UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K/A
  (Mark
One)
 x ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended June 30, 2010
 OR
  ̈ TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission
File Number 000-52401
 
 Umami
Sustainable Seafood Inc.
 (Exact
name of registrant as specified in its charter)
  Nevada
              98-06360182(State
      or Other Jurisdiction
              (I.R.S.
      Employerof
      Incorporation)
              Identification
      Number)
  405
Lexington Avenue
 26th
Floor, Suite 2640
 New
York, NY 10174
 (Address
of principal executive offices) (zip code)
 
 212-907-6492
 (Registrant’s
telephone number, including area code)
  Lions Gate Lighting
Corp.
 (Former
name or former address, if changed since last report)
  Securities
registered pursuant to Section 12(b) of the Act:  None
 
 Securities Registered Pursuant to
Section 12(g) of the Act: Common Stock, par value $.001 per
share
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes ̈   Nox
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes      ̈  Nox
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yesx
   No ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes ̈
  No ̈
 
 Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
regulation S-K is not contained herein, and will not be contained, to the best
of registrant knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
One):
  Large accelerated file   ̈
              Accelerated filer  o
              Non-accelerated filer  ̈
              Smaller reporting company  x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes ̈  Nox
 
 Approximate
aggregate market value of the registrant’s common stock held by non-affiliates
as of December 31, 2009: N/A
 
 The number of shares of common stock
outstanding as of October 20, 2010 was 47,745,400.
 
 
  FORWARD
LOOKING STATEMENTS
 
 Some of
the statements contained in this Form 10-K that are not historical facts are
“forward-looking statements” which can be identified by the use of terminology
such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,”
“intends,” or the negative or other variations, or by discussions of strategy
that involve risks and uncertainties.  We urge you to be cautious of
the forward-looking statements, in that such statements, which are contained in
this Form 10-K, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties, and other factors affecting our
operations, market growth, services, products, and licenses.  No
assurances can be given regarding the achievement of future results, as actual
results may differ materially as a result of the risks we face, and actual
events may differ from the assumptions underlying the statements that have been
made regarding anticipated events.  Such statements reflect our
current view with respect to future events and are subject to risks,
uncertainties, assumptions and other factors (including the risks contained in
the section of this report entitled “Risk Factors”) relating to our industry,
operations and results of operations and any businesses that we may acquire, and
include, without limitation:
 
 1. Our
ability to attract and retain management, and to integrate and maintain
technical information and management information systems;
 
 2. Our
ability to generate customer demand for our products;
 
 3. The
intensity of competition; and
 
 4.
General economic conditions.
 
 Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or
planned.
 
 All
forward-looking statements made in connection with this Form 10-K that are
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by these cautionary statements.  Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
 
 In this
report, unless otherwise specified, all dollar amounts are expressed in United
States dollars and all references to “common shares” refer to shares of our
common stock. The following discussion should be read in conjunction with the
audited annual financial statements and the related notes filed
herein.
 
 Unless
otherwise indicated or the context otherwise requires, all references below in
this current report on Form 10-K to “we”, “us”, “our”, and “the Company”, refer
to Umami Sustainable Seafood Inc., a Nevada corporation, and its wholly-owned
subsidiaries, Bluefin Acquisition Group Inc. and Kali Tuna d.o.o.
 
 
 EXPLANATORY
NOTE
 
 This
amendment to the Annual Report on Form 10K for the year ended June 30, 2010 (the
“Form 10-K”) is being filed to disclose information under the items herein set
forth that were omitted from the Form 10-K as permitted under the rules and
regulations promulgated by the Securities and Exchange Commission.
 
 
 PART
III
 
  Item
10. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
 
 Executive
Officers and Directors
 
 Below are
the names and certain information regarding the Company’s executive officers and
directors.  Officers are appointed by the Company’s board of directors
(the “Board”). Each of the following officers and directors were appointed on
June 30, 2010.
 
