**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**





ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934


For
      the
      fiscal year ended December 31, 2005





**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.)**1656
                Kraft Road, Pocatello, Idaho**
            
            **83203**(Address
                of principal executive offices)
            
            (Zip
                Code)





**208-232-0175**


(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





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. Yes oNo x





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes
oNo
x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will 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-KSB or any
      amendment to this Form 10-KSB. o





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





State
      issuer’s revenues for its most recent fiscal year: None





As
      of May
      31, 2006, the aggregate market value of the registrant’s common stock held by
      non-affiliates of the registrant was $2,311,277.





At
      May
      31, 2006, the number of shares outstanding of each of the issuer’s Common Stock,
      $.0001 par value per share, was 23,807,630.





**DOCUMENTS
      INCORPORATED BY REFERENCE**


None





Transitional
      Small Business Disclosure Format (Check one): Yes oNo x










EXPLANATORY
      NOTE





As
      previously disclosed in our report on Form 8-K filed on March 23, 2007, the
      Board of Directors of Global Food Technologies, Inc., after discussions with
      our
      registered independent public accounting firm, Weinberg & Co., P.A.,
      determined that the treatment of stock issuances made under an agreement with
      Global Media Fund, LLC originally recorded and reported on our Annual Report
      of
      Form 10-KSB, filed on July 6, 2006, for the year ended December 31, 2005 (the
      “2005 10-KSB”), was incorrect and required a revision. We are filing this
      amendment to the 2005 10-KSB to make this correction.





We
      determined that the value of the stock issued to Global Media Fund should be
      expensed when issued rather than deferred and amortized to expense over the
      36
      month life of the contract. This change in classification results in the
      recognition of additional expense of $1,008,333 in 2005 and increases the net
      loss from $10,590,394 to $11,598,727. This Amendment is being filed to reflect
      such changes.





We
      have
      also revised the related narrative as it relates to these changes in the
      condensed consolidated statements of operations and balance sheet, including
      additional disclosure in the Notes under the heading “Restatement” and have
      revised the disclosure in Part II, Section 8A “Controls and Procedures”. We have
      also updated the name of our product offering from “BEST” to “ *iPura”
      TM* ,
      to
      reflect the subsequent change to our brand name. In addition, currently-dated
      certifications from our Chief Executive Officer and Chief Financial Officer
      have
      been included as exhibits to this Amendment.





Other
      than as set forth above, and as required to reflect the reclassification of
      the
      stock issuances that were made to Global Media Fund, there are no other
      significant changes to the original 2005 10-KSB and this Form 10-KSB/A does
      not
      reflect events occurring after the filing of the original 2005 10-KSB, or modify
      or update disclosures therein in any other way.










**GLOBAL
      FOOD TECHNOLOGIES, INC.**


**INDEX
      TO**


**ANNUAL
      REPORT FORM 10-KSB**


**FOR
      THE YEAR ENDED DECEMBER 31, 2005**




**Item**
            
            **Page****Number**
            **Description**
            **Number****PART
                I**1
            Description
                of Business
            12
            Description
                of Property
            113
            Legal
                Proceedings
            114
            Submission
                of Matters to a Vote of Security Holders
            11**PART
                II**5
            Market
                for Common Equity and Related Stockholder Matters
            116
            Management’s
                Discussion and Analysis of Plan of Operation
            127
            Financial
                Statements
            198
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            198A
            Controls
                and Procedures
            198B
            Other
                Information
            20**PART
                III**9
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act
            2010
            Executive
                Compensation
            2411
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            2612
            Certain
                Relationships and Related Transactions
            2713
            Exhibits
            2914
            Principal
                Accountant Fees and Services
            31Signatures
            32









**PART
      I.**





**ITEM
      1. DESCRIPTION OF BUSINESS**





**Business
      Development**





On
      March
      24, 1999, Global Food Technologies, Inc., a Delaware corporation, 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
      purely in the research and development of food safety technologies. Pursuant
      to
      this Asset Acquisition Agreement, 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. At the time, these shares represented approximately 97% of our
      issued and outstanding common stock. We refer to the asset acquisition in this
      report as the Transaction.





In
      connection with the Transaction, all the members of Tech’s board of directors
      resigned (except for Stephen J. Fryer, who currently is the sole director of
      Tech) and were appointed as our directors. In addition, the executive officers
      of Tech resigned (except for Stephen J. Fryer and Marshall F. Sparks, who
      currently are Tech’s President and Chief Financial Officer/Secretary,
      respectively) and were appointed to the same positions with our company.
      Accordingly, the Transaction resulted in a change of control and was accounted
      for as a reverse merger (recapitalization), with Tech deemed to be our
      accounting acquirer. On October 3, 2005, we amended our Certificate of
      Incorporation to change our name to “Global Food Technologies, Inc.” and Tech
      changed its name to “Global Food Tech, Inc.” All share amounts referred to in
      this report are as adjusted by the one-for-three reverse stock split on
      September 30, 2005, as described below.





Shortly
      before the closing of, and in connection with, the Transaction, we entered
      into
      a Stock Purchase Agreement, dated as of August 11, 2005, with Pierce Mill
      Associates, Inc., a Delaware corporation, and our then sole stockholder (holding
      100,000 shares), and Solvis, pursuant to which we issued 520,000 shares of
      our
      common stock to Solvis. At the time, this gave Solvis a controlling position
      in
      our issued and outstanding capital stock, as consideration for facilitating,
      and
      as a part of, the Transaction by which we acquired the assets and liabilities
      of
      Tech. The Stock Purchase Agreement with Solvis was amended in April 2006 to
      reduce the number of shares granted to Solvis from 520,000 shares to 100,000
      shares.





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 it
      received its initial funding on July 25, 2001. This initial funding consisted
      of
      approximately $200,000 raised by Tech in a private placement of its equity
      securities. 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 have adopted Tech’s business plan in its
      entirety, and intend to continue to research, develop, market and seek to
      license our patented food safety technologies.




1




In
      September 2005, our Board of Directors declared a reverse stock split exchanging
      one share of our common stock for every three shares of our common stock
      outstanding as of the September 30, 2005 record date. This reduced our
      outstanding common stock at September 30, 2005, from 70,164,410 shares
      outstanding to 23,389,506 shares, after giving effect to the reduction of shares
      granted to Solvis from 520,000 to 100,000 shares as described above. As of
      May
      31, 2006, we have 23,807,630 shares issued and outstanding.





**Business
      of the Company**





**Overview**





We
      are
      engaged in research and development of commercial applications for our
      proprietary scientific food processing technologies, which are focused on
      increasing the quality and value of commercially-packaged seafood, poultry
      and
      other meats, substantially extending the shelf-life of these meats and making
      these products safer for human consumption by reducing disease-causing bacteria.
      We focus our development efforts on products designed to reduce significantly
      the presence of salmonella, campylobacter and other bacterial pathogens found
      in
      processed seafood, poultry and meat products. We believe that using our
      proprietary, low-cost technologies designed to sharply reduce the presence
      of
      dangerous, sometimes lethal, pathogens in seafood, poultry and meat products,
      and significantly increase the shelf-life and commercial value of these
      products, could create a new paradigm in food safety. We spent approximately
      $4,862,677 and $1,175,429 on research and development during the fiscal years
      ended December 31, 2005 and December 31, 2004, respectively. As described below
      in this report, our ***iPura*** ***TM*** Seafood
      Processing System is ready for commercialization and we are actively seeking
      customer orders. Our other technologies remain in various stages of research and
      development.





**The
      Problems We Address**





Our
      technologies and proposed products 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, often causing very uncomfortable
      and
      frequently serious illness, and sometimes death. One report finds that up to
      60%
      of the poultry sold in the United States is contaminated with salmonella. (See Food
      Irradiation ,
      Dale
      Blumenthal, FDA Consumer, November 1990, available at http://www.fda.gov/bbs/topics/CONSUMER/CON00031.html ).  Salmonella
      and campylobacter, together, cause 80% of the illnesses and 75% of the deaths
      associated with meat and poultry products in the United States. (See: U.S.
      Department of Agriculture, Economic Research Service (ERS), Jean C. Buzby, Food
      Review ,
      Vol.
      24, Issue 2, 2001.) The problem of food-borne pathogens is so severe, that,
      in
      the case of poultry alone, a report issued in 1999 indicates that up to 60%
      of
      the poultry sold in the United States is contaminated with disease-causing
      bacteria, and in the United Kingdom contamination levels may be as high as
      76%
      (See: Critical
      Steps Toward Safer Seafood, ** Paula
      Kurtzwell, U.S. Food and Drug Administration, Center for Food Safety and
      Nutrition, FDA Consumer, November-December 1997; Revised February 1998 and
      February 1999.)




2




A
      report
      published by the U.S. Government Accounting Office has assessed the costs to
      the
      United States alone from food-borne illnesses as follows: “The extent of
      food-borne illness in the United States and its associated costs are
      significant. [The Center for Disease Control] estimates that unsafe foods cause
      as many as 76 million illnesses, 325,000 hospitalizations, and 5,000 deaths
      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.





Traditionally,
      three principal methods have been used by governmental agencies and food
      processors to monitor and control microorganisms found in food: education and
      training; inspecting facilities and operations that process, sell and/or serve
      food; and microbiological testing. Although these methods are essential parts
      of
      any food control program, they have limitations and shortcomings when used
      alone. For instance, testing products is an inefficient means to assess
      retrospectively the conditions under which food has been processed, transported
      and stored, especially if negative results then require tracing and recalling
      food products after their distribution. We believe that the food processing
      industry has a critical need for a pathogen-elimination step prior to final
      packaging and distribution of unsafe food products. Making seafood, poultry
      and
      other meats safer for human consumption, while at the same time substantially
      extending their shelf-life when being marketed to consumers, is our primary
      objective.





**Our
      Proposed Products and Services**





As
      described below, we believe our ***iPura*** ***TM*** Seafood
      Processing System has undergone adequate testing and is now fully developed
      and
      ready for market introduction. However, our ***iPura*** ***TM*** Seafood
      Processing System has never been installed and operated in a third-party
      commercial setting and we do not currently have any orders for the ***iPura*** ***TM*** Seafood
      Processing System. In addition, we do not have any agreements in place with
      third-party manufacturers for our systems or components. Furthermore, we may
      not
      be able to successfully commercialize our other technology described below
      or
      extrapolate it to any other applications (including those discussed below).
      Our
      success will depend on many factors that are not within our control, such as
      whether we will have sufficient economic and other resources and whether our
      products and services will be accepted in the marketplace, among others
      described more fully in Item 6 under the heading “Cautionary Information
      Regarding “Forward-Looking Statements.”





Our
      proprietary technologies are designed to reduce dramatically 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 a new paradigm for the food safety
      industry. In essence, our technology works by reducing the natural rates of
      cellular respiration, cellular dormancy, expansion and contraction within the
      cellular matrix by exposing the treated products to specific modified
      atmospheres, resulting in the transfer and discharge of fluids to and from
      the
      cellular wall. By creating a safe and environmentally friendly wash, and forcing
      this wash in and around all sides of the cellular walls of the products we
      are
      treating, our technology kills the pathogens contained within or surrounding
      those cells without affecting the taste, color or texture of the processed
      tissues.




3




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 provides substantial public health and economic
      benefits to food processors, food distributors, grocers, restaurants and other
      food service companies, and, ultimately, governments and consumers.
      Additionally, the extended shelf-life that results from substantially reducing
      pathogens and spoilage organisms during the processing and packaging of seafood,
      poultry and other meat products is accomplished without using harmful chemicals
      or irradiation. These undesirable methods of pathogen management have
      traditionally been used by processors, and our avoiding caustic chemicals or
      radiation in our methods is one of the greatest distinguishing features of
      our
      proprietary technology. We believe that introducing an innovative, safe,
      affordable, environmentally friendly pathogen-elimination “kill step” process
      represents a quantum leap forward in food processing technology.





In
      seeking to launch our technology commercially, we have concentrated first on
      developing products for use by seafood and poultry processors, where management
      believes the danger is highest, thus giving us the greatest likelihood of market
      acceptance by processors, grocers and consumers. We originally branded our
      food
      safety systems under the trade name “BEST”, which stands for Bacterial
      Elimination and Shelf-life Technology, however this being generic we have
      renamed them ***iPura*** ***TM*** ***Systems*** .
      Our ***iPura*** ***TM*** Processing
      Systems represent scientific methods to rid seafood and poultry, respectively,
      of disease-causing bacteria both on the surface of, as well as inside, the
      tissue. Our methods simply add one additional step (prior to freezing and
      packaging) in the processing lines already in place in virtually every seafood
      and poultry processing facility.





