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 June 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.
      employerincorporation
      or organization)
            
            identification
      number)




3363
      NE 163 rd
      Street Suite 706North
      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  xNo  




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
            oNon
      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 x       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 August 18, 2009.










INDEX





PART
      I. – FINANCIAL INFORMATIONItem
      1.
            Financial
      Statements
            
            3Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            
            3Item
      3.
            Quantitative
      and Qualitative Disclosure About Market Risk
            
            5Item
      4.
            Controls
      and Procedures
            
            5Item
      4t.
            Controls
      and Procedures
            
            5PART
      II. – OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            
            6Item
      1A.
            Risk
      Factors
            
            6Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            6Item
      3.
            Defaults
      Upon Senior Securities
            
            6Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            6Item
      5.
            Other
      Information
            
            6Item
      6.
            Exhibits
            
            6




2




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 June 30, 2009 are not necessarily indicative of the
results of operations for the full year.




3




PROTECH
GLOBAL HOLDINGS CORP. & SUBSIDIARY
 CONSOLIDATED
BALANCE SHEETS
  June
      30,2009
                (Unaudited)
              
              
              December
      31,2008ASSETSCURRENT
      ASSETS:Cash
      & Cash equivalents
              
              $
              53,209
              
              
              $
              160,222Accounts
      receivable, net
              
              
              1,205,254
              
              
              
              1,076,697Prepaid
      assets, related party
              
              
              20,680
              
              
              
              -Other
      current assets
              
              
              155,400
              
              
              
              238,285Inventories,
      net
              
              
              196,050
              
              
              
              242,094Notes
      receivables
              
              
              85,419
              
              
              
              82,452Deferred
      tax asset, current
              
              
              7,252
              
              
              
              -Total
      Current assets
              
              
              1,723,265
              
              
              
              1,799,750PROPERTY
      AND EQUIPMENT, NET
              
              
              525,639
              
              
              
              475,811OTHER
      NON CURRENT ASSETS
              
              
              23,363
              
              
              
              18,933TOTAL
      ASSETS
              
              $
              2,272,267
              
              
              $
              2,294,494LIABILITIES
      AND STOCKHOLDERS EQUITYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
              
              $
              1,432,892
              
              
              $
              1,594,386Installments
      payable, current portion
              
              
              22,437
              
              
              
              10,825Secured
      loans, current portion
              
              
              217,825
              
              
              
              136,788Deferred
      tax liability, current
              
              
              -
              
              
              
              502Other
      current liabilities, related party
              
              
              40,842
              
              
              
              -Other
      current liabilities
              
              
              28,658
              
              
              
              22,734Total
      Current liabilities
              
              
              1,742,654
              
              
              
              1,765,235LONG
      TERM LIABILITIES:Installments
      payable, net of current portion
              
              
              30,366
              
              
              
              11,920Deferred
      tax liability
              
              
              -
              
              
              
              5,943Other
      non-current liabilities
              
              
              10,530
              
              
              
              10,346Total
      long-term liabilities
              
              
              40,896
              
              
              
              28,209TOTAL
      LIABILITIES
              
              
              1,783,550
              
              
              
              1,793,444COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS'
      EQUITYPreferred
      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 June 30, 2009 and December
      31,2008, respectively
              
              
              1,821
              
              
              
              1,699Additional
      paid-in capital
              
              
              948,244
              
              
              
              790,501Retained
      earnings (deficit)
              
              
              (421,659
              )
              
              
              (245,151
              )Accumulated
      other comprehensive income
              
              
              (39,689
              )
              
              
              (45,999
              )Total
      stockholders' equity
              
              
              488,717
              
              
              
              501,050TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              2,272,267
              
              
              $
              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
                June
      30,2009
              
              
              For
      the Three
                Months
      Ended
                June
      30,2008
              
              
              For
      the Six
                Months
      Ended
                June
      30,2009
              
              
              For
      the Six
                Months
      Ended
                June
      30,2008(Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)
              
              
              (Unaudited)REVENUES:Sales
              
              $
              347,513
              
              
              $
              208,931
              
              
              $
              647,964
              
              
              $
              1,769,342COST
      OF SALESCost
      of sales
              
              
              264,284
              
              
              
              68,578
              
              
              
              456,305
              
              
              
