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
endedMARCH 31, 2009





 ̈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
o





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  ̈  
No x





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,
      2009Common
      stock, par value $0.0001
                  
                  29,233,871


GLOBAL
FOOD TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2009





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
                9ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                15ITEM
      4T. CONTROLS AND PROCEDURES
                15PART
      II - OTHER INFORMATION
                16ITEM
      1.  LEGAL PROCEEDINGS
                16ITEM
      1A. RISK FACTORS
                16ITEM
      2.  UNREGISTERED SALES OF EQUITY SECURITIES
                16ITEM
      3.  DEFAULTS UPON SENIOR SECURITIES
                16ITEM
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
    HOLDERS
                17ITEM
      5.  OTHER INFORMATION
                17ITEM
      6.  EXHIBITS
                17




2


PART
I – FINANCIAL INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS





GLOBAL
FOOD TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED
BALANCE SHEETS





March 31,
                          2009
                          (Unaudited)
                        
                        
                        December 31,
                          2008ASSETSCurrent
      AssetsCash
                        
                        $
                        91,976
                        
                        
                        $
                        278,443Prepaid
      expenses
                        
                        
                        64,786
                        
                        
                        
                        30,977Total
      Current Assets
                        
                        
                        156,762
                        
                        
                        
                        309,420Fixed
      Assets – net
                        
                        
                        698,410
                        
                        
                        
                        719,540Other
      Asset
                        
                        
                        25,189
                        
                        
                        
                        24,889TOTAL
      ASSETS
                        
                        $
                        880,361
                        
                        
                        $
                        1,053,849LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      LiabilitiesAccounts
      payable
                        
                        $
                        127,302
                        
                        
                        $
                        39,608Accrued
      liabilities
                        
                        
                        708,577
                        
                        
                        
                        1,134,232Notes
      payable – related parties
                        
                        
                        640,000
                        
                        
                        
                        540,000Total
      Current Liabilities
                        
                        
                        1,475,879
                        
                        
                        
                        1,713,840Commitments
      and ContingenciesStockholders’
      Deficit:Preferred
      stock, $.0001 par value, 20,000,000 shares authorized, none
      outstanding
                        
                        
                        -
                        
                        
                        
                        -Common
      stock, $.0001 par value, 100,000,000 shares authorized, 29,217,080 shares
      issued and outstanding
                        
                        
                        2,922
                        
                        
                        
                        2,899Additional
      paid-in capital
                        
                        
                        54,464,504
                        
                        
                        
                        53,495,490Deficit
      accumulated during the development stage
                        
                        
                        (55,062,944
                        )
                        
                        
                        (54,158,380
                        )Total
      Stockholders’ Deficit
                        
                        
                        (595,518
                        )
                        
                        
                        (659,991
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                        
                        $
                        880,361
                        
                        
                        $
                        1,053,849





See
accompanying notes to condensed financial statements


3





GLOBAL
FOOD TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE
COMPANY)


CONDENSED
STATEMENTS OF OPERATIONS


(Unaudited)





For the Three MonthsEnded
                    March 31,
                  
                  
                  The Period
                    From July
                    25, 2001
                    (Inception) To
                    March 31,2009
                  
                  
                  2008
                  
                  
                  2009Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -ExpensesMarketing
                  
                  
                  309,830
                  
                  
                  
                  587,198
                  
                  
                  
                  10,251,347General
      and administrative
                  
                  
                  390,688
                  
                  
                  
                  997,459
                  
                  
                  
                  17,516,923Research
      and development
                  
                  
                  172,116
                  
                  
                  
                  789,862
                  
                  
                  
                  22,747,059Depreciation
                  
                  
                  21,130
                  
                  
                  
                  3,689
                  
                  
                  
                  560,187Interest
                  
                  
                  10,800
                  
                  
                  
                  12,664
                  
                  
                  
                  355,414Asset
      impairment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,182,014Merger
      related costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  450,000Total
      Expenses
                  