We
      have
      established, and applied for registration of, the *iPuraTM* mark to
      identify products processed by the ***iPura*** ***TM*** Seafood
      Processing System. We expect the *iPuraTM* brand to
      signify that exceptional food safety measures have been taken in processing
      the
      product labeled with this mark. We will market the *iPuraTM* brand
      both to consumers and distribution chain participants. 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* label.
      Currently, we have only engaged in limited marketing of our *iPuraTM* brand.





Our
      research and development efforts culminated in the development of the current
      generation of the ***iPura*** ***TM*** Seafood
      Processing System, which is available for commercialization. We have
      manufactured two prototypes of this system based on previous designs over the
      past several years, one of which we currently use for testing and demonstrative
      purposes. By the end of 2006, we plan to build two of the current generation ***iPura*** ***TM*** Seafood
      Processing System, which will be available for installation at customer
      facilities.




4




The ***iPura*** ***TM*** Seafood
      Processing System is placed at the food processor’s location in order to provide
      the pathogen-elimination “kill step” process immediately prior to packaging. The ***iPura*** ***TM*** Seafood
      Processing System utilizes proprietary pressure vessels and modified atmospheres
      as part of a clean “kill step” process that is designed to eliminate the
      bacteria and pathogens found both on the exterior and in the interior tissue
      of
      the seafood, poultry or other meats being processed. The process takes place
      in
      an ultra clean environment and ends with packaging in the same clean
      environment, which we anticipate will ultimately include a bacteriacidic
      packaging that we are developing. 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 ***iPura*** ***TM*** 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. This vast reduction in
      pathogen count and spoilage microorganisms is how our technology works to extend
      the shelf-life of processed seafood, poultry and meat products, because it
      slows
      substantially the growth and reproduction of these pathogens following
      treatment.





To
      date,
      we have tested our technology only on seafood and poultry products, and on
      actual seafood product supplied by our potential customers. The ***iPura*** ***TM*** Seafood
      Processing System is available for commercial use but the design and
      configuration of our ***iPura*** ***TM*** Poultry
      Processing System has not yet been finalized. Our system is only effective
      against bacterial pathogens and spoilage microorganisms, such as salmonella,
      campylobacter and *E.
      coli* .
      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 number 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 foreseeable
      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, poultry or
                other
                meat 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, poultry or meat processor,
                since our current plan is to charge royalties 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.





While
      our
      current research and development efforts have been focused almost exclusively
      on
      the seafood and poultry markets, subject to the availability of sufficient
      resources, we intend to commence scientific research activities on applying
      our
      technology to other meat products, including 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.




5




In
      addition, we have begun exploratory research into possibly using our technology
      in the field of aquaculture - raising fish and shellfish in artificial
      environments for easy “farming.” This form of food production has grown
      extensively in recent decades. However, as fish are raised in crowded farming
      conditions, they become notably more susceptible to viral and bacterial disease
      from parasites in the water and in the fish. To combat this phenomenon, growers
      have traditionally used large levels of antibiotics. However, as recited in
      a
      recent study by The Northwest Science and Environmental Policy Center, there
      are
      significant concerns about using antibiotics in this context, including that
      the
      antibiotics can flow out of the aquaculture farms and into the natural
      waterways, potentially causing damage to other ecosystems; that the antibiotics
      remain in the fish and shellfish, and are consumed by humans when these products
      are eaten; and that this consumption may cause desired bacteria in humans to
      be
      killed and/or resistance to build in non-desired bacteria both in the fish
      being
      farmed and in the humans that ingest them. (See: Why
      Worry About Antibiotic Use in Aquaculture? ,
      Dr.
      Charles Benbrook, The Northwest Science and Environmental Policy Center,
      Sandpoint, Idaho, February 2002.) This exploratory research seems to suggest
      that we may be able to utilize our proprietary technology to accomplish two
      possible objectives: (1) developing a special membrane that can be inserted
      into
      aquaculture ponds to chemically bond free-flowing antibiotics and remove them
      from the environment; and (2) developing our own, proprietary, self-contained
      aquaculture ponds, designed to treat the water in which the fish and shellfish
      are raised with our “kill step” technology, and potentially eliminate or
      significantly reduce the need for antibiotic treatment. Currently, we do not
      have any plans to adapt our technologies to aquaculture.





We
      are
      developing proprietary film for packaging commercial food products using nano
      chemistry. Preliminary test results indicate a reduction in microbial growth
      and
      further extension of product shelf-life. Development is continuing on this
      nano
      technology project in a joint effort with the Chemistry and Microbiology
      departments of the University, and data validation continues with the University
      and our testing teams. This technology, if successfully commercialized, would
      be
      introduced into specific packaging films and would complement our ***iPura*** ***TM*** Seafood
      Processing System by continuing to reduce the growth of microbial
      microorganisms, adding days of shelf-life to the packaged food product without
      adding any harmful byproducts and without compromising the odor, texture, or
      flavor of the product.  The film packaging project is in the conceptual
      stage with only preliminary research to date. Development will commence with
      a
      proof of science prototype and microbiology testing when we deem it appropriate
      in relation to other development projects we are conducting and availability
      of
      resources. This phase will provide the laboratory data necessary to make a
      submission to the U.S. Food and Drug Administration, which we refer to as the
      FDA, and the specifications necessary to obtain proposals for contract
      manufacturing. The development phase, once commenced, is estimated to require
      six months and a budget of $210,000.





**Distribution
      and Marketing Plan**





We
      have
      determined that the way to most effectively maximize the value of our patented
      and proprietary technologies is to license them to the processors for a royalty
      fee. We plan to distribute our products and generate revenue by offering to
      install our ***iPura*** ***TM*** Seafood
      Processing System for a small up-front cost to food processors, under the terms
      of a service and license agreement containing a negotiated price-per-pound
      royalty fee. We intend that these service contracts will specify that our
      personnel (which may include authorized subcontractors) must install, operate
      and maintain each ***iPura*** ***TM*** Seafood
      Processing System inside the customer’s processing plant, and we will control
      every aspect of our proprietary technologies, including system design,
      installation, any modified atmospheres, film for packaging, and an
      anti-microbial agent. By the terms of these service contracts, we will have
      the
      ability to monitor and maintain every element of our processing system, allowing
      us to control how our technology is utilized as well as confirming our royalty
      income rights on a real-time basis. We believe that processors who utilize
      our
      system will have a competitive edge over processors who continue to use the
      current methods, which we view to be less effective and less safe.




6




Although
      we have not yet commercially installed any ***iPura*** ***TM*** Seafood
      Processing Systems, we have spent over two years developing relationships in
      the
      first two markets we have chosen to introduce our technologies: Vietnam and
      Chile. We have chosen to commence our business in these two 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





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.





Several
      of our officers and directors traveled to Ho Chi Minh City during 2004 and
      2005
      to meet with representatives of the Ministry of Fisheries and VASEP to discuss
      how our technology can assist processors in Vietnam to deal with the health
      issues posed by bacterial pathogens and help encourage greater importation
      of
      Vietnamese seafood as concerns over the safety of its exported fish are
      alleviated. VASEP agreed to help us make contact with Vietnamese seafood
      processors, and those discussions are continuing. In June 2005, VASEP sponsored
      us to make a “New Technology Presentation” at the VIETFISH2005 trade conference
      held in Ho Chi Minh City. A total of five large seafood processors have shipped
      seafood samples from their processing plants in Vietnam to our laboratory in
      Pocatello, Idaho, in order to test the degree of microbial reduction and
      shelf-life extension that might be expected if they sign a service agreement
      with us. After we complete studies on these samples at our laboratory, and
      the
      results are confirmed by the University, we expect that representatives from
      VASEP and the Ministry of Science and Technology, along with representatives
      from certain of the larger Vietnamese processors, will personally visit our
      research facility and laboratory for a firsthand demonstration of our technology
      and results. Our management believes that we will initiate sales of our products
      and services in Vietnam by the end of 2006.




7




Chile





The
      principal seafood exports from Chile are salmon and trout, with salmon leading
      the industry. In recent years, salmon farming in Chile has grown at an enormous
      pace, such that by October 2003, a Reuters news report indicated that Chilean
      salmon production represented 35% of the world’s total, just 2% below that of
      Norway, the world’s largest salmon exporter. (See: Reuters, Salmon
      Farms Spawn Fortunes, And Critics, In Chile ,
      published October 2, 2003 and available at www.flmnh.ufl.edu/fish/innews/salmonfortunes2003.html .)
      Business Week also has reported that in 2004 “Chile exported $1.4 billion of
      salmon and trout” representing “35% of the world’s supply.” (See: Chile,
      an Innovative Incubator ,
      Business Week, October 3, 2005, available at www.businessweek.com/magazine/content/05_40/b3953200.htm .)





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 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 Ministry of Fisheries, regional government
      officials and a number of large individual fish processing companies to explain
      our technology and planned commercial products and services. To date, five
      processors have sent us their fish samples for testing by the BEST Seafood
      Processing System. In our discussions with the Chilean representatives we met,
      we were requested to design and engineer special processing trays specifically
      to meet the needs of Chilean salmon processors. Management believes that we
      will
      begin sales of our products and services in Chile in 2006.





United
      States and Other International Markets





Management
      will focus our initial sales and marketing efforts on the seafood industry
      in
      Vietnam and Chile 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 two
      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.





Although
      our immediate plans include sales in Vietnam and Chile, we also have taken
      steps
      to promote our *iPuraTM* brand
      name in the United States. We intend to continue to educate processors,
      distributors, restaurants and other food providers, grocers, governments and
      consumers about the risks of food-borne pathogens in seafood, poultry and other
      meats, and the health and economic benefits that our technologies can produce.
      To that end, we have participated in trade shows in the United States and
      Europe. We also have entered into the media-buying agreement described below.





There
      is
      not yet in place any agreement or understanding for any particular food
      processor to install, use or pay for any of our technology in Vietnam, Chile,
      the United States or any other country, and we cannot assure you that any will
      ever develop in the future.




8




Media
      Campaign





On
      September 30, 2005, we entered into a three-year 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.





In
      connection with this agreement, on September 30, 2005, we agreed to issue
      244,444 shares of our common stock to Global Media, 81,481 shares of which
      we
      issued on each of January 1, 2006 and April 1, 2006, and 81,482 shares of which
      we will issue on July 1, 2006. In addition, we have agreed to issue up to
      500,000 additional shares of restricted common stock to Global Media, issuable
      over a three-year period and in equal quarterly installments. The number of
      shares to be issued each quarter will be determined by dividing $187,500 by
      an
      amount equal to 90% of the arithmetic average of the closing price of our
      trading common stock for the five trading days immediately preceding the stock
      issuance date, as reported daily by the principal national or regional stock
      exchange or quotation system on which our common stock may become listed
      (subject to a floor of $4.50 per share regardless of any market price). The
      first two quarterly installment issuances were made in January and April 2006
      for an aggregate of 83,333 shares of common stock. All of the shares issued
      to
      Global Media will have piggy-back registration rights in any registration
      statement filed by us (other than a registration statement on Form S-8).





**Competition**





Currently,
      we face few potential competitors in the field of food safety technology, and
      no
      company known to us has technologies that are directly similar to the
      technologies we propose using. Current products designed to kill pathogens
      and
      keep bacteria from reattaching to food 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.





Despite
      the current situation, 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 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.




9




**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 and Chile). 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
      products, such as the proprietary film we are developing for packaging
      commercial food products, will be subject to review and approval by the FDA.
      Since our suppliers have already received FDA approval for the current
      components of our ***iPura*** ***TM*** Seafood
      Processing System that come into contact with food, such as the liquid wash,
      our ***iPura*** ***TM*** Seafood
      Processing System does not require FDA 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 BEST Systems in either Vietnam or Chile and we do not believe that any
      specific regulatory bodies will require pre-approval of our systems in those
      countries.





**Intellectual
      Property**





We
      have
      been issued three patents from the U.S. Patent and Trademark Office that relate
      to the ***iPura*** ***TM*** Seafood
      Processing System. We also have filed one additional patent application 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. Subject to having
      sufficient resources, we plan to file for protection under this and other U.S.
      patents in approximately 16 countries around the world, including the largest
      seafood and poultry exporting countries. The 16 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.





We
      have
      filed applications to register the following trademarks with the U.S. Patent
      and
      Trademark Office.:





·
            iPura*TM*


·
            Safer
                Processing...Safer Food*TM*


·
            Revolutionizing
                Food Safety...Through Innovation*TM*


·
            A
                Higher Standard of Food Safety*TM*


·
            The
                Highest Standard of Food Safety*TM*


·
            Food
                Safety Is Good Business*TM*


·
            Value
                Created and Sealed*TM*


·
            Quality
                Created and Sealed*TM*




Although
      we have filed applications to register the names “BEST Seafood Processing
      System” and “BEST Poultry Processing System,” on advice of counsel, we have
      decided to allow these applications to lapse due to the generic nature of these
      names.




