UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





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


For the
fiscal year ended December 31, 2009





OR





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
transition period from 
to





Commission
file number: 000-31385





GLOBAL
FOOD TECHNOLOGIES, INC.


(Name of
small business issuer in its charter)





DELAWARE
            
            52-2257546(State
      or other jurisdiction of
            
            (I.R.S.
      Employerincorporation
      or organization)
            
            Identification
      No.)113
      Court Street,  Hanford, CA
            
            93230(Address
      of principal executive offices)
            
            (Zip
      Code)





558-589-0100


(Issuer’s
telephone number)




Securities
registered under Section 12(b) of the Exchange Act:  None




Securities
registered under Section 12(g) of the Exchange Act:  Common Stock,
$0.0001 par value per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈ Yes         
xNo





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.  ̈





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.   xYes     
  ̈No





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   ̈    No
 ̈  [Not
applicable to smaller reporting companies]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈





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
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):




Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer     ̈   (Do
      not check if a smaller reporting company)
            Smaller
      reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).   ̈Yes   xNo





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates, computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last day business day of the registrant’s most recently completed second
fiscal quarter (June 30, 2009) was $27,825,287.





At
February 28, 2010, the number of shares outstanding of the registrant’s Common
Stock, $.0001 par value per share, was 29,753,527.


DOCUMENTS
INCORPORATED BY REFERENCE


None.







GLOBAL
FOOD TECHNOLOGIES, INC.


INDEX
TO


ANNUAL
REPORT FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2009





Item
                            
                            
                            
                            PageNumber
                            
                            Description
                            
                            NumberPART I1
                            
                            Business
                            
                            
                            31A
                            
                            Risk
      Factors
                            
                            
                            181B
                            
                            Unresolved
      Staff Comments
                            
                            
                            202
                            
                            Properties
                            
                            
                            203
                            
                            Legal
      Proceedings
                            
                            
                            204
                            
                            [Reserved]
                            
                            
                            20PART II5
                            
                            Market
      for Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities
                            
                            
                            216
                            
                            Selected
      Financial Data
                            
                            
                            227
                            
                            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                            
                            
                            227A
                            
                            Quantitative
      and Qualitative Disclosures About Market Risk
                            
                            
                            318
                            
                            Financial
      Statements and Supplementary Data
                            
                            
                            319
                            
                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                            
                            
                            319A
                            
                            Controls
      and Procedures
                            
                            
                            319B
                            
                            Other
      Information
                            
                            
                            32PART III10
                            
                            Directors,
      Executive Officers and Corporate Governance
                            
                            
                            3211
                            
                            Executive
      Compensation
                            
                            
                            3712
                            
                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                            
                            
                            3913
                            
                            Certain
      Relationships and Related Transactions and Director
      Independence
                            
                            
                            4114
                            
                            Principal
      Accountant Fees and Services
                            
                            
                            4215
                            
                            Exhibits,
      Financial Statement Schedules
                            
                            
                            44Signatures
                            
                            
                            47




2





PART
I.





ITEM
1.  BUSINESS





On March
24, 1999, Global Food Technologies, Inc., a Delaware corporation, (GFT, we or
the Company) was incorporated under the laws of the State of Delaware under the
name “Boulevard Acquisition Corporation” to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination.  On August 19, 2005, we executed and simultaneously
consummated an Asset Acquisition Agreement with Solvis Group, Inc., a Delaware
corporation, and Global Food Technologies, Inc., a privately held Delaware
corporation, which we refer to as Tech, engaged in the research and development
of food safety technologies.  Pursuant to this Asset Acquisition
Agreement, as amended, we acquired substantially all of the assets and
liabilities of Tech in exchange for issuing to Tech 22,943,693 shares of our
common stock.  We refer to the asset acquisition in this report as the
Transaction.  Solvis and the Pierce Mill Associates, Inc. (which were
the only two stockholders of Boulevard Acquisition Corp. prior to the
Transaction) agreed to reduce the number of shares to be held by them following
the Transaction to 100,000 shares each of GFT.  Thus, the 22,943,693
shares we issued to Tech represented approximately 99% of our issued and
outstanding common stock following the Transaction.  As of December
31, 2009, we had 29,752,513 shares issued and outstanding.





The 2005
transaction was accounted for as a “reverse merger”.





Following
the Transaction, we filed an amendment to our Certificate of Incorporation to
change our name to “Global Food Technologies, Inc.” and Tech changed its name to
“Global Food TECH, Inc.”  Pursuant to the Transaction, Tech became a
holding company with no assets other than its ownership of GFT shares, and GFT
became the operating company.





The
predecessor to Tech was originally formed in 2000 as a limited liability company
to engage in research and development of food safety technologies, but had no
operations until July 2001.  On August 1, 2001, Tech was incorporated
in the State of Delaware, and the limited operations of the limited liability
company were merged into the new corporation on November 19, 2001. Immediately
prior to the Transaction, Tech was engaged in the research and development of
its proprietary scientific food safety technologies to increase the quality and
value of commercially packaged seafood, poultry and other meats, and to make
these products safer for human consumption by eliminating disease-causing
bacteria and spoilage microorganisms. As a result of the Transaction, we adopted
Tech’s business plan, purchased its assets and continue to research, develop,
market and seek to license our patented food safety technologies.





Business
of the Company





Overview





We are a
life sciences company engaged in the commercialization of food safety
applications for: (1) our proprietary scientific food processing technologies,
which are currently focused on increasing the quality and value of commercially
packaged seafood (and may later expand to poultry and other meats),
substantially extending their shelf-life and making these products safer for
human consumption by reducing disease-causing bacteria; (2) our iPuraTM Food
Safety and Quality Assurance Service Program (“The iPuraTM Program”),
which is a comprehensive food safety and quality assurance program focused
on  the execution of extraordinary food safety measures at the source
of food production; (3) the promotion and sales of food products that have been
treated under the iPuraTM Program
and bear our iPuraTM consumer
food safety seal; and (4) licensing of the iPura seal.


3





Currently,
we are an early stage revenue producing company. We have made sales of iPura
labeled products to food distributors and directly to retailers in the U.S.
markets. One of our customers, Safeway, Inc., is one of the largest retailers in
America. In addition to sales of iPura labeled food products, it is our
objective to win contracts for private label brand manufacturing to protect the
private labels of large retailers in America. Those private label contracts
involve long sales cycles and discussions with retailers have been underway
since the fourth quarter 2009.  Our business plans described in this
Annual Report remain subject to modification from time to time at the discretion
of management and are further subject to various risks and uncertainties, some
of which are described in Part I, Item 1A of this Annul Report.





We have
focused our development efforts on products designed to reduce significantly the
presence of salmonella, campylobacter, and other bacterial pathogens found in
processed seafood by treating those products with the food safety technologies
and methods under  the iPuraTM
Program.  We believe that using our proprietary, low-cost technologies
designed to sharply reduce the presence of dangerous and often lethal pathogens
in seafood and significantly increase the shelf-life and commercial value of
these products, we could create a new paradigm in food safety. All of our
current commercialization efforts are focused on seafood, although the Company
anticipates ultimately developing applications for poultry and meat products as
well.  GFT’s technological solutions can help food processors increase
the quality, safety, and economic value of their products by reducing or
eliminating the waste and liability associated with the distribution of
contaminated food, and by increasing product shelf life. This could help the
distribution chain avoid losses, protect their reputation, gain new customers,
avoid losing customers, and increase their profits by meeting consumer demand
for cleaner and safer food. OuriPuraTMseal is a
tool that communicates to consumers that extraordinary measures went into the
food safety practices in an effort to reduce their chances of contacting a
foodborne illness due to pathogenic contamination.





Through
on-site surveys at processing facilities in North America, South America, Asia,
and Europe, GFT management has determined that a non-thermal pathogenic “kill
step” prior to packaging is missing in the seafood industry. This is the
opportunity for GFT’s technology. GFT has invented the “kill step” that
management believes is absent in seafood processing. GFT developed the iPuraTM Seafood System (“The iPuraTMSystem”) by commercializing
its proprietary technology platform and its “kill-step” process which capitalize
on GFT’s expertise in cellular biology and a method combining pressure, water,
flow rate, distance, speed, dwell time and an environmentally friendly organic
antimicrobial solution to mitigate disease causing bacteria (pathogens) and
other spoilage organisms, without affecting the texture, color, taste, or
nutritional value of the product.





GFT has
begun providing the technology, the equipment and personnel for the pathogenic
“kill step”, as part of an on-site food safety service. GFT systems are
installed in food processors’ facilities at the end of the processing line. The
iPuraTM System is comprised of a large
stainless steel vessels and/or spray systems with associated subsystems, all
operated inside a controlled environment.  The “kill step” is
performed by GFT personnel operating the iPuraTM System, immediately prior to
packaging.  After the sanitization, GFT places its “iPuraTM” logo
(seal) on the package. The seal serves to identify food products that have a
higher level of safety and quality.


4




The iPura
Program represents the commercialization of our technologies. The iPura Program
embodies extraordinary precautions and world-class food safety measures for the
seafood industry by uniting green technologies and our comprehensive proprietary
iPura delivery systems  with a comprehensive daily regimen at the
source of production – in food processing facilities.The
iPura daily on-site
food safety team includes microbiologists, system operators, technicians, and
quality control personnel.  Our green technologies, proprietary
delivery systems and “boots on the ground” strategy assures thatiPura stands alone with its
vertically integrated controls for food safety.




Further
Strengthening the iPura Program, non-proprietary yet beneficial technologies are
incorporated adding critical elements such as time temperature monitoring during
the transportation cold chain and full traceability via a web-based portal
allowing for identification of the source of raw materials and following the
details of that product throughout its journey from farm to fork.




Paksense
Inc. of Boise, Idaho, manufacturers and supplies iPura with time temperature
indicators (TTI’s) that are incorporated into each shipment of
product.  These small tabs, when activated, take a physical
temperature reading every five minute interval for a period of 60
days.  Loaded into the shipping container in various X,Y,Z coordinate
locations to create a full temperature profile of product in the container at
the production site while the product is stocked, these monitor the temperature
and handling conditions of the product on it’s journey from the production site,
to the ports, as ocean freight, and finally into domestic
warehousing.  The TTI’s are retrieved from the warehouse and sent to
corporate offices where data is retrieved in a plotted excel sheet fashion to
validate safe handling and transportation of iPura products.




Traceability
is a current issue in the food industry and becoming further required in greater
detail through legislative action.  The ability to identify the source
of any consumed food product is critical for risk mitigation and corrective
actions.  Web-based traceability portal systems, such as TraceRegister
used in the iPura program, allow for real time input of information from each
production batch and lot as it is retrieved from a pond or fishery and follows
the journey of the product as it reaches the
consumers.  Identification of all individuals in the food handling
chain from farm to fork develops accountability reinforcing responsibility in
creating a safe food supply.  iPura products




Management
believes that it is commercially feasible to create recurring revenue streams
through service, sales, and licensing to capitalize on the potential of our
proprietary technologies, market opportunities and human resources. We have
identified three price-per-pound revenue models, with one particular model to be
tailored for use with each processor dependant upon the circumstances of and
GFT’s relationship with that processor.  In each model, GFT will
provide the daily on-site service to maintain control of The Highest Standard in
Food Safety.





A.
Service and Licensing – Under this proposed model, GFT would bill a
price-per-pound charge to the food processor for (1) the daily on-site iPura
food safety service and (2) the right, under license, to affix the iPura seal on
a package containing product processed through the iPura system. This model
provides GFT with lower required capital costs and avoids the need for us to
arrange inventory financing.  Thus, this model is designed to produce
faster and greater scalability, although it precludes GFT from earning
potentially higher profits from the premium that we believe iPura branded
products may be able to command in the marketplace. GFT may use this model in
circumstances where growth in processing volume exceeds our ability to finance
and manage inventory, especially if regional licensees are contracted (as
discussed below).


5





B.
Service and Sales – Under this model, GFT is currently acting as the exclusive
importer of iPura-labeled products through its wholly-owned subsidiary, iPura
Food Distribution Company (“IFD”). GFT carries out the service, sales, marketing
and management, while IFD manages the logistics. We believe that this “importer”
model will (1) provide the opportunity for GFT to exercise varying degrees of
control over the early supply, marketing, distribution and price-per-pound of
iPura-labeled products; (2) provide GFT the opportunity to capture reasonable
and customary gross profit margins commonly earned by importers; (3) provide GFT
the opportunity to command and capture a premium price for iPura-labeled
productthrough
negotiated sales in the marketplace; (4) provide GFT the opportunity to increase
demand for iPura-labeled product both domestically and internationally; and, (5)
provide GFT the opportunity to negotiate private label brand manufacturing
contracts to protect the private labels of large food retailers with iPura
treated food products.  This model, however, requires significant
additional capital and/or commercial financing for inventory, and will also
subject GFT to any risk of loss for unsold inventory or spoilage.





C.
Regional License – Management believes that if GFT is successful in both models
discussed above, it could create demand for a third revenue model that would
envision the licensing of strategic “partners” to support the expansion of iPura
in large international consumer markets such as China, Japan, and
Europe.  If we implement such regional licenses of our iPura
technology and programs, the licensees could then utilize our technology on a
regional basis through either of the two revenue models discussed
above.  Utilizing regional licenses could accelerate growth and allow
us to increase brand awareness and market share, as well as reduce the capital
resources required by GFT to implement such expansions.  GFT could
implement such regional licenses based on a royalty fee, or pursuant to a
joint-venture model with such third-party licensees.





GFT has
elected to initially enter the market utilizing the “importer” model, as
described in “B” above. Based on our initial market research and experience, we
believe that this model may provide superior margins and allow us to reach
profitability in the shortest course. GFT anticipates utilizing each model to
maximize revenue, based on market conditions and the circumstances and abilities
of each processor.  The “importer” model allows GFT to prove our
business model to seafood processors, as we will be responsible for generating
consumer interest and demand for our products, re-selling the iPura processed
seafood products, and negotiating pricing and margins with retailers and
distributors.





On
January 30, 2009, the first iPura System became operational in a major seafood
processing plant on Hainan Island in the People’s Republic of China. The terms
of the agreement are detailed in the iPura Food Safety Installation &
Services Agreement dated November 11, 2008 and the iPura Sales Agreement of the
same date, by and between Global Food Technologies, Inc. and Tongwei (Hainan)
Aquatic Products Co. Ltd. GFT imported the first container of iPura labeled
tilapia during the second quarter 2009 and made its first sales during the third
quarter.





We will
proceed to validate our iPura brand and business model through anticipated sales
in the U.S. markets. Thereafter, GFT intends to pursue the opportunity to create
growth by adding more food products and by licensing strategic partners to
distribute iPura-labeled products internationally, thereby creating additional
streams of recurring revenue. GFT has had discussions with a strategic partner
that has experience in and pathways to the food sector in China, where the
middle class has over 100 million consumers and continues
growing.  Studies indicate the Chinese middle class are as concerned
with food safety as consumers in the U.S., Japan and the European Union.
Licensing agreements can support substantially increased and faster growth,
since they allow sales and marketing to be carried out on the infrastructures of
allied partners or licensees.  We believe that there will be other
opportunities and potential strategic alliances in Europe, Japan, South Korea
and other Asian countries, and we are beginning market research in consumer
markets in Brazil and India as well.


6





We spent
$1,258,516 and $2,159,689 on continued research and development during the
fiscal years ended December 31, 2009 and December 31, 2008,
respectively.  Our iPuraTM Seafood Processing System and
iPura Program have been commercialized and are now operational.  Our
other technologies for other food products remain in various stages of research
and development.  We do not anticipate expanding our technologies to
additional products, or spending any significant research and development funds
on such potential additional products during 2010, as our current focus is on
successfully commercializing and further implementing our seafood
applications.





The
Problems We Address





It is
widely known that contamination from bacteria in raw food processing and
packaging is a major cause of worldwide food waste (spoilage) before
consumption, as well as food poisoning after consumption.Our technologies and
proposed products and services are focused on reducing the incidence of food
poisoning worldwide due to ingesting salmonella, campylobacter, and other
bacteria often present in seafood, poultry and other meats, either naturally or
through contamination, while processing and packaging these foods for commercial
consumption.  These disease-causing bacteria, or pathogens, can remain
in processed food and be eaten by consumers, causing frequently serious illness,
and sometimes death.





The U.S.
Center for Disease Control estimates that one third of Americans are stricken
with some form of food poisoning each year. These 100 million food poisoning
cases result in more than 325,000 hospitalizations and 5,000 deaths in America
annually.





In terms
of medical costs and productivity losses, food-borne illnesses associated with
seven major pathogens cost the nation between $7 billion and $37 billion
annually, according to USDA’s estimates (See: Food Safety: Overview of Federal
and State Expenditures, U.S. General Accounting Office, GAO-01-077, February
2001, available at www.gao.gov/new.items/d01177.pdf).
Our management estimates that the worldwide medical and productivity costs
related to food poisoning constitute a multiple of the amount suffered in the
United States, considering that, in many food-exporting countries outside of the
United States, there are less regulated processing, clean conditions,
availability of preventative and remedial medical products, and services and
education about the problem.  Management cannot further quantify this
estimate, since complete and reliable records of the true incidence of diseases
transmitted by food are not available on an international basis.  It
also should be noted that statistics concerning all food-borne illnesses include
incidences caused by foods other than seafood, poultry and other meats (such as
fruits, nuts and vegetables). However, it is generally accepted that the largest
health risks come from seafood, poultry and other meat products.





We
believe that the food processing industry has a critical need for a
pathogen-elimination step prior to final packaging. Making seafood (with future
potential expansion to poultry and other meats) safer for human consumption,
while at the same time substantially extending shelf-life when being marketed to
consumers, is our primary objective.


7





Government,
university, and private studies have indicated that consumers are very concerned
about food safety. Michigan State University’s Food Safety Policy Center in a
national survey (April 2006) found that 96% of respondents stated that seals
should contain food safety information and that 84% of consumers polled are
willing to pay a food safety premium for a reduction in their chances of
becoming ill due to food contamination.  Michigan State University
Food Safety Policy Center, United States National Survey on Consumer Perception
of Food Safety; http://www.fspc.msu.edu/.





The
January 2007 issue of Consumer Reports stated that pathogenic contamination was
found on 83% of the poultry they sampled from U.S. retail grocers. The report
stated that chickens sealed as organic or raised without antibiotics and costing
$3 to $5 per pound were more likely to harbor salmonella than were
conventionally produced broilers that cost approximately $1 per pound and that
no major seal fared better than others overall. Foster Farms, Pilgrim’s Pride,
and Tyson chickens were lower in salmonella incidence than Perdue, but they were
higher in campylobacter. This Consumers Report issue also stated, “Our tests
show the current practices aren’t enough” and, “when contaminated chickens
arrive at supermarkets, problems can multiply. Just one slip-up in storage,
handling, or cooking, and you’re at risk”.