                  
                  904,564
                  
                  
                  
                  2,390,872
                  
                  
                  
                  55,062,944NET
      LOSS
                  
                  $
                  (904,564
                  )
                  
                  $
                  (2,390,872
                  )
                  
                  $
                  (55,062,944
                  )Loss
      per common share, basic and diluted
                  
                  $
                  (0.03
                  )
                  
                  $
                  (0.09
                  )Weighted
      average common shares outstanding, basic and diluted
                  
                  
                  29,109,410
                  
                  
                  
                  27,515,015





See
accompanying notes to condensed financial statements


4


GLOBAL
FOOD TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED
STATEMENTS OF STOCKHOLDERS’ DEFICIT


FOR THE
PERIOD FROM JULY 25, 2001 (INCEPTION) TO MARCH 31, 2009


(Unaudited)




Common Stock
                              
                              
                              Additional
                                Paid-in
                              
                              
                              Deficit
                                Accumulated
                                During the
                                Development
                              
                              
                              Total
                                Stockholders’Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              Stage
                              
                              
                              DeficitIssuance
      to founders at inception, at par
                              
                              
                              10,333,333
                              
                              
                              $
                              1,033
                              
                              
                              $
                              (1,002
                              )
                              
                              $
                              -
                              
                              
                              $
                              31Sales
      of stock for cash, net
                              
                              
                              298,706
                              
                              
                              
                              30
                              
                              
                              
                              154,008
                              
                              
                              
                              -
                              
                              
                              
                              154,038Premium
      on preferred stock
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (200,800
                              )
                              
                              
                              -
                              
                              
                              
                              (200,800
                              )Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              ( 957,269
                              )
                              
                              
                              (957,269
                              )Balance,
      December 31, 2001
                              
                              
                              10,632,039
                              
                              
                              
                              1,063
                              
                              
                              
                              (47,794
                              )
                              
                              
                              (957,269
                              )
                              
                              
                              (1,004,000
                              )Sales
      of stock for cash, net
                              
                              
                              4,848,575
                              
                              
                              
                              485
                              
                              
                              
                              4,308,374
                              
                              
                              
                              -
                              
                              
                              
                              4,308,859Premium
      on preferred stock
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (12,500
                              )
                              
                              
                              -
                              
                              
                              
                              (12,500
                              )Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (3,584,307
                              )
                              
                              
                              (3,584,307
                              )Balance,
      December 31, 2002
                              
                              
                              15,480,614
                              
                              
                              
                              1,548
                              
                              
                              
                              4,248,080
                              
                              
                              
                              (4,541,576
                              )
                              
                              
                              (291,948
                              )Sales
      of stock for cash, net
                              
                              
                              2,155,353
                              
                              
                              
                              216
                              
                              
                              
                              3,865,864
                              
                              
                              
                              -
                              
                              
                              
                              3,866,080Premium
      on preferred stock
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (291,800
                              )
                              
                              
                              -
                              
                              
                              
                              (291,800
                              )Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (4,265,029
                              )
                              
                              
                              (4,265,029
                              )Balance,
      December 31, 2003
                              
                              
                              17,635,967
                              
                              
                              
                              1,764
                              
                              
                              
                              7,822,144
                              
                              
                              
                              (8,806,605
                              )
                              
                              
                              (982,697
                              )Sales
      of stock for cash, net
                              
                              
                              1,199,081
                              
                              
                              
                              120
                              
                              
                              
                              4,434,772
                              
                              
                              
                              -
                              
                              
                              
                              4,434,892Premium
      on preferred stock
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (37,501
                              )
                              
                              
                              -
                              
                              
                              
                              (37,501
                              )Fair
      value of warrants  issued for services
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              3,400
                              
                              
                              
                              -
                              
                              
                              
                              3,400Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (2,626,785
                              )
                              
                              
                              (2,626,785
                              )Balance,
      December 31, 2004
                              
                              
                              18,835,048
                              
                              
                              
