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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 20549

FORM 10-QSB

x  Quarterly
  Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended November 30, 2004.

 ̈  Transition
  Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period __________________ to __________________

Commission File Number333-115637

Pro-Tech Holdings Ltd.
  (Exact name of small Business Issuer as specified in its charter)

|Nevada                                                | 41-2122221                       
|----------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of                       | (IRS Employer Identification No.)
|incorporation or organization)                        |                                  
|                                                      |                                  
|Box 18, Suite 323-595 Howe Street                     |                                  
|Vancouver, British Columbia, Canada                   | V6C 2T5                          
|(Address of principal executive offices)              | (Postal or Zip Code)             
|                                                      |                                  
|Issuer’s telephone number, including area
      code: | 604-682-8468                     

____________________________________________________________
  
  (Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) 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 such
  shorter period 
  that the issuer was required to file such reports), and (2) has been subject
  to such filing 
  requirements for the past 90 days    x  
  Yes      ̈  
  No

State the number of shares outstanding of each of the issuer’s
  classes of common stock, as of the latest 
  practicable date: 9,100,000 Shares of $0.001 par value Common
  Stock issued and outstanding as of 
  November 30, 2004.

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PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310 (b)
  of Regulation S-B, and, therefore, 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. 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 nine months ended November 30, 2004 are not
  necessarily indicative of the results that can be expected for the year ending
  February 28, 2005.

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PRO–TECH HOLDINGS LTD.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2004

(Stated in US Dollars)

(Unaudited)

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PRO–TECH HOLDINGS LTD.
  INTERIM CONSOLIDATED BALANCE SHEETS November 30, 2004 and February 29, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                                                   |   | November 30, |   |   | February 29, |  
|------------------------------------------------------------------ | - | ------------ | - | - | ------------ | -
|                                                                   |   | 2004         |   |   | 2004         |  
|                                                                   |   |              |   |   |              |  
|ASSETS                                                             |  
|                                                                   |   |              |   |   |              |  
|Current                                                            |   |              |   |   |              |  
|Cash                                                               | $ | -            |   | $ | 57,183       |  
|Accounts receivable
      (net of allowance of $31,341)            |   | 9,144        |   |   | 35,641       |  
|Inventory                                                          |   | 15,185       |   |   | 12,461       |  
|Prepaid expenses and
      deposits                                |   | 1,192        |   |   | 636          |  
|                                                                   |   |              |   |   |              |  
|                                                                   |   | 25,521       |   |   | 105,921      |  
|Goodwill                                                           |   | 90,152       |   |   | 90,152       |  
|                                                                   |   |              |   |   |              |  
|                                                                   | $ | 115,673      |   | $ | 196,073      |  
|                                                                   |   |              |   |   |              |  
|LIABILITIES                                                        |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|Current                                                            |   |              |   |   |              |  
|Bank overdraft                                                     | $ | 4,878        |   | $ | -            |  
|Accounts payable and
      accrued liabilities – Note 3            |   | 105,291      |   |   | 85,368       |  
|Due to related parties
      – Note 3                              |   | 66,436       |   |   | 53,093       |  
|Loan payable                                                       |   | 13,739       |   |   | 9,953        |  
|                                                                   |   |              |   |   |              |  
|                                                                   |   | 190,344      |   |   | 148,414      |  
|                                                                   |   |              |   |   |              |  
|STOCKHOLDERS’ EQUITY (DEFICIENCY)                                  |   |              |   |   |              |  
|                                                                   |   |              |   |   |              |  
|Capital stock                                                      |   |              |   |   |              |  
|Common stock, $0.001
      par value, 70,000,000 shares authorized |   |              |   |   |              |  
|Preferred stock, $0.001
      par value, 5,000,000 shares          |   |              |   |   |              |  
|authorized                                                         |   |              |   |   |              |  
|9,100,000 common shares
      issued and outstanding               |   | 9,100        |   |   | 9,100        |  
|Additional paid-in capital                                         |   | 49,000       |   |   | 49,000       |  
|Accumulated other comprehensive loss                               |   | (16,856      | ) |   | -            |  
|Deficit                                                            |   | (115,915     | ) |   | (10,441      | )
|                                                                   |   |              |   |   |              |  
|                                                                   |   | (74,671      | ) |   | 47,659       |  
|                                                                   |   |              |   |   |              |  
|                                                                   | $ | 115,673      |   | $ | 196,073      |  