Distributing
defective food can irreparably harm a company’s reputation and bottom line.
iPuraadds value by
satisfying consumer demand for cleaner and safer sustainable seafood. With iPura sealed products, we
believe that companies can safeguard public health, protect their brand image,
extend product shelf-life, reduce spoilage, mitigate liabilities and increase
sales.




Our
Products and Services





In
launching our technology commercially, we have concentrated first on developing
products for use by seafood processors, where management believes the danger is
highest, thus giving us the greatest likelihood of market acceptance by
processors, grocers and consumers.  The overall strategy begins with
initiating cleaner food at the source through use of theiPuraTM system and iPura food safety
program.





The iPura program builds in
controls from the start that are designed to combat foodborne hazards and
prevent contaminants from entering the food supply.  iPuraintegrates
patented technologies with a varied combination of organic antimicrobial agents
and proprietary delivery systems that perform non-thermal microbial
interventions (“organic clean-steps” or “kill steps”) prior to packaging, with
additional safety and quality controls throughout the distribution
chain.





Under our
on-site iPuraTM Food Safety Program we are
providing the technology, equipment and personnel for the pathogenic “kill
step”, as part of the onsite food safety service. The iPura system is installed
in the food processor’s facilities at the end of the processing line, and is
comprised of large stainless steel vessels and/or spray systems with associated
HMI (Human Machine Interface). PLC (Programmable Logic Controls), pneumatics,
fill/mix systems, and conveyance apparatuses, all operated inside a controlled
environment. Our methods add one additional but critical step in the processing
lines already in place in virtually every seafood and poultry processing
facility.  This new “kill step” is performed by GFT personnel, using
our iPura delivery systems, immediately prior to packaging.  After the
sanitization, GFT places its iPuraTM seal on
the package.


8





Our
proprietary technologies are designed to reduce the instances of food-borne
illnesses that claim thousands of lives and cost businesses billions of dollars
in losses internationally every year.  Our pathogen reduction and
elimination technology platform integrates traditional food handling and
processing with cellular biology, creating what we believe will be a new
paradigm for the food safety industry.





Destroying
pathogens makes the product safe; the greatly reduced levels of bacteria and
spoilage organisms, and the cellular dormancy, allow for a longer shelf-life;
and the controlled packaging keeps the product safe and fresh. While we cannot
say that our iPuraTM Seafood Processing System will
eradicate all the pathogens found in the food we treat, our internal laboratory
testing and studies (conducted jointly with, and confirmed by, representatives
from a highly-respected university in the Western United States, which we refer
to as the University) indicate that our methods are significantly more effective
in reducing bacterial count on the treated products compared to methods in
commercial use today.





Our
pathogen-elimination “kill step” process is designed to help food processors
increase the quality, safety, and economic value of their products by
eliminating the waste, rejection, recall and liability associated with
distributing contaminated food products.  This can provide substantial
public health and economic benefits to food processors, food distributors,
grocers, restaurants, and other food service companies, and, ultimately,
governments and consumers.





We
believe that the iPuraTM Food
Safety Program will help the food chain grow their margins by increasing the
quality, safety, and economic value of their products by reducing or eliminating
the waste and liability associated with the distribution of contaminated food,
and by increasing shelf life.





iPuraTM labeled
products carry a unique food regulatory intervention insurance, not currently
available in the marketplace. Marine Management Insurance Brokers, Inc.
(“MMIB”), a leader in providing specialized insurance products and risk
management services to the international trade of seafood, has investigated the
efficacy of the iPuraTM System and iPuraTM Food Safety Program. As a
result of MMIB’s involvement, iPura labeled product is insured against
regulatory intervention and product recall throughout the distribution chain.
The iPuraTMprocessor
and their downstream customers are relieved of the significant losses and
disruption of trade that results from food safety violations. This provides the
market with an unprecedented level of security and provides international
credibility for the iPuraTMseal. Mr. Curtis Keyes,
the CEO and founder of MMIB, also serves on our Advisory Board.





We have
established, and successfully registered the iPuraTM trade mark
to identify products processed by the iPuraTM Seafood Processing System. The
registrations for the iPura mark have issued for all of the goods and services
in Chile, the EU, Hong Kong, Iceland, Japan, Mexico, Norway, Peru, Taiwan,
Thailand, Vietnam, and have issued in China (PRC) for the fish, meat, poultry,
fruits, and vegetables.  The IPURA trademark applications remain pending in
Brazil, Canada, India, and the U.S. for all of the goods and
services.  In the U.S., we filed the Statements of Use with the U.S.
Trademark Office on December 11, 2009.  We do not expect to hear from
the U.S. Trademark Office for a few months.




9


TheiPuraseal
is a guarantee that Global Food Technologies’ personnel provided continuous
daily on-site food safety services at the seafood processor’s facility. It is
the expectation of management that buyers will recognize iPura as
the world’s first food safety seal backed by insurance throughout the
distribution chain against regulatory rejection and product recall, and that we
believe consumers will ultimately recognize the seal as a mark of excellence
signifying the iPura slogan “The Highest Standard in Food Safety”.





Our
management believes that consumers are willing to pay a premium for value added
food safety, and we believe that we can create additional demand for our
products by educating consumers about the benefits of food products bearing the
iPuraTM
seal.  Currently, we are advertising in industry
publications.





To date,
we have tested our technology primarily on seafood products, including actual
seafood product supplied by our potential customers.  Application of
our technology to poultry and other foods will require significant additional
research and development.  Internal testing has demonstrated that our
system is effective against bacterial pathogens and spoilage microorganisms,
such as salmonella, campylobacter and E. coli.  However,
our technology is not designed or intended to, and does not have, any effect on
viral or genetically transmitted diseases, such as “mad cow disease” or avian
flu, and we have no present intent to expand our science into that
area.  Our management has studied food safety issues extensively, and
believes that the largest numbers of deaths resulting from food-borne illnesses
are attributable to bacterial pathogens, and we are committed to focusing on the
food safety issues associated with those specific illnesses, at least for the
near future.





Benefits
of our technology over other technologies include the following:





·
            our
      “kill step” method does not affect the size, weight, texture, taste,
      smell, appearance or nutritional value of the seafood products treated by
      it;


·
            our
      systems are scalable to suit the output level of each individual
      processor;


·
            installation
      can be made at little cost to the seafood processor, since our current
      plan is to charge service and licensing fees based on volume;
      and


·
            our
      method is clean, safe to use, and environmentally friendly, because it
      does not rely on caustic chemicals or radiation to eliminate pathogens and
      spoilage organisms in the treatment
process.





iPura®Value
Points





The iPuraProgram integrates
cutting-edge technologies to mitigate dangerous pathogens and contaminants that
too frequently compromise seafood products during the processing and packaging
stages.





Safety
controls prior to packaging:





·
            Patented
      “organic clean step” or “kill step”


·
            Turn-key
      industrial hardware


·
            On-site
      food safety and quality assurance
team


·
            Multiple
      interventions to combat foodborne
hazards


·
            On-site
      microbiologist for continual testing against foodborne
    hazards


·
            Packaging
      within a  controlled
environment


10





·
            Independent
      third party certification


·
            Chlorine
      free





Safety
controls in the distribution chain:





·
            Temperature
      monitoring


·
            Protection
      against cross contamination


·
            Traceability


·
            Security
      authentication against
counterfeiting


·
            Insurance
      against regulatory rejection and product
recall




Benefits
to the Food Distribution Chain




·
            Protects
      public health


·
            Protects
      brand names and company image


·
            Protects
      against product rejection


·
            Protects
      against product recall


·
            Reduces
      product liability


·
            Reduces
      product waste


·
            Promotes
      extended shelf-life


·
            Provides
      seamless traceability


·
            Increases
      profitability




While our
current research and development efforts have been focused almost exclusively on
the seafood markets, subject to the availability of sufficient resources, we
intend to commence scientific research activities on applying our technology to
other meat products, including poultry and pork.  Due to resource
limitations, we currently do not have any projected schedule for commencing this
research or a cost estimate relating to this activity.





Distribution
and Marketing Plan





Management
has determined it is commercially feasible to create recurring revenue streams
through service, sales, and licensing to capitalize on the potential of our
proprietary technologies, market opportunities and human resources. We have
identified three price-per-pound revenue models, with one particular model to be
tailored for use with each processor dependant upon the circumstances of and
GFT’s relationship with that processor.  In each model, GFT will
provide the daily on-site service to maintain control of The Highest Standard in
Food Safety. The models are discussed in detail above, on the “Overview”
section.





A.
Service and Licensing - GFT will bill a price-per-pound charge to the food
processor for (1) the daily on-site iPura food safety service and (2) the right,
under license, to affix the iPura seal on a package containing product processed
through the iPura system.





B.
Service and Sales - GFT is currently acting as the exclusive importer of
iPura-labeled products through its wholly-owned subsidiary, iPura® Food
Distribution Company (“IFD”). GFT carries out the service, sales, marketing and
management, while IFD manages the logistics.




11




C.
Regional License - Management believes that if GFT is successful in both models
discussed above, it could create demand for a third revenue model that would
envision the licensing of strategic “partners” to support the expansion of iPura
in large international consumer markets such as China, Japan, and
Europe.





GFT has
elected to initially enter the market utilizing the “importer” model, as
described in point “B” above. On January 30, 2009 the first iPura System became
operational in a major seafood processing plant on Hainan Island in the People’s
Republic of China. GFT imported the first container of iPura labeled tilapia
during the second quarter 2009 and made its first sales during the third
quarter.





We will
proceed to validate iPura with sales in the U.S. markets. Thereafter, GFT
intends to pursue the opportunity to create growth by adding more food products
and by licensing strategic partners to distribute iPura-labeled products
internationally, thereby creating additional streams of recurring
revenue.





Beginning
in the 4th quarter
of 2008, iPura has been advertised in various industry publications in an effort
to reach the seafood buyers and influencers. These publications include: Seafood
Business, Seafood International, Intrafish, GAA Magazine, Progressive Grocer,
Chef and Food Safety Magazine.





In order
to promote the iPuraTM seal to consumers in a
cost-effective manner, our contract with Global Media Fund, LLC, described
further below, will be a key element of our consumer-based marketing
plan.  Pursuant to the agreement, Global Media will place articles
describing iPuraTM seal and technology in various
newspapers throughout the U.S.  In addition, we have developed
descriptive brochures and educational materials that are on display at various
supermarkets where seafood with the iPuraTM seal is sold.





In
addition to our first commercially installed iPuraTM Seafood Processing System, we
have further developed relationships in the first three markets we have chosen
to introduce our technologies: Vietnam, Chile, and China.  We have
chosen to commence our business in these three countries, and have established
representative office relationships there, because we believe that these markets
represent very large seafood and poultry exporting countries, have strong
governmental and trade association support that can help with quicker market
acceptance by processors, and have a proven desire to be seen as using “state of
the art” technologies in processing their food for export
consumption.





Vietnam





GFT has
identified Vietnam as a prime target market for its pathogen elimination
technology.  There are a number of contributing factors to the high
priority given Vietnam.  Some of those contributing factors
are:





·
            Seafood
      is one of the leading export industries in
  Vietnam.


·
            Seafood
      exports deliver much needed hard currency to the Vietnamese government and
      economy.


12


·
            Vietnam
      has a tremendous need for pathogen elimination systems.  They
      have had a number of rejections and retentions from the EU, U.S. and Japan
      due to microbial contamination and the filthiness of their
      exports.


·
            Vietnam
      recognizes the safety and quality issues confronting their industry and
      desires to improve their seafood quality and global
      reputation.


·
            Vietnam
      is a newly accepted participant in the World Trade
      Organization.





Although
Vietnam is a leading exporter of seafood (especially shrimp products), it has
been heavily affected by more stringent requirements in the European Union and
in North America.  According to Mr. Nguyen Huu Dung, National Director
for SEAQUIP and Secretary General for Vietnamese Association for Seafood
Exporters and Producers, or “VASEP”, in Hanoi, Vietnam, between 1991 and 2002,
the output of fisheries production in Vietnam more than doubled, reaching
2,410,900 tons and yielding approximately U.S. $2 billion in 2002. (See: Status of Fish Trade and
Food Security in Vietnam, United Nations Food and Agriculture
Organization, 2003, available at


www.fao.org/documents/show_cdr.asp?url_file=/DOCREP/006/Y4961E/y4961e0k.htm.)





Despite
the importance of this sector, according to our contacts at VASEP, there is
concern that more than half of the nation’s seafood is grown either in the
polluted waters of the Mekong River or in stagnant aquaculture ponds, both of
which pose a serious threat to food safety.





Global
Food Technologies has two signed contracts in Vietnam. One contract is with a
major shrimp producer and the second contract is with a major pangasius (basa)
producer. The first installation of an iPura system in Vietnam was installed in
a pangasius producer during the first quarter of 2010 with operations scheduled
to begin during the second quarter of 2010.  Management anticipates
the fulfillment of the shrimp contracts during the third quarter
2010.





Chile





The
principal seafood exports from Chile are salmon and trout, with salmon leading
the industry. We began to look at opportunities for our proposed products and
services in Chile through our Director of Operations in Chile, a former Consul
General and former trade commission of Chile, in Los Angeles, California, who
has worked extensively with the Chilean trade agencies CORFO and
PROCHILE.  As with our experience in Vietnam, we undertook marketing
our products and services through initial contacts with government and trade
association leaders who want to enhance Chile’s reputation as a leader in the
seafood export market.  We sent a delegation to Chile in May 2005 to
meet with representatives of the Chilean Department of Fisheries, regional
government officials, trade association, and a number of large individual fish
processing companies to explain our technology and planned commercial products
and services. With the assistance of CORFO (the business development agency for
Chile)  five major seafood processors from Chile sent us their fish
samples for testing by the iPuraTM  Seafood Processing
System. In 2006, GFT was able to validate those results during a Science and
Business Conference hosted by GFT and the Department of Biological Sciences at
Idaho State University. GFT was able to demonstrate the system’s superior
efficacy to leaders from the Chilean seafood industry. In addition to the
validation of microbial reduction, the potential Chilean customers were able to
verify that there were no changes to the smell, texture, taste and overall
appearance of their seafood product processed in our facility.




13


Global
Food Technologies has a signed contract in Chile with a major salmon and trout
processor. Management anticipates the fulfillment of that contract during the
second quarter 2010.





China





In 2006,
GFT met with industry and governmental leaders as the invited guests of the
Chinese Seafood Certification Institute (“CSCI”) and Ms. Min Han, its CEO. The
CSCI was formerly under the Ministry of Agriculture until it was privatized. On
March 7, 2007, GFT signed a contract with the CEO of the CSCI, for
representation of potential customers. On March 12, 2007, GFT and CSCI sponsored
a private meeting with 36 Chinese seafood delegates at the Boston Seafood Show.
The seminar and private meetings that followed led to governmental support that
resulted in an invitation to speak to the seafood processing members at a major
seafood event in China on May 19, 2007,  GFT was presented as a guest
at the annual meeting of the China Aquatic Products Processing and Marketing
Association.





GFT
provided a keynote speech at the China International Food Safety Conference in
Beijing, on September 13, 2007. The audience included most of the major
influencers in global food safety, including the Food and Agricultural
Organization of the United Nations, European Food Safety Commission, U.S. FDA,
USDA, along with numerous regulatory agencies, universities, and multinational
corporations from around the world. After the meeting GFT signed a memorandum of
cooperation with the CIQ of the People’s Republic of China (CIQ is China’s FDA
equivalent).





As
previously stated, on January 30, 2009 the first iPura system became operational
in a major seafood processing facility in the PRC. Management anticipates
further contracting and operations throughout 2010 and beyond.





United States and Other
International Markets





Management
will focus our initial contracts in the seafood industry in Vietnam, Chile, and
China because of the immediate need to address the problems of food-borne
pathogens in those important international export markets.  Management
believes that by leveraging the contacts that we have made in these three
countries, we can build the resources and track record to then enter markets in
which there is greater competition (and the need for greater amounts of capital
and resources to compete effectively), such as in the United States and other
countries that we have identified.





Production





Our
commercialization team is ready to put full-scale production plans in motion.
The team consists of seasoned experts with high-level engineering and production
experience at the Jet Propulsion Laboratory, Lawrence Livermore Laboratory, and
Allied Signal. They have had success working together as a team while working on
several major projects, including NASA’s Galileo project.  This team
evaluated our last prototype, and then they designed and then supervised the
manufacture of our new equipment, including the systems and subsystems that were
part of the first iPura system installation in China. GFT’s system is now easy
to operate and maintain, and scalable for volume. Upon receipt of adequate
funding, we plan to sign contracts for the manufacturing of the iPuraTMsystems with
experienced commercial suppliers. The main system components and electronic
controls (PLC’s) will be manufactured in the United States while the supporting
system components such as pumps, chillers, etc. are industry standard and can be
procured locally in the country of installation. Following the successful
blueprint of the first iPura installation,  the integration will
continue to be handled by GFT personnel with PLC programmers from the United
States. GFT employees will operate and maintain the systems onsite and will
handle all the quality control aspects of the process.


14





Although
our current plans include installing our iPuraTMsystems with seafood
processors in Vietnam, Chile, and China, we believe these processors will import
most of the seafood processed into the United States.  Therefore, a
critical aspect of our business model is to promote our technology and the iPuraTMseal in the United
States as well.  We are in the process of educating processors,
distributors, restaurants, and other seafood providers, grocers, governments and
consumers about the risks of food-borne pathogens in seafood, and the health and
economic benefits that our technologies can produce.  To that end,
have entered into the media-buying agreement with Global Media Fund described
below.  We have also participated in trade shows in the United States,
South America, Asia, and Europe.





Processor
and Distribution Agreements





GFT has
executed contracts with four seafood processors pursuant to which GFT will
install or has installed our iPuraTM System  at the seafood processors’
facilities.  All of the current agreements are structured pursuant to
our “importer” model (model “B” as described in Part I, Item 1 “Business”), with
our wholly-owned subsidiary, iPura Food Distribution Company (IFD) responsible
for ordering and purchasing the seafood from the processors, and then importing
and distributing the seafood products to retailers or other
distributors.  IFD has also signed agreements with the same four
processors outlining the exclusive purchase terms.





Under
these agreements, GFT is generally responsible for the cost of manufacturing,
fabricating and installing the iPuraTM System  at the processors’
facilities, with the processors providing power and utility connections and
certain other operating expenses.





Under
these agreements, our iPuraTM System  would typically be installed onto
one or two processing lines at the processors’ facilities.  Our iPuraTM
System  will be operated and supervised by GFT personnel, at GFT’s
expense.  Seafood processed through our iPuraTM System  is
then packaged and labeled with our iPura seal.  IFD has the exclusive
rights to buy and distribute the seafood processed with our iPuraTM System and
the processors therefore cannot sell such seafood to any other customers or
distributors, or otherwise use our iPuraTM System for any other seafood
processing. The agreements have terms that range from one to three years from
the date of completion of the installation of our iPuraTM System at the
respective processor’s facility.  IFD has obtained most favored
nations pricing with respect to seafood purchased under all of the agreements.
None of the agreements have any minimum purchase requirements for IFD, although
one agreement has a target volume schedule, with potential increases to the per
pound seafood price if such targets are not met.


