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.
      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  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
                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 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 INFORMATIONItem
      1.
            Financial
      Statements
            
            3Balance
      Sheets at September 30, 2009 (unaudited) and December 31, 2008
      (audited)
            
            F-1Statement
      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-2Statements
      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-3Notes
      to Interim Financial Statements as of September 30, 2009
      (unaudited)
            
            F-4Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
            
            4Item
      3.
            Quantitative
      and Qualitative Disclosure About Market Risk
            
            6Item
      4.
            Controls
      and Procedures
            
            7Item
      4t.
            Controls
      and Procedures
            
            7PART
      II. – OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            
            7Item
      1A.
            Risk
      Factors
            
            7Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            7Item
      3.
            Defaults
      Upon Senior Securities
            
            7Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            7Item
      5.
            Other
      Information
            
            7Item
      6.
            Exhibits
            
            8


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


3




PROTECH
GLOBAL HOLDINGS CORP. & SUBSIDIARY
 CONSOLIDATED
BALANCE SHEETS
 September 30,2009
                    (Unaudited)
                  
                  
                  December 31,2008ASSETSCURRENT
      ASSETS:Cash
      & Cash equivalents
                  
                  $
                  51,894
                  
                  
                  $
                  160,222Accounts
      receivable, net
                  
                  
                  1,216,676
                  
                  
                  
                  1,076,697Prepaid
      assets, related party
                  
                  
                  20,760
                  
                  
                  
                  -Prepaid
      assets
                  
                  
                  147,844
                  
                  
                  
                  238,285Inventories,
      net
                  
                  
                  136,294
                  
                  
                  
                  242,094Notes
      receivables
                  
                  
                  86,928
                  
                  
                  
                  82,452Deferred
      tax asset, current
                  
                  
                  21,340
                  
                  
                  
                  -Total
      Current assets
                  
                  
                  1,681,735
                  
                  
                  
                  1,799,750PROPERTY
      AND EQUIPMENT, NET
                  
                  
                  600,271
                  
                  
                  
                  475,811OTHER
      NON CURRENT ASSETS
                  
                  
                  18,954
                  
                  
                  
                  18,933TOTAL
      ASSETS
                  
                  $
                  2,300,959
                  
                  
                  $
                  2,294,494LIABILITIES
      AND STOCKHOLDERS EQUITYCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                  
                  $
                  1,368,748
                  
                  
                  $
                  1,594,386Notes
      Payable
                  
                  
                  40,000
                  
                  
                  
                  -Installments
      payable, current portion
                  
                  
                  36,080
                  
                  
                  
                  10,825Secured
      loans, current portion
                  
                  
                  185,548
                  
                  
                  
                  136,788Deferred
      tax liability, current
                  
                  
                  -
                  
                  
                  
                  502Other
      current liabilities, related party
                  
                  
                  64,896
                  
                  
                  
                  -Other
      current liabilities
                  
                  
                  27,647
                  
                  
                  
                  22,734Total
      Current liabilities
                  
                  
                  1,722,919
                  
                  
                  
                  1,765,235LONG
      TERM LIABILITIES:Installments
      payable, net of current portion
                  
                  
                  82,783
                  
                  
                  
                  11,920Deferred
      tax liability
                  
                  
                  6,602
                  
                  
                  
                  5,943Other
      non-current liabilities
                  
                  
                  10,570
                  
                  
                  
                  10,346Total
      long-term liabilities
                  
                  
                  99,955
                  
                  
                  
                  28,209TOTAL
      LIABILITIES
                  
                  
                  1,822,874
                  
                  
                  
                  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 September 30, 2009 and
      December 31,2008, respectively
                  
                  
                  1,821
                  
                  
                  
                  1,699Additional
      paid-in capital
                  
                  
                  948,244
                  
                  
                  
                  790,501Retained
      earnings (deficit)
                  
                  
                  (433,941
                  )
                  
                  
                  (245,151
                  )Accumulated
      other comprehensive income
                  
                  
                  (38,039
                  )
                  
                  
                  (45,999
                  )Total
      stockholders' equity
                  
                  
                  478,085
                  
                  
                  
                  501,050TOTAL
      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
                  
                  
                  $
                  1,947,443COST
      OF SALESCost
      of sales
                  
                  
                  285,092
                  
                  
                  
                  134,634
                  
                  
                  
                  741,008
                  
                  
                  
                  942,139GROSS
      PROFIT
                  
                  
                  118,892
                  
                  
                  
                  74,173
                  
                  
                  
                  310,399
                  
                  
                  
