U.S.
Securities and Exchange Commission


Washington,
D.C. 20549







FORM
10-Q









(Mark
One)




xQuarterly
Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934




For the
quarterly period ended June 30, 2009





oTransition
Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act




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







Commission File No.000-53013









Pro-Tech
Industries, Inc.


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




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




8540
Younger Creek DR, #2


Sacramento,
CA 95828


(Address
of principal executive offices)





(916)
388-0255


(Issuer’s
telephone number)





(Meltdown
Massage & Body Works, Inc.)


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





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


None


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


Common
Stock, $0.001 par value per share


(Title
of Class)





Indicate
by check mark whether the Registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements
for the past 90 days:  Yes x
    No  ̈




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes oNo o





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





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





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





Transitional
Small Business Disclosure Format (check one): Yes oNo x





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


Class
            
            Outstanding
      at  August 14, 2009Common
      stock, $0.001 par value
            
            18,630,000













PRO-TECH
INDUSTRIES, INC.


(FORMERLY
MELTDOWN MASSAGE AND BODY WORKS, INC.)





INDEX
TO FORM 10-Q FILING


JUNE
30, 2009





TABLE
OF CONTENTS





PART
I


FINANCIAL
INFORMATION





Page
              NumbersPART
      I - FINANCIAL INFORMATIONItem 1.
            
            Condensed
      Consolidated Financial Statements (unaudited)Condensed
      Consolidated Balance Sheets
            
            4Condensed
      Consolidated Statements of Operations
            
            5Condensed  Consolidated
      Statement of Stockholders’ Equity
            
            6Condensed
      Consolidated Statement of Cash Flows
            
            7Notes
      to Condensed Consolidated Financial Statements
            
            8Item 2.
            
            Management
      Discussion & Analysis of Financial Condition and Results of
      Operations
            
            20Item 3
            
            Quantitative
      and Qualitative Disclosures About Market Risk
            
            26Item 4.
            
            Controls
      and Procedures
            
            26PART
      II - OTHER INFORMATIONItem1
            
            Legal
      Proceedings
            
            27Item1A
            
            Risk
      Factors
            
            27Item 2.
            
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            30Item 3.
            
            Defaults
      Upon Senior Securities
            
            30Item 4.
            
            Submission
      of Matters to a Vote of Security Holders
            
            30Item 5
            
            Other
      information
            
            30Item 6.
            
            Exhibits
            
            30Signature
            
            31CERTIFICATIONSExhibit
      31 – Management certificationExhibit
      32 – Sarbanes-Oxley Act




2


PART
I – FINANCIAL INFORMATION





ITEM
1 – FINANCIAL STATEMENTS





Pro-Tech
Industries, Inc.




(formerly
Meltdown Massage and Body Works, Inc.)




Index to Financial
Statements





PageCondensed
      Consolidated Balance Sheets as of June 30, 2009 (Unaudited) and December
      31, 2008
            
            4Unaudited
      Condensed Consolidated Statements of Operations for the three and six
      months ended June 30, 2009 and 2008
            
            5Unaudited
      Condensed Consolidated Statement of Stockholders’ Equity for the six
      months ended June 30, 2009
            
            6Unaudited
      Condensed Consolidated Statement of Cash Flows for the six
      months  ended June 30, 2009 and 2008
            
            7Notes
      to Unaudited Condensed Consolidated Financial Statements
            
            8
      ~19





3


PRO-TECH
INDUSTRIES, INC.


(FORMERLY
MELTDOWN MASSAGE AND BODY WORKS, INC.)




CONDENSED
CONSOLIDATED BALANCE SHEETS


June 30,
              2009
            
            
            December 31,
              2008ASSETS
            
            (unaudited)Current
      Assets:Cash
      and cash equivalents
            
            $
            23,279
            
            
            $
            86,895Contract
      receivable, net of allowance for doubtful accounts  as
      of  June 30, 2009 and
              December
      31, 2008, of $34,000 and $110,000 respectively (Note D)
            
            
            4,235,809
            
            
            
            4,638,401Costs
      and estimated earnings in excess of billings (Note E)
            
            
            112,116
            
            
            
            146,338Note
      receivable – related party
            
            
            -
            
            
            
            142,543Other
      current assets
            
            
            136,630
            
            
            
            87,963Total
      current assets
            
            
            4,507,834
            
            
            
            5,102,140Property
      and equipment: (Note G)
            
            
            607,706
            
            
            
            587,373Less:
      accumulated depreciation
            
            
            528,536
            
            
            504,028Net
      property and equipment
            
            
            79,170
            
            
            
            83,345Other
      Assets:Intangibles,
      net of  accumulated amortization as of  June 30, 2009
      and
              December
      31, 2008, of $76,375 and $20,000, respectively (Note H)
            
            
            558,679
            
            
            
            -Deposits
            
            
            14,974
            
            
            
            10,856TOTAL
      ASSETS
            
            $
            5,160,657
            
            
            $
            5,196,341LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      Liabilities:Accounts
      payable and accrued expenses (Note I)
            
            $
            1,682,266
            
            
            $
            1,945,178Notes
      payable – others –current portion (Note L)
            
            
            212,179
            
            
            
            172,025Accruals
      on uncompleted contracts (Note E)
            
            
            312,447
            
            
            
            712,252Deferred
      tax liability - current portion, net (Note K)
            
            
            141,081
            
            
            
            110,150Reserve
      for loss on uncompleted contracts
            
            
            -
            
            
            
            20,995Line
      of credit (Note J)
            
            
            950,000
            
            
            
            655,500Total
      current liabilities
            
            
            3,297,973
            
            
            
            3,616,100Long
      -Term Liabilities:Notes
      payable- others  – long term portion (Note L)
            
            
            513,271
            
            
            
            518,030Deferred
      taxes, net (Note K)
            
            
            84,835
            
            
            
            148,650598,106
            
            
            
            666,680Commitments
      and contingencies (Note O)
            
            
            -
            
            
            
            -Stockholders'
      Equity: (Note M)Common
      Stock, $0.001 par value; 70,000,000 shares
      authorized;
              18,630,000
      and  14,600,000 shares issued and outstanding at June 30, 2009
      and
              December
      31, 2008, respectively  (Note M)
            
            
            18,630
            
            
            
            14,600Additional
      paid in capital
            
            
            1,517,431
            
            
            
            898,961Deferred
      compensation
            
            
            (168,750
            )
            
            
            -Accumulated
      deficit
            
            
            (102,733
            )
            
            
            -Total
      stockholders’ equity
            
            
            1,264,578
            
            
            
            913,561TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            5,160,657
            
            
            $
            5,196,341




See
accompanying notes to these unaudited condensed consolidated financial
statements




4


PRO-TECH
INDUSTRIES, INC.


(FORMERLY
MELTDOWN MASSAGE AND BODY WORKS, INC.)




CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS


(UNAUDITED)





Three
      Months Ended June 30, 2009
            
            
            Three Months Ended June
      30, 2008
            
            
            Six
      Months Ended June 30, 2009
            
            
            Six Months Ended June
      30, 2008Net
      revenue
            
            $
            4,708,134
            
            
            $
            3,894,704
            
            
            $
            9,069,955
            
            
            $
            6,754,709Cost
      of sales
            
            
            3,109,302
            
            
            
            2,453,446
            
            
            
            5,639,976
            
            
            
            4,671,523Gross
      profit
            
            
            1,598,832
            
            
            
            1,441,258
            
            
            
            3,429,979
            
            
            
            2,083,185Operating
      Expenses:Depreciation
      and amortization (Note G & H)
            
            
            44,260
            
            
            
            12,818
            
            
            
            80,883
            
            
            
            24,718Selling,
      general and administrative
            
            
            1,838,801
            
            
            
            1,153,253
            
            
            
            3,428,658
            
            
            
            2,227,477Total
      Operating Expenses
            
            
            1,883,061
            
            
            
            1,166,071
            
            
            
            3,509,541
            
            
            
            2,252,195(Loss)
      Income from Operations
            
            
            (284,229
            )
            
            
            275,187
            
            
            
            (79,562
            )
            
            
            (169,010
            )Other
      Income (Expense):Interest
      expense, net
            
            
            (30,627
            )
            
            
            (26,530
            )
            
            
            (52,647
            )
            
            
            (39,251
            )Total
      Other Expenses
            
            
            (30,627
            )
            
            
            (26,530
            )
            
            
            (52,647
            )
            
            
            (39,251
            )Net
      (loss) income  before provision for income taxes
            
            
            (314,855
            )
            
            
            248,658
            
            
            
            (132,209
            )
            
            
            (208,261
            )Income
      tax benefit (expense)
            
            
            89,792
            
            
            
            -
            
            
            
            29,476
            
            
            
            (5,000
            )Net
      (loss) Income
            
            $
            (225,063
            )
            
            $
            248,658
            
            
            $
            (102,733
            )
            
            $
            (213,261
            )Net
      (loss) income  per common share outstanding , basic and
      diluted
            
            $
            (0.01
            )
            
            $
            0.02
            
            
            $
            (0.01
            )
            
            $
            (0.02
            )Weighted average shares
      outstanding
            
            
            17,772,107
            
            
            
            10,100,000
            
            
            
            17,486,713
            
            
            
            10,100,000




See
accompanying notes to these unaudited condensed consolidated financial
statements





5




PRO-TECH
INDUSTRIES, INC.


(FORMERLY
MELTDOWN MASSAGE AND BODY WORKS, INC.)




CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY


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


(UNAUDITED)





Common Shares
            
            
            Amount
            
            
            Additional Paid in Capital
            
            
            Deferred
              Compensation
            
            
            Accumulated Deficit
            
            
            Total Stockholders’
    EquityBalance
      at January1, 2009
            
            
            14,600,000
            
            
            $
            14,600
            
            
            $
            898,961
            
            
            $
            -
            
            
            $
            -
            
            
            $
            913,561Shares
      issued for Conesco, Inc. @ $0.127 per share
            
            
            3,000,000
            
            
            
            3,000
            
            
            
            378,000
            
            
            
            -
            
            
            
            -
            
            
            
            381,000Shares
      issued to employees @ $0.144 per share
            
            
            1,000,000
            
            
            
            1,000
            
            
            
            143,000
            
            
            
            (120,000
            )
            
            
            -
            
            
            
            24,000Shares
      issued for board compensation @$3.25
            
            
            30,000
            
            
            
            30
            
            
            
            97,470
            
            
            
            (48,750
            )
            
            
            
            
            
            
            48,750Net  loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (102,733
            )
            
            
            (102,733
            )Balance
      at June 30, 2009
            
            
            18,630,000
            
            
            $
            18,630
            
            
            $
            1,517,431
            
            
            $
            (168,750
            )
            
            $
            (102,733
            )
            
            $
            1,264,578




See
accompanying notes to these unaudited condensed consolidated financial
statements





6


PRO-TECH
INDUSTRIES, INC.


(FORMERLY
MELTDOWN MASSAGE AND BODY WORKS, INC.)




CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS


(UNAUDITED)




Six
      Months Ended June 30, 2009
            
            
            Six
      Months Ended June 30,  2008Cash
      Flows From Operating Activities:Net
      loss from operations
            
            $
            (102,733
            )
            
            $
            (213,261
            )Adjustments
      to reconcile net (loss) to net cash provided by (used in) operating
      activities:Depreciation
      and amortization
            
            
            80,883
            
            
            
            24,718Bad
      debt
            
            
            35,512
            
            
            
            -Accrual
      (reverse) allowance for doubtful accounts
            
            
            (76,000
            )
            
            
            -Shares
      issued for compensation
            
            
            72,750
            
            
            
            -Accruals
      (reversal) of loss against uncompleted contracts
            
            
            (20,995
            )
            
            
            26,804(Increase)
      decrease in:Accounts
      receivable
            
            
            632,349
            
            
            
            424,810Other
      current assets, net
            
            
            131,341
            
            
            
            (169,043
            )Costs
      and estimated earnings in excess of billings
            
            
            171,227
            
            
            
            65,899Billings
      in excess of costs and estimated earnings
            
            
            (399,805
            )
            
            
            505,782Increase
      (decrease) in:Deferred
      tax liability
            
            
            (63,780
            )
            
            
            -Accounts
      payable and accrued expenses, net
            
            
            (650,532
            )
            
            
            (411,924
            )Net
      Cash (Used in) Provided by Operating Activities
            
            
            (189,783
            )
            
            
            253,785Cash
      Flows From Investing Activities:Payment
      for purchase of property and equipment
            
            
            (13,828
            )
            
            
            (8,283
            )Cash
      received on purchase of subsidiary
            
            
            9,043
            
            
            
            -Net
      Cash Used In Investing Activities
            
            
            (4,785
            )
            
            
            (8,283
            )Cash
      Flows From Financing Activities:Payment
      of principal on debt
            
            
            (124,759
            )
            
            
            (62,351
            )Payments
      for dividend distributions (Note M)
            
            
            -
            
            
            
            (426,000
            )Proceeds
      from line of credit
            
            
            255,711
            
            
            
            218,500Net
      Cash Provided by (Used In) Financing Activities
            
            
            130,952
            
            
            
            (269,851
            )Net
      decrease in cash and cash equivalents
            
            
            (63,616
            )
            
            
            (24,349
            )Cash
      and cash equivalents at beginning of period
            
            
            86,895
            
            
            
            10,653Cash
      and cash equivalents at the end of period
            
            $
            23,279
            
            
            $
            (13,696
            )Supplemental
      Disclosures of Cash Flow Information:Cash
      paid during period for interest
            
            $
            52,647
            
            
            $
            39,251Cash
      paid during period for taxes
            
            $
            -
            
            
            $
            5,000Non-Cash
      Investing and Financing Transactions:Shares
      issued for compensation
            
            $
            72,750
            
            
            $
            -Acquisition:Current
      assets acquired
            
            $
            338,435
            
            
            $
            -Equipment
      and other assets acquired
            
            
            6,505
            
            
            
            -Intangible
      assets acquired
            
            
            615,054
            
            
            
            -Liabilities
      assumed
            
            
            (578,994
            )
            
            
            -Shares
      issued as consideration
            
            $
            381,000
            
            
            $
            -





See
accompanying notes to these unaudited condensed consolidated financial
statements




7





PRO-TECH
INDUSTRIES, INC.




(FORMERLY
MELTDOWN MASSAGE AND BODY WORKS, INC.)




NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


June
30, 2009


(UNAUDITED)





NOTE
A - BUSINESS DESCRIPTION





General




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





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





Business and Basis of
Presentation





Pro-Tech 
Industries, Inc. ("the Company") was originally incorporated under the laws of
the State of Nevada on April 4, 2007 under the name Meltdown Massage and Body
Works, Inc. (“Meltdown”) and formerly operated as a development stage company.
On December  31, 2008, Meltdown merged with and into Pro-Tech Fire
Protection Systems Corp. (“Pro-Tech Fire”)  The unaudited condensed
consolidated financial statements include the accounts of Meltdown, Pro-Tech and
Conesco, Inc., the operating subsidiaries (collectively, the
“Company”).





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





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





On May 8,
2009, the Company’s stockholders approved a name change from Meltdown Massage
and Body Works, Inc. to Pro-Tech Industries, Inc. which became effective with
the filing of an amendment to the our Articles of Incorporation on May 11,
2009.  The Company is now known as Pro-Tech Industries, Inc. and the
new ticker symbol is PTCK.





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





NOTE
B – REVERSE MERGER AND CORPORATE RESTRUCTURE





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





As a
result of the Share Exchange, there was a change in control of the Company. In
accordance with SFAS No. 141, the Company was the acquiring entity. In
substance, the Share Exchange is a recapitalization of the Company’s capital
structure rather than a business combination.




8





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





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




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




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





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





In
accordance with Statement of Position 98-5 (“SOP 98-5”), the Company expensed
$3,500 as organization costs.





NOTE
C - SUMMARY OF ACCOUNTING POLICIES





Revenue
Recognition





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





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





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





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





Contract
Receivables





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





Inventory





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




9





Advertising





The
Company follows the policy of charging the costs of advertising to expenses
incurred. The Company incurred $19,426 and $20,307, of advertising costs for the
six months ended June 30, 2009 and 2008, respectively.





Income
Taxes





In
accordance with Statement of Financial Accounting Standards No. 109 “Accounting
For Income Taxes,” (“SFAS 109”) deferred income taxes are the result of the
expected future tax consequences of temporary differences between the financial
statement and tax basis of assets and liabilities. Generally, deferred income
taxes are classified as current or non-current in accordance with the
classification of the related asset or liability. Items that are not related to
an asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse. A valuation
allowance is provided against deferred income tax assets in circumstances where
management believes the recoverability of a portion of the assets is not
reasonably assured. Losses incurred, if any, are carried forward as applicable
per SFAS 109 and the Internal Revenue Code and potentially may be used to offset
taxable net income generated in the future. Pro-Tech Fire had previously
elected to be treated as a subchapter “S” corporation for federal tax
purposes.  The reverse merger caused Pro-Tech Fire to lose
its subchapter “S” corporation status.  The Company became responsible
for $849,628 in deferred income that carried forward from 2007 when Pro-Tech
Fire was forced to change from cash to accrual based
taxpayer.  Pro-Tech Fire took a 481a election to spread the
acceleration over 4 years.  The Company provides for income taxes
based on pre-tax earnings reported in the consolidated financial statements.
Certain items such as depreciation are recognized for tax purposes in periods
other than the period they are reported in the consolidated financial
statements.  Following the reverse merger status, beginning, January
1, 2009, the Company became a C-Corp and subject to standard quarterly taxes
provisions.  Results of operations may not be comparable to prior
results.





Cash
Equivalents





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





Property and
Equipment





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




Construction
      equipment
              5-7
      yearsAutomobiles
              5
      yearsComputer
      Software
              3
      yearsOffice equipment and furniture
              3-7
      yearsLeasehold
      improvements
              life
      of the lease agreement where
appropriate





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





Long-Lived
Assets





The
Company has adopted Statement of Financial Accounting Standards No. 144 (SFAS
144). The Statement requires that long-lived assets and certain identifiable
intangibles held and used by the Company be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Events relating to recoverability may include
significant unfavorable changes in business conditions, recurring losses, or a
forecasted inability to achieve break-even operating results over an extended
period.  The Company evaluates the recoverability of long-lived assets
based upon forecasted undiscounted cash flows. Should any impairment in value be
indicated, the carrying value of intangible assets will be adjusted, based on
estimates of future discounted cash flows resulting from the use and ultimate
disposition of the asset.  SFAS No. 144 also requires assets to be
disposed of be reported at the lower of the carrying amount or the fair value
less costs to sell.




10





Concentrations of Credit
Risk





Financial
instruments and related items, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash, cash equivalents and
receivables.  The Company places its cash and temporary cash
investments with credit quality institutions.  At times, such
investments may be in excess of the FDIC insurance limit. The Company
periodically reviews its contract receivables in determining its allowance for
doubtful accounts. The allowance for doubtful accounts was $34,000 and $110,000
as of June 30, 2009 and December 31, 2008, respectively.





Basic and Diluted Earnings
(Loss) Per Share





Basic and
diluted income or loss per common share is based upon the weighted average
number of common shares outstanding during the three and six months ended June
30, 2009 and 2008, under the provisions of SFAS No. 128, “Earnings Per Share”
and as amended/superseded in “Share-Based Payment”(“SFAS 123(R)”). The Company
had net loss for the six months ended June 30, 2009 and 2008. The Company did
not have any common stock equivalent issued or outstanding as of June 30, 2009
or for any other earlier period.  Non-vested shares have been excluded
as common stock equivalents in the diluted earnings per share because they are
either anti-dilutive, or their effect is not material.




Stock Based
Compensation





The
Company adopted the fair value recognition provisions of Financial Accounting
Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS")
No. 123(R), Accounting for Stock-Based Compensation, to account for compensation
costs under our stock option plans. In adopting SFAS No. 123(R), we elected to
use the modified prospective method to account for the transition from the
intrinsic value method to the fair value recognition method. Under the modified
prospective method, compensation cost is recognized from the adoption date
forward for all new stock options granted and for any outstanding unvested
awards as if the fair value method had been applied to those awards as of the
date of grant. We had no outstanding unvested awards at the adoption date or
earlier period. The Company uses the fair value method for equity instruments
granted to non-employees and uses the Black Scholes model for measuring the fair
value. The stock based fair value compensation is determined as of the date of
the grant or the date at which the performance of the services is completed
(measurement date) and is recognized over the periods in which the related
services are rendered.





Comprehensive
Income





Statement
of Financial Accounting Standards No. 130 (“SFAS 130”), “Reporting Comprehensive
Income,” establishes standards for reporting and displaying of comprehensive
income, its components and accumulated balances.  Comprehensive income
is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners.  Among other
disclosures, SFAS 130 requires that all items that are required to be recognized
under current accounting standards as components of comprehensive income be
reported in a financial statement that is displayed with the same prominence as
other financial statements.  The Company does not have any items of
comprehensive income in any of the periods presented.





Segment
Information





The
Company adopted Statement of Financial Accounting Standards No. 131, Disclosures
about Segments of an Enterprise and Related Information ("SFAS 131"). SFAS
establishes standards for reporting information regarding operating segments in
annual financial statements and requires selected information for those segments
to be presented in interim financial reports issued to stockholders. SFAS 131
also establishes standards for related disclosures about products and services
and geographic areas. Operating segments are identified as components of an
enterprise about which separate discrete financial information is available for
evaluation by the chief operating decision maker, or decision making group, in
making decisions how to allocate resources and assess performance. The
information disclosed herein, materially represents all of the financial
information related to the Company's principal operating segments.