15





The
following is a summary of the processor location, the type of seafood to be
processed,  the target installation dates, and the current estimate
for installing our iPuraTM System .





COUNTRY
              
              SEAFOOD
              
              EST INSTALL DATE (1)China
              
              Tilapia
              
              Installation
      CompletedVietnam
              
              Shrimp
              
              3rd
      Quarter 2010Vietnam
              
              Pangasius/Basa
              
              Installation
      CompletedChile
              
              Salmon
      or Trout
              
              2rd
      Quarter 2010





(1)
Management’s current estimate of the date that the installation may be completed
is subject to a number of assumptions and variables and is subject to
change.  In all cases, completion of pending installations is subject
to GFT obtaining sufficient capital to finance the fabrication of the iPuraTM
System and installation costs.





GFT has
completed the China installation, and is currently operational and producing
iPura labeled tilapia to meet sales in the U.S. market.  There is a
second iPuraTM System located at the processor in China that is available for
future installation if sales levels require it.  GFT has also
completed the Vietnam installation in a major pangasius facility and management
anticipates production to begin the second quarter 2010.





We have
received limited purchase orders to date for our products and continue
negotiations with certain select U.S. grocery store retailers, including
negotiations with regional and national retailers.  We have made sales
of iPura labeled products to food distributors and directly to retailers in the
U.S. markets.  One of our customers, Safeway, Inc., is one of the
largest retailers in America.  Our agreements with such retailers are
typically on a purchase order basis, without any long-term contracts or minimum
purchase requirements.  Therefore, our ability to continue sales to
such retailers is dependent on demonstrating the benefits of seafood processed
with our iPuraTM System, and creating consumer demand for our
products.





In
addition to sales of iPura labeled food products, it is our objective to win
contracts for private label brand manufacturing to protect the private labels of
large retailers in America. Those contracts involve long sales cycles and
discussions with retailers have been underway since the fourth quarter
2009.





Media
Campaign





In
September 2005, we entered into a contract for media production and distribution
services with Global Media Fund, LLC to produce and distribute
nationally-syndicated newspaper and/or radio features covering our proprietary
products and services and their commercial launch into the food safety
industry.  These articles and radio spots, a material part of our
proposed marketing plan, will be distributed to over 10,000 newspapers and 6,000
radio stations as well as placements on web sites and in social media
networks.  Global Media Fund’s marketing efforts will be primarily
directed at consumers as a critical component of our “pull through” marketing
plan.  Late in  2008, Global Media Fund  began
marketing efforts under the contract with a consumer-based campaign promoting
“food safety” and linking the iPuraTM label to
these food safety issues. Through December 31, 2009, there have been 1,032 media
placements and 21 web placements with an equivalent advertising value of
approximately $340,000.


16





Competition





Currently,
we believe that we face few direct competitors in the field of seafood safety
technology, and that no company known to us has technologies that are directly
similar to the technologies we propose using on seafood. Current products
designed to kill pathogens and keep bacteria from reattaching to seafood
products have had limited success and include chlorine wash, ozone treatment and
irradiation.  Our potential competitors include manufacturers of
caustic chemicals, poly-films, irradiators and ozonators.





Nevertheless,
we recognize that bringing our proposed proprietary products and services to
commercial scale will require significant capital, human resources, industry and
governmental assistance, and other assets which we may not be able to obtain in
a timely fashion, if at all.  The entry of large, well-capitalized
competitors into the food safety markets, to the extent they can produce
products and services which are environmentally friendly, economical and possess
some or all of the other attributes that we believe our technology offers, could
render our proposed products and services noncompetitive or
obsolete.  Similarly, we may be unable to keep pace with technological
developments or other market factors. Technological competition in the food
processing industry by companies, universities, governmental entities and others
diversifying into the field of food safety is expected to increase and could
become intense.  These organizations could have significantly greater
research and development capabilities than we do and/or greater marketing,
manufacturing, financial and managerial resources.  In addition,
acquisitions of, or investments in, competing food safety technology companies
by large corporations could increase these competitors’ research, financial,
marketing, manufacturing and other resources. Potential competitive technologies
ultimately may prove to be safer, more effective or less costly than any
technologies that we are developing currently or may develop in the future.
Additionally, our competitive position may be materially adversely affected if
we are unable to develop or successfully commercialize our food safety
technologies before a competitor can enter the market.





Government
Regulation





Our
business will be subject to federal and state regulations in the United States,
as well as those of the foreign jurisdictions in which we may endeavor to sell
our products and services (such as Vietnam, Chile, and China).  In
addition to all of the other regulations to which a U.S. business is subject
generally (including, among other things, regulations governing employment,
occupational safety, business licensing, import-export activities and taxation),
some of our future products may be subject to review and approval by the
FDA.  Since our suppliers have already received FDA approval for the
current components of our iPuraTM Seafood Processing System that
come into contact with food, such as the liquid wash, our iPuraTM Seafood Processing System does
not require FDA approval as confirmed in writing to us by the FDA Office of
Pre-Market Approval. However, other states or foreign jurisdictions in which our
processes are used, or where a product treated with them is exported, may impose
further regulations which could be more or less stringent than those imposed by
the FDA.  We do not believe that any governmental regulations will
materially restrict the installation and use of our iPuraTM Systems in Vietnam, Chile, or
China and we do not believe that any specific regulatory bodies will require
pre-approval of our systems in those countries.


17





Intellectual
Property





We have
been issued three patents from the U.S. Patent and Trademark Office that relate
to our proprietary technologies.  The most recently issued patent
relates to certain aspects of our iPuraTM Seafood Processing System, and
the other two relate to technologies for potential use with produce (although we
have no current plans to commercialize the patents related to produce). We also
have filed an additional patent application for a continuous line process that
is pending.  These patents allow us to own and control the science
that has resulted in our proposed line of commercial food safety
solutions.  We filed for patent protection in the U.S. and in 15
foreign countries, and 25 countries in the European Union. We believe that this
will result in patent protection in every major seafood and poultry producing
and exporting countries.  The countries we have selected, along with
the United States, represent our management’s determination of the prime target
markets for the food safety technologies we are developing. The Company intends
to file a new method and apparatus patent related to a novel organic
antimicrobial agent (with constituents that are GRAS (generally regarded as
safe)) that will be delivered by a novel apparatus (delivery system) that may in
managements opinion, reduce the cost and increase efficacy.





We have
established, and successfully registered the iPuraTM trade mark to identify
products processed by the iPuraTM Seafood Processing
System. The registrations for the iPura mark have issued for all of the goods
and services in Chile, the EU, Hong Kong, Iceland, Japan, Mexico, Norway, Peru,
Taiwan, Thailand, Vietnam, and have issued in China (PRC) for the fish, meat,
poultry, fruits, and vegetables.  The IPURA trademark applications remain
pending in Brazil, Canada, India, and the U.S. for all of the goods and
services.  In the U.S., we filed the Statements of Use with the U.S.
Trademark Office on December 11, 2009.  We do not expect to hear from
the U.S. Trademark Office for a few months but we do anticipate final
approval.





GFT owns
the rights to the iPura mark for these goods, even though it may actually be the
licensees who are selling the processed foods.  The licensees' use of the
iPura brand in connection with the processed foods will inure to
the benefit of GFT.





Employees





As of
December 31, 2009, we had 19 full time employees.





ITEM
1A.  RISK FACTORS





A
description of risk factors is not required for smaller reporting
companies.  However, we note that a variety of factors could cause our
actual results and future experiences to differ materially from management’s
anticipated results or other expectations expressed in this Annual Report. The
risks and uncertainties that may affect our operations, performance, development
and results include, but are not limited to, the following:





·
            whether
      we will be able obtain additional financing to continue or expand
      operations and the terms on which we will be able to obtain this
      financing, if at all;




·
            whether
      our initial system installation will perform as expected in commercial
      applications;




18




·
            our
      ability to obtain any commercial financing to allow us to purchase seafood
      inventory for processing in our iPuraTM System, and to
      obtain such financing in amounts required and on commercially reasonable
      terms;




·
            our
      ability to negotiate contracts and purchase orders with distributors and
      retailers;




·
            risks
      related to inventory costs, shipping and handling and
      spoilage;




·
            our
      ability to obtain one or more third-party manufacturers for our system
      components and other products;




·
            the
      cost at which we will be able to have our system components and other
      products manufactured, if at all, and the time it will take to have our
      system components and other products
  manufactured;




·
            our
      ability to obtain all required components for our systems on a timely
      basis and at the prices we
anticipate;




·
            whether
      our systems and products are viewed as providing the benefits we claim and
      whether these benefits are marketable by any customers we may seek to
      obtain;




·
            our
      ability to enter into additional contracts with food processors, the time
      it takes for us to enter into any of these contracts and the licensing or
      pricing models we are able to
implement;




·
            our
      systems and products performing in the manner we expect in customer
      applications and without any material
  modifications;




·
            our
      ability to obtain all necessary governmental approvals for our systems and
      other products, including all required import-exporter licenses and
      permits;




·
            whether
      the introduction of the iPuraTM brand will succeed in
      creating preferences with the consuming
public;




·
            whether
      we will be able to apply our technology to products other than fish or use
      our technology in any other fields;




·
            the
      pace at which we will utilize our existing working capital and whether our
      existing working capital will be sufficient for us to continue to develop
      our systems and products to the extent we
  anticipate;




·
            our
      ability to protect our intellectual property and obtain and maintain
      patents and other protections for our intellectual
    property.




·
            the
      possible impact from competing products or
  technologies;




·
            possible
      reductions in consumer demand for fish and poultry, including as a result
      of  any outbreaks of disease, including avian flu, or negative
      reports regarding the health benefits of fish and
  poultry;




·
            our
      ability to hire, train and retain a consistent supply of reliable and
      effective employees, both domestically and in any countries in which we
      might be able to install one of our processing
  system;




·
            the
      risk of non-payment by, and/or insolvency or bankruptcy of, our customers
      and others with indebtedness to us;




19





·
            the
      costs of complying with applicable labor laws and requirements, including,
      without limitation, with respect to health
care;




·
            economic
      and political instability in foreign countries or restrictive actions by
      the governments of foreign countries in which we may seek to conduct our
      business or obtain customers;




·
            changes
      in tax laws or the laws and regulations governing food processing and on
      income generated outside the United
States;




·
            general
      economic, business and social conditions in the United States and in
      foreign countries where we may conduct our
  business;




·
            fluctuation
      in interest rates, insurance, shipping, energy, fuel and other business
      utilities in any countries in which we conduct
  business;




·
            the
      stability of and fluctuations in currencies in which we conduct
      business;




·
            threats
      or acts of terrorism or war; strikes, work stoppages or slow downs by
      labor organizations in any countries in which we conduct business;
      and




·
            natural
      or man-made disasters that could adversely impact the industries or
      countries in which we conduct
business.




ITEM 1B.UNRESOLVED STAFF COMMENTS





NONE.





ITEM
2. PROPERTIES





We lease
our Corporate offices in  the City of Hanford, California, for $4,623
per month.  We have approximately 3,420 square feet of office
facilities located at 113 Court, Hanford, California. The lease expires
September 30, 2010.





We also
lease warehouse facilities in Hanford, California.  We rent
approximately 15,000 square feet of warehouse space under a seven (7) year lease
at $10,650 per month, requiring escalating rent to $11,801 from an
initial $10,200 per month over the term of the lease. The lease expires in
September 2014.





ITEM
3. LEGAL PROCEEDINGS





We are
not a party to any material legal proceedings and, to our knowledge, no material
proceedings are threatened or contemplated against us.





ITEM
4.   [RESERVED]


20





PART
II.





ITEM
5.   MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES





There is
currently no public market for our securities and we cannot assure you that one
will develop.





Number
of Stockholders





As of
February 28, 2010 we had 586 stockholders of record.





Dividends





Common
Stock: We have not paid dividends on our common stock and we do not anticipate
paying dividends on our common stock at any time in the foreseeable future. To
date, we have generated only limited revenues and we currently anticipate that
we will retain any future earnings for use in developing our
business.  Any determination to pay dividends on our common stock in
the future will be at the sole discretion of our Board of Directors and will be
dependent upon our results of operations, financial condition, contractual
restrictions, restrictions imposed by applicable law and other factors deemed
relevant by our Board of Directors, if any.





Preferred
Stock: We do not have any Series A Preferred Stock or Series B Preferred Stock
outstanding.





In
December 2009, we filed a Certificate of Designation of Rights, Preferences and
Privileges with the Delaware Secretary of State to create a Series C Preferred
Stock, consisting of up to 1,500,000 shares. The Series C Preferred Stock bears
an 8% annual dividend, which accrues quarterly in arrears, and is payable prior
to, and in preference to, any dividends on our common
stock.  Dividends on any issued and outstanding shares of Series C
Preferred shall accrue, whether or not declared by the Board of Directors; provided, that, payment of
such dividends will be subject to declaration of dividends, if, as and when, by
the Board of Directors, in compliance with applicable Delaware law regarding the
payment of dividends out of surplus or net profits, and subject to the
recommendation of the Company’s President and/or Chief Financial Officer with
respect to payment of dividends after review of the Company’s working capital
reserves in light of the Company’s business strategy. At this time, the Board
does not anticipate having adequate revenues or cash flow to permit any
declaration and payment of the accrued dividends in the near
future.  Investors shall be given the option, subject to compliance
with applicable securities laws, when the cash dividend is paid, to have such
dividend reinvested/paid in shares of Common Stock (at the fair market value of
the Common Stock, based on the most recent private equity sales price or the
30-day average trailing bid price of the Company’s Common Stock, if traded on a
Company-approved public stock exchange or electronic quotation system), at the
election of each shareholder.




21


Recent
Sales of Unregistered Securities





During
the fourth quarter of 2009, we issued the securities described below which were
not registered under the Securities Act of 1933, as amended, which we refer to
as the Securities Act.  We did not employ any form of general
solicitation or advertising in connection with the offer and sale of the
securities described below.  In addition, we believe the purchasers of
the securities are “accredited investors” for the purpose of Rule 501 of the
Securities Act.  For these reasons, among others, the offer and sale
of the securities listed below were made in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act, Regulation D or
Regulation S promulgated by the Securities and Exchange Commission, which we
refer to as the SEC, under the Securities Act.





In the
fourth quarter of 2009, a total of 72,506 shares of common stock at a price of
$4.50 per share and 26,535 warrants to purchase common stock were issued in
private placements to an aggregate for total proceeds of
$483,777.  The warrants have an exercise price of $7.00 and a term of
three years.





The
Company sold 35,000 shares of Series C Preferred Stock in the fourth quarter of
2009 for cash proceeds of $157,500 at $4.50 per share, along with warrants to
purchase 70,000 shares of common stock.  The warrants have an exercise
price of $3.00 per share and a term of three years.





All of
the previously outstanding Series B Preferred Stock, 222,222 shares, which were
held by a single investor, were exchanged for Series C Preferred Stock on a
share for share basis. In connection with this exchange, the Company issued the
former Series B Preferred stockholder warrants to purchase 444,446 shares of
common stock, so that this holder now has the same total warrant coverage per
share of Series C Preferred Stock as the other Series C Preferred Stock
investors.  The warrants have an exercise price of $3.00 per share and
a term of three years.





Accrued
Directors fees are paid in shares of common stock. A total of 14,962 shares of
common stock were issued during the fourth quarter of 2009 valued at
$67,329.




Shares
were issued for services to a total of nine engineering and marketing
consultants during the fourth quarter of 2009, for a total of 34,969 shares
valued at $157,361.





Restricted
Stock awards were made under the 2006 Stock Incentive Plan to 9 employees and
consultants during the fourth quarter of 2009. The awards are fully vested but
the shares are restricted as to transfer until they are registered and an actual
trading market exists.  A total of 164,000 restricted shares were
granted during the fourth quarter of 2009. The shares were valued at $4.50 per
share for a compensation expense of $738,000.




We did
not make any repurchases of our securities during the fourth quarter of fiscal
year 2009.


ITEM
6.   SELECTED FINANCIAL DATA





Not
required for smaller reporting companies.





ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION





The
following discussion has been prepared by management and should be read in
conjunction with the financial statements and notes thereto included in Item 7
of this Annual Report on Form 10-K.


22





Company
Overview





Our iPuraTM Systemis physical
on-site processing element of TheiPuraTMFood Safety
Program, which combines various food safety elements described below. Our
latest generation iPuraTM
System is designed to process seafood, with certain customization
required for different types of seafood and the specific requirements of a given
installation site.





In 2009,
we completed the installation of our iPuraTM System at a food
processor located in China, Tongwei (Hainan) Aquatic Products Co., and began
producing our first order of inventory and selling it in the United
States.  Thus, in 2009, we began generating initial revenue and are no
longer considered a development stage company (although we will continue to
spend funds on research and development).  We completed installation
of another iPuraTM
System with a processor in Vietnam in early 2010, and expect production
to begin at this facility by the end of the second quarter of
2010.  We have also delivered a larger iPuraTM System to a processor
in Vietnam, Binh An Seafood Joint Stock Company, although this unit has not yet
been installed or begun processing seafood.  We also have a contract
for the installation of our iPuraTM System with Procint
Ltda, a seafood processor in Chile, although this system has been fabricated it
has not yet been delivered  or installed .





From the
commencement of our research and development activities in 2001, we have raised
substantial equity capital to fund the development of our iPuraTM System (formerly
referred to as the BEST Seafood Processing System). At December 31, 2009, the
Company has accumulated losses approximating $61,000,000 and negative cash flows
from operations of approximately $3,600,000 for the year ended December 31,
2009.  Research on our first generation prototype was completed in
2004, and development and refinement on the commercial system design continued
through 2005, especially adapting the system to processing salmon. Further
development has resulted in a more efficient, less labor intensive and more
easily maintained processing systems.





The
Company is executing its marketing strategy by promoting the iPuraTM brand to food
processors and industry associations as the world’s first food safety
label.In 2008, we
commenced marketing the iPuraTM brand to consumers on
a limited basis.  The iPuraTM seal isanchored with a
descriptive and lasting slogan:“The Highest Standard in Food
SafetyTM”.





·   The
science and marketing connect well with world food safety issues.


·   The
iPuraTM label is a tool
which communicates that exceptional food safety measures
have       been taken to protect consumer
health.


·   The
label will serve to identify food products that have a higher level of safety
and quality.


·   GFT
has filed trade marks for its brand and slogan in every major food producing and
food consuming nation.


