UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION






Washington, D.C.
20549






FORM
10-Q






x QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarterly
period ended October
31, 2008




o TRANSITION REPORT UNDER
SECTION 13 OR 15 (d) OF THE EXCHANGE ACT




For the transition
period from _________ to _________






Commission File
Number: 333-150952






Protecwerx
Inc.


(Name of Small
Business Issuer in its charter)




Nevada
            
            46-0521269(state or
      other jurisdiction of incorporation
      or organization)
            
            (I.R.S.
      Employer I.D. No.)




800
Fifth Avenue, Suite 4100


Seattle, Washington
98104


(Address of
principal executive offices)






(206) 839
8566


Issuer’s telephone
number




Indicate by check
mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was require to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.  Yesþ
  No o




Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company. See definition of
“large accelerated filer”, “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.


Check
one):





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




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






APPLICABLE
ONLY TO CORPORATE ISSUERS






As of December 4, 2008, the
registrant had 38,043,000shares of common stock outstanding.












Table
of Contents










PART I - FINANCIAL INFORMATION
            3Item 1. Financial Statements
            F-1Item 2. Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
            4Item 3. Quantitative and Qualitative Disclosures About Market
      Risk
            7Item 4. Controls and
    Procedures
            7PART II – OTHER INFORMATION
            8Item 1. Legal Proceedings
            8Item 1A. Risk Factors
            8Item 2. Unregistered Sales of Equity Securities and Use of
      Proceeds
            8Item 3. Defaults Upon Senior
      Securities
            8Item 4. Submission of Matters to a Vote of Security
      Holders
            8Item 5. Other Information
            8Item 6.  Exhibits
            8















PART
I - FINANCIALINFORMATION






Item
1. Financial Statements






The unaudited
interim financial statements of Protecwerx Inc. (the “Company”, “Protecwerx”,
“we”, “our”, “us”) follow. All currency references in this report are in US
dollars unless otherwise noted.







Protecwerx Inc.


Financial
Statements


(A
Development Stage Company)


(Unaudited)


October 31,
2008





Financial Statement
Index




















Balance
      Sheets
            F-1Statements of Operations
            F-2Statements of Cash Flows
            F-3Notes to the Financial Statements
            F-4

















PROTECWERX INC.


(A
Development Stage Company)


BALANCE
SHEETS


(Unaudited)





October 
      31,
                2008
              
              January
      31,
                2008ASSETSCurrent
      assetsCash
              $
              15,005
              
              $
              39,427Prepaid fees and
    expenses
              
              -
              
              
              2,167Total current
      assets
              $
              15,005
              
              $
              41,594LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      liabilitiesAccounts payable and accrued
      liabilities
              $
              4,590
              
              $
              4,819Stockholders’
      EquityPreferred Stock, $0.00001 par value;
      authorized20,000,000
      shares, none issued  and outstandingCommon Stock, $0.00001 par value;
      authorized180,000,000 shares, issued and
      outstanding 38,043,000and
      38,014,000, respectively
              
              380
              
              
              380Additional
      paid in capital
              
              101,745
              
              
              85,120Deficit
      accumulated during development stage
              
              (91,710
              
              
              (48,725
              )Total
      stockholders’ equity
              
              10,415
              
              
              36,775Total
      liabilities and stockholders’ equity
              $
              15,005
              
              $
              41,594


The accompanying
notes are an integral part of these financial statements






F-1








PROTECWERXINC.


(A
Development Stage Company)


STATEMENTS
OF EXPENSES


(Unaudited)








Three
      months ended October 31, 2008
            
            
            Nine
      months ended
              October
      31, 2008
            
            
            October
      16, 2007 (Inception) to October 31, 2007
            
            
            October
      16, 2007 (Inception) to October 31, 2008Costs and
      expensesResearch and
development
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            8,000General and administrative
            
            
            7,681
            
            
            
            42,985
            
            
            
            4,864
            
            
            
            83,710Net
      loss
            
            $
            (7,681
            )
            
            $
            (42,985
            )
            
            $
            (4,864
            )
            
            $
            (91,710
            )Basic and
      diluted loss per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            
            n/aWeighted
      average number of shares outstanding
            
            
            38,043,000
            
            
            
            38,037,480
            
            
            
            35,200,000
            
            
            
            n/a








The accompanying
notes are an integral part of these financial statements





F-2







PROTECWERX INC.


