Protech Global Holdings Corp. - FORM 10-Q

Attached files

file	filename
EX-31.1 - Protech Global Holdings Corp.	v167313_ex31-1.htm
EX-31.2 - Protech Global Holdings Corp.	v167313_ex31-2.htm
EX-32.1 - Protech Global Holdings Corp.	v167313_ex32-1.htm
EX-32.2 - Protech Global Holdings Corp.	v167313_ex32-2.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-52643

PROTECH GLOBAL HOLDINGS CORP.

(Exact name of small business issuer as specified in its charter)

Delaware		20-5941535
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification number)

3363 NE 163 rd Street Suite 706
North Miami Beach, Florida		33160
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number, including area code: (786) 629-0334

No Change

(Former name, former address and former

fiscal year, if changed since last report)

Indicate by check mark whether the issuer (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 required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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 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		Small 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 o No o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date:18,212,050 shares of Common Stock, $.0001 par value as of November 19, 2009.

INDEX

PART I. – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Balance Sheets at September 30, 2009 (unaudited) and December 31, 2008 (audited)		F-1

Statement of Operations for the Three and Nine Month Periods ended September 30, 2009 and September 30, 2008 and from inception (November 20, 2006) through September 30, 2009 (unaudited)		F-2

Statements of Cash Flows for the Nine Month Period Ended September 30, 2009 and September 30, 2008 and from Inception to September 30, 2009 (unaudited)		F-3

Notes to Interim Financial Statements as of September 30, 2009 (unaudited)		F-4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	4

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	6

Item 4.	Controls and Procedures	7

Item 4t.	Controls and Procedures	7

PART II. – OTHER INFORMATION

Item 1.	Legal Proceedings	7

Item 1A.	Risk Factors	7

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7

Item 3.	Defaults Upon Senior Securities	7

Item 4.	Submission of Matters to a Vote of Security Holders	7

Item 5.	Other Information	7

Item 6.	Exhibits	8

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for 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, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended September 30, 2009 are not necessarily indicative of the results of operations for the full year.

PROTECH GLOBAL HOLDINGS CORP. & SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

	September 30,2009 (Unaudited)			December 31,2008
ASSETS

CURRENT ASSETS:
Cash & Cash equivalents	$	51,894		$	160,222
Accounts receivable, net		1,216,676			1,076,697
Prepaid assets, related party		20,760			-
Prepaid assets		147,844			238,285
Inventories, net		136,294			242,094
Notes receivables		86,928			82,452
Deferred tax asset, current		21,340			-
Total Current assets		1,681,735			1,799,750

PROPERTY AND EQUIPMENT, NET		600,271			475,811

OTHER NON CURRENT ASSETS		18,954			18,933

TOTAL ASSETS	$	2,300,959		$	2,294,494

LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,368,748		$	1,594,386
Notes Payable		40,000			-
Installments payable, current portion		36,080			10,825
Secured loans, current portion		185,548			136,788
Deferred tax liability, current		-			502
Other current liabilities, related party		64,896			-
Other current liabilities		27,647			22,734
Total Current liabilities		1,722,919			1,765,235

LONG TERM LIABILITIES:
Installments payable, net of current portion		82,783			11,920
Deferred tax liability		6,602			5,943
Other non-current liabilities		10,570			10,346
Total long-term liabilities		99,955			28,209

TOTAL LIABILITIES		1,822,874			1,793,444

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, -0-shares issued and outstanding		-			-
Common stock, $0.0001 par value, 300,000,000 shares authorized, 18,212,050 and 16,993,650 shares issued and outstanding at September 30, 2009 and December 31,2008, respectively		1,821			1,699
Additional paid-in capital		948,244			790,501
Retained earnings (deficit)		(433,941	)		(245,151	)
Accumulated other comprehensive income		(38,039	)		(45,999	)
Total stockholders' equity		478,085			501,050

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,300,959		$	2,294,494

The accompanying notes are in integral part of these consolidated financial statements.

F-1

PROTECH GLOBAL HOLDINGS CORP. & SUBSIDIARY

STATEMENTS OF OPERATIONS

AND OTHER COMPREHENSIVE INCOME

(UNAUDITED)

	For the Three Months Ended September 30,2009			For the Three Months Ended September 30,2008			For the Nine Months Ended September 30,2009			For the Nine Months Ended September 30,2008
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

REVENUES:
Sales	$	403,983		$	208,807		$	1,051,407		$	1,947,443

COST OF SALES
Cost of sales		285,092			134,634			741,008			942,139

GROSS PROFIT		118,892			74,173			310,399			1,005,304

EXPENSES:
General and administrative expenses		117,398			254,291			502,731			1,223,956

NET OPERATING INCOME (LOSS)		1,493			(180,118	)		(192,332	)		(218,651	)

OTHER INCOME (EXPENSES)
Interest income		-			795			5			3,101
Interest income, related party		1,509			1,508			4,476			4,489
Interest expenses		(112	)		-			(112	)		(3,342	)

NET INCOME (LOSS) BEFORE INCOME TAX		2,890			(177,815	)		(187,963	)		(214,403	)

INCOME TAX EXPENSES		14,939			-			826			12,391

NET INCOME (LOSS)	$	(12,049	)	$	(177,815	)	$	(188,790	)	$	(226,794	)

OTHER COMPREHENSIVE INCOME (LOSS)

FOREIGN CURRENCY TRANSLATION ADJUSTMENT		1,417			(25,542	)		7,960			(46,752	)

NET COMPREHENSIVE INCOME (LOSS)	$	(10,631	)	$	(203,357	)	$	(180,830	)	$	(273,546	)

EARNING PER SHARE	$	(0.0007	)	$	(0.0168	)	$	(0.0104	)	$	(0.0214	)

The accompanying notes are in integral part of these consolidated financial statements.