Use of
Estimates





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




11





Fair
Value




In
January 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value
Measurements”, (“FAS 157”) which defines fair value for accounting purposes,
establishes a framework for measuring fair value and expands disclosure
requirements regarding fair value measurements. The Company’s adoption of FAS
157 did not have a material impact on its consolidated financial statements.
Fair value is defined as an exit price, which is the price that would be
received upon sale of an asset or paid upon transfer of a liability in an
orderly transaction between market participants at the measurement date. The
degree of judgment utilized in measuring the fair value of assets and
liabilities generally correlates to the level of pricing observability.
Financial assets and liabilities with readily available, actively quoted prices
or for which fair value can be measured from actively quoted prices in active
markets generally have more pricing observability and require less judgment in
measuring fair value. Conversely, financial assets and liabilities that are
rarely traded or not quoted have less price observability and are generally
measured at fair value using valuation models that require more judgment. These
valuation techniques involve some level of management estimation and judgment,
the degree of which is dependent on the price transparency of the asset,
liability or market and the nature of the asset or liability. At June 30, 2009
and December 31, 2008 the Company did not have any financial assets measured at
fair value on a recurring basis.





In April
2009, the FASB issued FSP 107-1 and APB 28-1 (“FSP 107 and APB 28-1”) “Interim
Disclosures about Fair Value of Financial Instruments.” FSP 107-1 and APB 28-1
enhance consistency in financial reporting by increasing the frequency of fair
value disclosures. FSP 107-1 and APB 28-1 relate to fair value disclosures for
any financial instruments that are not currently reflected on a company’s
balance sheet at fair value. Prior to the effective date of FSP 107-1 and APB
28-1, fair values for these assets and liabilities have only been disclosed once
a year. FSP 107-1 and APB 28-1 will now require these disclosures on a quarterly
basis, providing qualitative and quantitative information about fair value
estimates for all those financial instruments not measured on the balance sheet
at fair value. The disclosure requirements under this FSP are effective for the
Company’s interim reporting periods ending after June 15, 2009. The adoption of
this statement did not have a material impact on the Company’s results of
operations or financial condition. At June
30, 2009, the carrying amounts of the Company’s financial instruments, which
include cash equivalents, accounts payable and accrued expenses approximate
their fair values, due to the short-term nature and maturities of many of the
above listed items.





Reclassifications





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





New Accounting
Pronouncements





In
June 2009 the FASB issued SFAS 166, “Accounting for Transfers of financial
Assets — an amendment of FASB Statement No. 140” (SFAS 166). SFAS 166
eliminates the concept of a qualifying special-purpose entity, creates more
stringent conditions for reporting a transfer of a portion of a financial asset
as a sale, clarifies other sale-accounting criteria, and changes the initial
measurement of a transferor’s interest in transferred financial assets. SFAS No.
166 is applicable for annual periods after November 15, 2009 and interim periods
therein and thereafter. The Company does not expect this pronouncement to have a
material impact on its consolidated results of operations, financial position,
or cash flows.





In
June 2009 the FASB issued SFAS 167, “Amendments to FASB Interpretation
No. 46(R)” (SFAS 167). SFAS 167 eliminates Interpretation 46(R)’s
exceptions to consolidating qualifying special-purpose entities, contains new
criteria for determining the primary beneficiary, and increases the frequency of
required reassessments to determine whether a company is the primary beneficiary
of a variable interest entity. SFAS 167 also contains a new requirement that any
term, transaction, or arrangement that does not have a substantive effect on an
entity’s status as a variable interest entity, a company’s power over a variable
interest entity, or a company’s obligation to absorb losses or its right to
receive benefits of an entity must be disregarded in applying Interpretation
46(R)’s provisions. SFAS No. 167 is applicable for annual periods after November
15, 2009 and interim periods thereafter. The Company does not expect this
pronouncement to have a material impact on its consolidated results of
operations, financial position, or cash flows.





The
Company adopted SFAS No. 165, “Subsequent Events” effective with the six months
ended June 30, 2009.   Subsequent events are events or
transactions about which information becomes available after the balance sheet
date but before the financial statements are issued or are available to be
issued.  In the case of the Company as a public entity, the applicable
cutoff date is the date the financial statements are issued, whereas prior to
SFAS No. 165 the cutoff date could be the date the financial statements were
available for issuance.





The
statement requires that certain subsequent events (“recognized subsequent
events”) be recorded in the financial statements of the latest preceding period
currently being issued.  These items provide evidence about conditions
that existed at the date of that balance sheet, including estimates inherent in
preparing the financial statements for that period.   Other
subsequent events (“non-recognized subsequent events”) are not recorded in
balance sheet for the latest preceding period currently being issued. Those
items relate to conditions that arose only after the balance sheet
date.   Disclosure is required for non-recognized subsequent
events if necessary to prevent those financial statements from being
misleading.




12





SFAS No.
168:  “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles This standard replaces SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. The standard
establishes the FASB Accounting Standards Codification (Codification) as the
source of authoritative accounting principles recognized by the FASB to be
applied by nongovernmental entities in conformity with Generally Accepted
Accounting Principles (GAAP).  The Codification specifies those
principles and practices now to be defined as authoritative sources of
GAAP.





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







NOTE D – CONTRACT
RECEIVABLES




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





June 30,
              2009
            
            
            December 31,
              2008Contracts
      receivables
            
            $
            3,521,072
            
            
            $
            3,576,558Retention
      receivables
            
            
            748,737
            
            
            
            1,171,843Allowance
      for doubtful accounts
            
            
            (34,000
            )
            
            
            (110,000
            )Total
      contracts receivable, net
            
            $
            4,235,809
            
            
            $
            4,638,401




NOTE E – UNCOMPLETED
CONTRACTS




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




June 30,
              2009
            
            
            December 31,
              2008Costs
      incurred to date on uncompleted contracts
            
            $
            3,897,692
            
            
            $
            9,987,580Estimated
      earnings
            
            
            2,062,982
            
            
            
            1,103,0175,960,674
            
            
            
            11,090,597Less:
      billed revenue to date
            
            
            (6,161,004
            )
            
            
            (11,656,510
            )$
            (200,330
            )
            
            $
            (565,914
            )Costs
      and estimated earnings in excess of billings
            
            $
            112,116
            
            
            $
            146,338Less:
      accruals on uncompleted contracts
            
            
            (312,447
            )
            
            
            (712,252
            )$
            (200,330
            )
            
            $
            (565,914
            )




NOTE
F – BACKLOG




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





Backlog
      balance at January 1, 2008
            
            $
            8,453,476New
      contracts for the six months ended June 30, 2008
            
            
            6,918,706Add:
      contract adjustments
            
            
            247,519Less:
      revenue for the six months ended June 30, 2008
            
            
            (6,754,709
            )Backlog
      balance at June 30, 2008
            
            $
            8,864,992





Backlog
      balance at January 1, 2009
            
            $
            4,089,892New
      contracts for the six months ended June 30, 2009
            
            
            8,445,606Add:
      contract adjustments
            
            
            432,149Less:
      revenue for the six months ended June 30, 2009
            
            
            (9,069,955
            )Backlog
      balance at June 30, 2009
            
            $
            3,897,692




13




In
addition to the backlog balance as of June 30, 2009, as above, the Company had a
total of approximately $3,380,000 customer contracts in the process of
finalization.