 Name
              
              Age
              
              PositionOli
      Valur Steindorsson
              
              36
              
              Chairman, President and Chief Executive OfficerDaniel Zang
              
              56
              
              Chief Financial Officer and SecretaryFrederick Charles Kempson
              
              67
              
              DirectorMichael David Gault
              
              42
              
              Director
 
 2
  Oli Steindorsson has been a
director of Kali Tuna since 2005.  Since 2004, he has been the Chief
Executive Officer of Atlantis Group, a seafood trading company.  In
addition, he has been a director and executive officer in the following
entities: Atlantis Chile: 2004 – 2007  (holding company for salmon
farming company divested by Atlantis Group in 2006, subsidiary closed 2007);
Atlantis Miami: 2004 – 2007 (seafood trading company, divested by Atlantis Group
in 2007); Atlantis Japan: 2006 – current (seafood sales company); Atlantis
Resources Australia: 2004 – current  (seafood trading, holding
company); Coral Sea Fishing PTY ltd: 2007 – current (seafood processor, patent
holder); KT doo Finance PTY ltd: 2004 – current (holding company); Havtorsk
Sales AS; 2004 – current (seafood export company, cod farming); Kali Tuna Doo;
2006 – current (seafood export, tuna and pelagic fisheries, tuna farming); Baja
Aquafarms SA de CV: 2004 - 2006 (seafood export, tuna farming, vessel
operations). He has also been involved in the following real estate
ventures: Phoenix Investments ltd (Iceland)  2004 – 2006 (developed
several commercial and residential properties in Iceland, sold out April 2006);
Phoenix Real Estate AS (Norway) 2004  - current (small scale real
estate); Atlito PTY Ltd  (Australia) 2004 – current (small scale real
estate, assets sold out 2007, 2008); Valkyrie Investments Pty Ltd (Australia)
2004 – current, Adiantum (Lithuania) 2008 – current (developing several
commercial and residential land plots); Aurora Investments 2006 – current
(holding company for shares in Atlantis Group, various financing activities to
Atlantis Group). Mr. Steindorsson attended the University of Iceland where
he earned a B.Sc. degree in Business Administration in 1998.  We believe
that Mr. Steindorsson is uniquely qualified to be a director with his long
background in the fishing industry as well as his extensive contacts in Japan
and Japanese language abilities.
 
 Daniel G. Zang was appointed
Chief Financial Officer on June 30, 2010.  He had been a consultant to
Kali Tuna since January 2010. Prior to joining us, he served as Controller and
Treasurer since October 2007 and Controller since June 2007 of General
Moly, Inc.  Mr. Zang served as Chief Financial Officer of Hubble Homes from
June 2004 to April 2007.  Mr. Zang also served in various
accounting positions for PeopleSoft/J.D. Edwards from June 1996 to
June 2004.  Mr. Zang has over 30 years experience in Accounting,
Auditing and Finance.  Mr. Zang was also employed by M.D.C.
Holdings, Inc., Cyprus Minerals Company, Price Waterhouse and
Fox & Company.  He holds a Bachelor of Science in Accountancy
and he is a certified public accountant in the state of Colorado.
 
 Frederick Charles Kempson has
been a Managing Director of Kempson Capital Pty Ltd., a business consulting firm
based in Sydney, Australia, since December 2001.  He has also been the
Chairman of Millhouse IAG Ltd, a financial services firm based in Brisbane,
Australia, since July 2004.  In addition, he has been the Chairman of
Simple Trade Pty Limited, an internet service provider based in Sydney,
Australia, since January 2008.  He is also a member of the board of
directors of the following entities: Southland Advisory Services Pty Ltd,
Willowbreeze Pty Limited, Wine Capital Pty Limited, TH Capital Pty Limited, Aqua
Foods Resources Limited, Eng Steel Pty Ltd. and KT Doo Finance Pty
Ltd.  Mr. Kempson holds a Bachelor of Commerce from the University of
New South Wales.  We believe that he is uniquely qualified to be a director
as a result of his extensive international contacts and his banking
relationships.
 
