FORM 10-Q





SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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



For the quarterly period ended MARCH
31, 2014



 ̈ TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT



For the transition
period from____________ to _____________



Commission file number 000-31385



GLOBAL FOOD TECHNOLOGIES, INC.

(Exact name of registrant as specified
in charter)



|Delaware              | 52-2257546         
|--------------------- | -------------------
|(State incorporation) | (IRS Employer      
|                      | Identification No.)



|802 N Douty Street, Hanford, California  | 93230     
|---------------------------------------- | ----------
|(Address of principal executive offices) | (zip code)



559-589-0100

(Issuer’s telephone number)



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

Yes xNo
 ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes xNo
 ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, non-accelerated filer, or a smaller reporting company.

Large accelerated filer  ̈accelerated filer  ̈ non accelerated filer  ̈smaller reporting company x



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



Indicate the number of shares outstanding of each issuer’s
classes of common equity, as of the last practicable date:



|Class                           |  | Outstanding as of April 30, 2014
|------------------------------- |  | --------------------------------
|Common stock, par value $0.0001 |  | 33,115,701                      











GLOBAL FOOD TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER
ENDED MARCH 31, 2014



TABLE OF CONTENTS



|PART I – FINANCIAL INFORMATION                                                                | 3 
|--------------------------------------------------------------------------------------------- | --
|                                                                                              |   
|ITEM 1.  FINANCIAL STATEMENTS                                                                 | 3 
|ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 12
|ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            | 17
|ITEM 4. CONTROLS AND PROCEDURES                                                               | 17
|                                                                                              |   
|PART II - OTHER INFORMATION                                                                   | 18
|                                                                                              |   
|ITEM 1.  LEGAL PROCEEDINGS                                                                    | 18
|ITEM 1A.  RISK FACTORS                                                                        | 18
|ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                          | 21
|ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                                      | 21
|ITEM 4.  MINE SAFETY DISCLOSURES                                                              | 21
|ITEM 5.  OTHER INFORMATION                                                                    | 21
|ITEM 6.  EXHIBITS                                                                             | 22



2







PART I – FINANCIAL INFORMATION



ITEM 1. 	FINANCIAL STATEMENTS



GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                                |  | March 31, 2014 (Unaudited) |             |   | December 31,
2013 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ----------- | - | ----------------- | -
|ASSETS                                                                                                                                                                          |  |                            |             |   |                   |  
|Current Assets                                                                                                                                                                  |  |                            |             |   |                   |  
|Cash                                                                                                                                                                            |  | $                          | 7,402       |   |                   | $
|Prepaid expenses                                                                                                                                                                |  |                            | 6,453       |   |                   |  
|Total Current Assets                                                                                                                                                            |  |                            | 13,855      |   |                   |  
|                                                                                                                                                                                |  |                            |             |   |                   |  
|Property and Equipment, net                                                                                                                                                     |  |                            | 240,922     |   |                   |  
|                                                                                                                                                                                |  |                            |             |   |                   |  
|Other Assets                                                                                                                                                                    |  |                            | 8,782       |   |                   |  
|                                                                                                                                                                                |  |                            |             |   |                   |  
|TOTAL ASSETS                                                                                                                                                                    |  | $                          | 263,559     |   |                   | $
|                                                                                                                                                                                |  |                            |             |   |                   |  
|LIABILITIES AND STOCKHOLDERS’
    DEFICIT                                                                                                                                       |  |                            |             |   |                   |  
|                                                                                                                                                                                |  |                            |             |   |                   |  
|Current Liabilities                                                                                                                                                             |  |                            |             |   |                   |  
|Accounts payable                                                                                                                                                                |  | $                          | 54,523      |   |                   | $
|Accrued liabilities                                                                                                                                                             |  |                            | 1,083,284   |   |                   |  
|Notes payable – related parties                                                                                                                                                 |  |                            | 250,000     |   |                   |  
|Convertible notes payable                                                                                                                                                       |  |                            | 1,846,000   |   |                   |  
|Trade finance notes payable                                                                                                                                                     |  |                            | 689,423     |   |                   |  
|Note payable                                                                                                                                                                    |  |                            | 1,690,000   |   |                   |  
|Total Current Liabilities                                                                                                                                                       |  |                            | 5,613,230   |   |                   |  
|                                                                                                                                                                                |  |                            |             |   |                   |  
|Stockholders’ Deficit:                                                                                                                                                          |  |                            |             |   |                   |  
|Convertible Series C Preferred stock, $0.0001 par
    value, 1,500,000 shares authorized,  399,613 shares issued and outstanding, liquidation preference of $4.50 per
    share |  |                            | 40          |   |                   |  
|Common stock, $0.0001 par value, 100,000,000 shares
    authorized, 33,115,701 shares issued and outstanding.                                                                   |  |                            | 3,312       |   |                   |  
|Additional paid-in capital                                                                                                                                                      |  |                            | 69,073,837  |   |                   |  
|Accumulated deficit                                                                                                                                                             |  |                            | (74,426,860 | ) |                   |  
|Total Stockholders’ Deficit                                                                                                                                                     |  |                            | (5,349,671  | ) |                   |  
|                                                                                                                                                                                |  |                            |             |   |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS’
    DEFICIT                                                                                                                                 |  | $                          | 263,559     |   |                   | $