NOTE G – PROPERTY AND
EQUIPMENT




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





June 30,
              2009
            
            
            December 31,
              2008Vehicles
            
            $
            196,949
            
            
            $
            196,948Leasehold
      improvements
            
            
            57,973
            
            
            
            57,973Office
      equipments
            
            
            180,517
            
            
            
            160,185Tools
      and other equipment
            
            
            172,267
            
            
            
            172,267607,706
            
            
            
            587,373Less:
      accumulated depreciation
            
            
            (528,536
            )
            
            
            (504,028
            )Net
      Property and Equipment
            
            $
            79,170
            
            
            $
            83,345




Depreciation
expense was $24,508 and  $22,718 for the six months ended June 30,
2009 and 2008, respectively and $13,510 and  $11,818 for the three
months ended June 30, 2009 and 2008, respectively.




NOTE
H – ASSETS ACQUISITION/INTANGIBLES





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





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





June 30,
              2009
            
            
            December 31,
              2008Non-Compete
      agreement
            
            $
            20,000
            
            
            $
            20,000Intangibles:
      Customer List
            
            
            615,054
            
            
            
            -Less:
      accumulated amortization
            
            
            76,375
            
            
            
            20,000Net
      Intangibles
            
            $
            558,679
            
            
            $
            -




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





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





In
accordance with Financial Accounting Standard (SFAS) No. 141, Business
Combinations, the total purchase price was allocated to the estimated fair value
of assets acquired and liabilities assumed. The estimate of fair value of the
assets acquired was based on management’s estimates.  The Company
plans to utilize a valuation specialist to re-estimate these values in the near
future and accordingly, these value estimates may change in the near
future.  The total purchase price was allocated to the assets and
liabilities acquired as follows:





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





Intangibles
of $615,054 represented the excess of the purchase price over the fair value of
the net tangible assets acquired.  The Company will amortize the
intangibles over 5 years and will review the value of the intangibles to account
for any possible impairment as per guidance in SFAS 142 during the twelve months
ended December 31, 2009 and beyond until the value of the asset is deemed
impaired.




14





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




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




NOTE
I – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES





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





June 30,
              2009
            
            
            December 31,
              2008Accounts
      payable
            
            $
            1,599,858
            
            
            $
            1,741,225Accrued
      payroll and vacation
            
            
            28,893
            
            
            
            187,826Accrued
      payroll taxes
            
            
            (34
            )
            
            
            1,247Current
      tax liability
            
            
            -
            
            
            
            -Other
      liabilities
            
            
            53,549
            
            
            
            14,880Total
            
            $
            1,682,266
            
            
            $
            1,945,178




NOTE
J – BANK LINES OF CREDIT




The
Company has a line of credit with Westamerica Bank in the amount of
$950,000.  The line of credit is secured by substantially all of the
assets of the Company and guaranteed by the Company’s principal
stockholders.  In addition, entities owned and controlled by the
Company’s principal stockholders are co-makers on the line of credit and have
pledged substantially all of the assets as security for the line of credit (see
Note N).  The line of credit bears interest at the Lender’s Index Rate
minus 0.5%, per annum (currently 4.5%), with interest due and payable monthly
and expires on June 30, 2010.  The balance outstanding under the line
of credit at June 30, 2009 and December 31, 2008 amounted to $950,000 and
$655,500, respectively. The Company is required to maintain certain bank loan
covenants.  At June 30, 2009, the Company was not in compliance with
certain bank loan covenants.





On
January 16, 2009 the Company acquired Conesco, Inc. which had lines of credit
with Wells Fargo Bank and Bank of America with balances outstanding of $147,089
and $11,700, respectively.  The Wells Fargo line of credit is secured
by the accounts receivable, inventory and equipment of Conesco, Inc. and matured
on November 8, 2008 prior to the acquisition of Conesco, Inc. by the
Company.  On June 30, 2009 Wells Fargo Bank termed out $120,000 of the
Line of credit into a 3 year term loan, see Note L below.  The Bank of
America line of credit was repaid in full by the Company on May 1,
2009.




NOTE
K – DEFERRED TAXES




Financial
Accounting Standard No. 109 requires the recognition of deferred tax liabilities
and assets for the expected future tax consequences of events that have been
included in the financial statement or tax returns. Under this method, deferred
tax liabilities and assets are determined based on the difference between
financial statements and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to
reverse.




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




15





Components
of the net deferred tax liability is as follows:




Six
      months ended June 30, 2009Deferred
      tax assetsAllowances
            
            $
            13,580Timing
      differences on amortization of intangibles
            
            
            15,010Total
      gross deferred tax assets
            
            
            28,590Deferred
      tax liabilitiesSection
      481 carry forward
            
            $
            254,506Total
      gross deferred tax liabilities
            
            
            254,506Net
      deferred tax liability
            
            $
            225,916




NOTE
L – NOTES PAYABLE




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




June 30,
              2009
            
            
            December 31,
              2008Note
      payable to Bank, interest at 7.76% per annum; secured by substantially all
      of the Company’s assets; with monthly principal and interest payments of
      $13,133.99, due February, 2012. The Note is guaranteed by the Company’s
      principal stockholders. In addition, entities owned and controlled by the
      Company’s principal stockholders are co-makers of the Note and have
      pledged substantially all of their assets as security for the Note (see
      Note N).
            
            $
            377,500
            
            
            $
            440,055Note
      payable to Bank, interest at 8.0% per annum; secured by substantially all
      of the Conesco assets; with monthly principal and interest payments of
      $3,766,86, due July, 2012. The Note is guaranteed by the Company’s
      principal stockholders.
            
            
            120,000
            
            
            
            -Note
      payable to Bank, interest at 5.5% per annum; secured by substantially all
      of the Company’s assets; with monthly principal and interest payments of
      $4,785.24, due December, 2013. The Note is guaranteed by the Company’s
      principal stockholders. In addition, entities owned and controlled by the
      Company’s principal stockholders are co-makers of the Note and have
      pledged substantially all of their assets as security for the Note (see
      Note N).
            
            
            227,950
            
            
            
            250,000Total
      notes payable
            
            
            725,450
            
            
            
            690,055Less:
      current portion
            
            
            212,179
            
            
            
            172,025Notes
      payable – long term
            
            $
            513,271
            
            
            $
            518,030





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





Year
      ended
            
            AmountJune
      30, 2010
            
            $
            212,179June
      30, 2011
            
            
            228,758June
      30, 2012
            
            
            192,384June
      30, 2013
            
            
            64,230June
      30, 2014
            
            
            27,899Total
            
            $
            725,450





16




NOTE
M – CAPITAL STOCK




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




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




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





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





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





NOTE
N - RELATED PARTY TRANSACTIONS




Two
stockholders of the Company are co-owners of an entity that provides charter air
service, and on occasion, the Company utilizes this entity for air travel
services in connection with the Company’s contracting.  The Company
incurred and charged to operations costs of $47,959 and $66,351 in the six
months ended June 30, 2009 and 2008 in connection with air travel services
provided by the entity to the Company. There were no payables owed to the entity
at June 30, 2009 and 2008, respectively.




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




Pro-Tech
had a receivable from Conesco at December 31, 2008 of approximately
$142,000.




