UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q


(Mark One)








x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended September 30, 2010





OR





oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from               to





COMMISSION FILE NUMBER 333-151840





GLOBOTEK HOLDINGS, INC.


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





Nevada

45-0557179(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)








22 Severnaya Street, Togliatti, 445000 Russia





(Address of principal executive offices) (Zip Code)





Issuer’s telephone Number: +7 848 231 9999





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 preceding 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o   No o





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer o

Accelerated filer  oNon-accelerated filer o

Smaller reporting company  x








Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No x





As of November 15, 2010, there the issuer had 52,000,000 outstanding shares of Common Stock.





1








TABLE OF CONTENTS








PART I - FINANCIAL INFORMATION

PageItem 1.  Financial Statements.

3 - 18Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

19Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

23Item 4.  Controls and Procedures.

23PART II - OTHER INFORMATIONItem 1.  Legal Proceedings.

25Item 1a. Risk Factors

25Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

25Item 3.  Defaults Upon Senior Securities.

25Item 4.  Reserved.

25Item 5.  Other Information.

25Item 6.  Exhibits.

25








2





PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.





GLOBOTEK HOLDINGS, INC.


CONSOLIDATED BALANCE SHEETS





September 30,

2010

(unaudited)


December

31, 2009ASSETSCurrent assets:Cash and cash equivalents

$
568


$
511Trade receivable, net of allowance for doubtful accounts of $ 100,265 and $103,709 as of September 30, 2010 and December 31, 2009, respectively


121,953



13,128Inventories


56,571



58,140Advances to suppliers


67,680



43,906Other current assets


531,300



35,206Total current assets


778,082



150,891Property, plant and equipment, net of accumulated depreciation of $ 558,253 and $925,420, respectively


1,036,394



3,003,086Other assets:Intangible assets, net


100,380



126,492Deferred tax assets


-



-Total assets

$
1,914,845


$
3,280,469LIABILITIES AND (DEFICIENCY IN) STOCKHOLDERS' EQUITYCurrent liabilities:Advances received from customers

$
129,560


$
67,105Trade payable


660,998



1,370,754Note payable, current-related parties


215,248



1,049,914Convertible note payable


60,000



-Note payable - current


947,642



-Capital lease payable, current


708,393



2,177,795Other current liabilities and accrued expenses


1,565,965



849,377Total current liabilities


4,287,806



5,514,945Long-term liabilities:Notes payable-long term-related parties


1,195,165



1,100,651Total long-term liabilities


1,195,165



1,100,651Total liabilities


5,482,971



6,615,596(Deficiency in) stockholders' equity:Common stock, par value $0.001; authorized 125,000,000 shares, issued and outstanding 52,000,000 both as of September 30, 2010 and December 31, 2009


52,000



52,000Additional paid in capital


672,498



258,437Accumulated deficit


(4,399,583
)


(3,736,692
)Accumulated other comprehensive income (loss)


106,958



91,128Total (deficiency in) stockholders' equity


(3,568,126
)


(3,335,127
)Total liabilities and (deficiency in) stockholders’ equity

$
1,914,845


$
3,280,469





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





3







GLOBOTEK HOLDINGS, INC.Consolidated Statement of Operations(unaudited)Nine months ended

September 30,


Three months ended

September 30,2010


2009


2010


2009Revenues:Sale of productive output

$
-


$
18,710


$
-


$
-Sale of goods


20,672



717,441



5,342



108,440Service revenue


32,853



392,374



5,430



335,752Total revenue


53,524



1,128,526



10,773



444,193Cost of sales


21,786



703,448



8,450



108,302Gross profit


31,738



425,077



2,322



335,890Operating expenses:Depreciation and amortization


275,639



371,268



65,188



127,228General and administrative


261,317



182,148



119,589



127,228Total operating expenses


536,956



553,416



184,777



173,605Operating profit (loss)


(505,218
)


(112,549
)


(182,455
)


167,492Other income (expenses):Currency translation gain (loss)


37



(32
)


122



(15
)Interest income


7,579



1,633



5,222



944Interest expense, net


(277,447
)


(510,689
)


(60,682
)


(256,893
)Loss from termination of capital lease agreement


(184,256
)


-



-



-Miscellaneous income


362,538



11,918



347,707



496Total other income (loss)


(91,549
)


(497,170
)


292,369



(255,468
)Loss before provision for income taxes


(596,766
)


(609,719
)


109,914



(87,976
)Provision for income taxes (benefit)


(66,124
)


(51,755
)


3,203



(12,412
)NET (LOSS) INCOME

$
(662,891
)

$
(557,964
)

$
113,118


$
(100,387
)(Loss) income per common share, basic and diluted

$
(0.0127
)

$
(0.0160
)

$
0.0022


$
(0.0025
)Weighted average number of common shares outstanding (basic and diluted)


52,000,000



40,000,000



52,000,000



40,000,000Comprehensive Income (loss):Net (loss) income

$
(662,891
)

$
(557,964
)

$
113,118


$
(100,387
)Foreign currency translation gain (loss)


15,830



29,099



(58,010
)


-Comprehensive income (loss)

$
(647,060
)

$
(528,865
)

$
55,107


$
(100,387
)





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





4





GLOBOTEK HOLDINGS, INC.


CONSOLIDATED STATEMENTS OF (DEFICIENCY IN) STOCKHOLDERS' EQUITY


For the period January 1, 2010 through September 30, 2010





AccumulatedAdditional





Other


TotalCommon stock


Paid in


Accumulated


Comprehensive


Stockholders’Shares


Amount


Capital


Deficit


Income


DeficitBalance, January 1, 2010,


52,000,000


$
52,000


$
258,437


$
(3,736,692
)

$
91,128


$
(3,335,127
)Contribution of services by related party


-



-



414,061



-



-



414,061Foreign currency translation


-



-



-



-



15,830



15,830Net loss


-



-



-



(662,891
)


-



(662,891
)Balance, September 30, 2010


52,000,000


$
52,000


$
672,498


$
(4,399,583
)

$
106,958


$
(3,568,126
)








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





5






GLOBOTEK HOLDINGS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWSNine months ended September 30, 2010


Nine months ended September 30, 2009(unaudited)


(unaudited)Cash flows from operating activities:Net (loss) / income

$
(662,890
)

$
(557,963
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization


275,639



371,268Services contributed by related party


414,061



-Interest expense


139,441



267,784Loss/(gain) on disposals and impairments of assets


(14,863
)


-Deferred income taxes


64,543



(41,298
)Gain on write-off of account payable


(347,675
)


-Loss from termination of capital lease agreement


184,256



-Changes in operating assets and liabilities:Accounts and notes receivable


2,244,879



(377,886
)Inventories


699



482,658Prepaid expenses and taxes


72,619



708,433Prepaid and others assets


(3,278,194
)


61,627Accounts payable and accrued expenses


(1,595,601
)


(153,297
)Net cash from (used in) operating activities


(2,503,085
)


761,326Cash flows from investing activities:Proceeds from disposal of property, plant and equipment


1,332,425



-Payments to acquire property, plant and equipment


(1,504
)


(24,095
)Net cash from (used in) investing activities


1,330,921



(24,095
)Cash flows from financing activities:Short-term Borrowings from related party


1,112,284



(131,842
)Lease obligation


-



(602,851
)Proceeds from convertible notes


60,000



-Net cash (used in) provided by financing activities


1,172,284



(734,694
)Effect of exchange rate changes on cash and cash equivalents


(63
)


(385
)Net increase (decrease) in cash and cash equivalents


57



2,152Cash and cash equivalents at beginning of period


510



3,379Cash and cash equivalents at end of period

$
568


$
227Supplemental Disclosures of Cash Flow Information:Cash paid for interest

$
-


$
25,666Cash paid for taxes

$
-


$
242Non-cash Investing and Financial Activities:Services contributed by related party

$
414,061


$
-





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





6








GLOBOTEK HOLDINGS, INC.


