Pro-Tech Industries (PTCK) 10-Q/A 2008 Q2 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Amendment #1

(Mark One)

[X]		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2008
[   ]		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number 333-144076
Meltdown Massage and Body Works, Inc.
(Exact name of small business issuer as specified in its charter)
	Nevada					20-8758875
	(State or jurisdiction of incorporation or organization)					(I.R.S. Employer Identification No.)
					6021 Hunter Jumper Street
					North Las Vegas, Nevada 89081
			(Address of principal executive offices)
			(702) 991-3150
			(Issuer's telephone number)
				(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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. [X] Yes [  ] No

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited 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 [  ]                      

Accelerated filer [  ]

Non-accelerated filer [  ]

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. [X ] Yes [  ] No

TABLE OF CONTENTS

PAGE

PART I — FINANCIAL INFORMATION

3

ITEM 1. FINANCIAL STATEMENTS

3

ITEM 2. MANAGEMENT’S DISCUSSON AND ANALYSIS OF FINANCIALS CONDITION AND RESULTS OF OPERATIONS  9

ITEM 5. CONTROLS AND PROCEDURES

11

PART II — OTHER INFORMATION

13

ITEM 1. LEGAL PROCEEDINGS

13

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

13

ITEMS 3. DEFAULTS UPON SENIOR SECURITIES

13

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

13

ITEM 5. OTHER INFORMATION

13

None

13

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

13

SIGNATURES

15

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Meltdown Massage and Body Works, Inc.

(A Developmental Stage Company)

Balance Sheets

ASSETS
					June 30,		December 31,
					2008		2007
					(unaudited)
CURRENT ASSETS
	Cash				$	4,196	$	16,221
		Total Current Assets				4,196		16,221
		TOTAL ASSETS			$	4,196	$	16,221
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
	Accounts payable				$	-	$	-
	Advances from related parties					-		-
		Total Current Liabilities				-		-
STOCKHOLDERS' EQUITY
	Preferred stock, 5,000,000 shares authorized
	at par value of $0.001, no shares
	issued and outstanding					-		-
	Common stock, 70,000,000 shares authorized
	at par value of $0.001, 2,805,000 and 1,750,000		$0.001;	3,500,000
	shares issued and outstanding					3,500		3,500
	Additional paid-in capital					76,500		76,500
	Deficit accumulated during the development stage					(75,804)		(63,779)
		Total Stockholders' Equity				4,196		16,221
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	4,196	$	16,221
The accompanying notes are an integral part of these financial statements.

Meltdown Massage and Body Works, Inc.

(A Developmental Stage Company)

Statement of Operations

(unaudited)

					From				From
			For the Three		Inception on		For the Six		Inception on
			Months Ended		April 4, 2007		Months Ended		April 4, 2007
			June 30,		Through		June 30,		Through
			2008		June 30, 2007		2008		June 30, 2008
REVENUES			$	-	$	-	$	-	$                -
COST OF SALES			$		$		$		-
GROSS MARGIN				-		-		-	-
OPERATING EXPENSES
	General and administrative			8,005		3,000		12,025	75,804
		Total Operating Expenses		8,005		3,000		12,025	75,804
INCOME (LOSS) FROM
OPERATIONS				(8,005)		(3,000)		(12,025)	(75,804)
OTHER EXPENSES
	Interest expense			-		-		-	-
		Total Other Expenses		-		-		-	-
NET LOSS			$	(8,005)	$	(3,000)	$	(12,025)	$      (75,804)
BASIC LOSS PER SHARE			$	(0.00)	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING				3,500,000		3,500,000		3,500,000

The accompanying notes are an integral part of these financial statements.

Meltdown Massage and Body Works, Inc.

(A Developmental Stage Company)

Statements of Stockholders’ Equity

(unaudited)

				Additional
	Common Stock			Paid-in		Accumulated
	Shares	Amount		Capital		Deficit		Total
Balance on April 4, 2007	-	$	-	$	-	$	-	$	-
Common stock issued for
cash at $0.004 per share	2,000,000		2,000		3,000		-		5,000
Common stock issued for
cash at $0.05 per share	1,500,000		1,500		73,500		-		75,000
Net loss for the year ended
December 31, 2007	-		-		-		(63,779)		(63,779)
Balance,  December 31, 2007	3,500,000		3,500		76,500		(63,779)		16,221
Net loss for the six months ended June 30, 2008	-		-		-		(12,025)		(12,025)
Balance,  June 30, 2008	3,500,000	$	3,500	$	76,500	$	(75,084)	$	4,196
The accompanying notes are an integral part of these financial statements.

Meltdown Massage and Body Works, Inc.

