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
endedSEPTEMBER 30,
2010





 ̈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
      EmployerIdentification
      No.)





113 Court
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  x    No
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).   Yes   ̈    No
 ̈





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  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 September 30,
      2010Common
      stock, par value $0.0001
                
                30,062,811








GLOBAL
FOOD TECHNOLOGIES, INC.


QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2010





TABLE OF
CONTENTS





PART
      I – FINANCIAL INFORMATION
                          
                          3ITEM
      1.  FINANCIAL STATEMENTS
                          
                          3ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
                          
                          10ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                          
                          15ITEM
      4. CONTROLS AND PROCEDURES
                          
                          15PART
      II - OTHER INFORMATION
                          
                          16ITEM
      1.  LEGAL PROCEEDINGS
                          
                          16ITEM
      1A.  LEGAL PROCEEDINGS
                          
                          16ITEM
      2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS
                          
                          18ITEM
      3.  DEFAULTS UPON SENIOR SECURITIES
                          
                          19ITEM
      4.  (REMOVED AND RESERVED)
                          
                          19ITEM
      5.  OTHER INFORMATION
                          
                          19ITEM
      6.  EXHIBITS
                          
                          20


2





PART
I – FINANCIAL INFORMATION





ITEM
1.          FINANCIAL
STATEMENTS





GLOBAL
FOOD TECHNOLOGIES, INC.


CONDENSED
CONSOLIDATED BALANCE SHEETS





September 30,
                                  2010
                                  (Unaudited)
                                
                                
                                December 31,
                                  2009ASSETSCurrent
      AssetsCash
                                
                                $
                                150,733
                                
                                
                                $
                                22,135Accounts
      receivable
                                
                                
                                71,783
                                
                                
                                
                                190,098Inventory
                                
                                
                                274,334
                                
                                
                                
                                662,609Prepaid
      expenses
                                
                                
                                27,136
                                
                                
                                
                                36,224Total
      Current Assets
                                
                                
                                523,986
                                
                                
                                
                                911,066Fixed
      Assets – net
                                
                                
                                930,229
                                
                                
                                
                                993,172Other
      Asset
                                
                                
                                22,689
                                
                                
                                
                                26,089TOTAL
      ASSETS
                                
                                $
                                1,476,904
                                
                                
                                $
                                1,930,327LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      LiabilitiesAccounts
      payable
                                
                                $
                                480,912
                                
                                
                                $
                                628,039Accrued
      liabilities
                                
                                
                                782,885
                                
                                
                                
                                514,388Notes
      payable – related parties
                                
                                
                                640,000
                                
                                
                                
                                640,000Note
      payable – others
                                
                                
                                246,000
                                
                                
                                
                                126,000Notes
      payable – trade and equipment
                                
                                
                                975,297
                                
                                
                                
                                812,000Total
      Current Liabilities
                                
                                
                                3,125,094
                                
                                
                                
                                2,720,427Commitments
      and ContingenciesStockholders’
      Deficit:Preferred
      stock, $.0001 par value, 20,000,000 shares authorized, Series A and B ,
      none issued and outstanding, Series C,  399,613 and 257,222
      shares issued and outstanding at September 30, 2010 and December 31, 2009,
      respectively
                                
                                
                                40
                                
                                
                                
                                26Common
      stock, $.0001 par value, 100,000,000 shares authorized, 30,062,811 and
      29,752,513 shares issued and outstanding at September 30, 2010 and
      December 31, 2009, respectively
                                
                                
                                3,006
                                
                                
                                
                                2,976Additional
      paid-in capital
                                
                                
                                61,654,823
                                
                                
                                
                                59,823,171Accumulated
      deficit
                                
                                
                                (63,306,059
                                )
                                
                                
                                (60,616,273
                                )Total
      Stockholders’ Deficit
                                
                                
                                (1,648,190
                                )
                                
                                
                                (790,100
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                                
                                $
                                1,476,904
                                