              819,863GROSS
      PROFIT
              
              
              83,229
              
              
              
              140,354
              
              
              
              191,659
              
              
              
              949,479EXPENSES:General
      and adminstrative expenses
              
              
              146,661
              
              
              
              275,591
              
              
              
              384,933
              
              
              
              980,639NET
      OPERATING INCOME (LOSS)
              
              
              (63,432
              )
              
              
              (135,238
              )
              
              
              (193,274
              )
              
              
              (31,160
              )OTHER
      INCOME (EXPENSES)Interest
      income
              
              
              -
              
              
              
              1,815
              
              
              
              5
              
              
              
              2,306Interest
      income, related party
              
              
              1,492
              
              
              
              1,489
              
              
              
              2,967
              
              
              
              2,981Interest
      expenses
              
              
              -
              
              
              
              (1,825
              )
              
              
              -
              
              
              
              (3,342
              )NET
      INCOME (LOSS) BEFORE INCOME TAX
              
              
              (61,940
              )
              
              
              (133,759
              )
              
              
              (190,302
              )
              
              
              (29,215
              )INCOME
      TAX EXPENSES
              
              
              (7,957
              )
              
              
              1,711
              
              
              
              (13,794
              )
              
              
              12,685NET
      INCOME (LOSS)
              
              $
              (53,983
              )
              
              $
              (135,470
              )
              
              $
              (176,508
              )
              
              $
              (41,900
              )OTHER
      COMPREHENSIVE INCOME (LOSS)FOREIGN
      CURRENCY TRANSLATION ADJUSTMENT
              
              
              23,212
              
              
              
              (26,269
              )
              
              
              6,310
              
              
              
              (28,288
              )NET
      COMPREHENSIVE INCOME (LOSS)
              
              $
              (30,771
              )
              
              $
              (161,739
              )
              
              $
              (170,198
              )
              
              $
              (70,188
              )EARNING
      PER SHARE
              
              $
              (0.0030
              )
              
              $
              (0.0126
              )
              
              $
              (0.0097
              )
              
              $
              (0.0039
              )
  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 JUNE 30, 2009
  Common
      StockNumber
      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
              
              
              $
              214,330Issuance
      of common stock pursuant to a private placement @ $0.054 per
      share
              
              
              5,000,000
              
              
              
              500
              
              
              
              269,500
              
              
              
              -
              
              
              
              -
              
              
              
              270,000Foreign
      currency translation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30,217
              
              
              
              -
              
              
              
              30,217Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (20,546
              )
              
              
              (20,546
              )Balance,
      December 31, 2007 (Audited)
              
              
              10,000,000
              
              
              
              1,000
              
              
              
              282,892
              
              
              
              35,640
              
              
              
              174,469
              
              
              
              494,001Consolidation
      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
              
              
              
              
              
              
              
              -
              
              
              
              275,900Issuance
      of common stock for private placement fees
              
              
              30,650
              
              
              
              3
              
              
              
              (3
              )
              
              
              
              
              
              
              -
              
              
              
              -Issuance
      of common stock for services
              
              
              250,000
              
              
              
              25
              
              
              
              7,875
              
              
              
              
              
              
              
              -
              
              
              
              7,900Issuance
      of stock pursuant to merger agreement
              
              
              6,100,000
              
              
              
              610
              
              
              
              237,290
              
              
              
              
              
              
              
              -
              
              
              
              237,900Foreign
      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
              )
              
              
              501,050Issuance
      of common stock pursuant to a private placement @ $0.50 per
      share
              
              
              307,000
              
              
              
              31
              
              
              
              153,469
              
              
              
              
              
              
              
              -
              
              
              
              153,500Share
      issue expenses
              
              
              
              
              
              
              
              
              
              
              (18,420
              )
              
              
              
              
              
              
              
              
              
              
              (18,420
              )Issuance
      of common stock for services
              
              
              911,400
              
              
              
              91
              
              
              
              22,694
              
              
              
              
              
              
              
              
              
              
              
              22,785Foreign
      currency translation
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              6,310
              
              
              
              
              
              
              
              6,310Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (176,508
              )
              
              
              (176,508
              )Balance,
      June 30, 2009 (Unaudited)
              