(A Developmental Stage Company)

Statements of Cash Flows

(unaudited)

							From		From
					For the Six		Inception on		Inception on
					Months  Ended		April 4, 2007		April 4, 2007
					June 30,		Through		Through
					2008		June 30, 2008		June 30, 2008
OPERATING ACTIVITIES
	Net loss				$	(12,025)	$	(3,000)	$	(75,804)
	Adjustments to reconcile net loss to
	net cash used by operating activities:
		Common stock issued for services				-		-		-
	Changes in operating assets and liabilities:
		Increase (decrease) in accounts payable				-		-		-
			Net Cash Used by Operating Activities			(12,025)		(3,000)		(75,804)
INVESTING ACTIVITIES						-		-		-
FINANCING ACTIVITIES
		Proceeds from common stock issued				-		2,000		80,000
		Increase in advances from related parties				-		5,000		-
			Net Cash Used by Financing Activities			-		7,000		80,000
		NET DECREASE IN CASH				(12,025)		4,000		4,196
		CASH AT BEGINNING OF PERIOD				16,221		-		-
		CASH AT END OF PERIOD			$	4,196	$	4,000	$	4,196
SUPPLEMENTAL CASH FLOW INFORMATION:
		CASH PAID FOR:
				Interest	$	-	$	-	$	-
				Income taxes	$	-	$	-	$	-
The accompanying notes are an integral part of these financial statements.

Meltdown Massage and Body Works, Inc.

Notes to the Condensed Financial Statements

June 30, 2008 and December 31, 2007

NOTE 1 -

CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2008, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements.  The results of operations for the periods ended June 30, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

NOTE 2 -

GOING CONCERN

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

ITEM 2. MANAGEMENT’S DISCUSSON AND ANALYSIS OF FINANCIALS CONDITION AND RESULTS OF OPERATIONS

This section must be read in conjunction with the unaudited Financial Statements included in this report.

A.

Management’s Discussion

Meltdown Massage and Body Works, Inc. ("Meltdown" or the "Company"), incorporated in the State of Nevada on April 4, 2007,  is a development stage company with the principal business objective of becoming a premier chain of professional body treatment and skin care service centers offering spacious, luxurious settings and a multitude of personal services including a variety of styles of massages, aromatherapy, heated stones, exfoliate and moisturizing treatments, mud baths, facials, manicures and pedicures, waxing and special occasion make-up appointments as well as consultations for everyday make-up applications.  Meltdown has the intent of ultimately offering services in major retail malls, hotels and casinos making these social experiences even more enjoyable and relaxing.

The Company was founded based on the demands of individuals seeking the therapeutic physical, mental and emotional benefits of massage therapy and related services.  It is our goal to become the most dependable, consistent and professional body treatment and skin care service provider in operation in major metropolitan areas, thereby providing the customer with a known, reliable source for his or her therapeutic requirements.  

Meltdown Massage and Body Works, Inc. is attempting to become fully operational.  In order to generate revenues, we must address the following areas:

1.  Develop and Implement a Marketing Plan:  In order to promote our company and establish our public presence, we believe we will be required to develop and implement a comprehensive marketing plan.  We intend print media and the internet to be the focus of our marketing and sales efforts.  To date, we have no marketing or sales initiatives or arrangements.  Without any marketing campaign, we may be unable to generate interest in, or generate awareness of, our company.

2.  Develop Business-to-Business Relationships:  We intend to build profitable, value-oriented relationships between the multiple large businesses and corporations.

3.  Create Customer Loyalty:  The financial rewards of customer loyalty run deep and increase the financial stability of any business.  We intend to market to our customers and potential customers with the industries best customer relations management team implementing a well-developed customer relations plan.

We are a small, start-up company that has not generated any significant revenues and lacks a stable customer base.  Since our inception to the present, we have not generated any significant revenues and have incurred a cumulative net loss as indicated in our financial statements. We believe that the funds expected to be received from the maximum sale of our common equity will be sufficient to finance our efforts to become fully operational and carry us through the next twelve (12) months, of which there can be no guarantee. We believe that the recurring revenues from sales of services will be sufficient to support ongoing operations. Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from sales of services will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doub t about our ability to continue as a going concern.  If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for us to stay in business.

In the initial approximately fourteen month operating period from April 4, 2007 (inception) to June 30, 2008, the Company generated no revenues while incurring $75,804 in general and administrative expenses. This resulted in a cumulative net loss of $75,804 for the period then ended from inception, which is equivalent to $(0.00) per share.  

During the six months ended June 30, 2008, the Company generated no revenues while incurring $12,025 in general and administrative expenses. This resulted in a net loss for the quarter ended June 30, 2008 of $12,025. The net loss for both periods is attributable primarily to the continuing costs of start-up operations.