                              1,884
                              
                              
                              
                              12,222,815
                              
                              
                              
                              (11,433,390
                              )
                              
                              
                              791,309Sales
      of stock for cash, net
                              
                              
                              1,732,220
                              
                              
                              
                              173
                              
                              
                              
                              7,943,948
                              
                              
                              
                              -
                              
                              
                              
                              7,944,121Premium
      on preferred stock
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (271,123
                              )
                              
                              
                              -
                              
                              
                              
                              (271,123
                              )Fair
      value of warrants issued for services
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              21,825
                              
                              
                              
                              -
                              
                              
                              
                              21,825Fair
      value of stock issued for services
                              
                              
                              82,598
                              
                              
                              
                              8
                              
                              
                              
                              371,683
                              
                              
                              
                              -
                              
                              
                              
                              371,691Conversion
      of preferred stock
                              
                              
                              2,400,540
                              
                              
                              
                              240
                              
                              
                              
                              2,938,879
                              
                              
                              
                              -
                              
                              
                              
                              2,939,119Stock
      transferred in consummation of merger
                              
                              
                              100,000
                              
                              
                              
                              10
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              10Stock
      issued for merger related costs
                              
                              
                              100,000
                              
                              
                              
                              10
                              
                              
                              
                              449,990
                              
                              
                              
                              -
                              
                              
                              
                              450,000Stock
      issued to round up split
                              
                              
                              1,369
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -Stock
      issued for media contract
                              
                              
                              244,444
                              
                              
                              
                              24
                              
                              
                              
                              1,099,976
                              
                              
                              
                              -
                              
                              
                              
                              1,100,000Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (11,598,728
                              )
                              
                              
                              (11,598,728
                              )Balance,
      December 31, 2005
                              
                              
                              23,496,219
                              
                              
                              
                              2,349
                              
                              
                              
                              24,777,993
                              
                              
                              
                              (23,032,118
                              )
                              
                              
                              1,748,224Sales
      of stock for cash, net
                              
                              
                              724,958
                              
                              
                              
                              73
                              
                              
                              
                              3,111,338
                              
                              
                              
                              -
                              
                              
                              
                              3,111,411Stock
      issued for services
                              
                              
                              37,065
                              
                              
                              
                              4
                              
                              
                              
                              166,782
                              
                              
                              
                              -
                              
                              
                              
                              166,786Fair
      value of incentive stock issued
                              
                              
                              530,000
                              
                              
                              
                              53
                              
                              
                              
                              2,384,947
                              
                              
                              
                              -
                              
                              
                              
                              2,385,000Stock
      issued for media contract
                              
                              
                              411,111
                              
                              
                              
                              41
                              
                              
                              
                              1,849,959
                              
                              
                              
                              -
                              
                              
                              
                              1,850,000Fair
      value of warrants issued
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              2,982,098
                              
                              
                              
                              -
                              
                              
                              
                              2,982,098Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (13,095,099
                              )
                              
                              
                              (13,095,099
                              )Balance
      December  31, 2006
                              
                              
                              25,199,353
                              
                              
                              
                              2,520
                              
                              
                              
                              35,273,117
                              
                              
                              
                              (36,127,217
                              )
                              
                              
                              (851,580
                              )Sales
      of stock for cash, net
                              
                              
                              1,273,705
                              
                              
                              
                              127
                              
                              
                              
                              5,477,237
                              
                              
                              
                              -
                              
                              
                              
                              5,477,364Stock
      issued for services
                              
                              
                              208,155
                              
                              
                              
                              21
                              
                              
                              
                              936,666
                              
                              
                              
                              -
                              
                              
                              
                              936,687Fair
      value of incentive stock issued
                              
                              
                              460,000
                              
                              
                              
                              46
                              
                              
                              
                              2,069,954
                              
                              
                              
                              -
                              
                              
                              
                              2,070,000Stock
      issued for media contract
                              
                              
                              166,668
                              
                              
                              