              
              18,212,050
              
              
              $
              1,821
              
              
              $
              948,244
              
              
              $
              (39,689
              )
              
              $
              (421,659
              )
              
              $
              488,717
  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 Six
                MonthsEnded
                June
      30,2009
              
              
              For
      the Six
                MonthsEnded
                June
      30,2008(Unaudited)
              
              
              (Unaudited)CASH
      FLOW FROM OPERATING ACTIVITIES:Net
      income (loss)
              
              $
              (176,508
              )
              
              $
              (41,900
              )Adjustment
      to reconcilenet income to net cashprovided
      (used) by operating activitiesStock issued for services
              
              
              22,785
              
              
              
              -Deferred
      tax
              
              
              (17,844
              )
              
              
              (18,533
              )Employee retirement benefit
              
              
              -
              
              
              
              (1,225
              )Provision for doubtful accounts
              
              
              41,610
              
              
              
              58,978Depreciation
              
              
              29,693
              
              
              
              41,390Changes
      in current assets and liabilitiesAccounts receivables
              
              
              (148,815
              )
              
              
              (167,977
              )Prepaid expenses
              
              
              65,045
              
              
              
              88,415Inventories
              
              
              49,287
              
              
              
              63,478Notes
      receivable (interest)
              
              
              (2,967
              )
              
              
              (526
              )Option to lease
              
              
              -
              
              
              
              (18,000
              )Current liabilities
              
              
              (64,345
              )
              
              
              (947,169
              )Net
      cash provided (used) by operating activities
              
              
              (202,059
              )
              
              
              (943,069
              )CASH
      FLOW FROM INVESTING ACTIVITIES:Purchase of property and equipment
              
              
              (69,751
              )
              
              
              (6,112
              )Net
      cash provided (used) by investing activities
              
              
              (69,751
              )
              
              
              (6,112
              )CASH
      FLOW FROM FINANCING ACTIVITIES:Borrowings, net of repayments
              
              
              29,039
              
              
              
              (6,393
              )Proceeds from issuance of common stock
              
              
              153,500
              
              
              
              306,500Payment of financing fee
              
              
              (18,420
              )
              
              
              (30,600
              )Net
      cash provided (used) by financing activities
              
              
              164,119
              
              
              
              269,507INCREASE
      (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              
              (107,691
              )
              
              
              (679,674
              )EFFECTS
      OF EXCHANGE RATES CHANGES IN CASH AND CASH EQUIVALENTS
              
              
              678
              
              
              
              (74,696
              )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
              
              $
              (107,013
              )
              
              $
              (754,370
              )CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
              
              
              160,222
              
              
              
              1,623,004CASH
      AND CASH EQUIVALENTS, END OF PERIOD
              
              $
              53,209
              
              
              $
              868,634
  The
accompanying notes are in integral part of these consolidated financial
statements
  F-4
  PROTECH
GLOBAL HOLDINGS CORP. & SUBSIDIARY
 STATEMENTS
OF CASH FLOWS (CONTINUED)
  June30, 2009
                
                
                June30, 2008CASH
      PAID DURING THE PERIOD FOR:Interest
                
                $
                8,752
                
                
                $
                11,421Taxes
                
                $
                9,306
                
                
                $
                -
   As
      per our report of even date
                For
      Bansal & Co.
                Chartered
      Accountants
                
                
                (D.S.Rawat)
                Partner
                Date:
      August 19, 2009
                Place:
      New Delhi, India
              Protech
      Global Holdings Corp
                
                
                
                (CEO)                         (CFO).
 
  The
accompanying notes are in integral part of these consolidated financial
statements.
  F-5
  PROTECH
GLOBAL HOLDINGS CORP. & SUBSIDIARY
 NOTES
TO FINANCIAL STATEMENTS
 JUNE
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 June 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.
  F-6
 
 The
estimated fair value of assets acquired and liabilities assumed at date of
acquisition is detailed below:


(In
      USD)Cash
      & cash equivalents
              
              
              1,462,888.25Account
      Receivables
              
              
              972,799.99Prepaid
      assets-related parties
              
              
              100,608.67Other
      prepaid assets
              
              
              266,795.85Inventories
              
              
              409,531.62Deferred
      tax assets-current
              
              
              13943.18Property,
      Plant & Equipment (net)
              