SEE ACCOMPANYING NOTES

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PRO–TECH HOLDINGS LTD.
  INTERIM CONSOLIDATED STATEMENT OF OPERATIONS 
  for the three and nine month period ended November 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                                     |   | Three months |   |   | Nine months  |  
|---------------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                                     |   | ended        |   |   | ended        |  
|                                                     |   | November 30, |   |   | November 30, |  
|                                                     |   | 2004         |   |   | 2004         |  
|                                                     |   |              |   |   |              |  
|Sales                                                | $ | 32,533       |   | $ | 146,765      |  
|                                                     |   |              |   |   |              |  
|Cost of sales                                        |   | 13,784       |   |   | 89,661       |  
|                                                     |   |              |   |   |              |  
|Gross profit                                         |   | 18,749       |   |   | 57,104       |  
|                                                     |   |              |   |   |              |  
|Expenses                                             |   |              |   |   |              |  
|Accounting and audit
      fees                      |   | 9,605        |   |   | 25,113       |  
|Advertising                                          |   | 5,833        |   |   | 14,074       |  
|Auto expenses                                        |   | 2,290        |   |   | 9,996        |  
|Bad debts (recovery)                                 |   | (2,198       | ) |   | 15,494       |  
|Bank charges and interest                            |   | 1,633        |   |   | 5,060        |  
|Consulting fees –
      Note 3                       |   | 10,876       |   |   | 45,678       |  
|Filing and listing
      fees                        |   | 2,774        |   |   | 2,774        |  
|Investor relations                                   |   | 466          |   |   | 1,864        |  
|Legal fees                                           |   | 1,942        |   |   | 5,250        |  
|Office and general                                   |   | 425          |   |   | 7,560        |  
|Rent – Note
      3                                  |   | 2,677        |   |   | 16,587       |  
|Salaries and benefits                                |   | 72           |   |   | 3,060        |  
|Telephone                                            |   | 2,902        |   |   | 6,859        |  
|Transfer agent fees                                  |   | 1,000        |   |   | 1,000        |  
|Travel                                               |   | 49           |   |   | 2,120        |  
|                                                     |   |              |   |   |              |  
|                                                     |   | 40,346       |   |   | 162,489      |  
|                                                     |   |              |   |   |              |  
|Loss before other item                               |   | (21,597      | ) |   | (105,385     | )
|                                                     |   |              |   |   |              |  
|Other item                                           |   |              |   |   |              |  
|Foreign exchange loss                                |   | -            |   |   | (89          | )
|                                                     |   |              |   |   |              |  
|Net loss for the period                              | $ | (21,597      | ) | $ | (105,474     | )
|                                                     |   |              |   |   |              |  
|Basic and diluted loss per share                     | $ | (0.00        | ) | $ | (0.01        | )
|                                                     |   |              |   |   |              |  
|Weighted average number of common shares outstanding |   | 9,100,000    |   |   | 9,100,000    |  

SEE ACCOMPANYING NOTES

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PRO–TECH HOLDINGS LTD.
  INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS 
  for the three and nine month period ended November 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                              |   | Three months |   |   | Nine months  |  
|--------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                              |   | ended        |   |   | ended        |  
|                                              |   | November 30, |   |   | November 30, |  
|                                              |   | 2004         |   |   | 2004         |  
|                                              |   |              |   |   |              |  
|Net loss                                      | $ | (21,597      | ) | $ | (105,474     | )
|                                              |   |              |   |   |              |  
|Other Comprehensive Loss                      |   |              |   |   |              |  
|Foreign
      currency translation adjustment |   | (14,199      | ) |   | (16,856      | )
|                                              |   |              |   |   |              |  
|Comprehensive loss                            | $ | (35,796      | ) | $ | (122,330     | )