                              17
                              
                              
                              
                              749,983
                              
                              
                              
                              -
                              
                              
                              
                              750,000Fair
      value of warrants issued
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              313,008
                              
                              
                              
                              -
                              
                              
                              
                              313,008Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (9,014,927
                              )
                              
                              
                              (9,014,927
                              )Balance
      December 31, 2007
                              
                              
                              27,307,881
                              
                              
                              
                              2,731
                              
                              
                              
                              44,819,965
                              
                              
                              
                              (45,142,144
                              )
                              
                              
                              (319,448
                              )Sales
      of stock for cash, net
                              
                              
                              1,090,889
                              
                              
                              
                              109
                              
                              
                              
                              4,735,623
                              
                              
                              
                              -
                              
                              
                              
                              4,735,732Stock
      issued for services
                              
                              
                              245,301
                              
                              
                              
                              24
                              
                              
                              
                              1,103,830
                              
                              
                              
                              -
                              
                              
                              
                              1,103,854Fair
      value of incentive stock issued
                              
                              
                              191,000
                              
                              
                              
                              19
                              
                              
                              
                              859,481
                              
                              
                              
                              -
                              
                              
                              
                              859,500Stock
      issued for media contract
                              
                              
                              166,668
                              
                              
                              
                              16
                              
                              
                              
                              749,984
                              
                              
                              
                              -
                              
                              
                              
                              750,000Fair
      value of warrants issued
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              1,226,607
                              
                              
                              
                              -
                              
                              
                              
                              1,226,607Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (9,016,236
                              )
                              
                              
                              (9,016,236
                              )Balance,
      December 31, 2008
                              
                              
                              29,001,739
                              
                              
                              
                              2,899
                              
                              
                              
                              53,495,490
                              
                              
                              
                              (54,158,380
                              )
                              
                              
                              (659,991
                              )Sales
      of stock for cash, net
                              
                              
                              47,453
                              
                              
                              
                              5
                              
                              
                              
                              213,536
                              
                              
                              
                              -
                              
                              
                              
                              213,541Stock
      issued for services
                              
                              
                              167,888
                              
                              
                              
                              18
                              
                              
                              
                              755,478
                              
                              
                              
                              -
                              
                              
                              
                              755,496Net
      loss
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (904,564
                              )
                              
                              
                              (904,564
                              )Balance,
      March 31, 2009
                              
                              
                              29,217,080
                              
                              
                              $
                              2,922
                              
                              
                              $
                              54,464,504
                              
                              
                              $
                              (55,062,944
                              )
                              
                              $
                              (595,518
                              )





See
accompanying notes to condensed financial statements


5


GLOBAL
FOOD TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED
STATEMENTS OF CASH FLOWS


(Unaudited)




For the Three Months Ended
                    March 31,
                  
                  
                  The Period From
                    July 25, 2001
                    (Inception) To
                    March 31,2009
                  
                  
                  2008
                  
                  
                  2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (904,564
                  )
                  
                  $
                  (2,390,872
                  )
                  
                  $
                  (55,062,944
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                  
                  
                  21,130
                  
                  
                  
                  3,689
                  
                  
                  
                  560,187Fair
      value of warrants issued for services
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,546,938Fair
      value of stock issued for services
                  
                  
                  755,496
                  
                  
                  
                  590,000
                  
                  
                  
                  3,334,514Fair
      value of incentive plan grants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  5,314,500Fair
      value of stock issued for media services
                  
                  
                  -
                  
                  
                  
                  187,500
                  
                  
                  
                  4,450,000Impairment
      of assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,182,014Merger
      related costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  450,000Changes
      in assets and liabilities:Prepaid
      expenses
                  
                  
                  (33,809
                  )
                  
                  
                  (24,822
                  )
                  
                  
                  (64,786
                  )Other
      assets
                  
                  
                  (300
                  )
                  
                  
                  -
                  
                  
                  
                  (25,189
                  )Accounts
      payable and accrued liabilities
                  
                  
                  (337,961
                  )
                  
                  
                  90,293
                  
                  
                  
                  835,879Cash
      used in operating activities
                  
                  
                  (500,008
                  )
                  
                  
                  (1,544,212
                  )
                  
                  
                  (32,478,887
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of  BEST system
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (3,157,111
                  )Acquisition
      of  fixed assets
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,283,500
                  )Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,440,611
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      for notes payable – related parties
                  
                  
                  100,000
                  
                  
                  
                  -
                  
                  
                  
                  940,000Principal
      payments on notes payable – related parties
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (300,000
                  )Sale
      of redeemable Series A preferred stock – net
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,125,405Sale
      of common stock
                  
                  
                  213,541
                  
                  
                  
                  1,084,209
                  
                  
                  
                  34,246,069Net
      Cash provided by financing activities
                  
                  
                  313,541
                  
                  
                  
                  1,084,209
                  
                  
                  
                  37,011,474CHANGE
      IN CASH
                  
                  
                  (186,467
                  )
                  
                  
                  (460,003
                  )
                  
                  
                  91,976CASH
      – BEGINNING OF PERIOD
                  
                  
                  278,443
                  
                  
                  
                  552,697
                  
                  
                  
                  -CASH
      – END OF PERIOD
                  
                  $
                  91,976
                  
                  
                  $
                  92,694
                  
                  
                  $
                  91,976SUPPLEMENTAL
      DISCLOSURESInterest
      paid
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  97,970Non-cash
      financing transactions:Conversion
      of redeemable preferred stock
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  2,939,119Accretion
      of redemption value of preferred stock
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  813,719Stock
      transferred in consummation of merger
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  10





See
accompanying notes to condensed financial statements


6





GLOBAL
FOOD TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE
COMPANY)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


MARCH 31,
2009





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 substantially increase
the shelf life of commercially packaged seafood and to make those products safer
for human consumption. The Company has developed a process using its developed
technology called the “iPuraTMFood
Processing System”. The Company’s ability to
generate revenue will depend, among other things, on its ability to demonstrate
the merits of the iPuraTMsystem as well as brand development and establishing alliances with
suppliers and vendors.  The Company has not generated revenues to date
and continues to operate as a development stage entity.




Going
Concern





The
accompanying 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.  No revenue has been generated to date
and the Company has accumulated losses totaling $55,062,944 and negative cash
flows from operations of $32,478,887 from inception through March 31, 2009 and
has negative working capital. The Company’s ability to continue as a going
concern is predicated on its ability to raise additional capital, begin earning
revenue 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 financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





Development
Stage and Capital Resources





Since its
inception, the Company has devoted substantially all of its efforts to business
planning, research and development, recruiting management and technical staff,
acquiring operating assets and raising capital. Accordingly, the Company is
considered to be in the development stage as defined in Statement of Financial
Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by
Development Stage Enterprises. The Company has not generated any revenues
from its principal operations, and there is no assurance of future
revenues.




Basis
of presentation





The
accompanying unaudited condensed 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, 2008, filed with the SEC on February 27, 2009.  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 balance sheet
as of December 31, 2008 and the condensed statement of stockholders’ equity from
inception to December 31, 2008 have been derived from the December 31, 2008
audited financial statements filed in the Company’s 200 Form
10-K.


7





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.





Loss per common share- Loss per common share was computed using the weighted average number of
shares of common stock outstanding during the period. 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.





2. Stockholders’
Deficit





Stock
Issuances.We
have been selling stock to fund operations since inception and expect to
continue to sell stock to fund continued operations. Through December 31, 2008,
common and preferred stock were sold in various offerings resulting in
15,724,027 shares being issued for cash with total net proceeds of
$36,822,054.





In the
three months ended March 31, 2009, a total of 47,453 shares of common stock and
11,839 warrants to purchase common stock were issued in private placements for
total proceeds of $213,541. All stock and unit sales were at $4.50 per share or
unit. All warrants are exercisable at $7.00 and have a three year
term.