AND SUBSIDIARIES





NOTES TO FINANCIAL STATEMENTS











1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows:





Basis and business presentation





The interim financial data is unaudited; however, in our opinion, it includes all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the results for the interim periods. The financial statements included herein have been prepared pursuant to the SEC’s rules and regulations; accordingly, certain information and footnote disclosures normally included in GAAP financial statements have been condensed or omitted. The results of operations and cash flows for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2010.





The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, CJSC “Globotek” (Globotek Togliatti), CSJC “Globotek NV” (Globotek NV), CJSC “Globotek-Samara” (Globotek Samara) and CJSC “Globotek” (Globotek Syzran). All significant intercompany balances and transactions have been eliminated in consolidation.





The registrant, Globotek Holdings, Inc. (the “Company” / the “Group”), formerly Caribbean Villa Catering, Inc. was incorporated under the laws of the State of Nevada on March 9, 2007.  The Company’s principal activity is the development of the newest technologies of processing of hydro carbonic raw material, including passing oil gas, manufacture and realization industrial block-modular mobile complexes on processing oil passing gas (OPG). The production process developed by the Company can be used in operations in the Russian Federation as well as other parts of the world.





Globotek Togliatti (formerly CJSC “Greenpal”) was incorporated as a closed joint stock company on July 08, 2008, originally as CJSC “Greenpal” later renamed CJSC “Globotek” (Togliatti)with its registered offices at 2A Novozavodskaya Street, Togliatti, 446077 Russia.  Since its inception, Globotek Togliatti has principally been engaged in the design and development of a unique technology for the processing of APG that is carried out at the drilling field by a modular mobile structure.





Globotek NV was incorporated as a closed joint stock company, CJSC “Globotek NV”, on June 16, 2007 in the Nizhnevartovsk region with its registered offices at 46 Mira Street, Nizne Vartovsk, HMAO, 628611 Russia. The principal activity of this company is complex operation on processing APG.





Globotek Syzran was incorporated as a closed joint stock company, CJSC “Globotek” on November 23, 2005 with its registered offices at 7 Krasnaya Gorka Street, Gubino Village, Samara Region, 446077 Russia.





Globotek Samara was incorporated as a closed joint stock company, CJSC “Globotek-Samara” on July 09, 2008 with its registered offices at 1-7, Solnechnaya Street, Syzran town, Samara Region, 446020 Russia.





The Group’s main operations are currently in the Samara region (Tolyatti).  The Group’s operations were formerly principally located on the Mohtikovsky deposit (Nizhnevartovsk area, Hunts-Mansijsky independent district-Jugra). Currently, the Company is in the process of transporting this mobile complex to another location in the Samara region.





The Group also buys and sells industrial equipment to some of its client base and acts as a distributor of equipment for ABB.  The company receives payment after the product is received from the third party.  The Company has resale agreements with these vendors.





7





Reverse Acquisition





On December 31, 2009, the Company consummated an Agreement and Plan of Merger with Caribbean Villa Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (the “Subsidiary”) and CJSC Globotek., a Russian corporation (“Globotek”).





Pursuant to the Merger Agreement, on December 31, 2009, the Subsidiary merged with and into Globotek resulting in Globotek becoming a wholly-owned subsidiary of the Company (the “Merger”). Pursuant to the Merger Agreement, the Company issued approximately 40,000,000 shares of its common stock (the “Acquisition Shares”) to the shareholders of Globotek, representing approximately 76.9% of the issued and outstanding common stock following the closing of the Merger. Also, 12,000,000 shares issued and outstanding were retained for shareholders prior to reverse merger.





On February 19, 2010, Caribbean Villa Catering Corporation (the “Company”) filed Amended and Restated Articles of Incorporation with the Secretary of State of Nevada, pursuant to which the Company (i) changed its name to “Globotek Holdings, Inc.” (the “Name Change”) and (ii) authorized a class of “blank check” preferred stock consisting of 25,000,000 shares. The Company's corporate ticker symbol changed from "CBBV" to "GBTO" effective at the opening of the market on March 5, 2010. The new ticker symbol was in conjunction with the completion of the Company's planned name change from Caribbean Villa Catering Corp. (OTC.BB:CBBV) to Globotek Holdings, Inc. There were no mandatory exchange of stock certificates. Following the name change, the share certificates which reflected our prior name continue to be valid.





Pursuant to the Merger Agreement, the outstanding shares of common stock of Globotek were cancelled. Prior to the Merger, the Company was an inactive corporation with no significant assets and liabilities and was considered as “Shell Company” under the SEC guidelines.





As a result of the Merger, there was a change in control of the Company. In accordance with Accounting Standards Codification subtopic 805-10, Business Combinations (“ASC 805-10) Accounting Standards Codification subtopic 805-10, Business Combinations (“ASC 805-10), the Company was the acquiring entity. In substance, the Share Exchange is a recapitalization of the Company’s capital structure rather than a business combination and accounted for as such.





Revenue Recognition





For revenue from product sales and services, the Company recognizes revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”).  ASC 605-10 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.





ASC 605-10 incorporates Accounting Standards Codification subtopic 605-25, Multiple-Element Arrangements (“ASC 605-25”). ASC 605-25 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing 605-25 on the Company's financial position and results of operations was not significant.





All types of revenue received in advance are recognized as deferred income in the balance sheet. All other income and expense items are generally recorded on an accruals basis by reference to completion of the specific transaction assessed on the basis of the actual service provided as a proportion of the total services to be provided.





Services are provided subject to customer acceptance provisions. Customer acceptance provisions and the related accounting take the following form: It is based on customer-specified objective criteria. The Company does not recognize revenue until it can demonstrate that the customer-specified objective criteria have been satisfied. The Company recognizes revenue upon receipt of the act of acceptance for services provided signed and stamped by the customer.





The Company has accounts for its equipment sales and building sales arrangements as separate units of accounting as a) the shipped equipment (both equipment sales and factory sales) has value to the customer on a standalone basis, b) there is an objective and reliable evidence of the fair value of the service portion of the revenue (installation and commissioning) approximated by the fair value that a third party would charge the Company’s customer for the installation and commissioning fees if the customer so desired not to use the Company’s services (or the customer could complete the process using the information in the owner’s manual, although it would probably take significantly longer than it would take the Company’s technicians and or a third party to perform the installation and commissioning process), and c) there is no right of return for the shipped equipment and all equipments are inspected and approved by the customer before shipment.