See accompanying notes to condensed consolidated
financial statements



3







GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                              |  | For the Three Months Ended  March 31, |           
|------------------------------------------------------------- |  | ------------------------------------- | ----------
|                                                              |  | 2014                                  |           
|                                                              |  |                                       |           
|Revenues                                                      |  | $                                     | -         
|Cost of goods sold                                            |  |                                       | -         
|Gross profit                                                  |  |                                       | -         
|                                                              |  |                                       |           
|Operating Expenses                                            |  |                                       |           
|Marketing                                                     |  |                                       | 115,779   
|General and administrative                                    |  |                                       | 234,630   
|Research and development                                      |  |                                       | 39,142    
|Depreciation                                                  |  |                                       | 17,292    
|Interest                                                      |  |                                       | 84,682    
|Total Operating Expenses                                      |  |                                       | 491,525   
|                                                              |  |                                       |           
|NET LOSS                                                      |  | $                                     | (491,525  
|                                                              |  |                                       |           
|Undeclared dividends on Preferred Stock                       |  |                                       | 35,965    
|                                                              |  |                                       |           
|Net loss attributable to common stockholders                  |  |                                       | (529,291  
|                                                              |  |                                       |           
|Loss per common share, basic and diluted                      |  | $                                     | (0.02     
|                                                              |  |                                       |           
|Weighted average common shares outstanding, basic and diluted |  |                                       | 33,115,701



See accompanying notes to condensed consolidated
financial statements



4







GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the
Three Months Ended March 31, 2014

(Unaudited)



|                             |  |                 |         |  |              |   |    | Additional |  |  |             |  |  | Total         |      
|---------------------------- |  | --------------- | ------- |  | ------------ | - | -- | ---------- |  |  | ----------- |  |  | ------------- | -----
|                             |  | Preferred Stock |         |  | Common Stock |   |    | Paid-in    |  |  | Accumulated |  |  | Stockholders’ |      
|                             |  | Shares          |         |  | Amount       |   |    | Shares     |  |  | Amount      |  |  | Capital       |      
|Balance,  December 31,  2013 |  |                 | 399,613 |  |              | $ | 40 |            |  |  | 33,115,701  |  |  | $             | 3,312
|Net loss                     |  |                 | -       |  |              |   | -  |            |  |  | -           |  |  |               | -    
|Balance,  March 31, 2014     |  |                 | 399,613 |  |              | $ | 40 |            |  |  | 33,115,701  |  |  | $             | 3,312



See accompanying notes to condensed consolidated
financial statements



5







GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)





|                                                                            |  | For the Three Months Ended March 31, |         
|--------------------------------------------------------------------------- |  | ------------------------------------ | --------
|                                                                            |  | 2014                                 |         
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                                      |         
|Net loss                                                                    |  | $                                    | (491,525
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                      |         
|Depreciation                                                                |  |                                      | 17,292  
|Changes in operating assets and liabilities:                                |  |                                      |         
|                                                                            |  |                                      |         
|Accounts receivable                                                         |  |                                      | -       
|Inventory                                                                   |  |                                      | -       
|Prepaid expenses                                                            |  |                                      | 3,792   
|Accounts payable                                                            |  |                                      | (87,559 
|Accrued liabilities                                                         |  |                                      | 186,934 
|Net cash used in operating activities                                       |  |                                      | (371,066
|                                                                            |  |                                      |         
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                      | -       
|                                                                            |  |                                      |         
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                      |         
|Proceeds from convertible notes payable                                     |  |                                      | 300,000 
|Proceeds trade finance from notes payable                                   |  |                                      | -       
|Principal payments on trade finance notes payable                           |  |                                      | -       
|Sale of common stock and warrants, net                                      |  |                                      | -       
|                                                                            |  |                                      |         
|Net cash provided by financing activities                                   |  |                                      | 300,000 
|                                                                            |  |                                      |         
|NET DECREASE IN CASH                                                        |  |                                      | (71,066 
|                                                                            |  |                                      |         
|CASH – BEGINNING OF PERIOD                                                  |  |                                      | 78,468  
|                                                                            |  |                                      |         
|CASH – END OF PERIOD                                                        |  | $                                    | 7,402   
|                                                                            |  |                                      |         
|SUPPLEMENTAL DISCLOSURES                                                    |  |                                      |         
|Interest paid in cash                                                       |  | $                                    | 24,557  





See accompanying notes to condensed consolidated
financial statements



6







GLOBAL FOOD TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

MARCH 31, 2014



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



Global Food Technologies, Inc., a Delaware
corporation, (“GFT”, “we”, “our” or the “Company”) is a life sciences company
focusing on (1) the commercialization of food safety applications for our proprietary scientific food processing technologies,
which are currently focused on increasing the quality and value of commercially packaged seafood (and may expand to poultry and
other meats), and making these products safer for human consumption by reducing disease-causing bacteria; (2) our iPura®Food Safety and Quality Assurance Service Program (“The iPura®Program”), which is a comprehensive food safety and quality assurance program focused on the execution
of extraordinary food safety measures at the source of food production to increase the safety and quality of the food; (3) the
promotion and sales of food products that have been treated under the iPura®Program
and bear our iPura®consumer food safety seal; and (4) licensing of
the iPura® seal.