·   Trade
marks are expected to be listed on the primary registry at the USPTO and
internationally, as a global trademark search by counsel found no prior marks or
obstructions.





The iPuraTMFood Safety Program is
the constitution of the iPuraTM food safety brand,
which is anticipated to include:





·
            An
      organic pathogenic and spoilage microorganism “kill step” prior to
      packaging.


23





·
            Intelligent
      packaging of product.


·
            Product
      traceability of handling and
temperature.


·
            An
      independent third party certification of
  standards.


·
            A
      unique product insurance that follows theiPuraTM labeled product
      throughout the distribution chain.


·
            A
      distribution chain and consumer “pull through” marketing program promoting
      iPuraTM as “The
      Highest Standard in Food SafetyTM.”





The iPuraTMFood Safety Program is
designed to help the food distribution chain grow their margins by increasing
the quality, safety, and economic value of their products by reducing or
eliminating the waste and liability associated with the distribution of
contaminated food, and by increasing shelf life.





We plan
to promote the iPuraTM
brand utilizing a media and educational campaign focusing on the health and
economic benefits of iPuraTMtreated products and the
increased profit margins available to the entire distribution chain. As
described in Item 1 “Business”, GFT has entered into a media-buying agreement
with Global Media Fund LLC. We believe that this strategy will allow us to gain
exposure through articles published in a large variety of newspapers, news, wire
services, as well as possible radio spots, web placements  and social
media networks.GFT’s
pull through marketing campaign will begin with “Ask your grocer for iPuraTM”. Food safety is
public health news and we anticipate that the iPuraTMfood safety brand will
be publicized as news in media across the globe.





During
the next 12 months, we will continue to market to consumers and to continue
marketing efforts to processors and industry associations to create awareness of
our iPuraTM
brand.





Processor
and Distribution Agreements





We have
executed contracts for the installation of our iPuraTM Systems with four
seafood processors, two in Vietnam, one in China and one in
Chile.  The installations have been completed at the processor in
China and with one of the processors in Vietnam.   All of the
current agreements are structured pursuant to our “importer” model, with our
wholly-owned subsidiary, iPura Food Distribution Company (IFD), responsible for
ordering and purchasing the seafood from the processors, and then importing and
distributing the seafood products to retailers or other
distributors.  IFD has also signed agreements with the same four
processors outlining the exclusive purchase terms.





Under
these agreements, GFT is generally responsible for the cost of manufacturing,
fabricating and installing the iPuraTM System at the processors’ facilities,
with the processors providing power and utility connections and certain other
operating expenses.  In one instance, our iPuraTM System would
typically be installed onto one or two processing lines at the processors’
facilities.  Our iPuraTM System will be operated and supervised by
GFT personnel, at GFT’s expense.  Seafood processed through our iPuraTM
System will then be packaged and labeled with our iPura
seal.  IFD has the exclusive rights to buy and distribute the seafood
processed with our iPuraTM System and the processors therefore cannot sell such
seafood to any other customers or distributors, or otherwise use our iPuraTM
System for any other seafood processing. The agreements have terms that range
from one to three years from the date of completion of the installation of our
iPuraTM System at the respective processor’s facility.  IFD has
obtained most favored nations pricing with respect to seafood purchased under
all of the agreements. None of the agreements have any minimum purchase
requirements for IFD, although one agreement has a target volume schedule, with
potential increases to the per pound seafood price if such targets are not
met.


24





GFT has
completed the China installation, and begun processing seafood at this facility,
although in limited quantities to date.  Sales of seafood in the U.S.
from this facility accounted for all of our sales for the year ended December
31, 2009. There is a second iPuraTM System located at this same processor in
China that is available for future installation if sales levels require it. We
have also completed installation of a larger iPuraTM System with one
processor in Vietnam.  This unit is not yet in production, although we
expect it to be by the end of the second quarter of 2010.





We have
received limited purchase orders to date for our products and continue
negotiations with certain select U.S. grocery store retailers, including
negotiations with regional and national retailers.  As discussed
herein, we will need to obtain adequate financing in order to purchase the
seafood from the processor and carry the seafood inventory costs until resold to
a sub-distributor or retailer.





Liquidity
and Capital Resources





The
independent auditors report on our financial statements for the year ended
December 31, 2009 included in this Form 10-K indicates that our need to generate
sufficient cash flow to meet our obligations and sustain operations raises
substantial doubt about our ability to continue as a going concern.





Historically,
our sole source of cash has been the sale of equity instruments to
investors.  Although we expect to generate increased revenue from
installing and operating the initial iPuraTM Systems
within the next 12 months, any funds generated from installing and operating our
iPuraTM Systems
during the next 12 months are not expected to cover our operating
expenses.





Based on
our cash balance as of December 31, 2009, we are in need of immediate additional
financing to fund our current working capital
requirements.  Furthermore, we believe that we will need approximately
$3 million to manufacture iPuraTM Systemsand cover operating expenses during the next 12 months, in addition to a
financing vehicle or a  line of credit to finance the inventory of
iPuraTM  product.  As
an alternative to a traditional commercial bank line of credit, we have
implemented a program, described below, to finance inventory.  The
amount of capital required will vary depending on a variety of factors, many of
which are beyond our control.  We cannot assure you that funds from
our future operations or funds provided by our current financing activities
will meet the requirements of our operations, and in that event, we will
continue to seek additional sources of financing to maintain
liquidity.  Any additional capital we raise may involve issuing
additional shares of common stock or other equity securities, or obtaining debt
financing. However, at this point, we have not specifically identified the type
or sources of this funding.





As of
December 31, 2009, we had trade indebtedness in the ordinary course of business
as well as other debt in the form of continuing short term loans of $640,000
from a Director and a shareholder due on demand, and a one-year note from a
third party in the amount of $126,000 due on July 21,
2010.  Currently, we do not have the ability or resources to repay
such loans if a demand is made for repayment in full.


25





We have
implemented a trade financing program for individual accredited investors as an
alternative to traditional commercial inventory financing and
factoring.  This financing program consists of issuing promissory
notes, secured by inventory, in series of maturities from one to three years
with annual interest rates from 8.2% to 9%. The funds are received and
controlled by a third party custodian to be disbursed only for third party costs
of inventory. As is typical of trade financing, the Company’s collected sales
proceeds will be allocated between trade financing debt payoff and the Company.
At December 31, 2009, the Company had $660,000 in trade financing debt on one
year notes.





In July
2009, we also implemented an equipment financing program based on the same
structure as the trade finance program using short term notes secured by the
installed iPuraTM equipment located in
Vietnam. At December 31, 2009, the Company had $152,000 in equipment financing
debt on one year notes.





We are
actively pursuing all potential financing options as we look to secure
additional funds both to stabilize and to grow our business operations. Our
management will review any financing options at their disposal, and will judge
each potential source of funds on its individual merits. Since we have not
located any commercial bank inventory financing, we are developing options for
inventory debt financing with other private parties, as described in more detail
above.  Successful inventory financing is a critical need in order for
us to begin distributing our products and generating revenue.  We
cannot assure you that we will be able to secure additional funds from debt or
equity financing, as and when we need to, or if we can, that the terms of this
financing will be favorable to us or our stockholders. We are exploring
commercial and joint venture financing opportunities and relationships with
potential processor/customers with sale and lease-back
arrangements.





We
believe that we have adequate plant capabilities and capacity and sufficient
qualified personnel to achieve our planned operations over the next 12
months.  Historically, the fabrication of major components of our
iPuraTM System
have been outsourced.  We will likely continue this practice, and may
also elect to outsource the integration and installation of the units depending
on the number of units installed and the logistics of a particular site. We will
add non-technical support personnel as required to manage the increase in
administrative activity.




26




Results
of Operations




Sales:





We began
sales in July 2009, with nominal sales of $343,179 recorded for the year ended
December 31, 2009.  Of these sales, approximately 58% were made to
Safeway, Inc., a large national chain. The remainder was to regional grocery
distributors that sell to independent grocery stores and restaurants in many
regions throughout the country. We anticipate an increase in volume from these
existing customers and additional sales to new chains and distributors as they
respond to our marketing programs. Our gross profit on these initial sales for
the year ended December 31, 2009 was $9,723 or 3%.  We anticipate that
our gross margins will continue to be very small throughout the remainder of
2010, as we continue to roll out of products with extremely competitive,
commodity-based pricing.  If we are successful in promoting our iPura
brand and its benefits, we anticipate increasing our prices and gross margins in
the future.





Expenses:





Our net
loss for the year ended December 31, 2009 was $4,679,483 compared to $9,016,236
for the previous year ended December 31, 2008, a decrease of 48%. For the year
ended December 31, 2009, total expenses decreased 48% over the year ended
December 31, 2008, from $9,016,236 to $4,689,206. The decrease is primarily
attributable to a larger decrease (57%) in non-cash charges to expense for
issuance of equity securities. Non-cash charges in 2009 were approximately
$2,630,000 while in 2008 they were approximately $3,939,000. The cash used in
operations decreased 28% from $4,318,322 to $3,555,061 for the years ended
December 31, 2008 and 2009, respectively. The Marketing classification declined
approximately 30% as a result of the media contract with Global Media Fund, LLC
being fully paid in 2008 with no additional stock issued in 2009 under that
contract. The General and Administrative expense classifications decreased
approximately 63% as a result of less non-cash equity charges in 2009. In both
Marketing and General and Administrative expense categories, the level of
activity and spending, net of non-cash equity costs,  remained
constant between the years with Marketing spending being $1.3 million for both
years and General and Administrative spending being $1.3 Million for the year
ended December 31, 2009 versus $1.4 Million for the year ended December 31,
2008.. Research and Development expense decreased 42% as spending was directed
to commercial equipment rather the extensive prototyping in 2008 and prior
years. Depreciation expense increased with the commencement of the initial iPuraTM System and
will continue to increase as additional systems are installed. Interest
expense increased 90% and is expected to increase substantially as the trade
finance and equipment finance debt facilities are expanded.





Critical
Accounting policies





Use
of Estimates





The
preparation of the financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those
estimates.  Significant estimates include the valuation of deferred
tax assets, inventory, the allowance for doubtful accounts receivable, and
equity instruments.


27





Concentrations





We place
our cash with high quality financial institutions, and at times may exceed the
Federal Deposit Insurance Corporation $250,000 insurance limit.





We
contract with a vendor in China, Tongwei (Hainan) Aquatic Products Co., and have
established limited operations in China for production of our iPura Tilapia
product.  Any disruption with this processor in China could have a
material adverse effect on our operations, since it is currently our only active
processor and inventory from this plant has generated all of our revenue to
date.





Revenue
Recognition





The
Company recognizes revenues when all of the following conditions exist:  a)
persuasive evidence of an arrangement exists in the form of an accepted purchase
order; b) delivery has occurred, based on shipping terms, or services have been
rendered; c) the Company’s price to the buyer is fixed or determinable, as
documented on the accepted purchase order; and d) collectibility is reasonably
assured.  To date, all of the purchase orders from our customers have met
these criteria and therefore, the Company recognizes revenue when product is
shipped to the customer.





Inventory





Inventory
is stated at the lower of cost (first-in, first-out) or
market.  Market is determined by comparison with recent sales or net
realizable value.





Long-lived
Assets




We review long lived
assets for events or changes in circumstances that indicate that their carrying
value may not be recoverable.An impairment loss is recognized when the
carrying amount of the long-lived asset is not recoverable and exceeds its fair
value. The carrying amount of a long-lived asset is not recoverable if it
exceeds the sum of the undiscounted cash flows expected to result from the use
and eventual disposition of the asset. Any required impairment loss is measured
as the amount by which the carrying amount of a long-lived asset exceeds its
fair value and is recorded as a reduction in the carrying value of the related
asset and a charge to operating results.




Research
and Development Costs





Research
and development costs are expensed as incurred. Purchased materials that do not
have an alternative future use and the cost to develop prototypes of production
equipment are also expensed. Costs incurred in the fabrication, testing,
installation of commercial systems are capitalized as long lived
assets.





Income
Taxes





Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled.  Under U.S. generally accepted
accounting principles (GAAP), the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes the
enactment date.  A valuation allowance
related to a deferred tax asset is recorded when it is more likely than not that
some or all of the deferred tax asset will not be
realized.


28





Loss
Per Share





U.S. GAAP
requires presentation of basic earnings per share (“Basic EPS”) and diluted
earnings per share (“Diluted EPS”).  Basic earnings (loss) per share
is computed by dividing  earnings (loss) available to
common  stockholders by the weighted average number of common shares
outstanding during the period.  Diluted earnings per share reflects
the potential  dilution,  using the
treasury  stock method,  that could occur if securities or
other contracts to issue common stock
were  exercised  or  converted  into
common stock or resulted in the issuance of common  stock that then
shared in our earnings.  In computing diluted earnings per share, the
treasury stock method assumes that outstanding options and warrants are
exercised and the proceeds are used to purchase common stock at the average
market price during the period.  Options and warrants will have a
dilutive effect under the treasury stock method only when the average market
price of the common stock during the period exceeds the exercise price of the
options and warrants.





The
8,930,684 and 6,373,451 stock purchase warrants outstanding at December 31, 2009
and 2008, respectively, were not used in the computation of loss per share as
their effect would be antidilutive. Additionally, the effect of the undeclared
cumulative dividend on the Series C preferred stock is not significant for the
year ended December 31, 2009, since such Series C shares were issued in late
December 2009.





Stock-based
compensation





U.S. GAAP
requires fair value as the measurement objective in accounting for share-based
payment arrangements and requires all entities to apply a fair-value based
measurement method in accounting for share-based payment transactions with
employees except for equity instruments held by employee share ownership
plans.





Shares,
warrants and options issued to non-employees for services are accounted for in
accordance with U.S. GAAP whereby the fair value of such option and warrant
grants is determined using the Black-Scholes Model at the earlier of the date at
which the non-employee’s performance is completed or a performance commitment is
reached.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements.





Contractual
Cash Obligations and Contingent Liabilities and Commitments





We have
contractual obligations and commitments with regards to operating lease
arrangements. The following table quantifies our expected contractual
obligations and commitments subsequent to December 31,
2009:


29





Payments due by periodLess than
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    More thanContractual Obligations
                                                                                                                    
                                                                                                                    Total
                                                                                                                    
                                                                                                                    
                                                                                                                    1 year
                                                                                                                    
                                                                                                                    
                                                                                                                    1-3 years
                                                                                                                    
                                                                                                                    
                                                                                                                    3 yearsOperating
      lease obligations
                                                                                                                    
                                                                                                                    $
                                                                                                                    739,000
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    202,000
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    419,000
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    118,000




Cautionary
Information Regarding “Forward-Looking Statements”




This
Annual Report on Form 10-K includes certain statements about us that may be
deemed to be “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995.  These forward-looking
statements relate to matters such as, among other things, product development
and acceptance, our anticipated financial performance, business prospects,
technological developments, new products, future distribution or license rights,
international expansion, possible strategic alternatives, new business concepts,
capital expenditures, consumer trends and similar matters.




Forward-looking
statements necessarily involve known and unknown risks, uncertainties and other
factors that may cause our actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievement expressed or implied by these
forward-looking statements.  In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,” “should,”
“could,” “intend,” “expect,” “anticipate,” “assume,” “hope,” “plan,” “believe,”
“seek,” “estimate,” “predict,” “approximate,” “potential,” “continue” or the
negative of these terms.  Statements including these words and
variations of these words, and other similar expressions, are forward-looking
statements.  Although we believe that the expectations reflected in
our forward-looking statements are reasonable based upon our knowledge of our
business, we cannot absolutely predict or guarantee any future results, levels
of activity, performance or achievements.  Moreover, neither we nor
any other person assumes responsibility for the accuracy and completeness of
these statements.




Forward-looking
statements made by us are based upon knowledge of our business and the
environment in which we operate.  However, because of various risk
factors, including those briefly listed in Part I, Item 1A above, actual results
may differ from those in the forward-looking statements. Consequently, these
cautionary statements qualify all of the forward-looking statements made in this
report.  We cannot assure you that the results or developments we
anticipate will be realized or, even if substantially realized, that those
results or developments will result in the expected consequences or otherwise
affect us, our business or operations in the ways expected.  You are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates, or on any subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf,
all of which are expressly qualified in their entirety by these cautionary
statements.  Except to the extent required by law, we do not undertake
any obligation to release or publish any revisions to our forward-looking
statements, including without limitation those contained in this report, to
reflect events or circumstances after the date of this report or to reflect the
occurrence of unanticipated events.


30





ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
required for smaller reporting companies.





ITEM
8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
information required by this item is submitted as a separate section of this
report immediately following the signature page.





ITEM
9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE





There
were no changes in or disagreements with accountants on accounting and financial
disclosure in our two most recent fiscal years.





ITEM
9A.  CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and
Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we
refer to as the Exchange Act) that are designed to ensure that information
required to be disclosed in our periodic reports filed under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC, and that this information is accumulated and
communicated to our management, including our principal executive and financial
officers, to allow timely decisions regarding required disclosure.





Our
management, with the participation and supervision of our Chief Executive
Officer and Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 10-K. In designing and evaluating the disclosure controls
and procedures, management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. In addition, the design of disclosure
controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their
costs.





Based on
that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not effective based
on our material weakness in the form of lack of segregation of duties, which
stems from our early stage status and limited capital resources to hire
additional financial and administrative staff.




31




Management’s
Annual Report on Internal Control Over Financial Reporting




Section
404(a) of the Sarbanes-Oxley Act of 2002 requires that management document and
test the Company's internal control over financial reporting and include in this
Annual Report on Form 10-K a report on management's assessment of the
effectiveness of our internal control over financial reporting.




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) of
the Exchange Act. Under the supervision and with the participation of our
management, including Mr. Meeks, our Chief Executive Officer, and Mr. Sparks,
our Chief Financial Officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting based upon the framework in
Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our internal
control over financial reporting was not effective based on the material
weakness indicated below:




·
            As
      is typical with emerging companies, we lack the necessary number of
      personnel to provide adequate segregation of duties within our accounting
      and financial reporting functions.




Our plan
to remediate this material weakness, subject to monetary constraints, is to hire
additional personnel and/or utilize outside consultants to provide an acceptable
level of segregation of duties. This annual report does not include an audit
report of our registered public accounting firm regarding internal control over
financial reporting. In addition, management's report on internal control over
financial reporting is not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.




Changes
in Internal Control Over Financial Reporting




There
have been no significant changes in the Company’s internal control over
financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during
the quarter ended December 31, 2009 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.




ITEM
9B   OTHER INFORMATION





Information
Not Previously Disclosed in a Report on Form 8-K





None





PART
III.