                                
                                $
                                1,930,327





See
accompanying notes to condensed consolidated financial
statements


3





GLOBAL
FOOD TECHNOLOGIES, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)




For the Three Months Ended
                        September 30,
                      
                      
                      For the Nine Months Ended
                        September 30,2010
                      
                      
                      2009
                      
                      
                      2010
                      
                      
                      2009Revenues
                      
                      $
                      297,455
                      
                      
                      $
                      15,247
                      
                      
                      $
                      933,255
                      
                      
                      $
                      15,247Cost
      of goods sold
                      
                      
                      291,783
                      
                      
                      
                      13,585
                      
                      
                      
                      937,178
                      
                      
                      
                      13,585Gross
      profit (loss)
                      
                      
                      5,672
                      
                      
                      
                      1,662
                      
                      
                      
                      (3,923
                      )
                      
                      
                      1,662ExpensesMarketing
                      
                      
                      272,986
                      
                      
                      
                      339,008
                      
                      
                      
                      906,971
                      
                      
                      
                      1,048,769General
      and administrative
                      
                      
                      290,287
                      
                      
                      
                      341,430
                      
                      
                      
                      1,009,965
                      
                      
                      
                      1,228,721Research
      and development
                      
                      
                      238,292
                      
                      
                      
                      229,409
                      
                      
                      
                      602,113
                      
                      
                      
                      575,664Depreciation
                      
                      
                      20,981
                      
                      
                      
                      20,981
                      
                      
                      
                      62,943
                      
                      
                      
                      59,403Interest
                      
                      
                      41,074
                      
                      
                      
                      36,605
                      
                      
                      
                      103,871
                      
                      
                      
                      61,443Total
      expenses
                      
                      
                      863,620
                      
                      
                      
                      967,433
                      
                      
                      
                      2,685,863
                      
                      
                      
                      2,974,000NET
      LOSS
                      
                      $
                      (857,948
                      )
                      
                      $
                      (965,771
                      )
                      
                      $
                      (2,689,786
                      )
                      
                      $
                      (2,972,338
                      )Loss
      per common share, basic and diluted
                      
                      $
                      (0.03
                      )
                      
                      $
                      (0.03
                      )
                      
                      $
                      (0.09
                      )
                      
                      $
                      (0.10
                      )Weighted
      average common shares outstanding, basic and diluted
                      
                      
                      29,948,239
                      
                      
                      
                      29,413,416
                      
                      
                      
                      29,842,915
                      
                      
                      
                      29,270,582




See
accompanying notes to condensed consolidated financial
statements


4





GLOBAL
FOOD TECHNOLOGIES, INC.


CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT


For the
Nine Months Ended September 30, 2010


(Unaudited)





Preferred Stock
                      
                      
                      Common Stock
                      
                      
                      Additional
                        Paid-in
                      
                      
                      Accumulated
                      
                      
                      Total
                        Stockholders’Shares
                      
                      
                      Amount
                      
                      
                      Shares
                      
                      
                      Amount
                      
                      
                      Capital
                      
                      
                      Deficit
                      
                      
                      DeficitBalance,
      December 31, 2009
                      
                      
                      257,222
                      
                      
                      $
                      26
                      
                      
                      
                      29,752,513
                      
                      
                      $
                      2,976
                      
                      
                      $
                      59,823,171
                      
                      
                      $
                      (60,616,273
                      )
                      
                      $
                      (790,100
                      )Sales
      of common stock and warrants for cash
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      221,213
                      
                      
                      
                      22
                      
                      
                      
                      805,035
                      
                      
                      
                      -
                      
                      
                      
                      805,057Sale
      of preferred stock for cash
                      
                      
                      142,391
                      
                      
                      
                      14
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      640,744
                      
                      
                      
                      -
                      
                      
                      
                      640,758Common
      stock issued for services
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      89,085
                      
                      
                      