The Company is a registrant under rules
and regulations of the United States Securities and Exchange Commission (“SEC”) but has not yet obtained a listing
on any stock exchange.



Going concern



The accompanying condensed consolidated
financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization
of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2014, the Company has an accumulated
deficit approximating $74,400,000, and for the three months ended March 31, 2014, negative cash flows from operations of approximately
$371,000. Additionally, the Company has negative working capital at March 31, 2014 of approximately $5,600,000. The Company’s
ability to continue as a going concern is predicated on its ability to raise additional capital, increase sales and margins, and
ultimately achieve sustained profitable operations. The uncertainty related to these conditions raises substantial doubt about
the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



Based on the Company’s cash balance at March 31, 2014, management estimates that it will need to
raise additional capital in the amount of approximately $3 million to cover operating and capital requirements for the remainder
of the 2014 fiscal year. Management plans on raising the additional needed capital through issuing additional shares of common
stock or other equity securities, or obtaining debt financing. In addition, management will explore commercial and joint venture
financing opportunities if and when they arise. Although management has been successful to date in raising necessary funding, there
can be no assurance that required future financing can be successfully completed on a timely basis, or on terms acceptable to the
Company. Any capital raised may involve issuing additional shares of common stock or other equity securities, or obtaining debt
financing.



7







Basis of presentation



The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission
(“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all adjustments considered necessary in order to make
the financial statements not misleading, have been included. These financial statements should be read in conjunction with the
Company’s Annual Report on Form 10-K and 10-K/A for the year ended December 31, 2013, filed with the SEC on March 28, 2014
and April 11, 2014, respectively. The results of operations for the quarter ended March 31, 2014 are not necessarily indicative
of the results expected for a full year or for any future period. The condensed consolidated balance sheet as of December 31,
2013 and any related disclosures have been derived from the December 31, 2013 audited financial statements filed in the Company’s
2013 Form 10-K and 10-K/A.



Principles of Consolidation



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



Accounting policies



Use of Estimates



The preparation of 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 periods. Actual results could differ from those
estimates.



Revenue Recognition



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



Inventory



Inventory is stated at the lower of cost
(first-in, first-out) or market.  Market is determined by comparison with recent sales or net realizable value. Management
reviews the carrying value of inventory in relation to its sales history and industry trends to determine an estimated net realizable
value. Changes in economic conditions or customer demand could result in obsolete or slow moving inventory that cannot be sold
or must be sold at reduced prices and could result in an inventory reserve. No inventory reserves have been considered necessary
as there is no inventory at March 31, 2014 or December 31, 2013.



8







Property and Equipment



Property and equipment are stated at cost
and consists of our iPura systems equipment. 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. The two operational iPuraTM equipment systems are located in China at March 31, 2014. Two other systems originally capitalized at an aggregate installed
cost of $ 463,305 have not been placed in service and are carried at a net cost of $0 as of March 31, 2014 and December 31, 2013
based on impairment charges recorded. The two systems in China were capitalized at an installed cost of $691,664. Accumulated
depreciation was $450,742 and $433,450, respectively, as of March 31, 2014 and December 31, 2013.



Long-lived Assets



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



Loss per Common Share



Basic and fully diluted cost per common
shares for the three months ended March 31, 2014 were the same as potential common shares, consisting of 399,613 common shares
underlying outstanding convertible Series C preferred stock, 9,707,821 common shares underlying outstanding warrants and 1,345,000
common shares underlying outstanding stock options have been excluded from the loss per share calculation, as their inclusion
would be antidilutive.



Subsequent Events



Management has evaluated events subsequent
to March 31, 2014 through the date that the accompanying condensed consolidated financial statements were filed with the Securities
and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial
statements.



Reclassifications



Certain reclassifications have been made to the December 31,
2013 condensed consolidated financial statements to conform to the March 31, 2014 presentation.



2. Trade Finance Notes Payable



As an alternative to commercial trade
financing and factoring, the Company instituted a program of issuing one year promissory notes, at the time secured by inventory
or iPura equipment systems, with annual interest rates from 8.2% to 9.0%. The funds are received and controlled by a third party
custodian. The notes are unsecured. At March 31, 2014 and December 31, 2013, the Company owed $689,423 in trade financing
debt. Individual notes mature on their anniversaries throughout 2014 and based on past renewal activity the Company expects that
the majority will be renewed upon maturity. $85,000 of this debt is currently in default.



9







3. Convertible Notes Payable



In 2010, the Company borrowed
$126,000 from a third party. The note had a one year term and was renewed at its maturity. The note is now due in July 2014,
bears annual interest of 9%, is unsecured, and is convertible into common stock at any time at a fixed price of $4.50 per
share. An additional $120,000 was borrowed from the same third party in 2010 and 2011 in the form of two one year notes
bearing interest of 9%. One of these notes was renewed at maturity and is now due in June 2014. The remaining note of $70,000
matured in March, 2014 and is now in default. The original note included 14,000 warrants, with an exercise price of $7.00
per share and a term of 2 years. Currently, the Company does not have the ability or resources to repay such loans along with
accrued interest of approximately $5,000 at March 31, 2014, if a demand is made for repayment in full when due.