In the
three months ended March 31, 2009, a total of 167,888 shares of common stock
were issued for services to consultants and Directors. Related expense of
approximately $755,496 was recorded as operating expenses in the quarter ended
March 31, 2009.





The above
securities 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.





Warrants.At December 31, 2008, there
were 6,373,451 warrants outstanding. In the three months ended March 31, 2009,
an additional 11,839 warrants were issued in conjunction with sales of common
stock (as noted above). There are 6,385,290 warrants outstanding as of March 31,
2009.





3.
Subsequent Event. A series of Preferred Stock was designated as
Series B in the amount of 1,000,000 shares, $.0001 par value.  The
series has preferential rights in liquidation over common stock and is
convertible into common stock at an initial conversion rate of $4.50 per share.
This is a mandatory conversion when the price of the common stock equals 150% of
the conversion rate. The conversion rate may be adjusted downward to the lowest
price at which common stock is sold for cash while the series remains
outstanding.


8





In April,
2009, we entered into a subscription agreement for the sale of 222,222 shares of
Series B Preferred Stock for $1,000,000 cash.  We received the funds
and will issue the shares promptly after the Certificate of Designation is filed
with the Secretary of State of Delaware.





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




The
following presentation of Management’s Plan of Operation has been prepared by
internal management and should be read in conjunction with the financial
statements and notes thereto included in Item 1 of this Quarterly Report on Form
10-Q. Except for the historical information contained herein, the discussion in
this report contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our business plans, objectives,
expectations and intentions as of the date of this filing.  The
cautionary statements about reliance on forward-looking statements made below in
this document should be given serious consideration with respect to all
forward-looking statements wherever they appear in this report. Our actual
results could differ materially from those discussed here.





Plan
of Operation





From the
commencement of our research and development activities in 2001, we have raised
substantial equity capital to fund the development of our iPuraTM System (formerly
referred to as the BEST Seafood Processing System). Our iPuraTM System is ready for
market introduction as the physical embodiment of TheiPuraTMFood Safety
Program, although our other prospective products still require additional
research and development, and some customization of the iPuraTMsystem will be required
for each specific on-site installation. As of March 31, 2009, we have not
generated any revenues and since inception we have incurred accumulated losses
of $55,062,944 and negative operating cash flows of $32,478,887. 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.
This system has been fabricated and installed in a processing facility in China
in 2008, and will commence commercial production in the second quarter of
2009.





GFT began
promoting theiPuraTMlabel through industry trade shows, trade publications, workshops,
seminars, invited speaking engagements, and meetings sponsored on our behalf by
various governmental agencies and industry trade associations. The Company is
executing its marketing strategy by promoting the iPuraTM brand to food
processors and industry associations as the world’s first food safety
label.In 2008, we
commenced marketing the iPuraTM brand to
consumers.  The iPuraTM seal isanchored with a
descriptive and lasting slogan:“The Highest Standard in Food
SafetyTM”.





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


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


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


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


9


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





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





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


· 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 an extensive media and educational campaign focusing on the
health and economic benefits of iPuraTMtreated products and the
increased profit margins available to the entire distribution chain. GFT has
entered into a media-buying agreement, financed with common stock, with its
strategic partner Global Media Fund LLC. The agenda includes regular
distribution of feature articles in the U.S. to over 10,000 newspapers, news,
wire services, and radio spots to more than 6,000 radio stations, over a
24-month period, with a total advertising rate value of $54 million.GFT’s
pull through marketing campaign will begin with “Ask your grocer for iPuraTM”. Food safety is
public health news and we anticipate that the iPuraTMfood safety brand will
be publicized as news in media across the globe. These ads have been placed on a
limited basis in the past and the frequency is now being increased.





