As filed with the Securities and Exchange Commission on August 24, 2006 

Registration No. 333- _____________

SECURITIES AND EXCHANGE COMMISSION 
Washington, DC 20549 

POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 

APA ENTERPRISES, INC. 
(Exact Name of Registrant as Specified in Its Charter)

Minnesota 
41-1347235
(State or Other Jurisdiction of Incorporation or Organization)
(IRS Employer Identification No.)

2950 NE 84th Lane
Blaine, Minnesota 55449
(Address of Principal Executive Offices) (Zip Code)

2007 STOCK COMPENSATION PLAN
(Full title of the plan)

Anil K. Jain
2950 NE 84th Lane
Blaine, Minnesota 55449
(Name and address of agent for service)

(763) 784-4995
(Telephone number, including area code, of agent for service)

Copies to:
Janna R. Severance, Esq.
Messerli & Kramer P.A.
1800 Fifth Street Towers
150 South Fifth Street
Minneapolis, MN 55402
Telephone: (612) 672-3600
 
 
EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 is to file as Exhibit 10.15 the 2007 Stock Compensation Plan, which was inadvertently omitted from the original filing.


SIGNATURES AND POWER OF ATTORNEY 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blaine, State of Minnesota, on August 23, 2006.

 
APA ENTERPRISES, INC
     
 
 
By:
/s/Anil K. Jain
    Anil K. Jain, President and CEO

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Name
  
Title
  
Date
         
/s/ Anil K. Jain
 
Chief Executive Officer (Principal executive
  
August 23, 2006
Anil K. Jain
  
officer) , Chief Financial Officer (principal financial officer) and director
    
         
/s/ Chris Goettl *
  
Controller
  
August 23, 2006
Chris Goettl
  
(principal accounting officer)
    
         
/s/ John G. Reddan *
  
Director
  
August 23, 2006
John G. Reddan
        
         
/s/ Ronald G. Roth *
  
Director
  
August 23, 2006
Ronald G. Roth
        
         
/s/ Stephen L. Zuckerman *
  
Director
  
August 23, 2006
Stephen L. Zuckerman
        
 
* Executed by the undersigned as Attorney in Fact


/s/ Chris Goettl
 
Chris Goettl
August 23, 2006


EXHIBIT INDEX 
 
Exhibit No.
  
Description of Exhibit
    
         
 
2007 Stock Compensation Plan
    
         
 
Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm