UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549







FORM
10-K







þ ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year
ended January 31,
2009






TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934





For the transition
period from ___________ to ___________.





Commission file
number 333-150952







PROTECWERX
INC.


(Exact name of
registrant as specified in its charter)







Nevada
            
            46-0521269(State or
      Other Jurisdiction of Incorporation of Organization)
            
            (I.R.S.
      Employer Identification No.)





800
Fifth Avenue, Suite 4100


Seattle, Washington
98104


(Address
of principal executive offices) (ZIP Code)





(206) 839
8566


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Exchange Act:  None


Securities
registered pursuant to Section 12(g) of the Exchange Act:None





Indicate by check
mark whether the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes oNoþ





Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yesþ  No
o





Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for shorter period that the registrant as required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes þ Noo





Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§ 229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes o Noþ





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 o  Accelerated
filer o  Non-accelerated
filer o Smaller reporting companyþ





Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act) Yesþ





Aggregate market
value of the voting stock of the registrant held by non-affiliates of the
registrant at July 31, 2008 (there were no trades in the issuer’s common stock
as of the last business day of the second fiscal quarter):$0





Number of common
shares outstanding at May 1, 2009: 38,043,000










TABLE
OF CONTENTS




PART IItem 1.  Business
              3Item 1A.  Risk Factors
              8Item 1B.  Unresolved Staff
    Comments
              8Item 2.  Properties
              8Item 3.  Legal Proceedings
              8Item 4.  Submission of Matters to a Vote of Security
      Holders
              8PART IIItem 5.  Market for Common Equity and Related
      Stockholder Matters
              9Item 6.  Selected Financial Data
              10Item 7.  Management's Discussion and Analysis of
      Financial Condition and Results of Operations
              10Item 8.  Financial Statements and Supplementary
      Data
              14Item 9.  Changes In and Disagreements with
      Accountants on Accounting and Financial Disclosure
              15Item 9A.  Controls and
Procedures
              15Item 9B.  Other Information
              15PART IIIItem 10.  Directors, Executive Officers, Promoters
      and Control Persons; Compliance with Section 16(a) of the Exchange
      Act
              16Item 11.  Executive Compensation
              18Item 12.  Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters
              20Item 13.  Certain Relationships, Related
      Transactions and Director Independence
              21Item 14.  Principal Accountant Fees and
      Services
              21PART IVItem 15.  Exhibits and Financial Statement
      Schedules
              22





2




PART I





Item 1.  Business





Forward-Looking
Statements





This annual report
contains forward-looking statements. These statements relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “could”, "may", "will",
"should", "expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.





Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable laws, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements so as to conform these statements to actual results.





As
used in this annual report, the terms "we", "us", "our", “the Company”, and
"Protecwerx" mean Protecwerx Inc. and all of our subsidiaries, unless otherwise
indicated.





All dollar amounts
in this annual report refer to US dollars unless otherwise
indicated.





Overview




Protecwerx Inc.
(hereinafter referred to as "we", "us", "our” and "Protecwerx") was incorporated
on October 16, 2007 under the laws of the State of Nevada. We do not have any
subsidiaries. Our principal offices are located at 800 Fifth Avenue, Suite 4100,
Seattle, Washington, 98104. Our telephone number is 206-839-8566.  Our
fiscal year end is January 31.




We
plan to acquire, develop, manufacture and distribute recreational vehicle
protection products through a variety of distribution channels.  Our
first product is Ankle Armor. We intend to patent, manufacture, distribute and
sell Ankle Armor over the next twelve months. Ankle Armor consists of a Lycra
ankle brace that includes a series of foam pads and plastic or Kevlar guards.
The brace will be shaped like a sock with the toe end cut off and we plan to
offer it in various colors and sizes to fit children and adults.  The
hard guards will be located along the front at the top to protect the shin bone
and one each side of the ankle to protect the ankle bones.




On
October 31, 2007 we entered into a technology assignment agreement with Hakeem
Hassan. Mr. Hassan is the inventor of “Ankle Armor”, a product that is intended
to protect the ankles and lower legs of a motorcyclist or athlete. Pursuant to
the terms of this agreement, Mr. Hassan has assigned all the rights, title and
interest to Ankle Armor to us in exchange for consideration of $8,000 and a
royalty of 3% of net sales payable on an as earned basis, once per
quarter.




Ankle Armor has not yet received patent
protection, however, we are in the process of making such an
application.  No attempts have been made to manufacture or market
Ankle Armor to date.Our
plan is to follow the development, manufacture and distribution of Ankle Armor
with the acquisition of further protective technologies.  These may
include products which provide protection to the elbow, knee, and entire upperand lower
body.  As of May 1, 2009, we have not been able to develop our
business plan as anticipated due to a lack of financing and a difficult
financial climate.Our management is currently




3





Products and
Markets




Ankle Armorconsists
of a Lycra ankle brace that is made with a series of foam pads and plastic or
Kevlar guards. The brace is shaped like a sock with the toe end cut off and
could be offered in various sizes to fit children and adults.  The
fabric could also be offered in various colors for an attractive
appearance.  The hard guards are located along the front at the top to
protect the shin bone and on each side of the ankle to protect the ankle
bones.  If desired, a two-piece or three-piece metatarsal guard could
also be offered to protect the top of the foot. The guards slide into pockets
located on the inside of the brace.  The edges or centre of the shin
and metatarsal guards and the center of the ankle guards are uncovered for a
stylish appearance and to prevent the fabric from tearing.  For
motorcycling, the guards could also be chrome plated to match the
motorcycle.




The appealing
features of Ankle Armorare
its ability to increase the wearer’s comfort and safety.  In many
sports, a player is in danger of suffering an injury to his ankle or lower
leg.  The Ankle Armor is designed to cover and protect the wearer’s
ankles, shins and feet.  An athlete would insert the desired guards
and wear the brace under or over his regular socks.  The soft foam
padding and hard plastic guards would absorb impact if the wearer’s ankle is
stepped on or hit.  This would increase the user’s comfort and injury
avoidance.




In
addition to its athletic applications, Ankle Armor could also appeal to a
motorcyclist or a worker who is in danger of suffering a foot, ankle or lower
leg injury. This would eliminate the need to wear heavy protective boots or
bulky protective pads.  Ankle Armorwould
fit comfortably and its lightweight construction would not create the same
strain on the user as bulkier protective gear.




Variations




The potential
exists for varying the production of Ankle Armor in ways which could make it
more appealing to a wider range of end users.  This could include
producing the brace and guards in a variety color combinations, sizes, and
decorative designs for athletes, motorcyclists and other users.




Producibility




We
believe that Ankle Armor could be easily produced using conventional and readily
available materials and manufacturing processes.  No new production
technology would be required.  The brace would be produced from Lycra
so that it stretches to fit comfortably.  The padding would be
produced from polyurethane foam.  The guards could be produced from
Kevlar fabric or molded from nylon or another similar hard plastic.




Packaging




When we manufacture
the Ankle Armor, we will require packaging for the product. Manufacturers and
marketers are becoming increasingly aware of the importance of product packaging
in developing consumer recognition.  Developing a package for a new
product involves numerous considerations. Some packaging concerns include
protection, economy, convenience, promotion, and ecology. The first task is to
establish a packaging concept, or a definition of what the package should
basically be, or do for the particular product. Also, the manufacturer must make
decisions regarding the component elements of package design, such as size,
shape, materials, color, text and brand mark. The packaging elements must also
be guided by decisions on pricing, advertising and other marketing
elements.  However, the most important packaging concern is
convenience to the customer.  For a product package to be convenient
to the consumer, it must be easy to open. With the rise in consumer affluence,
consumers are willing to pay more for the convenience, appearance and
dependability, and prestige of better packaging.




After a package is
designed, it needs to be subjected to engineering tests to ensure that it will
stand up under normal conditions, visual tests to ensure that the text is
legible and the colors harmonious, dealer tests to ensure that dealers find the
package attractive and easy to handle, and consumer tests to determine favorable
or unfavorable responses.




At
this time, we anticipate that Ankle Armor would be packaged in a cardboard,
pressboard box, sized to the product.  The package could have a label
printed in one or more colors (including four-color process) on a
pressure-sensitive paper stock.  Ideally, the label would not only
identify the product but also show its use.




4




Costs
Estimates




A
wide range of factors influence the selling price, distribution channel markups,
and unit cost of a product. The large number of variables and their fluctuations
make it impossible to accurately predict price, markups and cost factors, short
of actual manufacture and distribution.




One common approach
towards the selection of a possible selling price considers “positioning” of the
proposed product relative to other existing products with similar attributes.
Price positioning is therefore part of the overall market position and reflects
a price which could be in line with the potential perceived value for the
proposed product.




Once price or
perceived value is estimated, consideration can then be given as to what type of
mark up structure could reasonably be used to arrive at such a final selling
price, given known or estimated mark up correlations between retailers,
wholesalers or distributors, and manufacturers. Management have used a
retrospective approach and worked with an estimated selling price to approximate
wholesaler markups and manufacturing costs.




For working
purposes, we project an estimated pricing structure as follows:




·
            Manufacturing
      costs: $2.50 - $3.75 per pair




·
            Wholesale
      price: $5.00 - $7.50 per pair




·
            Retail
      price: $10.00 - $15.00 per
pair







One of the most
important factors to consider in the new product development process is the size
of the potential market. While few products have universal appeal, it is
possible to generally define a broad market to give an indication of its size.
Since most products are targeted to specific groups of consumers with
specialized interests, it is often possible to segment the market into sub
markets. Each submarket differs in its requirements, buying habits, or other
critical characteristics.




In
our view, the primary market would consist of the motorcycle aftermarket,
including the owners / operators of an estimated 6.6 million motorcycles /
scooters in the United States (according to the Motorcycle Industry Council
“MIC”). These owners spend an aggregate average of $3.9 billion annually on
maintenance, repairs, equipment and accessories. On average, motorcycle owners
spend $593 per unit for accessories, $180 on motor modifications, $260 for
apparel, and $152 for routine maintenance and repairs.




The secondary
market for our product would consist of people who play various sports. This
group could include, but would not be limited to, the 8 million individuals who
play touch or flag football, 5.3 million who play tackle football, and 3.6
million who play both; 4.7 million individuals who ride skateboards; 13.9
million individuals who play soccer; and 4.7 million individuals who participate
in martial arts.




The tertiary market
would consist of the international market.  Many products today enjoy
worldwide distribution. With more liberal trade policies and increased freedom
to travel, the interests in foreign markets is bound to increase.





5




Distribution




Once the potential
market targets for a new product have been identified, consideration should be
given to identifying the types of outlets where the product could potentially be
distributed to those market targets. In obtaining the number of outlets for a
particular distribution channel, we utilize information from the economic
census, conducted by the Census Bureau, an agency within the US Department of
Commerce.  From our review of certain facts and figures originating
from the Census Bureau, we think that the following channels represent potential
outlets where Ankle Armor could be distributed:




·
            Sporting
      Goods Stores: 50,076




·
            Discount /
      Mass Merchandising Department Stores:
6,378




·
            National
      Chain Department Stores:1,888




·
            Conventional
      Department Stores: 2,100




·
            Variety
      Stores: 14,065




·
            Warehouse
      Clubs and Superstores: 1,530




·
            Motorcycle
      and Motor Scooter Repair and Service Shops:
  5,820




·
            Motorcycle
      and Motor Scooter Supply Business:
4,156




In
today’s global marketplace, products may be exported in a number of ways:
directly by the manufacturer, by wholesalers, by retailers or by other
agents. In addition to mainstream retail outlets, we anticipate
distributing Ankle Armor by mail order catalogue, Internet commerce, and other
in home direct marketing strategies.





Competition




As
we will be introducing a new product to the market place, it is imperative that
management studies the competitive environment to determine the existence of
similar or identical products. On carrying out preliminary research of the
market, our management has concluded that the concept of Ankle Armor is unique.
We plan to submit a patent application for Ankle Armor. Prior to our acquisition
of the rights to Ankle Armor, Hakeem Hassan, the inventor of Ankle Armor,
requested the Invention Submissions Convention (“ISC”) to prepare a Basic
Information Package on the Ankle Armor. However, there can be no assurance that
any of our planned patent application will result in the issuance of a
registered patent, or that any patent granted will be effective in thwarting
competition or be held valid if subsequently challenged. In addition, there can
be no assurance that the actions taken by us to protect our proprietary rights
will be adequate to prevent imitation of our products, that our proprietary
information will not become known to competitors, that we can meaningfully
protect our rights to unpatented proprietary information or that others will not
independently develop substantially equivalent or better products that do not
infringe on our intellectual property rights.




The concept of
Ankle Armor is a relatively simple one which involves no new technology.
Although our product faces no direct competition at this time that we are aware
of, it is very possible that sports manufacturers or the manufacturers of
motorcycle equipment will see the same gap in the market that we have, and
develop some sort of similar protective leg or foot wear.  In 2002,
lawyers conducted a preliminary patentability search for Ankle
Armor.  The results of this search indicated 8 other US patents which
appear to be similar, or at least relevant to the functional, and / or design
features of Ankle Armor.  The search was not an exhaustive one, and
was only limited to US patents.  It is very likely that there exist
other products in other parts of the world that perform similar functions to
Ankle Armor, which are being, or have been, developed, and which may or may not
have patent protection. For this reason, our management recognizes the need to
keep abreast of developments in this industry.




The competitive
environment changes daily, old products disappear, new ones appear. Seasonal
trends also influence the availability of products and while a check of the
market place may turn up nothing today, a similar product may already be
produced or on its way to a distributor. A new product may even be on the
drawing board in preparation of actual manufacture and of course there would be
no way for us to know its existence.




In
addition, as we are a newly-established company, we face the same problems as
other new companies starting up in an industry, such as lack of available funds.
Our competitors may be substantially larger and better funded than us, and have
significantly longer histories of research, operation and development than
us.  In addition, they may develop similar technologies to ours and
use the same methods as we do and generally be able to respond more quickly to
new or emerging technologies and changes in legislation and regulations relating
to the industry.  Additionally, our competitors may devote greater
resources to the development, promotion and sale of their products or services
than we do. Increased competition could also result in loss of key personnel,
reduced margins or loss of market share, any of which could harm our
business.




6




Sources
and Availability of Raw Materials




A prototype of
Ankle Armor has not yet been made, but if produced, Ankle Armor would consist of
a brace which would be produced from Lycra so that it stretches to fit
comfortably.  The padding on the brace would be produced form
polyurethane foam.  Guards would be fitted to the brace which could be
produced from Kevlar fabric or molded from nylon or another similar hard
plastic.




Research
and Development




Since our
inception, we have researched and developed plans for our Ankle Armor invention
and we intend to continue this development.  We have spent a total of
$8,000 on research and development from our inception to January 31,
2009.  We expect to spend approximately $70,000 in the research and
development of our product over the next 12 months.




Intellectual
Property




We
have not filed for any protection of our trademark. We are in the process of
applying for a utility patent for Ankle Armor.




Government
Regulations




International
Treaties and Regulations. Our operations may be subject to the effects of
international treaties and regulations such as the North American Free Trade
Agreement. We are also subject to the effects of international trade agreements
and embargoes by entities such as the World Trade
Organization.  Generally, these international trade agreements benefit
our business rather than burden it because they tend to reduce trade quotas,
duties, taxes and similar impositions. However, these trade agreements may also
impose restrictions that could have an adverse impact on our business, by
limiting the countries from whom we can purchase our fabric or other component
materials, or limiting the countries where we might market and sell our
products.





Exporting
Regulations. Our planned export operations may be subject to tariffs imposed on
products and quotas imposed by other countries, which our products will be
exported into. These countries  may from time to time impose
additional new  trade agreements, duties,  tariffs, or other
restrictions on their imports or adversely modify
existing  restrictions.





Labeling and
Advertising Regulations. Labeling and advertising of our products is subject to
regulation by the Federal Trade Commission.




Environmental Law
Compliance. We are not aware of any material violations of environmental
permits, licenses or approvals issued with respect to our
operations.




We
expect to comply with all applicable laws, rules and regulations relating to our
intended business. At this time, we do not anticipate any material capital
expenditures to comply with above mentioned regulations and
requirements.




Employees




As
of May 1, 2009, we have no part time or full time employees. Darrin Zinger, our
director works part time as an independent contractor and work in the areas of
business development and management. He currently contributes approximately 5
hours a week to us. We currently engage independent contractors in the areas of
accounting, auditing and legal services.




Over the next 12
months, we anticipate that we will add approximately 3 part time consultants in
the areas of sales and marketing, business development, investor relations and
other services.





7




Reports
to Security Holders




We
intend to furnish our shareholders annual reports containing financial
statements audited by our independent auditors and to make available quarterly
reports containing unaudited financial statements for each of the first three
quarters of each year.




The public may read
and copy any materials that we file with the SEC at the SEC's Public Reference
Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. The address of that site is
www.sec.gov.





Item 1A.  Risk Factors





Not
required.





Item
1B.  Unresolved Staff Comments


Not
applicable.





Item 2.  Properties




Our principal
executive offices are located at 2292, 800 Fifth Avenue, Suite 4100, Seattle,
Washington, 98104. Our telephone number is 206-839-8566.   We pay
approximately $200 per month for our office space and receive full fax and
telephone service as well as the use of the office space for 16 hours per
month.  Our President also occasionally works from home.  We
pay $100 per month for the use of our President’s office space pursuant to a
consulting agreement entered into with our President.





Item 3.  Legal Proceedings





We
know of no material, active or pending legal proceedings against us or our
property, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholders are an
adverse party or have a material interest adverse to us.





Item 4.  Submission of Matters to a Vote of Security
Holders





None.






8




PART II





Item 5.  Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities





Market
Information





There is a limited
public market for our common stock. Our common stock is quoted for trading on
the OTC Bulletin Board under the symbol “PWRX.OB”. The market for our stock is
highly volatile. We cannot assure you that there will be a market in the future
for our common stock.





OTC Bulletin Board
securities are not listed and traded on the floor of an organized national or
regional stock exchange. Instead, OTC Bulletin Board securities transactions are
conducted through a telephone and computer network connecting dealers in stocks.
OTC Bulletin Board issuers are traditionally smaller companies that do not meet
the financial and other listing requirements of a regional or national stock
exchange.





Our common stock
became eligible for quotation on the OTC Bulletin Board on September 19, 2008,
but as of May 1, 2009 we have not had any trades in our common
stock.





Holders





As
of May 1, 2009 there were 36 holders of record of our common stock.





Dividends





Holders of our
common stock are entitled to dividends if declared by our Board of Directors out
of funds legally available therefore. As of May 1, 2009 we had not declared or
paid any dividends, and we do not intend to do so for the foreseeable future. We
intend to retain earnings, if any, to finance the development and expansion of
our business. Our future dividend policy will be subject to the discretion of
our Board and will be contingent upon future earnings, if any, our financial
condition, capital requirements, general business conditions and other
factors.





Equity Compensation
Plans





As
of May 1, 2009 we did not have any equity compensation plans.





Recent Sales of Unregistered
Securities





We
did not make any previously unreported sales of unregistered securities from
February 1, 2008 to January 31, 2009




9





Recent Purchases of Equity
Securities by Us and our Affiliated Purchases





As
of May 1, 2009 we had not repurchased any of our common stock, and we have not
publicly announced any repurchase plans or programs.





Item 6.  Selected Financial Data.





Not
applicable.





Item 7.  Management's Discussion and Analysis or Plan of
Operation.





The following
discussion should be read in conjunction with our financial statements,
including the notes thereto, appearing elsewhere in this annual report. The
discussions of results, causes and trends should not be construed to imply any
conclusion that these results or trends will necessarily continue into the
future.





Forward-Looking
Statements





This report
contains forward-looking statements that involve risks and uncertainties. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology including,
"could", "may", "will", "should", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially.





While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this annual report.





Liquidityand Capital
Resources




As
of January 31, 2009, we had cash of $3,085 in our bank accounts and a working
capital deficit of $332 compared to $39,427 cash and working capital of $36,775
as of January 31, 2008. As of January 31, 2009, we had total assets of $3,085
and total liabilities of $3,417.  As of January 31, 2009 we have
accumulated a deficit of $102,457.




From October 16,
2007 (date of inception) to January 31, 2009, we raised net proceeds of $102,125
in cash from the issuance of common stock and all other financing
activities.  $16,625 was raised during the year ended January 31, 2009
and $85,500 was raised during the period from October 16, 2007 (inception) to
January 31, 2008.




We
used net cash of $52,967 in operating activities for the year ended January 31,
2009 compared to $46,073 for the period from October 16, 2007 (inception) to
January 31, 2008.  The increase is attributed mainly to an increase in
accounting, audit and legal costs.  We have used net cash of $99,040
in operating activities from October 16, 2007 (date of inception) to January 31,
2009.




In
order to improve our liquidity, we intend to pursue additional equity financing
from private investors or possibly a registered public offering. We intend to
negotiate with our management and consultants to pay parts of salaries and fees
with stock and stock options instead of cash. There can be no assurance we will
be successful in our efforts to secure additional equity financing.




10




Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
from stockholders or other outside sources to sustain operations and meet our
obligations on a timely basis and ultimately to attain profitability. We have
limited capital with which to pursue our business plan. There can be no
assurance that our future operations will be significant and profitable, or that
we will have sufficient resources to meet our objectives.




We
expect to spend approximately $1,090,000 for further research and development of
Ankle Armor and potential acquisitions of other injury protection technologies
and businesses. There is no assurance that alternative financing will be
available. We have not attained profitable operations and are dependent upon
obtaining financing to continue our operations and pursue any planned business
activities. We anticipate that we will require significant expenditures of
capital over the next 12 months. We are seeking equity financing to provide for
the capital required to fully carry out our business plan.




Description
            Target
      completion date or, if not known,
              number
      of months to complete
            Our
      costto
      complete
              ($)Development
      of Ankle Armor
            June
      2009
            40,000Development
      of website
            June
      2009
            5,000Manufacture
      initial prototypes
            August
      2009
            10,000Patent
      protection application
            September
      2009
            60,000Setup of a
      product line and manufacturing
            January
      2010
            550,000Acquisitions
      of other injury protection technologies or businesses
            April
      2010
            60,000Sales and
      marketing
            12
      months
            100,000Professional
      fees (including the expenses of this Prospectus)
            12
      months
            100,000Consulting
      expenses
            12
      months
            55,000Corporate
      communications and investor relations
            12
      months
            60,000General and
      administration expenses
            12
      months
            50,000Total
            
            1,090,000





As
of January 31, 2009 we had cash of $3,085 in our bank accounts.  We
intend to meet the balance of our cash requirements for the next 12 months
through a combination of debt financing and equity financing by way of private
placements. We currently do not have any arrangements in place for the
completion of any further private placement financings and there is no assurance
that we will be successful in completing any further private placement
financings. There is no assurance that any financing will be available or if
available, on terms that will be acceptable to us. We may not raise sufficient
funds to fully carry out any business plan.




Results of
Operations




Lack of
Revenues




We
have earned no revenues and have sustained operational losses since our
inception on October 16, 2007 to January 31, 2009. As of January 31, 2009, we
had an accumulated deficit of $102,457. We anticipate that we will not earn any
revenues during the current fiscal year or in the foreseeable
future.  We anticipate that our business will incur substantial losses
in the next two years.





At
this time, our ability to generate any revenues continues to be uncertain. The
auditor's report on our audited financial statements on January 31, 2009 and
2008 contains an additional explanatory paragraph which identifies issues that
raise substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.




11




Expenses




From October 16,
2007 (date of inception) to January 31, 2009, our total expenses were $102,457.
The major components of our total expenses since inception to January 31, 2009
consist of: $8,000 for research and development and $94,457 for general and
administrative expenses. Our general and administrative expenses consist of bank
charges, office maintenance, communication expenses, courier, postage, office
supplies, management fees, rent and legal and auditing consulting
fees.




Our total expenses
increased by $5,007 to $53,732 for the year ended January 31, 2009 from $48,725
for the period from October 16, 2007 (inception) to January 31, 2008. The
increase in total expenses was mainly due to increased accounting, audit and
legal fees and an increase in the time during which we were operating as we were
only incorporated on October 16, 2007.




We
did not incur any research and development expenses for the year ended January
31, 2009 compared to $8,000 for the period from October 16, 2007 (inception) to
January 31, 2008.




Net Loss




For the year ended
January 31, 2009 we incurred net loss of $53,732 compared to $48,725 for the
year ended January 31, 2008.  From October 16, 2007 (date of
inception) to January 31, 2009, we incurred an aggregate net loss of $102,457.
The net loss was primarily due to operating expenses related to accounting,
audit, and legal fees as well as mineral property costs and office
expenses.  We incurred net loss of $0.00 per share for the year ended
January 31, 2009 and a net loss of $0.00 per share for the period from inception
through January 31, 2008.




Off-Balance
Sheet Arrangements





We
have no significant off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
our financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to our
stockholders.





Inflation





The effect of
inflation on our revenues and operating results has not been
significant.





Known
Material Trends and Uncertainties





Our continuation as
a going concern is dependent upon our ability to generate sufficient cash flow
from outside sources to sustain operations and meet our obligations on a timely
basis, and ultimately upon our ability to attain profitability. We have limited
capital with which to pursue our business plan.





These factors raise
substantial doubt about our ability to continue as a going concern. Our auditors
have issued a going concern opinion. This means that our auditors believe there
is substantial doubt that we can continue as an on-going business for the next
12 months. The financial statements do not include any adjustments that might
result from the uncertainty about our ability to continue our business.. The
threat that we will be unable to continue as a going concern will be eliminated
only when our revenues have reached a level that is able to sustain our business
operations.




12





Critical
Accounting Policies





Our financial
statements are impacted by the accounting policies used and the estimates and
assumptions made by management during their preparation. A complete summary of
these policies is included in note 1 of the notes to our financial
statements. We have identified below the accounting policies that are of
particular importance in the presentation of our financial position, results of
operations and cash flows, and which require the application of significant
judgment by management.





Use of
Estimates





The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  While it is believed that such estimates are
reasonable, actual results could differ significantly from those
estimates.





Research and
development





Costs incurred in
connection with the development of new products and manufacturing methods are
charged to selling, general and administrative expenses as incurred. From
inception through January 31, 2008, $8,000 was expensed as research and
development costs.





Stock based
compensation





We
recognize stock based compensation under SFAS No. 123(R). SFAS 123(R)
requires companies to measure the cost of employee services received in exchange
for an award of an equity instrument based on the grant-date fair value of the
award.  Our accounts for non-employee share-based awards in accordance
with EITF No. 96-18, “Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquisition, or in Conjunction with Selling, Goods or
Services.”




13





Item 8.  Financial Statements and Supplementary
Data























PROTECWERX
INC.


(A Development
Stage Company)


FINANCIAL
STATEMENTS


January 31, 2009
and January 31, 2008


(Stated in US
Dollars)

















Report of
      Independent Registered Public Accounting Firm by Malone & Bailey,
      P.C
              F-1Balance
      Sheets
              F-2Statements of
      Expenses
              F-3Statements of
      Cash Flows
              F-4Statements of
      Stockholders’ Equity (Deficit)
              F-5Notes to the
      Financial Statements
              F-6






14




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM












To the
Stockholders,


Protecwerx
Inc.


(A
Development Stage Company)


Vancouver, British
Columbia, Canada





We
have audited the accompanying balance sheets of Protecwerx Inc. (A Development
Stage Company) as of January 31, 2009 and 2008 and the related statements of
expenses, cash flows , and stockholders’ equity for the year ended January 31,
2009 and the period from October 16, 2007 (date of inception) through January
31, 2008 and 2009.  These financial statements are the responsibility
of the Protecwerx’s management.  Our responsibility is to express an
opinion on these financial statements based on our audit.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In
our opinion, these financial statements referred to above present fairly, in all
material respects, the financial position of Protecwerx Inc. as of January 31,
2009 and 2008 and the results of their expenses and their cash flows for the
year ended January 31, 2009 and the period from October 16, 2007 (date of
inception) through January 31, 2008 and 2009, in conformity with accounting
principles generally accepted in the United States of America.





The accompanying
financial statements referred to above have been prepared assuming that
Protecwerx Inc. will continue as a going concern.  As discussed in
Note 2 to the financial statements, Protecwerx Inc. is in the development stage
and is yet to attain profitable operations which raise substantial doubt about
the it’s ability to continue as a going concern.  Management’s plans
in regard to these matters are also described in Note 2.  The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.











/s/
Malone & Bailey, P.C.


Malone &
Bailey, P.C.


www.malone-bailey.com


Houston,
TX


May 1,
2009




F-1


PROTECWERX INC.


(A Development
Stage Company)


BALANCE
SHEETS


January 31, 2009
and 2008




2009
              
              
              2008ASSETSCurrent
      assetsCash
              
              $
              3,085
              
              
              $
              39,427Prepaid fees and
      expenses
              
              
              -
              
              
              
              2,167Total current
      assets
              
              $
              3,085
              
              
              $
              41,594LIABILITIES
      AND STOCKHOLDERS’ EQUITY( DEFICIT )Current
      liabilitiesAccounts payable and accrued
      liabilities
              
              $
              3,417
              
              
              $
              4,819Stockholders’
      Equity ( Deficit)Preferred
      Stock, $0.00001 par value; authorized20,000,000 shares, none
      issued  and outstandingCommon Stock, $0.00001 par value;
      authorized 180,000,000 shares, issued and outstanding 38,043,000
      and 38,014,000 ,
      respectively
              
              
              380
              
              
              
              380Additional
      paid in capital
              
              
              101,745
              
              
              
              85,120Deficit
      accumulated during development stage
              
              
              (102,457
              )
              
              
              (48,725
              )Total
      stockholders’ equity (deficit)
              
              
              (332
              )
              
              
              36,775Total
      liabilities and stockholders’ equity (deficit)
              
              $
              3,085
              
              
              $
              41,594





See summary of
accounting policies and notes to financial statements.


F-2





PROTECWERX
INC.


(A Development
Stage Company)


STATEMENTS OF
EXPENSES





Year
      ended
            
            
            October
      16,2007
                  (Date of Inception)
      to
            
            
            October
      16,2007
                (Date of
      Inception) toJanuary 31, 2009
            
            
            January 31, 2008
            
            
            January 31, 2009Research and
      development
            
            $
            -
            
            
            $
            8,000
            
            
            $
            8,000General and
      administrative expenses
            
            
            53,732
            
            
            
            40,725
            
            
            
            94,457Net
      loss
            
            $
            (53,732
            )
            
            $
            (48,725
            )
            
            $
            (102,457
            )Basic and
      diluted net loss per common share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            
            n/aWeighted
      average number of common shares outstanding
            
            
            38,040,000
            
            
            
            37,615,107
            
            
            
            n/a





See summary of
accounting policies and notes to financial statements.





F-3




PROTECWERX
INC.


(A Development
Stage Company)


STATEMENTS OF CASH
FLOWS










Year
      Ended
              January
      31, 2009
            
            
            October
      16,2007
              (Date of Inception)
      to
              January
      31, 2008
            
            
            October 16, 2007
              (Date of Inception)
              to
      January 31, 2009Cash Flows
      From Operating Activities:Net loss
            
            $
            (53,732
            )
            
            $
            (48,725
            )
            
            $
            (102,457
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Prepaids
            
            
            2,167
            
            
            
            (2,167
            )
            
            
            -Accounts
      payable and accruedliabilities
            
            
            (1,402
            )
            
            
            4,819
            
            
            
            3,417Net cash used
      in operating activities
            
            
            (52,967
            )
            
            
            (46,073
            )
            
            
            (99,040
            )Cash Flows
      From Financing Activities:Proceeds from common stock
      sales
            
            
            16,625
            
            
            
            85,500
            
            
            
            102,125Cash provided
      by financing activities
            
            
            16,625
            
            
            
            85,500
            
            
            
            102,125Net change in
      cash
            
            
            (36,342
            )
            
            
            39,427
            
            
            
            3,085Cash,
      Beginning of Period
            
            
            39,427
            
            
            
            -
            
            
            
            -Cash, End of
      Period
            
            $
            3,085
            
            
            $
            39,427
            
            
            $
            3,085Supplemental
      Disclosures of Cash Flow Information:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income taxes
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -




See summary of
accounting policies and notes to financial statements.




F-4




PROTECWERX
INC.


(A Development
Stage Company)
 STATEMENT OF
STOCKHOLDERS' EQUITY (DEFICIT)


From October 16,
2007 (Date of Inception) to January 31, 2009





Common
    Stock
            
            
            Additional
            
            
            Deficit Accumulated During
      DevelopmentNumber
            
            
            Par
Value
            
            
            Paid-in
            
            
            Deficit
            
            
            TotalCommon stock
      issued for cash at initial capitalization- at $0.002
            
            
            35,000,000
            
            
            $
            350
            
            
            $
            69,650
            
            
            $
            -
            
            
            $
            70,000Common stock
      issued for cash pursuant to private  Placements - at
      $0.004
            
            
            3,000,000
            
            
            
            30
            
            
            
            11,970
            
            
            
            -
            
            
            
            12,000Common stock
      issued pursuant to private placements for cash - at $0.25
            
            
            14,000
            
            
            
            -
            
            
            
            3,500
            
            
            
            -
            
            
            
            3,500Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (48,725
            )
            
            
            (48,725
            )Balance,
      January 31, 2008
            
            
            38,014,000
            
            
            
            380
            
            
            
            85,120
            
            
            
            (48,725
            )
            
            
            36,775Common stock
      issued for cash pursuant to private placements – at $0.25
            
            
            16,500
            
            
            
            -
            
            
            
            4,125
            
            
            
            -
            
            
            
            4,125Common stock
      issued pursuant to private placements for cash – at $1.00
            
            
            12,500
            
            
            
            -
            
            
            
            12,500
            
            
            
            -
            
            
            
            12,500Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (53,732
            )
            
            
            (53,732
            )Balance,
      January 31, 2009
            
            
            38,043,000
            
            
            $
            380
            
            
            $
            101,745
            
            
            $
            (102,457
            )
            
            $
            (332
            )





See summary of
accounting policies and notes to financial statements.




F-5




Protecwerx
Inc.
 (A Development
Stage Company)
 Notes to the
Financial Statements


Note
1  Description
of Business and Significant Accounting
Policies




Protecwerx Inc.
(“Protecwerx”) was incorporated in the State of Nevada on October 16,
2007.  Protecwerx intends to develop, manufacture and sell protective
clothing devices for the general public and specifically operators of
recreational vehicles.




At January 31,
2009, substantially all of Protecwerx’s assets and operations are located and
conducted in Canada.