NOTE
O - COMMITMENTS AND CONTINGENCIES





Operating Lease
Commitments





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





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





Amount2010
            
            $
            183,8242011
            
            
            109,4862012
            
            
            14,243$
            307,553




For the
six month ended June 30, 2009 and 2008, rent expense was $89,630 and $64,164,
respectively.  For the six months ended June 30, 2009 and 2008,
vehicle lease expense was $101,861 and $149,201, respectively.





Litigation





In
March 2008, a wage and hour class action law suit was filed against the Company
by three former employees and Sprinkler Fitters Union Local 669.  The
suit was settled with all parties in June 2009.  The full impact is
contained in the operating results contained herein.





NOTE
P – SEGMENT INFORMATION





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




17





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





Revenue
            
            Three
      months ended
            
            
            Six
      months endedJune 30, 2009
            
            
            June 30, 2008
            
            
            June 30, 2009
            
            
            June 30, 2008Fire
      Protection/Alarm & Detection
            
            $
            2,203,000
            
            
            $
            3,895,000
            
            
            $
            5,398,000
            
            
            $
            6,754,000Telecommunications
            
            
            1,313,000
            
            
            
            -
            
            
            
            2,025,000
            
            
            
            -Flooring
            
            
            1,110,000
            
            
            
            -
            
            
            
            1,437,000
            
            
            
            -Electrical
            
            
            82,000
            
            
            
            -
            
            
            
            210,000
            
            
            
            -Total
            
            $
            4,708,000
            
            
            $
            3,895,000
            
            
            $
            9,070,000
            
            
            $
            6,754,000




Gross
      Profit
            
            Three
      months ended
            
            
            Six
      months endedJune 30, 2009
            
            
            June 30, 2008
            
            
            June 30, 2009
            
            
            June 30, 2008Fire
      Protection/Alarm & Detection
            
            $
            1,009,000
            
            
            $
            1,441,000
            
            
            $
            2,446,000
            
            
            $
            2,083,000Telecommunications
            
            
            331,000
            
            
            
            -
            
            
            
            550,000
            
            
            
            -Flooring
            
            
            328,000
            
            
            
            -
            
            
            
            470,000
            
            
            
            -Electrical
            
            
            (69,000
            )
            
            
            -
            
            
            
            (36,000
            )
            
            
            -Total
            
            $
            1,599,000
            
            
            $
            1,441,000
            
            
            $
            3,430,000
            
            
            $
            2,083,000





Operating
      Income (Loss)
            
            Three
      months ended
            
            
            Six
      months endedJune 30, 2009
            
            
            June 30, 2008
            
            
            June 30, 2009
            
            
            June 30, 2008Fire
      Protection/Alarm & Detection
            
            $
            283,000
            
            
            $
            624,000
            
            
            $
            686,000
            
            
            $
            505,000Telecommunications
            
            
            154,000
            
            
            
            -
            
            
            
            284,000
            
            
            
            -Flooring
            
            
            279,000
            
            
            
            -
            
            
            
            379,000
            
            
            
            -Electrical
            
            
            (115,000
            )
            
            
            -
            
            
            
            (139,000
            )
            
            
            -Corporate
            
            
            (885,000
            )
            
            
            (349,000
            )
            
            
            (1,290,000
            )
            
            
            (674,000
            )Total
            
            $
            (284,000
            )
            
            $
            275,000
            
            
            $
            (80,000
            )
            
            $
            (169,000
            )Depreciation/Amortization
            
            Three
      months ended
            
            
            Six
      months endedJune 30, 2009
            
            
            June 30, 2008
            
            
            June 30, 2009
            
            
            June 30, 2008Fire
      Protection/Alarm & Detection
            
            $
            7,000
            
            
            $
            11,000
            
            
            $
            14,000
            
            
            $
            21,000Telecommunications
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Flooring
            
            
            2,000
            
            
            
            -
            
            
            
            2,000
            
            
            
            -Electrical
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Corporate
            
            
            35,000
            
            
            
            2,000
            
            
            
            65,000
            
            
            
            4,000Total
            
            $
            44,000
            
            
            $
            13,000
            
            
            $
            81,000
            
            
            $
            25,000





Interest
            
            Three
      months ended
            
            
            Six
      months endedJune 30, 2009
            
            
            June 30, 2008
            
            
            June 30, 2009
            
            
            June 30, 2008Fire
      Protection/Alarm & Detection
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Telecommunications
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Flooring
            
            
            2,100
            
            
            
            -
            
            
            
            6,600
            
            
            
            -Electrical
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Corporate
            
            
            28,500
            
            
            
            26,500
            
            
            
            46,000
            
            
            
            39,300Total
            
            $
            30,600
            
            
            $
            26,500
            
            
            $
            52,600
            
            
            $
            39,300





18




Assets




June 30,
              2009
            
            
            December 31,
              2008Fire
      Protection/Alarm & Detection
            
            $
            2,823,000
            
            
            $
            5,196,000Telecommunications
            
            
            1,310,000
            
            
            
            -Flooring
            
            
            534,000
            
            
            
            -Electrical
            
            
            179,000
            
            
            
            -Corporate
            
            
            314,000
            
            
            
            -TOTAL
            
            $
            5,160,000
            
            
            $
            5,196,000





Capital
Expenditures




June 30, 2009
            
            
            June 30, 2008Fire
      Protection/Alarm & Detection
            
            $
            13,900
            
            
            $
            8,300Telecommunications
            
            
            -
            
            
            
            -Flooring
            
            
            -
            
            
            
            -Electrical
            
            
            -
            
            
            
            -Corporate
            
            
            -
            
            
            
            -TOTAL
            
            $
            13,900
            
            
            $
            8,300




NOTE
Q - MAJOR CUSTOMERS AND SUPPLIERS




The
company had three customers (representing 9 separate jobs) accounting for 48% of
the total revenue for the six months ended June 30, 2009 and two jobs which
accounted for 28% of the total revenue for the six months ended June 30,
2008.  The company had two customers accounting for 51% of the total
revenue for the three months ended June 30, 2009 and two jobs which accounted
for 36% of the total revenue for the three months ended June 30,
2008.  The Company often has multiple jobs running under some
customers, but the jobs will have different owners and therefore should not
necessarily be considered one customer from the standpoint of
concentration.




Purchases
from the Company’s three major vendors accounted for 46% of purchases for the
six months ended June 30, 2009 and were approximately 70% for the six months
ended June 30, 2008.   Purchases from the Company’s three major
vendors accounted for 52% of purchases for the three months ended June 30, 2009
and were approximately 73% for the three months ended June 30,
2008.  There are multiple vendors available to get materials and the
Company does not run a risk of shortage due to the loss of any of the
vendors.




NOTE
R – EMPLOYEE BENEFITS PLAN




The
Company sponsors a defined contribution 401(k) plan covering substantially all
full-time employees, which provides for the Company matching the participant's
elective deferral up to 3% of their annual gross income. The Company's expense
for the plan was $20,122 and $16,218, for the six months ended June 30, 2009 and
2008, respectively.