SEE ACCOMPANYING NOTES

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PRO–TECH HOLDINGS LTD.
  INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS 
  for the nine month period ended November 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                                           |   | Nine months  |  
|---------------------------------------------------------- | - | ------------ | -
|                                                           |   | ended        |  
|                                                           |   | November 30, |  
|                                                           |   | 2004         |  
|                                                           |   |              |  
|Operating Activities                                       |   |              |  
|Net loss for the period                                    | $ | (105,474     | )
|Changes in non-cash
      working capital items related to |   |              |  
|operations:                                                |   |              |  
|Accounts receivable                                        |   | 26,497       |  
|Inventory                                                  |   | (2,724       | )
|Prepaid expenses and deposits                              |   | (556         | )
|Accounts payable and accrued liabilities                   |   | 19,923       |  
|                                                           |   |              |  
|Cash used in operating activities                          |   | (62,334      | )
|                                                           |   |              |  
|Financing Activities                                       |   |              |  
|Bank overdraft                                             |   | 4,878        |  
|Increase in due to
      related parties                   |   | 13,343       |  
|Increase in loans
      payable                            |   | 3,786        |  
|                                                           |   |              |  
|Cash provided by financing activities                      |   | 22,007       |  
|                                                           |   |              |  
|Effect of foreign exchange rate changes on cash            |   | (16,856      | )
|                                                           |   |              |  
|Decrease in cash during the period                         |   | (57,183      | )
|                                                           |   |              |  
|Cash, beginning of the period                              |   | 57,183       |  
|                                                           |   |              |  
|Cash, end of the period                                    | $ | -            |  
|                                                           |   |              |  
|Supplemental disclosure of cash flow information           |   |              |  
|Cash paid for:                                             |   |              |  
|Interest                                                   | $ | -            |  
|                                                           |   |              |  
|Income taxes                                               | $ | -            |  

SEE ACCOMPANYING NOTES

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PRO–TECH HOLDINGS LTD.
  INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY) 
  for the period December 23, 2003 (Date of Inception) to November 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|                                             |              |  |   |           |  |   | Additional    |  |   | Other   |   |   |          |   |   |          |  
|-------------------------------------------- | ------------ |  | - | --------- |  | - | ------------- |  | - | ------- | - | - | -------- | - | - | -------- | -
|                                             | Common Stock |  |   | Paid-in   |  |   | Comprehensive |  |   |         |   |   |          |  
|                                             | Number       |  |   | Par Value |  |   | Capital       |  |   | Loss    |   |   | Deficit  |   |   | Total    |  
|Issuance of common stock                     |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|for cash – at
      $0.001                   | 5,100,000    |  | $ | 5,100     |  | $ | -             |  | $ | -       |   | $ | -        |   | $ | 5,100    |  
|                                             |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|Issuance of common stock for acquisition     |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|of Power Grow
      System Ltd.  – at $0.001 | 3,000,000    |  |   | 3,000     |  |   | -             |  |   | -       |   |   | -        |   |   | 3,000    |  
|                                             |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|Issuance of common stock forcash – at $0.05  | 1,000,000    |  |   | 1,000     |  |   | 49,000        |  |   | -       |   |   | -        |   |   | 50,000   |  
|                                             |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|Net loss for the period                      | -            |  |   | -         |  |   | -             |  |   | -       |   |   | (10,441  | ) |   | (10,441  | )
|                                             |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|Balance, February 29, 2004                   | 9,100,000    |  |   | 9,100     |  |   | 49,000        |  |   | -       |   |   | (10,441  | ) |   | 47,659   |  
|                                             |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|Other comprehensive loss for the period      | -            |  |   | -         |  |   | -             |  |   | (16,856 | ) |   | -        |   |   | (16,856  | )
|                                             |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|Net loss for the period                      | -            |  |   | -         |  |   | -             |  |   | -       |   |   | (105,474 | ) |   | (105,474 | )
|                                             |              |  |   |           |  |   |               |  |   |         |   |   |          |   |   |          |  
|Balance, November 30, 2004                   | 9,100,000    |  | $ | 9,100     |  | $ | 49,000        |  | $ | (16,856 | ) | $ | (115,915 | ) | $ | (74,671  | )

SEE ACCOMPANYING NOTES

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PRO–TECH HOLDINGS LTD.
  NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS 
  November 30, 2004
  (Stated in US Dollars)
  (Unaudited)

|Note 1 | Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | While the information presented
        in the accompanying nine months to November 30, 2004 financial statements
        is unaudited, it includes all adjustments which are, in the opinion of
        management, necessary to present fairly the financial position, result
        of operations and cash flows for the interim period presented in accordance
        with the accounting principles generally accepted in the United States
        of America. 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
        quarter ended November 30, 2004 are not necessarily indicative of the
        results that can be expected for the year ending February 28, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 2 | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | These consolidated financial
        statements include the accounts of the Company and its wholly- owned subsidiary,
        Power Grow System Ltd. All inter-company transactions and account balances
        have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 3 | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | During the nine months ended
        November 30, 2004, the Company incurred rent of $2,700 (three months
        ended November 30, 2004: $900) charged by a company with a director
        in common with the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | During the nine months ended
        November 30, 2004, the Company incurred consulting fees of $34,031
        (three months ended November 30, 2004: $10,876) charged by companies
        with directors in common with the Company. These companies are owned by
        Nick Brusatore and Jason Bleuler.                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | These charges were measured
        by the exchange amount which is the amount agreed upon by the transacting
        parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Included in accounts payable
        at November 30, 2004 is $3,716 (February 29, 2004: $Nil) owing
        to directors and to a company with directors in common. This company is
        owned by Nick Brusatore and Jason Bleuler.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The amounts due to related
        parties represent advances and unpaid charges due to directors or to companies
        with directors in common with the Company and such advances are unsecured,
        non-interest bearing and have no specific terms of repayment. These companies
        are owned by Nick Brusatore and Jason Bleuler.                                                                                                                                                                                                                                                                                                                                                                          

