UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




Washington, D.C.
20549





FORM
10-Q





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





For the quarterly
period ended April 30,
2009





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





For the transition
period from _________ to _________





Commission file
number: 333-150952





Protecwerx
Inc.


(Exact name of
registrant as specified in its charter)





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





800
Fifth Avenue, Suite 4100


Seattle, Washington
98104


(Address of
principal executive offices)





(206)
839-8566


(Registrant’s
telephone number, including area code)





Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 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.  Yes o No x





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 the definitions of
“large accelerated filer”, “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.





Large accelerated
filer o       Accelerated
filer o     Non-accelerated
filer o    Smaller reporting company x





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes xNo o





APPLICABLE
ONLY TO CORPORATE ISSUERS





As of June 15, 2009, the registrant
had 38,043,000shares of
common stock outstanding.









Table
of Contents





















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








1







PART I - FINANCIAL INFORMATION




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 to U.S.
dollars unless otherwise noted.





Protecwerx Inc.


(A
Development Stage Company)


April 30,
2009


(Unaudited)







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






2




PROTECWERX
INC.


(A Development
Stage Company)


BALANCE SHEETS


(Unaudited)






April 30, 2009
            
            
            January 31,
    2009ASSETSCurrent AssetsCash
            
            $
            5,629
            
            
            $
            3,085Total Current Assets
            
            $
            5,629
            
            
            $
            3,085LIABILITIES
      AND STOCKHOLDER'S DEFICITCurrent LiabilitiesAccounts payable and
      accrued liabilities
            
            $
            2,346
            
            
            $
            3,417Related Party
      Loan
            
            
            10,000
            
            
            
            -12,346
            
            
            
            3,417Stockholder's
DeficitPreferred Stock,
      $0.00001 par value; authorized20,000,000 shares, none
      issued and outstandingCommon Stock $0.00001
      par value; authorized180,000,000 shares;
      38,043,000 issued and outstanding
            
            
            380
            
            
            
            380Additional Paid-In
      Capital
            
            
            101,745
            
            
            
            101,745Deficit accumulated during
      development stage
            
            
            (108,842
            )
            
            
            (102,457
            )Total Stockholders'
      Deficit
            
            
            (6,717
            )
            
            
            (332
            )Total Liabilities and
      Stockholder's Deficit
            
            $
            5,629
            
            
            $
            3,085




The accompanying
notes are an integral part of these financial statements




F-1





PROTECWERX
INC.


(A Development
Stage Company)


STATEMENTS OF EXPENSES


(Unaudited)





October
      16, 2007Three
      months ended
            
            
            (Date
      of Inception)April
      30, 2009
            
            
            April
      30, 2008
            
            
            to
      April 30, 2009Costs and
      expensesResearch and
development
            
            $
            -
            
            
            $
            -
            
            
            $
            8,000General and
    administrative
            
            
            6,385
            
            
            
            19,984
            
            
            
            100,842Net
      loss
            
            $
            (6,385
            )
            
            $
            (19,984
            )
            
            $
            (108,842
            )Basic and
      diluted loss per share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            
            n/aWeighted
      average number of shares outstanding
            
            
            38,043,000
            
            
            
            38,026,244
            
            
            
            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)





Three
      months ended
            
            
            October
      16, 2007 (Date of Inception) toApril
      30, 2009
            
            
            April
      30, 2008
            
            
            April
      30, 2009Cash Flows
      From Operating Activities:Net
      loss
            
            $
            (6,385
            )
            
            $
            (19,984
            )
            
            $
            (108,842
            )Adjustments
      to reconcile net loss to net used in operating activities:Prepaids
            
            
            -
            
            
            
            167
            
            
            
            -Accounts
      payable and accruedliabilities
            
            
            (1,071
            )
            
            
            9,859
            
            
            
            2,346Net cash used
      in operating activities
            
            
            (7,456
            )
            
            
            (9,958
            )
            
            
            (106,496
            )Cash Flows
      From Financing Activities:Proceeds from
      related party loan
            
            
            10,000
            
            
            