Summary of Significant
Accounting Policies





a) Development
Stage




Protecwerx is a
development stage company as defined in Financial Accounting Standards (“FAS”)
No. 7, as it is devoting substantially all of its efforts to developing markets
for its product and there have been no significant revenues from planned
principal operations from inception through January 31,
2009.  Consequently accumulated amounts are shown from the
commencement of this development stage, October 16, 2007.





b) Use of
Estimates





The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  While it is believed that such estimates are
reasonable, actual results could differ significantly from those
estimates.





c) C ash and Cash
Equivalents




For statement of
cash flows purposes, Protecwerx considers all cash on hand and in banks,
certificates of deposit and other highly-liquid investments with maturities of
three months or less, when purchased, to be cash and cash
equivalents.





d) Revenue
Recognition





Protecwerx
recognizes revenue in accordance with the criteria outlined in the Securities
Exchange Commission Staff Accounting Bulletin No. 104 (“SAB 104”) Revenue
Recognition.  Revenues will be recognized when persuasive evidence of
an arrangement exists, services have been rendered, the sales price is fixed or
determinable, and collectibility is reasonably assured.  As of January
31, 2009, Protecwerx had no revenues.





e) Research and
development




Costs incurred in
connection with the development of new products and manufacturing methods are
charged to selling, general and administrative expenses as incurred. From
inception through January 31, 2009, $8,000 was expensed as research and
development costs.




F-6





f) Income
Taxes




Protecwerx uses the
assets and liability method of accounting for income taxes pursuant to FAS No.
109 “Accounting for Income Taxes”.  Under the assets and liability
method of FAS No. 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.




Effective January
31, 2007, Protecwerx implemented the FASB Interpretation (“FIN”) No. 48,
“Accounting for Uncertainty in Income Taxes”.  The interpretation
clarifies the accounting for uncertainty in income taxes recognized in a
company’s financial statements in accordance with FAS No. 109. Specifically, the
pronouncement prescribes a recognition threshold and a measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return.  The interpretation also
provides guidance on the related derecognition, classification, interest and
penalties, accounting for interim periods, disclosure and transition of
uncertain tax position.





g)
B asic Loss Per
Share




Protecwerx reports
basic loss per share in accordance with FAS No. 128, “Earnings Per
Share”.  Basic earnings (loss) per share is computed by dividing the
net income (loss) available to common shareholders by the weighted average
number of common shares outstanding during the respective period presented in
our accompanying financial statements.  Fully diluted earnings (loss)
per share is computed similar to basic income (loss) per share except that the
denominator is increased to include the number of common stock equivalents
(primarily outstanding options and warrants).  At January 31, 2009,
Protecwerx had no outstanding common stock equivalents.





h) S tock based
compensation




Protecwerx
recognizes stock based compensation under SFAS No. 123(R). SFAS 123(R)
requires companies to measure the cost of employee services received in exchange
for an award of an equity instrument based on the grant-date fair value of the
award.  Protexwerx accounts for non-employee share-based awards in
accordance with EITF No. 96-18, “Accounting for Equity Instruments That Are
Issued to Other Than Employees for Acquisition, or in Conjunction with Selling,
Goods or Services.”





i) Currency
Translation





Protecwerx’s
functional and reporting currency is the United States dollar. Monetary assets
and liabilities denominated in foreign currencies are translated into United
States dollars at rates of exchange in effect at the balance sheet date in
accordance with SFAS No. 52, “Foreign Currency Translation”. Non-monetary
assets, liabilities and items recorded in income arising from transactions
denominated in foreign currencies are translated at rates of exchange in effect
at the date of the transaction. Foreign currency transactions are primarily
undertaken in Canadian dollars. Protecwerx has not, to the date of these
financials statements, entered into derivative instruments to offset the impact
of foreign currency fluctuations.  As of January, foreign currency
translations were nominal.





Note
2  Going
Concern





These financial
statements have been prepared in accordance with generally accepted accounting
principles applicable to a going concern, which assumes that Protecwerx will be
able to meet its obligations and continue its operations for its next fiscal
year.  Realization values may be substantially different from carrying
values as shown and these financial statements do not give effect to adjustments
that would be necessary to the carrying values and classification of assets and
liabilities should Protecwerx be unable to continue as a going
concern.  At January 31, 2009, Protecwerx had not yet achieved
profitable operations, has accumulated losses since its inception and expects to
incur further losses in the development of its business, all of which raise
substantial doubt about Protecwerx’s ability to continue as a going
concern.  Protecwerx’s ability to continue as a going concern is
dependent upon its ability to generate future profitable operations and/or to
obtain the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they come due.




F-7





Note 3 
Income
Taxes




The Company uses
the asset and liability method of accounting for deferred income taxes wherein
deferred tax assets and liabilities are determined based on the expected future
tax consequences of temporary differences between the carrying amounts of assets
and liabilities for financial and income tax reporting purposes at rates
expected to be in effect when the differences are realized. During fiscal 2009,
the Company incurred net losses and therefore has no current tax liability. The
net deferred tax asset generated by The Company’s net operating loss
carry-forwards has been fully reserved. The cumulative net operating loss
carry-forward is approximately $102,000 at January 31, 2009.




At January 31, 2009
and 2008, deferred tax assets consisted of the following:





2009
              
              
              2008Deferred tax
      assets
              
              $
              15,300
              
              
              $
              7,309Net operating
      losses
              
              
              (15,300
              )
              
              
              (7,309
              )Less:
      valuation allowanceNet deferred
      tax assets
              
              $
              -
              
              
              $
              -


Note
4 Related
Party Transactions




(a)
            On October
      16, 2007, the Company issued 30,000,000 shares of common stock to the
      President of the Company at $0.002 per share for cash proceeds of
      $60,000.




(b)
            On October
      16, 2007, the Company issued 5,000,000 shares of common stock to the
      spouse of the President of the Company at $0.002 per share for cash
      proceeds of $10,000.




(c)
            Starting in
      September 08, the Company’s president received a salary of $400 per month
      for a total paid or accrued during the year ended January 31, 2009 of
      $2,000.




(d)
            Starting in
      September 08, the Company paid $100 per month for the use of office space
      at the Company’s president’s residence for a total paid or accrued during
      the year ended January 31, 2009 of
$500.





Note
5 Common
Stock




(a)
            On October
      16, 2007, the Company issued 30,000,000 shares of common stock to the
      President of the Company at $0.002 per share for cash proceeds of
      $60,000.




(b)
            On October
      16, 2007, the Company issued 5,000,000 shares of common stock to the
      spouse of the President of the Company at $0.002 per share for cash
      proceeds of $10,000.




(c)
            On October
      30, 2007 the Company issued 3,000,000 shares of common stock to a non-US
      person at $0.004 per share for cash proceeds of
  $12,000.




(d)
            In December
      2007 the Company issued 14,000 shares of common stock to non-US people at
      $0.25 per share for proceeds of
$3,500.




(e)
            During March
      2008, the Company sold 16,500 shares of common stock at $.25 a share for
      total proceeds of $4,125.




