MADSEN & ASSOCIATES CPA'S INC.                           684 East Vine St. #3
Certified Public Accountants and Business Consultants    Murray, Utah 84107
                                                         Telephone 801-268-2632
                                                         Fax 801-262-3978



              CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS


We have issued our report dated November 8, 2004, accompanying the
audited financial statements of Protec Industries, Inc., as September 30,
2004 and December 31, 2003, and the related statements of operations,
stockholders' equity, and cash flows and for the nine months ended
September 30, 2004 and the years ended December 31, 2003 and 2002 and
hereby consent to the incorporation by reference to such report in
Registration Statement on From SB2A.

November 18, 2004                   /s/ Madsen & Associates, CPA's Inc.