10




As
      we
      enter into commercial sale and distribution of our proprietary products and
      services in other countries, subject to having sufficient resources to do so,
      we
      intend to protect our trade and service marks in those jurisdictions as
      well.





**Employees**





As
      of
      December 31, 2005, we had 25 full time employees.





**ITEM
      2. DESCRIPTION OF PROPERTY**





We
      lease
      our research and development facilities located at 1656 Old Kraft Road,
      Pocatello, Idaho, which is comprised of approximately 40,000 square feet, from
      a
      third party for $5,500 per month. The five-year lease expires July 14, 2006,
      although we have the option to renew the lease for a consecutive five-year
      term.





We
      have a
      month-to-month lease with the City of Hanford, California, for approximately
      1,500 square feet of office facilities located at 113 Court, Hanford,
      California. The monthly lease rate is $1,048.





We
      rent,
      month to month, our engineering and headquarters offices, consisting of
      approximately 1,500 square feet, located at 420 North Main Street, Pocatello,
      Idaho, from K&M Holdings, LLC, at a monthly rental rate of $1,398. See also
      the disclosure included in Item 12 under the heading “Related Transactions.”





Pursuant
      to an oral agreement, we rent a full service office, consisting of approximately
      250 square feet, on a month-to-month basis for our Chief Financial Officer,
      located at 4100 Newport Place, Suite 620, Newport Beach, California, from two
      individuals, Mike Rubel and Stephen J. Fryer, at a rental rate of $790 per
      month. See also the disclosure included in Item 12 under the heading “Related
      Transactions.”





**ITEM
      3. LEGAL PROCEEDINGS**





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





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





Not
      applicable.





**PART
      II.**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**





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




11




**Number
      of Stockholders**





As
      of May
      31, 2006, we had 34 stockholders of record.





**Dividends**





We
      have
      not paid dividends on our common or preferred stock, and we do not anticipate
      paying dividends on our common or preferred stock at any time in the foreseeable
      future. We currently anticipate that we will retain any earnings for use in
      developing our business. Any determination to pay dividends 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.





**Recent
      Sales of Unregistered Securities**





During
      2005, we issued the following securities 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
      or
      Regulation D promulgated by the Securities and Exchange Commission, which we
      refer to as the SEC, under the Securities Act.





From
      October 10, 2005 to December 20, 2005, we sold 69,615 restricted shares of
      our
      common stock to nine accredited investors at $4.50 per share for aggregate
      proceeds of $313,250. Investors in this private placement also received
      piggy-back registration rights. No commissions or finders’ fees were paid in
      connection with this private placement.





On
      November 23, 2005, we agreed to issue to each of two advisory board members
      3,333 shares of our common stock that were valued at approximately $15,000
      per
      member and warrants to purchase 33,333 shares of our common stock at an exercise
      price of $4.50 per share. The warrants vest immediately and expire on November
      22, 2010. These issuances were made to compensate the advisory board members
      for
      their services.





On
      November 23, 2005, we granted 8,333 shares of our common stock to each of the
      three independent members of our Board of Directors as compensation for
      services. These shares were valued at approximately $37,500 per director.





On
      December 8, 2005, we agreed to issue Kenneth S. August, the principal of August
      Law Group, P.C. 5,433 shares in payment for legal fees valued at $24,450. August
      Law Group, P.C. previously acted as our legal counsel





**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





The
      following presentation of our plan of operation 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-KSB.




12




**Restatement**





Subsequent
      to the issuance of the Company's financial statements as of and for the year
      ended December 31, 2005, and for the period July 25, 2001 (inception) to
      December 31, 2005, the Company determined that certain transactions and
      presentation in the financial statements had not been accounted for properly
      in
      the Company's financial statements. Specifically, the amount of marketing
      expense related to nonforfeitable common stock issued for media services to
      Global Media Fund LLC effective October 1, 2005 was originally deferred as
      a
      prepaid expense, and the Company determined it was more appropriate to expense
      the value of the shares when issued.





The
      Company has restated its financial statements for these adjustments as of
      December 31, 2005 and for the period July 25, 2001 (inception) to December
      31,
      2005. The effects of these corrections are as follows:





Balance
                Sheet
              December
                31, 2005
            
            Previously
                reported
            
            Restated
            
            Effect
                of ChangeTotal
                assets
            
            $
            2,076,024
            
            $
            2,076,024
            
            
            -Total
                liabilities
            
            
            327,800
            
            
            327,800
            
            
            -Common
                stock
            
            
            2,349
            
            
            2,349
            
            
            -Additional
                paid-in capital
            
            
            24,777,993
            
            
            24,777,993
            
            
            -Deferred
                cost of stock issued for services
            
            
            (1,008,333
            )
            
            -
            
            $
            1,008,333Accumulated
                deficit
            
            $
            (22,023,785
            )
            $
            (23,032,118
            )
            $
            (1,008,333
            )Total
                stockholders equity
            
            $
            1,748,224
            
            $
            1,748,224
            
            
            -Total
                liabilities and equity
            
            $
            2,076,024
            
            $
            2,076,024
            
            
            -





Statement
                of operations
              For
                the year ended
              December
                31, 2005
            
            Previously
                reported
            
            Restated
            
            Effect
                of changeRevenues
            
            
            -
            
            
            -Marketing
                expense
            
            $
            1,161,743
            
            $
            2,170,076
            
            $
            1,008,333Net
                loss
            
            $
            (10,590,394
            )
            $
            (11,598,727
            )
            $
            (1,008,333
            )Loss
                per share
            
            $
            (
                0.51
            )
            $
            (
                0.55
            )
            $
            (0.04
            )







Statement
                of operations
              For
                the period July 25, 2001
              (inception)
                to December 31, 2005
            
            Previously
                reported
            
            Restated
            
            Effect
                of changeRevenues
            
            
            -
            
            
            -
            
            
            -Marketing
                expense
            
            $
            1,161,743
            
            $
            2,170,076
            
            $
            1,008,333Net
                loss
            
            $
            (22,023,785
            )
            $
            (23,032,118
            )
            $
            (1,008,333
            )




13




**Plan
      of Operation**





From
      the
      commencement of our research and development activities in 2001, we have raised
      substantial equity capital to fund the development of our BEST Seafood
      Processing System. The BEST Seafood Processing System has been rebranded as
      the *iPura* *TM*  *System* and is
      for market introduction, although our other planned products still require
      additional research and development. To date, we have not generated any revenues
      and we have incurred accumulated losses of $23,032,118 and negative operating
      cash flows of $17,424,188. 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. Production has commenced on one unit of the current generation of the
      BEST Seafood Processing System, including the material handling components
      necessary for processing salmon.





During
      the next 12 months, we intend to market our products aggressively and create
      awareness of our *iPura* *TM* brand,
      the *iPura* *TM* Seafood
      Processing System and other food processing technologies. On September 30,
      2005,
      we entered into a three-year agreement with Global Media Fund, LLC, to produce
      and distribute nationally syndicated newspaper and/or radio features to over
      10,000 newspapers and 6,000 radio stations. We plan to attend various trade
      shows and industry conferences in order generate awareness of our products
      and
      food safety technologies, including the following trade shows:





·
            West
                Coast International Seafood Show


·
            Atlanta
                International Poultry Expo


·
            Brussels
                Seafood Show / Seafood Processing
                Europe


·
            Aqua
                International, Norway


·
            Boston
                Seafood Show / Seafood Processing
                America


·
            Aqua-Sur,
                Santiago, Chile


·
            Vietfish
                Vietnam


·
            Worldwide
                Food Expo


·
            China
                Seafood Expo





We
      also
      intend to participate in the following industry conferences:





·
            Institute
                of Food Technologists Expo


·
            Food
                Marketing Institute Annual Business
                Conference


·
            Food
                Safety Conference (International Association for Food
                Protection)


·
            National
                Food Policy Conference





As
      of
      December 31, 2005, we had no debt other than trade indebtedness in the ordinary
      course of business. Based on our cash balance as of December 31, 2005, we
      estimate that we will need to raise additional capital in the amount of $7
      million to cover our operating costs for fiscal year 2006 and to build two
      units
      of the *iPura* *TM* Seafood
      Processing System. If additional units are required to meet customer demand,
      we
      will need to raise additional funds. 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 aggressively exploring
      commercial and joint venture financing opportunities and relationships with
      potential processor/customers with sale and lease-back arrangements.




14




We
      plan
      to continue to pursue developing and adapting our *iPura* *TM* Seafood
      Processing System to poultry processing and developing our own proprietary
      anti-microbial solution to be used in conjunction with the *iPura* *TM* Seafood
      Processing System in the following 12 months. Anti-microbial solutions are
      scientifically engineered specifically for the product being processed (i.e.,
      cod solution, salmon solution, shrimp solution) by the BEST Seafood Processing
      System operator.





We
      believe that we have adequate plant capabilities and capacity and sufficient
      qualified personnel to achieve our planned operations over the next 12 months.
      However, an increase in the number of units of the *iPura* *TM* Seafood
      Processing System produced and installed beyond the next two units will likely
      require outsourcing of fabrication, integration and installation of the units,
      which will be supervised by our existing personnel. We will add non-technical
      support personnel as required to manage the increase in administrative
      activity.





We
      do not
      anticipate any purchase or sale of plant or significant equipment or any
      significant changes in the number of our employees in the next 12 months.
      However, an increase in the number of units of the *iPura* *TM* Seafood
      Processing System produced and installed beyond the next two units will require
      either hiring additional personnel or outsourcing the fabrication, integration
      and installation of the units.





**Results
      of Operations**





As
      discussed above, the Transaction resulted in a change of control and was treated
      as a reverse merger. Accordingly, Tech is deemed our accounting acquirer. Below,
      we discuss the results of operations of Tech for the year ended December 31,
      2005, and the year ended December 31, 2004.





**Revenues**





Since
      our
      inception and the inception of Tech, neither we nor Tech have had any revenues
      from operations. Since the inception of Tech, Tech has operated mainly as a
      research and development company.





**Liquidity
      and Capital Resources**





Historically,
      the sole source of cash for Tech has been the sale of its equity to investors.
      Although we expect to generate revenue from installing and operating two units
      of the *iPura* *TM* Seafood
      Processing System within the next 12 months, any funds generated from installing
      and operating our *iPura* *TM* Seafood
      Processing System during fiscal year 2006 are not expected to cover all of
      our
      operating expenses. In addition to cash in hand as of December 31, 2005, we
      believe that we will need approximately $7 million to cover operating expenses
      during the next 12 months, including costs for constructing two units of the *iPura* *TM* Seafood
      Processing System. However, the amount of capital required will vary depending
      on a variety of factors, many of which are beyond our control. We believe that
      commercial financing is available to construct and install our *iPura* *TM* Seafood
      Processing System, but have not identified any sources of financing. 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.




15




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. 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.





**Critical
      Accounting Policies**





***iPura*** ***TM*** ( **BEST)
      Seafood Processing System**  **-** Our
      proprietary technology for processing food products to reduce pathogens has
      been
      embodied in a mechanical, computer-controlled system constructed and installed
      in our development facility. The *iPura* *TM* Seafood
      Processing System has been internally tested by us to our satisfaction and
      is
      available for commercial application. We have made additional modifications
      to
      the current prototype and plan to build two units of the revised ***iPura*** ***TM*** Seafood
      Processing System during 2006, which will be available for installation in
      a
      customer’s existing food processing facility or as a contract-processing system
      in our facility.





We
      continue to use our prototype Seafood Processing System for testing and
      demonstrative purposes, but will not deploy this version of the Seafood
      Processing System into a customer’s facility, as the design enhancements
      mentioned above have made this prototype inappropriate for commercial
      installation. Due to these enhancements, the carrying value was deemed
      completely impaired in 2005 and was charged off to research and development
      expense in accordance with FASB Statement No 144.





The
      preparation of the financial statements in conformity with generally accepted
      accounting principles 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.