In August 2013, a debt financing facility
for a total commitment of $1.6 million was finalized with an existing shareholder. Upon signing, the Company received initial
loan proceeds of $700,000. The commitments include loans for an additional $900,000 in six tranches of $150,000 each due on the
first of each subsequent month, beginning on September 1, 2013. The debt carries simple interest at 3% payable at maturity. The
facility has a term of one year and is renewable for one additional year at the option of the Company. Both principal and interest,
all or in part, are convertible into shares of the Company’s Common Stock, at any time at the election of the lender, at
the rate of $2.39 per share. All of the commitment has been received and the balance owing at March 31, 2014 is $1,600,000. Currently,
the Company does not have the ability or resources to repay such loan along with accrued interest of approximately $24,000 at
March 31, 2014, if a demand is made for repayment in full at the maturity date of August 2014.



4. Notes Payable - Related Parties



In 2006, we arranged a 30 day bridge loan
in the amount of $350,000 from a non-principal shareholder. The loan bears interest at 8% and is secured by all Company assets,
including any intellectual property assets. Additional consideration included the issuance of warrants to purchase 35,000 shares
of our common stock. The warrants are exercisable at $4.50 per share for two (2) years from the date of repayment. In July 2006,
$100,000 of principal was repaid. The remaining balance of $250,000 is due on demand. The loan is guaranteed by the President
of the Company. Currently, the Company does not have the ability or resources to repay such loan along with accrued interest of
approximately $79,000 at March 31, 2014, if a demand is made for repayment in full.



5. Note Payable



In November 2010, a stockholder resident
in the United Kingdom loaned the Company $1,300,000 on a six month note bearing interest at 18% per year. The note was extended
for an additional six months and has been renewed at each maturity for an additional six months. The note is now due on May 22,
2014. The renewal involved issuing a renewal bonus of $58,500, charged to interest expense and paid in shares of common stock
at $2.25 per share, to reduce the interest rate to 9% per year. The first six month renewal bonus was paid in November 2011 with
the issuance of 26,000 shares. Additional 26,000 share issuances were made at each subsequent renewal in May and November. Interest
is payable at maturity in shares of Company common stock at the rate of $2.25 per share and is recorded as interest expense ratably
as incurred. At the sole option of the lender, the principal may also be converted into shares of Company common stock at the
fixed rate of $2.25 per share. The Note is secured by all of the assets of the Company and is subordinate to the 2006 shareholder
note of $250,000. The Company is currently negotiating a renewal of such note. However, the Company does not have the ability
or resources to repay such loans along with accrued interest of approximately $54,000 at March 31, 2014, if a demand is made for
repayment in full when due.



10







In 2006, we arranged for three loans aggregating
$290,000 from a Director of the Company. Two of the loans aggregating $190,000 are demand loans and bear interest of 8%. The third
loan for $100,000 matured July 18, 2006, and was repaid on its due date. Additional consideration for the three loans was approved
by the Company’s Board of Directors in August 2006, in the form of warrants to purchase 29,000 shares of common stock. The
warrants are exercisable at $4.50 per share for two (2) years from the date of repayment. In August 2006, we arranged for a fourth
loan, a six month bridge loan, for $100,000 from the Director bearing interest at 8%. The loan was renewed each subsequent maturity
for an additional six months and now matures in November 2013. In November 2010, for the same 12% interest rate, the Company borrowed
an additional $100,000 from such director, due on demand. The current indebtedness to the Director is $390,000, all of which is
unsecured. The Director resigned his position in 2013 and is no longer affiliated with the Company. Currently, the Company does
not have the ability or resources to repay such loan along with accrued interest of approximately $188,000 at March 31, 2014,
if a demand is made for repayment in full.



6. Stockholders’ Deficit



Common Stock Issuances



We have been selling stock to fund operations
since inception and expect to continue to sell stock to fund continued operations.



In the three month period ended March
31, 2014, there were no issuances of common stock or warrants to purchase common stock



7. Commitments and Contingencies



A civil complaint was received dated September
10, 2013 for breach of contract involving a real property lease for a warehouse/R&D facility in Hanford CA. The lease has
a term ending in October 2014. We ceased using the facility and stopped paying rent in May 2013. The lawsuit is the culmination
of a 3 year dispute over various aspects of the lease and occurred with the change of ownership of the property. The landlord
and plaintiff, STG Realty Ventures, Inc. filed the suit in Kings County, CA Superior Court and asks for computed damages of $160,792
for failure to pay rent, plus interest and attorneys’ fees. The Company believes that it may have viable defenses with respect
to some of the damages asked for in the suit. However, no assurances can be given with respect to the outcome of the litigation
and a judgment against the Company could have a material, adverse impact on our financial condition. Such amount was recorded
in accrued liabilities on the accompanying condensed consolidated balance sheet at March 31, 2014 and December 31, 2013.



8. Subsequent Event



In May 1, 2014, an additional
debt financing facility for a total commitment of Five Hundred Fifty Thousand ($550,000) was finalized with an existing shareholder.
Upon signing, the Company received initial loan proceeds of $230,000. The commitments include loans for an additional $320,000
in four tranches of $80,000 each due on the first of each subsequent month, beginning on June 1, 2014. The debt carries simple
interest at 3% payable in Common Stock at maturity. The facility has a term of one year and is annually renewable for an additional
year at the option of the Company. The principal is convertible into shares of the Company’s Common Stock, at any time at
the election of the lender, at the rate of $2.39 per share.