8





The Company uses the sales method of accounting for APG revenues. Under this method, revenues are recognized based on actual volumes of APG and sold to purchasers. The volumes sold may differ from the volumes to which the Company is entitled based on its interests in the properties. These differences create imbalances that are recognized as a liability only when the estimated remaining reserves will not be sufficient to enable the under produced owner to recoup its entitled share through production. There are no significant balancing arrangements or obligations related to the Company’s operations.





Reporting currency





The Company maintains its accounting records in Russian roubles. The Company’s functional currency is the Russian rouble.





The Company’s reporting currency is United States Dollar ($). The balance sheet is translated into US Dollars at a principal rate of exchange. The statement of income is translated at average principal rate of exchange for the appropriate periods.





The principal rate of exchange used for translating foreign currency balances was following:





as of September 30, 2010

$1 = RUB 30.40as of December 31, 2009

$1 = RUB 30.24;as of December 31, 2008

$1 = RUB 29.38.





Average principal rate used of exchange income and expenses were following:





for nine months period ended September 30, 2010

$1 = RUB 30.26for year ended December 31, 2009

$1 = RUB31.72for nine months period ended September 30, 2009

$1 = RUB 32.48for year ended December 31, 2008

$1 = RUB24.86





Resulting translation adjustments are reflected as a separate component of comprehensive income.





The exchange rate fluctuation of the Russian Rouble against the US Dollar may affect the book value of the Company’s assets and liabilities.





Accordingly, the translation of amounts recorded in this currency into US dollars should not be construed as a representation that such currency amounts have been, could be or will in the future be converted into US dollars at the exchange rate shown or at any other exchange rate.





Use of Estimates





The preparation of financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenue and expenses during the periods reported. Estimates are used when accounting for certain items such as allowances for doubtful accounts;  depreciation and amortization lives; asset retirement obligations; legal and tax contingencies; inventory values; goodwill. Estimates are based on historical experience, where applicable and other assumptions that management believes are reasonable under the circumstances. Actual results may differ from those estimates under different assumptions or conditions





Property and Equipment





Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. The cost of self-constructed assets includes the cost of materials, direct labor and an appropriate portion of production overheads directly related to construction of assets. Property, plant and equipment also include assets under construction and plant and equipment awaiting installation. Capitalized costs include cost of transporting plant to the site for use. At the time of relocation, the Company reevaluates capitalized transportation and site specific structural costs and writes off related book value. Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Depreciation is charged on a straight-line basis over the estimated remaining useful lives of the individual assets. Plant and equipment under capital leases and subsequent capitalized expenses are depreciated on a straight-line basis over the estimated remaining useful life of the individual assets. Depreciation commences from the time an asset is put into operation. Depreciation is not charged on assets to be disposed of and land. The range of the estimated useful lives is as follows:




9








Furniture and Equipment
2 -5 yearsMachinery/Plant
7 yearsVehicles
3-5 years





Maintenance and repairs to vehicles, machinery and equipment is expensed as incurred.  There is no reevaluation of useful life as most of the assets are short term in nature and the repairs or maintenance are in the normal course of the operating life of the asset.





Inventories





Inventories as of September 30, 2010 and December 31, 2009 relate to industrial equipment resale and raw material for APG conversion. Inventories are carried at cost or market, whichever is less. Cost is calculated based on cost relating to specific identification of batch of equipment for resale.




Value Added Tax





The tax authorities permit the settlement of value added tax (“VAT”) on a net basis.  The net value added tax related to sales and purchases which has not been settled at the balance sheet date is recognized in the balance sheet and disclosed separately as a liability, or as an asset to the extent that management expect to recover these amounts.  Related cash flows are recorded as part of operating activities in the cash flow statement According to the Russian law VAT rate constitutes 18 percent of gross cost.




Intangible Assets and Goodwill





Under Accounting Standards Codification subtopic 350-20, Intangibles-Goodwill and Other, ("ASC 350-20") intangible assets with indefinite useful lives are subject to impairment test at least annually and on an interim basis when an event occurs or circumstances change between annual tests that would more-likely-than-not result in impairment. The Group performs the required annual intangible assets impairment test at the end of each calendar year. Intangible assets that have limited useful lives are amortized on a straight-line basis over the shorter of their useful or legal lives. In accordance with ASC - 350, the Company tests its intangible assets for impairment on an annual basis and when there is reason to suspect that their values have been diminished or impaired. Any write-downs will be included in results from operations.





Impairment of long lived assets





The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). The Statement requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of is reported at the lower of the carrying amount or the fair value less costs to sell.




10





Concentrations of Credit Risk





Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.





Trade receivables are presented in the balance sheet net of the allowance for doubtful accounts and are written off when they are determined to be uncollectible. The allowance for doubtful accounts is estimated based on the Company’s historical losses, the existing economic conditions in the industry, and the financial stability of its customers. The allowance for doubtful accounts was $100,265 and $103,709 at September 30, 2010 and December 31, 2009, respectively.





Research and Development





The Company accounts for research and development costs in accordance with the Accounting Standards Codification subtopic 730-10, Research and Development (“ASC 730-10”).  ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. Total expenditures on research and product development for Q3 of 2010 and 2009 were $Nil and $Nil, respectively.





Deferred Financing Costs





The company amortizes deferred financing costs under the straight-line method over the terms of the related indebtedness, which approximates the effective interest method and is included in interest expense in the accompanying Consolidated statements of operations. Deferred financing expense was $0 and $0 for Q3 ended September 30, 2010 and 2009 respectively.





Income taxes





The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.





Comprehensive Income (Loss)





The Company adopted Statement of Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”)”. ASC 220-10 establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments and unrealized gains and losses on available for sale securities.





Segment Information





The Company adopted Accounting Standards Codification subtopic Segment Reporting 280-10 (“ASC 280-10”).  ASC 280-10 establishes standards for reporting information regarding operating segments in annual Consolidated financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders.  ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas.  Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions how to allocate resources and assess performance.  The information disclosed herein, materially represents all of the financial information related to the Company's principal operating segments.




11





Basic and diluted earnings per share





In accordance with Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), the basic and diluted earnings per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding. Diluted net earnings per share is computed similar to basic earnings per share except that the denominator is adjusted for the potential dilution that could occur if stock options, warrants, and other convertible securities were exercised or converted into common stock. The Company does not have any common stock equivalents at September 30, 2010 and December 31, 2009.




Cash and Cash Equivalents





For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid debt instruments with maturities of three months or less when purchased to be cash equivalents. The Company also purchases bonds from banks and other companies in lieu of cash for payment.  These bonds are written by local banks and secured with cash from the originator.  These are fully transferable bond that accrue interest.