F-2

PROTECH GLOBAL HOLDINGS CORP. & SUBSIDIARY

STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM DECEMBER 31, 2006 TO SEPTEMBER 30, 2009

	Common Stock
	Number of Shares		Amount		Additional Paid- in Capital			Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Stockholders’ Equity (Deficit)

Balance, December 31, 2006 (Audited)		5,000,000	$	500	$	13,392		$	5,423		$	195,015		$	214,330
Issuance of common stock pursuant to a private placement @ $0.054 per share		5,000,000		500		269,500			-			-			270,000
Foreign currency translation		-		-		-			30,217			-			30,217
Net loss		-		-		-			-			(20,546	)		(20,546	)
Balance, December 31, 2007 (Audited)		10,000,000		1,000		282,892			35,640			174,469			494,001
Consolidation Adjustment						(13,392	)					(252,201	)		(265,593	)
Issuance of common stock pursuant to a private placement @ $0.50 per share		613,000		61		275,839						-			275,900
Issuance of common stock for private placement fees		30,650		3		(3	)					-			-
Issuance of common stock for services		250,000		25		7,875						-			7,900
Issuance of stock pursuant to merger agreement		6,100,000		610		237,290						-			237,900
Foreign currency translation		-		-		-			(81,639	)		-			(81,639	)
Net loss		-		-		-						(167,419	)		(167,419	)
Balance, December 31, 2008 (Audited)		16,993,650		1,699		790,501			(45,999	)		(245,151	)		501,050
Issuance of common stock pursuant to a private placement @ $0.50 per share		307,000		31		153,469						-			153,500
Share issue expenses						(18,420	)								(18,420	)
Issuance of common stock for services		911,400		91		22,694									22,785
Foreign currency translation									7,960						7,960
Net loss		-		-		-						(188,790	)		(188,790	)
Balance, September 30, 2009 (Unaudited)		18,212,050	$	1,821	$	948,244		$	(38,039	)	$	(433,941	)	$	478,085

The accompanying notes are in integral part of these consolidated financial statements

F-3

PROTECH GLOBAL HOLDINGS CORP. & SUBSIDIARY

STATEMENTS OF CASH FLOWS

	For the Nine Months Ended September 30,2009			For the Nine Months Ended September 30,2008
	(Unaudited)			(Unaudited)

CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss)	$	(188,790	)	$	(226,794	)
Adjustment to reconcilenet income to net cash provided (used) by operating activities
Stock issued for services		22,785			-
Deferred tax		(20,963	)		(18,104	)
Profit on sale of assets		-			(10,294	)
Employee retirement benefit		-			(1,197	)
Provision for doubtful accounts		85,220			57,610
Depreciation		50,258			60,089
Changes in current assets and liabilities
Accounts receivables		(199,917	)		69,141
Prepaid expenses		73,579			60,500
Inventories		109,171			(66,724	)
Notes receivable (interest)		(4,476	)		(2,034	)
Option to lease		-			(18,000	)
Current liabilities		(143,033	)		(1,318,179	)
Net cash provided (used) by operating activities		(216,166	)		(1,413,986	)

CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(161,901	)		20,230
Net cash provided (used) by investing activities		(161,901	)		20,230

CASH FLOW FROM FINANCING ACTIVITIES:
Borrowings, net of repayments		94,013			(9,891	)
Proceeds from issuance of common stock		153,500			306,500
Payment of financing fee		(18,420	)		(30,600	)
Proceeds from Notes Payable		40,000			(40,000	)
Net cash provided (used) by financing activities		269,093			226,009

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(108,974	)		(1,167,747	)

EFFECTS OF EXCHANGE RATES CHANGES IN CASH AND CASH EQUIVALENTS
Foreign currency translation adjustment		645			(101,632	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(108,329	)	$	(1,269,379	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		160,222			1,623,004

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	51,894		$	353,625

The accompanying notes are in integral part of these consolidated financial statements

F-4

PROTECH GLOBAL HOLDINGS CORP. & SUBSIDIARY

STATEMENTS OF CASH FLOWS (CONTINUED)

	September 30, 2009		September 30, 2008

CASH PAID DURING THE PERIOD FOR:

Interest	$	11,267	$	21,508
Taxes	$	14,428	$	18,616

The accompanying notes are in integral part of these consolidated financial statements.

F-5

PROTECH GLOBAL HOLDINGS CORP. & SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2009

(UNAUDITED)

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements are as follows for the three months ended September 30, 2009

1. Organization and Nature of Operations

SFH I Acquisition Corp. (the “Company”), a development stage company as defined in Financial Accounting Standards Board Statement No. 7, was formed in Delaware on November 20, 2006. The Company’s fiscal year end is December 31.