              
              713,777.67Other
      Assets
              
              
              1,164.94Total
      assets Acquired (A)
              
              
              3,941,509.99Accounts
      Payable
              
              
              2,912,786.12Accrued
      expenses
              
              
              6,465.41Accrued
      payroll & related expenses
              
              
              50,924.40Current
      portion of instalment payable
              
              
              13,621.72Secured
      loans – current
              
              
              609,082.10Other
      current liabilities
              
              
              1,303.35Non
      current portion of instalment payable
              
              
              28,386.03Deferred
      tax liability-non current
              
              
              8,666.20Other
      non current liabilities
              
              
              44,681.98Total
      Liabilities Assumed    (B)
              
              
              3,675,917.31Fair
      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 costor 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 June 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 six months ending June 30, 2009 includes-
 
 Deferred
      Tax
                
                
                (17,844
                )Income
      tax Expenses
                
                
                4,050Total
      Income tax Expenses
                
                
                (13,794
                )
  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.
 
 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 June
30, 2009.
  F-8
 
 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 six months ending June 30, 2009, the other comprehensive income / (loss)
are $ 6,310.
 
 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 June 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.
 
 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.
  F-9
 
 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 2,017, balance with the banks in
current accounts USD 51,192. 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
      June 2009
              
              
              31st
      December 2008USD
              
              
              USDAccounts
      Receivable
              
              
              1,299,870
              
              
              
              1,127,912Less:
      Allowance for doubtful debts
              
              
              94,616
              
              
              
              51,215Accounts
      receivable, net
              
              
              1,205,254
              
              
              
              1,076,697
 
 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 30.06.2009 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.
  F-10
  b)
Inventories as stated in the balance sheet as of June 30, 2009 consist
of:-
  30th
      June 2009
              
              
              31st
      December 2008USD
              
              
              USDFinished
      Goods
              
              
              28,231
              
              
              
              81,165Raw
      Material
              
              
              18,352
              
              
              
              46,064Packing
      Material
              
              
              24,819
              
              
              
              53,612Work
      in Progress
              
              
              54,204
              
              
              
              8,365DEPB
              
              
              70,443
              
              
              
              52,889TOTAL
              
              
              196,050
              
              
              
              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 life1.
              Buildings–
      Factory Buildings
              28
      years2.
              Buildings–
      Residential building
              58
      years3.
              Plant
      & Machinery
              20
      years4.
              Computer
      equipment
              6  years5.
              Furniture,
      fixtures and office equipment
              15
      years6.
              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 six months ended June 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
      June 2009
              
              
              31st
      December 2008USD
              
              
              USDLand
              
              
              92,952
              
              
              
              91,334Building
              
              
              139,459
              
              
              
              143,531Plant
      & Machinery
              
              
              225,414
              
              
              
              212,623Computer
      Equipment
              
              
              4,098
              
              
              
              4,791Furniture
      & Fixture
              
              
              14,619
              
              
              
              15,781Vehicles
              
              
              76,788
              
              
              
              35,443TOTAL
              
              
              553,332
              
              
              
              503,504Consolidation
      Adjustment
              
              
              (27,693
              )
              
              
              (27,693
              )Net
              
              
              525,639
              
              
              
              475,811
 
 20. Other Current
Assets
  Other
current asset consists of following:
  30th
      June 2009
              
              
              31st
      December 2008USD
              
              
              USDImprest
      to field staff
              
              
              12,310
              
              
              
              16,606Fixed
      deposits
              
              
              2,567
              
              
              
              2,322Fixed
      deposits-(Bank.Guarantee)
              
              
              2,068
              
              
              
              4,064Security
      Deposit
              
              
              362
              
              
              
              264Travel
      Advance
              
              
              -
              
              
              
              11,636Loan
      & Advances(Advances to suppliers)
              
              
              9,390
              
              
              
              86,289Amount
      Recoverable In Cash Or Kind
              
              
              169,575
              
              
              
              174,091Other
      prepaid exp.
              