11







ITEM 2.       	MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Company Overview



The iPura® brand and seal isanchored with
a descriptive and lasting slogan:



“The Highest Standard
in Food SafetyTM”.



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

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

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

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



The iPura®Food
Safety Program is the constitution of the iPura® food safety brand, which includes:



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

| | · | Intelligent
                                         packaging of product.
| | - | --------------------------------------------------------------------------

| | · | Product traceability
                                         of handling and temperature.
| | - | ------------------------------------------------------------------------------------------

| | · | An independent
                                         third party certification of standards.
| | - | -----------------------------------------------------------------------------------------------

| | · | A unique product
                                         insurance that follows theiPura® labeled
                                         product throughout the distribution chain.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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



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



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



In 2009, we completed the installation of our iPura®
Systemat a food processor located in China, Tongwei (Hainan)
Aquatic Products Co., and began producing our first order of inventory and selling it in the United States. We have installed at
another processor in China, the “Evergreen Aquatic facility” that previously was operational after production commenced
in late 2012. Two other systems are in storage, one at our Visalia, California warehouse facility and one in Vietnam at Caseamex,
our contract processor. Since we did not have any sales or orders in the second half of 2013 or the first quarter f 2014, none
of these iPura® Systems processed any seafood in the second half of 2013 or first quarter of 2014.



12







From the commencement of our research
and development activities in 2001, we have raised substantial equity capital to fund the development of our iPura®System. At March 31, 2014, the Company has accumulated losses approximating $74,400,000 and has incurred negative cash
flow from operating activities of approximately $371,000 for the quarter ended March 31, 2014. Additionally, the Company has negative
working capital at March 31, 2014. 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. The collapse of the
Chilean salmon industry shifted our focus to China produced tilapia and Vietnamese produced swai (catfish), for which production
systems were installed. Continued development has resulted in a more efficient, less labor intensive and more easily maintained
processing systems as well as adaptions for other seafood species.



The Company has executed its marketing strategy, within the constraints of our limited capital resources,
by promoting the iPura®brand to food processors and industry
associations as the world’s first food safety label. In addition to selling to retail chains on a wholesale basis, we have
promoted a private label program to large retailers to exclusively source iPura labeled products to protect their own brand. In
our vision, an established leader would enthusiastically “champion” the iPura®brand by promoting the iPura®
logo next to its name on their product packaging, with the iPura®seal also displayed on the individually wrapped fillets
inside the package (“iPura®inside”). This would communicate to customers that the retailer is doing everything
possible to improve food safety, food quality and sustainability of natural resources. Our value proposition to retailers is that
sourcing iPura® products will allow the retailer to increase control & trust of foreign suppliers, protect their
brand and company image, and increase sales with repeat purchases due to superior products. Our private label program is a cost
plus price model, earning a gross profit per pound with full transparency on cost of raw materials, the iPura® Program,
logistics and a gross profit for the Company.



Distribution and Marketing Plan





Management believes that it is commercially
feasible to create recurring revenue streams through service, sales, and licensing to capitalize on the potential of our proprietary
technologies, market opportunities and human resources. We previously identified four potential price-per-pound revenue models
and in each model, GFT would provide the daily on-site service to maintain control of The Highest Standard in Food Safety and Quality.
The models are discussed in the Company’s Annual Report on Form 10-K and 10-K/A for the year ended December 31, 2013, filed
with the SEC on March 28, 2014 and April 11, 2014, respectively.



We previously had iPura®
sales in the U.S. markets through the “importer model” and “private label brand manufacturer model” (co-branding).
This allowed the iPura® brand to gain a limited amount of market recognition. However,
after Safeway discontinued ordering our products, we have not had any sales since the first half of 2013.



Due to resource constraints
and our lack of inventory financing, our current plan is to combine two of the models by selling to the retailer a food safety
program for customer communication and brand support based on the benefits if the iPura program. The retailer would be charged
a nominal cents per pound charge for the benefits of the iPura Program. We would then enter into contracts with select distributors/importers
to handle the purchase of the iPura Program treated seafood from the processors as well as the shipping, importing and storage.
Under this method selected distributor/importers would be strategic partners by absorbing the management and costs of logistics
and carrying inventory.



13







We do not currently have any
contracts or sales pursuant to this approach, but given the capital and resource constraints that we face, we believe this approach
offers the greatest opportunity to resume revenue and sales moving forward.



The iPura®marketing materials that target large distributors and retailers make a point that iPura®promotes their brand by differentiating their product from all others in the marketplace. The materials point out that
iPura®addresses brand protection and critical food safety and
quality assurance issues at a level unmatched in the industry. Marketing materials also point out that today’s consumers
expect a higher degree of food safety and most believe that not enough is being done to protect their health. The iPura®seal represents the highest standards in food safety, quality, and sustainability.





One of the most important direct
marketing opportunities of the year is presented at the International Boston Seafood Show, held in March. We have had a noticeable
presence and were staffed with the sales and marketing team. We had the opportunity to meet with top executives from our target
prospect list as well as to conduct interviews with media to promote the iPura®
brand and private label business.