Liquidity and Capital Resources

As of June 30, 2008, the Company had $4,196 in working capital.  The Company’s current assets as of June 30, 2008 consisted of $4,196 in cash and funds in escrow.

B.

Plan of Operation

Meltdown Massage and Body Works, Inc. was incorporated on April 4, 2007.  As of the date of this document, we have generated minimal revenues and substantial expenses.  This resulted in a net loss of since inception, which is attributable to general and administrative expenses.

Since incorporation, we have financed our operations through minimal initial capitalization and nominal business activity.  

To date we have not implemented fully planned principal operations.  Our ability to commence operations is entirely dependent upon the proceeds to be raised in this offering.  If we do not raise at least the minimum offering amount, we will be unable to establish a base of operations, without which it will be unable to begin to generate any revenues.  The realization of sales revenues in the next 12 months is important in the execution of the plan of operations.  However, we cannot guarantee that it will generate such growth.  If we do not produce sufficient cash flow to support our operations over the next 12 months, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  There are no formal or informal agreements to attain such financing.  We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms.  Without realization of additional capital, it would be unlikely for operations to continue.

Meltdown Massage and Body Works, Inc.’s management does not expect to conduct any research and development.

Meltdown Massage and Body Works, Inc. currently does not own any significant plant or equipment that it would seek to purchase or sell in the near future.  

Our management does not anticipate any significant changes in the number of employees in the next 12 months.  Currently, we believe the services provided by our sole officer and director appears sufficient at this time.

We have not paid for expenses on behalf of any director.  Additionally, we believe that this practice will not materially change.

We have no current plans to seek a business combination with another entity.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

Our revenue is invoiced and received in United States dollars.  We currently have no customers outside the U.S. and therefore have no exposure to foreign currency exchange risk.

Interest Rates

Our exposure to market risk for changes in interest rates relates primarily to the increase or decrease in the amount of interest income we earn on our investment portfolio. Our investment portfolio consists of liquid investments that have maturities of three months or less. Our risk associated with fluctuating interest income is limited to investments in interest rate sensitive financial instruments. Under our current policy, we do not use interest rate derivative instruments to manage this exposure to interest rate changes. We seek to ensure the safety and preservation of its invested principal by limiting default risk, market risk, and reinvestment risk.  We mitigate default risk by investing in short-term investment grade securities.

ITEM 4. CONTROLS AND PROCEDURES

The effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) was evaluated under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective in providing reasonable assurance that the information required to be disclosed in this quarterly report is recorded, processed, summarized and reported within the time period required for the filing of this quarterly report.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended) identified in connection with the evaluation of our internal control performed during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system no matter how well conceived and operated can provide only reasonable, not absolute assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of control systems must be considered relative to their cost. As a result of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues of fraud, if any, have been detected.

ITEM 5. CONTROLS AND PROCEDURES

Based on their most recent review, which was completed within ninety days of the filing of this report, Meltdown’s Officers have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by Meltdown in the reports it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to Meltdown’s management, including its Officers, as appropriate to allow timely decisions regarding required disclosure and are effective to ensure that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.  There were no significant changes in Meltdown’s internal controls or in other factors that could significantly affect those controls subsequent to the date of their evaluation.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

None

ITEMS 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits required byItem 601 of Regulation S-B

Exhibit Number	Name and/or Identification of Exhibit
3.	Articles of Incorporation & By-Laws
	(a) Articles of Incorporation of Meltdown Massage and Body Works, Inc. filed on April 4, 2007, incorporated by reference to the Registration Statement on Form SB-2, as amended, filed with the SEC on July 26, 2007. (b) Bylaws of Meltdown Massage and Body Works, Inc. adopted on April 10, 2007, incorporated by reference to the Registration Statement on Form SB-2, as amended, filed with the SEC on July 26, 2007. (c) Certificate of Articles of Incorporation of Meltdown Massage and Body Works, Inc., incorporated by reference from the Form SB-2, as amended, filed with the SEC on July 26, 2007.
31.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002

(b) Reports on Form 8-K

During the first quarter of 2008, MELTDOWN MASSAGE AND BODY WORKS, INC. filed the following Current Reports on Form 8-K:

Date of Report	Date Filed	Items Reported
None	None	None

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.

Meltdown Massage and Body Works, Inc.
(Registrant)
Signature	Title	Date
/s/ Melissa Schessler	President & CEO, Director	September 12, 2008
Melissa Schessler
/s/ Melissa Schessler	Secretary, Treasurer, Director	September 12, 2008
Melissa Schessler
/s/ Melissa Schessler	Principal Financial Officer	September 12, 2008
Melissa Schessler
/s/ Melissa Schessler	Principal Accounting Officer	September 12, 2008
Melissa Schessler