                  1,005,304EXPENSES:General
      and administrative expenses
                  
                  
                  117,398
                  
                  
                  
                  254,291
                  
                  
                  
                  502,731
                  
                  
                  
                  1,223,956NET
      OPERATING INCOME (LOSS)
                  
                  
                  1,493
                  
                  
                  
                  (180,118
                  )
                  
                  
                  (192,332
                  )
                  
                  
                  (218,651
                  )OTHER
      INCOME (EXPENSES)Interest
      income
                  
                  
                  -
                  
                  
                  
                  795
                  
                  
                  
                  5
                  
                  
                  
                  3,101Interest
      income, related party
                  
                  
                  1,509
                  
                  
                  
                  1,508
                  
                  
                  
                  4,476
                  
                  
                  
                  4,489Interest
      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
                  
                  
                  
                  12,391NET
      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 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
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      7,960
                      
                      
                      
                      
                      
                      
                      
                      7,960Net
      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
      activitiesStock
      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
                  
                  
                  
                  57,610Depreciation
                  
                  
                  50,258
                  
                  
                  
                  60,089Changes
      in current assets and liabilitiesAccounts
      receivables
                  
                  
                  (199,917
                  )
                  
                  
                  69,141Prepaid
      expenses
                  
                  
                  73,579
                  
                  
                  
                  60,500Inventories
                  
                  
                  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
                  )
                  
                  
                  20,230Net
      cash provided (used) by investing activities
                  
                  
                  (161,901
                  )
                  
                  
                  20,230CASH
      FLOW FROM FINANCING ACTIVITIES:Borrowings,
      net of repayments
                  
                  
                  94,013
                  
                  
                  
                  (9,891
                  )Proceeds
      from issuance of common stock
                  
                  
                  153,500
                  
                  
                  
                  306,500Payment
      of financing fee
                  
                  
                  (18,420
                  )
                  
                  
                  (30,600
                  )Proceeds
      from Notes Payable
                  
                  
                  40,000
                  
                  
                  
                  (40,000
                  )Net
      cash provided (used) by financing activities
                  
                  
                  269,093
                  
                  
                  
                  226,009INCREASE
      (DECREASE) IN CASH AND CASH EQUIVALENTS
                  
                  
                  (108,974
                  )
                  
                  
                  (1,167,747
                  )EFFECTS
      OF EXCHANGE RATES CHANGES IN CASH AND CASH EQUIVALENTSForeign
      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
                  
                  
                  
                  1,623,004CASH
      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, 2008CASH
      PAID DURING THE PERIOD FOR:Interest
                  
                  $
                  11,267
                  
                  
                  $
                  21,508Taxes
                  
                  $
                  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
                    
                    
                    1,462,888.25Account
      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)
                    
                    
                    3,941,509.99
  F-6
 
 Accounts
      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 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
                        
                        
                        21,789Deferred
      Tax
                        
                        
                        20,963Total
      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
                            
                            
                            57,437Taxable
      Profit / (Loss) from Indian Operations
                            
                            
                            52,879Income
      Tax as per Indian Tax Law
                            
                            
                            17,959Add
                            
                            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
                      
                      
                      31stDecember 2008USD
                      
                      
                      USDAccounts
      Receivable
                      
                      
                      1,355,681
                      
                      
                      
                      1,127,912Less:
      Allowance for doubtful debts
                      
                      
                      139,006
                      
                      
                      
                      51,215Accounts
      receivable, net
                      
                      
                      1,216,676
                      
                      
                      
                      1,076,697
  F-10
 
 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
                    
                    
                    31stDecember 2008USD
                    
                    
                    USDFinished
      Goods
                    
                    
                    16,960
                    
                    
                    
                    81,165Raw
      Material
                    
                    
                    12,223
                    
                    
                    
                    46,064Packing
      Material
                    
                    
                    34,748
                    
                    
                    
                    53,612Work
      in Progress
                    
                    
                    4,492
                    
                    
                    
                    8,365DEPB
                    
                    
                    67,871
                    
                    
                    
                    52,889TOTAL
                    
                    
                    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 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 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
                    
                    
                    31stDecember 2008USD
                    
                    
                    USDLand
                    
                    
                    93,312
                    
                    
                    
                    91,334Building
                    
                    
                    136,624
                    
                    
                    
                    143,531Plant
      & Machinery
                    
                    
                    217,941
                    
                    
                    
                    212,623Computer
      Equipment
                    
                    
                    3,600
                    
                    
                    
                    4,791Furniture
      & Fixture
                    
                    
                    14,286
                    
                    
                    
                    15,781Vehicles
                    
                    
                    162,203
                    
                    
                    