(f)
            During April
      2008, the Company sold 12,500 shares of common stock at $1.00 a share for
      total proceeds of $12,500.





F-8




Item 9.  Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure





During the year
ended January 31, 2009, there have been no changes in or disagreements with our
principal independent accountants.




Item 9A.  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”)) as ofJanuary 31,
2009.  Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosures.




Based on that
evaluation, our management concluded, as of the end of the period covered by
this annual report, that our disclosure controls and procedures wereeffective in recording,
processing, summarizing and reporting information required to be disclosed,
within the time periods specified in the SEC’s rules and forms, andthatsuch information wasnotaccumulated and
communicated to management, including the Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required
disclosures.





Management Report on
Internal Control Over Financial Reporting





This annual report
does not include a report of management's assessment regarding internal control
over financial reporting or an attestation report of the company's registered
public accounting firm due to a transition period established by rules of the
Securities and Exchange Commission for newly public companies.




Changes in Internal
Controls





During the quarter
ended January 31, 2009 there were no changes in our internal control over
financial reporting that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.




Item 9B.  Other Information





None.




15


PART
III





Item 10.  Directors, Executive Officers and Corporate
Governance





The following table
sets forth the name, age and position of our sole executive officer and director
of as of May 1, 2009.





Name
            Age
            PositionDarrin Zinger
            44
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer, Director





Our sole director
will serve as a director until our next annual shareholder meeting or until his
successor is elected who accepts the position. Officers hold their positions at
the will of our Board of Directors, absent any employment agreement. There are
no arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of our
affairs.





Biography





Darrin
Zinger, President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary, Treasurer and Director





Darrin Zinger has
been our President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary, Treasurer and Director since September 13,
2008.




Mr. Zinger obtained
a Bachelor of Arts degree in law and accounting from Kingston University in
London, England in 1998, after playing 14 years of professional hockey in
Europe.  He was an Assistant Controller with Essential Software
Solutions, a private software company, from 1999 to 2001 and then a tax
associate with PricewaterhouseCoopers from 2001 to 2003.  From 2004 to
2008 Mr. Zinger was the President and Director of Palomino Resources Inc. and
from 2006 to 2008 he was the C.O.O. and Director of Walking Horse Energy Inc. He
has been an independent businessman since 2008.




Board of Directors and
Director Nominees





Our sole officer
and director, Darrin Zinger, is currently the only member of our Board of
Directors. We do not have a nominating committee of the Board, since the Board
as a whole selects individuals to stand for election as members. Since the Board
does not include a majority of independent directors, the decisions of the Board
regarding director nominees are made by persons who have an interest in the
outcome of the determination. The Board will consider candidates for directors
proposed by security holders, although no formal procedures for submitting
candidates have been adopted. Unless otherwise determined, at any time not less
than 90 days prior to the next annual Board meeting at which the slate of
director nominees is adopted, the Board will accept written submissions from
proposed nominees that include the name, address and telephone number of the
proposed nominee; a brief statement of the nominee’s qualifications to serve as
a director; and a statement as to why the security holder submitting the
proposed nominee believes that the nomination would be in the best interests of
the security holders. If the proposed nominee is not the same person as the
security holder submitting the name of the nominee, a letter from the nominee
agreeing to the submission of his or her name for consideration should be
provided at the time of submission. The letter should be accompanied by a résumé
supporting the nominee's qualifications to serve on the Board, as well as a list
of references.





The Board
identifies director nominees through a combination of referrals from different
people, including management, existing Board members and security holders. Once
a candidate has been identified, the Board reviews the individual's experience
and background and may discuss the proposed nominee with the source of the
recommendation. If the Board believes it to be appropriate, Board members may
meet with the proposed nominee before making a final determination whether to
include the proposed nominee as a member of the slate of director nominees
submitted to security holders for election to the Board.





Among the factors
that the Board considers when evaluating proposed nominees are their knowledge
of and experience in business matters, finance, capital markets and mergers and
acquisitions. The Board may request additional information from each candidate
prior to reaching any determination. The Board is under no obligation to
formally respond to all recommendations, although as a matter of practice, it
will endeavor to do so.




16





Director
Independence





Our securities are
quoted on the OTC Bulletin Board which does not have any director independence
requirements. Once we engage further directors and officers, we plan to develop
a definition of independence and scrutinize our Board of Directors with regard
to this definition.





Audit
Committee





The functions of
the audit committee are currently carried out by our Board of Directors. Our
Board has determined that we do not have an audit committee financial expert on
our Board carrying out the duties of the audit committee. The Board has
determined that the cost of hiring a financial expert to act as a director and
to be a member of the audit committee or otherwise perform audit committee
functions outweighs the benefits of having a financial expert on the audit
committee.





Significant
Employees





Other than our sole
officer and director, we do not expect any other individuals to make a
significant contribution to our business.





Family
Relationships





There are no family
relationships among our officers or directors.





No Legal
Proceedings





None of our
directors, executive officers, promoters or control persons has been involved in
any of the following events during the past five years:





·
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;





·
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





·
            being subject
      to any order, judgment, or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





·
            being found
      by a court of competent jurisdiction (in a civil action), the SEC or the
      Commodity Futures Trading Commission to have violated a federal or state
      securities or commodities law, and the judgment has not been reversed,
      suspended, or vacated.




17





Section 16(a) Beneficial
Ownership Compliance Reporting





Section 16(a) of
the Exchange Act requires our executive officers and directors, and persons who
beneficially own more than 10% of our equity securities (collectively, the
“Reporting Persons”), to file reports of ownership and changes in ownership with
the SEC. Reporting Persons are required by SEC regulation to furnish us with
copies of all forms they file pursuant to Section 16(a).  As we do not
have any securities registered under Section 12 of the Securities Exchange Act
of 1934, none of our Reporting Persons are required to file reports of ownership
and changes in ownership with the SEC.





Code of
Ethics





We
have not yet adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because we have not yet
finalized the content of such a code.





Item 11.  Executive Compensation





The following table
sets forth, as of January 31, 2009, the compensation paid to our President and
Chief Executive Officer and our Chief Financial Officer during the last two
completed fiscal years. No other officers or directors received annual
compensation in excess of $100,000 during the last two completed fiscal
years.




Summary
Compensation Table (1)


Name
      and Principal Position
            Year
            Salary
      ($)
            Total
      ($)Jerry Boyd
      (2)
            2007
            0
            02008
            0
            0Darrin Zinger
      (3)
            2008
            1,600
      (4)
            1,600





(1)
            Pursuant to
      Item 402(a)(5) of Regulation S-K tables and columns have been omitted
      where no compensation has been
awarded.





(2)
            Jerry Boyd
      was our President, Chief Executive Officer, Chief Financial Officer,
      Principal Accounting Officer, Secretary, Treasurer and director from
      inception on October 16, 2007 to September 13,
  2008.





(3)
            Darrin Zinger
      has been our President, Chief Executive Officer, Chief Financial Officer,
      Principal Accounting Officer, Secretary, Treasurer and director since
      September 13, 2008.





(4)
            Consists of a
      monthly fee of $400 for management services paid pursuant to the terms of
      a consulting agreement.