The Company’s primary purpose is to acquire an operating business. In this regard, the Company is a “blank check” company, which the SEC defines as “a development stage company” that has no specific business plan or purpose, or which has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued ‘penny stock,’ as defined in Rule 3a 51-1 under the Securities and Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities; either debt or equity, until such time as the Company concludes a business combination, to the extent that occurs.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent, that desires to employ the Company’s funds in its business. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.

Merger with Protech

On Jan 1, 2008 Company decided to acquire 100 % of the outstanding common shares of Protech Biosystems Private Limited & entered into formal agreement on June 17, 2008. The results of Protech Biosystems Private Limited have been included in the consolidated financial statement. Since that date the Purchase Consideration was decided on the basis of assets and liabilities position of Protech Biosystems Private Limited as on Dec 31,2008.The Company agreed to issue the common stock to the shareholders of Protech Biosystems Private Limited in exchange for 6.1 million shares of the company common stock. The Protech Biosystems Private Limited is the company incorporated in India. The acquisition process was completed on October 23, 2008.

Protech Biosystems Pvt. Ltd. was incorporated in 1998 in New Delhi, India with a mission to cater domestic and global requirements of the market in pharmacological products. In a short span the company has gained creditability in pharmacological product segments and offered some of the most remedies for ailments to the industry. The Company have nine sections of formulations i.e. Tablets, capsules, Liquid Oral, External Liquid, Injectables, Ointments, Eye/Ear drops. Manufacturing Unit is equipped with ultra-modern and highly automated machinery to ensure lower cost of production. Manufacturing unit is also free from pollution and environmental hazards. Manufacturing more than 50 formulations,

The aggregate purchase price was $ 237,900 for which company issued 6.1 million common stock as per the share exchange agreement. The value 6.1 million common shares issued was determined based on the share purchase agreement entered with the shareholders of Protech Biosystems Private Limited.

The estimated fair value of assets acquired and liabilities assumed at date of acquisition is detailed below:

	(In USD)
Cash & cash equivalents		1,462,888.25
Account Receivables		972,799.99
Prepaid assets-related parties		100,608.67
Other prepaid assets		266,795.85
Inventories		409,531.62
Deferred tax assets-current		13943.18
Property, Plant & Equipment (net)		713,777.67
Other Assets		1,164.94

Total assets Acquired (A)		3,941,509.99

F-6

Accounts Payable			2,912,786.12
Accrued expenses			6,465.41
Accrued payroll & related expenses			50,924.40
Current portion of instalment payable			13,621.72
Secured loans – current			609,082.10
Other current liabilities			1,303.35
Non current portion of instalment payable			28,386.03
Deferred tax liability-non current			8,666.20
Other non current liabilities			44,681.98

Total Liabilities Assumed (B)			3,675,917.31

Fair value of Net Assets acquired (A) – (B)			265,593

The above fair value was estimated by the management considering their book value and market price of the asset on that date. In absence of active market price of long lived assets, the book value has been considered as the fair value on the date of acquisition.

The Company has accounted the business combination as per FASB statement 141.As per this statement , if the sum of the amounts assigned to assets acquired and liabilities assumed will exceed the cost of the acquired entity (excess over cost or excess),that excess shall be allocated as a pro rata reduction of the amounts that otherwise would have been assigned to all of the acquired assets except (a) financial assets other than investments accounted for by the equity method, (b) assets to be disposed of by sale, (c) deferred tax assets, (d) prepaid assets relating to pension or other postretirement benefit plans, and (e) any other current assets. Such excess amount as calculated above on the acquisition is $ 27,693 and by this excess PPE value has been reduced.

2. Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), to reflect the financial position, results of operations and cash flows of the Company.

3. Functional and Presentation Currency

Items included in the Financial Statement are measured using the currency of the primary economic environment in which the entity operates. Indian Rupee is the functional currency of Protech Biosystems Private Limited, India (Subsidiary) and USD is the functional & reporting currency of Protech Global holdings Corporation,USA.

4. Use of Estimates

In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, the Company’s management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods; actual results could differ from those estimates. Management's estimates for rebates, discounts and returns, future obligations under employee benefit plans, the useful life of tangible and the realization of deferred tax assets represent estimates.

5. Foreign Currency Transaction

The functional and reporting currency of the Company is USD. Monetary assets and liabilities in foreign currency are translated into the functional currency at the rate of exchange prevailing at the balance sheet date. Foreign currency transactions are converted from Indian rupees at the rates of exchange prevailing on the date of the respective transactions. The resulting exchange gains/ losses are included in the statement of Income. All foreign exchange gains and losses are recorded under "Foreign exchange (gain) / loss" in the accompanying financial statements & included with general and administrative expenses.

6. Translation of foreign currency financial statement

Foreign currency financial statement of the subsidiary for quarter ending September 30, 2009 has been translated as per the guidance provided in SFAS 52 of FASB. As per this statement all asset & liabilities are translated using the current exchange rate on the date of the balance sheet & weighted average rate of revenue/expenses. Equity are translated at historical rate. The difference in exchange in translation is accumulated in other comprehensive income & reported in change in equity statement.

F-7

7. Cash Flow in foreign currency

Company’s substantial cash flow is in INR, which is the functional currency of its Indian subsidiary “Protech Biosystems Pvt. Ltd.”. The statement of cash flow has been translated in USD from functional currency of Indian subsidiary by applying appropriate exchange rate so that resultant cash flow is the same as if the rate at the dates of cash flow is used. In compliance with the requirement of SFAS 95, these cash flows have been aggregated with the cash flow of holding company, functional currency of which is USD

8. Revenue Recognition

(a) Product sales

Revenue from sales of active pharmaceutical ingredients and formulation products is recognized when title and risk of loss of products are transferred to the customer and the following criteria are met:

• Persuasive evidence of an arrangement exists;

• The price to the buyer is fixed and determinable; and

• Collectibility of the sales price is reasonably assured.