ITEM
10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





The
names, ages and positions of our directors and executive officers, as of
December 31, 2009, are set forth below.  Biographical information for
each of these persons also is presented below:


32




Name
            
            Age
            
            Position HeldKeith
      Meeks
            
            49
            
            Director,
      President and Chief Executive OfficerMarshall
      F. Sparks
            
            69
            
            Chief
      Financial Officer, Secretary and TreasurerStephen
      J. Fryer
            
            71
            
            DirectorGary
      L. Nielsen
            
            67
            
            DirectorArthur
      C. Agnos
            
            71
            
            DirectorJames
      Stockland
            
            47
            
            Director





There are
no family relationships between any of our directors and/or any executive
officers.





Keith
Meeks – Director, President and Chief Executive Officer





Mr. Keith
Meeks currently serves as our President and Chief Executive Officer, positions
he was appointed to in August 2005.   He was also a co-founder of
Tech.  Previous to this, he had served as the Vice President of
Corporate Development of Tech where his responsibilities included working with
Tech’s consultants and advisors to select beta test site partners and primary
target markets.  He has been a director and an officer of Tech since
August 2001.  From August 2000 to July 2001, he was the Director of
Business Development of Global Food Technologies, LLC, the predecessor of
Tech.   Mr. Meeks started his professional career in the
financial services industry in 1980 with New York Life, and later became a
Certified Financial Planner and Investment Advisor, receiving this designation
from the College of Financial Planners in Denver, Colorado.  In 2008,
he was awarded the Certificate in International Food Laws from Michigan State
University, the College of Agriculture & Natural Resources, and the
Institute for Food Laws & Regulations.





On
December 24, 2002, the California Corporations Commissioner issued Cease and
Refrain Orders pursuant to California Corporations Code 25532, enjoining Mr.
Meeks, among approximately 150 financial advisors, from (1) offering for sale
any investment agreements in the form of promissory notes, real estate
investment agreements and/or investment contract issued by TLC Investment &
Trade Co., TLC America, Inc., dba Brea Development Company, TLC Brokerage, Inc.,
dba TLC Marketing, TLC Development Inc. and/or TLC Real Properties RLLP-1, or
any other security not qualified or exempt under California’s securities laws;
(2) effecting any transaction involving a security without first being licensed
in California as a broker-dealer and (3) offering, selling, buying or offering
to buy any security by means of any written or oral communication which includes
an untrue statement of material fact.





Mr. Meeks
has over 21 years of involvement in the financial services industry, and during
this time, has not been sued based on the services he has provided to his
clients or for any other reason or matter.   No action has been
taken nor charges filed against him following his receipt of the Cease and
Refrain Orders from the California Corporations Commissioner.


33





Marshall F. Sparks – Chief Financial Officer and
Secretary





Mr.
Marshall F. Sparks currently serves as our Chief Financial Officer and
Secretary, positions he was appointed to in August 2005. Mr. Sparks is also the
Chief Financial Officer of Tech. He has been a consultant on corporate financial
matters and capital formation with Hampton Financial and has operated Hampton
Financial since September 1990.  Mr. Sparks is a financial executive
with extensive experience in developing technology businesses. He has founded
and capitalized numerous companies, taking them from the developmental to the
commercial stage. He has facilitated and conducted five initial public
offerings, five joint venture transactions and 15 merger and acquisition
transactions.  Mr. Sparks is a California Certified Public Accountant
and earned his undergraduate degree and MBA from the University of California,
Berkeley.





Stephen
J. Fryer – Director





Mr.
Stephen J. Fryer currently serves as one of our Directors, a position he was
appointed to in August 2005.   Mr. Fryer also serves as a
Director on Tech’s Board of Directors and has served in this position since
December 2003 and briefly served as Tech’s interim Chief Executive
Officer.  He is a managing partner of SC Capital Partners, Inc, an
investment banking and financial advisory company, from July 2005.  He
is also Chariman and CEO of Thermal Energy Development Corporation, Inc. From
January 2003 to July 2005, he was a consultant to Grant Bettingen, Inc., an
investment banking firm in Newport Beach, California.  From April 2001
to December 2002, he headed Fryer and Associates, an investment banking
firm.  From December 1998 to April 2001, he was the Chief Executive
Officer and Chairman of Pen Interconnect, a NASDAQ company involved in contract
manufacturing.  He was a Managing Director of Ventana International,
Inc., which is a venture capital and boutique investment-banking firm with over
$150 million in capital.  He is a graduate of the University of
Southern California with a degree in Mechanical Engineering and a minor in
Economics.





Gary
L. Nielsen – Director





Mr. Gary
L. Nielsen currently serves as one of our Directors.  He also serves
as a Director on Tech’s Board of Directors, a position he has held since
December 2004.  Mr. Nielsen is a Certified Public Accountant and a
member of the American Institute of Certified Public Accountants and Arizona
Society of Certified Public Accountants. Since September 2005, Mr. Nielsen has
served as the President of National Health Benefits Corp. until September
2009.  He served as the principal of Terra Capital, Inc. from
September 2003 through September 2005. From December 2000 through September
2003, Mr. Nielsen was the Chief Financial Officer of Environmental Support
Solutions, Inc. Previously, he was a manager in the Phoenix office of KPMG and
has served in an executive capacity as Senior VP of Finance or CFO for three
NYSE companies, one AMEX company and a NASDAQ company. These companies include
Granite Golf Corporation, Best Western International, Giant Industries, Inc.,
American Continental Corporation and Del Webb Corporation. Mr. Nielsen is a
graduate of the Arizona State University where he received a Bachelor of Science
in Accounting.




34




Arthur
C. Agnos – Director





Mr.
Arthur C. Agnos currently serves as one of our Directors, a position he was
appointed to in August 2005.  Mr. Agnos also serves on the Board of
Directors Linear Technologies Corporation of Milpitas California. He formerly
served as a Director of Countrywide Treasury Bank until July
2008.  From February 2001 to September 2005, Mr. Agnos served as a
consultant for E.J. De La Rosa & Co., Inc., an investment banking firm. Mr.
Agnos has extensive experience in executive roles and decision-making at the
federal, state and local government levels as Mayor of San Francisco, as an
elected member of the California State Legislature and as a senior Presidential
appointee in the U.S. Department of Housing and Urban
Development.  Mr. Agnos began his elective career in the California
legislature, where he served as Chair of the Joint Legislative Audit Committee.
He has served as the Chair of the Assembly Ways and Means Health and Welfare
Subcommittee of the California legislature. From June 1993 to January 2001, he
was the Regional Director of the U.S. Department of Housing and Urban
Development in the Pacific-Hawaii region.  Mr. Agnos received a
Bachelor of Arts from Bates College and a Master in Social Work from Florida
State University.





James
Stockland – Director





Mr.
Stockland was elected to the Board of Directors in December 2007,  Mr.
Stockland is the Founder and CEO of A&D Sales and Marketing, Inc. in
Fayetteville, Arkansas. A&D Sales procures and distributes meat and
poultry products to the retail, foodservice and industrial markets in the U.S.,
Puerto Rico, Mexico, and other international markets.  A&D Sales is a
successful meat and poultry trading company in the United States and has an
impeccable reputation within the industry built on trust and integrity since
1991. In 1994, Mr. Stockland co-founded Ozark Consulting and Marketing,
Inc.  Ozark Consulting and Marketing represents some of the largest vendors
in the seafood and poultry industries to Wal-Mart stores and Sam’s Wholesale
Clubs.  OCM is responsible for ordering, inventory and replenishment, and
many other changing duties.





Mr.
Stockland attended the University of Central Arkansas in Conway, Arkansas and
earned a bachelors degree in History and Physical Education.  He earned a
Masters of Education degree from the University of Arkansas in
Fayetteville.





Outside
of work, Mr. Stockland is the President of the Donald W. Reynolds Boys and Girls
Club.  The club is a $10,000,000 facility which encompasses approximately
85,000 square feet and services over 6,000 members annually.  Most of his
board time has been spent creating and implementing a new strategic plan to keep
up with the needs of the club, including fundraising for the operational needs
as well as future growth and facility expansion.





Term
of Office





Our
directors are elected to hold office until the next annual general meeting of
our stockholders or until removed from office in accordance with our bylaws. Our
officers are appointed by our Board of Directors and hold office until removed
by our Board of Directors.





Meetings
of the Board of Directors and Information Regarding Committees





During
our fiscal year ended December 31, 2009, our Board of Directors held five
meetings.


35





Our Board
of Directors has established three committees: an Audit Committee, a
Compensation Committee and a Nominating/Governance Committee. As of January 31,
2010, these committees were comprised as follows:





Audit
      Committee:
            Gary
      L. Nielsen (Committee Chairman),(Audit
      Committee Financial Expert)Stephen
      J. FryerArthur
      C. AgnosJames
      StocklandCompensation
      Committee:
            Arthur
      C. Agnos (Committee Chairman)Gary
      L. NielsenJames
      StocklandNominating
      & Governance Committee
            Stephen
      J Fryer (Committee Chairman)Gary
      L NielsenArthur
      C AgnosJames
      Stockland





As of
December 31, 2009, Stephen J. Fryer, Arthur C. Agnos and James Stockland are
independent directors.  The Board of Directors has determined that Mr.
Nielsen is an “audit committee financial expert” as defined under SEC
rules.





Section
16(a) Beneficial Ownership reporting Compliance





Section
16(a) of the Exchange Act and the rules thereunder require our executive
officers, directors and greater than 10% stockholders to file reports of
beneficial ownership of our common stock on Form 3 and changes in
beneficial ownership on Forms 4 and 5 with the SEC.





We
believe that during the fiscal year ended December 31, 2009, our executive
officers, directors or beneficial owners of more than 10% of our common stock
complied with the Section 16(a) filing requirements, with the following
exceptions:  On July 20, 2009, Mr. Stockland filed a late Form 3 and
two late Form 4s, reporting, respectively, no shares owned as of the date he
became a director, and two subsequent issuances of shares by the Company for
services as a director; on January 30, 2009, Mr. Sparks filed a Form 4 that
contained a late filing for warrants previously issued to him by the Company for
services rendered and also contained timely reporting of shares granted to him
by the Company for services rendered as an officer.





Code
of Ethics





We have
adopted a Code of Ethics that applies to our directors, officers and employees,
including our principal executive, financial and accounting
officers.  A copy of the Code of Ethics is available on our website at
www.globalfoodtech.com.  We intend to disclose on our website
amendments to, or waivers from, any provision of our Code of Ethics which
applies to our Chief Executive Officer, Chief Financial Officer, principal
accounting officer and persons performing similar functions and amendments to,
or waivers from, any provision which relates to any element of our Code of
Ethics.




36





ITEM
11.  EXECUTIVE COMPENSATION





Executive
Compensation





We have
not adopted any retirement, pension, profit sharing or insurance programs or
other similar programs for the benefit of our employees other than the 2006
Stock Incentive Plan for Officers, Directors, employees and
consultants.





The
following table sets forth compensation information for services rendered by our
Chief Executive Officer in fiscal 2009 and our named executive
officers.





SUMMARY COMPENSATION TABLEName and Principal
                              Position
                            
                            Year
                            
                            Salary
                              ($)(1)
                            
                            
                            Option
                              Awards
                              ($) (2)
                            
                            
                            All
                              Other
                              Compensation
                              ($) (3)
                            
                            
                            Total
                              ($)Keith
      Meeks
                            
                            2009
                            
                            
                            134,480
                            
                            
                            
                            —
                            
                            
                            
                            11,342
                            
                            
                            
                            145,822President
      and
                            
                            2008
                            
                            
                            150,555
                            
                            
                            
                            —
                            
                            
                            
                            11,096
                            
                            
                            
                            161,651Chief
      ExecutiveMarshall
      F Sparks
                            
                            2009
                            
                            
                            85,000
                            
                            
                            
                            —
                            
                            
                            
                            —
                            
                            
                            
                            85,000Chief
      Financial
                            
                            2008
                            
                            
                            111,000
                            
                            
                            
                            514,200
                            
                            
                            
                            —
                            
                            
                            
                            625,200Officer





(1)
            Salary
      consists of compensation earned and either paid in cash or deferred until
      Company cash flow improves. The deferral amounts for 2009 were: Mr. Meeks
      - $13,000, Mr. Sparks - $35,000.


(2)
            Option
      awards for Mr. Sparks included the grant of 50,000 shares of common stock
      awarded in 2008 but issued in 2009, valued at $4.50 per shares or a total
      of $225,000 and fully vested Warrants to purchase common stock at an
      exercise price of $7.00 per share, valued at $289,200. The warrants were
      granted in December 2008 and have a term of 5 years. The warrant component
      of the amount shown is the imputed value of the warrant, calculated using
      the Black-Scholes method, required to be recognized in the financial
      statements.


(3)
            Other
      Annual Compensation represents payments made on a leased
      vehicle.


37





Stock
Option Grants





We
adopted our 2006 Stock Incentive Plan in November 2006. Directors, officers,
employees and consultants are eligible to receive awards under the
plan.  No awards have been made to officers and Directors under the
2006 Stock Incentive Plan. Other awards to the named executive officers are set
forth below.





Outstanding Equity Awards at Fiscal Year-EndName
                
                Number of
                  Securities
                  Underlying
                  Unexercised
                  Options (#)
                  Exercisable
                
                
                Number of
                  Securities
                  Underlying
                  Unexercised
                  Options (#)
                  Unexercisable
                  (1)
                
                
                Equity
                  Incentive
                  Plan Awards:
                  Number of
                  Securities
                  Underlying
                  Unexercised
                  Unearned
                  Options
                
                
                Option
                  Exercise
                  Price ($)
                
                
                Option
                  Expiration
                  DateKeith
      Meeks
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —Marshall
      F. Sparks
                
                
                —
                
                
                
                200,000
                
                
                
                —
                
                
                $
                5.00
                
                
                Nov.
      2011200,000
                
                
                
                
                
                
                $
                7.00
                
                
                Dec.
      2013





(1) The
equity awards were in the form of warrants, which were not issued under our 2006
Stock Incentive Plan. The warrants are fully vested but are not exercisable
until the shares are registered or our common stock is listed on a stock
exchange or other market selected by the Company.





Employment
Agreements





Neither
we nor Tech have any employment agreements or severance agreements with any of
our respective executive officers and directors.





Director
Compensation





Our
independent directors are entitled to receive the following
compensation:


·
            $24,000
      annual retainer fee


·
            $1,000
      per Board meeting attended


·
            $4,000
      per year per committee chairmanship





Director’s
fees are accrued monthly and the accrual is paid in shares of common stock
annually, the timing being at the request of the individual Director, with
Directors permitted to defer all or a portion of such
compensation.  After the first year of service, independent directors
are entitled to stock option or warrant grants in an amount to be determined by
the Board of Directors.





We pay
our Chairman of the Board an annual amount of $93,600 (which can be paid in
stock or cash, or both, at the election of the Chairman).  As of
December 31, 2009, our independent directors were Stephen J. Fryer, Arthur C.
Agnos and James Stockland.  All directors are entitled to be
reimbursed for reasonable expenses actually incurred by them in connection with
their duties as directors.


38





Director compensation





Name
                    
                    Fees Earned or
                      Paid
                      in Cash ($)
                    
                    
                    Stock Awards
                      ($)(4)
                    
                    
                    Option Awards
                      ($)
                    
                    
                    Total
                      ($)Keith
      Meeks (1)
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    —Stephen
      J Fryer
                    
                    
                    —
                    
                    
                    
                    28,996
                    
                    
                    
                    —
                    
                    
                    
                    28,996Gary
      L Nielsen
                    
                    
                    62,400
                    (2)
                    
                    
                    39,327
                    (5)
                    
                    
                    —
                    
                    
                    
                    101,727Arthur
      C Agnos
                    
                    
                    —
                    
                    
                    
                    28,996
                    
                    
                    
                    —
                    
                    
                    
                    28,996James
      Stockland
                    
                    
                    25,000
                    (3)
                    
                    
                    28,000
                    
                    
                    
                    —
                    
                    
                    
                    53,000Total
                    
                    
                    87,400
                    
                    
                    
                    125,319
                    
                    
                    
                    —
                    
                    
                    
                    212,719





(1) Mr.
Meeks did not receive any compensation for serving as a
director.  Compensation for services as an officer is disclosed above
in the “Summary Compensation Table” disclosing named executive officer
compensation.




(2) Mr.
Nielsen was elected Chairman of the Board during the year 2009.  Of
this amount, $42,900 was deferred and accrued, and $19,500 was paid in cash in
2009.




(3) The
entirety of this amount was deferred and accrued in 2009.




(4) The
dollar amounts in this column represent the portion of directors’ fees actually
paid (in the form of common stock grants) during 2009, not deferred, plus any
grants of common stock for directors’ fees that were accrued in prior years but
paid in 2009.  A total of 32,850 shares were issued during the year
for Board services and were valued at $147,872. The shares of stock are fully
vested and not subject to any forfeiture or repurchase
restrictions.




(5)
$9,332 of this amount represents fees earned for services as a Director in 2009,
prior to being elected Chairman of the Board, which were paid through the
issuance of common stock.  The remainder represents fees accrued and
deferred in prior years, and paid through common stock issuances in
2009.




ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS





Equity
Compensation Plans





In 2006,
we adopted a stock incentive plan to incentivize officers, Directors, employees
and consultants with awards of securities including stock options, stock
appreciation rights and restricted stock grants. There are a maximum of
3,000,000 shares of Common Stock subject to award under the plan and the awards
must be made at fair market value at the date of the award.  We have
awarded grants of 1,345,000 shares of restricted stock to 33 individuals. No
awards were made to officers or Directors under the plan.


39





Equity
Compensation Plan Information





Plan category
                
                Number of securities
                  to be issued upon
                  exercise of
                  outstanding options,
                  warrants and rights
                
                Weighted average
                  exercise price of
                  outstanding options,
                  warrants and rights
                
                Number of securities
                  remaining available for
                  future issuance under
                  equity compensation plans
                  (excluding securities
                  reflected in column (a))Plans
      approved by security holders
                
                
                1,345,000
                (1)
                Not
      Applicable
                
                
                1,655,000
                (2)Plans
      not approved by security holders
                
                None
                
                Not
      Applicable
                
                None


(1)
Represents restricted common stock issued.


(2)
Represents the unissued balance of the 2006 Stock Incentive Plan.





Beneficial
Ownership Table





The
following table sets forth information concerning the number of shares of our
common stock as of December 31, 2009, that are owned beneficially by: (i) each
person (including any group) known to us to beneficially own more than 5% of our
common stock, (ii) each of our directors and named executive officers, and (iii)
all of our officers and directors as a group. Unless otherwise indicated, the
stockholders listed below possess sole voting and investment power with respect
to the shares indicated, subject to community property laws where
applicable.