**Recent
      accounting pronouncements** -
      References to the “FASB,” “SFAS” and “SAB” herein refer to the “Financial
      Accounting Standards Board,” “Statement of Financial Accounting Standards” and
      the “SEC Staff Accounting Bulletin,” respectively. In December 2004 the FASB
      issued SFAS No. 123(R) which revised SFAS No. 123 to require a public entity
      to
      measure the cost of employee services received in exchange for an award of
      equity instruments based on the grant-date fair value of the award (with limited
      exceptions). That cost will be recognized over the period during which an
      employee is required to provide service in exchange for the award--the requisite
      service period (usually the vesting period). No compensation cost is recognized
      for equity instruments for which employees do not render the requisite service.
      A public entity will initially measure the cost of employee services received
      in
      exchange for an award of liability instruments based on its current fair value;
      the fair value of that award will be re-measured subsequently at each reporting
      date through the settlement date. Changes in fair value during the requisite
      service period will be recognized as compensation cost over that period. A
      nonpublic entity may elect to measure its liability awards at their intrinsic
      value through the date of settlement. The statement is not effective for small
      business issuers until the first annual reporting period beginning after
      December 15, 2005. We will adopt the requirements of SFAS No. 123(R) beginning
      fiscal 2006.




16




In
      November 2004, the FASB issued Statement of Financial Accounting Standards
      No.
      151, “Inventory Costs.” This statement amends the guidance in ARB No. 43 Chapter
      4, Inventory Pricing, to require items such as idle facility costs, excessive
      spoilage, double freight and re- handling costs to be expenses in the current
      period, regardless if they are abnormal amounts or not. This Statement will
      become effective for us in the first quarter of 2006.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements.





**Cautionary
      Information Regarding “Forward-Looking Statements”**




This
      Annual Report on Form 10-KSB 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.




We
      note
      that a variety of factors could cause our actual results and future experiences
      to differ materially from the anticipated results or other expectations
      expressed in these forward-looking statements. The risks and uncertainties
      that
      may affect our operations, performance, development and results include, but
      are
      not limited to, the following:




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




·
            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;




17




·
            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 service contracts with food processors, the
                time it
                takes for us to enter into any of these contracts and the prices
                we are
                able to charge these customers;




·
            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;




·
            whether
                we will be able to apply our technology to products other than fish
                and
                poultry 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;




·
            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;




·
            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;




·
            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;




18




·
            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.




Forward-looking
      statements made by us are based upon a knowledge of our business and the
      environment in which we operate. However, because of the factors listed 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.







**ITEM
      7. FINANCIAL STATEMENTS**





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




**ITEM
      8. 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
      8A. 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/financial
      officer, to allow timely decisions regarding required disclosure.




19




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-KSB. Based on that evaluation, in light of the
      restatement of the Company's financial statements to correct the treatment
      of
      the stock issuances to Global Media Fund, the Chief Executive Officer and Chief
      Financial Officer have concluded that these disclosure controls and procedures
      were ineffective as of the end of the period covered by this Report.





There
      were no changes in our internal controls that occurred during our last fiscal
      quarter that have materially affected, or are reasonably likely to materially
      affect, our internal control over financial reporting. However, in light of
      the
      restatement, we are conferring with our auditors to determine if any future
      changes should be made to our disclosure controls and procedures.







**ITEM
      8B OTHER INFORMATION**





N one.





**PART
      III.**





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
      WITH
      SECTION 16(A) OF THE EXCHANGE ACT**





The
      names, ages and positions of our directors and executive officers, as of May
      31,
      2006, are set forth below. Biographical information for each of these persons
      also is presented below:





Name
            
            Age
            
            Position
                HeldJames
                Bouskos
            
            57
            
            Chairman
                of BoardKeith
                Meeks
            
            45
            
            President
                and Chief Executive OfficerMark
                Terry
            
            45
            
            Chief
                Technology Officer and DirectorMarshall
                F. Sparks
            
            65
            
            Chief
                Financial Officer, Secretary and TreasurerStephen
                J. Fryer
            
            68
            
            DirectorGary
                L. Nielsen
            
            63
            
            DirectorArthur
                C. Agnos
            
            67
            
            Director




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




20




**James
      Bouskos**  **-
      Chairman of the Board**





Mr.
      James
      Bouskos currently serves as the Chairman of our Board of Directors and also
      serves on our executive sales team. He was appointed to these positions in
      August 2005 in connection with the Transaction. He joined Tech in December
      2004,
      when he was appointed the Chairman of Tech’s Board of Directors. From January
      2000 to September 2004, Mr. Bouskos operated Bouskos Consulting, a business
      consulting firm that served real estate developers, restaurants, retailers,
      corporations, including high technology and biotechnology companies, and other
      businesses. In 1988, Mr. Bouskos was appointed by the Mayor of San Francisco
      to
      the San Francisco Port Commission, which oversees the maritime, commercial
      and
      public operations of San Francisco’s waterfront. He served as both the Vice
      President and President of the Port Commission until his retirement from the
      Port Commission in 1992. Mr. Bouskos attended Foothill College and California
      State University Fresno, where he majored in English Literature.





**Keith
      Meeks - 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 in connection with the Transaction. He also
      serves as the President and is 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.





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.





**Mark
      Terry**  **-
      Chief Technology Officer and Director**





Mr.
      Mark
      Terry currently serves as our Chief Technology Officer and Director, positions
      he was appointed to in August 2005 in connection with the Transaction. He is
      the
      original founder of Tech and the inventor of our proprietary technology and
      food
      processing system. From August 2001 to August 2005, Mr. Terry served as the
      Chief Technology Officer, Chief Operating Officer and Director of Tech. From
      August 2000 to July 2001, he was a managing member of Global Food Technologies,
      LLC, the predecessor of Tech. He is the inventor of all of our current patents,
      including our patent that is used in our BEST Seafood Processing System and
      BEST
      Poultry Processing System, as well as those currently in the pending process.
      Mr. Terry attended Montana State University, San Jose State University and
      LaSalle University, where he studied mechanical engineering, mathematical
      science, statistical analysis and chemical engineering.




21




**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 in connection with
      the
      Transaction. 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 in connection with the Transaction. 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 has been a managing partner of SC Capital Partners, LLC,
      an investment banking and financial advisory company, since July 2005. 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 company formerly 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, a position he was appointed
      to in August 2005 in connection with the Transaction. 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. 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 the manager of the
      Phoenix office of KPMG Peat Marwick 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.




22




**Arthur
      C. Agno** **s
      - Director**





Mr.
      Arthur C. Agnos currently serves as one of our Directors, a position he was
      appointed to in August 2005 in connection with the Transaction. Mr. Agnos also
      serves on the Board of Directors of Countrywide Treasury Bank, a subsidiary
      of
      Countrywide Credit Industries headquartered in Calabasas, California, a position
      he has held since June 2001. 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. ****





**Term
      of Office**





Our
      directors are elected for a one-year term 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, 2005, our Board of Directors held six
      meetings.





Our
      Board
      of Directors has established three committees: an Executive Committee, an Audit
      Committee and a Compensation Committee. As of May 31, 2006, these committees
      were comprised as follows:





Executive
                Committee:
            James
                Bouskos (Committee Chairman)
              Mark
                Terry
              Stephen
                J. FryerAudit
                Committee:
            Gary
                L. Nielsen (Committee Chairman),
              (Audit
                Committee Financial Expert)
              Stephen
                J. Fryer
              Arthur
                C. AgnosCompensation
                Committee:
            Arthur
                C. Agnos (Committee Chairman)
              Gary
                L. Nielsen
              Stephen
                J. Fryer




23




As
      of May
      31, 2006, Stephen J. Fryer, Gary L. Nielsen and Arthur C. Agnos are independent
      directors. The Board of Directors has determined that Mr. Nielsen is an “audit
      committee financial expert” within the meaning of Item 401(e)(2) of Regulation
      S-B.





**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, 2005, 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: Each of Messrs. Bouskos, Nielsen and Terry failed to file a Form
      3;
      each of Messrs. Agnos, Fryer, Sparks and Meeks filed a late Form 3; each of
      Messrs. Agnos and Fryer filed a late Form 4, and Mr. Nielsen failed to file
      a
      Form 4, reporting the acquisition of 8,333 shares of our common stock.





**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 attached as an exhibit to our Annual Report on Form 10-KSB
      and is also 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 described in Item 406(b) of Regulation S-B.





**ITEM
      10. EXECUTIVE COMPENSATION**





**Executive
      Compensation**





At
      the
      end of December 31, 2004, Mr. James Cassidy was our only executive officer
      and
      director, and he did not receive any compensation for his services rendered
      to
      us, nor had he received any compensation from us in the past. Mr. Cassidy did
      not accrue any compensation pursuant to any agreement with us. In addition,
      we
      have not adopted any retirement, pension, profit sharing, stock option or
      insurance programs or other similar programs for the benefit of our employees.





As
      a
      result of the Transaction, the executive officers and directors of Tech were
      appointed to positions with us. The following table sets forth compensation
      information for services rendered by persons who served as our Chief Executive
      Officer in fiscal 2005 and our named executive officers in all capacities to
      Tech and on Tech’s behalf during the last three completed fiscal
      years.




24


**SUMMARY
        COMPENSATION TABLE (1)**




Annual
              Compensation
            
            Long-Term
                CompensationName
                and Principal Position
            
            Year
            
            Salary
            
            Bonus
            
            Other
                Annual
              Compensation
              (3)
            
            All
              Other
              CompensationJames
                Bouskos
            
            
            2005
            
            $
            68,779
            
            
            --
            
            $
            3,200
            
            
            --Chief
                Executive
            
            
            2004
            
            
            --
            
            
            --
            
            
            --
            
            
            --Officer(2)
            
            
            2003
            
            
            --
            
            
            --
            
            
            --
            
            
            --Keith
                Meeks
            
            
            2005
            
            $
            137,379
            
            
            --
            
            $
            9,295
            
            
            --President
                and
            
            
            2004
            
            $
            59,960
            
            
            --
            
            $
            5,422
            
            
            --Chief
                Executive
            
            
            2003
            
            $
            97,750
            
            
            --
            
            
            --
            
            
            --Officer
            
            
            
            
            
            
            
            
            
            
            
            --Mark
                Terry
            
            
            2005
            
            $
            206,250
            
            
            --
            
            $
            10,279
            
            
            --Chief
                Technology
            
            
            2004
            
            $
            167,500
            
            
            --
            
            $
            5,996
            
            
            --Officer
            
            
            2003
            
            $
            212,390
            
            
            --
            
            
            --
            
            
            --Stephen
                J. Fryer(4)
            
            
            2005
            
            $
            53,080
            
            
            --
            
            
            --
            
            
            --Interim
                Chief Executive Officer
            
            
            2004
            
            $
            60,000
            
            
            --
            
            
            --
            
            
            --2003
            
            $
            15,000
            
            
            --
            
            
            --
            
            
            --




(1)
            Because Tech is deemed our accounting acquirer,
              and we
              have adopted Tech’s business plan, we are providing summary compensation
              information relating to Tech. Prior to the Asset Purchase Agreement
              entered into with Tech in August 2005, we did not pay any compensation
              to
              any of our officers or directors.


(2)
            James
                Bouskos was our Chief Executive Officer from April 2005 to August
                2005
                when this position was assumed by Keith Meeks. Mr. Bouskos currently
                serves as our Chairman of the Board.


(3)
            Other
                Annual Compensation represents payments made on leased vehicles provided
                to these three officers.


(4)
            Mr.
                Fryer served as interim Chief Executive Officer from January 1, 2005
                to
                February 15, 2005. In fiscal years 2003 and 2004, Mr. Fryer was not
                an
                employee of Tech and all compensation received by Mr. Fryer during
                fiscal
                years 2003 and 2004 was for consulting services. He currently serves
                on
                our Board of Directors.




25




**Stock
      Option Grants**





We
      have
      not adopted a stock option plan or any other equity-based compensation plan
      for
      the benefit of our employees, and accordingly, no stock options were granted
      to
      persons serving as our Chief Executive Officer or our named executive officers
      during the fiscal year ended December 31, 2005.





**Employment
      Agreements**





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





**Director
      Compensation**





Our
      independent directors are entitled to receive the following
      compensation:





·
            $25,000
                annual retainer fee


·
            $1,000
                per Board meeting attended


·
            $4,000
                per year per committee chairmanship


·
            Restricted
                stock grant of 8,333 shares of our common stock for first year of
                service,
                measured from the first meeting on August 31,
                2005




After
      the
      first year of service, independent directors are entitled to stock option grants
      in an amount to be determined by the Board of Directors.




As
      of
      December 31, 2005, our independent directors were Stephen J. Fryer, Gary L.
      Nielsen and Arthur C. Agnos. All directors are entitled to be reimbursed for
      reasonable expenses actually incurred by them in connection with their duties
      as
      directors.





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





**Equity
      Compensation Plans**





We
      currently do not have in place any equity compensation plans for the issuance
      of
      any securities.





**Beneficial
      Ownership Table**





The
      following table sets forth information concerning the number of shares of our
      common stock as of May 31, 2006, and including shares of our parent, Tech,
      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.