                      8
                      
                      
                      
                      385,873
                      
                      
                      
                      -
                      
                      
                      
                      385,881Net
      loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (2,689,786
                      )
                      
                      
                      (2,689,786
                      )Balance,
      September 30, 2010
                      
                      
                      399,613
                      
                      
                      $
                      40
                      
                      
                      
                      30,062,811
                      
                      
                      $
                      3,006
                      
                      
                      $
                      61,654,823
                      
                      
                      $
                      (63,306,059
                      )
                      
                      $
                      (1,648,190
                      )





See
accompanying notes to condensed consolidated financial
statements


5





GLOBAL
FOOD TECHNOLOGIES, INC.


CONDENSED
STATEMENTS OF CASH FLOWS


(Unaudited)





For the Nine Months Ended
                  September 30,2010
                
                
                2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (2,689,786
                )
                
                $
                (2,972,338
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                
                
                62,943
                
                
                
                59,403Stock
      issued for services
                
                
                385,881
                
                
                
                261,020Warrants
      issued for services
                
                
                -
                
                
                
                13,398Changes
      in operating assets and liabilities:Accounts
      receivable
                
                
                118,315
                
                
                
                (8,774
                )Inventory
                
                
                388,275
                
                
                
                (473,132
                )Prepaid
      expenses
                
                
                9,088
                
                
                
                (64,514
                )Other
      assets
                
                
                3,400
                
                
                
                (1,200
                )Accounts
      payable and accrued liabilities
                
                
                121,370
                
                
                
                374,587Cash
      used in operating activities
                
                
                (1,600,514
                )
                
                
                (2,811,550
                )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of  fixed assets
                
                
                -
                
                
                
                (320,268
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                (320,268
                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from notes payable – related parties
                
                
                -
                
                
                
                100,000Proceeds
      from notes payable
                
                
                283,297
                
                
                
                728,000Sale
      of preferred stock
                
                
                640,758
                
                
                
                1,000,000Sale
      of common stock
                
                
                805,057
                
                
                
                1,130,996Net
      cash provided by financing activities
                
                
                1,729,112
                
                
                
                2,958,996CHANGE
      IN CASH
                
                
                128,598
                
                
                
                (172,822
                )CASH
      – BEGINNING OF PERIOD
                
                
                22,135
                
                
                
                278,443CASH
      – END OF PERIOD
                
                $
                150,733
                
                
                $
                105,621SUPPLEMENTAL
      DISCLOSURESInterest
      paid
                
                $
                79,633
                
                
                $
                21,978Non-cash
      financing transactions:Issuance
      of common stock for accrued liabilities
                
                $
                -
                
                
                $
                697,500





See
accompanying notes to condensed consolidated financial
statements


6





GLOBAL
FOOD TECHNOLOGIES, INC.


NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


SEPTEMBER 30,
2010





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





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





GoingConcern





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. Since inception, the Company has primarily been engaged in product
development and pre-operational activities.  Sales began during the
quarter ended September 30, 2009; however, only modest sales have been generated
and the Company has never earned a profit. At September 30, 2010, the Company
has accumulated losses totaling $63,306,059, negative working capital of
$2,601,108, and negative cash flows from operations of $1,600,514 for the
quarter ended September 30, 2010. 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.




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 (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. These financial statements should be read in conjunction
with the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2009, filed with the SEC on March 31, 2010.  The results of
operations for interim periods 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, 2009 and any related disclosures have been
derived from the December 31, 2009 audited financial statements filed in the
Company’s 2009 Form 10-K.


7





Accounting
policies





Revenue
Recognition




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





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.





Loss per common
share





Loss per
common share was computed using the weighted average number of shares of common
stock outstanding during the period. Preferred stock, purchase options, and
warrants were not used in the computation since their effect would be
antidilutive.





Income
taxes





The
Company has no significant income tax expense or benefit for the periods
presented due to its tax net operating loss carryforwards and related 100%
deferred tax asset valuation allowance.