 Michael David Gault is one of
the co-founders of Atlantis Group and has been the Chairman of that entity since
2006.  Since August 2008, he has been the Chief Executive Officer of
Guardtime Ltd., a software company maintaining an infrastructure for data
security in cloud computing.  He was a Managing Director at Barclays
Capital  from April 2005 until August 2008 where he was responsible for
developing financial products for the Japanese market.  From 1997 until
2005 he was a director at Credit Suisse.  Mr.Gault brings over 20
years diverse experience including stints in the military, academia, engineering
and financial derivatives.  He received a PhD in Electronic Engineering
from the University of Wales.  We believe that he is uniquely qualified to
be a director as a result of his extensive international contacts and his
banking relationships.
   Item
11. EXECUTIVE COMPENSATION.
  The
principal executive officer and principal financial officer of Lions Gate
Lighting Corp. who resigned their positions on June 30, 2010, received no
compensation through the year ended June 30, 2010. On June 30, 2010, Oli
Steindorsson was appointed Chairman, President and Chief Executive Officer and
Daniel Zang was appointed Chief Financial Officer and Secretary. Their
employment contracts commenced on July 1, 2010. Directors received no
compensation during the year ended June 30, 2010.
  The
following table sets forth the compensation paid to the Company’s principal
executive officer during the years ended June 30, 2010 and 2009.  None
of the other executives of the Company were paid compensation that is required
to be disclosed herein.
  SUMMARY
      COMPENSATION TABLE (1)Name
                              and
                              principal
                              position
                              (a)
                            Year
                              (b)
                            Salary
                              ($)
                              (c)
                            Bonus
                              ($)
                              (d)
                            Total
      ($)
                              (j)Oli
      Valur Steindorsson, President and CEO
                            2010
                              
                              2009
                            129,194 (2)(3)
                              
                              -0-
                            -0-
                              
                              -0-
                            129,194
                              
                              -0-
 ____________________
  (1)
                In
      accordance with the rules and regulations of the Securities and Exchange
      Commission, the table omits columns that are not
    applicable.
 (2)
                Consists
      of compensation paid by Kali Tuna, the Company’s indirect wholly owned
      subsidiary.
 (3)
                Represents
      678,810 Croatian Kunas using an average conversion rate of 5.262 Kunas to
      the U.S. Dollar.
 Employment
Agreements
 
 Effective
July 1, 2010, the Company entered into three-year employment agreements with Oli
Valur Steindorsson, the Company’s President and Chief Executive Officer, and Dan
Zang, the Company’s Chief Financial Officer.
 
 The term
of each employment agreement will automatically be renewed for successive
one-year terms unless either the Company or the employee provides, at least 90
days before the expiration day of the agreement, written notice to the other
party that the agreement will not be renewed.
 
 Mr.
Steindorsson’s annual base salary is fixed at $250,000 and Mr. Zang’s is fixed
at $179,000 which, in Mr. Zang’s case, includes a $9,000 allowance for health
insurance until such time that the Company offers its own health plan to its
employees. Annual reviews of both the base salary and bonuses, if any, are made
at the Board’s discretion.  Mr. Steindorsson and Mr. Zang were also
granted five-year options to purchase 800,000 shares and 300,000 shares,
respectively, exercisable at $1.00 per share.
 
 Each
agreement includes standard termination provisions that cover both “for cause”
and “without cause” termination circumstances.  In addition, each
agreement provides that in the event of termination as a result of a change of
control (as defined in the agreement), the Company will be required to pay the
employee two times his annual salary in addition to fulfilling its obligations
under the agreement.
 
 Mr.
Steindorsson’s agreement provides that he will spend no less than 80% of his
time working for the Company.
 
 3
 Compensation
of Directors
 
 It is
anticipated that each non-executive director will be granted five-year
options in the near future to purchase 500,000 shares of common stock at $1.00
per share.  One sixth of the options will vest immediately, with an
additional one sixth vesting on the first anniversary of the date of
grant.  One third of the options will vest on the second
anniversary and the balance vest on the third
anniversary.  Non-executive directors do not currently receive any
other fees for their service on the Board.  The Company
reimburses the non-management directors for reasonable travel expenses to
attend Board meetings.  It is anticipated that the Company will
establish a compensation plan for non-executive directors.  Such plan
may include both a cash and equity component.
 