We
have made no grants of stock options or stock appreciation rights from October
16, 2007 (inception) to January 31, 2009.




18





Pension, Retirement or
Similar Benefit Plans





There are no
arrangements or plans in which we provide pension, retirement or similar
benefits to our directors or executive officers. We have no material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of the Board of Directors or a committee
thereof.





Compensation
Committee





We
currently do not have a compensation committee of the Board of Directors. The
Board as a whole determines executive compensation.





Compensation of
Directors





We
reimburse our directors for expenses incurred in connection with attending board
meetings but did not pay director's fees or other cash compensation for services
rendered as a director in the year ended January 31, 2009.





We
have no standard arrangement pursuant to which our directors are compensated for
their services in their capacity as directors. The Board of Directors may award
special remuneration to any director undertaking any special services on behalf
of our company other than services ordinarily required of a director. No
director received and/or accrued any compensation for services as a director,
including committee participation and/or special assignments.





Change of
Control





As
of May 1, 2009 we had no pension plans or compensatory plans or other
arrangements which provide compensation in the event of a termination of
employment or a change in our control.




Compensation Committee
Interlocks and Insider Participation




We
do not currently have a compensation committee of the Board of Directors or a
committee performing similar functions. The Board of Directors as a whole
participates in the consideration of executive officer and director
compensation.




Compensation Committee
Report




Our Chief Financial
Officer and Chief Executive Officer has reviewed the Compensation Discussion and
Analysis and the requirements pertaining to this item. She has determined that
no disclosure is necessary as we have not adopted any compensation programs and
we have approved that a statement to that effect be disclosed in this Form
10-K.




19




Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.





The following table
sets forth certain information concerning the number of shares of our common
stock owned beneficially as of May 1, 2009 by: (i) each of our directors, (ii)
each of our named executive officers, and (iii) owners of 5% or more of our
common stock. There was no other person or group known by us to beneficially own
more than 5% of the outstanding shares of our common stock. Unless otherwise
indicated, the persons listed below possess sole voting and investment power
with respect to the shares they own. The number of shares described below
includes shares which the beneficial owner described has the right to acquire
within 60 days of the date of this annual report.





Title
      of Class
            Name
      and Address ofBeneficial
      Owner
            Amount
      andNature
      ofBeneficialOwnership
              (#)
      (1)
            Percent
      ofClass
              (%)
      (2)Common 
      Shares
            Jerry Boyd
      (3)
              2292 West
      49th
      Ave
              Vancouver, BC
      V6M 2T9Canada
            35,000,000
      (4)
            92All Officers
      and Directors as a Group
            35,000,000
            92Common
      Shares
            Samson
      Chang
              7347
      Queenston Court
              Burnaby, BC
      V5A 3M5Canada
            3,000,000
            8





(1)
              The number
      and percentage of shares beneficially owned is determined under rules of
      the SEC and the information is not necessarily indicative of beneficial
      ownership for any other purpose. Under such rules, beneficial ownership
      includes any shares as to which the individual has sole or shared voting
      power or investment power and also any shares which the individual has the
      right to acquire within 60 days through the exercise of any stock option
      or other right. The persons named in the table have sole voting and
      investment power with respect to all shares of common stock shown as
      beneficially owned by them, subject to community property laws where
      applicable and the information contained in the footnotes to this
      table.




(2)
            Based on
      38,043,000 issued and outstanding shares of our common stock as of May 1,
      2009.




(3)
            Jerry Boyd
      was our director, President, CEO, CFO, PAO, Secretary and Treasurer from
      October 16, 2007 to September 13,
2008.




(4)
            Includes
      30,000,000 shares owned by Jerry Boyd and 5,000,000 owned by his wife,
      Francine Boyd.




20





Item 13.  Certain Relationships, Related Transactions and
Director Independence




Pursuant to a
consulting agreement between us and Darrin Zinger, our sole director and
officer, entered into on September 13, 2008, Ms. Williams will provide all
services expected from a director and Chief Executive Officer of a
company.  The agreement is effective as of September 13, 2008 and
continues until terminated by either Mr .Zinger or the Company.




Mr. Zinger will
receive a monthly base salary which will depend on the success he has promoting
and selling our Ankle Armor technology. Mr. Zinger shall be paid according to
the following schedule:




·
            a monthly fee
      of $400;




·
            a monthly fee
      of $1,400 if the Company sells an aggregate of 5,000 units of its Ankle
      Armor product;




·
            a monthly fee
      of $4,900 if the Company sells an aggregate of 50,000 units of its Ankle
      Armor product; or




·
            a monthly fee
      of $14,900 if the Company sells an aggregate of over 500,000 units of its
      Ankle Armor product




During the year
ended January 31, 2009, we had not entered into any other transactions with our
sole officer and director, our former sole officer and director, or persons
nominated for these positions, beneficial owners of 5% or more of our common
stock, or family members of these persons wherein the amount involved in the
transaction or a series of similar transactions exceeded the lesser of $120,000
or 1% of the average of our total assets for the last three fiscal
years.





Item 14.  Principal Accountant Fees and
Services





Audit and Non-Audit
Fees





The following table
sets forth the fees for professional audit services and the fees billed for
other services rendered by our auditors in connection with the audit of our
financial statements for the years ended January 31, 2009 and 2008, and any
other fees billed for services rendered by our auditors during these
periods.





Malone
      & Bailey, P.C.Period
      from October 16, 2007 to January 31, 2008Audit
      fees
            
            $
            12,480Audit-related
      fees
            
            
            0Tax
      fees
            
            
            0All other
      fees
            
            
            0Total
            
            $
            12,480








Malone
      & Bailey, P.C.Period
      from February 1, 2008 to January 31, 2009Audit
      fees
            
            $
            8,410Audit-related
      fees
            
            
            0Tax
      fees
            
            
            0All other
      fees
            
            
            0Total
            
            $
            8,410




Since our
inception, our Board of Directors, performing the duties of the audit committee,
has reviewed all audit and non-audit related fees at least annually. The Board,
acting as the audit committee, pre-approved all audit related services for the
year ended January 31, 2009.






21




PART
IV





Item 15.  Exhibits, Financial Statement
Schedules





(a)(1) Financial
Statements





See our Financial
Statements set forth on page F-1 of this annual report.





(a)(2) Financial Statement
Schedules





None. The financial
statement schedules are omitted because they are inapplicable or the requested
information is shown in our financial statements or the related notes
thereto.





Exhibits





Exhibit
              Number
            Exhibit
              Description10.1
            Consulting
      Agreement between the Company and Darrin Zinger dated September 13, 2008.
      (1)31.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002




(1) Filed with the
SEC on September 15, 2008 as an Exhibit to our Current Report on Form
8-K.




22




SIGNATURES





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





PROTECWERX
      INC.Date:
      May 1, 2009
            By:
            /s/
      Darrin ZingerDarrin
      ZingerPresident,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer,
Director





Pursuant to the
requirements of the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





SIGNATURES
            
            TITLE
            
            DATE/s/
      Darrin Zinger
            
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer, Director
            
            May 1,
      2009Darrin
      Zinger