                    35,443TOTAL
                    
                    
                    627,964
                    
                    
                    
                    503,504Consolidation
      Adjustment
                    
                    
                    (27,693
                    )
                    
                    
                    (27,693
                    )Net
                    
                    
                    600,271
                    
                    
                    
                    475,811
  F-11
 
 20. Other Current
Assets
 Other
current asset consists of following:
 30thSeptember 2009
                    
                    
                    31stDecember 2008USD
                    
                    
                    USDImprest
      to field staff
                    
                    
                    8,017
                    
                    
                    
                    16,606Fixed
      deposits
                    
                    
                    2,577
                    
                    
                    
                    2,322Fixed
      deposits-(Bank.Guarantee)
                    
                    
                    2,076
                    
                    
                    
                    4,064Security
      Deposit
                    
                    
                    571
                    
                    
                    
                    264Travel
      Advance
                    
                    
                    -
                    
                    
                    
                    11,636Loan
      & Advances(Advances to suppliers)
                    
                    
                    32,084
                    
                    
                    
                    86,289Amount
      Recoverable In Cash Or Kind
                    
                    
                    163,187
                    
                    
                    
                    174,091Other
      prepaid exp.
                    
                    
                    5,211
                    
                    
                    
                    -FBT
                    
                    
                    5,086
                    
                    
                    
                    8,331Income
      Tax
                    
                    
                    24,912
                    
                    
                    
                    38,608TDS
      Receivable
                    
                    
                    566
                    
                    
                    
                    7,713Less:
      Allowance for FBT
                    
                    
                    4,152
                    
                    
                    
                    5,080Less:
      Allowance for tax
                    
                    
                    80,964
                    
                    
                    
                    90,424Less:
      Allowance for uncertain Tax Liability
                    
                    
                    11,327
                    
                    
                    
                    11,087Less:
      Allowance for valuation allowance
                    
                    
                    -
                    
                    
                    
                    5,048TOTAL
                    
                    
                    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)
                              30thSeptember 2009
                            
                            Amount (In USD)
                              31thDecember 2008Protech
      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)
                                      30thSeptember 2009
                                    
                                    Amount (In USD)
                                      31thDecember 2008Protech Biosciences Pvt.
    Ltd.
                                    
                                    Common Director
                                    
                                    Unsecured Loan
                                    
                                    
                                    31,012
                                    
                                    NilRaju Kumar Singh
                                    
                                    Shareholders
                                    
                                    Unsecured Loan
                                    
                                    
                                    3,872
                                    
                                    NilSanjiw Kumar Singh
                                    
                                    Director &
                                      Shareholders
                                    
                                    Unsecured Loan
                                    
                                    
                                    30,012
                                    
                                    NilTotal
                                    
                                    
                                    
                                    
                                    
                                    
                                    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.
  F-12
 
 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
                            
                            AmountProjected
      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.
  (c)
Financing
Fees
 
 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
                                
                                
                                20,2062.
                                
                                Rana
      Rajesh Kumar
                                
                                Director
                                
                                Director
      Remuneration
                                
                                
                                14,6953.
                                
                                Uday
      Partap Singh
                                
                                Father
      of Director
                                
                                Rent
      Payment
                                
                                
                                1,8374
                                
                                Alan
      Jay Weisberg
                                
                                Secretary
      & Director
                                
                                Consulting
      Fee
                                
                                3,750
                                  (Share
      Based payment
  F-13
  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)
                        
                        NATUREDeferred
      Tax Liability1.
                        
                        Taxable
      Temporary Difference (Inventories)
                        
                        
                        20,361
                        
                        Current2.
                        
                        Taxable
      Temporary Difference (Depreciation)
                        
                        
                        9,773
                        
                        Non
      CurrentDeferred
      Tax Assets1.
                        
                        Taxable
      Temporary Difference (Retirement obligations)
                        
                        
                        3,171
                        
                        Non
      Current2.
                        
                        Taxable
      Temporary Difference (Allowance For Doubtful Debts)
                        
                        
                        41,701
                        
                        CurrentNet
      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
                    
                    $
                    80,3482010
                    
                    $
                    84,0232011
                    
                    $
                    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.
  F-14
  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.
  F-15





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 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.


5





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.


6





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.


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: 
      November 23, 2009
            By:
            /s/Sanjiw Kumar
      SinghSanjiw
      Kumar SinghChairman,
      Chief Executive Officer and PresidentDate:
      November 23, 2009
            
            /s/ Ajay GuptaAjay
      Gupta.Chief
      Financial Officer


9