(b) Other revenues

Other revenues include export incentives, interest and claim settlements. Revenues under claim settlement agreements are recognized in accordance with the terms of the respective settlement agreements in the period in which the claim is received. Export incentives are recognized on an accrual basis when the right to receive the incentives is established in accordance with the applicable laws. Interest is recognized on time proportion basis.

9. Income Taxes

The provision for current income tax expense is estimated by the company in accordance with the Indian income tax laws. The Company accounts for deferred income taxes under the liability method, in accordance with Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes". Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates as on the date of the financial statements.

The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period of change. Based on management's judgment, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits for which it is more likely than not that some portion or all of such benefits will not be realized.

Income Tax Expenses during the Nine months ending September 30, 2009 includes-

Income Tax Expenses			21,789
Deferred Tax			20,963
Total Income tax Expenses			826

Reconciliation of income tax expenses during the three months ended September 30, 2009

		Amount (In USD)
	Net Loss as per Consolidated Income Statement		(12,049	)
Less	Loss Pertaining to Business Operation in USA not to be considered for taxation of profit from Indian Operation		(7,491	)
	Profit / (Loss) from Indian Operations		(4,558	)
Add	Inadmisable expenses as per Indian Tax Laws		57,437
	Taxable Profit / (Loss) from Indian Operations		52,879

	Income Tax as per Indian Tax Law		17,959
Add	Deferred Tax during the three months ended Sep-09		(3,020	)

	Total Income tax expenses as per consolidated Income Statement during the three months ended September 2009		14,939

The above Income tax expenses have been calculated based on the allowances / disallowance on the income of subsidiary company in India as per the tax law in India. Losses of holding company in US have been ignored as they can’t be set-off with the taxable income in India.

F-8

10. Research and development costs

Research and development costs are expensed as incurred.

11. Impairment of long-lived assets

The Company follows the guidance of Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets". The company review long-lived assets and certain identifiable intangibles held and used for possible impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Under FAS 144, and impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the assets and its eventual disposition are less than the carrying value. Impairment, if any, is assessed using discounted cash flows. The Company had no such losses in the quarter ending September 30, 2009.

12. Fair value of financial instruments: SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” as amended by SFAS No. 157 ‘Fair value measurement’. This statement emphasizes that the fair value is a market based measurement, not an entity specific measurement. This statement also establishes a fair value hierarchy. It requires management to disclose the estimated fair value of certain assets and liabilities defined by SFAS No. 107 as financial instruments. Financial instruments are generally defined by SFAS No. 107 as cash and cash equivalents, evidence of ownership interest in equity, or a contractual obligation that both conveys to one entity a right to receive cash or other financial instruments from another entity and imposes on the other entity the obligation to deliver cash or other financial instruments to the first entity. Management believes that the carrying amounts of cash and cash equivalents, accounts receivable and accounts payable and accrued expenses approximate fair value because of the short maturity of these financial instruments. Management also believes that the carrying amounts of its notes payable and installment loans approximate fair value.

13. Other Comprehensive Income

Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," establishes rules for the reporting of comprehensive income and its components. Comprehensive income is defined as all changes in equity from non-owner sources. For the Nine months ending September 30, 2009, the other comprehensive income / (loss) are $ 7,960.

14. Basic and Diluted Earnings per Common Share

Basic earnings per common share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares outstanding plus the dilutive effects of outstanding options and warrants to acquire common shares during the period. In loss periods, dilutive common equivalent shares are excluded because the effect would be anti-dilutive. The Company had not issued any dilutive common share equivalents at September 30, 2009.

15. Recent Accounting Pronouncements

SFAS No. 159 – In February 2007, the FASB No. 154 issued Statements of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments.

SFAS No. 141 (revised 2007) – In December 2007, the FASB issued Statement No. 141 (revised 2007), Business Combinations. This statement replaces FASB Statement No. 141 Business Combinations. The objective of this Statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, this Statement establishes principles and requirements for how the acquirer 1) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquire, 2) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and 3) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently assessing the potential effect of SFAS 141 (revised 2007) on its financial statements.

F-9

SFAS No. 160 – In December 2007, the FASB issued Statement No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require 1) the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled, and presented in the consolidated statement of financial position within equity, but separate from the parent’s equity, 2) the amount of consolidated net income attributable to the parent and to the non-controlling interest be clearly identified and presented on the face of the consolidated statement of income, 3) changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, 4) when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, and 5) entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. This Statement is effective for

fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.The statement is not relevant to the company.

SFAS No. 161 - In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.” This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.

This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives.

This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently evaluating SFAS161 and has yet not determined its potential impact on its future results of operation or financial position.

16. Cash and cash equivalents

Cash and cash equivalents consists of cash in hand USD 150, balance with the banks in current accounts USD 51,744. Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less.

17. Account Receivables

Account receivables are stated at its realizable value. Allowances have been made for those receivables where there is uncertainty of collection. If receivable is deemed uncollectible, the company writes it off against the reserves.