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.





2.
Inventory.





At
September 30, 2010, inventory consists of frozen tilapia fish available for
sale.  It is classified as finished goods and is recorded at delivered
cost.





3. Notes Payable - Trade and
Equipment





As an
alternative to commercial trade financing, leasing and factoring, we previously
instituted a program of issuing promissory notes, secured by inventory or iPura
equipment systems, in series of maturities from one to three years with annual
interest rates from 8.2% to 9.8%. As of September 30, 2010, the equipment
financing program has been discontinued and the remaining equipment financing
debt of $97,000 has been converted to trade financing debt. The funds are
received and controlled by a third party custodian to be disbursed only for
third party costs of inventory or equipment. As is typical of trade financing,
the proceeds from sale of inventory by the Company upon collection will be
prorated and be used to repay the financing. At September 30, 2010, the Company
owed $975,297 in trade financing debt.


8





4.  Notes Payable
- Others.





In July
2009, we borrowed $126,000 from a third party. The note has a one year term, has
been renewed and is due July 2011, bears interest at 5% and is convertible into
common stock at the option of the lender at any time at a price of $4.50 per
share. The third party loaned an additional $70,000 in March 2010 and an
additional $50,000 in June 2010, on the same terms as the original
note.





5. Notes Payable Related
Parties.





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




In April
and May of 2006, we arranged for two loans aggregating $190,000 from a Director,
Gary Nielsen, of the Company. The loans bear interest of 8%. Additional
consideration for the loans was approved by the Board in August 2006, in the
form of warrants to purchase 29,000 shares of our common stock. The warrants are
exercisable at $4.50 per share for two years from the date of repayment. The
Company determined the fair value of the warrants to be $40,803 based upon the
Black-Scholes option pricing model. In August 2006, we arranged for an
additional 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 2010 and is expected to be renewed. Such
loans are unsecured.




In
January and May 2008, additional loans of $100,000 each were borrowed from a
Director, Gary Nielsen, with 12% annual interest rates.  The notes
were for 30 and 60 days respectively and were repaid at their due
dates.




In
September 2009, Gary Nielsen advanced $100,000 on a 30 day note bearing interest
at 12% per annum. The note was not paid at maturity and continues in effect as a
demand note.





6. Stockholders’
Deficit.





Preferred
Stock Issuance.





During
the three months ended September 30, 2010, there were no issuances of preferred
stock.. During the nine months ended September 30, 2010, we issued 142,391
shares of preferred stock for total proceeds of $640,758.





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 months ended September 30, 2010, a total of 209,088 shares of common stock
and 207,488 warrants to purchase common stock were issued in private placements
for total proceeds of $750,495.


9





In the
nine months ended September 30, 2010, a total of 221,213 shares of common stock
and 213,043 warrants to purchase common stock were issued in private placements
for total proceeds of $805,057.





All stock
and unit sales ranged between $3.50 to $4.50 per share or unit. All warrants are
exercisable at $7.00 and have a three year term.





During
the three months ended September 30, 2010, a total of 20,056 shares of common
stock were issued for services received from consultants totaling
$75,253.





During
the nine months ended September 30, 2010, at total of 89,085 shares of common
stock were issued for services totaling $385,881.





Warrants.





There are
9,428,508 warrants outstanding as of September 30, 2010 exercisable from 2 to 5
years at $4.50 to $7.00, in conjunction with sales of common and preferred stock
and awards for services.





The
warrants were issued under exemption from Regulation under either Regulation D
or S promulgated by the Securities and Exchange Commission under the Securities
Act of 1933.





7. Subsequent
Event





In
October 2010, an existing shareholder offered a large subscription for common
stock if it was available at a discount from the previous offering price.
Considering the Company’s cash position and the amount of the offer, sale of
Common Stock was consummated for 250,000 shares at a price of $2.25 per share.
Cash proceeds of $562,500 were immediately received. There were no costs
associated with the stock sale and no warrants to purchase common stock were
issued.