Name and Address of Beneficial
                  Owner (1)
                
                Number of
                  Shares of Our
                  Common Stock
                
                
                Percentage of Shares of
                  Our Common Stock (2)Keith
      Meeks (3) (8)
                
                
                678,130
                
                
                
                2.3
                %Marshall
      F. Sparks (4) (8) (9)
                
                
                183,334
                
                
                
                0.6
                %Stephen
      J. Fryer (5) (8)
                
                
                322,555
                
                
                
                1.1
                %Gary
      L. Nielsen (6) (8) (10)
                
                
                238,665
                
                
                
                0.8
                %Arthur
      C. Agnos (7) (8)
                
                
                74,221
                
                
                
                0.2
                %James
      Stockland (8)
                
                
                36,222
                
                
                
                0.1
                %All
      directors and officers as a group  (6 individuals)
      (10)
                
                
                1,533,127
                
                
                
                5.1
                %Mark
      Terry
                  1060
      Cactus, Pocatello, ID 83204
                
                
                1,693,178
                
                
                
                5.7
                %Global
      Food Tech, Inc. (“TECH”)
                
                
                22,945,229
                
                
                
                77.1
                %


.


40





(1)
            The
      address of the stockholders identified in this table is c/o Global Food
      Technologies, Inc., 113 Court Street, Hanford, CA 93203, unless otherwise
      indicated.


(2)
            The
      percentage ownership is based on 29,752,513 shares of GFT common stock
      outstanding as of December 31,
2009.


(3)
            Includes
      indirect beneficial ownership of 796,933 shares of GFT through ownership
      of shares of TECH


(4)
            Includes
      indirect beneficial ownership of 133,334 shares of GFT through ownership
      of shares of TECH.


(5)
            Includes
      indirect beneficial ownership of 291,112 shares of GFT through ownership
      of shares of TECH.


(6)
            Includes
      indirect beneficial ownership of 103,334 shares of GFT through ownership
      of shares of TECH.


(7)
            Includes
      indirect beneficial ownership of 24,334 shares of GFT through ownership of
      shares of TECH.


(8)
            Mssrs.
      Meeks, Agnos, Fryer, Nielsen and Stockland are the directors of
      TECH.   Mr. Fryer is also the President of TECH and Mr.
      Sparks is the Chief Financial Officer and Secretary of
      TECH.  Messrs. Meeks, Agnos, Fryer, Nielsen, Stockland and
      Sparks share voting and dispositive powers with respect to the GFT shares
      held by TECH.  Each of Messrs. Meeks, Agnos, Fryer, Nielsen,
      Stockland and Sparks expressly disclaims beneficial ownership of these
      shares solely by virtue of their positions as officers and directors of
      TECH.  As noted above, certain of these individuals own shares
      of TECH, which are included on a proportional basis in calculating their
      indirect beneficial ownership of
GFT.


(9)
            Does
      not include warrants held by Mr. Sparks to purchase 100,000 shares of
      common stock, since such warrants are not exercisable currently or within
      60 days of the date of this chart.


(10)
              Includes
      warrants to purchase 29,000 shares of common stock held by Mr. Nielsen
      that are currently
exercisable.





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Certain
Relationships





As of
December 31, 2009, all of our directors, Messrs. Meeks, Agnos, Fryer, Nielsen
and Stockland, serve as the members of Tech’s Board of Directors.  Mr.
Fryer also serves as Tech’s President, and Marshall F. Sparks, our Chief
Financial Officer, Secretary and Treasurer, also has been appointed as the Chief
Financial Officer, Secretary and Treasurer of Tech.  This commonality
of our respective Boards of Directors and executive managements could create, or
appear to create, potential conflicts of interest when these directors and
managements are faced with decisions that could have different implications for
Tech and us, including the ability of the Tech directors to vote the shares of
GFT held by Tech on all matters, including the election of directors of
GFT.





Related
Party Transactions





With
respect to each of the transactions described below, we believe that the terms
of such transactions were no less favorable to us than could have been obtained
from unaffiliated third parties.


41





On April
3, 2006, we arranged a 30 day bridge loan in the amount of $350,000 from a
non-principal shareholder. The loan bears interest at eight percent (8%) per
annum and is secured by all assets, including any intellectual assets, of the
Company. Additional consideration included the issuance of warrants to purchase
35,000 shares of our common stock. The warrants are exercisable at $4.50 per
share for two (2) years from the date of repayment. The Company determined the
fair value of the warrants to be $49,245 based upon the Black-Scholes option
pricing model with the following assumptions: expected volatility of 50%, a
risk-free interest rate of 4.8%, an expected term of 2 years, and 0% dividend
yield. In July 2006, $100,000 of principal was repaid. The remaining balance of
$250,000 is due on demand. The loan is guaranteed by the President of the
Company.





We
currently have three loans outstanding from Gary Nielsen, a Director of the
Company.  In April and May of 2006, we arranged for two loans
aggregating $290,000 from Mr. Nielsen, which are demand loans and bear interest
of 8%. In August 2006, we arranged for another loan, a six month bridge loan,
for $100,000 from Mr. Nielsen bearing interest at 8%. The loan was renewed each
subsequent maturity for an additional six months and now matures in May 2010.
All such loans are unsecured.  Previously, we obtained additional
loans from Mr. Nielsen, all of which have been repaid in full.  In
connection with these various loan transactions, as additional consideration (i)
we issued warrants in August 2006 to Mr. Nielsen to purchase 29,000 shares of
common stock at an exercise price of $4.50, with a two-year term from the date
the April and May 2006 loans are paid in full, and (ii) we issued 78,000 shares
of common stock in January 2008.  We calculated the fair value of the
warrants and shares of $40,803 and $351,000, respectively.





In March
2009, an additional $100,000 loan was borrowed from Mr. Nielsen on a note for 30
days bearing interest of 12%, and was repaid in 46 days. An additional loan for
$100,000 was borrowed from Mr. Nielsen in November 2009 for the same 30 day term
and 12% interest rate. The loan remains unpaid at the date of these financial
statements and was amended to become a demand note.





Director
Independence





As of
January 31, 2009, our independent directors were Stephen J. Fryer, Arthur C.
Agnos and James Stockland.  These independent directors also serve on
our audit committee, compensation committee and nominating and governance
committee.  Mr. Nielsen also serves on such
committees.  Since our common stock is not listed on any national
securities exchange or other market, we are not subject to the independent
director and audit committee membership rules of such
exchanges.  However, for purposes of determining director
independence, we use the standards set forth by the American Stock
Exchange.  Mr. Fryer served as interim CEO from December 2003 through
February 2005.  In accordance with the American Stock Exchange rules,
a director is considered independent if such service as an interim executive
officer was for a period of less than one year.  We also considered
the related party transactions set forth in Item 12 of this report to the extent
such transactions involved any of our independent directors, and believe that
such transactions do not prevent the directors listed herein as independent from
being considered independent.





ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





The Board
of Directors appointed Squar, Milner, Peterson, Miranda & Williamson, LLP
(“Squar Milner”), independent registered public accounting firm, to audit our
financial statements for the years ended December 31, 2009 and December 31,
2008.


42





The
following table shows the fees billed for audit and other services provided by
Squar Milner, for the years ended December 31, 2009 and 2008:





2009
                      
                      
                      2008Audit
      Fees (1)
                      
                      $
                      79,000
                      
                      
                      $
                      74,864Audit-Related
      Fees
                      
                      
                      0
                      
                      
                      
                      0Tax
      Fees
                      
                      
                      0
                      
                      
                      
                      0All
      Other Fees (2)
                      
                      
                      0
                      
                      
                      
                      0Total
                      
                      $
                      79,000
                      
                      
                      $
                      74,864





(1)  Audit
fees represent fees for professional services provided in connection with the
audit of our annual financial statements and review of our quarterly financial
statements.





Pre-Approval
of Non-Audit Services







The SEC
adopted rules that require that before the independent auditor is engaged by us
to render any auditing or permitted non-audit related service, the engagement
must be:




-
approved by our Audit Committee; or




- entered
into pursuant to pre-approval policies and procedures established by our Audit
Committee, provided the policies and procedures are detailed as to the
particular service, the Audit Committee is informed of each service, and the
policies and procedures do not include delegation of the Audit Committee’s
responsibilities to management.




Our Audit
Committee requires advance approval of all audit, audit-related, tax and other
services performed by our independent auditor. Unless the specific service has
been previously pre-approved with respect to that year, the Audit Committee must
approve the permitted service before our independent auditor is engaged to
perform it.  All services performed by our independent auditors in
2009 and 2008 were approved in accordance with the Audit Committee’s
pre-approval policies.




43





ITEM
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES


Exhibit
                No.
              
              Description3.1(1)
              
              Restated
      Certificate of Incorporation dated October 18, 2005.3.2(1)
              
              Second
      Amended and Restated Bylaws as of August 31, 2005.3.3(8)
              
              Certificate
      of Designation of Rights, Preferences and Privileges – Series B Preferred
      Stock3.4(9)
              
              Certificate
      of Designation of Rights, Preferences and Privileges – Series C Preferred
      Stock10.1(3)
              
              Asset
      Acquisition Agreement dated as of August 19, 2005 between Global Food
      Tech, Inc. (formerly known as Global Food Technologies, Inc.), Solvis
      Group, Inc. and Global Food Technologies, Inc. (formerly known as
      Boulevard Acquisition Corporation).10.2(4)
              
              Services
      Agreement dated September 30, 2005 between Global Food Technologies, Inc.
      and Global Media Fund, LLC.10.3(1)
              
              Stock
      Purchase Agreement dated August 11, 2005 between Global Food Technologies,
      Inc. (formerly known as Boulevard Acquisition Corporation), Pierce Mill
      Associates, Inc. and Solvis Group, Inc.10.4(1)
              
              Side
      Letter Agreement dated August 11, 2005 between Global Food Tech, Inc.
      (formerly known as Global Food Technologies, Inc.), Solvis Group, Inc.,
      Pierce Mill Associates, Inc. and August Law Group, P.C.10.5(1)
              
              Amendment
      No. 1 to Asset Acquisition Agreement dated November 21, 2005 between
      Global Food Tech, Inc., Solvis Group, Inc. and Global Food Technologies,
      Inc.10.6(2)
              
              Lease
      Agreement dated April 6, 2001 between Parrish Realty, Inc. and Global Food
      Technology, Inc.10.7(2)
              
              Lease
      Agreement Addendum dated April 22, 2002 between Parrish Realty, Inc. and
      Global Food Technologies, Inc.10.8(5)
              
              2006
      Stock Incentive Plan10.9(7)
              
              Lease
      Agreement dated November 1, 2007 between STG Realty Ventures Inc and
      Global Food Technologies10.10(6)
              
              Lease
      Agreement dated September 30, 2008 by and between Global Food
      Technologies, Inc. and City of Hanford10.11(7)
              
              iPura
      Food Safety Installation & Services Agreement dated as of November 11,
      2008 by and between GFT and Tongwei (Hainan) Aquatic Products Co.,
      Ltd.




44





10.12(7)
                
                iPura
      Sales Agreement dated as of November 11, 2008 by and between IFD and
      Tongwei (Hainan) Aquatic Products Co., Ltd.10.13(7)
                
                iPura
      System Installation Agreement dated as of September 5, 2008 by and between
      GFT and Procint Ltda.10.14(7)
                
                iPura
      Processing Agreement dated as of September 5, 2008 by and between IFD and
      Procint Ltda.10.15(7)
                
                iPura
      Food Safety and Quality Assurance Services Agreement dated as of September
      9, 2008 by and between GFT and FIMEX VN Sao Ta Foods Joint-Stock
      Company10.16(7)
                
                iPura
      Supplier Agreement dated as of September 9, 2008 by and between IFD and
      FIMEX VN Sao Ta Foods Joint-Stock Company10.17(7)
                
                iPura
      Food Safety and Quality Assurance Services Agreement dated as of November
      20, 2008 by and between GFT and Binh An Seafood Joint Stock
      Company10.18(7)
                
                iPura
      Supplier Agreement dated as of November 20, 2008 by and between IFD and
      Binh An Seafood Joint Stock Company24.1
                
                Power
      of attorney (included in signature page).31.1*
                
                Certification
      of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and
      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2*
                
                Certification
      of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and
      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200232.1‡
                
                Certifications
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002


+
            Management
      contract or compensatory plan or
arrangement


*
            Filed
      herewith


‡
            Furnished
      herewith





(1)
            Filed
      on November 23, 2005 as an exhibit to our Quarterly Report on Form 10-QSB
      for the quarterly period ended September 30, 2005 and incorporated herein
      by reference.





(2)
            Filed
      on July 6, 2006, as an exhibit to our Annual Report on Form
      10-KSB.





(3)
            Filed
      on August 19, 2005 as an exhibit to our Current Report on Form 8-K and
      incorporated herein by reference.





(4)
            Filed
      on October 6, 2005 as an exhibit to our Current Report on Form 8-K and
      incorporated herein by
reference.


45





(5)
            Filed
      on August 2, 2007, as an exhibit to our Annual Report on Form
      10-KSB.





(6)
            Filed
      on October 31, 2008, as an exhibit to Quarterly Report on Form 10-Q for
      the quarterly period ended September 30, 2008 and incorporated herein by
      reference.


(7)
            Filed
      on February 27, 2009, as an exhibit to Annual Report on Form 10-K for the
      annual period ended December 31, 2008 and incorporated herein by
      reference.


(8)
            Filed
      on July 15, 2009, as an exhibit to our Report on Form 8-K and incorporated
      herein by reference.


(9)
            Filed
      on December 11, 2009, as an exhibit to our Report on Form 8-K and
      incorporated herein by reference.




46


SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Dated:
      March 31,2010GLOBAL
      FOOD TECHNOLOGIES, INC.,a
      Delaware corporationBy:
            /s/ Keith MeeksName:  Keith
      MeeksTitle:
      President and Chief Executive
Officer





KNOWN BY
ALL PERSONS THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Keith Meeks and Marshall F. Sparks, or any one of them,
their attorneys-in-fact and agents with full power of substitution and
re-substitution, for him and his name, place and stead, in any and all
capacities, to sign any or all amendments to this Annual Report on Form 10-K and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.





In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.





Name:
            
            Title
            
            Date/s/ Keith Meeks
            
            President
      and Chief Executive Officer (Principal
            
            March
      31,2010Keith
      Meeks
            
            Executive
      Officer), Director/s/ Gary L. Nielsen
            
            Chairman
      of the Board, Director
            
            March
      31,2010Gary
      L. Nielsen/s/ Marshall F.
Sparks
            
            Chief
      Financial Officer, Secretary and Treasurer
            
            March
      31,2010Marshall
      F. Sparks
            
            (Principal
      Financial and Accounting Officer)/s/ Stephen J. Fryer
            
            Director
            
            March
      31,2010Stephen
      J. Fryer/s/ Arthur C. Agnos
            
            Director
            
            March
      31,2010Arthur
      C. Agnos/s/ James Stockland
            
            Director
            
            March
      31,2010James
      Stockland




47




GLOBAL
FOOD TECHNOLOGIES, INC





CONSOLIDATED
FINANCIAL STATEMENTS





DECEMBER
31, 2009 AND 2008





PAGE
      2
                  
                  REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
      3
                  
                  CONSOLIDATED
      BALANCE SHEETS AS OF DECEMBER 31, 2009 AND 2008PAGE
      4
                  
                  CONSOLIDATED
      STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2009 AND
      2008.PAGE
      5
                  
                  CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2009
      AND 2008PAGE
      6
                  
                  CONSOLIDATED
      STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2009 AND
      2008.PAGES
      7-18
                  
                  NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2009 AND
      2008




PAGE
1





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


Global
Food Technologies, Inc.


Hanford,
California




We have
audited the accompanying consolidated balance sheets of Global Foods
Technologies, Inc. (the “Company”) as of December 31, 2009 and 2008, and the
related consolidated statements of operations, stockholders’ deficit and cash
flows for the years then ended. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement.  The
Company was not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.




In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Global Food Technologies,
Inc. as of December 31, 2009 and 2008 and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.




The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company recently began planned principal
operations, has an accumulated deficit of approximately $61,000,000 at December
31, 2009, has negative cash flow from operations of approximately $3,600,000 for
the year ended December 31, 2009, and has negative working capital at December
31, 2009. The Company’s ability to continue operations is predicated on its
ability to raise additional capital and, ultimately, to achieve
profitability.  These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.




/s/
Squar, Milner, Peterson, Miranda & Williamson, LLP





Newport
Beach, California





March 31,
2010


PAGE
2





GLOBAL
FOOD TECHNOLOGIES, INC.


CONSOLIDATED BALANCE
SHEETS





December
      31,2009
                            
                            
                            2008ASSETSCURRENT
      ASSETSCash
                            
                            $
                            22,135
                            
                            
                            $
                            278,443Accounts
      receivable
                            
                            
                            190,098
                            
                            
                            
                            -Inventory
                            
                            
                            662,609
                            
                            
                            
                            -Prepaid
      expenses
                            
                            
                            36,224
                            
                            
                            
                            30,977Total
      Current Assets
                            
                            
                            911,066
                            
                            
                            
                            309,420PROPERTY
      AND EQUIPMENTiPura
      systems equipment
                            
                            
                            1,045,680
                            
                            
                            
                            691,664Furniture
      and fixtures
                            
                            
                            73,776
                            
                            
                            
                            73,776Less
      accumulated depreciation
                            
                            
                            (126,284
                            )
                            
                            
                            (45,900
                            )993,172
                            
                            
                            
                            719,540OTHER
      ASSETS
                            
                            
                            26,089
                            
                            
                            
                            24,889TOTAL
      ASSETS
                            
                            $
                            1,930,327
                            
                            
                            $
                            1,053,849LIABILITIES AND STOCKHOLDERS’
      DEFICITCURRENT
      LIABILITIESAccounts
      payable
                            
                            $
                            628,039
                            
                            
                            $
                            39,608Accrued
      liabilities
                            
                            
                            514,388
                            
                            
                            
                            1,134,232Notes
      payable – related parties
                            
                            
                            640,000
                            
                            
                            
                            540,000Notes
      payable – others
                            
                            
                            126,000
                            
                            
                            
                            -Trade
      finance and equipment notes payable
                            
                            
                            812,000
                            
                            
                            
                            -Total
      Current Liabilities
                            
                            
                            2,720,427
                            
                            
                            
                            1,713,840COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      DEFICITConvertible
      Preferred Stock, $.0001 par value, 20,000,000 shares authorized, 257,223
      shares issued and outstanding, liquidation preference of $4.50 per
      share
                            
                            
                            26
                            
                            
                            
                            -Common
      Stock, $.0001 par value, 100,000,000 sharesAuthorized,
      29,752,513 and 29,001,739 shares issued  and outstanding,
      respectively
                            
                            
                            2,976
                            
                            
                            
                            2,899Additional
      paid-in capital
                            
                            
                            59,823,171
                            
                            
                            
                            53,495,490Accumulated
      deficit
                            
                            
                            (60,616,273
                            )
                            
                            
                            (54,158,380
                            )Total
      stockholders’deficit
                            
                            
                            (790,100
                            )
                            
                            
                            (659,991
                            )TOTAL LIABILITIES AND STOCKHOLDERS’
      DEFICIT
                            
                            $
                            1,930,327
                            
                            
                            $
                            1,053,849


See
      accompanying notes to consolidated financial
  statements




PAGE
3





GLOBAL
FOOD TECHNOLOGIES, INC.
 CONSOLIDATED
STATEMENTS OF OPERATIONS





For The
                      Year Ended
                      December 31,
                      2009
                    
                    
                    For
      The
                      Year
      Ended
                      December
      31,
                      2008Sales
                    
                    $
                    343,179
                    
                    
                    $
                    -Cost
      of sales
                    
                    
                    333,456
                    
                    
                    
                    -Gross
      profit
                    
                    
                    9,723
                    
                    
                    
                    -ExpensesMarketing
      expense
                    
                    
                    1,581,133
                    
                    
                    
                    2,268,697General
      and administrative expense
                    
                    
                    1,675,631
                    
                    
                    
                    4,523,879Research
      and  development costs
                    
                    
                    1,258,516
                    
                    
                    
                    2,159,689Depreciation
                    
                    
                    80,384
                    
                    
                    
                    14,756Interest
      expense
                    
                    
                    93,542
                    
                    
                    
                    49,215Total
      Expenses
                    
                    
                    4,689,206
                    
                    
                    
                    9,016,236NET
      LOSS
                    
                    $
                    (4,679,483
                    )
                    
                    $
                    (9,016,236
                    )Loss
      per common share, basic and  diluted
                    
                    $
                    (0.16
                    )
                    
                    $
                    (0.31
                    )Weighted
      average common shares outstanding, basic and diluted
                    
                    
                    29,355,259
                    
                    
                    
                    28,801,088





See
accompanying notes to consolidated financial statements


PAGE
4


GLOBAL
FOOD TECHNOLOGIES, INC.


