Pro-Tech Industries, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - Pro-Tech Industries, Inc.	v165561_ex32-2.htm
EX-32.1 - Pro-Tech Industries, Inc.	v165561_ex32-1.htm
EX-31.1 - Pro-Tech Industries, Inc.	v165561_ex31-1.htm
EX-31.2 - Pro-Tech Industries, Inc.	v165561_ex31-2.htm

U.S. Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009

o Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act

For the transition period from N/A to N/A

Commission File No. 000-53013

Pro-Tech Industries, Inc.

(Name of small business issuer as specified in its charter)

Nevada		20-8758875
State of Incorporation		IRS Employer Identification No.

8540 Younger Creek DR, #2

Sacramento, CA 95828

(Address of principal executive offices)

(916) 388-0255

(Issuer’s telephone number)

(Meltdown Massage & Body Works, Inc.)

(Former name or Former Address if Changes Since Last Report)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b–2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non–Accelerated filer ¨ Small Business Issuer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b–2 of the Exchange Act). Yes ¨ No x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 13, 2009
Common stock, $0.001 par value		18,630,000

PRO-TECH INDUSTRIES, INC.

(FORMERLY MELTDOWN MASSAGE AND BODY WORKS, INC.)

INDEX TO FORM 10-Q FILING

SEPTEMBER 30, 2009

TABLE OF CONTENTS

PART I

FINANCIAL INFORMATION

		Page Numbers
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statement of Stockholders’ Equity	6
	Condensed Consolidated Statement of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management Discussion & Analysis of Financial Condition and Results of Operations	21
Item 3	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II - OTHER INFORMATION
Item1	Legal Proceedings	28
Item1A	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Submission of Matters to a Vote of Security Holders	31
Item 5	Other information	31
Item 6.	Exhibits	31
	Signature	33

CERTIFICATIONS

Exhibit 31 – Management certification

Exhibit 32 – Sarbanes-Oxley Act

PART I

FINANCIAL INFORMATION

Item 1.

Interim Consolidated Financial Statements and Notes to Interim Consolidated Financial Statements

Pro-Tech Industries, Inc.

(Formerly Meltdown Massage and Body Works, Inc.)

General

The accompanying reviewed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2008. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended September 30, 2009 are not necessarily indicative of the results that can be expected for the year ending December 31, 2009.

Index to Financial Statements

		Page

Condensed Consolidated Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008		4
Unaudited Condensed Consolidated Statements of Operations for the three months and nine months ended September 30, 2009 and 2008		5
Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the nine months ended September 30, 2009		6
Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2009 and 2008		7
Notes to Unaudited Condensed Consolidated Financial Statements		8 ~20

PRO-TECH INDUSTRIES, INC.

(FORMERLY MELTDOWN MASSAGE AND BODY WORKS, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2009			December 31, 2008
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	43,050		$	86,895
Contract receivable, net of allowance for doubtful accounts as of September 30, 2009 and December 31, 2008, of $50,000 and $110,000, respectively (Note D)		3,704,817			4,638,401
Costs and estimated earnings in excess of billings (Note E)		560,768			146,338
Note receivable – related party		15,000			142,543
Other current assets		138,676			87,963
Total current assets		4,462,311			5,102,140

Property and equipment: (Note G)		717,314			587,373
Less: accumulated depreciation		545,056		504,028
Net property and equipment		172,258			83,345

Other Assets:
Intangibles, net of accumulated amortization as of September 30, 2009 and December 31, 2008, of $107,125 and $20,000, respectively (Note H)		527,929			-
Deposits		14,974			10,856

TOTAL ASSETS	$	5,177,472		$	5,196,341

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses (Note I)	$	1,851,494		$	1,945,178
Notes payable – others –current portion (Note L)		210,077			172,025
Accruals on uncompleted contracts (Note E)		275,646			712,252
Deferred tax liability - current portion, net (Note K)		126,503			110,150
Reserve for loss on uncompleted contracts		-			20,995
Line of credit (Note J)		970,000			655,500
Total current liabilities		3,433,720			3,616,100

Long -Term Liabilities:
Notes payable- others – long term portion (Note L)		468,659			518,030
Deferred taxes payable, net (Note K)		42,417			148,650
		511,076			666,680

Commitments and contingencies (Note O)		-			-

Stockholders' Equity: (Note M)
Common Stock, $0.001 par value; 70,000,000 shares authorized; 18,630,000 and 14,600,000 shares issued and outstanding at September 30, 2009 and December 31, 2008, respectively (Note M)		18,630			14,600
Additional paid in capital		1,517,431			898,961
Deferred compensation		(132,375	)		-
Accumulated deficit		(171,010	)		-
Total stockholders’ equity		1,232,676			913,561

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,177,472		$	5,196,341

See accompanying notes to these unaudited condensed consolidated financial statements

PRO-TECH INDUSTRIES, INC.

(FORMERLY MELTDOWN MASSAGE AND BODY WORKS, INC.)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30, 2009			Three Months Ended September 30, 2008			Nine months ended September 30, 2009			Nine months ended September 30, 2008

Net revenue	$	4,658,375		$	4,440,578		$	13,728,330		$	11,195,287
Cost of sales		2,877,595			2,293,437			8,517,572			6,964,961
Gross profit		1,780,780			2,147,141			5,210,758			4,230,326

Operating Expenses:
Depreciation and amortization (Note G & H)		47,270			14,058			128,153			38,776
Selling, general and administrative		1,832,687			1,686,813			5,261,345			3,914,290
Total Operating Expenses		1,879,957			1,700,871			5,389,498			3,953,066

Income (loss) from Operations		(99,177	)		446,270			(178,739	)		277,260

Other Income (Expense):
Interest expense, net		(26,096	)		(20,376	)		(78,743	)		(59,627	)
Total Other Expenses		(26,096	)		(20,376	)		(78,743	)		(59,627	)

Net income (loss) before provision for income taxes		(125,273	)		425,894			(257,482	)		217,633
Income tax benefit(expense)		56,996			-			86,472			(5,000	)

Net Income (loss)	$	(68,277	)	$	425,894		$	(171,010	)	$	212,633

Net income (loss) per common share outstanding , basic and diluted	$	(0.01	)	$	0.04		$	(0.01	)	$	0.02

Weighted average shares outstanding		17,872,500			10,100,000			17,667,079			10,100,000

See accompanying notes to these unaudited condensed consolidated financial statements

PRO-TECH INDUSTRIES, INC.

(FORMERLY MELTDOWN MASSAGE AND BODY WORKS, INC.)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE PERIOD JANUARY 1, 2009 THROUGH SEPTEMBER 30, 2009

(UNAUDITED)

	Common Stock				Additional								Total
	Shares		Amount		Paid in Capital		Deferred Compensation			Accumulated Deficit			Stockholders’ Equity
Balance at January1, 2009		14,600,000	$	14,600	$	898,961	$	-		$	-		$	913,561
Shares issued for Conesco, Inc. @ $0.127 per share		3,000,000		3,000		378,000		-			-			381,000
Shares issued to employees @ $0.144 per share		1,000,000		1,000		143,000		(108,000	)		-			36,000
Shares issued for board compensation@$3.25		30,000		30		97,470		(24,375	)					73,125
Net income		-		-		-		-			(171,010	)		(171,010	)
Balance at September 30, 2009		18,630,000	$	18,630	$	1,517,431	$	(132,375	)	$	(171,010	)	$	1,232,676

See accompanying notes to these unaudited condensed consolidated financial statements

PRO-TECH INDUSTRIES, INC.

(FORMERLY MELTDOWN MASSAGE AND BODY WORKS, INC.)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine months ended September 30, 2009			Nine months ended September 30, 2008
Cash Flows From Operating Activities:
Net (loss) income from operations	$	(171,010	)	$	212,633
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		128,153			38,776
Bad debt		114,858			155
Reverse allowance for doubtful accounts		(60,000	)		-
Shares issued for compensation		109,125			-
Reversal of loss against uncompleted contracts		(20,995	)		(58,508	)

(Increase) decrease in:
Accounts receivable		1,067,995			261,283
Other current assets, net		114,295			(214,943	)
Costs and estimated earnings in excess of billings		(277,425	)		121,156
Billings in excess of costs and estimated earnings		(436,606	)		101,784
Increase (decrease) in:
Deferred tax liability		(106,198	)		-
Accounts payable and accrued expenses, net		(495,882	)		(378,703	)
Net Cash (Used in) Provided by Operating Activities		(33,691	)		83,633

Cash Flows From Investing Activities:
Payment for purchase of property and equipment		(123,436	)		(108,873	)
Cash received on purchase of subsidiary		9,043			-
Net Cash Used In Investing Activities		(114,392	)		(108,873	)

Cash Flows From Financing Activities:
Payment on principal on long term debt		(210,262	)		(90,431	)
Payments for dividend distributions (Note M)		-			(426,000	)
Proceeds from line of credit		314,500			595,500
Net Cash Provided by Financing Activities		104,238			79,069

Net (decrease) increase in cash and cash equivalents		(43,845	)		53,829

Cash and cash equivalents at beginning of period		86,895			10,653
Cash and cash equivalents at the end of period	$	43,050		$	64,482

Supplemental Disclosures of Cash Flow Information:
Cash paid during period for interest	$	78,743		$	57,309
Cash paid during period for taxes	$	-		$	5,000

Non-Cash Investing and Financing Transactions:
Shares issued for compensation	$	109,125		$	-
Acquisition:
Current assets acquired	$	338,435		$	-
Equipment and other assets acquired		6,505			-
Intangible assets acquired		615,054			-
Liabilities assumed		(578,994	)		-
Shares issued as consideration	$	381,000		$	-

See accompanying notes to these unaudited condensed consolidated financial statements

PRO-TECH INDUSTRIES, INC.

(FORMERLY MELTDOWN MASSAGE AND BODY WORKS, INC.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2009

(UNAUDITED)

NOTE A - BUSINESS DESCRIPTION

General

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. However, the results from operations for the three and nine month period ended September 30, 2009, are not necessarily indicative of the results that may be expected for the year ended December 31, 2009. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated December 31, 2008 financial statements and footnotes thereto included in the Company's Form 10-K filed with the Securities and Exchange Commission (the “SEC”).

Business and Basis of Presentation

Pro-Tech Industries, Inc. was incorporated under the laws of the State of Nevada on April 4, 2007. On December 31, 2008, the Company merged with and into Pro-Tech Fire Protection Systems Corp. (“Pro-Tech”). The unaudited condensed consolidated financial statements include the accounts of Pro-Tech Industries, Inc., Pro-Tech Fire Protection Systems Corp. and Conesco, Inc., the operating subsidiaries (collectively, the “Company”).

The Company’s operating subsidiary, Pro-Tech, was incorporated under the laws of the State of California on May 4, 1995. Pro-Tech is a full-service contractor serving the western United States, with offices in California and Nevada. Services include estimating, designing, fabricating, and installing all types of standard and specialty water-based fire protection systems. In addition, the company offers “Day Work” services, including inspecting, testing, repairing and servicing of same.

On January 16, 2009, the Company acquired Conesco, Inc. (“Conesco”) in a stock for stock exchange. Conesco has been a provider of commercial flooring products, installation, maintenance and design consultation services to businesses throughout Northern California since 1993. Our work graces some of the most prestigious properties in Northern California and beyond. Pro-Tech Flooring’s award-winning team (30 employees) approach has earned the company a reputation for leading-edge flooring expertise, great service and first-class products.

All significant intercompany balances and transactions have been eliminated in consolidation.

NOTE B – REVERSE MERGER AND CORPORATE RESTRUCTURE

On December 31, 2008, the Company consummated a reverse merger by entering into a share exchange agreement (the “Share Exchange”) with the stockholders of Pro-Tech, pursuant to which the stockholders of Pro-Tech exchanged all of the issued and outstanding capital stock of Pro-Tech for 10,100,000 shares of common stock of the Company representing approximately 74% of the Company’s outstanding capital stock, Meltdown shareholders retained the 3,500,000 shares of previously issued shares of common stock.

As a result of the Share Exchange, there was a change in control of the Company. In accordance with Accounting Standards Codification subtopic 805-10, Business Combinations (“ASC 805-10) Accounting Standards Codification subtopic 805-10, Business Combinations (“ASC 805-10),, the Company was the acquiring entity. In substance, the Share Exchange is a recapitalization of the Company’s capital structure rather than a business combination.

For accounting purposes, the Company accounted for the transaction as a reverse acquisition with the Pro-Tech as the surviving entity. The total purchase price and carrying value of net assets acquired was $-0-. The Company did not recognize goodwill or any intangible assets in connection with the transaction. Prior to the Share Exchange, the Company was an inactive corporation with no significant assets and liabilities.

The accompanying unaudited condensed consolidated financial statements include the historical financial condition, results of operations and cash flows of Pro-Tech prior to the Share Exchange.

All reference to Common Stock shares and per share amounts have been retroactively restated to effect the reverse acquisition as if the transaction had taken place as of the beginning of the earliest period presented.

The total consideration paid was $3,500 and the significant components of the transaction are as follows:

	December 31, 2008
Common stock retained	$	3,500
Assets acquired		(-	)
Liabilities assumed		-
Total consideration paid	$	3,500

In accordance with Accounting Standards Codification subtopic 720-15, Start-up Costs (“ASC 720-15”), the Company expensed $3,500 as organization costs.

On May 8, 2009, the Company’s stockholders approved a name change from Meltdown Massage and Body Works, Inc. to Pro-Tech Industries, Inc. which became effective with the filing of an amendment to the our Articles of Incorporation on May11, 2009. The Company is now know as Pro-Tech Industries, Inc. and the new ticker symbol is PTCK.

NOTE C - SUMMARY OF ACCOUNTING POLICIES

Revenue Recognition

The Company recognizes revenues from fixed-price and modified fixed-price construction contracts on the percentage-of-completion method, measured by the percentage of cost incurred to date to estimated total cost for each contract. That method is used because management considers total cost to be the best available measure of progress on the contracts. Because of inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. The Company also recognizes revenue from non-fixed price (time and materials) contracts. The revenue from these contracts is billed monthly and is based on actual time and material costs which have occurred on the job for the billing period.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation. Selling, general, and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability may result in revisions to costs and income, which are recognized in the period in which the revisions are determined. Changes in estimated job profitability resulting from job performance, job conditions, contract penalty provisions, claims, change orders, and settlements, are accounted for as changes in estimates in the current period.

Revenue on contracts can be derived from different disciplines and is accounted for on a consolidated basis by job to see overall performance, as well as the ability to break the job down by discipline to see how each contributes to the overall performance of the job.

The asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” represents revenues recognized in excess of amounts billed. The liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” or “accruals on uncompleted contracts” represents billings in excess of revenues recognized.

Contract Receivables

Contract receivables are recorded when invoices are issued and are presented in the balance sheet net of the allowance for doubtful accounts. Contract receivables are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the construction industry, and the financial stability of its customers.

Inventory

The Company keeps an immaterial amount of parts from jobs on hand. The materials consist of small parts such as sprinkler heads, gaskets, pipe joints, etc. which mainly come from closed jobs. They get used for repair work or filler when jobs run short.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $24,416 and $28,849, of advertising costs for the nine months ended September 30, 2009 and 2008, respectively.

Income Taxes

In accordance with Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) deferred income taxes are the result of the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities. Generally, deferred income taxes are classified as current or non-current in accordance with the classification of the related asset or liability. Items that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. A valuation allowance is provided against deferred income tax assets in circumstances where management believes the recoverability of a portion of the assets is not reasonably assured. Losses incurred, if any, are carried forward as applicable Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) and the Internal Revenue Code and potentially may be used to offset taxable net income generated in the future. The Company had previously elected to be treated as a subchapter “S” corporation for federal tax purposes. The reverse merger caused the Company to lose its subchapter “S” corporation status. The Company became responsible for $849,628 in deferred income that carried forward from 2007 when Pro-Tech was forced to change from cash to accrual based taxpayer. Pro-Tech took a 481a election to spread the acceleration over 4 years. The Company provides for income taxes based on pre-tax earnings reported in the consolidated financial statements. Certain items such as depreciation are recognized for tax purposes in periods other than the period they are reported in the consolidated financial statements. Following the reverse merger status, beginning, January 1, 2009, the Company became a C-Corp and subject to standard quarterly taxes provisions. Results of operations may not be comparable to prior results.

Cash Equivalents

For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are stated at cost and depreciated over their estimated useful lives of 3 to 10 years using the straight-line method as follows:

Construction equipment	5-7years
Automobiles	5 years
Computer Software	3 years
Office equipment and furniture	3-7years
Leasehold improvements	life of the lease agreement where appropriate

Maintenance and repairs to automobiles, equipment, furniture and computers is expensed as incurred. There is no reevaluation of useful life as most of the assets are short term in nature and the repairs or maintenance are in the normal course of the operating life of the asset. Upon disposal of assets, the Company reduces the asset account and the accumulated depreciation account for the balances at that point in time. The difference between the amounts received greater than the book value is recognized as a gain and if the amount is less than the book value is recognized as a loss. Depreciation is not included in cost of goods sold.

Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”).. ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should any impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit. The Company periodically reviews its contract receivables in determining its allowance for doubtful accounts. The allowance for doubtful accounts was $50,000 and $110,000 as of September 30, 2009 and December 31, 2008, respectively.

Basic and Diluted Earnings (Loss) Per Share

Basic and diluted income or loss per common share is based upon the weighted average number of common shares outstanding during the three and nine months ended September 30, 2009 and 2008, under the provisions of Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), “Earnings Per Share” and as amended/superseded in “Compensation” (“ASC 718-10”). As the Company had net loss for the nine months ended September 30, 2009 and net income for the nine month periods ended September 30, 2008. The Company did not have any common stock equivalent issued or outstanding as of September 30, 2009 or for any other earlier period. Non-vested shares have been excluded as common stock equivalents in the diluted earnings per share because they are either anti-dilutive, or their effect is not material.

Stock Based Compensation

The Company adopted Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), Accounting for Stock-Based Compensation, to account for compensation costs under our stock option plans. In adopting ASC 718-10, company elected to use the modified prospective method to account for the transition from the intrinsic value method to the fair value recognition method. Under the modified prospective method, compensation cost is recognized from the adoption date forward for all new stock options granted and for any outstanding unvested awards as if the fair value method had been applied to those awards as of the date of grant. We had no outstanding unvested awards at the adoption date or earlier period. The Company uses the fair value method for equity instruments granted to non-employees and uses the Black Scholes model for measuring the fair value. The stock based fair value compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the periods in which the related services are rendered.

Comprehensive Income

The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”). ASC 220-10 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities.

Segment Information

Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”) establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly actual results could differ from those estimates.

Fair Value

In January 2008, the Company adopted the Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) which defines fair value for accounting purposes, establishes a framework for measuring fair value and expands disclosure requirements regarding fair value measurements. The Company’s adoption of ASC 825-10 did not have a material impact on its consolidated financial statements. Fair value is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. At September 30, 2009 and December 31, 2008 the Company did not have any financial assets measured at fair value on a recurring basis.

Reclassifications

Certain reclassifications have been made to conform prior period data to the current presentation. These reclassifications had no effect on reported income.

New Accounting Pronouncements

Effective July 1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”). The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15, 2009

Effective January 1, 2008, the Company adopted FASB ASC 820-10, Fair Value Measurements and Disclosures – Overall (“ASC 820-10”) with respect to its financial assets and liabilities. In February 2008, the FASB issued updated guidance related to fair value measurements, which is included in the Codification in ASC 820-10-55, Fair Value Measurements and Disclosures – Overall – Implementation Guidance and Illustrations. The updated guidance provided a one year deferral of the effective date of ASC 820-10 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company adopted the provisions of ASC 820-10 for non-financial assets and non-financial liabilities effective January 1, 2009, and such adoption did not have a material impact on the Company’s consolidated results of operations or financial condition.

Effective April 1, 2009, the Company adopted FASB ASC 820-10-65, Fair Value Measurements and Disclosures – Overall – Transition and Open Effective Date Information (“ASC 820-10-65”). ASC 820-10-65 provides additional guidance for estimating fair value in accordance with ASC 820-10 when the volume and level of activity for an asset or liability have significantly decreased. ASC 820-10-65 also includes guidance on identifying circumstances that indicate a transaction is not orderly. The adoption of ASC 820-10-65 did not have an impact on the Company’s consolidated results of operations or financial condition.

Effective April 1, 2009, the Company adopted FASB ASC 825-10-65, Financial Instruments – Overall – Transition and Open Effective Date Information (“ASC 825-10-65”). ASC 825-10-65 amends ASC 825-10 to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements and also amends ASC 270-10 to require those disclosures in all interim financial statements. The adoption of ASC 825-10-65 did not have a material impact on the Company’s consolidated results of operations or financial condition

Effective July 1, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurements and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s consolidated results of operations or financial condition.

In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements, (amendments to FASB ASC Topic 605, Revenue Recognition) (“ASU 2009-13”) and ASU 2009-14, Certain Arrangements That Include Software Elements, (amendments to FASB ASC Topic 985, Software) (“ASU 2009-14”). ASU 2009-13 requires entities to allocate revenue in an arrangement using estimated selling prices of the delivered goods and services based on a selling price hierarchy. The amendments eliminate the residual method of revenue allocation and require revenue to be allocated using the relative selling price method. ASU 2009-14 removes tangible products from the scope of software revenue guidance and provides guidance on determining whether software deliverables in an arrangement that includes a tangible product are covered by the scope of the software revenue guidance. ASU 2009-13 and ASU 2009-14 should be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with early adoption permitted. The Company does not expect adoption of ASU 2009-13 or ASU 2009-14 to have a material impact on the Company’s consolidated results of operations or financial condition.

FASB ASC 855, Subsequent Events (“ASC 855” and formerly referred to as FAS-165), modified the subsequent event guidance. The three modifications to the subsequent events guidance are: 1) To name the two types of subsequent events either as recognized or non-recognized subsequent events, 2) To modify the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statement are issued or available to be issued and 3) To require entities to disclose the date through which an entity has evaluated subsequent events and the basis for that date, i.e. whether that date represents the date the financial statements were issued or were available to be issued. This guidance is effective for interim or annual financial periods ending after June 15, 2009, and should be applied prospectively.

Stock based compensation is recognized as provided under FASB ASC 718-10 and FASB ASC 505-50 (Prior authoritative literature: FASB Statement 123(R), “Share Based Payment.”)FASB ASC 718-10 requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense over the requisite service period (generally the vesting period) in the financial statements based on their fair values

In April 2008 the FASB issued ASC 350-30 (formerly FSP No. 142-3), Determination of the Useful Life of Intangible Assets, which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350-10 (formerly SFAS 142). This pronouncement requires enhanced disclosures concerning a company’s treatment of costs incurred to renew or extend the term of a recognized intangible asset. It is effective for financial statements issued for fiscal years beginning after December 15, 2008. We determined that the standard will not have a material impact on our consolidated financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.

NOTE D – CONTRACT RECEIVABLES

Contract receivables at September 30, 2009 and December 31, 2008 consist of the followings:

	September 30, 2009			December 31, 2008
Contracts receivables	$	2,940,536		$	3,576,558
Retention receivables		814,281			1,171,843
Allowance for doubtful accounts		(50,000	)		(110,000	)

	$	3,704,817		$	4,638,401

NOTE E – UNCOMPLETED CONTRACTS

At September 30, 2009 and December 31, 2008, costs, estimated earnings, and billings on uncompleted contracts are summarized as follows:

	September 30, 2009			December 31, 2008
Costs incurred to date on uncompleted contracts	$	3,957,974		$	9,987,580
Estimated earnings		1,588,908			1,103,017
		5,546,882			11,090,597
Less: billed revenue to date		(5,261,760	)		(11,656,510	)
	$	285,122		$	(565,914	)

Costs and estimated earnings in excess of billings	$	560,768		$	146,338
Less: accruals on uncompleted contracts		(275,646	)		(712,252	)
	$	285,122		$	(565,914	)

NOTE F – BACKLOG

The following schedule summarizes changes in backlog on contracts from January 1, 2009 through September 30, 2009. Backlog represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress at year end and from contractual agreements on which work has not yet begun.

Backlog balance at January 1, 2008	$	8,453,476
New contracts for the nine month ended September 30, 2008		6,396,424
Add: contract adjustments		2,993,764
Less: revenue for the nine month ended September 30, 2008		(11,195,288	)
Backlog balance at September 30, 2008	$	6,648,376

Backlog balance at January 1, 2009	$	4,089,892
New contracts for the nine months ended September 30, 2009		15,602,461
Add: contract adjustments		196,334
Less: revenue for the nine months ended September 30, 2009		(13,728,330	)
Backlog balance at September 30, 2009	$	6,160,357

In addition to the backlog balance as of September 30, 2009, as above, the Company had a total of $3,485,000 customer contracts in the process of finalization.

NOTE G – PROPERTY AND EQUIPMENT

Major classes of property and equipment at September 30, 2009 and December 31, 2008 consist of the followings:

	September 30, 2009			December 31, 2008
Vehicles	$	196,949		$	196,948
Leasehold improvements		86,384			57,973
Office equipments		205,309			160,185
Tools and other equipment		228,672			172,267
		717,314			587,373
Less: accumulated depreciation		(545,056	)		(504,028	)
Net Property and Equipment	$	172,258		$	83,345

Depreciation expense was $41,028 and $35,776 for the nine months ended September 30, 2009 and 2008, respectively and $16,520 and $13,058 for the three months ended September 30, 2009 and 2008, respectively.

NOTE H – ASSETS ACQUISITION/INTANGIBLES

Intangibles consist of a non-compete agreement and the customer list.

The following summarizes intangible assets at September 30, 2009 and December 31, 2008:

	September 30, 2009		December 31, 2008
Non-Compete agreement	$	20,000	$	20,000
Intangibles: Customer List		615,054		-
Less: accumulated amortization		107,125		20,000
Net Intangibles	$	527,929	$	-

On January 16, 2009, the Company entered in to an agreement for the exchange of common stock (“merger”) with the shareholders of Conesco (“Conesco Shareholders”) and Conesco, Inc. (“Conesco”). The Company issued 3,000,000 restricted shares of its common stock valued at $381,000 in exchange for all outstanding shares of Conesco. Conesco became a wholly owned subsidiary of the Company.

The total purchase price and carrying value of net assets acquired was $381,000. The Company recognized customer list as intangible assets in connection with the transaction. At the time of the acquisition, there was no active market for the Company’s common stock. As a result, the Company’s management estimated the fair value of the shares issued based on a valuation model, which management believes approximates the fair value of the net assets acquired.

In accordance with Accounting Standards Codification subtopic 805-10, Business Combinations, the total purchase price was allocated to the estimated fair value of assets acquired and liabilities assumed. The estimate of fair value of the assets acquired was based on management’s estimates. The Company plans to utilize a valuation specialist to re-estimate these values in the near future and accordingly, these value estimates may change in the near future. The total purchase price was allocated to the assets and liabilities acquired as follows:

Cash and other current assets	$	338,435
Equipment and other assets		6,505
Intangible assets		615,054
Liabilities		(578,994	)
Total purchase price	$	381,000

Intangibles of $615,054 represented the excess of the purchase price over the fair value of the net tangible assets acquired. The Company will amortize the intangibles over 5 years and will review the value of the intangibles to account for any possible impairment as per guidance in ASC 350 during the twelve months ended December 31, 2009 and beyond until the value of the asset is deemed impaired.

The following data presents unaudited pro forma revenues, net loss and basic and diluted net loss per share of common stock for the Company as if the acquisitions discussed above, had occurred on January 1, 2008. The Company has prepared these pro forma financial results for comparative purposes only. These pro forma financial results may not be indicative of the results that would have occurred if the Company had completed these acquisitions at the beginning of the periods shown below or the results that will be attained in the future.

	Year Ended December 31, 2008
	As Reported		Pro Forma Adjustments			Pro Forma
Revenues	$	16,487,525	$	1,016,187		$	17,503,712
Net income (loss)	$	6,578	$	(123,681	)	$	(117,103	)
Net loss per common share outstanding - basic & diluted	$	.00	$	.00		$	(.01	)
Weighted average common shares outstanding - basic & diluted		10,100,000					10,100,000

NOTE I – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at September 30, 2009 and December 31, 2008:

	September 30, 2009		December 31, 2008
Accounts payable	$	1,745,657	$	1,741,225
Accrued payroll and vacation		28,893		187,826
Accrued payroll taxes		43,215		1,247
Other liabilities		33,729		14,880
Total	$	1,851,494	$	1,945,178

NOTE J – BANK LINES OF CREDIT

The Company has a line of credit with Westamerica Bank in the amount of $1,000,000. The line of credit is secured by substantially all of the assets of the Company and guaranteed by the Company’s principal stockholders. In addition, entities owned and controlled by the Company’s principal stockholders are co-makers on the line of credit and have pledged substantially all of the assets as security for the line of credit (see Note N). The line of credit bears interest at the Bank Rate minus 0.5%, per annum, with interest due and payable monthly and expires on June 30, 2010. The balance outstanding under the line of credit at September 30, 2009 and December 31, 2008 amounted to $970,000 and $655,500, respectively. The Company is required to maintain certain bank loan covenants. At September 30, 2009, the Company was not in compliance with certain bank loan covenants.

NOTE K – DEFERRED TAXES

ASC 740-10 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

On January 1, 2007, the Pro-Tech changed from cash basis to accrual basis for the recognition of income taxes. The Company elected to pro-rate the initial tax catch up over 4 years as allowed by Section 481. At December 31, 2008, the Company had for federal income tax purposes a net deferred tax liability of $258,800.

Components of the net deferred tax liability are as follows:

	Nine months ended September 30, 2009

Deferred tax assets
Allowances	$	19,970
Timing differences on amortization of intangibles		23,198
Total gross deferred tax assets		43,168

Deferred tax liabilities
Section 481 carryforward	$	212,088
Total gross deferred tax liabilities		212,088

Net deferred tax liability	$	168,920

NOTE L – NOTES PAYABLE

Notes payable at September 30, 2009 and December 31, 2008 are as follows:

	September 30, 2009		December 31, 2008
Note payable to Bank, interest at 7.76% per annum; secured by substantially all of the Company’s assets; with monthly principal and interest payments of $13,090.68, due February, 2012. The Note is guaranteed by the Company’s principal stockholders. In addition, entities owned and controlled by the Company’s principal stockholders are co-makers of the Note and have pledged substantially all of their assets as security for the Note (see Note N).	$	344,723	$	440,055
Note payable to Bank, interest at 8.0% per annum; secured by substantially all of the Conesco assets; with monthly principal and interest payments of $3,766.86, due August, 2012. The Note is guaranteed by the Company’s principal stockholders.		117,593		-
Note payable to Bank, interest at 5.5% per annum; secured by substantially all of the Company’s assets; with monthly principal and interest payments of $4,776.33, due December, 2013. The Note is guaranteed by the Company’s principal stockholders. In addition, entities owned and controlled by the Company’s principal stockholders are co-makers of the Note and have pledged substantially all of their assets as security for the Note (see Note N).		216,420		250,000
Total notes payable		678,736		690,055
Less: current portion		210,077		172,025
Notes payable – long term	$	468,659	$	518,030

Aggregate maturities of long-term debt as of September 30, 2009 are as follows:

Year ended	Amount
September 30, 2010	$	210,077
September 30, 2011		223,728
September 30, 2012		175,892
September 30, 2013		55,054
September 30, 2014		13,985
Total	$	678,736

NOTE M – CAPITAL STOCK

The Company is authorized to issue 70,000,000 shares of common stock with $0.001 par value per share. As of September 30, 2009 and December 31, 2008, the Company had 18,630,000 and 14,600,000 shares of common stock issued and outstanding, respectively.

During the nine months ended September 30, 2009 and 2008, the Company distributed dividends to the owner’s, while still a private company (2008), totaling $0 and $426,000, respectively.

On January 16, 2009, the Company issued 3,000,000 shares of common stock valued at $381,000 for the purchase of Conesco, Inc. (see Note H above).

On January 19, 2009, the Company issued 1,000,000 shares of common stock valued at $144,000 as compensation.

On May 28, 2009, the Company issued 30,000 shares to its board of directors valued at $97,500 as compensation.

NOTE N - RELATED PARTY TRANSACTIONS

Two stockholders of the Company are co-owners of an entity that provides charter air service, and on occasion, the Company utilizes this entity for air travel services in connection with the Company’s contracting. The Company incurred and charged to operations costs of $81,777 and $111,297 in the nine months ended September 30, 2009 and 2008 in connection with air travel services provided by the entity to the Company. There were no payables owed to the entity at September 30, 2009 and 2008, respectively.

The entity is a co-maker of a line of credit and a note payable and has pledged substantially all of its assets to secure the line of credit (see Note J) and note payable (see Note L).

NOTE O - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company leases office space under non-cancelable operating leases that expire through December 2011. The Company also leases vehicles from Enterprise Fleet Services under non-cancelable operating leases expiring through March 2013. There are also office equipment leases running through January 2014.

Future minimum lease payments for the above leases over the next three years are as follows:

	Amount
2010	$	210,926
2011		142,072
2012		34,787
2013		11,490
2014		1,496
	$	400,771

For the nine months ended September 30, 2009 and 2008, rent expense was $156,509 and $97,053, respectively. For the nine months ended September 30, 2009 and 2008, vehicle lease expense was $178,271 and $214,792, respectively. For the three months ended September 30, 2009 and 2008, rent expense was $66,879 and $32,890, respectively. For the three months ended September 30, 2009 and 2008, vehicle lease expense was $76,410 and $65,590, respectively.

Litigation

In September, the Pro-Tech Fire Protection Systems Corp was named in a suit by a local bank. The Company believes that it has meritorious defenses to the plaintiff’s claims and intends to vigorously defend itself against the Plaintiff’s claims. Management believes the ultimate outcome of this matter will not have a material adverse effect on the Company’s consolidated financial position or results of operations. The Company will seek recourse for any costs it incurs in defending itself against this claim.

Surety Bonds

A certain number of our construction projects require us to maintain a surety bond. The bond surety company requires additional guarantees for issuance of the bonds. The three largest stockholders of Pro-Tech have personally guaranteed these bonds. There is currently no remuneration to these stockholders for these guarantees.

NOTE P – SEGMENT INFORMATION

The Company is managed by specific lines of business including fire protection and alarm and detection, electrical, telecommunications and flooring. The Company’s management makes financial decisions and allocates resources based on the information it receives from its internal management system on each of its lines of business. Certain other expenses associated with the public company status are reported at the Meltdown parent company level, not within the subsidiaries. These expenses are reported separately in this footnote. The Company’s management relies on the internal management system to provide sales and cost information by line of business.

Summarized financial information by line of business for the three and nine months ended September 30, 2009 and September 30, 2008, as taken from the internal management system previously discussed, is listed below. Information for the three and nine months ended September 30, 2008 does not include any data from electrical, telecommunications or flooring, as those acquisitions/startups were not completed by those dates.

Revenue	Three months ended				Nine months ended
	Sept 30, 2009		Sept 30, 2008		Sept 30, 2009		Sept 30, 2008
Fire Protection/Alarm & Detection	$	2,217,259	$	4,440,578	$	7,615,419	$	11,195,287
Telecommunications		1,208,308		-		3,232,813		-
Flooring		1,018,154		-		2,455,471		-
Electrical		214,654		-		424,627		-
Total	$	4,658,375	$	4,440,578	$	13,728,330	$	11,195,287

Gross Profit	Three months ended				Nine months ended
	Sept 30, 2009		Sept 30, 2008		Sept 30, 2009		Sept 30, 2008
Fire Protection/Alarm & Detection	$	1,166,363	$	2,147,141	$	3,604,618	$	4,230,326
Telecommunications		273,325		-		777,901		-
Flooring		292,751		-		768,556		-
Electrical		48,341		-		59,683		-
Total	$	1,780,780	$	2,147,141	$	5,210,758	$	4,230,326

Operating Income (Loss)	Three months ended						Nine months ended
	Sept 30, 2009			Sept 30, 2008			Sept 30, 2009			Sept 30, 2008
Fire Protection/Alarm & Detection	$	283,901		$	1,282,071		$	929,988		$	1,765,855
Telecommunications		163,594			(14,518	)		402,297			(14,518	)
Flooring		169,076			-			441,831			-
Electrical		(29,904	)		-			(120,812	)		-
Corporate		(685,844	)		(821,283	)		(1,832,043	)		(1,474,077	)
Total	$	(99,177	)	$	446,270		$	(178,739	)	$	277,260

Depreciation/Amortization	Three months ended				Nine months ended
	Sept 30, 2009		Sept 30, 2008		Sept 30, 2009		Sept 30, 2008
Fire Protection/Alarm & Detection	$	6,954	$	10,756	$	20,862	$	31,281
Telecommunications		3,164		-		3,164		-
Flooring		627		-		2,380		-
Electrical		210		-		490		-
Corporate		36,315		3,302		101,257		7,495
Total	$	47,270	$	14,058	$	128,153	$	38,776

Interest	Three months ended				Nine months ended
	Sept 30, 2009		Sept 30, 2008		Sept 30, 2009		Sept 30, 2008
Fire Protection/Alarm & Detection	$	-	$	-	$	-	$	-
Telecommunications		-		-		-		-
Flooring		2,420		-		9,008		-
Electrical		-		-		-		-
Corporate		23,676		20,376		69,735		59,627
Total	$	26,096	$	20,376	$	78,743	$	59,627

Assets

	Sept 30, 2009		December 31, 2008
Fire Protection/Alarm & Detection	$	2,492,985	$	5,196,341
Telecommunications		768,161		-
Flooring		1,204,311		-
Electrical		152,000		-
Corporate		560,015		-
TOTAL	$	5,177,472	$	5,196,341

Capital Expenditures

	Sept 30, 2009		Sept 30, 2008
Fire Protection/Alarm & Detection	$	13,900	$	108,873
Telecommunications		-		-
Flooring		-		-
Electrical		-		-
Corporate		109,536		-
TOTAL	$	123,436	$	108,873

NOTE Q - MAJOR CUSTOMERS AND SUPPLIERS

The company had three customers (representing 9 separate jobs) accounting for 47% of the total revenue for the nine months ended September 30, 2009 and two jobs which accounted for 38% of the total revenue for the nine months ended September 30, 2008. The company had two customers accounting for 42% of the total revenue for the three months ended September 30, 2009 and two jobs which accounted for 30% of the total revenue for the three months ended September 30, 2008. The Company often has multiple jobs running under some customers, but the jobs will have different owners and therefore should not necessarily be considered one customer from the standpoint of concentration.

Purchases from the Company’s three major vendors accounted for 43% of purchases for the nine months ended September 30, 2009 and were approximately 65% for the nine months ended September 30, 2008. Purchases from the Company’s two major vendors accounted for 36% of purchases for the three months ended September 30, 2009 and were approximately 58% for the three months ended September 30, 2008. There are multiple vendors available to get materials and the Company does not run a risk of shortage due to the loss of any of the vendors.

NOTE R – EMPLOYEE BENEFITS PLAN

The Company sponsors a defined contribution 401(k) plan covering substantially all full-time employees, which provides for the Company matching the participant's elective deferral up to 3% of their annual gross income. The Company's expense for the plan was $57,300 and $45,707, for the nine months ended September 30, 2009 and 2008, respectively and $17,050 and $15,662 for the three months ended September 30, 2009 and 2008, respectively.

NOTE S - SUBSEQUENT EVENTS

There are no subsequent events that are material in nature to be disclosed at this time.

Unless otherwise noted, references in this Form 10-Q to “Pro-Tech”, “we”, “us”, “our”, and the “Company” means Pro-Tech Industries, Inc., a Nevada corporation. Our principal place of business is located at 8540 Younger Creek Drive #2, Sacramento, CA 95828. Our telephone number is (916) 388-0255.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this registration statement. Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this registration statement should be read as applying to all related forward-looking statements wherever they appear in this registration statement. From time to time, we may publish forward-looking statements relative to such matters as anticipated financial performance, business prospects, technological developments and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. All statements other than statements of historical fact included in this section or elsewhere in this report are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to, the following: changes in the economy or in specific customer industry sectors; changes in customer procurement policies and practices; changes in product manufacturer sales policies and practices; the availability of product and labor; changes in operating expenses; the effect of price increases or decreases; the variability and timing of business opportunities including acquisitions, alliances, customer agreements and supplier authorizations; our ability to realize the anticipated benefits of acquisitions and other business strategies; the incurrence of debt and contingent liabilities in connection with acquisitions; changes in accounting policies and practices; the effect of organizational changes within the Company; the emergence of new competitors, including firms with greater financial resources than ours; adverse state and federal regulation and legislation; and the occurrence of extraordinary events, including natural events and acts of God, fires, floods and accidents.

Forward-looking statements involve risks, uncertainties and other factors, which may cause our actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Factors and risks that could affect our results and achievements and cause them to materially differ from those contained in the forward-looking statements include those identified in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2008, as well as other factors that we are currently unable to identify or quantify, but that may exist in the future.

In addition, the foregoing factors may affect generally our business, results of operations and financial position. Forward-looking statements speak only as of the date the statement was made. We do not undertake and specifically decline any obligation to update any forward-looking statements.

OVERVIEW

On December 31, 2008, we executed an agreement with Pro-Tech Fire Protection Systems Corp (“Pro-Tech Fire” or “Pro-Tech Fire Protection Systems”), and our company (the "Agreement"), whereby pursuant to the terms and conditions of that Agreement, Pro-Tech Fire shareholders acquired ten million one hundred thousand (10,100,000) shares of our common stock, whereby Pro-Tech Fire would become a wholly owned subsidiary of our company. The predecessor to our company was incorporated in the State of Nevada on April 4, 2007, and was a development stage company with the principal business objective of becoming a chain of professional body treatment and skin care service centers. On May 8, 2009 at the annual meeting, the stockholders and board of directors approved and officially changed our name to Pro-Tech Industries, Inc.

Pro-Tech Fire was incorporated on May 4, 1995 under the laws of the State of California to engage in any lawful corporate undertaking, including, but not limited to; installation, repair and inspections of fire protection systems in commercial, military and industrial settings.

PRO-TECH FIRE PROTECTION SYSTEMS CORP

Pro-Tech Fire Protection Systems is a full-service contractor serving the western United States, with offices in California and Nevada. Services include estimating, designing, fabricating, and installing all types of standard and specialty water-based fire protection systems. In addition, our company offers “Day Work” services, including inspecting, testing, repairing and servicing of same.

We serve the new construction market, as well as customers retro-fitting, upgrading or repairing their existing facilities, bringing existing facilities to current standards (for example, installing sprinklers at a customer’s expanded storage warehouse, etc.).

Pro-Tech Fire services include:

	¨	Commercial, Special Hazards, and Industrial Overhead Wet Pipe, Dry Pipe, Pre-Action, Deluge, and Foam
	¨	New Installations, Retro-Fits, Upgrades, Repairs, Design, Consultations, and Analysis

	¨	Pumps, Hydrants, Backflow Preventers, Underground, Design, and Consultation
	¨	5 Year Certification, Inspections and Testing

	¨	24 Hour Service
	¨	Alarm & Detection installation, inspections and repairs, and third party monitoring

	¨	Electrical Services including design build, new construction, repairs, inspections and maintenance
	¨	Network cabling, system and structure testing and data networking and design

Pro-Tech Telecommunications

Pro-Tech Telecommunications provides inside/outside plant installation/implementation services, telecommunications hardware/software deployment (voice systems), maintenance support services, on-site technicians for telecommunications upgrades, and cable system design services. In addition, Pro-Tech Telecommunications also has a full data networking group that can design, configure, and deploy custom data networking solutions based on individual client needs. Pro-Tech Telecommunications provides the following services to commercial, government and other business enterprises.

Services Offered:

Infrastructure Systems/Services

	¨	Building Riser and Campus Systems
	¨	Cabinet and Rack Installation

	¨	Cable Tagging and Documentation
	¨	Communications Rooms, MDF, IDF

	¨	Optical and Copper Cable Installation
	¨	Raceway Systems

Wireless Connectivity Solutions

Low Voltage Systems

	¨	Security Systems
	¨	Fire Alarm

	¨	Card Access Control
	¨	CATV

Video Surveillance

Network Systems

	¨	Enterprise architecture strategy
	¨	Systems integration

	¨	IT infrastructure, implementation, and support
	¨	Network security and remote access solutions

Authentication

Voice Systems

	¨	PBX
	¨	Key system

VoIP

We differentiate ourselves through our commitment to the highest degree of structure, efficiency and quality practices. We are experts at providing solutions that precisely fit our client's needs. We do not manufacture equipment and are vendor agnostic when providing equipment solutions (i.e. we will install customer or vendor owned/provided equipment). Our mission is to provide cost-effective, high quality services and solutions to enhance the competitive position of our clients, using creative and innovative approaches.

Pro-Tech Electrical

Pro-Tech Electrical Services Division is a full service Electrical contractor providing reliable and quality workmanship throughout California. Our capacities are not limited to commercial and industrial project but, to a vast range of electrical construction projects. Our primary bid focus has been in the areas of heavy commercial such as large distribution centers, commercial retail (shopping centers, etc.), and institutional work (schools, churches, etc.) We strive to provide competitive pricing for the commercial and industrial bid market. We furnish detailed and competitive pricing, value engineering options, and a team approach to our clients. Pro-Tech Electrical provides the following services to commercial, government and other business enterprises:

Electrical Services

	¨	Building riser and campus systems
	¨	Underground service upgrades and installation

	¨	Installation of power switchboards services, Motor Control Centers (MCC) and/or upgrades.
	¨	New emergency generators, controls and transfer switches.

	¨	UPS (Uninterruptible Power Systems) and upgrades.
	¨	Fuse and Circuit Breaker upgrade and installations

	¨	Interior/ exterior Lighting and related controls.
	¨	Site lighting installation and upgrades

	¨	Security lighting
	¨	Industrial electrical projects including explosion proof equipment and installations.

	¨	Building riser and campus systems
	¨	Load analysis

Commercial and industrial maintenance

Conesco, Inc.

On January 16, 2009, we issued 3,000,000 shares to shareholders of Conesco, Inc. (“Conesco”), as part of an acquisition, whereby Conesco became our wholly owned subsidiary.

Since 1993, Conesco has been a provider of commercial flooring products, installation, maintenance and design consultation services to businesses throughout Northern California. In management’s opinion, our work graces some of the most prestigious properties in Northern California and beyond. Conesco’s team approach has earned it a reputation, in management’s opinion, for leading-edge flooring expertise, great service and first-class products. Conesco, Inc. offers the following products and services:

	¨	Professional design and specification consultation
	¨	Material and installation of carpet, resilient, ceramic stone, and wood flooring

	¨	Material and installation of raised access/Clean Room flooring
	¨	Modular wiring and under-floor HVAC delivery systems

	¨	Ongoing maintenance services
	¨	Green building consultation

Consultation and expertise in complex/unique flooring installations

We believe Conesco, Inc.’s expertise in the field of commercial and industrial flooring has allowed them to work with the following premier building contractors in Northern California:

	¨	Roebbelen Contracting
	¨	McCarthy Construction

	¨	Howard S. Wright
	¨	MP Allen

Competition

The competition is divided among many players in our four markets. The market is highly fragmented and there is not a dominate player in any of the markets. Two of the larger competitors are as follows:

Cosco – Cosco is a multifaceted, full service fire protection contractor, providing design, fabrication, installation service and inspection of a wide variety of automatic fire suppression systems. The company specializes in large construction projects including hospitals, high-rise structures, hotels, large office and manufacturing facilities. The company maintains experienced staff including engineers, designers, project managers and installers. Cosco has offices in Los Angeles, San Francisco, Seattle, Fresno, San Diego, and Anchorage.

Tyco/Grinnell (NYSE: TYC) - Tyco International, Ltd. operates as a diversified manufacturing and services company. The company, through its subsidiaries, designs, manufactures, and distributes electronic security and fire protection systems; electrical and electronic components; and medical devices and supplies, imaging agents, pharmaceuticals, and adult incontinence and infant care products. Tyco’s fire and security products and services include electronic security systems, fire detection systems and suppression systems, as well as fire extinguishers and related products. The company’s electrical and electronic components comprise electronic/electrical connector systems; fiber optic components; and wireless devices, such as private radio systems, heat shrink products, circuit protection devices, and magnetic devices.

Employees

We have approximately 85 full time employees including 13 executive and administrative staff, 5 in engineering, 7 in sales and marketing, with the balance working in the field as superintendants, foreman, journeyman or apprentices.

Recent Developments

None

Results of Operations

Three Months Ended September 30, 2009 Compared to Three Months Ended September 30, 2008

Revenues were approximately $4,658,375 for the three months ended September 30, 2009, an increase of approximately $217,796, or 5%, from revenues of approximately $4,440,579 for the three months ended September 30, 2008. This increase was primarily the results of the new divisions which were not a part of our 2008 operations. These divisions added approximately $2,441,116, with the revenue coming from the divisions as follows: telecommunications $1,208,308, flooring $1,018,154, and electrical $214,654. Fire protection saw a decrease of approximately $2,223,319 over the prior period. This demonstrates the competitive nature management has observed in all of our divisions due to the economy, but is more visible in the analysis of same division revenues. We continue to work with our long standing customer base as well as creating new relationships to help weather the economic downturn. Our backlog has increased from the quarter ended June 30, 2009 by approximately $2.2 million dollars and we expect, but can provide no assurances, it to grow as awarded bids previously announced get contracts finalized and the projects begin. See Footnote F of June and September financials.

Gross profit decreased to approximately $1,780,780 for the three months ended September 30, 2009 from approximately $2,147,142 for the three months ended September 30, 2008. This decrease of approximately $366,362, or 17.06%, was primarily due to the decrease in margin percent from 48.2% to 38.4%, or $435,177. This is offset by the increase in sales at the current margin. Materials as a percent of cost of sales decreased about 27% and direct labor about 16%. The decreases are primarily attributable to the fact that both the flooring and telecommunications groups use subcontract labor, which has increased our “other” direct costs substantially. The margin decrease is primarily due to the increased competition to gain jobs as well as tighter margins in our newer divisions. We are seeing fewer private works jobs and an increase in the number of contractors bidding on the public works jobs.

Selling, general and administrative expenses were approximately $1,832,687 for the three months ended September 30, 2009 compared to approximately $1,686,813 for the three months ended September 30, 2008. The general and administrative cost related to revenues increased to 39% for three months ended September 30, 2009 compared to 38% for the three months ended September 30, 2008. The increase is partially a result of an increase in legal and accounting expenses of approximately $121,360 due to defense of the union and bank lawsuits, for which the union suit has been settled and increase in accounting fees associated with review and reporting requirements. We had not previously had reviews prepared for its quarterly results, causing the reviews of 2009 to add costs not previously incurred. The remainder of the increase was primarily attributable to salaries and benefits for staffing. We added the telecommunications and electrical divisions, as well as the Conesco acquisition, none of which were active in the nine months ended September 30, 2008. These three areas accounted for approximately $107,000, 78,000 and $123,000, respectively, of the total increase in selling, general and administrative costs for the quarter. These costs are partially offset by a onetime cost from 2008 for costs incurred from merger activity. See discussion under Selling, general and administrative in nine month review section for analysis of annual savings actions of the Company.

Depreciation and amortization expense increased to $47,270 for the three months ended September 30, 2009 compared to $14,058in the three months ended September 30, 2008. We had minimal investments in fixed assets and depreciation expense is relatively flat. The increase came from the intangible amortization related to the Conesco purchase.

Net interest expense increased to $26,096 for the three months ended September 30, 2009 compared to $20,374 for the three months ended September 30, 2008. This increase was primarily due to the use of the line of credit for working capital purposes as well as new term loans from the bank in December 2008 and Conesco in June 2009.

Nine Months Ended September 30, 2009 Compared to Nine Months Ended September 30, 2008

Revenues were approximately $13,728,330 for the nine months ended September 30, 2009, an increase of approximately $2,533,042, or 23%, from revenues of approximately $11,195,287 for the nine months ended September 30, 2008. This increase was primarily the results of the new divisions which were not a part of our 2008 operations. These divisions added approximately $6,112,911, with the revenue coming from the divisions as follows: telecommunications $3,232,813, flooring $ 2,455,471, and electrical $424,627. Fire protection saw a decrease of approximately $3,579,868 over the prior year (47%). This demonstrates the competitive nature management has observed in all of our divisions due to the economy, but is more visible in the analysis of same division revenues. We continue to work with our long standing customer base as well as creating new relationships to help weather the economic downturn. Our backlog has increased from the quarter ended June 30, 2009 by approximately $2.2 million dollars and we expect, it to grow as awarded bids previously announced get contracts finalized and the projects begin. See footnote F of June and September financials.

Gross profit increased to approximately $5,210,759 for the nine months ended September 30, 2009 from approximately $4,230,327 for the nine months ended September 30, 2008. This increase of approximately $980,432 or 23% was primarily due to the increase in revenues of approximately $2,533,042 million at the gross margin of 38%, or $ 962,556. The gross margin of 38% in 2009 is an increase over the 37.8% achieved in 2008. This margin increase accounts for the remaining increase. Materials as a percent of cost of sales decreased about 13.2% and direct labor about 18.4%. The decreases are primarily attributable to the fact that both the flooring and telecommunications groups use subcontract labor which increased other direct costs as a percentage of cost of sales by 31.7%.

Selling, general and administrative expenses were approximately $5,261,345 for the nine months ended September 30, 2009 compared to approximately $3,914,290 for the nine months ended September 30, 2008. The selling, general and administrative cost related to revenues increased to 38% for nine months ended September 30, 2009 in compared to 35% for the nine months ended September 30, 2008. The increase is partially a result of an increase in legal and accounting expense of approximately $384,194 due to defense of the union and bank lawsuits, for which the union suit has been settled and increase in accounting fees associated with review and reporting requirements. We had not previously had audits or reviews done for its quarterly results, causing the reviews of 2009 to add costs not previously incurred. The remainder of the increase was primarily attributable to salaries and benefits for staffing. We added the telecommunications and electrical divisions, as well as the Conesco acquisition, none of which were active in the nine months ended September 30, 2008. These three areas accounted for approximately $372,000, 180,000 and $324,000, respectively, of the total increase in selling, general and administrative costs for the quarter. These costs are partially offset by a onetime cost from 2008 for costs incurred from merger activity of $418,686 which was not incurred in 2009. Management has reviewed staffing and made cuts which, on an annual basis, management believes will save the Company in excess of $250,000 in overhead costs. Costs related to a lawsuit which was recently settled were incurred primarily during the first two quarters of the year also will not be reoccurred going forward (approximately $80,000). The nine months also have costs incurred which represents the last in which we will require review of multiple years by its accountants for its financials, an expected reduction of approximately $75,000 beginning in 2010 with all other things being equal.

Depreciation and amortization expense increased to $128,153 for the nine months ended September 30, 2009 compared to $38,776 in the nine months ended September 30, 2008. We had minimal investments in fixed assets and depreciation expense is relatively flat. The increase came from the intangible amortization related to the Conesco purchase.

Net interest expense increased to $78,743 for the nine months ended September 30, 2009 compared to $59,626 for the nine months ended September 30, 2008. This increase was primarily due to the use of the line of credit for working capital purposes as well as new term loans from the bank in December 2008 and Conesco in June 2009.

Income tax benefit increased to $86,472 for the nine months ended September 30, 2009 from expense $5,000 for the nine months ended September 30, 2008. This is approximately $91,472 lower due mainly to the change in tax structure from an S-Corp to a C-Corp for 2009 and the deferred tax changes for amortization.

Liquidity and Capital Resources

Liquidity:

For the nine months ended September 30, 2009, we experienced a net loss of $171,010. At September 30, 2009, we had $43,050 in cash. Accounts receivable, net of allowances for doubtful accounts, were $3,704,817 at September 30, 2009, which at approximately 83% of assets is approximately 16 % lower than at December 31, 2008, this decrease is primarily attributable the increase in intangibles of approximately $ 527,929 related to the Conesco purchase as well as a reduction due to collection of approximately $358,000 in retention receivables.

At September 30, 2009, we had working capital of $1,028,591, compared to working capital of $1,486,040 at December 31, 2008. The ratio of current assets to current liabilities decreased slightly 1.30:1 at September 30, 2009 compared to 1.41:1 at December 31, 2008. The September 2008 ratio was 1.37:1. Cash flow used by operations during the nine months ended September 30, 2009 was $33,691 as compared to cash provided by operations of $83,633 for the nine months ended September 30, 2008. Management anticipates that our existing capital resources will be adequate to satisfy its capital requirements for the foreseeable future.

Our principal liquidity at September 30, 2009 included cash of $43,050 and $3,704,817 of net accounts receivable. Our management believes that our liquidity position remains sufficient enough to support on-going general administrative expense, strategic positioning, and the garnering of contracts and relationships.

Cash Flow

For the nine months ended September 30, 2009, we had negative cash flow from operations of $33,691 as compared to cash provided by operations of $83,633 for the same period in 2008. This $117,324 decrease is primarily due to the increased loss of approximately $383,643 as compared to the same period last year. This was partially offset by an increase in 2009 of non cash items totaling $164,943 compared to a use of cash of $19,578 in 2008. The September 2009 quarter also showed a use of cash for accounts payable of approximately $496,000 compared to approximately $379,000 in the previous year. We also saw a tightening of billing practices within our customer base. This led to tighter billings which led to use of cash by reducing our billings in excess of cost by approximately $437,000 where last period showed it as a receipt of cash of approximately $102,000. We recognized a use of cash as we increased our costs in excess of billings approximately $277,000 for the period compared to providing approximately $121,000 last period. We also were able to use its deposits and advances and prepaid expenses as a source of approximately $114,000 compared to it being a use last period of approximately $215,000.