Initially,
we have targeted three major seafood markets: Chile, Vietnam, and China. Each is
among the world’s top 10 seafood exporting markets and potential customers as
well as certain government agencies in each country have expressed interest in
installing iPuraTM
systems.  Withthe official sponsorship
of government and industry associations, GFT has presented to hundreds of
processors in these countries, and has negotiated contracts with large volume
processors in each country. GFT anticipates expanding into other large seafood
producing countries such as Norway, Thailand, India, Canada, and the United
States in phase two. Seafood is expected to be followed by poultry and pork,
with plans to develop a system for meat and possibly other food products
marketed under the iPuraTM label in the
future.  At this time, our focus is solely on seafood and we have not
started any research or development on such other potential
products.





GFT has
established itself in three of the world’s largest seafood exporting countries:
China, Vietnam and Chile. GFT believes that it was successful in executing a top
down strategy that began at the respective country’s governmental level of The
Ministry of Agriculture / Department of Agriculture; these meetings resulted in
introductions to the Ministry of Fisheries / Department of Fisheries, which led
to introductions with governmental food regulatory agencies and referrals by
these public entities to the Seafood Processing Associations. All were briefed
on the iPuraTM Food
Safety Program and the economic value proposition was
explained.


10





During
the next 12 months, we will continue to market to consumers, primarily through
our agreement with Global Media Fund described above, and to continue our direct
marketing efforts to processors and industry associations to create awareness of
our iPuraTM brand, the
iPuraTM Seafood
Processing System and other food processing technologies.





We also
intend to participate in the following industry conferences:


·
            Institute
      of Food Technologists Expo


·
            Food
      Marketing Institute Annual Business
Conference


·
            Food
      Safety Conference (International Association for Food
      Protection)


·
            National
      Food Policy Conference





As of
March 31, 2009, we had no debt other than trade indebtedness in the ordinary
course of business and short term loans of $640,000 from a Director and a
shareholder due on demand. Based on our cash balance as of March 31, 2009, we
estimate that we will need to raise additional capital in the amount of $5
million to cover our operating costs for fiscal year 2009 and obtain a line of
credit to finance the “inventory” of iPuraTM  product.
Any additional capital we raise may involve issuing additional shares of common
stock or other equity securities, or obtaining debt financing. However, at this
point, we have not specifically identified the type or sources of this
funding.  We are exploring commercial and joint venture financing
opportunities and relationships with potential processor/customers with sale and
lease-back arrangements.





We
believe that we have adequate plant capabilities and capacity and sufficient
qualified personnel to achieve our planned operations over the next 12 months,
although we do anticipate an investment in additional research and laboratory
facilities to meet any accelerated or new product support requirements. In
addition, an increase in the number of units of the iPuraTM System
produced and installed beyond the first two units will likely require additional
outsourcing of fabrication, integration and installation of the units. We will
add non-technical support personnel as required to manage the increase in
administrative activity.





Revenues





Since our
inception, we have not had any revenues from operations and have operated mainly
as a research and development company.  We are classified as a
“Development Stage Company” under accounting principles generally accepted in
the United States. We expect to have revenues in the first half of
2009.





Liquidity
and Capital Resources





The
independent auditors report on our financial statements for the year ended
December 31, 2008 included in this Form 10-K states that our need to generate
sufficient cash flow to meet our obligations and sustain operations raises
substantial doubts about our ability to continue as a going
concern.





Historically,
our sole source of cash has been the sale of equity to
investors.  Although we expect to generate revenue from installing and
operating the initial iPuraTM Systems
within the next 12 months, any funds generated from installing and operating our
iPuraTM Systems
during fiscal year 2009 are not expected to cover our operating expenses. In
addition to cash in hand as of December 31, 2008, we believe that we will need
approximately $5 million to manufacture iPuraTM Systemsand cover operating expenses during the next 12 months, in addition to a
line of credit to finance the inventory of iPuraTM  product.
However, 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.