Fair Value of Financial Instruments





The Company has adopted the FASB guidelines regarding the estimate of the fair value of all financial instruments included on its balance sheet as of September 30, 2010. The Company considers the carrying value of accounts receivable, accounts payable and accrued expenses in the consolidated financial statements to approximate their face value. The Company does not make an evaluation of the fair value of the recorded notes payable, derivative and liquidating liabilities on the convertible notes, largely as a result of the undercapitalization of the Company.





Stock Based Compensation





The Company has adopted the fair value provisions of Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”) which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to an Employee Stock Purchase Plan based on the estimated fair values. There were no employee stock options and employee stock purchases granted to employees and directors through September 30, 2010. There were no unvested options outstanding as of the date of adoption of ASC 718-10.





Recent accounting pronouncements





In February 2010 the FASB issued Update No. 2010-08 “Technical Corrections to Various Topics” (“2010-08”). 2010-08 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-06 “Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements” (“2010-06”). 2010-06 requires new disclosures regarding significant transfers between Level 1 and Level 2 fair value measurements, and disclosures regarding purchases, sales, issuances and settlements, on a gross basis, for Level 3 fair value measurements. 2010-06 also calls for further disaggregation of all assets and liabilities based on line items shown in the statement of financial position. This amendment is effective for fiscal years beginning after December 15, 2010 and interim periods within those fiscal years. The Company is currently evaluating whether adoption of this standard will have a material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation” (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-04 “Accounting for Various Topics—Technical Corrections to SEC Paragraphs” (“2010-04”). 2010-04 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-02 “Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification” (“2010-02”) an update of ASC 810 “Consolidation.” 2010-02 clarifies the scope of ASC 810 with respect to decreases in ownership in a subsidiary to those of a: subsidiary or group of assets that are a business or nonprofit, a subsidiary that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business or nonprofit activity to a non-controlling interest including an equity method investee or a joint venture. Management, does not expect adoption of this standard to have any material impact on its financial position, results of operations or operating cash flows. Management does not intend to decrease its ownership in wholly-owned subsidiary.





12





2. PROPERTY AND EQUIPMENT





The Company’s property and equipment at September 30, 2010 and December 31, 2009 consist of the following:





As of

September 30, 2010


As of

December 31, 2009Machinery

$
1,442,156


$
3,769,016Motor vehicles


105,674



101,500Furniture and Office equipment


36,170



48,531Construction in progress


10,648



9,459Less accumulated depreciation


(558,253
)


(925,420
)$
1,036,394


$
3,003,086





Depreciation expenses charged to operations amounted to $57,097 and $118,952 for the three months period ended September 30, 2010 and 2009, respectively.





Depreciation expenses charged to operations amounted to $255,780 and $352,194 for the nine months period ended September 30, 2010 and 2009, respectively.





In April 2010 the Company has disposed of some of its property, plant and equipment originally acquired in October 2009. The carrying value of the items disposed of was $ 1,317,562 at the disposal date. The disposal proceeds were $1,332,392 that resulted in $14,831 gain on disposal.





In April 2010 the Company has terminated the finance lease agreement with “PRB Leasing” LLC and returned the lesser the items leased. As at the time of the termination of the lease, the carrying value of the items leased was $1,586,723. Refer to Note 9 for further disclosure thereof.




3. INVENTORY





Inventory at September 30, 2010 and December 31, 2009 consist of the following:





As of

September 30, 2010


As of

December 31, 2009Raw materials

$
16,796


$
18,157Finished goods and goods for resale


39,774



39,983Total

$
56,571


$
58,140





13





4. OTHER CURRENT ASSETS





At September 30, 2010 and December 31, 2009 other current asset consisted of the following:





As of

September 30, 2010


As of

December 31, 2009VAT recoverable

$
351,743


$
-Other taxes recoverable


30,938



-Miscellaneous receivable from suppliers


68,178



-Loan receivable


75,776



-Miscellaneous receivable


4,665



35,206Total

$
531,300


$
35,206




5. INTANGIBLE ASSETS





Intangible assets at September 30, 2010 and December 31, 2009 consisted of following:





As of

September 30, 2010


As of

December 31, 2009Patents

$
132,527


$
133,223Software


9,681



9,732Trade mark


866



871Accumulated amortization


(42,695
)


(17,334
)Total

$
100,380


$
126,492





Total amortization expense charged to operations for the three months period ended September 30, 2010 and 2009 was $3,379 and $3,068 respectively.





Total amortization expense charged to operations for the nine months period ended September 30, 2010 and 2009 was $19,848 and $8,589 respectively.





Estimated amortization expense As of September 30, 2010 is as follows:





Years Ended December 31,2010 (remaining 3 months period)

$
7,6762011


16,3602012


16,3602013


16,3602014


16,3602015 and after


27,264Total

$
100,380




6. OTHER CURRENT LIABILITIES





As at September 30, 2010 and December 31, 2009 accounts payable and accrued liabilities consisted of the following:





As of

September 30, 2010


As of

December 31, 2009Acruued payroll

$
41,407


$
-Acrrued taxes payable


164,190



-Accrued interest and other accounts payable


1,102,626



849,377Income tax payable


865



-Payable to lessor under terminated lease agreement


256,877



-Total

$
1,565,965


$
849,377







14





7. MISCELLANEOUS INCOME





Miscellaneous income of $362,538 includes $347,675 gain from write-off of accounts payable. These accounts payable have been listed as outstanding for several years, but are not believed by the company to be owing and no demands for payment have been made in respect to them.





8. NOTES PAYABLE-RELATED PARTY





At September 30, 2010 and December 31, 2009 notes payable to related parties consisted of the following:





As of

September 30, 2010


As of

December 31, 2009Unsecured loan payable to company Proekt Rosta due in monthly installments with interest at 21% per year

$
23,353


$
969,316Unsecured loan payable to a company Sammit without interest due on demand


-



118,718Unsecured loan payable to a company Rusvest-Finance due in monthly installments with interest at 18 % per year


180,903



211,149Unsecured loan payable to a shareholder Lukin D without interest due on demand. This loan is subject to collateral of the Company’s  guarantee to a the third party under litigation


834,384



844,888Unsecured loan payable to shareholder Lapkin A. without interest due on demand.


39,793



-Unsecured loan payable to shareholder Lapkin S. without interest due on demand.


39,793



-Promissory note payable to shareholder Lukin D with 12% per year, due date not earlier then July 30, 2012


155,129



-Promissory note payable to shareholder Lukin D with 12% per year, due date no earlier then August 31, 2012


91,493



-Promissory note payable to shareholder Tenenbaum V. with 12% per year, due date no earlier then August 31, 2012


34,574



-Miscellaneous loans


10,991



6,494Total notes payable


1,410,413



2,150,565Less current portion


(215,248
)


(1,049,914
)Notes payable – long-term

$
1,195,165


$
1,100,651




9. RELATED PARTY TRANSACTIONS





Parties are considered to be related if one party has the ability to control the other party, is under common control, or can exercise significant influence over the other party in making financial or operational decisions. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. During the year the Company entered into transactions with related parties.





