part II, Item 5(a) of this Quarterly Report on Form 10-QSB.)

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 16,784,433 shares of common stock, as of January 14, 2005 

Transitional Small Business Disclosure Format (check one): Yes o No x

EXPLANATORY NOTE
 
This Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarter ended November 30, 2004 is being filed solely to amend Item 6. by filing Exhibit 10.3. No other modifications or changes have been made to our Form 10-Q for the quarter ended November 30, 2004 as originally filed or the exhibits filed therewith.


PART II — OTHER INFORMATION

ITEM 6. EXHIBITS

 
Exhibit Number
 
Description
10.3
 
 
Letter Agreement, dated March 16, 2005, effective October 26, 2004, between Protalex, Inc. and Carleton A. Holstrom.
 
31.1
 
 
Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
 
31.2
 
 
Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
 

 
SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: April 14, 2005                   PROTALEX, INC.
 
                               By: /s/ Steven H. Kane
Steven H. Kane, President and Chief
Executive Officer

Date: April 14, 2005                          PROTALEX, INC.
 
                               By: /s/ Marc L. Rose
Marc L. Rose, Vice President of Finance,
Chief Financial Officer and Treasurer
 



EXHIBIT INDEX
 
Exhibit Number
 
Description
10.3
 
 
Letter Agreement, dated March 16, 2005, effective October 26, 2004, between Protalex, Inc. and Carleton A. Holstrom.
 
31.1
 
 
Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
 
31.2
 
 
Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act