              
              5,087
              
              
              
              -FBT
              
              
              9,513
              
              
              
              8,331Income
      Tax
              
              
              47,564
              
              
              
              38,608TDS
      Receivable
              
              
              9,580
              
              
              
              7,713Less:
      Allowance for FBT
              
              
              9,306
              
              
              
              5,080Less:
      Allowance for tax
              
              
              92,026
              
              
              
              90,424Less:
      Allowance for uncertain Tax Liability
              
              
              11,284
              
              
              
              11,087Less:
      Allowance for valuation allowance
              
              
              -
              
              
              
              5,048TOTAL
              
              
              155,400
              
              
              
              238,285
  F-11
  21. 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.
 
 22. Loan
payable to bank:The Company had the following loan payable as on 30th June
2009.
  Overdraft
      Facility from Deutsche Bank AG
                
                $
                217,825
  One of
the directors of the company has pledged his mutual fund units (investments) as
securities to the bank.
  23. 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.
  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.
 
 24. Disclosure of Defined
Benefit Plan:
 
 (A)  Change in
benefit obligations
 
 
 Particulars
                AmountProjected
      benefit obligation as at the end of the period
(06/30/2009)
                USD10530
  (B) Net
cost for the three months ended on 30th June
2009 is to be charged in income statement. However amount of three months will
not be material
 .
 25. Auditors
Remuneration:-
   For
      Audit as per US
      GAAP:
              USD
3,650
  26. 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 June
31, 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 $2,967 during the six
months ended June 30, 2009. The Fair value of the notes as on June 30, 2009 is
based on the present value of the future cash inflows from the
notes.
  (c)
Financing
Fees
 
 During
the six months ended June 30, 2009, the Company paid $18,420 in financing fees
to a related party by means of common management.
  F-12
 
 (d) Officer
Compensation
 
 During
the six months ended June 30, 2009, the Company paid $20,246 in compensation to
its President.
 
 (e) Other
Payments
 
 During
the Six months ended June 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
              
              
              11,1672.
              
              Rana
      Rajesh Kumar
              
              Director
              
              Director
      Remuneration
              
              
              8,6863.
              
              Uday
      Partap Singh
              
              Father
      of Director
              
              Rent
      Payment
              
              
              1,2414.
              
              Alan
      Jay Weisberg
              
              Secretary
      & Director
              
              Consulting
      Fee
              
              3,750
                (Share
      Based payment
 
 27.
Deferred Tax:Components of deferred tax on account of temporary differences
in:-
 
 S.
      NO.
              
              PARTICULRS
              
              AMOUNT(USD)
              
              NATUREDeferred
      Tax Liability1.
              
              Taxable
      Temporary Difference (Inventories)
              
              
              21,133
              
              CurrentDeferred
      Tax Assets1.
              
              Taxable
      Temporary Difference (Retirement obligations)
              
              
              3,159
              
              Non
      Current2.
              
              Taxable
      Temporary Difference (Allowance For Doubtful Debts)
              
              
              28,385
              
              Current3.
              
              Taxable
      Temporary Difference (Depreciation)
              
              
              1,254
              
              Non
      CurrentNet
      Deferred Tax ASSET
              
              
              11,665
 
 28. Major
Customer–For the
Six months June 30, 2009, the company had one customer generated sales in excess
of 10% of the company’s total sales. Sales to this customer totaled $565,782
(87% of Total Sale).At June 30, 2009, the
receivable balance from this customer was $1,116,228 or 86% of accounts
receivable.
  29.
Operating Segment-Company has only one
operating segment as it is manufacturing and selling the pharma
products.
  19% of
revenue is derived from Republic of India and 81% of revenue is derived from CIS
countries.
 
 30. 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
              
              $
              803482010
              
              $
              840232011
              
              $
              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.
  31.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.
  F-13
  32. Share Based
Payment
 During
the six months ended June 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.
 
 34. 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.
 
 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.
 
 
 
 As
      per our report of even date
                For
      Bansal & Co.
                Chartered
      Accountants
                
                
                (D.S.Rawat)
                Partner
                Date:
      August 19, 2009
                Place:
      New Delhi, India
              Protech
      Global Holdings Corp
                
                
                
                (CEO)                         (CFO).
 