Nine months ended

September 30,

Three months ended

September 30,2010

2009

2010

2009Shareholders:Lukin A.
Rent and rates for the period

$
-


$
26,751


$
-


$
18,564Lukin D.
Rent and rates for the period


15,115



-



-



-Lukin D.
Purchase of goods


8,178



-



4,471



-




15





The outstanding balances at the year end and the income and expense for the 9 months with related parties are as follows:





Shareholders
Accounts

As of September 30, 2010


As of December 31, 2009Lukin D.
Borrowings (сurrent liabilities)

$
6,085


$
6,000Borrowings (non-сurrent liabilities)


1,081,005



839,000Trade payable


12,199



11,000Miscellaneous receivable from suppliers


3,233



-Lapkin A.
Borrowings (non-сurrent liabilities)


39,793



40,000Lapkin S.
Borrowings (non-сurrent liabilities)


39,793



40,000Lukin S.
Borrowings (miscellaneous loans)


2,900



-Accrued interest and other accounts payable


1,213



-Tenenbaum V.
Borrowings (non-сurrent liabilities)


34,574



-





Also, the Company used to buy and sell goods from related parties- the entities controlled or managed by the stockholders of the Company. The Company sold goods totaling to $Nil and $492,528 for the nine months period ended September 30, 2010 and 2009, respectively.




10. CAPITAL LEASE COMMITMENTS





At September 30, 2010 and December 31, 2009 capital lease obligations consisted of the following:





As of

September 30, 2010


As of

December 31, 2009Capital lease- related party

$
469,906



120,121Capital leases - others


238,48



2,057,674Total


708,393



2,177,795Less: current maturities


(708,393
)


(2,177,795
)Capital leases payable –long term

$
-




At September 30, 2010 net book value of the machinery, equipment and vehicles held under the capital lease arrangements was:





As of

September 30, 2010


As of

December 31, 2009Production machinery

$
461,297


$
2,630,607Motor vehicles


97,312



93,374558,608



2,723,982Less: accumulated depreciation


(325,061
)


(666,725
)Net value of property, plant and equipment obtained under capital lease arrangements

$
233,547


$
2,057,256





Following is a schedule of the Company's future minimum capital lease obligations:





Period Ending December 31,2010 (remaining 3 months’ period)

$
726,0082011


4,616Total minimum payments


730,624Less: amount representing interest


(22,231
)Present value of net minimum payments

$
708,393





In April 2010 the Company has terminated the finance lease agreement with “PRB Leasing” LLC and returned the lesser the items leased. As at the time of the termination of the lease, the carrying value of the items leased was $1,586,723.




16





Payables that had to be derecognized and cancelled under the underlying lease agreement was $1,402,466. Due to having to terminate the finance lease agreement, a $184,256 loss was recognized and residual $250,352 payables payable to “PRB Leasing” LLC were reclassed into and recorded in other payables.




11. CONVERTIBLE NOTE PAYABLE





Convertible note payable comprises unsecured convertible note payable to Asher Enterprises, Inc. (“Asher”) with a face value of $60,000, interest at 8% due March 24, 2011.





The $60,000 convertible note payable to Asher was issued on June 22, 2010 and is due on March 24, 2011. The note bears interest at 8% per annum and interest of 22% will be charged on the outstanding balance in the event of default. The loan is convertible at a price of 63% multiplied by the average of the lowest three trading prices for the common stock during the ten day trading period ending one day prior to the date the conversion notice is sent. In addition, the conversion price of the convertible note is to be adjusted in the event of any stock splits, stock dividends, recapitalizations, reverse stock splits, or merger, consolidation or sale of assets.





The Company does not make an evaluation of the fair value of the recorded notes payable, nor derivative liabilities on the convertible notes, largely as a result of the undercapitalization of the Company.




12.  CAPITAL STOCK





The Company has 125,000,000 of $0.001 par value common stock authorized; 52,000,000 shares issued and outstanding as of September 30, 2010 and December 31, 2009.




13. COMMITMENTS AND CONTINGENCIES





Operating Lease Commitments





For the three months period ended September 30, 2010 and 2009, rent expenses were $3,289 and $22,887, respectively.


For the nine months period ended September 30, 2010 and 2009, rent expenses were $25,927 and $71,089, respectively.





The Company leases office space under non-cancelable operating leases that expire through June 2011 with option to renew contract. The Company also leases warehouse under non-cancelable operating leases from related party with option to renew contract.





Litigation





In proceedings of the Arbitrage Court of Samara Region there is case No. А9595/2009 initiated under the claim of Government institution – General Office of Pension Fund of RF in Syzran City and Oktyabrsk City, Syzran and Shigon District of Samara Region against Globotek ZAO concerning recovery of obligatory payments and penalties. As of September 30, 2010, the Company has accrued $8,240 as liability in the books. In accordance with information placed on the site of the Arbitrage Court of Samara Region this suit has been satisfied. The amount to be recovered is not indicated.





Globotek Group companies are also a part to a series of legal actions at various court levels with the Ministry of Industry, Power engineering and Technologies of Samara Region. In proceedings of the Arbitrage Court of Samara Region there is case No А55-15744/2009 initiated under the claim of the against Globotek Togliatti:


1) On recovery of money in the aggregate amount of RUB 1,652,508


2) On termination of government contract No. 5 dated 28 May 2009.


Although the Globotek group companies have had piecemeal success in defending their right to performs the contract so far, as of the date of this report, we have filed a petition to the Highest Interregional Arbitration Court to take this matter up and stop an unwelcomed practice of the Ministry officials. The final and binding court hearing is expected in January 2011 that is highly probable to be to the entire satisfaction of Globotek.




The case No. 24592/2009 based on the action brought by Lapkin Alexander Nikolaevich against CJSC “Globotek” and CJSC “VAZINTERSERVICE” to recognize surety agreement No 2956 dated 28 November 2006 to be invalid is considered closed. The Arbitrage Court of the Samara Region handed down a verdict effective September 13, 2010 to the entire satisfaction of CJSC “Globotek”.




17





14. TAX CONTINGENCIES





Russian tax, currency and customs legislation is subject to varying interpretations and changes, which can occur frequently. Management’s interpretation of such legislation as applied to the transactions and activity of the Group may be challenged by the relevant regional and federal authorities. Recent events within the Russian Federation suggest that the tax authorities may be taking a more assertive position in their interpretation of the legislation and assessments, and it is possible that transactions and activities that have not been challenged in the past may be challenged. As a result, significant additional taxes, penalties and interest may be assessed. Fiscal periods remain open to review by the authorities in respect of taxes for three calendar years preceding the year of review. Under certain circumstances reviews may cover longer periods. As at September 30, 2010, management believes that its interpretation of the relevant legislation is appropriate and the Group’s tax, currency and customs positions will be sustained.





15. BUSINESS CONCENTRATION





Revenue from three (3) major customers approximated $10,773 or 100% of total revenues for the three months period ending September 30, 2010 and out of this, $Nil of total revenue was from a related party. Revenue from two (2) major customer approximated $436,802 or 97% of total revenues for the three months period ending September 30, 2009 and out of this, $Nil of total revenue was from a related party.