Consumer marketing currently
is limited to a social media presence. Most of our retail sales, such as at grocery stores, were made to customers without any
prominent iPura® branding. For any future retail sales that we are able to generate,
we hope to improve point-of-sale branding and have developed descriptive brochures and educational materials for display at various
supermarkets where seafood with the iPura® seal is sold. The Social Media core
tools: Facebook, Twitter, YouTube and Blogger are used to publicize iPura within industry thought leaders and directly to
consumers.



Processor and Distribution Agreements



We now have two iPura systems installed
under installation and supplier agreements with two separate processors, both in China. The first Chinese processor, Tongwei, began
producing tilapia fillets in 2009 as our historical source of product. The second processor at Evergreen Aquatic in China was in
production producing tilapia as a second source for Safeway. A third system is on standby in Vietnam having been installed in Caseamex
for production of pangasius/swai (a catfish). Since we have had no sales since the first half of 2013, these iPura®
Systems did not process any seafood in this quarter.



Under these agreements, GFT is generally
responsible for the cost of manufacturing, fabricating and installing the iPura® System at
the processors’ facilities, with the processors providing power and utility connections and certain other operating expenses.  
Our iPura® System is typically installed onto one or two processing lines
at the processors’ facilities.  Our iPura® System are operated
or supervised by GFT personnel, at GFT’s expense.  Seafood processed through our iPura®System will then be packaged and labeled with our iPura® seal. Our
wholly owned subsidiary, iPura Food Distribution Company (“IFD”) has the exclusive rights to buy and distribute to
customers the seafood processed with our iPura® System and the processors therefore
cannot sell such seafood to any other customers or distributors, or otherwise use our iPura®System for any other seafood processing. In the future, we may act as brokers for selected retailers and distributors
and not be the importer and reseller. The agreements have original terms but renew automatically. IFD has obtained most favored
nations pricing with respect to seafood purchased under all of the agreements. None of the agreements have any minimum purchase
requirements for IFD.



14









We have received limited purchase orders
to date for our products, and had no sales since the first half of 2013, since the termination of orders by Safeway. We continue
to pursue sales opportunities with certain select U.S. grocery store retailers, although we cannot be certain that our efforts
will be successful or that we will be able to resume generating sales and revenue.  Without inventory financing we intend
to pursue brokering the iPura product to other importers for distribution to our customers (as described above), since our “importer”
model requires significant working capital and inventory financing.



Liquidity and Capital Resources



The report from our independent registered
public accounting firm on our financial statements for the year ended December 31, 2013 included in Form 10-K and form 10-K/A filed
with the SEC on March 28, 2014 and April 11, 2014, respectively, indicates that factors relating to our financial condition as
of December 31, 2013 and our results of operations and cashflows for the year ended December 31, 2013 raise substantial doubt about
our ability to continue as a going concern.



Historically, our primary source of cash
has been the sale of equity instruments to investors, as well as loans and debt instruments. In recent quarters, debt instruments
have been a larger source of financing than stock sales. Although we are continuing to pursue sales opportunities and hope to resume
generating revenue from resumed sales of seafood processed with our iPura® Systems within the next 12 months,
there can be no assurances that these sales efforts will be successful. In addition, if we are able to resume sales in the next
twelve months, any such revenues that are generated are not expected to cover our operating expenses.



Based on our cash balance as of March 31,
2014, we are in need of immediate additional financing to fund our current operating and working capital requirements. Furthermore,
we believe that we will need approximately $3 million to cover operating expenses during the next twelve months. If we are unable
to reach an agreement with an importer to cover inventory cots, then we would also need a financing vehicle or a line of credit
to finance the inventory of iPura®product. The amount of capital required will vary depending on a variety of factors,
many of which are beyond our control. We cannot provide assurance that funds from our future operations or funds provided
by our current financing activities will meet our capital requirements, and in that event, we will continue to seek additional
sources of financing to maintain liquidity. Any additional capital we raise will likely involve issuing additional shares of common
stock or other equity securities, or obtaining debt financing, which could be convertible into equity securities. However, at this
point, we have not specifically identified the type or sources of this required funding.



As of March 31, 2014, we had trade indebtedness
in the ordinary course of business as well as other debt in the form of continuing short term loans due on demand of $250,000 from
a non-principal shareholder, which is secured by all Company assets, including any intellectual property assets.



In August 2013, a convertible
debt financing facility for a total commitment of $1.6 million was finalized with an existing shareholder. The last of
the commitment was received in February 2014 and the balance on the one year note is $1,600,000 at March 31, 2014. Such
debt financing facility is due in August 2014. We also have other convertible notes payable totaling $246,000 payable to a
third party. One note of $70,000 is currently in default and the remaining notes totalling $176,000 mature in June and July,
2014, respectively.



We had implemented a trade financing
program for individual accredited investors as an alternative to traditional commercial inventory financing and factoring.
This financing program issued one year promissory notes, secured by inventory and equipment, with annual interest rates from
8.2% to 9.2%. The notes are currently unsecured. At March 31, 2014, the Company had $689,423 in these one year notes. They
mature on their anniversaries throughout 2014 and, based on past renewal activity we expect that the majority will be renewed
upon maturity. $85,000 of this debt is currently in default.