 Stock
Option Plan
  The
Company does not currently have an option plan. However, it is expected that the
Board will adopt a stock option plan that will provide for the issuance of
up to 5,000,000 shares of common stock (the “Plan”).  Assuming that
the Plan is ratified by the Company’s shareholders in accordance with applicable
law, it is anticipated that under the Plan, options may be granted which are
intended to qualify as Incentive Stock Options under Section 422 of the Internal
Revenue Code of 1986 or which are not intended to qualify as Incentive Stock
Options thereunder.
 
 The
primary purpose of the Plan will be to attract and retain the best available
personnel for the Company in order to promote the success of the Company’s
business and to facilitate the ownership of the Company’s stock by
employees.  In the event that the Plan is not ratified by
shareholders, the Company may have considerable difficulty in attracting and
retaining qualified personnel, officers, directors and consultants.
   Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The
following table sets forth certain information regarding the beneficial
ownership of the Company’s Common Stock as of October 20, 2010.  The
table sets forth the beneficial ownership of (i) each person who, to our
knowledge, beneficially owns more than 5% of the outstanding shares of Common
Stock; (ii) each director and executive officer of the Company; and (iii) all of
our executive officers and directors as a group.  The number of shares
owned includes all shares beneficially owned by such persons, as calculated in
accordance with Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and such information is not necessarily
indicative of beneficial ownership for any other purpose.  Under such
rules, beneficial ownership includes any shares of Common Stock as to which a
person has sole or shared voting power or investment power and any shares of
Common Stock which the person has the right to acquire within 60 days of October
20, 2010, through the exercise of any option, warrant or right, through
conversion of any security or pursuant to the automatic termination of a power
of attorney or revocation of a trust, discretionary account or similar
arrangement.  The address of each executive officer and director is
c/o the Company, 405 Lexington Avenue, 26th Floor, Suite 2640, New York,
NY 10174.
 
 Name of Beneficial Owner
              
              Number of Shares
              
              
              Percentage(1)Atlantis
      Group hf
                Storhofda 15
                110 Reykjavik
                Iceland
              
              
              30,000,000
              
              
              
              62.8
              %Oli
      Valur Steindorsson (2)
              
              
              34,453,333
              
              
              
              70.9
              %Frederick
      Charles Kempson
              
              
              -0-
              
              
              
              N/AMichael
      David Gault (3)
              
              
              30,000,000
              
              
              
              62.8
              %Dan
      Zang (4)
              
              
              50,000
              
              
              
              *Executive
      Officers and Directors as a Group
                (four
      persons)
              
              
              34,503,333
              
              
              
              70.9
              %
 __________________________
 * Denotes
less than 1%
 
 (1)
              Beneficial
      ownership percentages are calculated based on 47,745,400 shares of Common
      Stock issued and outstanding as of October 20, 2010.  Beneficial
      ownership is determined in accordance with Rule 13d-3 of the Exchange Act.
      The number of shares beneficially owned by a person includes shares of
      Common Stock underlying options or warrants held by that person that are
      currently exercisable or exercisable within 60 days of October 20,
      2010.  The shares issuable pursuant to the exercise of those
      options or warrants are deemed outstanding for computing the percentage
      ownership of the person holding those options and warrants but are not
      deemed outstanding for the purposes of computing the percentage ownership
      of any other person. The persons and entities named in the table have sole
      voting and sole investment power with respect to the shares set forth
      opposite that person’s name, subject to community property laws, where
      applicable, unless otherwise noted in the applicable
    footnote.(2)
              Includes
      30,000,000 shares owned by Atlantis Group HF (“Atlantis”) of which Mr.
      Steindorsson may be deemed to be the beneficial owner in his capacity as
      Chief Executive Officer of that entity.  Mr. Steindorsson
      disclaims beneficial ownership in the shares owned by
      Atlantis.  In addition, includes 400,000 shares and 80,000
      shares issuable upon exercise of warrants held by Aur Capital Inc. of
      which Mr. Steindorsson may be deemed a control person.  It
      further includes 3,200,000 shares and 640,000 shares issuable upon
      the exercise of warrants held by Aurora Investments Ltd. of which Mr.
      Steindorsson may be deemed a control person.  Also includes
      133,333 shares issuable upon currently exercisable
      options.  Does not include 666,667 shares issuable upon exercise
      of unvested options.
  (3)
              Includes
      30,000,000 shares owned by Atlantis of which Mr. Gault may be deemed to be
      the beneficial owner in his capacity as Chairman of that
      entity.  Mr. Gault disclaims beneficial ownership in the shares
      owned by Atlantis.(4)
              Consists
      of shares issuable upon exercise of currently exercisable
      options.  Does not include 250,000 shares issuable upon exercise
      of unvested options.
  4
 Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANACTIONS
 