            -
            
            
            
            10,000Proceeds from
      common stock sales
            
            
            -
            
            
            
            15,625
            
            
            
            102,125Cash provided
      by financing activities
            
            
            10,000
            
            
            
            15,625
            
            
            
            112,125Net change in
      cash
            
            
            2,544
            
            
            
            5,667
            
            
            
            5,629Cash,
      Beginning of Period
            
            
            3,085
            
            
            
            39,427
            
            
            
            -Cash, End of
      Period
            
            $
            5,629
            
            
            $
            45,094
            
            
            $
            5,629Supplemental 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., have been prepared
in accordance with accounting principles generally accepted in the United States
of America 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 10-K 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 2009 as reported in the Form 10-K have been omitted.





Note
2           Going
Concern





These financial
statements have been prepared in accordance with generally accepted accounting
principles applicable to a going concern, which assumes that 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 April 30, 2009, 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           Related Party
Transactions





During the
quarter ended April 30, 2009 the former officer and current shareholder loaned
the company $10,000.  The loan is non-interest bearing and has no
repayment terms.




F-4





Item
2.    Management’s Discussion and Analysis of Financial Condition
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.





Business
Overview





We
plan to acquire, develop, manufacture and distribute recreational injury
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 2010. We intend to generate revenues from the
sale of Ankle Armor. To date, we have relied on the sale of equity securities
and capital from outside sources to finance our operations.





Results
of Operations for the Period From October 16, 2007 (Date of Inception) to April
30, 2009 and for the Three Months Ended April 30, 2009





Our results of
operations are summarized below:





Three
      Months Ended
              April
      30, 2009
              ($)
            Three
      Months Ended
              April
      30, 2008
              ($)
            October
      16, 2007
              (Date
      of Inception) to
              April
      30, 2009
              ($)Costs
      and Expenses
            6,385
            19,984
            108,842Net
      Loss
            (6,385)
            (19,984)
            (108,842)Net
      Loss per Share –Basic and Diluted
            (0.00)
            (0.00)
            n/aWeighted
      Average Shares Outstanding
            38,043,000
            38,026,244
            n/a




3




We
have had limited operations from our inception on October 16, 2007 to April 30,
2009 and we have not generated any revenues. From our inception on October 16,
2007 to April 30, 2009 we incurred total expenses of $108,842, including $8,000
in research and development and $100,842 in general and administrative
expenses.





For the three
months ended April 30, 2009 we incurred a net loss of $6,385. During the same
period in fiscal 2008 we incurred a net loss of $19,984. Our net loss per share
did not change during these periods.





Our total operating
expenses for the three months ended April 30, 2009 were $6,385. During the same
period in fiscal 2008 our operating expenses were $19,984. Our total operating
expenses consisted entirely of general and administrative expenses during these
periods.





Our general and
administrative expenses consist of professional fees, management fees, transfer
agent fees, investor relations expenses and general office expenses. Our
professional fees include legal, accounting and auditing fees, and our general
office expenses include bank charges, office maintenance, communication
expenses, courier, postage, office supplies and rent.





The decrease in our
operating expenses for the three months ended April 30, 2009 was primarily due
to a decrease in our professional fees.





Liquidity and Capital
Resources





As
of April 30, 2009 we had cash of $5,629 in our bank accounts and a working
capital deficit of $6,717. Our accumulated deficit from our inception on October
16, 2007 to April 30, 2009 was $108,842 and was funded primarily through equity
financing.





We
are dependent on funds raised through our equity financing. Our net loss of
$108,842 from our inception on October 16, 2007 to April 30, 2009 was funded
primarily through equity financing. From our inception on October 16, 2007 to
April 30, 2009 we raised gross proceeds of $102,125 from the sale of our common
stock.





From our inception
on October 16, 2007 to April 30, 2009 we spent net cash of $106,496 on operating
activities. For the three months ended April 30, 2009 we spent net cash of
$7,456 on operating activities, compared to net cash spending of $9,958 on
operating activities during the same period in fiscal 2008. The decrease in
expenditures on operating activities for the three months ended April 30, 2009
was primarily due to a decrease in our professional fees.