Accounts receivable, net consist of the followings

	30th September 2009		31st December 2008
	USD		USD
Accounts Receivable		1,355,681		1,127,912
Less: Allowance for doubtful debts		139,006		51,215
Accounts receivable, net		1,216,676		1,076,697

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18. Inventories, net

a) Inventories consist of raw materials, work-in-process, finished goods, and packaging materials, and are stated at cost unless the utility of goods is no longer as great as cost. In such cases, Inventory is valued at lower of cost or market. Cost is determined using the first-in-first-out methods for raw materials and packaging materials and includes the purchase price and attributable direct costs, less trade discounts but does not include Excise Duty as per Indian Excise Law which is the Tax on Manufacturing. The Company expects that substantial part of Finished Goods as on 30.09.2009 will be sold in export market.

Allowance for potentially obsolete or slow moving inventory, if any, is made on the basis of management's analysis of inventory levels, expiration dates and prevailing market conditions as part of cost of sales.

Duty Entitlement Pass Book (DEPB) is valued at the expected realizable value and has been included in inventories. At the time of sale of this inventory the proceeds will be added to the sales revenue.

b) Inventories as stated in the balance sheet as of September 30, 2009 consist of:-

	30th September 2009		31st December 2008
	USD		USD
Finished Goods		16,960		81,165
Raw Material		12,223		46,064
Packing Material		34,748		53,612
Work in Progress		4,492		8,365
DEPB		67,871		52,889
TOTAL		136,294		242,094

19. Property, plant and equipment

a) Property, plant and equipment are stated at historical cost less accumulated depreciation. Depreciation is calculated on the written down value method over the estimated useful life of the respective assets.

The useful lives of assets have been estimated as follows:

S. No.	Asset	Estimated Useful life
1.	Buildings– Factory Buildings	28 years
2.	Buildings– Residential building	58 years
3.	Plant & Machinery	20 years
4.	Computer equipment	6 years
5.	Furniture, fixtures and office equipment	15 years
6.	Vehicles	10 years

The interest cost incurred for funding an asset during its construction period is capitalized based on the actual investment in the asset and the average cost of funds; and was nil during the nine months ended September 30, 2009 The capitalized interest is included in the cost of the relevant asset and is depreciated over the estimated useful life of the asset.

b) Major classes of Property Plant & Equipment balances as stated in the balance sheet are as under:

Heads	30th September 2009			31st December 2008
	USD			USD
Land		93,312			91,334
Building		136,624			143,531
Plant & Machinery		217,941			212,623
Computer Equipment		3,600			4,791
Furniture & Fixture		14,286			15,781
Vehicles		162,203			35,443
TOTAL		627,964			503,504
Consolidation Adjustment		(27,693	)		(27,693	)
Net		600,271			475,811

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20. Other Current Assets

Other current asset consists of following:

	30th September 2009		31st December 2008
	USD		USD
Imprest to field staff		8,017		16,606
Fixed deposits		2,577		2,322
Fixed deposits-(Bank.Guarantee)		2,076		4,064
Security Deposit		571		264
Travel Advance		-		11,636
Loan & Advances(Advances to suppliers)		32,084		86,289
Amount Recoverable In Cash Or Kind		163,187		174,091
Other prepaid exp.		5,211		-
FBT		5,086		8,331
Income Tax		24,912		38,608
TDS Receivable		566		7,713
Less: Allowance for FBT		4,152		5,080
Less: Allowance for tax		80,964		90,424
Less: Allowance for uncertain Tax Liability		11,327		11,087
Less: Allowance for valuation allowance		-		5,048
TOTAL		147,844		238,285

21. Other Prepaid assets, related party

Other Prepaid assets, related party consist of following:

Name of the Related Party		Type of Relation		Nature of Transaction		Amount (In USD) 30th September 2009			Amount (In USD) 31th December 2008
Protech Cold Storage Pvt. Ltd.		Common Director		Unsecured Advances			20,760		Nil

22. Other Current Liabilities, related party

Other Current liabilities, related party consist of following:

Name of the Related Party	Type of Relation	Nature of Transaction	Amount (In USD) 30th September 2009		Amount (In USD) 31th December 2008
Protech Biosciences Pvt. Ltd.	Common Director	Unsecured Loan		31,012	Nil
Raju Kumar Singh	Shareholders	Unsecured Loan		3,872	Nil
Sanjiw Kumar Singh	Director & Shareholders	Unsecured Loan		30,012	Nil
Total				64,896	Nil

23. Accounts Payable and other accrued liabilities:

Accounts payable consists of the liabilities of short maturity, management believes that the account payables are approximate to fair value because of its short maturity.

24. Loan payable to bank: The Company had the following loan payable as on 30th September 2009.

Overdraft Facility from Deutsche Bank AG

185,548

One of the directors of the company has pledged his mutual fund units (investments) as securities to the bank.

25. Retirement and Other Long Term Employee benefits to the employee:-

I) Post retirement benefit plan: - For defined benefit schemes the cost of providing benefits is determined using the projected unit credit method with actuarial valuation carried out at each balance sheet date. Actuarial gains and losses are accounted for as per US GAAP corridor approach. Benefit on normal retirement is given to employees as per the provisions of payment of gratuity Act 1972(In India) and leave compensation as per policy of the company. The defined benefit plan is non funded.