 Related
Party Transactions
 
 Related
party transactions during the year ended June 30, 2010 were as
follows:
  Purchases
      of goods/services from Atlantis, the ultimate parent company of Kali Tuna
      prior to the Share Exchange on June 30, 2010 and its
      affiliates
                      
                      $
                      1,778,000Related party balances as of June 30, 2010 were as
      follows:Accounts
      receivable from related parties – Atlantis and its
    affiliates
                      
                      $
                      424,000
  During
the year ended June 30, 2010, Kali Tuna paid $0.1 million to Atlantis for
interest on a loan. The average borrowings outstanding from Atlantis during the
year ended June 30, 2010 were $2.7 million.  Additionally, Atlantis has
provided loan guarantees and other credit support through its banking
relationships.
 
 In
connection with a financing transaction in October 2009 between Atlantis and a
third party, Atlantis granted the third party the right to acquire a 1.82%
equity interest in Kali Tuna for a five-year period for $1 million. In the event
that Kali Tuna completed a merger transaction with a publicly traded shell
company in the United States, the right would be replaced by a three-year
warrant to purchase one million shares of the public company at $1.00 per share.
The warrants were issued to the third party on the date of the Share
Exchange.
 
 Call
Option Agreement
 
 Contemporaneously
with the completion of the Share Exchange, the Company entered into a call
option agreement that grants the Company, until December 1, 2010, the right to
purchase from Atlantis the following assets at the prices set forth
below:
 
 Asset
              
              Option Exercise PriceThe
      patent and the U.S. ownership rights to Freshtec, a method to treat food,
      fish and meat to improve storage durability of the food being
      treated.
              
              $
              2,300,000Farming
      Concession for up to 1,000 tons stocking rights for striped sea bass,
      yellow tail tuna and king fish with necessary farming equipments, at Todos
      Santos, Mexico.
              
              $
              1,500,000Factory
      equipment for food processing, packaging and processing using the Freshtec
      method.
              
              $
              1,500,000The
      entire share capital in Havetorsk AS, Mausund, Norge, a Norwegian cod
      farming company.
              
              $
              7,000,000
 
 The
options are exercisable at the Company’s sole discretion and may be exercised as
to each individual asset or all of the listed assets on a combined
basis.
 
 Sales
Agency Agreement
 
 Contemporaneously
with the completion of the Share Exchange, the Company entered into a sales
agency agreement with Atlantis.  Under the terms of the agreement,
Atlantis was granted the exclusive right to sell, on the Company’s behalf, all
of its Northern Bluefin Tuna products into the Japanese market. The Company will
pay to Atlantis a commission of 2% of all net sale proceeds under the
agreement.  The agreement may be terminated at any time by either
party upon six months prior notice. In addition, it may be terminated
immediately by the Company if Atlantis defaults in its obligations under the
agreement following a 21-day notice and cure period.
 
 Oli Valur
Steindorsson, the Company’s President and Chief Executive Officer, and Michael
David Gault, a director of the Company, are shareholders and executive officers
of Atlantis.
  As of
June 30, 2010, Atlantis, the Company’s principal stockholder, had advanced $4.9
million as a deposit toward the purchase price of the anticipated
acquisition by Umami of Baja, S.A. de C.V., a Mexican corporation (Baja)
and its affiliate Oceanic Enterprises, Inc., a California corporation (Oceanic).
Baja owns and operates facilities and equipment in Mexico where it farms Pacific
Northern Bluefin Tuna for sale primarily into the Japanese sushi and sashimi
market.
 