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Item 2. Plan of Operation

Acquisition of Power Grow System Ltd.

We were incorporated on December 23, 2003 under the laws of
  the State of Nevada for the purpose of identifying and securing business opportunities
  in the plants growing equipment manufacturing industry.

Pursuant to an agreement dated February 2, 2004 and completed
  on February 29, 2004, we acquired 100% of the issued and outstanding shares
  of Power Grow System Ltd., a private British Columbia company. Pursuant to this
  agreement, Power Grow System Ltd. became our wholly owned subsidiary. In consideration
  of the transfer of all of the outstanding shares of Power Grow System Ltd.,
  we issued a total of 3,000,000 shares of our common stock to the two Power Grow
  shareholders of which 1,500,000 were issued to Mr. Bleuler and 1,500,000 to
  Mr. Brusatore. These shares are subject to Rule 144 trading restrictions. In
  connection with the agreement, Mr. Bleuler was appointed to our Board of Directors.
  Both Mr. Bleuler and Mr. Brusatore remained directors of our subsidiary. We
  also agreed to lend, without any fixed terms of repayment, the sum of $6,000
  to Power Grow System Ltd. in order to cover the costs associated with obligations
  incurred relating to the closing of the agreement. We commenced merged operation
  with our wholly owned subsidiary on February 29, 2004.

Power Grow System Ltd. was incorporated pursuant to the laws
  of British Columbia on August 20, 2001 for the purpose of designing, manufacturing
  and marketing sophisticated hydroponics plant growing equipment to be marketed
  in Canada and the United States to nurseries, garden centers, specialized hydroponics
  equipment shops, gardeners and home hobbyists who wish to grow their own fresh
  fruits, flowers, herbs and vegetables, year round, faster than conventional
  gardening, organically and free of outdoor pollutants, pests and weeds. Since
  its formation in August 2001, our wholly owned subsidiary has been successfully
  manufacturing and marketing three individual models of the hydroponics plant
  growing equipment.

Presently, we generate revenues from selling our four hydroponics
  equipment models to nurseries, garden centers, specialized hydroponics equipment
  shops and home hobbyists who wish to grow their own fresh fruits, flowers, herbs
  and vegetables year round in a manner that is faster than conventional gardening
  as well as organic and free of outdoor pollutants, pests and weeds. We receive
  $2,195 for each sale of one of our Single 600 Flower System, $2,995
  for each sale of a Single-600 System and $3,995 for each sale of a Dual-600
  System and $1,400 for each of our newly developed F 400 System.

For the nine months period ending November 30, 2004, we have
  manufactured and marketed, in the Vancouver metropolitan area and in the United
  States, an average of 9 hydroponics plant growing equipment units per month.

As of November 30, 2004 we had total assets of $115,673,
  including accounts receivable of $9,144, prepaid expenses of $1,192,
  inventory of $15,185 and goodwill of $90,152. The cash and equivalents
  represent the Company present source of liquidity.

Our liabilities at November 30, 2004 totaled $190,344,
  consisting of bank overdraft of $4,878, $105,291 in accounts payables,
  $66,436 due to related parties and $13,739 in loans payables.

---

For the nine months period commencing on March 1, 2004, date
  we commenced merged operations, and ending November 30, 2004 we generated gross
  revenues of $146,765 and weincurred a net loss for the same period
  of $105,474 .

During the three months period ended November 30, 2004 we
  generated gross revenues of $32,533 and incurred net losses of $21,597
  for the period.

We have not realized significant revenues from the date of
  our merger with our wholly owned subsidiary to November 30, 2004, and we are
  presently operating at an ongoing deficit. Our ability to continue as an ongoing
  concern is dependent on our ability to generate revenues from expanded operation.
  Failing that we will need to raise additional capital, either debt or equity
  capital, to fund future operation and ultimately to attain profitable operation.