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II ) Short term employee benefit : - The undiscounted amount of short term employee benefits term is expected to be paid in exchange for the services rendered by the employees is recognized during the period when the employee renders the service.

III) Defined contribution plan: - The Company makes contribution towards Provident Fund (PF), a defined contribution retirement benefit plan for qualifying employees. The PF is operated by the regional PF Commissioner in India. Under this scheme the company is required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit. The amount of contribution is charged to income statement.

26. Disclosure of Defined Benefit Plan:

(A) Change in benefit obligations

Particulars		Amount

Projected benefit obligation as at the end of the period (09/30/2009)		USD10570

(B) Net cost for the three months ended on 30th September 2009 is to be charged in income statement. However amount of three months will not be material

27. Auditors Remuneration:-

For Audit as per US GAAP:

USD 4,700

28. Related Party Transaction:

Our officers and directors are involved in other business activities and may in the future become involved in other business pursuits when opportunities present themselves. As a result of these other activities, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

(a) Notes Receivable

At September 30, 2009, the Company holds notes receivable aggregating $75,000 with a pharmaceutical company in which the Company’s President is a major shareholder. The notes bear interest at 8% per annum. Any overdue principal bears interest at 14% per annum. The notes are unsecured and mature in November 2009. The interest income associated with the notes receivable amounted to $4,476 during the Nine months ended September 30, 2009. The Fair value of the notes as on September 30, 2009 is based on the present value of the future cash inflows from the notes. Management expects the full realization of these notes.

During the Nine months ended September 30, 2009, the Company paid $18,420 in financing fees to a related party by means of common management.

(d) Officer Compensation

During the Nine months ended September 30, 2009, the Company paid $21,646 in compensation to its President.

(e) Other Payments

During the Nine months ended September 30, 2009, made the following payments to related parties:

S. No.	NAME OF RELATED PARTY	TYPE OF RELATION	NATURE OF TRANSACTION	AMOUNT (IN USD)
1.	Sanjiw Kimar Singh	Director	Director Remuneration		20,206
2.	Rana Rajesh Kumar	Director	Director Remuneration		14,695
3.	Uday Partap Singh	Father of Director	Rent Payment		1,837
4	Alan Jay Weisberg	Secretary & Director	Consulting Fee	3,750 (Share Based payment

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29. Notes Payable

During September 2009 borrowings of USD 40000 was made @ 6% p.a. which was repaid after the quarter ended i.e. in October 2009

30. Deferred Tax: Components of deferred tax on account of temporary differences in:-

S. NO.	PARTICULRS	AMOUNT(USD)		NATURE
	Deferred Tax Liability
1.	Taxable Temporary Difference (Inventories)		20,361	Current
2.	Taxable Temporary Difference (Depreciation)		9,773	Non Current
	Deferred Tax Assets
1.	Taxable Temporary Difference (Retirement obligations)		3,171	Non Current
2.	Taxable Temporary Difference (Allowance For Doubtful Debts)		41,701	Current
	Net Deferred Tax ASSET		14,738

31. Major Customer –For the Nine months September 30, 2009, the company had one customer generated sales in excess of 10% of the company’s total sales. Sales to this customer totaled $924,724 (88% of Total Revenue). At September 30, 2009, the receivable balance from this customer was $1,165,055 or 96% of accounts receivable.

32. Operating Segment-Company has only one operating segment as it is manufacturing and selling the Pharmaceutical products.

11% of revenue is derived from Republic of India and 89% of revenue is derived from CIS countries.

33. COMMITMENT AND CONTINGENCIES

Leases

Lease rental expenses on operating leases are charged to expense over the lease term as they become payable. Rental expense for these leases is recognized on a straight-line basis over the lease term. The Company has executed a lease rent agreement with the different parties. The approximate amount of minimum rental payments due under this lease consists of the following:

During August 2008, the Company exercised their option to enter into a three year lease of office space. The base rent for the lease over the next three years is as follows:

2009	$	80,348
2010	$	84,023
2011	$	53,153

The amount the Company paid for its option to lease, which is $18,000, was applied against its obligations under the lease agreement.

34. Bank has issued a guarantee of $6,204 on behalf of the company. $1932 in favor of VAT Authorities of Haryana Government, India for which company has furnished fixed deposit as margin to Bank included in pre paid assets.

35. Share Based Payment

During the Nine months ended September 30, 2009, company made the share based payment by issuing 911,400 of common stock for consulting & legal services at $0.025 per common stock. These common stock issued against the services were measured at fair value of services received as per FAS 123( R) issued by FASB. The Management is of the opinion that the fair value of the services received against the share based payment are not comparable with the fair value of the common stock issued against cash through private placement during the same period.

36. STOCKHOLDERS’ EQUITY

Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

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Common Stock

The Company is authorized to issue 300,000,000 shares of common stock.

During March 2009, the Company issued 106,000 shares of common stock which generating proceeds of $46,640 to the Company after financing fees of $6,360.

During April 2009, the Company issued 70,000 shares of common stock which generating proceeds of $30,080 to the Company after financing fees of $4,200.

During May 2009, the Company issued 131,000 shares of common stock which generating proceeds of $57,640 to the Company after financing fees of $7,860.

During May 2009, the Company issued 661,400 shares of common stock for services rendered in the amount of $16,535.