(A
Development Stage Company)


STATEMENTS
OF CASH FLOWS


(Unaudited)









Nine month
      ended October 31, 2008
            
            
            October 16, 2007 (Date of Inception) to October
      31, 2007
            
            
            October 16,
      2007 (Date of Inception) to October 31, 2008Cash flows
      used in operating activitiesNet
      loss for the period
            
            $
            (42,985
            )
            
            $
            (4,864
            )
            
            $
            (91,710
            )Adjustments
      to reconcile net loss to net cash used in operating activities:Prepaid
      expenses
            
            
            2,167
            
            
            
            -
            
            
            
            -Accounts
      payable and accrued liabilities
            
            
            (229
            )
            
            
            4,857
            
            
            
            4,590Net
      cash used in operating activities
            
            
            (41,047
            )
            
            
            (7
            )
            
            
            (87,120
            )Cash flows
      from financing activitiesProceeds
      from common stock sales
            
            
            16,625
            
            
            
            82,000
            
            
            
            102,125Net cash
      provided by financing activities
            
            
            16,625
            
            
            
            82,000
            
            
            
            102,125Increase
      (decrease) in cash during the period
            
            
            (24,422
            )
            
            
            81,993
            
            
            
            15,005Cash,
      beginning of the period
            
            
            39,427
            
            
            
            -
            
            
            
            -Cash, end of
      the period
            
            $
            15,005
            
            
            $
            81,993
            
            
            $
            15,005Supplemental
      Disclosures of Cash Flow Information:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -








The accompanying
notes are an integral part of these financial statements







F-3




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






Note
1                 Basis of
Presentation


The accompanying
unaudited interim financial statements of Protecwerx, Inc. (the “Company”), have
been prepared in accordance with accounting principles generally accepted in the
United States of America (“GAAP”) and the rules of the Securities and Exchange
Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in Protecwerx's Form S-1 filed with the
SEC. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which substantially duplicate the disclosure contained
in the audited financial statements for fiscal 2008 as reported in the Form S-1
have been omitted.










Note
2                 Going
Concern




These financial
statements have been prepared in accordance with GAAP applicable to a going
concern, which assumes that the Company will be able to meet its obligations and
continue its operations for its next twelve months.  Realization
values may be substantially different from carrying values as shown and these
financial statements do not give effect to adjustments that would be necessary
to the carrying values and classification of assets and liabilities should the
Company be unable to continue as a going concern.  At October 31,
2008, the Company had not yet achieved profitable operations, has accumulated
losses since its inception and expects to incur further losses in the
development of its business, all of which raise substantial doubt about the
Company’s ability to continue as a going concern.  Management has no
formal plan in place to address this concern other than the Company attempting
to obtain additional funds by equity financing and/or related party advances;
however, there is no assurance additional funding will be
available.








Note
3                 Common
Stock




During the nine
months ended October 31, 2008, the Company sold 29,000 shares of common stock
for cash proceeds of $16,625.






F-4







Item 2. Management’s Discussion and
Analysis of FinancialCondition and Results of
Operations





Forward
Looking Statements





This quarterly
report on Form 10-Q contains forward-looking statements that involve risks and
uncertainties. These statements relate to future events or our future financial
performance. In some cases, you can identify forward-looking statements by
terminology including "could", "may", "will", "should", "expect", "plan",
"anticipate", "believe", "estimate", "predict", "potential" and the negative of
these terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially.





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





Overview





We
plan to acquire, develop, manufacture and distribute recreational vehicle
protection products through a variety of distribution channels. Our first
product is Ankle Armor. We intend to patent, manufacture, distribute and sell
Ankle Armor over the next 12 months. Ankle Armor consists of a Lycra ankle brace
that includes a series of foam pads and plastic or Kevlar guards. The brace will
be shaped like a sock with the toe end cut off and we plan to offer it in
various colors and sizes to fit children and adults. The hard guards will be
located along the front at the top to protect the shin bone and on each side of
the ankle to protect the ankle bones.