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ DEFICIT





Preferred
      Stock
                    Shares
                    Amount
                  
                  
                  Common
      Stock
                    Shares Amount
                  
                  
                  Additional
                    Paid-in
                    Capital
                  
                  
                  Accumulated
                    Deficit
                  
                  
                  Total
                    Stockholders’
                    DeficitBalance
      December 31, 2007
                  
                  
                  
                  
                  
                  
                  
                  
                  27,307,881
                  
                  
                  $
                  2,731
                  
                  
                  $
                  44,819,965
                  
                  
                  $
                  (45,142,144
                  )
                  
                  $
                  (319,448
                  )Sales
      of common stock and warrants for cash, net
                  
                  
                  
                  
                  
                  
                  
                  
                  1,090,889
                  
                  
                  
                  109
                  
                  
                  
                  4,735,623
                  
                  
                  
                  -
                  
                  
                  
                  4,735,732Stock
      issued for services
                  
                  
                  
                  
                  
                  
                  
                  
                  245,301
                  
                  
                  
                  24
                  
                  
                  
                  1,103,830
                  
                  
                  
                  -
                  
                  
                  
                  1,103,854Fair
      value of incentive stock issued
                  
                  
                  
                  
                  
                  
                  
                  
                  191,000
                  
                  
                  
                  19
                  
                  
                  
                  859,481
                  
                  
                  
                  -
                  
                  
                  
                  859,500Stock
      issued for media contract
                  
                  
                  
                  
                  
                  
                  
                  
                  166,668
                  
                  
                  
                  16
                  
                  
                  
                  749,984
                  
                  
                  
                  -
                  
                  
                  
                  750,000Fair
      value of warrants issued
                  
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,226,607
                  
                  
                  
                  -
                  
                  
                  
                  1,226,607Net
      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (9,016,236
                  )
                  
                  
                  (9,016,236
                  )Balance,
      December 31, 2008
                  
                  
                  
                  
                  
                  
                  
                  
                  29,001,739
                  
                  
                  
                  2,899
                  
                  
                  
                  53,495,490
                  
                  
                  
                  (54,158,380
                  )
                  
                  
                  (659,991
                  )Sales
      of common stock and warrants for cash, net
                  
                  
                  
                  
                  
                  
                  
                  
                  323,838
                  
                  
                  
                  33
                  
                  
                  
                  1,457,236
                  
                  
                  
                  -
                  
                  
                  
                  1,457,269Sale
      of preferred stock for cash
                  
                  
                  257,222
                  
                  
                  $
                  26
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,157,474
                  
                  
                  
                  -
                  
                  
                  
                  1,157,500Common
      stock issued for services and accrued liabilities
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  262,936
                  
                  
                  
                  27
                  
                  
                  
                  1,183,180
                  
                  
                  
                  -
                  
                  
                  
                  1,183,207Fair
      value of incentive stock issued
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  164,000
                  
                  
                  
                  17
                  
                  
                  
                  737,983
                  
                  
                  
                  -
                  
                  
                  
                  738,000Fair
      value of warrants issued
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  13,398
                  
                  
                  
                  -
                  
                  
                  
                  13,398Warrant
      distribution to cash investors
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,778,410
                  
                  
                  
                  (1,778,410
                  )
                  
                  
                  -Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,679,483
                  )
                  
                  
                  (4,679,483
                  )Balance,
      December 31, 2009
                  
                  
                  257,222
                  
                  
                  $
                  26
                  
                  
                  
                  29,752,513
                  
                  
                  $
                  2,976
                  
                  
                  $
                  59,823,171
                  
                  
                  $
                  (60,616,273
                  )
                  
                  $
                  (790,100
                  )





See
accompanying notes to consolidated financial statements


PAGE
5


GLOBAL
FOOD TECHNOLOGIES, INC.


CONSOLIDATED STATEMENTS OF
CASH FLOWS





For The
                    Year Ended
                    December
                    31, 2009
                  
                  
                  For The
                    Year Ended
                    December
                    31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                  
                  $
                  (4,679,483
                  )
                  
                  $
                  (9,016,236
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                  
                  
                  80,384
                  
                  
                  
                  14,756Fair
      value of stock issued for services
                  
                  
                  1,880,707
                  
                  
                  
                  1,103,854Fair
      value of incentive stock grants
                  
                  
                  738,000
                  
                  
                  
                  859,500Fair
      value of warrants issued for services
                  
                  
                  13,398
                  
                  
                  
                  1,226,607Fair
      value of stock issued for media services
                  
                  
                  -
                  
                  
                  
                  750,000Changes
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  (190,098
                  )
                  
                  
                  -Inventory
                  
                  
                  (662,609
                  )
                  
                  
                  -Prepaid
      expenses
                  
                  
                  (5,247
                  )
                  
                  
                  (1,732
                  )Other
      assets
                  
                  
                  (1,200
                  )
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  
                  (728,913
                  )
                  
                  
                  744,929Cash
      used in operating activities
                  
                  
                  (3,555,061
                  )
                  
                  
                  (4,318,322
                  )CASH
      FLOWS USED IN INVESTING ACTIVITIES:Acquisition
      of  iPura systems equipment
                  
                  
                  (354,016
                  )
                  
                  
                  (691,664
                  )Cash
      used in investing activities
                  
                  
                  (354,016
                  )
                  
                  
                  (691,664
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable – related parties
                  
                  
                  200,000
                  
                  
                  
                  200,000Principal
      payments on notes payable– related parties
                  
                  
                  (100,000
                  )
                  
                  
                  (200,000
                  )Proceeds
      from notes payable
                  
                  
                  938,000
                  
                  
                  
                  -Sale
      of preferred stock
                  
                  
                  1,157,500
                  
                  
                  
                  -Sale
      of common stock and warrants, net
                  
                  
                  1,457,269
                  
                  
                  
                  4,735,732Cash
      provided by financing activities
                  
                  
                  3,652,769
                  
                  
                  
                  4,735,732CHANGE
      IN CASH
                  
                  
                  (256,308
                  )
                  
                  
                  (274,254
                  )CASH
      – BEGINNING OF YEAR
                  
                  
                  278,443
                  
                  
                  
                  552,697CASH
      – END OF YEAR
                  
                  $
                  22,135
                  
                  
                  $
                  278,443SUPPLEMENTAL
      DISCLOSURESInterest paid
                  
                  $
                  52,325
                  
                  
                  $
                  15,781Non-cash
      financing transactionsIssuance
      of common stock for accrued liabilities
                  
                  $
                  697,500
                  
                  
                  $
                  -





See
accompanying notes to consolidated financial statements


PAGE
6





GLOBAL
FOOD TECHNOLOGIES, INC.


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER 31, 2009 AND
2008





1.  NATURE
OF BUSINESS





Global
Food Technologies, Inc. (the “Company”, “we” or “us”) is a biotechnology company
focused on food safety processes for the food processing industry by using its
proprietary scientific processes to substantially increase the shelf life of
commercially packaged seafood and to make those products safer for human
consumption. The Company has developed a process using its developed technology
called the “iPuraTMFood
Processing System”. The Company’s ability to
generate revenue will depend, among other things, on its ability to demonstrate
the merits of the iPuraTMsystem as well as brand development and establishing alliances with
suppliers and vendors.  The Company generated revenues in 2009 and
ceased being a development stage company.





The
Company is a registrant under rules and regulations of the Securities and
Exchange Commission and has not obtained a listing on any stock
exchange.




Going
Concern





The
accompanying consolidated financial statements have been prepared on the basis
that the Company will continue as a going concern, which assumes the realization
of assets and the satisfaction of liabilities in the normal course of business.
Since inception, the Company has primarily been engaged in product development
and pre-operational activities.  Sales began in the quarter ended
September 30, 2009. Sales are nominal but recurring. At December 31, 2009, the
Company has an accumulated deficit approximating $61,000,000 and negative cash
flows from operations of approximately $3,600,000 for the year ended December
31, 2009. Additionally, the Company has negative working capital at December 31,
2009 and its ability to continue as a going concern is predicated on its ability
to raise additional capital and achieve sustained profitable
operations.  The uncertainty related to these conditions raises
substantial doubt about the Company’s ability to continue as a going concern.
The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





Based on
our cash balance as of December 31, 2009, we estimate that we will need to raise
additional capital in the amount of $5 million to cover our operating costs for
fiscal year 2010 and obtain a significant line of credit to finance the
“inventory” of iPura product. Any additional capital we raise may involve
issuing additional shares of common stock or other equity securities, or
obtaining debt financing. However, at this point, we have not specifically
identified the type or sources of this funding.  We are exploring
commercial and joint venture financing opportunities.





2.  SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





The
summary of significant accounting policies presented below is designed to assist
in understanding the Company’s consolidated financial statements. Such financial
statements and accompanying notes are the representations of the Company’s
management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the
United States of America (“U.S. GAAP”) in all material respects, and have been
consistently applied in preparing the accompanying consolidated financial
statements.


PAGE
7





Development
Stage





Since its
inception, the Company has devoted substantially all of its efforts to business
planning, research and development, recruiting management and technical staff,
acquiring operating assets and raising capital. However, in January 2009, the
first iPuraTMFood
Processing System was installed in a processor’s facility in China and
was tested and made operational. The first iPuraTMlabeled product, in a limited, initial-run quantity, was received into
inventory in the US in June 2009 and sales began in July 2009. Accordingly, the
Company is considered to have left the development stage and is now an operating
company as defined by U.S GAAP.





Use
of Estimates





The
preparation of the financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ
from those estimates.





Principles
of Consolidation





The
accompanying consolidated financial statements have been prepared in accordance
with U.S. GAAP and include the accounts of Global Food Technologies, Inc. and
its wholly-owned subsidiary iPura Food Distribution Company. All significant
intercompany balances and transactions have been eliminated in
consolidation.





iPuraTM(formerly the“BEST”) Seafood
Processing System –The iPuraTMSeafood Processing System, the physical embodiment of our food processing
technology, was completed, tested and available for commercial application (in a
previous generation design) in 2005 and was capitalized at a construction cost
of $3,157,111.  Design, testing and support costs involved were
expensed. In 2005, mechanical and software upgrades were implemented to optimize
the mechanical process. The improvements were so substantial that this prior
model was deemed inappropriate for installation in customers’ processing
facilities. As a result, the Company recorded an asset impairment charge of
$3,157,111 for the year ended December 31, 2005.  Two subsequent
models were developed with increased capacity and simplified operating and
maintenance parameters. The last of these models has been deemed commercially
viable and has been fabricated and installed at a processor in China and another
larger design has been delivered to a processor in Vietnam. Design, testing and
support costs incurred on these models through December 31, 2009 have been
included in research and development costs.





Concentrations





We place
our cash with high quality financial institutions, and at times balances may
exceed the Federal Deposit Insurance Corporation $250,000 insurance
limit.





We
contract with a vendor in China and have established limited operations in China
for production of our iPura Tilapia product.  Any disruption in China
could have a material adverse effect on our operations.


PAGE
8





One
customer accounted for more than 10% of accounts receivable at December 31, 2009
and no customers accounted for more than 10% of accounts receivable at December
31, 2008.  Two customers accounted for more than 10% of sales for year
ended December 31, 2009 and no customers accounted for more than 10% of sales
for year ended December 31, 2008.




Accounts
Receivable





Management
develops an estimate of the allowance for doubtful accounts receivable based on
the Company’s current economic circumstances, and its own judgment as to the
likelihood of ultimate payment. The Company does not require collateral for
trade accounts receivable. Management believes that at December 31, 2009 no
allowance for doubtful accounts was necessary.  Although the Company
expects to collect amounts due, actual collections may differ from these
estimated amounts.





Revenue
Recognition





The
Company recognizes revenues when all of the following conditions
exist:  a) persuasive evidence of an arrangement exists in the form of
an accepted purchase order; b) delivery has occurred, based on shipping terms,
or services have been rendered; c) the Company’s price to the buyer is fixed or
determinable, as documented on the accepted purchase order; and d)
collectibility is reasonably assured.  The Company recognizes revenue
when product is shipped to the customer.





Inventory





Inventory
is stated at the lower of cost (first-in, first-out) or
market.  Market is determined by comparison with recent sales or net
realizable value.





Property
and Equipment





Property
and equipment are stated at cost. Depreciation is computed using the straight
line method based on the estimated useful lives of the assets, all estimated at
five years. There are no capitalized leasehold improvements. Substantially all
of the iPura systems equipment is located in China and Vietnam at December 31,
2009.





Long-lived
Assets




We review long lived
assets for events or changes in circumstances that indicate that their carrying
value may not be recoverable.An impairment loss is recognized when the
carrying amount of the long-lived asset is not recoverable and exceeds its fair
value. The carrying amount of a long-lived asset is not recoverable if it
exceeds the sum of the undiscounted cash flows expected to result from the use
and eventual disposition of the asset. Any required impairment loss is measured
as the amount by which the carrying amount of a long-lived asset exceeds its
fair value and is recorded as a reduction in the carrying value of the related
asset and a charge to operating results. No impairment charges were recorded for
the years ended December 31, 2009 or 2008.




PAGE
9


Patents
and Trademarks





The
Company has three U.S. patents that relate to proprietary technologies and has
filed additional patent applications in both the U.S. and several foreign
countries. The Company has registered the iPuraTM  brand name in the
U.S. and has filed additional applications in several foreign countries for the
iPuraTM brand
name.





Costs
associated with patents and trademarks are not significant at December 31, 2009
and 2008.





Research
and Development Costs





Research
and development costs are expensed as incurred. Purchased materials that do not
have an alternative future use and the cost to develop prototypes of production
equipment are also expensed. Costs incurred in the fabrication, testing,
installation of commercial systems are capitalized as long lived
assets.





Income
Taxes





We
account for income taxes under the U.S. GAAP rules. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.  Under U.S.GAAP, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.  A valuation allowance
related to a deferred tax asset is recorded when it is more likely than not that
some or all of the deferred tax asset will not be realized.





Fair
Value Measurements





Accounting
Standards Codification (“ASC”) 820, Fair Value Measurements, establishes a
three-tier fair value hierarchy which prioritizes the inputs used in estimating
fair value as follows:





·
            Level
      1: Observable inputs such as quoted prices in active
    markets;




·
            Level
      2: Inputs, other than the quoted prices in active markets, that are
      observable either directly or indirectly;
and




·
            Level
      3: Unobservable inputs in which there is little or no market data, which
      require the reporting entity to develop its own
  assumptions





As of and
for the years ended December 31, 2009 and 2008, the Company had no recurring or
nonrecurring fair value measurements.





Fair
Value of Financial Instruments





The
carrying amounts of our financial instruments, including cash, accounts
receivable, accounts payable, accrued liabilities, and notes payable approximate
their fair value as of December 31, 2009.  The fair value of the
Company’s notes payable to related parties approximate their carrying value as
the stated interest rates of these instruments reflect rates which are otherwise
currently available to the Company.




PAGE
10


Loss
Per Share





U.S. GAAP
requires presentation of basic earnings (loss) per share (“Basic EPS”) and
diluted earnings (loss) per share (“Diluted EPS”).  Basic earnings
(loss) per share is computed by dividing  earnings (loss) available to
common  stockholders by the weighted average number of common shares
outstanding during the period.  Diluted earnings (loss) per share
reflects the potential  dilution,  using the
treasury  stock method,  that could occur if securities or
other contracts to issue common stock
were  exercised  or  converted  into
common stock or resulted in the issuance of common  stock that then
shared in our earnings.  In computing diluted earnings per share, the
treasury stock method assumes that outstanding options and warrants are
exercised and the proceeds are used to purchase common stock at the average
market price during the period.  Options and warrants will have a
dilutive effect under the treasury stock method only when the average market
price of the common stock during the period exceeds the exercise price of the
options and warrants.





There are
8,860,684 and 6,373,451 stock purchase warrants outstanding at December 31, 2009
and 2008, respectively, which were not used in the computation of loss per share
as their effect would be antidilutive.





The
Company has outstanding Series C preferred stock (see Note 7) which carries an
undeclared cumulative dividend feature.  Since such stock was issued
in late December 2009, cumulative undeclared dividends are not significant at
December 31, 2009.





Stock-based
Compensation





U.S. GAAP
requires fair value as the measurement objective in accounting for share-based
payment arrangements and requires all entities to apply a fair-value based
measurement method in accounting for share-based payment transactions with
employees except for equity instruments held by employee share ownership
plans.





Shares,
warrants and options issued to non-employees for services are accounted for in
accordance with U.S. GAAP whereby the fair value of such option and warrant
grants is determined using the Black-Scholes Model at the earlier of the date at
which the non-employee’s performance is completed or a performance commitment is
reached.