During June 2009, the Company issued 150,000 shares of common stock in payment of $3750 against services rendered by Mr. Alan Jay Weisberg, the Company’s secretary and director.

During June 2009, the Company issued 100,000 shares of common stock for services rendered in the amount of $2,500.

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Item 2. Management's Discussion and Analysis or Plan of Operation.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Recent Events

Prior to October 23, 2008, we were a development stage company which was formed as a vehicle to pursue a business combination. On Jan 1, 2008 we decided to acquire 100 % of the outstanding common shares of Protech Biosystems Private Limited and on June 17, 2008, we entered into a Share Exchange Agreement with Protech Biosystems Pvt. Ltd., an entity organized under the Companies Act of 1956 of India (“Protech”) and Sanjiw Kumar Singh, Raju Kumar Singh, Raja Rajesh Kumar (collectively the “Protech Shareholders”). Pursuant to the Share Exchange Agreement, we acquired 100% of the issued and outstanding stock of Protech and Protech became a wholly-owned subsidiary of the Company (the “Merger”). The closing of the Merger was subject to certain conditions, including but not limited to, the delivery of the audited financial statements of Protech prepared in accordance with United Stated Generally Accepted Accounting Principles and obtaining approval of the transaction from the Foreign Investment Promotion Board (“FIBP”) of the Indian Ministry of Finance. Upon the satisfaction of all conditions to closing, the Merger closed on October 23, 2008. In connection with this reverse merger, we discontinued our former business and succeeded to the business of Protech as our sole line of business. As a result, we are now engaged in the manufacture and sale of generic pharmaceutical formulations. On November 18, 2008, the Company’s name was changed to Protech Global Holdings Corp.

Overview

Our wholly-owned subsidiary, Protech, began its commercial operations in 1998 in New Dehli, India and acquired its own manufacturing plant in 2004. Protech specializes in the manufacture of generic pharmaceutical formulations for sale in India, the Russian Federation (“Russia”) and Commonwealth of Independent States (“CIS”) countries such as. Uzbekistan, Belarus, Kyrgyzstan and Armenia. Protech manufacturing facilities are capable of producing injections, tablets, capsules, liquid syrups and ointments. Protech has products registered for sale in Mongolia, Uzbekistan, Belarus, Kyrgyzstan and Armenia, however, it has not commenced sales of its product in such nations to date. Protech currently sells product in Russia through its representative office in Moscow and in Armenia and Mongolia through distributors. Approximately 90% of Protech’s exports are to Russia.

We are focused on research and development, which we believe will lead to the development of various active pharmaceutical ingredients. We are also currently conducting research on the formulations of various pharmaceuticals products whose patents will likely expire in Europe and the United States over the next few years. We are in position to commence the manufacture of generic formulations of such products as soon as their patents expire. Our manufacturing facilities are maintained to conform with international configuration standards. With our advanced research, we believe that we will be able to capitalize on the expiration of such patents and are poised to meet the ever-growing demand for generic pharmaceuticals products in various international markets.

Results of Operations

Three Months Ended September 30, 2009 as Compared to the Three Months Ended September 30, 2008

Revenues. During the three months ended September 30, 2009, we recorded revenues of $403,983, as compared to revenue of $208,807 for the three months ended September 30, 2008. This increase in revenues is due to additions of new buyers & good orders from our existing buyers.

Cost of Sales. During the three months ended September 30, 2009, we recorded cost of sales of $285,092, which constitutes 71% of the revenue. For the three months ended September 30, 2008 cost of sales was $134,634, which constitute 64% of revenue. This increase in cost of sales is due to increase in the cost of raw material & other input cost and allowance on near expiry inventory.

General and Administrative Expenses. During the three months ended September 30, 2009, we recorded general and administrative expenses of $117,398, as compared to general and administrative expenses of $254,291 for the three months ended September 30, 2008, representing a decrease of 54%. This decrease in operating expenses is primarily due to decrease in the foreign exchange losses, manpower cost & legal expenses on merger with Protech Biosystems Pvt. Ltd, India

Net Income . During the three months ended September 30, 2009, we recorded net loss of $12,049, as compared to net loss of $177,815 for the three months ended September 30, 2008. The decrease in loss is majorly due to increase in revenue and decrease in general and administrative expenses.

Nine Months Ended September 30, 2009 as Compared to the Nine Months Ended September 30, 2008

Revenues. During the nine months ended September 30, 2009, we recorded revenues of $1,051407, as compared to revenue of $1,947,443 for the nine months ended September 30, 2008. This decrease in revenues is due to expiry of product registrations of certain products in Russia which are pending for renewal due to non availability of funds

Cost of Sales. During the nine months ended September 30, 2009, we recorded cost of sales of $741,008, which constitutes 70% of the revenue. For the nine months ended September 30, 2008 cost of sales was $942,139 which constitute 48% of revenue. This increase in cost of sales is due to increase in the cost of raw material & other input cost and allowance on near expiry inventory.

General and Administrative Expenses. During the nine months ended September 30, 2009, we recorded general and administrative expenses of $502,731, as compared to general and administrative expenses of $1,222,956 for the nine months ended September 30, 2008, representing a decrease of 59%. This decrease in operating expenses is primarily due to decrease in product registration expenses, foreign exchange losses, manpower cost, overseas branch expenses & legal expenses on merger with Protech Biosystems Pvt. Ltd, India.