Investing activity consisted of the purchase of computers of approximately $123,000 and $109,000 for the nine months ended September 30, 2009 and 2008, respectively. We also are preparing a new office to combine our Sacramento divisions in one building. They are covering the leasehold improvements and expect, but cannot guarantee, to take possession during the fourth quarter.

Financing activity for 2009 consisted of net payments on long term debt obligations of $210,262 offset by line of credit borrowings of $314,500. For 2008, there was a dividend paid to the owners or Pro-Tech Fire for tax payments of $426,000, long term debt payments of $90,431 with borrowings off the line of credit of $595,500.

With recent cuts in corporate and selling, general and administrative costs, management anticipates our cash flow will be positive for the remainder of 2009.

Capital Resources:

Line of Credit Facility

The line of credit facility is primarily used to fund short-term changes in working capital. The total capacity of the facility at September 30, 2009 was $1,000,000. Our management believes that sufficient liquidity exists but may seek approval to increase the facility to $1.5 million in the future if considered necessary. Our management believes the line of credit facility provides adequate liquidity and financial flexibility to support our expected growth in fiscal 2009 and beyond.

The facility contains customary financial covenants require us to maintain certain financial ratios, including an asset coverage ratio and dollars, debt to equity ratio and a tangible net worth requirement. Non-compliance with any of these ratios or a violation of other covenants could result in an event of default and reduce availability under the facility. We are currently not in compliance with three of the total of five covenants and have full availability under the facility.

Effective August 10, 2009, our company executed a new credit facility increasing the line to $1,000,000. The interest rate remains at .5% less than the lender’s index rate, currently 4.5% and the maturity date was reset to June 30, 2010. With the renewal of this credit facility the lender reset customary financial covenants requiring us to maintain certain financial ratios, including an asset coverage ratio and dollars, debt to equity ratio and a tangible net worth requirement.

Should the current financing arrangements prove to be insufficient for our current needs; we are willing to go to the capital markets to raise the necessary capital to meet these needs.

Long Term Notes

Long term notes with original principal balances totaling $900,000, were issued through our bank on February 3, 2007 ($650,000) and December 31, 2008, ($250,000). The notes were are payable over 5 years and will be paid off on or about February 1, 2012 and December 31, 2013. The notes carry interest rates of 7.76% and 5.5% respectively. These notes are held by the same bank the Company uses for its banking and where the line of credit is held. At September 30, 2009, the outstanding balance on these notes was $561,142.

In June 2009, Conesco’s bank termed out its line of credit, into a three year note. The note is for $120,000 and is due July 2012. The note carries interest of 8%. At September 30, 2009, the outstanding balance on this note was $117,593.

Critical Accounting Estimates and Recently Issued Accounting Standards

Please refer to Note C to the financial statements.

Inflation

In the opinion of management, inflation will not have an impact on the Company’s financial condition and results of its operations.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity or capital expenditures.

Other Considerations

There are numerous factors that affect the business and the results of its operations. Sources of these factors include general economic and business conditions, federal and state regulation of business activities, the level of demand for product services, the level and intensity of competition in the media content industry, and the ability to develop new services based on new or evolving technology and the market's acceptance of those new services, our ability to timely and effectively manage periodic product transitions, the services, customer and geographic sales mix of any particular period, and our ability to continue to improve our infrastructure including personnel and systems to keep pace with our anticipated rapid growth.

Additional Information

We file reports and other materials with the Securities and Exchange Commission. These documents may be inspected and copied the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 4. CONTROLS AND PROCEDURES

Our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day of the fiscal period covered by this report, September 30, 2009. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Our principal executive officer and our principal financial officer are required to base their assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published in Internal Control-Integrated Framework, is known as the COSO Report. Our principal executive officer and our principal financial officer, have chosen the COSO framework on which to base their assessment. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our internal control over financial reporting was effective as of September 30, 2009.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in our annual reports on Form 10-K for the annual reporting periods through December 31, 2009.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

b) Changes in Internal Control over Financial Reporting.

During the Quarter ended September 30, 2009, there was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any legal proceedings, there are no known judgments against the Company, nor are there any known actions or suits filed or threatened against it or its officers and directors, in their capacities as such. We are not aware of any disputes involving the Company and the Company has no known claim, actions or inquiries from any federal, state or other government agency. We are not aware of any claims against the Company or any reputed claims against it at this time, except as follows:

In August 2009, Pro-Tech was named in a lawsuit by a local bank seeking collection for overdrawn funds which it believes Pro-Tech to be a party to. The Company believes that it has meritorious defenses to the plaintiff’s claims and intends to vigorously defend itself against the Plaintiff’s claims. Management believes the ultimate outcome of this matter will not have a material adverse effect on the Company’s consolidated financial position or results of operations. The Company will seek recourse for any costs it incurs in defending itself against this claim.

ITEM 1A - Risk Factors

There have been no material changes in the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. However, the following risk factors, in addition to risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, should be considered.

Our Common Stock Is Subject To Penny Stock Regulation

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

FINRA Sales Practice Requirements May Also Limit A Stockholder's Ability To Buy And Sell Our Stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We May Not Have Access To Sufficient Capital To Pursue Our Business And Therefore Would Be Unable To Achieve Our Planned Future Growth:

We intend to pursue a growth strategy that includes development of the Company business and technology. Currently we have limited capital which may be insufficient to pursue our plans for development and growth. Our ability to implement our growth plans may depend primarily on our ability to obtain additional private or public equity or debt financing. We are currently seeking additional capital. Such financing may not be available at all, or we may be unable to locate and secure additional capital on terms and conditions that are acceptable to us. Our failure to obtain additional capital may have a material adverse effect on our business.

Nevada Law And Our Articles Of Incorporation Protect Our Directors From Certain Types Of Lawsuits, Which Could Make It Difficult For Us To Recover Damages From Them In The Event Of A Lawsuit.

Nevada law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

Because We Are Quoted On The OTCBB Instead Of An Exchange Or National Quotation System, Our Investors May Have A Tougher Time Selling Their Stock Or Experience Negative Volatility On The Market Price Of Our Stock.

Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

Failure To Achieve And Maintain Effective Internal Controls In Accordance With Section 404 Of The Sarbanes-Oxley Act Could Have A Material Adverse Effect On Our Business And Operating Results.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2008, we will be required to prepare assessments regarding internal controls over financial reporting and beginning with our annual report on Form 10-K for our fiscal period ending December 31, 2009, furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. There also can be no assurance that our auditors will be able to issue an unqualified opinion on management’s assessment of the effectiveness of our internal control over financial reporting. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

Operating History And Lack Of Profits Which Could Lead To Wide Fluctuations In Our Share Price. The Price At Which You Purchase Our Common Shares May Not Be Indicative Of The Price That Will Prevail In The Trading Market. You May Be Unable To Sell Your Common Shares At Or Above Your Purchase Price, Which May Result In Substantial Losses To You. The Market Price For Our Common Shares Is Particularly Volatile Given Our Status As A Relatively Unknown Company With A Small And Thinly Traded Public Float, Limited

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

Volatility In Our Common Share Price May Subject Us To Securities Litigation, Thereby Diverting Our Resources That May Have A Material Effect On Our Profitability And Results Of Operations.

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS SECURITIES

There were no unregistered sales of securities during the three months ended September 30, 2009.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities of during the period ended September 30, 2009.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a shareholder vote for the three months ended September 30, 2009.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

3.1		Certificate of Incorporation (1)

3.2		Bylaws of Pro-Tech Industries, Inc. (1)

14.1		Code of Ethics (2)

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act(3)

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.(3)

32.2		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.(3)

32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.(3)

1) Incorporated by reference to the Company’s filing on Form SB-2, as filed with the Securities and Exchange Commission on June 27, 2007.

(2) Incorporated by reference to the Company’s filing on Form 10-K, as filed with the Securities and Exchange Commission on April 15, 2009.

(3) Filed herein.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant		Pro-Tech Industries, Inc.
Date: November 13, 2009		By: /s/ Donald Gordon

		Donald Gordon
		Chief Executive Officer

Attached files

Pro-Tech Industries, Inc. Reports

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