NOTE
S - SUBSEQUENT EVENTS





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




19





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




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





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




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




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





OVERVIEW





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





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





PRO-TECH
FIRE PROTECTION SYSTEMS CORP





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





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




20





Pro-Tech
Fire services include:




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





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





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





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





Pro-Tech
Telecommunications





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





Services
Offered:




Infrastructure
Systems/Services




●
            Building
      Riser and Campus Systems●
            Cabinet
      and Rack Installation





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





●
            Optical
      and Copper Cable Installation●
            Raceway
      Systems





●
            Wireless
      Connectivity Solutions




Low
Voltage Systems




●
            Security
      Systems●
            Fire
      Alarm





●
            Card
      Access Control●
            CATV





●
            Video
      Surveillance





Network
Systems




●
            Enterprise
      architecture strategy●
            Systems
      integration





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





●
            Authentication




Voice
Systems




●
            PBX●
            Key
      system


●
            VoIP




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





21




Pro-Tech
Electrical




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




Electrical
Services




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





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





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





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





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





●
            Building
      riser and campus systems●
            Load
      analysis





●
            Commercial
      and industrial maintenance





Conesco,
Inc.





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




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





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





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





●
            Ongoing
      maintenance services●
            Green
      building consultation





●
            Consultation
      and expertise in complex/unique flooring
  installations




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




●
            Roebbelen
      Contracting●
            McCarthy
      Construction





●
            Howard
      S. Wright●
            MP
      Allen




22




Competition





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





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





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





Employees





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





Recent
Developments




None





Results
of Operations





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





Revenues
were approximately $4,708,134 for the three months ended June 30, 2009, an
increase of approximately $813,430, or 21%, from revenues of approximately
$3,895,000 for the three months ended June 30, 2008. This increase was primarily
the results of the new divisions which were not a part of 2008
operations.  These divisions added approximately $2,505,000, with the
revenue coming from the divisions as follows: telecommunications $1,313,000
flooring $1,110,000 and electrical $82,000.  Fire protection saw a
decrease of approximately $ 1,692,000 over the prior year.  This shows
the competitive nature we are seeing in all of our divisions due to the economy,
but is more visible in the analysis of same division revenues.  We
continue to work with our long standing customer base as well as creating new
relationships to help weather the economic downturn.





Gross
profit increased to approximately $1,599,000 for the three months ended June 30,
2009 from approximately $1,441,000 for the three months ended June 30, 2008.
This increase of approximately $158,000, or 11%, was primarily due to the
increase in revenues of approximately $ 813,430.  The gross margin of
34% in 2009 is a decrease over the 37% achieved in the same quarter of 2008.
This margin decrease accounts for the remaining decrease.  Materials
as a percent of sales decreased about 8% and direct labor about
22%.  The decrease in direct labor is primarily attributable to the
fact that both the flooring and telecommunications groups use subcontract
labor.  The margin decrease is primarily due to the increased
competition to gain jobs.  We are seeing fewer private works jobs and
an increase in the number of contractors bidding on the public works
jobs.





SG&A
expenses were approximately $1,839,000 for the three months ended June 30, 2009
compared to approximately $1,153,000 for the three months ended June 30, 2008.
The G&A and cost related to revenues increased to 39% for three months ended
June 30, 2009 compared to 30% for the three months ended June 30,
2008.  The increase is a partial result of an increase in legal
expense of approximately $55,000 due to defense of the union laswsuit which has
been settled and accounting fees of approximately $60,000 primarily related the
accounting fees associated with prior year end audit and 1st quarter
review and reporting requirements.  The Company had not previously had
reviews done of its quarterly results, causing the first reviews of 2009 to add
extra work to the normal review process.  The remainder of the
increase was primarily attributable to salaries and benefits for
staffing.  The Company added the telecommunications and electrical
divisions, as well as the Conesco acquisition, none of which were active in the
six months ended June 30, 2008.  These two areas accounted for
approximately $223,000 and $167,000, respectively, of the total increase in
SG&A costs.  See discussion under SG&A in six month review
section for analysis of annual savings actions of the Company.




23





Depreciation
and amortization expense increased to $44,260 for the three months ended June
30, 2009 compared to $12,818 in the three months ended June 30,
2008.  We had minimal investments in fixed assets and depreciation
expense is relatively flat.  The increase came from the intangible
amortization related to the Conesco purchase.





Net
interest expense increased to $30,627 for the three months ended June 30, 2009
compared to $26,530 for the three months ended June 30, 2008. This increase was
primarily due to the use of the line of credit for working capital purposes as
well as the new term loan from the bank in December 2008.




Six Months Ended June 30, 2009
Compared to Six Months Ended June 30, 2008





Revenues
were approximately $9,070,000 for the six months ended June 30, 2009, an
increase of approximately $2,315,300, or 34%, from revenues of approximately
$6,754,700 for the six months ended June 30, 2008. This increase was primarily
the results of the new divisions which were not a part of 2008
operations.  These divisions added approximately $3,671,000, with the
revenue coming from the divisions as follows: telecommunications $2,024,000,
flooring $ 1,437,000 and electrical $210,000.  Fire protection saw a
decrease of approximately $1,355,000 over the prior year (20%).  This
shows the competitive nature we are seeing in all of our divisions due to the
economy, but is more visible in the analysis of same division
revenues.  We continue to work with our long standing customer base as
well as creating new relationships to help weather the economic
downturn.





Gross
profit increased to approximately $3,430,000 for the six months ended June 30,
2009 from approximately $2,083,000 for the six months ended June 30, 2008. This
increase of approximately $1,347,000, or 65%, was primarily due to the increase
in revenues of approximately $2.3 million at the gross margin of 37.8%, or $
876,000. The gross margin of 37.8% in 2009 is an increase over the 30.8%
achieved in 2008. This margin increase accounts for the remaining
increase.  Materials as a percent of sales decreased about 4% and
direct labor about 20%.  The decrease in direct labor is primarily
attributable to the fact that both the flooring and telecommunications groups
use subcontract labor.





SG&A
expenses were approximately $3,429,000 for the six months ended June 30, 2009
compared to approximately $2,227,000 for the six months ended June 30, 2008. The
SG&A cost related to revenues increased to 37.8% for six months ended June
30, 2009 in compared to 33% for the six months ended June 30,
2008.  The increase is a partial result of an increase in legal
expense of approximately $100,000 and accounting fees of approximately $110,000
primarily related to the merger and acquisition activity in the first quarter
and the accounting fees associated with the prior year end audit and 1st quarter
review and reporting requirements.  The Company had not previously had
reviews done of its quarterly results, causing the first reviews of 2009 to add
extra work to the normal review process.  The remainder of the
increase was primarily attributable to salaries and benefits for
staffing.  The Company added the telecommunications and electrical
divisions, as well as the Conesco acquisition, none of which were active in the
six months ended June 30, 2008.  These two areas accounted for
approximately $368,000 and $209,000, respectively, of the total increase in
SG&A costs.  Management has reviewed staffing and made cuts which
on an annual basis will save the Company in excess of $200,000.  Costs
related to a lawsuit which was recently settled were incurred primarily during
the first two quarters of the year also will not be reoccurred going forward
(approximately $80,000).  This quarter also represents the last in
which the Company will require review of multiple years by its accountants for
its financials, an expected reduction of approximately $75,000.





Depreciation
and amortization expense increased to $80,883 for the six months ended June 30,
2009 compared to $24,718 in the six months ended June 30, 2008.  We
had minimal investments in fixed assets and depreciation expense is relatively
flat.  The increase came from the intangible amortization related to
the Conesco purchase.