 5
 On
September 29, 2010, the Company entered into an agreement with Atlantis,
providing for a $15 million loan facility consisting of two components: a line
of credit for the amount of $9.9 million and a term loan of $5.1 million.
As of October 17, 2010, the total principal balance advanced under the facility
was approximately $15 million, which was used for the purchase of the initial
33% of Baja and the financing of Baja's operations, financing Kali Tuna's
operations, and for Umami corporate expenses. Funds advanced under the facility
accrue interest at the rate of 1% per month, which is payable monthly. Advances
under the facility may be made upon ten day's prior written notice to Atlantis
and are collateralized by a pledge of certain of the Company's
inventory.
  Item
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Audit
fees
  The
aggregate fees billed for the two most recently completed fiscal years ended
February 28, 2010 and February 29, 2009 for professional services rendered by
Madsen & Associates, CPA’s Inc. (the auditors prior to the Share Exchange
being completed) for the audit of Lions Gate Lighting Corp. annual financial
statements, quarterly reviews of the interim financial statements and services
normally provided by the independent accountant in connection with statutory and
regulatory filings or engagements for these fiscal periods were as
follows:
  Year
      Ended
                  February
      28, 2010
                Year
      Ended
                  February
      29, 2009Audit
      Fees
                $5,485
                $4,325Audit
      Related Fees
                -
                -Tax
      Fees
                -
                -All
      Other Fees
                -
                -Total
                $5,485
                $4,325
  In the
above table, “audit fees” are fees billed by the external auditor for services
provided in auditing the Company’s annual financial statements and reviewing the
Company’s
quarterly financial statements for the subject year. “Audit-related fees” are
fees not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our company’s financial statements. “Tax fees” are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. “All other fees” are fees billed by the auditor for products and
services not included in the foregoing categories.
  The
aggregate fees billed for the two most recently completed fiscal years ended
June 30, 2010 and June 30, 2009 for professional services rendered by Ramirez
International Financial and Accounting Services, Inc. (the auditors after the
Share Exchange Agreement was completed) for the audit of Umami Sustainable
Seafood Inc. annual financial statements, quarterly reviews of the interim
financial statements and services normally provided by the independent
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:
  Year
      Ended
                  June
      30, 2010
                Year
      Ended
                  June
      30, 2009Audit
      Fees
                $196,475
                $211,481Audit
      Related Fees
                -
                -Tax
      Fees
                -
                -All
      Other Fees
                -
                -Total
                $196,475
                $211,481
  In the
above table, “audit fees” are fees billed by the external auditor for services
provided in auditing the Company’s annual financial statements and reviewing the
Company’s
quarterly financial statements for the subject year. “Audit-related fees” are
fees not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit or
review of our company’s financial statements. “Tax fees” are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. “All other fees” are fees billed by the auditor for products and
services not included in the foregoing categories.
  6
 
 PART IV
 Item
15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  Exhibits
  ExhibitNumber
                
                Description2.1
                
                Articles
      of Merger (1)2.2
                
                Share
      Exchange Agreement (2)3.1
                
                Articles
      of Incorporation (3)3.2
                
                Bylaws
      (3)4.1
                
                Form
      of Warrant (2)4.2
                
                Common
      Stock Purchase Warrant dated October 7, 2010*4.3
                
                Senior
      Secured Bridge Note in the Principal Amount of $3,125,000 dated October 7,
      2010*4.4
                
                Senior
      Secured Bridge Note in the Principal Amount of $2,500,000 dated October 7,
      2010*10.1
                
                Letter
      Agreement dated June 6, 2007, with Sunway Lighting Technology Co. Ltd.
      (3)10.2
                
                Return
      to Treasury Agreement dated May 12, 2009 with Robert McIsaac
      (4)10.3
                
                Employment
      Agreement dated July 1, 2010 with Oli Valur Steindorsson
    (2)10.4
                