Revenue from four (4) major customers approximated $41,754 or 54% of total revenues for the nine months period ending September 30, 2010 and out of this, $Nil of total revenue was from a related party. Revenue from four (4) major customers approximated $1,033,109 or 92% of total revenues for the nine months period ending September 30, 2009 and out of this, $514,506 or 46% of total revenue was from a related party. Total accounts receivable of $4,138 due from these customers as of Septemeber 30, 2010.





Purchases from one (1) major supplier approximated $4,471 or 100% of purchases for the three months period ending September 30, 2010 and out of this, $4,471 or 100% of total purchaes was from a related party. Purchaes from one (1) major supplier approximated $89,127 or 100%of purchases for the three months period September 30, 2009 and out of this, $Nil of total purchases was from a related party.





Purchases from one (1) major supplier approximated $8,204 or 100% of purchases for the nine months period ending September 30, 2010 and out of this, $8,204 of total purchaes or 100% was from a related party. Purchaes from one (1) major supplier approximated $198,198 or 97%of purchases for the nine months period September 30, 2009. Total accounts payable of approximately $11,611 was due to these suppliers as of September 30 2010.





16. GOING CONCERN MATTERS





The Company’s consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company incurred a loss of $662,879for the nine months period ended September 30, 2010 and had a working capital deficiency of $3,664,853and stockholders’ deficiency of $3,568,115at September 30, 2010, which raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.





The management have transferred $ 281,196 worth of accounts payable to unrelated contractors by Globotek group companies by assuming the liability in their own names and derecognized the corresponding amount in the accounts payable by the companies. At the same time, the companies recorded the liabilities of $155,129, $91,493 and $ 34,574 against Promissory Notes payable to Mr. Lukin D. (due date not earlier then July 30, 2012), Mr. Lukin D. (due date no earlier then August 31, 2012) and Mr. Tenenbaum V. (due date no earlier then August 31, 2012) respectively, as disclosed in Note 8.





Also, the management has written-off $347,675 worth of accounts payable as these accounts payable have been listed as outstanding for several years, but are not believed by the company to be owing and no demands for payment have been made in respect to them.




The management plan to continue to support the group companies, however continuation as a going concern is dependent upon obtaining additional capital and upon the Company’s attaining profitable operations. The Company will require a substantial amount of additional funds to complete the development of its products, to build a sales and marketing organization, and to fund additional losses which the Company expects to incur over the next few years. The management of the Company intends to seek additional funding through a Private Placement Offering which will be utilized to fund product development and continue operations. The Company recognizes that, if it is unable to raise additional capital, it may find it necessary to substantially reduce or cease operations.





18








Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations





Forward-looking Information





This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.





Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.





Overview





Globotek Togliatti (formerly CJSC “Greenpal”) was incorporated as a closed joint stock company on July 08, 2008, originally as CJSC “Greenpal” later renamed to CJSC “Globotek” (Togliatti)” with its registered offices at 2A Novozavodskaya Street, Togliatti, 446077 Russia.  Since its inception, Globotek Togliatti has principally been engaged in the design and development of a unique technology for the processing of APG that is carried out at the drilling field by a modular mobile structure.





Globotek NV was incorporated as a closed joint stock company, CJSC “Globotek NV”on June 16, 2007 in the Nizhnevartovsk region with its registered offices at 46 Mira Street, Nizne Vartovsk, HMAO, 628611 Russia. The principal activity of this company is complex operation on processing OPG.





Globotek Syzran was incorporated as a closed joint stock company, CJSC “Globotek” on November 23, 2005 with its registered offices at 7 Krasnaya Gorka Street, Gubino Village, Samara Region, 446077 Russia.





Globotek Samara was incorporated as a closed joint stock company, CJSC “Globotek-Samara” on July 09, 2008 with its registered offices at 1-7, Solnechnaya Street, Syzran town, Samara Region, 446020 Russia.





The Group’s main operations are in the Samara region (Tolyatti). The industrial modular mobile complex on processing OPG is established on the Mohtikovsky deposit (Nizhnevartovsk area, Hunts-Mansijsky independent district-Jugra). Globotek’s process involves the use of block-modular mobile complexes that each contain mini gas processing units that can be used in any environment where APG is flared.





RESULTS OF OPERATIONS





The following discussion and analysis summarizes the results of operations of the Company for the nine-month periods ended September 30, 2010 and 2009.





COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009





Management’s Discussion and Analysis of Financial Condition and Results of Operations.





The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand Globotek Holdings, Inc., our operations, and our present business environment. This MD&A should be read in conjunction with “Item 1. Financial Statements” of this report on Form 10-Q.





This overview summarizes the MD&A, which includes the following sections:





•

Executive Summary –an executive summary of our results of operations for the nine months ended September 30, 2010.




19





•

Critical Accounting Estimates – a discussion of the accounting estimates that are most critical to aid in fully understanding and evaluating our reported financial results and that require management’s most difficult, subjective or complex judgments.





•

New Accounting Standards – a discussion of recently issued accounting standards and their potential impact on our consolidated financial statements.





•

Results of Operations – an analysis of the Company’s unaudited condensed consolidated results of operations for each of the nine months ended September 30, 2010 and 2009, which have been presented in its unaudited condensed consolidated financial statements. In order to assist the reader in understanding our business as a whole, certain metrics are presented for each of our segments.





•

Liquidity and Capital Resources – an analysis of cash flows, off-balance sheet arrangements, stock repurchases and the impact of changes in interest rates on our business.





EXECUTIVE SUMMARY





The following is an executive summary of what Globotek Holdings, Inc. believes are important results as of and during the nine months ended September 30, 2010, which should be considered in the context of the additional discussions herein and in conjunction with its unaudited condensed consolidated financial statements. We believe such highlights are as follows:





•

Net revenues for the nine months ended September 30, 2010 decreased 95.3% to $0.05 million from $1.13 million in the comparable period in 2009.





•

Improvement in current ratio (defined as current assets divided by current liabilities) of 0.18 to 1 at September 30, 2010 as compared to 0.03 to 1 at December 31, 2009.





•

General and administrative expenses as a percentage of revenue were 488.2% and 16.1% for the nine months ended September 30, 2010 and 2009, respectively, which was primarily due to increases in, among other factors, additional legal, accounting and audit expenses.





CRITICAL ACCOUNTING ESTIMATES





Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amount of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends, and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. On a regular basis, management reviews the accounting policies, estimates, assumptions and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.





Our significant accounting policies are discussed in Note Summary of Significant Accounting Policies, of the Notes to Unaudited Condensed Consolidated Financial Statements included in Item 1. Financial Statements.