26




**Name
                and Address of Beneficial Owner (1)**
            
            **Number
                of Shares of Our Common Stock**
            
            **Percentage
                of Shares of Our Common Stock (2)**
            
            **Number
                of Shares of Tech**
            
            **Percentage
                of Shares of Tech (3)**James
                Bouskos
            
            
            --
            
            
            *
            
            
            970,287
            
            
            4.1
            %Keith
                Meeks
            
            
            --
            
            
            *
            
            
            796,933
            
            
            3.4
            %Mark
                Terry
            
            
            --
            
            
            *
            
            
            2,422,844
            
            
            10.3
            %Marshall
                F. Sparks
            
            
            --
            
            
            *
            
            
            133,334
            
            
            *Stephen
                J. Fryer
            
            
            8,333
            
            
            *
            
            
            299,445
            
            
            1.3
            %Gary
                L. Nielsen
            
            
            8,333
            
            
            *
            
            
            111,667
            
            
            *Arthur
                C. Agnos
            
            
            8,333
            
            
            *
            
            
            12,667
            
            
            *All
                directors and officers as a group
              (7
                individuals)
            
            
            24,999
            
            
            *
            
            
            4,767,177
            
            
            20.2
            %Global
                Food Tech, Inc. (4)
            
            
            22,943,693
            
            
            96.4
            %
            
            --
            
            
            *


*
      Less
      than one percent.





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





(2)
      The
      percentage ownership is based on 23,807,630 shares of common stock outstanding
      as of May 31, 2006.





(3)
      The
      percentage ownership is based on 23,623,997 shares of the common stock of Tech
      outstanding as of May 31, 2006.





(4)
      Mr.
      Fryer is the sole director and the President of Global Food Tech, Inc. and
      Mr.
      Sparks is the Chief Financial Officer and Secretary of Global Food Tech, Inc.
      Messrs. Fryer and Sparks share voting and dispositive powers with respect to
      our
      shares held by Global Food Tech, Inc. Each of Messrs. Fryer and Sparks expressly
      disclaims beneficial ownership of these shares. Information is based on Schedule
      13D filed by Global Food Tech, Inc. on April 13, 2006.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





**Certain
      Relationships**





Immediately
      after the Transaction, most of the directors and officers of Tech resigned
      from
      Tech and were appointed to the same positions with us. However, Stephen J.
      Fryer, one of our Directors, remains on Tech’s Board of Directors as its sole
      director, and also acts as Tech’s President. Marshall F. Sparks, our Chief
      Financial Officer, Secretary and Treasurer, also has been appointed as the
      Chief
      Financial Officer, Secretary and Treasurer of Tech. Until Mr. Fryer and Mr.
      Sparks no longer serve Tech or us in these capacities, 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.




27




**Related
      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.




On
      March
      25, 1999, prior to our acquisition of substantially all of the assets of Tech,
      we issued a total of 333,334 shares of our common stock to Pierce Mill
      Associates, Inc., which were valued at $100. Of these shares, 233,334 shares
      were subsequently surrendered by Pierce Mill and cancelled by us for no
      additional consideration in order to facilitate the Transaction, thereby leaving
      a balance of 100,000 shares of our common stock held by Pierce Mill. James
      Cassidy, our former President and Director, is the sole director and stockholder
      of Pierce Mill.





In
      2002,
      the three founding officers of Tech, Mark Terry, Keith Meeks and Mike McKinsey
      a
      person no longer involved, were advised by their patent counsel to further
      isolate the intellectual property being developed by performing the research
      and
      development effort in a separate contracting entity. The officers of Tech formed
      Foodsafe LLC, an Idaho limited liability company, and dealt with third-party
      vendors through Foodsafe’s operations. Funds were advanced by Tech as needed to
      support Foodsafe’s operations, in the amounts of $1,895,891 in 2004 and
      $2,200,266 in 2003. All intellectual property and prototypes developed were
      the
      property of Tech by virtue of the funding arrangement. This arrangement was
      terminated in November 2004 and Foodsafe LLC was disbanded. The three founding
      officers (one of whom, Mike McKinsey, is no longer associated with us) of Tech
      received incentive compensation through Foodsafe related to development progress
      on the BEST Seafood Processing System. These aggregate payments amounted to
      $305,000 in 2004 and $1,117,000 in 2003.





In
      June
      2003, Tech relocated its scientific and engineering office from the
      manufacturing facility to a separate building. The building is owned by Mark
      Terry and Keith Meeks, who were two of Tech’s founders and officers, and who
      currently serve as our officers, in the name of K&M Holdings LLC. The rental
      arrangement is on a month-to-month basis in the amount of $1,398 per month,
      which we believe represents the fair market rent. Pursuant to the Transaction,
      we assumed the lease for this facility.





In
      November 2004, Tech established an office in Newport Beach, California, to
      provide space for its Chief Financial Officer. Mike Rubel and Stephen J. Fryer
      personally leased office space co-located with Grant Bettingen Inc., our former
      investment banking firm, and allocated and rented space to Tech, Grant Bettingen
      Inc. and three other tenants. Pursuant to an oral agreement, the rental of
      the
      space is on a month-to-month basis at a rate of $790 per month. Mr. Fryer is
      our
      Director and our former interim Chief Executive Officer.





On
      August
      11, 2005, we entered into a Stock Purchase Agreement with Solvis Group, Inc.
      and
      Pierce Mill Associates, Inc., pursuant to which we issued 520,000 shares of
      our
      common stock to Solvis, which were valued at $2,340,000. Solvis received a
      controlling interest in us and therefore was able to facilitate the transactions
      contemplated by the Asset Acquisition Agreement pursuant to which we acquired
      all of the assets and liabilities of Tech. At that time, Mr. Fryer was a
      director of Dalrada Financial Corporation, which controlled Solvis, and was
      also
      one of our directors. On August 10, 2005, Solvis acquired control of us through
      its acquisition of the 520,000 shares. On August 19, 2005, we acquired the
      assets and assumed the liabilities of Tech, and Solvis became a minority
      stockholder in connection with the issuance of 22,943,693 shares to Tech. The
      Stock Purchase Agreement with Solvis has been amended to reduce the number
      of
      shares granted to Solvis to 100,000 shares, which were valued at $500,000 and
      charged to expenses as a cost of the Transaction.




28




We
      have
      retained SC Capital Partners LLC to provide advisory services and transaction
      assistance on corporate matters, financing transactions and merger and
      acquisition transactions for a period of one year, effective September 2005.
      A
      monthly retainer of $6,000 and reasonable expense reimbursement is included.
      For
      assistance in raising sub-debt mezzanine financing, SC Capital will receive
      a 3%
      success fee. For assistance in raising equity capital, SC Capital will receive
      a
      success fee of 10% of monies raised, 10% of the amount of shares issued and
      a 3%
      non-accountable expense fee. Mr. Fryer, our former interim Chief Executive
      Officer and a current member of our Board of Directors, is a principal of SC
      Capital. To date, we have only paid the amount of the retainer under this
      agreement. We have not paid any other transactional compensation.





**ITEM
      13. EXHIBITS**





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, 2005.4.1(4)
            
            Lock-Up
                Agreement dated as of December 20, 2005 between Global Food Technologies,
                Inc. and Solvis Group, Inc.4.2+(4)
            
            Form
                of Lock-Up Agreement entered into by Global Food Technologies, Inc.
                and
                its officers and directors as of December 20, 2005.10.1(2)
            
            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(3)
            
            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.




29




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(4)
            
            Lease
                Agreement dated April 6, 2001 between Parrish Realty, Inc. and Global
                Food
                Technology, Inc.10.7(4)
            
            Lease
                Agreement Addendum dated April 22, 2002 between Parrish Realty, Inc.
                and
                Global Food Technologies, Inc.24.1
            
            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
                200232.2‡
            
            Certifications
                of Chief Financial 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 August 19, 2005 as an exhibit to our Current Report on Form 8-K
                and
                incorporated herein by reference.





(3)
            Filed
                on October 6, 2005 as an exhibit to our Current Report on Form 8-K
                and
                incorporated herein by reference.





(4)
            Filed
                on July 6, 2006, as an exhibit to our Annual Report on Form 10-KSB
                and
                incorporated herein by reference.




30




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





The
      firm
      Weinberg & Company, P.A., independent auditor, has audited our financial
      statements for the years ended December 31, 2005 and 2004. The Board of
      Directors has appointed Weinberg & Company, P.A. to serve as our independent
      auditors for the 2006 year-end audit and to review our quarterly financial
      reports for filing with the SEC during fiscal year 2006.





The
      following table shows the fees billed for audit and other services provided
      by
      Weinberg & Company, P.A. for fiscal years 2005 and 2004.




2005
              
              2004Audit
                  Fees (1)
              
              $
              73,940
              
              $
              0Audit-Related
                  Fees
              
              
              0
              
              
              0Tax
                  Fees
              
              
              0
              
              
              0All
                  Other Fees(2)
              
              
              33,967
              
              
              0Total
              
              $
              107,907
              
              $
              0







(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 and audit services provided in connection with other statutory or
      regulatory filings.





(2)
      All
      Other Fees represent services in connection with SEC filings.





**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 2005 and
      2004
      were approved in accordance with the Audit Committee’s pre-approval
      policies.




31


**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:
              June
              10, 2007
            GLOBAL
              FOOD
              TECHNOLOGIES, INC.,
              a
                Delaware corporationBy:
            /s/ Keith
              MeeksName:
                Keith Meeks
              Title:
                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-KSB
      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 Executive Officer)
            
            June
                10, 2007Keith
                Meeks/s/
                James Bouskos*
            
            Chairman
                of the Board
            
            June
                  10, 2007James
                Bouskos/s/
                Marshall F. Sparks
            
            Chief
                Financial Officer, Secretary and Treasurer (Principal Financial
            
            June
                  10, 2007Marshall
                F. Sparks
            
            and Accounting
              Officer)Director
            
            _____________Mark Terry/s/
                Stephen J. Fryer*
            
            Director
            
            June
                  10, 2007Stephen
                J. Fryer/s/
                Gary L. Nielsen*
            
            Director
            
            June
                  10, 2007Gary
                L. Nielsen/s/
                Arthur C. Agnos*
            
            Director
            
            June
                  10, 2007Arthur
                C. Agnos*/s/
                Marshall F. Sparks
            
            Pursuant
                to Power of Attorney
            
            June
                  10, 2007Marshall
                F. Sparks
              Attorney-in-Fact





32




**GLOBAL
        FOOD TECHNOLOGIES, INC**
 **(FORMERLY
        BOULEVARD ACQUISITION CORPORATION)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 
 **TABLE
        OF CONTENTS**


REPORT
                    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                
                
                F-1BALANCE
                    SHEETS AS OF DECEMBER 31, 2005 AND 2004
                
                
                F-2STATEMENTS
                    OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                    AND FOR THE
                    PERIOD FROM JULY 25, 2001 (INCEPTION) THROUGH DECEMBER 31,
                    2005
                
                
                F-3STATEMENT
                    OF CHANGES IN STOCKHOLDERS’ EQUITY FROM JULY 25, 2001 (INCEPTION) TO
                    DECEMBER 31, 2005
                
                
                F-4STATEMENTS
                    OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                    AND FOR THE
                    PERIOD FROM JULY 25, 2001 (INCEPTION) TO DECEMBER 31, 2005
                
                
                F-5NOTES
                    TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005 AND 2004
                
                
                F-6





REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM














To
      the
      Board of Directors and Stockholders of


Global
      Food Technologies, Inc.







We
      have
      audited the accompanying balance sheets of Global Food Technologies, Inc.
      (formerly Boulevard Acquisition Corporation) as of December 31, 2005 and 2004
      and the related statements of operations, stockholders’ equity and cash flows
      for the years ended December 31, 2005 and 2004 and from July 25, 2001
      (Inception) to December 31, 2005. These financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audits.




We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance whether the financial
      statements are free of material misstatement. 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 financial statements referred to above present fairly, in all
      material respects, the financial position of Global Food Technologies, Inc.
      as
      at December 31, 2005 and 2004 and the results of its operations and its cash
      flows for the years ended December 31, 2005 and 2004 and for the period July
      25,
      2001 (Inception) to December 31, 2005, in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company has had a net loss $23,032,118 and negative cash flow
      from operations of $17,424,188 since inception. 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.





As
      discussed in Note 2, the financial statements for the year ended December 31,
      2005 and from July 25, 2001 (Inception) to December 31, 2005 have been restated.





Weinberg
      & Company, P.A.


/s/
      Weinberg & Company, P.A.