15







In 2010, a stockholder resident in the
United Kingdom loaned the Company $1,300,000 on a six month note bearing interest at 9% per year. The note has been extended for
an additional six months at each maturity date and now matures on May 22, 2014. Pursuant to a security agreement, the note is
secured by all of the assets of the Company and is subordinate to a 2006 related party note of $250,000. We are currently negotiating
a renewal of such note. We also have other short term notes payable totaling $390,000 from a former Director of the Company, of
which $290,000 is due on demand and $100,000 is due in July 2014.



Currently, we do not have the ability
or resources to repay any of such loans a) when due or b) if a demand is made for repayment. In such event, the secured lenders
could foreclose on all of our assets as part of its security interest.



We are actively pursuing all potential financing options as we look to secure additional funds both to
stabilize and to grow our business operations. Our management will review any financing options at their disposal, and will judge
each potential source of funds on its individual merits. Since we have not located any commercial bank inventory financing, we
continue to seek options for inventory debt financing with other private parties, or to have an importer carry such inventory costs,
as described in more detail above. Successful inventory financing is critical to fund the distribution of our products and generate
revenue. We cannot provide assurance that we will be able to secure additional funds from debt or equity financing, as and when
we need to, or if we can, that the terms of this financing will be favorable to us or our stockholders. We have from time to time
also explored commercial and joint venture financing opportunities and relationships with potential processor/customers, and expect
to continue to seek out such potential arrangements.



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



Results of Operations



Sales:





The Company had no sales revenue in the quarter ended March
31, 2014 due to lapse in the long term relationship with Safeway, described in more detail below. The sales revenue in the comparable
2013 period was $249,241, solely attributable to sales to Safeway.



In 2012, we negotiated with Safeway, Inc. to expand
our product offering to a co-branded two pound bag. Raw product pricing mandated that we should have a dual source for the tilapia
product for Safeway, which required the installation of an iPura processing system in the Evergreen Aquatic processor. After successfully
dual sourcing tilapia product, we anticipated an increase in volume from Safeway and applied a transparent pricing model of “cost
plus,” which is computed on a 25 cent per pound gross profit margin. While sales did resume and continued for the first
six months of 2013, Safeway rescinded acceptance of this “cost plus” model and the Company had to bear the actual
costs, which reflected extended expensive cold storage warehousing, non-optimum delivery quantities and special labeling. After
segregating special labeling as a branding cost, gross margins for Safeway became uneconomical and pricing agreements could not
be reached. Intermittent communication continues with Safeway but no orders are expected in the foreseeable future. This represents
a significant setback to our sales and marketing efforts.



16







Expenses:



Our net loss for the quarter ended March
31, 2014 was $491,525, compared to $640,595 for the comparable period in 2013, a decrease of 23%. Operating expenses decreased
significantly between the periods giving rise to the reduction in net loss. Marketing costs increased 8% in the three months ended
March 2014 compared to the same period in 2013; general and administrative costs decreased 20% and research and development costs
decreased 73% in the comparable three month periods. The operating cost savings of 25% (or $161,075) are solely due to scaling
back activity, discretionary costs and personnel costs in a strategy refocusing.





Interest expense increased 14% between
the 2014 and 2013 periods reflecting the addition of full amount of the new debt facility of $1,600,000.



Depreciation expense reduced 50% as a
result of the impairment of the iPura system in Vietnam which was removed from service leaving one iPura system in China in service.



The cash used in operations decreased
by approximately $74,000 or 17% between the comparable three month periods, resulting from the reduced level of activity represented
by the lower net loss and the timing of cash payments to vendors and from customers.



Off Balance Sheet Arrangements



We have no off-balance sheet arrangements.



Customer and Supplier Concentration



Our revenue for the three months ended
March 31, 2013 was primarily derived from Safeway, Inc. After the failure of negotiations over the appropriate pricing model,
we ceased all sales to Safeway in the third quarter of 2013, which has had a material, negative impact on our revenue. We cannot
currently estimate anticipated future customer concentration levels, given the current lack of sales.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



A smaller reporting company is not required to provide the
information required by this Item.



ITEM 4. 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.



17







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



Based upon that evaluation, our Certifying
Officers concluded that as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were
not effective.   Our primary material weakness has been due to our limited number of personnel and, therefore,
segregation of duties.



Changes in Internal Control Over Financial Reporting



There was no change in our internal control
over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting



PART II - OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



A civil complaint was received dated September
10, 2013 for breach of contract involving a real property lease for a warehouse/R&D facility in Hanford CA. The lease has
a term ending in October 2014. We ceased using the facility and stopped paying rent in May 2013. The lawsuit is the culmination
of a 3 year dispute over various aspects of the lease and occurred with the change of ownership of the property. The landlord
and plaintiff, STG Realty Ventures, Inc. filed the suit in Kings County, CA Superior Court and asks for computed damages of $160,792
for failure to pay rent, plus interest and attorneys’ fees. The Company believes that it may have viable defenses with respect
to some of the damages asked for in the suit. However, no assurances can be given with respect to the outcome of the litigation
and a judgment against the Company could have a material, adverse impact on our financial condition. Such amount was recorded
in accrued liabilities on the accompanying condensed consolidated balance sheet at March 31, 2014 and December 31, 2013.