NEW ACCOUNTING STANDARDS





In January 2010 the FASB issued Update No. 2010-06 “Fair Value Measurements and Disclosures—Improving Disclosures about Fair Value Measurements” (“2010-06”). 2010-06 requires new disclosures regarding significant transfers between Level 1 and Level 2 fair value measurements, and disclosures regarding purchases, sales, issuances and settlements, on a gross basis, for Level 3 fair value measurements. 2010-06 also calls for further disaggregation of all assets and liabilities based on line items shown in the statement of financial position. This amendment is effective for fiscal years beginning after December 15, 2010 and interim periods within those fiscal years. The Company is currently evaluating whether adoption of this standard will have a material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-05 “Compensation—Stock Compensation—Escrowed Share Arrangements and Presumption of Compensation” (“2010-05”). 2010-05 re-asserts that the Staff of the Securities Exchange Commission (the “SEC Staff”) has stated the presumption that for certain shareholders escrowed share represent a compensatory arrangement. 2010-05 further clarifies the criteria required to be met to establish a position different from the SEC Staff’s position. The Company does not believe this pronouncement will have any material impact on its financial position, results of operations or cash flows.




20





In January 2010 the FASB issued Update No. 2010-04 “Accounting for Various Topics—Technical Corrections to SEC Paragraphs” (“2010-04”). 2010-04 represents technical corrections to SEC paragraphs within various sections of the Codification. Management is currently evaluating whether these changes will have any material impact on its financial position, results of operations or cash flows.





In January 2010 the FASB issued Update No. 2010-02 “Accounting and Reporting for Decreases in Ownership of a Subsidiary—a Scope Clarification” (“2010-02”) an update of ASC 810 “Consolidation.” 2010-02 clarifies the scope of ASC 810 with respect to decreases in ownership in a subsidiary to those of a: subsidiary or group of assets that are a business or nonprofit, a subsidiary that is transferred to an equity method investee or joint venture, and an exchange of a group of assets that constitutes a business or nonprofit activity to a non-controlling interest including an equity method investee or a joint venture. Management, does not expect adoption of this standard to have any material impact on its financial position, results of operations or operating cash flows. Management does not intend to decrease its ownership in wholly-owned subsidiary.





International Financial Reporting Standards (“IFRS”) are a set of standards and interpretations adopted by the International Accounting Standards Board. The SEC is currently considering a potential IFRS adoption process in the U.S., which could, in the near term, provide domestic issuers with an alternative accounting method and ultimately could replace U.S. GAAP reporting requirements with IFRS reporting requirements. It is anticipated that the SEC will soon issue guidance on this potential adoption. We are currently investigating the implications to the Company should we be required to adopt IFRS.





RESULTS OF OPERATIONS





Three Months Ended September 30, 2010 and 2009





We generate all of our revenues in Russian Rubles (RUR). Our revenues have been affected by fluctuations in foreign currency exchange rates.





Our revenues for the three months ended September 30, 2010 were $10,773 as compared to $444,193 for the three months ended September 30, 2009.  The decrease in revenues was due primarily to the effect of the world economic downturn on our clients, low demand and subsequent decrease numbers of sales transactions.





Our gross profit from sales for the three months ended September 30, 2010 were $ 2,322 or 21.6% as compared $335,890 or 75.6% for the three months ended September 30, 2009. The increase in gross profit is the result of the effective cost management but there is no overall effect on results of operation due to insufficient sales level.





Operating expenses for three months ended September 30, 2010 were $184,777 as compared to $173,605 for the three months ended September 30, 2009.





General and Administrative expenses were $119, 895 for the three months ended September 30, 2010 as compared to $46,378 for the tree months ended September 30, 2009.The increase of $73,211 is primarily due to increases in, among other factors, additional legal, accounting and audit expenses.





Depreciation and amortization expenses were $65,188 for the three months ended September 30, 2010 as compared to $127,228 for the three months ended September 30, 2009. The decrease of $ 62,040 is primarily attributable to disposal of assets held under capital lease agreement in April 2010.





The Company’s net profit for the three months ended September 30, 2010 was $113,118 as compared to a net loss of $100,387 for three months ended September 30, 2009. The switch to profit is primarily attributable to gain on write-off accounts payable with long account age.





Nine Months Ended September 30, 2010 and 2009





We generate all of our revenues in Russian Rubles (RUR). Our revenues have been affected by fluctuations in foreign currency exchange rates.





Our revenues for the nine months ended September 30, 2010 were $53,524 as compared to $1,128,526 for the nine months ended September 30, 2009.  The decrease in revenues was due primarily to the effect of the world economic downturn on our clients, low demand and subsequent decrease numbers of sales transactions.




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Our gross profit from sales for the nine months ended September 30, 2010 were $ 31,738 or 59.3% as compared $425,077 or 37.7% for the nine months ended September 30, 2009. The increase in gross profit is the result of the effective cost management but there is no overall effect on results of operation due to insufficient sales level.





Operating expenses for nine months ended September 30, 2010 were $536,956 as compared to $553,416 for the nine months ended September 30, 2009.





General and Administrative expenses were $261,133 for the nine months ended September 30, 2010 as compared to $181,991 for the nine months ended September 30, 2009.The increase of $79,142 is primarily due to increases in, among other factors, additional legal, accounting and audit expenses.





Depreciation and amortization expenses were $275,639 for the nine months ended September 30, 2010 as compared to $371,268 for the nine months ended September 30, 2009. The decrease of $ 95,629 is primarily attributable to disposal of assets held under capital lease agreement in April 2010.





The Company’s net loss for the nine months ended September 30, 2010 was $662,891 as compared to a net loss of $557,964 for nine months ended September 30, 2009, for the reasons explained in the above paragraphs.





LIQUIDITY AND CAPITAL RESOURCES





Historically, we have financed our operations and capital expenditures primarily with cash on-hand and the proceeds from sales of our common stock. The primary source of the Company’s capital resources has been from lines of credit with it stockholders and other related entities.





On June 22, 2010, we entered into a Securities Purchase Agreement with Asher Enterprises, Inc., a Delaware corporation (“Asher”), by which Asher purchased an 8% convertible note in the aggregate principal amount of $60,000. We do not believe that the proceeds from the Asher convertible notes will be sufficient to enable us to complete the current fiscal year without additional borrowing or contributions from officers or principle shareholders of the Company to fund operations. Unless we receive significant additional working capital, we will not be adequately capitalized.





Cash Flow





We incurred a net loss of $662,879 for the nine months ended September 30, 2010 as compared to a net loss of $638,204 for the nine months ended September 30, 2009.





As of September 30, 2010, we had working capital deficit of $3,509,735.  For the nine months ended September 30, 2010, we generated a net cash deficit from operating activities of $2,503,085 consisting of primarily of a net loss of $662,891 net with depreciation and amortization of $275,639 and services contributed by related party of $414,061. We believe that we will continue to incur net losses and negative cash flow from operating activities throughout 2010. We have met our cash requirements to date through the private placement of common stock and from borrowings and capital leases.





Our current cash flow is not adequate to satisfy our working capital requirements and debt service. We will be able to utilize loans from affiliates for the beginning stages of our development plan.  However the capital spending required by us to remain competitive and operate efficiently coupled with the funds needed by us to continue existence will likely result in an increase in the Company’s debt. The Company is dependent upon its cash flow from operations to maintain appropriate liquidity.  The main component of the Company’s short-term borrowings, the balance of which was approximately $180,903 as of September 30, 2010, is a short-term credit facility with interst rate 18% p.a.