                Employment
      Agreement dated July 1 2010 with Dan Zang (2)10.5
                
                Sales
      Agency Agreement dated June 30, 2010 with Atlantis Group hf
      (2)10.6
                
                Call
      Option Agreement dated June 30, 2010 with Atlantis Group hf
      (2)10.7
                
                Stock
      Purchase Agreement dated July 20, 2010 by and among Corposa, S.A. de C.V.,
      Marpesca, S.A. de C.V., Holshyrna ehf, Vilhelm Mar Gudmundsson, Robert
      Gudfinnsson, Baja Aqua Farms, S.A. de C.V., Oceanic Enterprises, Inc. and
      Lions Gate Lighting Corp. (1)10.8
                
                Option
      Agreement, dated July 20, 2010, by and among Baja Aqua-Farms, S.A. de
      C.V., Lions Gate Lighting Corp., Corposa, S.A. de C.V. and Holshyrna, ehf
      (1)10.9
                
                Amendment
      dated September 24, 2010 to Stock Purchase Agreement dated July 20,
      2010  (7)10.10
                
                Amendment
      dated September 24, 2010 to Option Agreement dated July 20, 2010
      (7)10.11
                
                Note
      and Warrant Purchase Agreement dated October 7, 2010*10.12
                
                Atlantis
      Credit Facility effective as of June 30, 2010*10.13
                
                Amendment
      No. 1 to Loan Agreement dated September 30, 2010*10.14
                
                Company
      Pledge and Security Agreement dated October 7, 2010*14.1
                
                Code
      of Ethics (5)16.1
                
                Letter
      from Former Accountants dated August 25, 2010. (6)21.1
                
                Subsidiaries
      of Lions Gate Lighting Corp.: Bluefin Acquisition Group
    Inc.31.1
                
                Section
      302 Certification **31.2
                
                Section
      302 Certification **32.1
                
                Section
      906 Certification **32.2
                
                Section
      906 Certification **99.1
                
                Audit
      Committee Charter (5)
 
 
 *
                Filed
      previously
 **   Filed
herewith
 
 (1)
                Incorporated
      by reference to the Company’s Current Report on Form 8-K filed on July 30,
      2010(2)
                Incorporated
      by reference to the Company’s Current Report on Form 8-K filed on July 7,
      2010(3)
                Incorporated
      by reference to the Company’s Registration Statement on Form SB-2 filed on
      July 12, 2006(4)
                Incorporated
      by reference to the Company’s annual report on Form 10-KSB filed on June
      13, 2007(5)
                Incorporated
      by reference to the Company’s current report on Form 8-K filed on May 12,
      2009(6)
                Incorporated
      by reference to the Company’s Current Report on Form 8-K filed on August
      27, 2010(7)
                Incorporated
      by reference to the Company’s Current Report on Form 8-K filed on October
      1, 2010
 7
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
 
 DATE:       
      October 28, 2010
              UMAMI
      SUSTAINABLE SEAFOOD INC./s/
      Oli Valur SteindorssonOli
      Valur SteindorssonChief
      Executive Officer
 
 POWER
OF ATTORNEY
 
 KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Oli Valur Steindorsson, his attorney-in-fact, each with
the power of substitution, for him in any and all capacities, to sign any
amendments to this Annual Report on Form 10-K, and to file the same, with
exhibits thereto and other documents in connections therewith, with the
Securities and Exchange Commission, hereby ratifying and conforming all that
each of said attorneys-in-fact, or his or her substitutes, may do or cause to be
done by virtue of hereof.
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 Signature
              
              Title
              
              Date/s/
              Oli
      Valur Steindorsson
              
              Chief
      Executive Officer and Director
              
              October
      28, 2010(Principal
      Executive Officer)/s/
              Daniel
      G. Zang
              
              Chief
      Financial Officer (Principal
                Financial
      and Accounting Officer)
              
              October
      28, 2010/s/
              Frederick
      Charles Kempson
              
              Director
              
              October
      28, 2010/s/
              Michael
      David Gault
              
              Director
              
              October
      28, 2010