Significant
Recently Issued Accounting Pronouncements





In
January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-6
"Improving Disclosures About Fair Value Measurements" (ASU 2010-6). The ASU
amends Codification Topic 820 "Fair Value Measurements and Disclosures" to add
new disclosure requirements for transfers into and out of Levels 1 and 2
fair value measurements, as well as separate disclosures about purchases, sales,
issuances, and settlements relating to Level 3 fair value measurements. ASU
2010-6 also clarifies existing fair value disclosures regarding the level of
disaggregation and inputs and valuation techniques used to measure fair value.
ASU 2010-6 is effective for the first reporting period (including interim
periods) beginning after December 15, 2009, except for the requirement to
provide the Level 3 activity of purchases, sales, issuances, and
settlements on a gross basis, which will be effective for fiscal years beginning
after December 15, 2010, and for interim periods within those fiscal years.
ASU 2010-6 only adds new disclosure requirements and as a result, the Company
does not expect its adoption to have an impact on its future financial
statements.





Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company's present or future
financial statements.




PAGE
11


3.
TRADE AND EQUIPMENT FINANCING DEBT





As an
alternative to commercial trade financing, leasing and factoring, we have
instituted a program of issuing promissory notes, secured by inventory or iPura
equipment systems, in series of maturities from one to three years with annual
interest rates from 8.2% to 9%. The funds are received and controlled by a third
party custodian to be disbursed only for third party costs of inventory or
equipment. As is typical of trade financing, the proceeds of sale of inventory
by the Company upon collection will be prorated and be used to repay the
financing. Equipment financing debt will be paid at maturity from working
capital derived from the commercial operation of the equipment. At December 31,
2009, the Company owed $660,000 in trade financing debt and $152,000 in
equipment financing debt, for a total of $812,000.





4.
NOTES PAYABLE OTHER





In July,
we borrowed $126,000 from a third party. The note has a one year term, bears
annual interest of 5%, is unsecured and is convertible into common stock at any
time at a price of $4.50 per share.  Additionally, 14,000 warrants
were issued to the note holder valued at $13,398, charged to interest expense in
the period. The warrants have an exercise price of $7.00 and a term of 3 years,
and were valued under the Black-Scholes option pricing model using substantially
the same assumptions as discussed below under notes payable to related parties
(Note 5).





5.
NOTES PAYABLE TO RELATED PARTIES





On April
3, 2006, we arranged a 30 day bridge loan in the amount of $350,000 from a
non-principal shareholder. The loan bears interest at eight percent (8%) per
annum and is secured by all assets, including any intellectual assets, of the
Company. Additional consideration included the issuance of warrants to purchase
35,000 shares of our common stock. The warrants are exercisable at $4.50 per
share for two (2) years from the date of repayment. The Company determined the
fair value of the warrants to be $49,245 based upon the Black-Scholes option
pricing model with the following assumptions: expected volatility of 50%, a
risk-free interest rate of 4.8%, an expected term of 2 years, and 0% dividend
yield. In July 2006, $100,000 of principal was repaid. The remaining balance of
$250,000 is due on demand. The loan is guaranteed by the President of the
Company.





In April
and May of 2006, we arranged for three loans aggregating $290,000 from a
Director of the Company. Two of the loans aggregating $190,000 are demand loans
and bear interest of 8%. The third loan for $100,000 matured July 18, 2006, and
was repaid on its due date. Additional consideration for the three loans was
approved by the Board in August 2006, in the form of warrants to purchase 29,000
shares of our common stock. The warrants are exercisable at $4.50 per share for
two (2) years from the date of repayment. The Company determined the fair value
of the warrants to be $40,803 based upon the Black-Scholes option pricing model
with the following assumptions: expected volatility of 50%, a risk-free interest
rate of 4.8%, an expected term of 2 years, and 0% dividend yield. In August
2006, we arranged for a fourth loan, a six month bridge loan, for $100,000 from
the Director bearing interest at 8%. The loan was renewed each subsequent
maturity for an additional six months and now matures in May 2010. Such loans
aggregating $290,000 are unsecured.





In
January 2008, in recognition of the illiquidity of the loans and the
availability of the bridge loans, a Director was awarded 78,000 shares of common
stock valued at $351,000 in appreciation of his tolerance and patience in his
financial support.


PAGE
12





In
January and May 2008, additional loans of $100,000 each were obtained from a
Director by way of a margin loan from his broker. The notes were for 30 and 60
days, respectively, and were repaid at their due dates. Interest at 12% was
payable to the brokerage account.





In March
2009, an additional $100,000 was borrowed from a Director on a note for 30 days
bearing annual interest of 12%, and was repaid in 46 days. In November 2009, for
the same 12% interest rate, the Company borrowed an additional $100,000 from
such director, due on demand. Such loan is unsecured.





6.
STOCKHOLDERS’ DEFICIT





Preferred Stock
Issuance





We are
authorized to issue 20,000,000 shares of Preferred Stock with a par value of
$.0001. In 2001, 8,000,000 shares were designated “Series A” Preferred Stock and
2,440,540 shares were sold for cash to investors at prices ranging from $0.75 to
$4.50 per share through 2005, and such shares were outstanding at December 31,
2004. During 2005, 40,000 shares were redeemed for $45,000 cash and 2,400,540
shares were converted into 2,400,540 shares of Common Stock. There is no Series
A Preferred Stock outstanding.





In April
2009, we designated a Series B Preferred Stock and authorized the issuance of
1,000,000 shares at a par value of $.0001.  Also in April 2009, we
issued 222,222 shares of such Series B Preferred Stock for $1,000,000 in
cash.  The Series B had preferential rights in liquidation over common
stock and was convertible into common stock at a conversion rate of $4.50 per
share. In December 2009, the Series B Preferred Stock was converted to Series C
Preferred Stock (below) on a share for share basis. There is no Series B
Preferred Stock outstanding.





In
October 2009, we designated a Series C Preferred Stock and authorized the
issuance of 1,500,000 shares at a par value of $.0001. The Series C has
preferential rights in liquidation over common stock at $4.50 per share and is
convertible into common stock at a one to one conversion rate. There is
mandatory conversion to common stock upon the earlier of certain events or five
years. The Series C bears a dividend of 8% payable in cash upon declaration of
the dividend by the Board of Directors and such accrued dividend shall be
payable in cash only in the event working capital requirements permit. Each
issued share is accompanied by two warrants to purchase common stock for a
period of three years at an exercise price for the greater of $3.00 or 50% of
the bid price on an approved public exchange or the most recent private offering
price if there is no exchange. At December 31, 2009, there are 257,222 shares of
Series C Preferred Stock issued and outstanding.





Since the
Series C preferred shares were issued in late December 2009, cumulative
undeclared dividends are not significant at December 31, 2009.




Common Stock
Issuances




In 2006,
we commenced a private placement of our securities to accredited investors in
conformity with Rule 506 of Regulation D of the Securities Act of 1933, as
amended. The initial form of offering consisted of 500,000 units, each unit
consisting of two shares of Common Stock and one warrant to purchase one
additional share of Common Stock for a maximum offering price of $4,500,000.
Subsequently, the offering unit has been modified to include more warrants or
less warrants, but the selling price remained constant at $4.50 per unit. In
addition, we have conducted offshore sales of common stock at a purchase price
of $4.50 per share, plus warrant coverage that varied from time to time,
pursuant to Regulation S of the Securities Act of 1933, as
amended.


PAGE
13





In 2008,
a total of 1,090,889 shares of common stock and 1,146,612 warrants to purchase
common stock were issued in private placements for total proceeds of $4,735,623.
All stock and unit sales were priced at $4.50 per share or unit.





In 2009,
a total of 323,838 shares of common stock and 581,305 warrants to purchase
common stock were issued in private placements for total proceeds of $1,457,269.
All stock and unit sales were priced at $4.50 per share or unit.





Stock Incentive
Plan





In
November 2006, we adopted a stock incentive plan to incentivize employees and
consultants with awards of stock options, stock appreciation rights and
restricted stock grants. There are a maximum of 3,000,000 shares of Common Stock
subject to award under the plan and the awards must be made at fair market value
at the date of the award. Awards have been made as follows:





Year
                        
                        Shares Issued
                        
                        
                        Value per share
                        
                        
                        Compensation
                          expense
                        
                        
                        Number of
                          Grantees2006
                        
                        
                        530,000
                        
                        
                        $
                        4.50
                        
                        
                        $
                        2,385,000
                        
                        
                        
                        262007
                        
                        
                        460,000
                        
                        
                        $
                        4.50
                        
                        
                        $
                        2,070,000
                        
                        
                        
                        162008
                        
                        
                        191,000
                        
                        
                        $
                        4.50
                        
                        
                        $
                        859,500
                        
                        
                        
                        112009
                        
                        
                        164,000
                        
                        
                        $
                        4.50
                        
                        
                        $
                        738,000
                        
                        
                        
                        9





Through
December 31, 2009, 1,345,000 shares have been granted and there are still
1,655,000 shares remaining available for grant under the plan.





The
shares are fully vested and become transferable upon registration of the shares
with the Securities and Exchange Commission or upon the development of a listing
in a market initiated by us.





Officers and Directors Stock
Compensation





The Board
in its January 2008 meeting awarded stock to certain Directors. The continued
faithful financial support by one Director in the form of loans when necessary
without regard to payment at maturity was recognized by an award of 78,000
shares of common stock representing a 20% equity coverage on the aggregate
amount loaned.  New independent Directors are granted an initial award
upon joining the Board and therefore the new Director in 2007 was granted 25,000
shares of common stock. Another independent Director, granted an initial award
of 8,333 shares in 2005, was granted an additional award of 16,667 shares of
common stock to bring him to parity with the current level of initial Director
compensation.





In 2008,
an additional warrant to purchase common stock was granted to an officer in the
amount of 200,000 shares. The warrant is fully vested at date of grant, and is
exercisable at $7.00 per share, and has a term of 5 years. The warrants were
determined to have a fair value of $289,200, using the Black-Scholes option
pricing model with the following weighted average assumptions: dividend yield of
none; expected volatility 50%; risk free interest rate 1.55%; expected term of 7
years.  Such fair value was charged to operations on the date of
grant.





There
were no grants of options or warrants to officers or Directors in
2009.


PAGE
14




A summary
of the status of these compensation arrangements is as follows:





Shares
                      
                      
                      Weighted
                        Exercise
                        Price
                      
                      
                      Weighted
                        Average
                        Remaining
                        Contractual
                        Term
                        (years)
                      
                      
                      Aggregate
                        Intrinsic
                        ValueOutstanding
      at January 1, 2008
                      
                      
                      500,000
                      
                      
                      $
                      5.00Granted
                      
                      
                      200,000
                      
                      
                      $
                      7.00
                      
                      
                      
                      5.0ExercisedForfeited
      or expiredOutstanding
      at December 31, 2008
                      
                      
                      700,000
                      
                      
                      $
                      5.57
                      
                      
                      
                      3.33Granted
                      
                      
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -Forfeited
      or expired
                      
                      
                      -
                      
                      
                      
                      -Outstanding
      at December 31, 2009
                      
                      
                      700,000
                      
                      
                      $
                      5.57
                      
                      
                      
                      2.75
                      
                      
                      $
                      -Exercisable
      at December 31, 2009
                      
                      
                      700,000
                      
                      
                      $
                      5.57
                      
                      
                      
                      2.75
                      
                      
                      $
                      -





Warrants





At
December 31, 2009, we had issued 8,930,684 warrants, exercisable from 2 to 5
years at $4.50 to $7.00, in conjunction with sales of common and preferred stock
and awards for services.





In 2009,
we extended the expiration date of the older warrants to December 31, 2011
without modifying the exercise price. These warrants were issued in conjunction
with equity sales and therefore the adjustment was charged to paid in capital
and had no income statement effect.  During 2008, we issued an
additional 1,146,612 warrants exercisable at $7.00 for 3 years in connection
with equity offerings.





During
2008, 702,471 warrants were issued for services and relating to fund raising
efforts, 2,471 warrants are exercisable for 3 years, exercisable at $7.00 per
share and, 200,000 warrants are exercisable for 5 years at $7.00 per share and
500,000 warrants are exercisable for 5 years at $5.00 per share. The fair value
of all of these service warrants issued in 2008 aggregated
$1,226,607.  The Company used a Black-Scholes pricing model with the
following weighted average assumptions to determine the fair value of the
warrants: expected volatility of 50%, a risk-free interest rate of 1.55%, an
expected term of 5 years, and 0% dividend yield.





During
2009, we issued an additional 136,859 warrants exercisable at $7.00 for 3 years
in connection with our Common Stock offerings and 514,446 warrants exercisable
at $3.00 for 3 years in connection with the Series C Preferred Stock
offering.





In 2009,
we issued 14,000 warrants as additional compensation for a loan. The warrants
are exercisable for 3 years at $7.00 per share. The fair value of these warrants
was $13,398, which was charged to interest expense. The Company used a
Black-Scholes pricing model with the following weighted average assumptions to
determine the fair value of the warrants: expected volatility of 50%, a
risk-free interest rate of 1.50%, an expected term of 3 years, and 0% dividend
yield.


PAGE
15




During
2009, an equity program was implemented to reward stockholders, including
indirect stockholders of our parent entity, for the longevity of their stock
holdings since the Company has not provided public market
liquidity.  The Company issued common stock warrants based on cash
investment and time of investment to existing stockholders using December 31,
2008 as the date of record.  The award formula was to grant warrants
to the stockholders in the amount of 2% of the share owned for each year or
partial year of investment.  The warrants have a term of three years,
expire in April 2012, and have an exercise price of $7.00.  A total of
1,891,928  warrants were issued under this program. The Company has
accounted for these warrants as a dividend and recorded approximately $1,778,000
as a charge to accumulated deficit during 2009.  The $1,778,000 was based
on the fair value of the warrants issued of $0.94 per warrant determined based
on the Black Scholes pricing model with the following assumptions: expected
volatility of 50%, a risk free interest rate of 1.0%, an expected term of 3
years, and no dividend yield.







At
December 31, 2009, warrants outstanding were as follows:


Number of Shares
                    under Warrants
                  
                  
                  Weighted Average
                    Exercise PriceWarrants
      outstanding at January 1, 2008
                  
                  
                  4,524,368
                  
                  
                  $
                  5.19Warrants
      granted
                  
                  
                  1,849,083
                  
                  
                  
                  6.46Warrants
      expired
                  
                  
                  -
                  
                  
                  
                  -Warrants
      outstanding at December 31, 2008
                  
                  
                  6,373,451
                  
                  
                  
                  5.56Warrants
      granted
                  
                  
                  2,557,233
                  
                  
                  
                  7.00Warrants
      expired
                  
                  
                  -
                  
                  
                  
                  -Warrants
      outstanding at December 31, 2009
                  
                  
                  8,930,684
                  
                  
                  $
                  5.56





The
following table summarizes information about warrants outstanding at December
31, 2009:





Warrants Outstanding and ExercisableNumber of Shares
                    Under Warrants
                  
                  Exercise Price
                  
                  Expiration Date
                  
                  Weighted Average
                    Exercise Price5,259,450
                  
                  $
                  4.50-7.00
                  
                  2011
                  
                  $
                  5.432,707,234
                  
                  $
                  5.00-7.00
                  
                  2012
                  
                  $
                  6.89700,000
                  
                  $
                  5.00-7.00
                  
                  2013
                  
                  $
                  5.5764,000
                  
                  $
                  4.50
                  
                  (1)
                  
                  $
                  4.50200,000
                  
                  $
                  4.50
                  
                  (2)
                  
                  $
                  4.508,930,684
                  
                  
                  
                  
                  
                  
                  $
                  5.86


(1)
            Expires
      two years after repayment of principal on notes giving rise to the
      warrants


(2)
            Warrants
      expire 2 years after commencement of trading of common
    shares





8.
MEDIA AGREEMENT





On
September 30, 2005, we entered into a three year contract for media production
and distribution services with Global Media Fund, LLC, which will provided
nationally syndicated newspaper and radio features about us, our iPura food
processing systems and food safety issues to 10,000 newspapers and 6,000 radio
stations.  The total cost for the contract was $4,500,000, with
$50,000 paid in 2005 in cash and the balance payable in common stock in varying
amounts over thirty-six months.  For the year ended December 31, 2008,
the Company recorded a marketing expense of $750,000 under this
agreement.  No such expense was recorded for the year ended December
31, 2009 since the payment schedule was completed in 2008.


PAGE
16





9.
COMMITMENTS AND CONTINGENCIES





Operating
Leases





We lease
our headquarters and warehouse facilities in Hanford, California. We also lease
an automobile for an officer and office equipment.  Future minimum
lease payments required on these non-cancelable operating leases are as
follows:





Year ended December 31,
                            
                            Amount2010
                            
                            
                            202,0002011
                            
                            
                            143,0002012
                            
                            
                            138,0002013
                            
                            
                            138,0002014
                            
                            
                            118,0002015
                            
                            
                            -$
                            739,000


Other





In
December 2008, an award of common stock was made to a consultant for services
principally directed to obtaining and finalizing processor commitment in China.
The consultant required that he be reimbursed for any income tax consequences of
the grant including the taxation of the value of the grant as ordinary income.
It is estimated that the Company will reimburse the consultant $22,000 in
January 2010. The reimbursement obligation will continue for as long as any
adjustment by the taxing authorities is possible.





10.
INCOME TAXES





We do not
have significant income tax expense or benefit from inception through December
31, 2009.  Our tax net operating losses have resulted in a deferred
tax asset with a 100% valuation allowance applied against such asset at December
31, 2009 and 2008.  Our tax net operating loss carryforward (“NOL”)
approximates $32 million at December 31, 2009.  Some or all of such
NOL may be limited by Section 382 of the Internal Revenue Code.





The
income tax effect of temporary differences between financial and tax reporting
gives rise to a deferred income tax asset at December 31, 2009 and 2008 as
follows:




PAGE
17





2009
                  
                  
                  2008Deferred
      tax asset –NOL’s
                  
                  $
                  12,657,000
                  
                  
                  $
                  11,086,000Less
      valuation allowance
                  
                  $
                  (12,657,000
                  )
                  
                  $
                  (11,086,000
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -





The
valuation allowance increased by $1,571,000 and $2,493,000 during the years
ended December 31, 2009 and 2008, respectively.





A
reconciliation of the effective income tax rate to the United States statutory
income tax rate for the years ended December 31, 2009 and 2008 is as
follows:





2009
                  
                  
                  2008Tax
      benefit at the U.S. statutory income tax rate
                  
                  
                  (34.0
                  )%
                  
                  
                  (34.0
                  )%Increase
      in the valuation allowance
                  
                  
                  34.0
                  %
                  
                  
                  34.0
                  %Effective
      income tax rate
                  
                  
                  -
                  %
                  
                  
                  -
                  %





The
Company’s income tax returns may be subject to examination by federal and state
taxing authorities. Because application of tax laws and regulations for many
types of transactions is susceptible to varying interpretations, amounts
reported in the accompanying financial statements could be changed at a later
date upon final determination by taxing authorities. Management does not believe
the Company has any uncertain income tax positions that could materially affect
its financial statements at both the federal and state jurisdiction levels. The
Company’s federal and state income tax returns remain open after filing for 3
years and 4 years, respectively.




PAGE
18