Los
      Angeles, California




May
      2,
      2006, except for Note 2, as to which the date is May 18, 2007




F-1




**GLOBAL
      FOOD TECHNOLOGIES, INC.**


**(FORMERLY
      BOULEVARD ACQUISITION CORPORATION)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEETS**





**ASSETS**
            
            **December
                31,****2005**
              (RESTATED)
            
            **December
                31**
              **2004****CURRENT
                ASSETS**Cash
            
            $
            1,671,700
            
            $
            126,079Prepaid
                expenses
            
            
            152,018
            
            
            252,118Total
                Current Assets
            
            
            1,823,718
            
            
            378,197**FIXED
                ASSETS**Laboratory
                equipment
            
            
            500,941
            
            
            479,955Furniture
                and fixtures
            
            
            67,986
            
            
            38,105Total
            
            
            568,927
            
            
            518,060Less
                accumulated depreciation
            
            
            (328,121
            )
            
            (224,509
            )Fixed
                assets - net
            
            
            240,806
            
            
            293,551**BEST
                SYSTEM**
            
            
            -
            
            
            3,157,111**OTHER
                ASSET,**Deposit
            
            
            11,500
            
            
            9,000**TOTAL
                ASSETS**
            
            $
            2,076,024
            
            $
            3,837,859





**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            248,856
            
            $
            31,358Accrued
                liabilities
            
            
            78,944
            
            
            302,187Total
                Current Liabilities
            
            
            327,800
            
            
            333,545**REDEEMABLE
                SERIES A PREFERRED STOCK**
            
            
            -
            
            
            2,713,006**TOTAL
                LIABILITIES**
            
            
            327,800
            
            
            3,046,551**COMMITMENTS
                AND CONTINGENCIES****STOCKHOLDERS’
                EQUITY**Preferred
                Stock, $.0001 par value, 20,000,000 shares
              authorized,
                none outstanding
            
            
            -
            
            
            -Common
                Stock, $.0001 par value, 100,000,000 sharesauthorized,
                23,496,219 and 18,835,048 shares outstanding respectively
            
            
            2,349
            
            
            1,884Additional
                paid-in capital
            
            
            24,777,993
            
            
            12,222,815Deficit
                accumulated during development stage
            
            
            (23,032,118
            )
            
            (11,433,391
            )Total
                Stockholders’ Equity
            
            
            1,748,224
            
            
            791,308**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            2,076,024
            
            $
            3,837,859






See
      accompanying notes to financial statements


F-2


**GLOBAL
      FOOD TECHNOLOGIES, INC.**


**(FORMERLY
      BOULEVARD ACQUISITION CORPORATION)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**





**For
                The**
              **Year
                Ended**
              **December
                31,**
              **2005**
              (RESTATED)
            
            **For
                The**
              **Year
                Ended****December
                31,**
              **2004**
            
            **For
                the Period From July 25, 2001 (Inception) To December 31,
                2005**
              (RESTATED)Revenues
            
            $
            -
            
            $
            -
            
            $
            -ExpensesMarketing
                expense
            
            
            2,170,076
            
            
            -
            
            
            2,170,076General
                and administrativeexpense
            
            
            1,643,056
            
            
            1,351,668
            
            
            4,625,406Research
                and development costsPaid
                to third parties
            
            
            4,074,872
            
            
            870,429
            
            
            10,787,433Paid
                to related parties
            
            
            -
            
            
            305,000
            
            
            1,422,000Impairment
                of the BEST system
            
            
            3,157,111
            
            
            -
            
            
            3,157,111Depreciation
            
            
            103,612
            
            
            99,689
            
            
            328,122Interest
                expense
            
            
            -
            
            
            -
            
            
            91,970Merger
                related costs
            
            
            450,000
            
            
            -
            
            
            450,000Total
                Expenses
            
            
            11,598,727
            
            
            2,626,786
            
            
            23,032,118**NET
                LOSS**
            
            $
            (11,598,727
            )
            $
            (2,626,786
            )
            $
            (23,032,118
            )Loss
                per Share, basic and diluted
            
            $
            (0.55
            )
            $
            (0.14
            )Weighted
                average shares, basic and diluted
            
            
            20,961,181
            
            
            18,325,768





See
      accompanying notes to financial statements




F-3




**GLOBAL
      FOOD TECHNOLOGIES, INC.**


**(FORMERLY
      BOULEVARD ACQUISITION CORPORATION)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY**


**FOR
      THE PERIOD FROM JULY 25, 2001 (INCEPTION) TO DECEMBER 31,
      2005**





(RESTATED)




Common
                Stock
            
            Additional
              Paid-in
            
            Deficit
              Accumulated
              During
                the
              Development
            
            Total
              StockholdersShares
            
            Amount
            
            Capital
            
            Stage
            
            EquityIssuance
                to founders at inception, at par
            
            
            10,333,333
            
            $
            1,033
            
            $
            (1,002
            )
            $
            
            
            $
            31Sales
                for cash
            
            
            298,706
            
            
            30
            
            
            154,008
            
            
            
            
            
            154,038Premium
                on preferred stock
            
            
            
            
            
            
            
            
            (200,800
            )
            
            
            
            
            (200,800
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (
                957,269
            )
            
            (957,269
            )Balance,
                December 31,2001
            
            
            10,632,039
            
            
            1,063
            
            
            (47,794
            )
            
            (957,269
            )
            
            (1,004,000
            )Sales
                for cash
            
            
            4,848,575
            
            
            485
            
            
            4,308,374
            
            
            
            
            
            4,308,859Premium
                on preferred stock
            
            
            
            
            
            
            
            
            (12,500
            )
            
            
            
            
            (12,500
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (3,584,307
            )
            
            (3,584,307
            )Balance,
                December 31, 2002
            
            
            15,480,614
            
            
            1,548
            
            
            4,248,080
            
            
            (4,541,576
            )
            
            (291,948
            )Sales
                for cash
            
            
            2,155,353
            
            
            216
            
            
            3,865,864
            
            
            
            
            
            3,866,080Premium
                on preferred stock
            
            
            
            
            
            
            
            
            (291,800
            )
            
            
            
            
            (291,800
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (4,265,029
            )
            
            (4,265,029
            )Balance,
                December 31, 2003
            
            
            17,635,967
            
            
            1,764
            
            
            7,822,144
            
            
            (8,806,605
            )
            
            (982,697
            )Sales
                for cash
            
            
            1,199,081
            
            
            120
            
            
            4,434,772
            
            
            
            
            
            4,434,892Premium
                on preferred stock
            
            
            
            
            
            
            
            
            (37,501
            )
            
            
            
            
            (37,501
            )Fair
                value of warrants issued for services
            
            
            
            
            
            
            
            
            3,400
            
            
            
            
            
            3,400Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (2,626,786
            )
            
            (2,626,786
            )Balance,
                December 31, 2004
            
            
            18,835,048
            
            
            1,884
            
            
            12,222,815
            
            
            (11,433,391
            )
            
            791,308Sales
                for cash
            
            
            1,732,220
            
            
            173
            
            
            7,943,948
            
            
            
            
            
            7,944,121Premium
                on preferred stock
            
            
            
            
            
            
            
            
            (271,123
            )
            
            
            
            
            (271,123
            )Fair
                value of warrants issued for services
            
            
            
            
            
            
            
            
            21,825
            
            
            
            
            
            21,825Stock
                issued for services
            
            
            82,598
            
            
            8
            
            
            371,683
            
            
            
            
            
            371,691Conversion
                of preferred stock
            
            
            2,400,540
            
            
            240
            
            
            2,938,879
            
            
            
            
            
            2,939,119Stock
                transferred in consummation of merger
            
            
            100,000
            
            
            10
            
            
            
            
            
            
            
            
            10Stock
                issued for merger related costs
            
            
            100,000
            
            
            10
            
            
            449,990
            
            
            
            
            
            450,000Stock
                issued to round up split
            
            
            1,369Stock
                issued for media contract
            
            
            244,444
            
            
            24
            
            
            1,099,976
            
            
            
            
            
            1,100,000Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            (11,598,727
            )
            
            (11,598,727
            )Restated
                balance, December 31, 2005
            
            
            23,496,219
            
            $
            2,349
            
            $
            24,777,993
            
            $
            (23,032,118
            )
            $
            1,748,224






See
      accompanying notes to financial statements




F-4




**GLOBAL
      FOOD TECHNOLOGIES, INC.**


**(FORMERLY
      BOULEVARD ACQUISITION CORPORATION)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS**





**For
                The Year Ended December 31, 2005**
              (RESTATED)
            
            **For
                The Year Ended December 31, 2004**
            
            **For
                The Period From July 25, 2001 (Inception) To December 31,
                2005**
              (RESTATED)**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                Loss
            
            $
            (11,598,727
            )
            $
            (2,626,786
            )
            $
            (23,032,118
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
            
            
            103,612
            
            
            99,689
            
            
            328,120Impairment
                of the BEST system
            
            
            3,157,111
            
            
            
            
            
            3,157,111Merger
                related costs
            
            
            450,000
            
            
            
            
            
            450,000Fair
                value of warrants issued for services
            
            
            21,825
            
            
            3,400
            
            
            25,224Stock
                issued for services
            
            
            371,691
            
            
            
            
            
            371,691Stock
                issued for media services
            
            
            1,100,000
            
            
            
            
            
            1,100,000Changes
                in assets and liabilities:Change
                in prepaid expenses
            
            
            100,098
            
            
            (109,077
            )
            
            (152,018
            )Change
                in current liabilities
            
            
            (5,743
            )
            
            255,997
            
            
            327,802Cash
                used in Operating Activities
            
            
            (6,300,133
            )
            
            (2,376,777
            )
            
            (17,424,188
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Increase
                in BEST system
            
            
            
            
            
            (2,468,454
            )
            
            (3,157,111
            )Increase
                in property
            
            
            (50,867
            )
            
            (35,150
            )
            
            (568,927
            )Increase
                in deposits
            
            
            (2,500
            )
            
            
            
            
            (11,500
            )Cash
                used in Investing Activities
            
            
            (53,367
            )
            
            (2,503,604
            )
            
            (3,737,538
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Redemption
                of Series A preferred stock
            
            
            (45,000
            )
            
            
            
            
            (45,000
            )Sale
                of redeemable Series A preferred stock
            
            
            
            
            
            150,000
            
            
            2,170,405Sale
                of common stock
            
            
            7,944,121
            
            
            4,434,892
            
            
            20,708,021Net
                Cash Provided By Financing Activities
            
            
            7,899,121
            
            
            4,584,892
            
            
            22,833,426**(DECREASE)
                INCREASE IN CASH**
            
            
            1,545,621
            
            
            (295,489
            )
            
            1,671,700CASH
                - BEGINNING OF PERIOD
            
            
            126,079
            
            
            421,568
            
            
            -**CASH
                - END OF PERIOD**
            
            $
            1,671,700
            
            $
            126,079
            
            $
            1,671,700**SUPPLEMENTAL
                DISCLOSURES**Interest
                included in operating activities
            
            $
            -
            
            $
            -
            
            $
            91,970Noncash
                financing transactionsAccretion
                of redemption value of preferred stock
            
            $
            271,123
            
            $
            37,501
            
            $
            813,724Conversion
                of Series A preferred stock to common stock
            
            $
            2,939,119Stock
                transferred in consummation of merger
            
            $
            10






See
      accompanying notes to financial statements




F-5




**GLOBAL
      FOOD TECHNOLOGIES, INC.**


**(FORMERLY
      BOULEVARD ACQUISITION CORPORATION)**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**AS
      OF DECEMBER 31, 2005 AND 2004**








**1.** **Description
      and nature of the business, organization and basis of
      presentation**





Global
      Food Technologies, Inc. (“the Company”, “we”or“us”) is a biotechnology company
      focused on food safety processes for the food processing industry dedicated
      to
      using its proprietary scientific processes to substantially increase the shelf
      life of commercially packaged seafood, poultry and meat, and to make those
      products safer for human consumption. We have applied the research and
      technology developed over the prior four years into the “BEST” food processing
      system now renamed the *iPuraTM
      System* .
      We have
      had no revenues to date and thus continue operations in the development stage.
      Our ability to generate revenue from the *iPuraTM* system
      will depend, among other things, on our ability to demonstrate the merits of
      the *iPuraTM* system
      and develop markets and alliances to penetrate those markets.





**(a)
      Organization**





Boulevard
      Acquisition Corporation, a Delaware corporation (“BAC”), was incorporated on
      March 24, 1999 to serve as a vehicle to effect a merger, exchange of capital
      stock, asset acquisition or other business combination with a private business.
      The Company’s fiscal year is December 31.