We
are a development stage company that has only recently begun operations. We have
not generated any revenues from our intended business activities, and we do not
expect to generate revenues until 2009. We intend to generate revenues from the
sale of Ankle Armor. We have relied on the sale of equity securities and capital
from outside sources to finance our operations.





Liquidity
and Capital Resources





At
October 31, 2008 we had cash of $15,005 in our bank accounts and working capital
of $10,415. Our net loss from October 16, 2007 to October 31, 2008 was $91,710.
We are solely dependent on the funds raised through our equity or debt financing
and our net loss was funded through equity financing.





From October 16,
2007 (date of inception) to October 31, 2008, we raised gross proceeds of
$102,125 in cash from the sale of our securities.





For the nine months
ended October 31, 2008, we used net cash of $41,047 on operating activities and
we received net cash of $16,625 from financing activities. Our cash level
decreased by $24,422 for the nine months ended October 31, 2008 due to
insufficient financing to our professional fees as well as general and
administrative expenses.


On
September 13, 2008 we appointed Darrin Zinger as our new director, President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer,
Secretary and Treasurer and accepted the resignation of Jerry Boyd from all of
his officer and director positions with us.  In conjunction with the
appointment of Mr. Zinger, we entered into a consulting agreement with Mr.
Zinger whereby we agreed to pay him $400 a month for providing us with
consulting services and $100 per month for the occasional use of office space at
Mr. Zinger’s residence.




4




We
expect to require approximately $1,300,000 in financing to acquire new
technologies and develop our Ankle Armor product over the next 12 months
(beginning January 2009), as follows:





Description
            Target
      completion date or, if not known, number of months to
    complete
            Our
      costto
      complete($)Further
      development of Ankle Armor
            January
      2009
            10,000Development
      of website
            January
      2009
            5,000Manufacturing
      of initial prototypes
            March
      2009
            10,000Filing of
      patent protection application
            February
      2009
            60,000Tradeshows
            12
      months
            25,000Final
      development of Ankle Armor
            April
      2009
            50,000Setup of a
      product line and manufacturing
            May
      2009
            550,000Acquisitions
      of other injury protection technologies or businesses
            May
      2009
            60,000Sales and
      marketing
            12
      months
            100,000Professional
      fees
            12
      months
            50,000Management
      fees
            12
      months
            25,000Consulting
      expenses
            12
      months
            55,000Corporate
      communications and investor relations
            12
      months
            200,000General and
      administrative expenses
            12
      months
            100,000Total
            
            1,300,000





At
present, our cash requirements for the next twelve months outweigh the funds
available to maintain or develop our operations. In order to fully carry out our
business plan, we need additional financing of approximately $1,300,000 for the
next 12 months beginning January 2009. In order to improve our liquidity, we
intend to pursue additional equity financing from private investors or possibly
a registered public offering. We intend to negotiate with our management and
consultants to pay parts of salaries and fees with stock and stock options
instead of cash. There can be no assurance that we will be successful in our
efforts to secure additional equity financing.





If
our cash flow improves through these efforts, our management believes that we
can continue to operate. However, no assurance can be given that management's
actions will result in profitable operations or improve our liquidity situation.
The threat of our ability to continue as a going concern will be removed only
when revenues have reached a level that sustains our business
operations.






5




Results
of Operations for the Period From October 16, 2007 (Date of Inception) to
October 31, 2008 and for the Three Months Ended October 31, 2008.




Lack
of Revenues





We
have had limited operations since our inception on October 16, 2007 to October
31, 2008 and we have not generated any revenues. As of October 31, 2008, we had
total assets of $15,005 and total liabilities of $4,590. Since our inception to
October 31, 2008, we have accumulated a deficit of $91,710. We anticipate that
we will incur substantial losses over the next year.  Our ability to
generate any revenues in the next 12 months remains uncertain.





Expenses





We
accumulated total expenses of $91,710 from the date of our inception to October
31, 2008, including $8,000 in research and development and $83,710 in general
and administrative expenses.





For the three
months ended October 31, 2008, we incurred $7,681 in total expenses which were
all classified as general and administrative expenses.