11





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 actively exploring
options for inventory debt financing with other private
parties.  Successful inventory financing is a critical need in order
for us to begin distributing our products and generating revenue.  We
cannot assure you that we will be able to secure additional funds from debt or
equity financing, as and when we need to, or if we can, that the terms of this
financing will be favorable to us or our stockholders.





Critical
Accounting policies





Loss per common share- Loss per common share was computed using the weighted average number of
shares of common stock equivalents outstanding during the period. Stock purchase
warrants were not used in the computation as their effect would be
antidilutive.





Stock-based
compensation – Statement of Financial Accounting Standards 123R,
“Share-Based Payment” (“SFAS 123R”) requires that the cost resulting from all
share-based payment transactions be recognized in the financial statements. This
statement establishes fair value as the measurement objective in accounting for
share-based payment arrangements and requires all entities to apply a fair-value
based measurement method in accounting for share-based payment transactions with
employees except for equity instruments held by employee share ownership plans.
Effective January 1, 2006, the Company adopted the fair value recognition
provisions of SFAS 123R, using the modified prospective method. Under this
method, the provisions of SFAS 123R apply to all awards granted or modified
after the date of adoption and all previously granted awards not yet vested as
of the date of adoption.  The initial adoption of this standard had no
effect on the Company’s financial statements.





Shares,
warrants and options issued to non-employees for services are accounted for in
accordance with SFAS 123(R) and Emerging Issues Task Force Issue No. 96-18
(“EITF 96-18”), “Accounting for Equity Instruments that are Issued to Other Than
Employees for Acquiring or In Conjunction with Selling Goods or Services”
whereby the fair value of such option and warrant grants is determined using the
Black-Scholes Model at the earlier of the date at which the non-employee’s
performance is completed or a performance commitment is reached





Off
Balance Sheet Arrangements





We do not
have any off-balance sheet arrangements.





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.


12


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 the terms on which we will be able to obtain this
      financing, if at all;




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




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




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




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




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




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




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




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




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




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




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




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




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




13


·
            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, 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.




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


14




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 deficiency has been
in failing to timely file our periodic reports due to our limited number of
personnel and segregation of duties.





Changes
in Internal Control Over Financial Reporting





Further,
as required by Rule 13a-15(d) of the Exchange Act and under the supervision and
with the participation of our Certifying Officers, we carried out an evaluation
as to whether there has been any change in our internal control over financial
reporting during our fiscal quarter ended March 31, 2009. Based upon this
evaluation, we have concluded that there has not been any change in our internal
control over financial reporting during our fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.





Internal
control over financial reporting is a process designed by, or under the
supervision of, our principal executive and principal financial officers, or
persons performing similar functions, and effected by our board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.  Internal control over financial reporting includes those
policies and procedures that: (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets;  (ii)  provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.


15





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, see “Cautionary Information Regarding Forward-Looking Statements”
in Part I, Item 2 for a brief description of certain risks that could have a
material, adverse impact on the Company and its operations.





ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES





Sales
of Unregistered Securities





During
the period covered by this Quarterly Report, we issued the following securities
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.





In the
three months ended March 31, 2009, a total of 47,453 shares of common stock and
11,839 warrants to purchase common stock were issued in private placements for
total proceeds of $213,541. All stock and unit sales were at $4.50 per share or
unit. All warrants are exercisable at $7.00 and have a three year
term.





In the
three months ended March 31, 2009, a total of 167,888 shares of common stock
were issued for services to consultants and Directors. Related expense of
approximately $755,496 was recorded as operating expenses in the quarter ended
March 31, 2009.





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, 2009, 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.


16





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





None





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.




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, 2005.31.1*
                      
                      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 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.




17





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
      13, 2009
              By:
              /s/
      Keith MeeksKeith
      Meeks, President andChief
      Executive Officer(PRINCIPAL
      EXECUTIVE OFFICER)





Dated:  May
      13, 2009
                By:
                /s/
      Marshall F. SparksMarshall
      F. Sparks, Chief Financial Officer(PRINCIPAL
      ACCOUNTING OFFICER)




18