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





Company
Overview





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





In 2009,
we completed the installation of our iPuraTM System at a food
processor located in China, Tongwei (Hainan) Aquatic Products Co., and began
producing our first order of inventory and selling it in the United
States.  We completed installation of another iPuraTM System with a
processor in Vietnam,Binh An Seafood Joint
Stock Company, in early 2010, and expect production to begin at this facility by
the end of the fourth quarter of 2010, subject to our ability to raise adequate
capital and secure purchase orders.   We also had a contract for
the installation of our iPuraTM
System with a seafood processor in Chile who has gone out of
business.  The system for Chile has been fabricated but was never
delivered or installed. It is anticipated that the Chile processor will be
installed in Vietnam in a second processing facility.


10





From the
commencement of our research and development activities in 2001, we have raised
substantial equity capital to fund the development of our iPuraTM System. As of
September 30, 2010, we have generated only modest revenues and since inception
we have incurred accumulated losses totaling $63,306,059, negative working
capital of $2,601,108, and negative cash flows from operations of $1,600,514 for
the quarter ended September 30, 2010. Research on our first generation prototype
was completed in 2004, and development and refinement on the commercial system
design continued through 2005, especially adapting the system to processing
salmon. Further development has resulted in a more efficient, less labor
intensive and more easily maintained processing system.





TheCompany is executing its marketing
strategy by promoting theiPuraTM brand to food
processors and industry associations as the world’s first food safety
label.In 2008, we
commenced limited marketing of the iPuraTM brand to
consumers.  The iPuraTM seal isanchored with a
descriptive and lasting slogan:“The Highest Standard
in Food SafetyTM”. We
believe our marketing programmay achievethe following
benefits:





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


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


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


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


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




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




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


· Intelligent
packaging of product.


· Product
traceability of handling and temperature.


· An
independent third party certification of standards.


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


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





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





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


11





Currently,
most of our retail sales, such as at grocery stores, are made to customers
without any prominent iPuraTM branding. We hope to
improve point-of-sale branding, as well as increase industry and consumer
awareness of the iPuraTM
brand as resources permit.  During the next 12 months, we will
continue limited marketing to consumers, as well as continuing marketing efforts
to processors and industry associations to create awareness of our iPuraTM brand.  Due
to capital constraints, direct marketing efforts to consumers have been limited,
other than articles placed by Global Media Fund LLC.





Processor
and Distribution Agreements





We have
executed contracts for the installation of our iPuraTM Systems with four
seafood processors, two in Vietnam, one in China and one in Chile. The processor
in Chile has gone out of business and there are no current plans to find a
Chilean replacement. The installations have been completed at the processor in
China and with one of the processors in Vietnam. All of the current agreements
are structured pursuant to our “importer” model (see our Annual Report on Form
10-K for more details), with our wholly-owned subsidiary, iPura Food
Distribution Company (IFD) responsible for ordering and purchasing the seafood
from the processors, and then importing and distributing the seafood products to
retailers or other distributors. IFD has also signed agreements with the same
processors outlining the exclusive purchase terms. As detailed below, as of
September 30, 2010, we have only commenced processing seafood with one of these
processors.





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





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





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


12





Liquidity
and Capital Resources





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





Based on
our cash balance as of September 30, 2010, we are in need of immediate
additional financing to fund our current working capital requirements, including
accounts payable.  Furthermore, we believe that we will need
approximately $5 million to manufacture iPuraTM Systemsand cover operating expenses during the next 12 months, in addition to
securing a line of credit or other financing to finance the inventory of iPuraTM  product.  As
an alternative to a traditional commercial bank line of credit, we have
implemented a program, described below, to finance inventory.  The
amount of capital required will vary depending on a variety of factors, many of
which are beyond our control.  We cannot assure you that funds from
our future operations or funds provided by our current financing activities
will meet the requirements of our operations, and in that event, we will
continue to seek additional sources of financing to maintain
liquidity.  Any additional capital we raise may involve issuing
additional shares of common stock or other equity securities, or obtaining debt
financing. However, at this point, we have not specifically identified the type
or sources of this funding.