On
      August
      19, 2005, BAC entered into an Asset Acquisition Agreement with Global Food
      Technologies, Inc., a privately held Delaware corporation (“Tech”), and Solvis
      Group, Inc., a Delaware corporation, whereby BAC agreed to acquire all of the
      assets and properties subject to all claims, liabilities and obligations of
      Tech
      in exchange for the issuance to Tech of 22,943,693 shares of common stock of
      BAC, representing approximately ninety-seven percent (97%), of BAC’s issued and
      outstanding capital stock. BAC initially issued Solvis Group, Inc. 520,000
      shares as consideration for facilitating the merger, with the fair value of
      the
      shares, $2,340,000, being charged to expense as a cost of the merger. This
      agreement was amended in April 2006 and the transaction restated to reduce
      the
      shares issued to Solvis Group, Inc. from 520,000 shares to 100,000 shares,
      reducing the facilitation fee to $450,000 based on the fair value of $4.50
      per
      share and increasing the percentage of shares received by Tech to
      99.1%.




The
      acquisition has been accounted for as a reverse merger (recapitalization) with
      Tech being deemed the accounting acquirer and BAC being deemed the legal
      acquirer. Accordingly, the historical financial information presented in the
      financial statements is that of Tech (since July 25, 2001, date of Tech’s
      inception) as adjusted to give effect to any difference in the par value of
      the
      issuer's and the accounting acquirer stock with an offset to additional paid
      in
      capital. The basis of the assets and liabilities of Tech, the accounting
      acquirer, have been carried over in the recapitalization. Subsequent to the
      acquisition, the BAC changed its name to Global Food Technologies,
      Inc.







**(b)
      Going concern**





We
      are
      currently a development stage enterprise. All loses accumulated since the
      inception of business have been considered as part of our development stage
      activities.





The
      accompanying financial statements have been prepared on the basis that we 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,
      we have been engaged in product development and pre-operational activities.
      No
      revenue has been generated and we have incurred accumulated losses and negative
      operating cash flows of $23,032,118 and $17,424,188 respectively as of December
      31, 2005. Continuation of our existence is dependant on our ability to raise
      additional capital and achieve sustained profitable operations. The uncertainty
      related to these conditions raises substantial doubt about our ability to
      continue as a going concern. The accompanying financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.




F-6




Historically,
      the sole source of cash for Tech has been the sale of its equity to investors.
      Although we expect to generate revenue from installing and operating the BEST
      food processing systems within the next 12 months, any funds generated from
      installing and operating our *iPuraTM* food
      processing systems during fiscal year 2006 are not expected to cover all of
      our
      operating expenses. In addition to cash in hand as of December 31, 2005, we
      believe that we will need approximately $7 million to cover operating expenses
      during the next twelve months, including costs for the construction of two *iPuraTM* food
      processing systems. 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.





**2.
      Restatement**





Subsequent
      to the issuance of the Company's financial statements as of and for the year
      ended December 31, 2005, and for the period July 25, 2001 (inception) to
      December 31, 2005, the Company determined that certain transactions and
      presentation in the financial statements had not been accounted for properly
      in
      the Company's financial statements. Specifically, the amount of marketing
      expense related to nonforfeitable common stock issued for media services to
      Global Media Fund LLC effective October 1, 2005 was originally deferred as
      a
      prepaid expense, and the Company determined it was more appropriate to expense
      the value of the shares when issued.





The
      Company has restated its financial statements for these adjustments as of
      December 31, 2005 and for the period July 25, 2001 (inception) to December
      31,
      2005. The effects of these corrections are as follows:





Balance
                Sheet
              December
                31, 2005
            
            Previously
                reported
            
            Restated
            
            Effect
                of ChangeTotal
                assets
            
            $
            2,076,024
            
            $
            2,076,024
            
            
            -Total
                liabilities
            
            $
            327,800
            
            $
            327,800
            
            
            -Common
                stock
            
            $
            2,349
            
            $
            2,349
            
            
            -Additional
                paid-in capital
            
            $
            24,777,993
            
            $
            24,777,993
            
            
            -Deferred
                cost of stock issued for services
            
            $
            (1,008,333
            )
            $
            -
            
            $
            1,008,333Accumulated
                deficit
            
            $
            (22,023,785
            )
            $
            (23,032,118
            )
            $
            (1,008,333
            )Total
                stockholders equity
            
            $
            1,748,224
            
            $
            1,748,224
            
            
            -Total
                liabilities and equity
            
            $
            2,076,024
            
            $
            2,076,024
            
            
            -





Statement
                of operations
              For
                the year ended
              December
                31, 2005
            
            Previously
                reported
            
            Restated
            
            Effect
                of changeRevenues
            
            
            -
            
            
            -Marketing
                expense
            
            $
            1,161,743
            
            $
            2,170,076
            
            $
            1,008,333Net
                loss
            
            $
            (10,590,394
            )
            $
            (11,598,727
            )
            $
            (1,008,333
            )Loss
                per share
            
            $
            (0.51
            )
            $
            (0.55
            )
            $
            (0.04
            )







Statement
                of operations
              For
                the period July 25, 2001
              (inception)
                to December 31, 2005
            
            Previously
                reported
            
            Restated
            
            Effect
                of changeRevenues
            
            
            -
            
            
            -
            
            
            -Marketing
                expense
            
            $
            1,161,743
            
            $
            2,170,076
            
            $
            1,008,333Net
                loss
            
            $
            (22,023,785
            )
            $
            (23,032,118
            )
            $
            (1,008,333
            )




F-7




**3.** **Summary
      of significant accounting policies**





**Use
      of Estimates** - The
      preparation of the financial statements in conformity with generally accepted
      accounting principles 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.





**BEST
      Seafood Processing System -** The
      BEST
      Seafood Processing System, the physical embodiment of our food processing
      technology, was completed, tested and available for commercial application
      (in a
      previous generation design) in 2004 and was capitalized on the Balance Sheet
      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
      the
      current model was deemed inappropriate for installation in a customer’s
      processing facility. As a result, the carrying value of the asset was deemed
      impaired in 2005 and was written off. A new model, the *iPuraTM
      System,* is
      being
      constructed with increased capacity and simplified operating and maintenance
      parameters. Design, testing and support costs incurred on this model through
      December 31, 2005 have been included in research and development
      costs.





Future
      models of the *iPuraTM* food
      processing system will be long lived assets capitalized at their identifiable
      construction cost. They will be placed in service under contract at a customer’s
      plant, recorded as a fixed asset and be depreciated over their expected 10
      year
      technological life.





**Property
      and Equipment and Depreciation** -
      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.





**Long-lived
      Assets** - We
      account for the impairment and disposition of long-lived assets in accordance
      with Statement of Financial Accounting Standards No. 144 (“SFAS 144”),
“Accounting for the Impairment or Disposal of Long-Lived Assets.” In accordance
      with SFAS No. 144, the long lived assets are to be held and reviewed for events
      or changes on circumstances that indicate that their carrying value may not
      be
      recoverable. We periodically review the carrying value of long lived assets
      to
      determine whether or not an impairment to such value has incurred. The BEST
      Seafood Processing System asset was physically reconfigured for operational
      efficiency in 2005. The total capitalized cost of the BEST Seafood Processing
      System was considered impaired in 2005 and was written off. No other impairments
      were recorded during the period from June 25, 2001 (the date of Tech’s
      inception) through December 31, 2005.





**Concentration
      of Credit Risk** - We
      place our cash with high quality financial institutions, and at times may exceed
      the Federal Deposit Insurance Corporation $100,000 insurance limit.





**Income
      Taxes** - We
      account for income taxes under the Financial Accounting Standards Board of
      Financial Accounting Standards No. 109, “Accounting for Income Taxes”
(“Statement 109”). 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
      Statement 109, 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. There were no current or deferred income tax expense or benefits due
      to
      our not having any material operations for the period ending December 31, 2005
      and 2004.





**Fair
      Value of Financial Instruments** - The
      carrying amounts of our financial instruments, including cash, accounts payable
      and accrued liabilities, approximate their fair value as of December 31, 2005
      and 2004.





**Advertising
      Expenses -** Advertising
      costs are expensed currently as they are billed from vendors. Advertising
      expenses included in marketing expenses were $144,995 in 2005 and $25,123 in
      2004.





**Loss
      Per Share** -
      Statement of Financial Accounting Standards No. 128, “Earnings per Share”,
      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.




F-8




The
      2,122,336 stock purchase warrants outstanding at December 31, 2005 were not
      used
      in the computation of loss per share as their effect would be
      antidilutive.





**Recent
      Accounting Pronouncements**


In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
      123 (revised 2004), “Share Based Payment” (“SFAS 123R”), a revision to SFAS No.
      123, “Accounting for Stock-Based Compensation”. SFAS 123R supercedes Accounting
      Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”, and
      amends SFAS No. 95, “Statement of Cash Flows”. SFAS 123R requires that we
      measure the cost of employee services received in exchange for equity awards
      based on the grant date fair value of the awards. The cost will be recognized
      as
      compensation expense over the vesting period of the awards. We are a small
      business issuer, and therefore are required to adopt SFAS 123R as of the first
      interim or annual reporting period of the first fiscal year that begins on
      or
      after December 15, 2005. Under this method, we will begin recognizing
      compensation cost for equity-based compensation for all new or modified grants
      after the date of adoption. In addition, we will recognize the unvested portion
      of the grant date fair value of awards issued prior to adoption based on the
      fair values previously calculated for disclosure purposes over the remaining
      vesting period of the outstanding options and warrants. The adoption of SFAS
      123R will not have a material effect on our financial statement presentation
      and
      disclosures.





In
      March
      2005, the Securities and Exchange Commission Office of the Chief Accountant
      and
      its Division of Corporate Finance released Financial Accounting Bulletin No.
      107, “Share-Based Payment” (SAB 107). SAB 107 provides interpretive guidance
      related to the interaction between Statement of Financial Accounting Standards
      No. 123R “Shared Based Payment” (SFAS 123R) and certain SEC rules and
      regulations. SAB 107 provides the staff’s views regarding the valuation of
      shared-based payment arrangements for public companies and stresses the
      importance of including appropriate disclosures within SEC filings, particularly
      during the transition to SFAS 123R.





In
      December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets,
      an amendment to APB Opinion No. 29” (“SFAS 153”). SFAS 153 amends Accounting
      Principles Board Opinion No. 29, “Accounting for Nonmonetary Transactions”, to
      require that exchanges of nonmonetary assets be measured and accounted for
      at
      fair value, rather than at carryover basis, of the assets exchanged. Nonmonetary
      exchanges that lack commercial substance are exempt from this requirement.
      SFAS
      153 is effective for nonmonetary exchanges entered into in fiscal periods
      beginning after September 15, 2005. We do not routinely enter into nonmonetary
      exchanges. Accordingly, we do not expect that the adoption of SFAS 153 will
      have
      a significant effect on our financial statement presentation or disclosures.





In
      May
      2005, the FASB issued Statement No. 154 (“ SFAS 154”) “Accounting
      Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB
      Statement No. 3.” SFAS 154 changes the requirements for the accounting for and
      reporting of a change in accounting principle. APB Opinion 20 previously
      required that most voluntary changes in accounting principle be recognized
      by
      including in net income of the period of the change the cumulative effect of
      changing to the new accounting principle. SFAS 154 requires retrospective
      application to prior periods' financial statements of changes in accounting
      principle, unless it is impracticable to determine either the period-specific
      effects or the cumulative effect of the change. In the event of such
      impracticality, SFAS 154 provides for other means of application. If the Company
      changes accounting principles, it will evaluate the impact of SFAS 154.








**4.** **Redeemable
      Preferred Stock**





We
      are
      authorized to issue Twenty Million (20,000,000) shares of Preferred Stock with
      a
      par value of $.0001. In 2001, Eight Million (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 2004, 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
      our Common Stock. There is no Preferred Stock outstanding as of December
      31,2005.





The
      redemption feature required a demand by a shareholder of Series A Preferred
      Stock of sixty (60) days notice prior to the end of the calendar year for all
      or
      a portion of the Series A Preferred Stock held at redemption premiums of 125%
      in
      2004, 150% in 2005 and 175% in 2006. The premium applied to the original
      issuance price. The redemption provision expired on January 1, 2007 and any
      unredeemed Series A Preferred Stock would automatically be converted to Common
      Stock at that time.