ITEM 1A.      RISK
FACTORS



A smaller reporting company is not required
to provide the information required by this Item. However, please note the following about forward-looking statements and the
following brief description of certain risks that could have a material, adverse impact on the Company and its operations.



Cautionary Information Regarding “Forward-Looking
Statements”



This Quarterly Report on Form 10-Q 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.



18







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:



| | · | our
                                         ability to resume sales, and generate revenue;
| | - | -------------------------------------------------------------------------------------------



| | · | whether
                                         we can successfully partner with a distributor/importer to allow us to generate sales
                                         with lower capital and financing costs;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | · | whether
                                         we will be able to charge a premium for our products and generate adequate gross margins
                                         on our sales;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | · | our
                                         dependence on a small number of customers and suppliers
| | - | ----------------------------------------------------------------------------------------------------



| | · | our
                                         ability to timely replace the loss of sales to Safeway, Inc.;
| | - | ----------------------------------------------------------------------------------------------------------



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



| | · | our
                                         ability to obtain brand related premium pricing to yield an acceptable sales margin;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



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



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



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



19







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



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



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



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



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



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



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



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



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



| | · | the
                                         possible impact from competing products or technologies;
| | - | -----------------------------------------------------------------------------------------------------



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



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



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



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



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



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



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



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



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



20







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



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



ITEM 2.   UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS



Sales of Unregistered Securities



During the period covered by this Quarterly Report, there were no issuances of unregistered equity securities.



Purchases of Equity Securities



We are required by the Securities Act
of 1933 to disclose, in tabular format, any repurchases of our securities during this reporting period. We did not repurchase
any of our securities during this reporting period, and accordingly, we have eliminated such table.



ITEM 3.   DEFAULTS UPON SENIOR SECURITIES



During the three month period ended March
31, 2014, there were no material defaults in the payment of principal or interest, a sinking or purchase fund installment, or
any other material default not cured within 30 days or with the consent of the lender, with respect to any of our indebtedness
exceeding 5% of our total assets. However, as noted above under “Liquidity and Capital Resources” in Part I, Item
2, we have certain notes that are due upon demand, and we do not currently have the resources to repay such notes if demands for
immediate payment in full were made.



ITEM 4.   MINE SAFETY DISCLOSURES



Not applicable.



ITEM 5.  OTHER INFORMATION



(a)      Information Required To Be Disclosed
In A Report On Form 8-K, But Not Reported



None.



(b)      Item 407(c)(3) of Regulation
S-K



During our fiscal quarter covered by this
Quarterly Report on Form 10-Q, there has not been any material change to the procedures by which our security holders may recommend
nominees to our Board of Directors.



21







ITEM 6. EXHIBITS



|ExhibitNo. |  | Description                                                                                                                                                                                     
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1 (1)    |  | Restated Certificate of Incorporation dated October 18, 2005.                                                                                                                                   
|           |  |                                                                                                                                                                                                 
|3.2 (1)    |  | Second Amended and Restated Bylaws as of August 31, 2005.                                                                                                                                       
|           |  |                                                                                                                                                                                                 
|3.3 (2)    |  | Certificate of Designation of Rights, Preferences and Privileges – Series B Preferred
    Stock                                                                                                 
|           |  |                                                                                                                                                                                                 
|3.4 (3)    |  | Certificate of Designation of Rights, Preferences and Privileges – Series C Preferred
    Stock                                                                                                 
|           |  |                                                                                                                                                                                                 
|4.1 (4)    |  | Debt Facility for $1,600,000 dated  August 1, 2013                                                                                                                                              
|           |  |                                                                                                                                                                                                 
|4.2*       |  | Debt Facility for $550,000 dated May 1, 2014                                                                                                                                                    
|           |  |                                                                                                                                                                                                 
|31.1*      |  | Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                   
|           |  |                                                                                                                                                                                                 
|31.2*      |  | Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                   
|           |  |                                                                                                                                                                                                 
|32.1‡      |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act  of  2002



* Filed herewith



‡ Furnished herewith.



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

| | (2) | Filed
                                         on July 15, 2009, as an exhibit to our Report on Form 8-K and incorporated herein by
                                         reference.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Filed
                                         on December 11, 2009, as an exhibit to our Report on Form 8-K and incorporated herein
                                         by reference.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (4) | Filed on November 14, 2013 as an exhibit to our Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2013 and incorporated herein by reference
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------





22







SIGNATURES



In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                    |  |     | GLOBAL FOOD TECHNOLOGIES, INC.             
|------------------- |  | --- | -------------------------------------------
|                    |  |     |                                            
|Dated: May 14, 2014 |  | By: | /s/ Keith Meeks                            
|                    |  |     | Keith Meeks, President and                 
|                    |  |     | Chief Executive Officer                    
|                    |  |     | (PRINCIPAL EXECUTIVE OFFICER)              
|                    |  |     |                                            
|Dated: May 14, 2014 |  | By: | /s/ Marshall F. Sparks                     
|                    |  |     | Marshall F. Sparks, Chief Financial Officer
|                    |  |     | (PRINCIPAL ACCOUNTING OFFICER)             



23