As of
September 30, 2010, we had debt other than trade indebtedness in the ordinary
course of business in the form of short term loans of $640,000 from a Director
and a shareholder due on demand and three one year notes from a third party in
the amount of $246,000.  Currently, we do not have the ability or
resources to repay such loans if a demand is made for repayment in
full.





We have
implemented a trade financing program for individual accredited investors as an
alternative to traditional commercial inventory financing and
factoring.  This financing program consists of issuing promissory
notes, secured by inventory, in series of maturities from one to three years
with annual interest rates from 8.2% to 9.8%. The funds are received and
controlled by a third party custodian to be disbursed only for third party costs
of inventory. As is typical of trade financing, the Company’s collected sales
proceeds will be utilized to service this debt. At September 30, 2010, $878,297
in trade financing debt has been received.





In July
2009, we also implemented an equipment financing program based on the same
structure as the trade finance program using short term notes secured by the
installed iPura
TM equipment located in
Vietnam. At September 30, 2010, the remaining $97,000 in equipment financing
debt was converted to trade financing.





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


13


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





Results
of Operations





Sales:





We began
sales in July 2009, with sales of $343,179 recorded for the year ended December
31, 2009. In the quarter ended March 31, 2010, sales were $321,324, of which 65%
were to Safeway, Inc., a large national chain. In the quarter ended June 30,
2010, sales were $314,476, of which 39% were to Safeway. During the quarter
ended September 30, 2010, sales were $297,455, none of which are attributable to
Safeway. The remaining sales were to regional grocery distributors that sell to
independent grocery stores, food service distributors and restaurants in many
regions throughout the country. While we expect sales to Safeway to resume, the
non-Safeway sales have continued to increase quarterly. We anticipate an
increase in volume from these existing customers and additional sales to new
chains and distributors as they respond to our marketing programs. Our gross
loss on these limited sales for the first nine months was $3,923 or
-0.4%. Whereas invoicing margins remained consistent from prior periods,
increased warehousing and transportation costs included in cost of sales were
not absorbed by the volume of sales activity. We anticipate that our gross
margins will continue to be very small throughout the remainder of 2010, as we
continue to roll out of products with extremely competitive, commodity-based
pricing.  If we are successful in promoting our iPura brand and its
benefits, we anticipate increasing our prices and gross profit margins in the
future.





Expenses:





Our net
loss for the quarter ended September 30, 2010 was $857,948 compared to $965,771
for the comparable quarter ended September 30, 2009, a decrease of 11% due to
fewer non cash expense charged to general and administrative expenses described
below. For the nine months ended September 30, 2010, net loss decreased 10% over
the comparable 2009 nine month period, from $2,972,338 to $2,689,786 for the
same reason as the decrease in the three month periods.





The
decreases in net loss between both the three and nine months comparative periods
are primarily attributable to an approximate 17% decrease in General and
Administrative expenses the result a general decrease in spending especially for
legal and travel but also including a reduction of  non-cash charges
to expense for issuance of equity securities. The overall decrease also includes
an approximate 16% reduction in marketing expenses resulting from a reduction in
print advertising and collateral materials between both the comparable periods.
Research and Development expense remained fairly constant between both
comparative periods, increasing 5% between the the nine month periods and 4%
between the three month periods with no new programs being
undertaken.