Net Income . During the nine months ended September 30, 2009, we recorded net loss of $188,790, as compared to net loss of $226,794 for the nine months ended September 30, 2008. The decrease in loss is primarily due to decrease in general and administrative expenses during the nine months ended September 30,2009.

Liquidity and Capital Resources

We have historically met our liquidity requirements from a variety of sources, including the sale of equity and debt securities to related parties and accredited investors. Based on our strategy and the anticipated growth in our business, we believe that our liquidity needs will increase. The amount of such increase will depend on many factors, including the costs associated with the fulfillment of our projects, whether we upgrade our technology, and the amount of inventory required for our expanding business.

Cash and Cash Equivalents. As of September 30, 2009, we had cash and cash equivalents of $51,894, as compared to cash and cash equivalents of $160,222 as of December 31, 2008. The decrease in cash and cash equivalents was primarily attributable to accounts payable and depreciation of Indian rupee with respect to US dollar

Net Cash Provided By Operating Activities. Net cash used by operating activities totaled $216,166 for the nine months ended September 30, 2009, as compared to $1,413,986 being used by operating activities for the nine months ended September 30, 2008. This decrease was comprised of the decrease in net loss along with the change in accounts receivable collections, inventories and accounts payable.

Net Cash Used in Investing Activities. Net cash used by investing activities totaled $161,901 during the nine months ended September 30, 2009, as compared to net cash provided by investing activities of $20,230 during the nine months ended September 30, 2008. This increase is mainly comprised of increase in payment for the purchase of fixed assets during the nine months ended September 2009.

Net Cash Provided By Financing Activities. Net cash provided by financing activities totaled $269,903 during the nine months ended September 30, 2009, as compared to net cash provided by financing activities of $226,009 during the nine months ended September 30 2008. For the nine months ended September 30, 2009, our cash provided by financing activities was primarily comprised of $94,013 in net repayments on borrowings, $135,080 of proceeds from the issuance of common stock, net of fees and other borrowings of $40,000. For the nine months ended September 30, 2008, our cash provided by financing activities was primarily comprised of $(9,891) in net borrowings, repayment of notes payable of $40,000 and $275,900 of proceeds from the issuance of common stock, net of fees.

Critical Accounting Policies and Estimates

Basis for Presentation . The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("US GAAP"), to reflect the financial position, results of operations and cash flows of the Company.

Functional and Presentation Currency: Items included in the Financial Statement are measured using the currency of the primary economic environment in which the entity operates. Indian Rupee is the functional currency of Protech Biosystems Private Limited, India (Subsidiary) and USD is the functional & reporting currency of Protech Global Holdings Corporation,USA.

Use of Estimates . In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, the Company’s management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods; actual results could differ from those estimates. Management's estimates for rebates, discounts and returns, future obligations under employee benefit plans, the useful life of tangible and the realization of deferred tax assets represent estimates.

Foreign Currency Translation . The functional and reporting currency of the Company is USD. Monetary assets and liabilities in foreign currency are translated into the functional currency at the rate of exchange prevailing at the balance sheet date. Foreign currency transactions are converted from Indian rupees at the rates of exchange prevailing on the date of the respective transactions. The resulting exchange gains/ losses are included in the statement of Income. All foreign exchange gains and losses are recorded under "Foreign exchange (gain) / loss" in the accompanying financial statements & included with general and administrative expenses.

Translation of Foreign Currency Financial Statement. Foreign currency financial statement of the subsidiary for quarter ending September 30, 2009 has been translated as per the guidance provided in SFAS 52 of FASB. As per this statement all asset & liabilities are translated using the current exchange rate on the date of the balance sheet & weighted average rate of revenue/expenses. Equity are translated at historical rate. The difference in exchange in translation is accumulated in other comprehensive income & reported in change in equity statement.

Revenue Recognition .

(a) Product sales. Revenue from sales of active pharmaceutical ingredients and formulation products is recognized when title and risk of loss of products are transferred to the customer and the following criteria are met:

• Persuasive evidence of an arrangement exists;

• The price to the buyer is fixed and determinable; and

• Collectibility of the sales price is reasonably assured.

(b) Other revenues. Other revenues include export incentives, interest and claim settlements. Revenues under claim settlement agreements are recognized in accordance with the terms of the respective settlement agreements in the period in which the claim is received. Export incentives are recognized on an accrual basis when the right to receive the incentives is established in accordance with the applicable laws. Interest is recognised on time proportion basis.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Not applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our President, Chief Financial Officer and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our President, Chief Financial Officer and Secretary concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control Over Financial Reporting. During the most recent quarter ended September 30, 2009, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) ) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 4t Controls and Procedures

The information required pursuant to item 4(t) has been provided in Item 4.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1.A. Risk Factors

There have been no material changes to our risk factors from those set forth in our annual report for the year ended December 31, 2008.

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.

Exhibit No.		Description

31.1		Certification of the Company's Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

31.2		Certification of the Company's Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.

32.1		Certification of the Company's Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Company's Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.

	SFH I ACQUISITION CORP.

Dated: November 23, 2009	By:	/s/ Sanjiw Kumar Singh
		Sanjiw Kumar Singh
		Chairman, Chief Executive Officer and President

Date: November 23, 2009		/s/ Ajay Gupta
		Ajay Gupta.
		Chief Financial Officer

Protech Global Holdings Corp. - FORM 10-Q - November 23, 2009

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