F-9




We
      accreted the redemption value over the period on a straight-line basis with
      a
      charge to additional paid in capital and a credit to redeemable Series A
      Preferred Stock. The Series A Preferred Stock was originally classified as
      a
      liability and not in Stockholders’ equity on our historical balance sheets prior
      to the acquisition and merger discussed in Note 1(a). The Series A Preferred
      Stock transactions are set forth in the following table:




Fiscal
                Year
            
            
            
            Sale
                proceeds
            
            Redemption
                Premium
            
            Series
                A Preferred Shares Outstanding2001
            
            
            Sale
                at $.75 per share
            
            $
            803,200
            
            $
            200,800
            
            
            1,070,9332002
            
            
            Sale
                at $.75 per share
            
            
            50,000
            
            
            12,500
            
            
            66,6672003
            
            
            Sale
                at $.93 per share
            
            
            1,167,205
            
            
            291,800
            
            
            1,269,6072004
            
            
            Sale
                at $4.50 per share
            
            
            150,000
            
            
            37,501
            
            
            33,333Balance,
                December, 31 2004
            
            
            2,170,405
            
            
            542,601
            
            
            2,440,5402005
            
            
            Accretion
            
            
            -
            
            
            271,123
            
            
            -2005
            
            
            Redemption
                by estate
            
            
            (30,000
            )
            
            (15,000
            )
            
            (40,000
            )2005
            
            
            Conversion
            
            
            (2,140,405
            )
            
            (798,724
            )
            
            (
                2,400,540
            )Balance
                September 30, 2005
            
            $
            0
            
            $
            0
            
            
            0





**5.** **Shareholders’
      Equity**





At
      December 31, 2005 our authorized capital consists of One Hundred Twenty Million
      (120,000,000) shares consisting of Common Stock in the amount of One Hundred
      Million (100,000,000) shares, $0.0001 par value and Preferred Stock in the
      amount of Twenty Million (20,000,000) shares, $0.0001 par value.




**Stock
      Issuances.** Tech,
      our
      accounting acquirer, periodically sold stock to fund operations since inception.
      BAC was initially capitalized with the issuance of 100,000 shares of Common
      Stock to the founder in 1999. The initial capitalization of Tech involved the
      issuance of 10,333,333 shares Common Stock to its founders in 2001. Through
      December 31, 2004, shares of Common and Series A Preferred Stock were sold
      in
      various offerings resulting in 10,902,254 shares being issued for cash with
      total net proceeds of $14,904,214.







Stock
      sales continue to fund operations and in the year ended December 31, 2005,
      1,732,220 shares of Common Stock were sold for cash proceeds of $7,944,121.
      An
      additional 82,598 shares of Common Stock were issued to employees and
      consultants for services and were recorded at the fair market value of $371,691.
      Also see Note 7 for 244,444 shares of Common Stock issued for a media
      agreement.





**Warrants.** At
      December 31, 2004, we had issued 1,148,847 warrants, exercisable for 5 years
      at
      $5.70, in conjunction with sales of common stock. We continued this practice
      in
      2005 and as of December 31, 2005, had issued an additional 706,823 warrants
      exercisable at $4.50 for 3 years in connection with our equity offerings. In
      2004, a warrant to acquire 200,000 shares at $4.50 was issued for services
      valued at $20,400, of which $3,400 was amortized in 2004 and the balance of
      $17,000 in 2005. In November 2005, warrants were issued to two advisory board
      members to acquire an aggregate of 66,667 shares exercisable at $4.50. These
      warrants were valued at $57,866, of which $4,825 was amortized in 2005 with
      the
      balance to be amortized in 2006, over the one year life of their service
      commitment. No warrants have been exercised. At December 31, 2005, there were
      2,122,336 warrants outstanding.





**Reverse
      Stock Split.** In
      September 2005, the Board of Directors declared a one-for-three reverse stock
      split in the shares outstanding to replace with one share each of three shares
      outstanding. This reduced the 70,164,410 shares of Common Stock outstanding
      at
      September 30, 2005 to 23,389,506 shares. In effecting the split we rounded
      up
      any fractional share to the next whole share, resulting in 1,369 additional
      shares being issued. All shares and per share amounts have been retroactively
      restated to reflect the split as of the first period presented.





F-10




**6** . **Related
      Party Transactions**





On
      March
      25, 1999, prior to our acquisition of substantially all of the assets of Tech,
      we issued a total of 333,334 shares of our common stock to Pierce Mill
      Associates, Inc., which were valued at $ 100. Of these shares, 233,334 shares
      were subsequently surrendered by Pierce Mill and cancelled by us for no
      additional consideration other than in order to facilitate the Transaction,
      thereby leaving a balance of 100,000 shares of our common stock held by Pierce
      Mill. James Cassidy, our former President and Director, is the sole director
      and
      stockholder of Pierce Mill.





In
      2002,
      the three founding officers of Tech, Mark Terry, Keith Meeks and Mike McKinsey
      a
      person no longer involved, were advised by their patent counsel to further
      isolate the intellectual property being developed by performing the research
      and
      development effort in a separate contracting entity. The officers of Tech formed
      Foodsafe LLC, an Idaho limited liability company, and dealt with third party
      vendors through Foodsafe’s operations. Funds were advanced by Tech as needed to
      support Foodsafe’s operations, in the amounts of $1,895,891 in 2004 and
      $2,200,266 in 2003. All intellectual property and prototypes developed were
      the
      property of Tech by virtue of the funding arrangement. This arrangement was
      terminated in November 2004 and Foodsafe LLC was disbanded. The three founding
      officers (one of whom, Mike McKinsey, is no longer associated with us) of Tech
      received incentive compensation through Foodsafe related to development progress
      on the BEST food processing system. These aggregate payments amounted to
      $305,000 in 2004 and $1,117,000 in 2003.





In
      June
      2003, Tech relocated its scientific and engineering office from the
      manufacturing facility to a separate building. The building is owned by Mark
      Terry and Keith Meeks, who were two of Tech’s founders and officers, and who
      currently serve as our officers, in the name of K&M Holdings LLC. The rental
      arrangement is on a month-to-month basis in the amount of $1,398 per month,
      which we believe represents the fair market rent. Pursuant to the Transaction,
      we assumed the lease for this facility.





In
      November 2004, Tech established an office in Newport Beach, California, to
      provide space for its Chief Financial Officer. Mike Rubel and Stephen J. Fryer
      personally leased office space co-located with Grant Bettingen Inc., our former
      investment banking firm, and allocated and rented space to Tech, Grant Bettingen
      Inc. and three other tenants. Pursuant to an oral agreement, the rental of
      the
      space is on a month-to-month basis at a rate of $790 per month. Mr. Fryer is
      our
      Director and our former interim Chief Executive Officer.





On
      August
      11, 2005, we entered into a Stock Purchase Agreement with Solvis Group, Inc.
      and
      Pierce Mill Associates, Inc., pursuant to which we issued 520,000 shares of
      our
      common stock to Solvis, which were valued at $2,340,000. Solvis received a
      controlling interest in us and therefore was able to facilitate the transactions
      contemplated by the Asset Acquisition Agreement pursuant to which we acquired
      all of the assets and liabilities of Tech. At that time, Mr. Fryer was a
      director of Dalrada Financial Corporation, which controlled Solvis, and was
      also
      one of our directors. On August 10, 2005, Solvis acquired control of us through
      its acquisition of the 520,000 shares. On August 19, 2005, we acquired the
      assets and assumed the liabilities of Tech, and Solvis became a minority
      stockholder in connection with the issuance of 22,943,693 shares to Tech. The
      Stock Purchase Agreement with Solvis has been amended to reduce the number
      of
      shares granted to Solvis to 100,000 shares, which were valued at $450,000 and
      charged to expenses as a cost of the Transaction.





We
      have
      retained SC Capital Partners LLC (SCCP) to provide advisory services and
      transaction assistance on corporate matters, financing transactions and merger
      and acquisition transactions for a period of one year, effective September
      2005.
      A monthly retainer of $6,000 and reasonable expense reimbursement is included.
      For assistance in raising sub-debt mezzanine financing, SCCP will receive a
      3%
      success fee. For assistance in raising equity capital, SCCP will receive a
      success fee of 10% of monies raised, 10% of the shares issued and a 3%
      non-accountable expense fee. Our former interim CEO and a current member of
      our
      Board of Directors is a principal of SCCP. The retainer but no transactional
      compensation has been paid under this agreement.







**7.** **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 provide
      nationally syndicated newspaper and radio features about us, our BEST food
      processing systems and food safety issues to 10,000 newspapers and 6,000 radio
      stations.




The
      cost
      of the contract totals $4,500,000, with cash of $50,000 and common stock with
      a
      value of $1,100,000 payable at signing and additional common stock with an
      aggregate value of $1,100,000 payable in three installments in 2006. Based
      on
      the market price of our stock at the date of the agreement, these issuances,
      aggregating $2,200,000 in stock value, result in a commitment to issue 488,889
      shares. Of this amount, 244,444 shares, valued at $1,100,000 were issued
      effective October 1,2005. The commitment for the remaining cost of $2,250,000
      will be paid in shares valued at 90% of market price at the time of issuance
      (with a floor price of $4.50) in twelve quarterly installments, which began
      in
      January 2006. The maximum share commitment for this entire component of cost
      at
      the minimum price is 500,000 shares. The contract can be cancelled at any time
      with no obligation to continue the quarterly payments. The value of each share
      issuance will be expensed to marketing expense upon issuance.




F-11




**8.** **Commitments**





**Operating
      Leases** -
      We
      lease our research and development laboratory & manufacturing facility
      premises located in Pocatello, Idaho and have leased three automobiles for
      three
      officers. Lease payments were made on these leases and a minor office equipment
      lease of $102,499 in 2005 and $72,442 in 2004. Future minimum lease payments
      required on these non-cancelable operating leases are as follows:




Year
                  ended December 31,
              
              Amount2006
              
              $
              106,7462007
              
              
              59,5822008
              
              
              39,7262009
              
              
              13,679$
              219,733




**Investment
      Banking Agreement -** We
      have
      retained SC Capital Partners LLC (“SCCP”) to provide advisory services and
      transaction assistance on corporate matters, financing transactions and merger
      and acquisition transactions for a period of one year, effective September
      2005.
      A monthly retainer of $6,000 and reasonable expense reimbursement is included.
      For assistance in raising sub-debt mezzanine financing, SCCP will receive a
      3%
      success fee. For assistance in raising equity capital, SCCP will receive a
      success fee of 10% of monies raised, 10% of the shares issued and a 3%
      non-accountable expense fee. Our former interim CEO and a current member of
      our
      Board of Directors is a principal of SCCP. The retainer but no transactional
      compensation has been paid under this agreement.





**9.** **Income
      Taxes**





Our
      financial statements are based on Tech being the deemed accounting acquirer
      in
      the reverse merger transaction which was effected through an asset purchase
      agreement. Typically, historical losses do not carry through to the acquirer
      in
      an asset based merger and we do not expect to use any of the tax loss
      carryforwards of Tech. Our tax loss carryforward is based on the losses
      sustained since the merger in August 2005, which is approximately $7,123,354.





The
      income tax effect of temporary differences between financial and tax reporting
      gives rise to the deferred income tax assets at December 31, 2005 and 2004
      as
      follows:




2005
              
              2004Net
                  operating loss carryforward
              
              $
              2,421,940
              
              $
              -Less
                  valuation allowance
              
              
              (2,421,940
              )Net
                  deferred tax asset
              
              $
              -
              
              $
              -




The
      Company has provided a 100% valuation allowance as it cannot determine that
      it
      is more likely than not that it will realize the deferred tax assets.





Reconciliation
      of the effective income tax rate to the United States statutory income tax
      rate
      for the years ended December 31,2005 and 2004 is as follows:




2005
              
              2004Tax
                  expense 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
              
              
              -
              %
              
              -
              %




F-12





**10.**  **Subsequent
      Events**





Common
      Stock continues to be issued in accordance with the Media Agreement described
      in
      Note 7. On January 1, 2006, 81,482 shares were issued for the initial commitment
      and 46,296 as the first of twelve installments of the quarterly commitment,
      for
      a total of 127,778 shares. On April 1, 2006, the second installment for 37,037
      shares was made on the quarterly commitment.





On
      April
      3, 2006, we arranged a thirty (30) day bridge loan in the amount of $350,000
      from a shareholder who is otherwise unrelated. The loan bears interest at an
      annual rate of eight percent (8%) plus an additional five loan points, in the
      amount of $17,500, due at maturity. Additional consideration in the form of
      warrants to purchase Thirty Five Thousand (35,000) shares of our Common Stock.
      The warrants are exercisable at $4.50 per share and are exercisable for two
      (2)
      years.





On
      April
      5, 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 offering consists of 500,000 units, each consisting of
      two
      shares of Common Stock and one warrant to purchase one share of Common Stock
      for
      a maximum offering price of $4,500,000.





F-13