Depreciation
expense remained constant between the three month periods, increasing 6% between
the nine month periods,  with only one iPura system having been
installed and depreciated but will increase as additional systems are installed.
Interest expense increased approximately 70% between the nine month comparative
periods reflecting the increased debt levels and is expected to increase
substantially as the trade finance debt facility is expanded. The cash used in
operations decreased by approximately 43% from $2,811,550 to $1,600,514 between
the nine month periods ended September 30, 2009 and 2010, respectively,
resulting from a substantial decrease in 2010 of inventories and accounts
receivable.


14





Off
Balance Sheet Arrangements





We do not
have any off-balance sheet arrangements.





Customer
and Supplier Concentration





Ourrevenuefor the nine months ended September 30,
2010 wasderived from a
limited number of  customers,with approximately35% ofourtotal revenue attributable toone customer, Safeway,
Inc.We expect this customer concentration to
continue in the short-term as we seek to expand our sales with Safeway, Inc, but
anticipate that customer concentration will eventually begin to decline if we
are able to expand our customer base and effectively market and brand
iPura.





All of our inventory for the quarter
ended September 30, 2010 was derived from one supplier at its processing plant
in China.  As described above, subject to financial resources and
obtaining purchase orders, we anticipate purchasing and processing additional
inventory from another supplier located in Vietnam by the fourth quarter of
2010.   Therefore, we anticipate continued dependence upon a very
small number of suppliers.The future loss of any major customeror suppliercould have a material adverse effect onourbusiness, financial condition and
results of operations.





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.





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.


15





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





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





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.





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





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





·
            whether
      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;




16




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




·
            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 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;




·
            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;


17




·
            the
      risk of non-payment by, and/or insolvency or bankruptcy of, any of our
      future customers or 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;




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





During
the three months ended September 30, 2010, a total of 20,056 shares of common
stock were issued for services to consultants. Related expense of approximately
$75,253 was recorded as operating expenses in the quarter ended September 30,
2010.





During
the three months ended September 30, 2010, a total of 209,088 shares of common
stock and 207,488 warrants to purchase common stock were issued in private
placements for total proceeds of $750,495.





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.


18





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





During
the three month period ended September 30, 2010, 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.   REMOVED AND RESERVED





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 have not
been any material change to the procedures by which our security holders may
recommend nominees to our Board of Directors.


19





ITEM
6.  EXHIBITS





Exhibit
                                  No.
                                
                                Description3.1
      (1)
                                
                                Certificate
      of Amendment to Certificate of Incorporation dated August 18,
      2005.3.2
      (2)
                                
                                Certificate
      of Amendment to Certificate of Incorporation dated September 15,
      2005.3.3
      (3)
                                
                                Restated
      Certificate of Incorporation dated October 18, 2005.3.4
      (3)
                                
                                Second
      Amended and Restated Bylaws as of August 31, 2005.3.5
      (5)
                                
                                Restated
      Certificate of Incorporation dated October 18, 20053.6
      (5)
                                
                                Second
      Amended and Restated Bylaws as of August 31, 200531.1*
                                
                                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 August 19, 2005 as an exhibit to Global Food’s Report on Form 8-K and
      incorporated herein by reference.


(2)
            Filed
      on October 6, 2005 as an exhibit to Global Food’s Report on Form 8-K and
      incorporated herein by reference.


(3)
            Filed
      on November 23, 2005 as an exhibit to Global Food’s Report on Form 10-QSB
      and incorporated herein by
reference.


(4)
            Filed
      on December 11,2009, as an exhibit to our Report on Form 8-K and
      incorporated herein by reference


(5)
            Filed
      on November 23, 2005, as an exhibit to our Form 10-QSB and incorporated
      herein by reference


20





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:  November
      15, 2010
                                    
                                    By:
                                    /s/ Keith MeeksKeith
      Meeks, President andChief
      Executive Officer(PRINCIPAL
      EXECUTIVE OFFICER)Dated:  November
      15, 2010
                                    
                                    By:
                                    /s/ Marshall F. SparksMarshall
      F. Sparks, Chief Financial Officer(PRINCIPAL
      ACCOUNTING OFFICER)


21