From our inception
on October 16, 2007 to April 30, 2009 we received net cash of $112,125 from
financing activities. During the three months ended April 30, 2009 we received
net cash of $10,000 from financing activities, compared to net cash received of
$15,625 from financing activities during the same period in fiscal 2008. The
decrease in receipts from financing activities for the three months ended April
30, 2009 was solely due to a reduction in proceeds from the sale of our common
stock.





Our cash level
decreased by $2,544 for the three months ended April 30, 2009.





Over the next 12
months we expect to spend approximately $1,090,000 on further researching and
developing Ankle Armor and on potential acquisitions of other injury protection
technologies and businesses. We have not attained profitable operations and are
dependent upon obtaining financing to continue our operations and pursue our
planned business activities. There is no assurance that any such financing will
be available.





We
anticipate that we will incur significant expenditures of capital over the next
12 months, and we are seeking equity financing to provide for the capital
required to fully carry out our business plan.





4




Our planned
expenses for the next 12 months (beginning June 2009) are summarized in the
table below:





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





At
present, our cash requirements for the next 12 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 $1,090,000 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.





Future
Financings





Our financial
statements for the three months ended April 30, 2009 have been prepared on a
going concern basis and contain an explanatory paragraph in Note 2 which
identifies issues that raise substantial doubt about our ability to continue as
a going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





We
have not generated any revenues, have achieved losses since our inception, and
rely upon the sale of our securities to fund our operations. We may not generate
any revenues from the sale of Ankle Armor or any other product or technology we
develop. Accordingly, we are dependent upon obtaining outside financing to carry
out our business plan.





5




Of
the $1,090,000 we require for the next 12 months, we had approximately $5,600 in
cash as of April 30, 2009. We intend to raise the balance of our cash
requirements for the next 12 months (approximately $1,084,400) from private
placements, shareholder loans or possibly a registered public offering (either
self-underwritten or through a broker-dealer). If we are unsuccessful in raising
enough money through such efforts, we may review other financing possibilities
such as bank loans. At this time we do not have a commitment from any
broker-dealer to provide us with financing, and there is no guarantee that any
financing will be available to us or if available, on terms that will be
acceptable to us. We intend to negotiate with our management and any consultants
we may hire to pay parts of their salaries and fees with stock and stock options
instead of cash.





If
we are unable to obtain the necessary additional financing, then we plan to
reduce the amounts that we spend on product development, manufacturing, and
sales and marketing so as not to exceed the amount of capital resources that are
available to us. If we do not secure additional financing our current cash
reserves and working capital will be not be sufficient to enable us to sustain
our operations and for the next 12 months, even if we do decide to scale back
our operations.





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.





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.





Audit
Committee





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





Item 3.    Quantitative and 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) 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(e) and Rule 15d-15(e) under the Exchange Act) during the quarterly period
ended April 30, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.


6




PART II – OTHER INFORMATION





Item 1.    Legal
Proceedings





We
are not aware of any legal proceedings to which we are a party or of which our
property is the subject. None of our directors, officers, affiliates, any owner
of record or beneficially of more than 5% of our voting securities, or any
associate of any such director, officer, affiliate or security holder are (i) a
party adverse to us in any legal proceedings, or (ii) have a material interest
adverse to us in any legal proceedings. We are not aware of any other legal
proceedings that have been threatened against us.





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





None.





Item 3.    Defaults Upon Senior
Securities





None.





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





None.





Item 5.    Other
Information





None.





Item 6.    Exhibits





ExhibitNumber
            ExhibitDescription31.1
            Certification pursuant to Rule 13a-14(a) or 15d-14(a) of
      the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
            Certification pursuant to 18 U.S.C. 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
    2002








SIGNATURES






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




Protecwerx
      Inc.(Registrant)/s/
      Darrin ZingerDate:
      June 15, 2009
            Darrin
      ZingerPresident,
      Chief Executive Officer, Chief
      Financial Officer, Principal Accounting Officer,
      Director


7