Net
interest expense increased to $52,647 for the six months ended June 30, 2009
compared to $39,251 for the six months ended June 30, 2008. This increase was
primarily due to the use of the line of credit for working capital purposes as
well as the new term loan from the bank in December 2008.





Income
tax benefit increased to $29,476 for the six months ended June 30, 2009 from
expense $5,000 for the six months ended June 30, 2008. This is approximately
$34,000 lower due mainly to the change in tax structure from an S-Corp to a
C-Corp for 2009 and the deferred tax changes for amortization.





Liquidity and Capital
Resources





Liquidity:





For the
Six Months ended June 30, 2009, we experienced a net loss of $102,733. At June
30, 2009, we had $23,279 in cash. Accounts receivable, net of allowances for
doubtful accounts, were $4,235,809 at June 30, 2009, which at approximately 82%
of assets is approximately the 6 % lower than at December 31, 2008, this
decrease is primarily attributable the increase in intangibles of approximately
$ 559,000  related to the Conesco purchase.




24




At June
30, 2009, we had working capital of $1,209,861, compared to working capital of
$1,486,040 at December 31, 2008. The ratio of current assets to current
liabilities decreased slightly 1.37:1 at June 30, 2009 compared to 1.41:1 at
December 31, 2008.  The June 2008 ratio was 1.26:1.  Cash
flow used by operations during the Six Months Ended June 30, 2009 was
$189,783 as compared to cash provided by operations of $253,785 for the six
months ended June 30, 2008. Management anticipates that our existing capital
resources will be adequate to satisfy its capital requirements for the
foreseeable future.




Our
principal liquidity at June 30, 2009 included cash of $23,279 and $4,235,809 of
net accounts receivable. Our management believes that our liquidity position
remains sufficient enough to support on-going general administrative expense,
strategic positioning, and the garnering of contracts and
relationships.





Cash
Flow





For the
Six Months Ended June 30, 2009, we had negative cash flow from operations of
$189,783 as compared to positive cash  flow from operations of
$253,785 for the same period in 2008. This $443,568 decrease is primarily due to
the reduced loss of approximately $110,000 as compared to the same period last
year.  The June 2009 quarter also showed a use of cash for accounts
payable of $650,532 compared to $411,924 in the previous period.  The
Company also saw a tightening of billing practices within its customer
base.  This led to tighter billings which led to use of cash by
reducing our billings in excess of cost by approximately $400,000 where last
period showed it as a receipt of cash of approximately $500,000.  The
Company was also able to recognize a source of cash as it reduced its costs in
excess of billings approximately $171,000 for the period compared to
approximately $66,000 last period.  The Company also was able to use
its deposits and advances and prepaids as a source of approximately $131,000
compared to it being a use last period of approximately $169,000.





Investing
activity consisted of the purchase of computers of approximately $14,000 and
$8,000 for the six months ended June 30, 2009 and 2008,
respectively.





Financing
activity for 2009 consisted of payments on long term debt obligations of
$124,759 offset by line of credit borrowings of $255,710.  For 2008,
there was a dividend paid to the owners or Pro-Tech Fire for tax payments of
$426,000, long term debt payments of $62,351 with borrowings off the line of
$218,500.





With
recent cuts  in corporate and SG&A costs, management anticipates
our cash flow will be positive for the remainder of 2009.





Capital
Resources:





Line
of Credit Facility





The line
of credit facility is primarily used to fund short-term changes in working
capital. The total capacity of the facility at June 30, 2009 was $950,000. Our
management believes that sufficient liquidity exists but may seek approval to
increase the facility to $1.5 million in the future if considered necessary. Our
management believes the line of credit facility provides adequate liquidity and
financial flexibility to support our expected growth in fiscal 2009 and
beyond.





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





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





Should
the current financing arrangements prove to be insufficient for the Company’s
current needs, the Company is willing to go to the capital markets to raise the
necessary capital to meet these needs.




25





Long
Term Notes





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





In June
2009, Conesco’s bank termed out its line of credit, into a three year
note.  The note is for $120,000 and is due July 2012.  The
note carries interest of 8%.




Critical
Accounting Estimates and Recently Issued Accounting Standards





Please
refer to Note C to the financial statements.





Inflation





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





Off-Balance
Sheet Arrangements




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





Other
Considerations





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





Additional
Information





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




ITEM 3.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK




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





ITEM
4.  CONTROLS AND PROCEDURES




Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by us in the reports that we file under the Exchange
Act is accumulated and communicated to our management, including our principal
executive and financial officers, as appropriate to allow timely decisions
regarding required disclosure.





Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this Quarterly Report, we carried out an
evaluation, under the supervision and with the participation of our Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)).  Based on that  evaluation, our CEO and CFO
concluded, as of the end of such period,  our disclosure controls and
procedures were effective in ensuring that the information required to be filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported as specified in the Securities and Exchange Commission's rules and
forms, and accumulated and communicated to our management, including our CEO and
CFO, as appropriate to allow timely decisions regarding required
disclosure.




26





Changes in Internal Control over
Financial Reporting





There
were no changes in internal controls over financial reporting that occurred
during the period covered by this report that have affected, or are reasonably
likely to affect, our internal control over financial reporting.





PART
II – OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





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





In March
2008, a wage and hour class action law suit was filed against the Company by
three former employees and Sprinkler Fitters Union Local 669.  The
suit was settled with all parties in June 2009.  The full impact is
contained in the operating results contained herein.





ITEM 1A
- Risk Factors





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





Our
Common Stock Is Subject To Penny Stock Regulation





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





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





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





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




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




27





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




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




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




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




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




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




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




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




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




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




28




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




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




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




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




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




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





29




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





On May
28, 2009 the Board of Directors approved the issuance of 30,000 shares of
restricted stock to its Board of Directors as compensation for services for
calendar year 2009.  This issuance of stock did not involve any public
offering, general advertising or solicitation.  At the time of the
issuance, Pro-Tech had fair access to and was in possession of all available
material information about our company.  The shares bear a restrictive
transfer legend in accordance with Rule 144 under the Securities Act of 1933, as
amended.





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





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




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





On
      May 8, 2009, the majority of the holders of our common stock elected
      Donald Gordon and Jan Engelbrecht and Tim Crane as members of the our
      Board of Directors to hold office until the our Annual Meeting of
      Stockholders in 2010 or until their respective successor is duly elected
      and qualified; and  ratified the appointment of RBSM, LLP as the
      Company's independent certified public accountant; and ratified the
      Company’s 2009 Stock Option Plan; and ratified the name change from
      Meltdown Massage and Body Works, Inc. to Pro-Tech Industries, Inc. to be
      effective as of the filing of an amendment to the our Articles of
      Incorporation with the Nevada Secretary of
  State.





ITEM
5.  OTHER INFORMATION




None.




ITEM
6.  EXHIBITS




3.1
            
            Certificate
      of Incorporation (1)3.2
            
            Bylaws
      of Pro-Tech Industries, Inc. (1)14.1
            
            Code
      of Ethics (2)31.1
            Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act(3)31.2
            Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act.(3)32.2
            Certification
      of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.(3)32.2
            Certification
      of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
      Act.(3)




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




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





(3)  Filed
herein.




30


SIGNATURES





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





Registrant
              Date:
      August 14, 2009
            
            Pro-Tech
      Industries, Inc.
              
              By: 
      /s/ Donald Gordon
              
              Donald
      GordonChief
      Executive Officer




31