We anticipates that additional funding will be required in
  the form of debt financing or equity financing secured by the sale of our common
  stock to fund the development of our wholly owned subsidiary. There is no assurance
  that we will be able to secure additional sales of our common stock sufficient
  to fund our future development. Presently we do not have any arrangements in
  place with any related or unrelated third parties for future equity or debt
  financing.

In order to become profitable, we must expand our operations
  by increasing our production and distribution in the United States and Vancouver
  area to an average of 20 hydroponics plant growing equipment units every month
  and generate gross revenues from operation of approximately $61,200 every
  month. We have completed the development of a new, self contained and compact
  hydroponics plant growing equipment model called the F400 and sales of this
  model commenced in December 2004. We anticipate that sales of this new model
  will eventually represent 25% of our total units sales. We must also secure
  additional retail outlets and end users to purchase our hydroponics plant growing
  equipment units in order to achieve the projected $61,200 per month gross
  revenue level to be profitable. Initially, along with the marketing of our websites,
  we will rely on our directors and officers to contact additional retail outlets
  regarding the possibility of purchasing and marketing our hydroponics units.
  As our operations expand and we generate significant revenue, we intend to hire
  sales personnel for the purpose of securing additional sales. At present we
  have no plans to expand the production and distribution of our products outside
  of United States and Canada. Depending on our success in implementing our plan
  of operation in the existing area of production and distribution, we would evaluate
  the possibility of expansion into other geographical areas.

In addition to the general expenses related to the development,
  manufacturing, marketing and shipping our hydroponics equipment units, we anticipates
  incurring approximately $43,800 for administrative expenses related to disclosures
  and regulatory compliance matters including accounting and audit costs ($22,000)
  legal fees ($10,000), rent and office costs ($3,600), telephone costs
  ($1,000), Edgar filings ($1,800) and general administrative costs ($5,400)
  over the next 12 months.

On May 19, 2004, we filed an SB2 Registration Statement with
  The Security and Exchange Commission of the United States (SEC) in order to
  gain a reporting Status in the United States and in order to register our common
  stock. On December 7, 2004, we received the effective status with the SEC becoming
  a fully reporting company in the United States.

We have retained a market maker to sponsor a 15c211 application
  with the National Association of Securities Dealers (NASD) in order to have
  our common shares posted for trading on the NASD Over the Counter Bulletin Board
  (OTC BB) upon approval of this application. The 15c211 application has been
  accepted by NASD and, on January 11, 2004, our common shares were posted for
  trading on the OTC BB with the trading symbol of PTHD. OB.

---

Forward-Looking Statements

This Form 10-QSB includes -" forward-looking statements" within
  the meaning of the "safe-harbor" provisions of the Private Securities Litigation
  Reform Act of 1995. Such statements are based on management's current expectations
  and are subject to a number of factors and uncertainties that could cause actual
  results to differ materially from those described in the forward-looking statements.

All statements other than historical facts included in this
  Form, including without limitation, statements under "Plan of Operation", regarding
  our financial position, business strategy, and plans and objectives of management,
  are forward-looking statements.

Although we believes that the expectations reflected in such
  forward-looking statements are reasonable, we can give no assurance that such
  expectations will prove to have been correct. Important factors that could cause
  actual results to differ materially from our expectations include, but are not
  limited to, market conditions, competition and the ability to successfully complete
  financing.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. Management
  is not aware of any threatened litigation, claims or assessments.

Item 2. Changes in Securities

None

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits and Report on Form 8-K

|31.1 | Certification of Chief Executive Officer pursuant
      to Section 302 of the Sarbanes- Oxley Act of 2002 
|---- | ----------------------------------------------------------------------------------------------------------
|     |                                                                                                           
|31.2 | Certification of Chief Accounting Officer pursuant
      to Section 302 of the Sarbanes- Oxley Act of 2002

|32.1 | Certification
        of Chief Executive Officer pursuant to 18 U.S.C. section 1350,as
        adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002. 
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                   
|32.2 | Certification
        of Chief Accounting Officer pursuant to U. S. C. section 1350, as adopted
        pursuant to section 906 of the Sarbanes-Oxley act of 2002.

There were no reports filed on Form 8-K during the three month period ended
  June 30, 2004.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

Pro-Tech Holdings Ltd.

/s/ Robert Hoegler
  Robert Hoegler, Director

Date: January 14, 2005.

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