We will continue our efforts to obtain the funds needed to meet our future capital requirements. We will continue to evaluate ways to maximize the value of its assets, including possibly retiring or refinancing our existing debt. Although discussions have taken place, no commitment for further financing has been received at this time.





Satisfaction of Our Cash Obligations for the Next 12 Months.





The Company had cash on hand of $568 at September 30, 2010. We believe that this cash on hand will not be sufficient to meet our expenses through the end of our 2010 fiscal year.




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The Company raised $60,000 during the period ended September 30, 2010 through the issuance of a convertible note. On June 22, 2010, we entered into a Securities Purchase Agreement with Asher Enterprises, Inc., a Delaware corporation (“Asher”), by which Asher purchased an 8% convertible note in the aggregate principal amount of $60,000.





We do not believe that the proceeds from the Asher convertible notes will be sufficient to enable us to complete the current fiscal year without additional borrowing or contributions from officers or principle shareholders of the Company to fund operations. Our ability to achieve a level of profitable operations and/or additional financing may affect our ability to continue as a going concern.





Unless we receive an imminent infusion of cash either through the sale of equity or debt, we will not be adequately capitalized. There is no guarantee that we will be able to obtain funding or if we do obtain funding that will be on adequate terms to meet our operational commitments and expected general and administrative expenses for the next twelve months.





Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of operations. Such risks include, but are not limited to, an evolving and unpredictable business model and dependence on the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.





Off-Balance Sheet Arrangements





We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.





Contractual Obligations





Presently we have no Company hedging policy in place.  Collared hedges have the effect of providing a protective floor while allowing us to share in upward pricing movements to a fixed point. Consequently, while these hedges are designed to decrease our exposure to price decreases, they also have the effect of limiting the benefit of price increases beyond the ceiling. As we need, we may pursue hedging to protect a portion of our production against future pricing fluctuations, or enter into derivative contracts to decrease exposure to commodity price volatility.





Item 3.  Quantitative and Qualitative Disclosures About Market Risk





As a “smaller reporting company” as defined by Regulation S-K, the Company is not required to provide information required by this Item.





Item 4.  Controls and Procedures





Evaluation of Disclosure Controls and Procedures





Evaluation of Disclosure Controls and Procedures.Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting of Force Protection. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of our published financial statements. A company's internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures are being made only in accordance with authorizations of our management and board of directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




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During the audit of our financial statements for the fiscal year ended December 31, 2009, and subsequently thereafter, we identified the following internal control issues: (1) our failure to timely reconcile our accounts under Russian generally accepted accounting principles to U.S. GAAP;(2) inadequate monitoring of non-routine and non-systematic transactions.





The management have worked throughout the Q3 to remediate the material weaknesses that existed as of December 31, 2009 and as of March 31, 2010 and June 30, 2010.





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, and having considered the identified material weaknesses,our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were still not effective, pending further improvement in its design.





Changes in Internal Control Over Financial Reporting.





During the nine month period ended September 30, 2010, the following changes in internal controls occurred at our company.





We have worked throughout the Q3 to remediate the material weaknesses that existed as of December 31, 2009 and as of March 31, 2010 and June 30, 2010.





Management believe that improvements were implemented in Q3 of 2010 to ensure our accounting policies and improvements were aligned with GAAP, and to ensure that accounting personnel were trained on the accounting policies and procedures. During the quarter ended September 30, 2010, business analysis procedures were enhanced to improve the level of management review of trends, significant events and appropriateness of critical assumptions and to shorten the response time to resolve unexpected results or account balances.





The management have also undertaken to improve financial oversight functions and strengthen controls to allow for early detection of non-compliance with accounting policies and procedures. The significant controls implemented or enhanced in Q3 of 2010 to ensure compliance with accounting policies and procedures were (i) monitoring of company-wide business analytics, (ii) reviewing journal entries, (iii) verifying account reconciliations, and (iv) evaluating non-routine and non-systematic transactions.





We are in the process of adopting some other remedial actions to rectify the identified material weaknesses in the internal control over our financial reporting. Such remedial actions include retaining professional consultants to advise on the internal control over our financial reporting and recruiting new staff members who are familiar with U.S. GAAP.





The efficacy of the steps we have taken to date and the steps we are still in the process of taking to improve the reliability of our financial statements is subject to continued management review. We cannot be certain that these measures will ensure that we implement and maintain adequate internal control over financial reporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could adversely affect our operating results or cause us to fail to meet our reporting obligations. We cannot guarantee that we will not identify further material weaknesses or significant deficiencies in our internal control over financial reporting in the future or that future restatements will not be required.





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PART II - OTHER INFORMATION





Item 1.  Legal Proceedings





From time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course of business. Except as described below, we are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on the Company.





In proceedings of the Arbitrage Court of Samara Region there is case No. А9595/2009 initiated under the claim of Government institution – General Office of Pension Fund of RF in Syzran City and Oktyabrsk City, Syzran and Shigon District of Samara Region against Globotek ZAO concerning recovery of obligatory payments and penalties. As of September 30, 2010, the Company has accrued $8,240 as liability in the books. In accordance with information placed on the site of the Arbitrage Court of Samara Region this suit has been satisfied. The amount to be recovered is not indicated.





Globotek Group companies are also a part to a series of legal actions at various court levels with the Ministry of Industry, Power engineering and Technologies of Samara Region. In proceedings of the Arbitrage Court of Samara Region there is case No А55-15744/2009 initiated under the claim of the against Globotek Togliatti:


1) On recovery of money in the aggregate amount of RUB 1,652,508


2) On termination of government contract No. 5 dated 28 May 2009.


Although the Globotek group companies have had piecemeal success in defending their right to performs the contract so far, as of the date of this report, we have filed a petition to the Highest Interregional Arbitration Court to take this matter up and stop an unwelcomed practice of the Ministry officials. The final and binding court hearing is expected in January 2011 that is highly probable to be to the entire satisfaction of Globotek.





The case No. 24592/2009 based on the action brought by Lapkin Alexander Nikolaevich against CJSC “Globotek” and CJSC “VAZINTERSERVICE” to recognize surety agreement No 2956 dated 28 November 2006 to be invalid is considered closed. The Arbitrage Court of the Samara Region handed down a verdict effective September 13, 2010 to the entire satisfaction of CJSC “Globotek”.








Item 1(A).  Risk Factors





As a “Smaller Reporting Company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.





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





None.





Item 3.  Defaults Upon Senior Securities





None.





Item 4.  Reserved





Item 5.  Other Information





None.





Item 6.  Exhibits





31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002





32.1
Certification of the Chief Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





32.2
Certification of the Chief Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002








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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





GLOBOTEK HOLDINGS, INC.Date: November 15, 2010
By:
/s/Vladislav Feliksovich TenenbaumVladislav Feliksovich TenenbaumPresident (Principal Executive Officer)





Date: November 15, 2010
By:
/s/ Sergey Viktorovich LukinSergey Viktorovich LukinChief Financial Officer (Principal Financial Officer)