 F-14


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.
  4
  Results of Operations
 
 Three
Months Ended June 30, 2009 as Compared to the Three Months Ended June 30,
2008
  Revenues. During the three
months ended June 30, 2009, we recorded revenues of $347,513, as compared to
revenue of $208,931 for the three months ended March 31, 2008. This increase in
revenues is due to the renewal of some product registrations and increase in the
number of orders from Armenia._______________________.
  Cost of Sales. During the
three months ended June 30, 2009, we recorded cost of sales of $264,284, which
constitutes 76% of the revenue. For the three months ended June 30, 2008 cost of
sales was $68,578 which constitute 33% of revenue. This increase in cost of
sales is due to increase in the cost of raw material and other input
cost.
  General and Administrative
Expenses. During the three months ended June 30, 2009, we recorded
general and administrative expenses of $146,661, as compared to general and
administrative expenses of $275,591 for the three months ended June 30, 2008,
representing a decrease of 47%. This decrease in operating expenses is primarily
due to decrease in overseas representative office expenses, foreign exchange
losses & manpower cost..
  Net Income . During the three
months ended June 30, 2009, we recorded net loss of $61,940, as compared to net
loss of $133,759 for the three months ended June 30, 2008. The decrease in loss
is majorly due to the increase in revenue, decrease in general and
administrative expenses.
 
 Six
Months Ended June 30, 2009 as Compared to the Six Months Ended June 30,
2008
  Revenues. During the six
months ended June 30, 2009, we recorded revenues of $647,964, as compared to
revenue of $1,769,342 for the six months ended June 30, 2008. This decrease in
revenues is due to expiry of product registrations of certain products in Russia
which are pending for renewal.
  Cost of Sales. During the six
months ended June 30, 2009, we recorded cost of sales of $456,305, which
constitutes 70% of the revenue. For the six months ended June 30, 2008 cost of
sales was $819,863 which constitute 46% of revenue. This increase in cost of
sales is due to increase in the cost of raw material & other input
cost..
  General and Administrative
Expenses. During the six months ended June 30, 2009, we recorded general
and administrative expenses of $384,933, as compared to general and
administrative expenses of $980,639 for the six months ended June 30, 2008,
representing a decrease of 61%. This decrease in operating expenses is primarily
due to decrease in renewal of Product registration and new product registration
expenses, manpower & other administrative expenses..
  Net Income . During the six
months ended June 30, 2009, we recorded net loss of $176,508, as compared to net
loss of $41,900 for the six months ended June 30, 2008. The increase in loss is
majorly due to the decrease in revenue, increase in cost of sales.
  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 June 30, 2009, we had cash and cash equivalents of
$53,209, 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
$202,059 for the six months ended June 30, 2009, as compared to $943,069 being
used by operating activities for the six months ended June 30, 2008. This
decrease was comprised of the increase in net loss along with the change in
accounts receivable collections and accounts payable.
 
 Net Cash
Used in Investing Activities. Net cash used by investing activities totaled
$69,751 during the six months ended June 30, 2009, as compared to net cash used
by investing activities of $6,112 during the six months ended June 30, 2008.
This increase is mainly comprised of payment of the purchase of fixed
assets.
  5
  Net Cash Provided By
Financing Activities. Net cash provided by financing activities totaled
$164,119 during the six months ended June 30, 2009, as compared to net cash
provided by financing activities of $269,507 during the six months ended June 30
2008. For the six months ended June 30, 2009, our cash provided by financing
activities was comprised of $29,039 in net repayments on borrowings and $135,080
of proceeds from the issuance of common stock, net of fees. For the six months
ended June 30, 2008, our cash provided by financing activities was comprised of
$(6,393) in net borrowings, 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 June 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.
  6
  Changes in Internal Control Over
Financial Reporting. During the most recent quarter ended June 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.
 
 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.
 
 In
connection with the issuance of such shares, we relied on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933,
as amended.
  Item 3. Defaults Upon Senior
Securities.
 
 None
  Item 4. Submission of Matters to a
Vote of Security Holders.
 
 None.
  Item
5. Other Information.
 
 None.
  7
  Item 6. Exhibits.
 
 Exhibit No.
              
              Description31.1
              
              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.
  8
 
 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: 
      August 19, 2009
              By:
              /s/
      Sanjiw Kumar SinghSanjiw
      Kumar SinghChairman,
      Chief Executive Officer and PresidentDate:
      August 19, 2009
              
              /s/
      Ajay GuptaAjay
      Gupta.Chief
      Financial Officer
  9