Our general and
administrative expenses consist of bank charges, office maintenance,
communication expenses, courier, postage, office supplies, management fees, rent
and legal and auditing consulting fees.





Net
Loss





From the time of
inception on October 16, 2007 to October 31, 2008 we have incurred a net loss of
$91,710.







Results
of Operations for the Nine Months Ended October 31, 2008.




Lack
of Revenues





We
did not earn any revenues in the nine months ended October 31,
2008.  We anticipate that we will incur substantial losses over the
next year and our ability to generate any revenues in the next 12 months remains
uncertain.





Expenses





For the nine months
ended October 31, 2008, we incurred total expenses of $42,985, which were all
classified as general and administrative expenses.





Net
Loss





For the nine months
ended October 31, 2008, we incurred a net loss of $42,985.





6




Inflation




The amounts
presented in the financial statements do not provide for the effect of inflation
on our operations or financial position. The net operating losses shown would be
greater than reported if the effects of inflation were reflected either by
charging operations with amounts that represent replacement costs or by using
other inflation adjustments.








Off-Balance
Sheet Arrangements





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





Critical
Accounting Policies





Research and
development





All costs for
research and development activities are expensed as incurred. We expense the
costs of licenses of patents and the prosecution of patents until the issuance
of such patents and the commercialization of related products is reasonably
assured.  Acquired, in process, research and development that does not have
a future alternative use is expensed when acquired.  From inception
through October 31, 2008, $8,000 was expensed as research and development costs
related to acquired, in process, research and development.





Currency
Translation





Assets and
liabilities of foreign operations are translated into United States dollar
equivalents using the exchange rates in effect at the balance sheet date.
Revenues and expenses are translated using the average exchange rates during
each period. Foreign currency transactions are primarily undertaken in Canadian
dollars. Protecwerx has not, to the date of these financial statements, entered
into derivative instruments to offset the impact of foreign currency
fluctuations.  As of October 31, 2008, foreign currency translations
were nominal.





Item
3. Quantitativeand Qualitative Disclosures About Market
Risk





Not
applicable.







Item
4. Controls and Procedures.




Disclosure
Controls





We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) designed to provide reasonable assurance the information required to be
reported in our Exchange Act filings is recorded, processed, summarized and
reported within the time periods specified and pursuant to Securities and
Exchange Commission rules and forms, including controls and procedures designed
to ensure that this information is accumulated and communicated to our
management, including our Principal Executive Officer and Principal Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.





As
of the end of the period covered by this report, our management, with the
participation of our Principal Executive Officer and Principal Financial
Officer, carried out an evaluation of the effectiveness of our disclosure
controls and procedures. Based upon this evaluation, our Principal Executive
Officer and our Principal Financial Officer concluded our disclosure controls
and procedures were (1) designed to ensure material information relating to
our Company is accumulated and communicated to our management, including our
Principal Executive Officer and Principal Financial Officer, in a timely manner,
particularly during the period in which this report was being prepared and
(2) effective, in that they provide reasonable assurance that information
we are required to disclose in the reports filed or submitted 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.




Changes in internal
control




There were no
changes in our internal control over financial reporting, as defined in Rule
13a-15(f) promulgated under the Exchange Act, during the quarter ended October
31, 2008, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.




7





PARTII – OTHER INFORMATION





Item 1. Legal
Proceedings.





We
are not aware of any legal proceedings that involve us.





Item
1A. Risk Factors.





Not
applicable.





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





From August 1, 2008
to October 31, 2008 we did not sell any unregistered securities.





Item
3. Defaults Upon Senior Securities.





None.





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





None.





Item
5. Other Information.





None.





Item
6. Exhibits





Exhibit
      No.
            Description31.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act
      pursuant to Section 302 of the Sarbanes-Oxley Act of
    200232.1
            Certification of the Chief Executive Officer and Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002









8




SIGNATURES






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




Protecwerx
      Inc.(Registrant)/s/
      Darrin ZingerDate:
      December 12, 2008
            Darrin
      ZingerPresident,
      Chief Executive Officer, Chief
      Financial Officer, Principal
      Accounting Officer,
Director