**FORM
      10-Q**





SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      DC 20549





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





For
      the
      quarterly period ended **** **MARCH
      31, 2008**





 ̈  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  ̈ No x





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 March 31, 2008Common
                stock, par value $0.0001
            
            
            27,722,148









GLOBAL
      FOOD TECHNOLOGIES, INC.


(A
      DEVELOPMENT STAGE COMPANY)


QUARTERLY
      REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2008





TABLE
      OF
      CONTENTS





**PART
                I – FINANCIAL INFORMATION**
            3**ITEM
                1.    FINANCIAL STATEMENTS**
            3**ITEM
                2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS**
            9**ITEM
                3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
                RISK**
            14**ITEM
                4. CONTROLS AND PROCEDURES**
            15**PART
                II - OTHER INFORMATION**
            16**ITEM
                1.  LEGAL PROCEEDINGS**
            16**ITEM
                1A.  RISK FACTORS**
            16**ITEM
                2.  UNREGISTERED SALES OF EQUITY SECURITIES**
            16**ITEM
                3.  DEFAULTS UPON SENIOR SECURITIES**
            16**ITEM
                4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**
            17**ITEM
                5.  OTHER INFORMATION**
            17**ITEM
                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,
              2008
              (Unaudited)
            
            December 31,
              2007ASSETSCurrent
                AssetsCash
            
            $
            92,694
            
            $
            552,697Prepaid
                expenses
            
            
            54,068
            
            
            29,246Total
                Current Assets
            
            
            146,762
            
            
            581,943Fixed
                Assets – net
            
            
            38,944
            
            
            42,632Other
                Asset
            
            
            24,889
            
            
            24,889TOTAL
                ASSETS
            
            $
            210,595
            
            $
            649,464LIABILITIES
                AND STOCKHOLDERS’ DEFICITCurrent
                LiabilitiesAccounts
                payable
            
            $
            248,025
            
            $
            142,572Accrued
                liabilities
            
            
            271,181
            
            
            286,340Notes
                payable – related parties
            
            
            540,000
            
            
            540,000Total
                Current Liabilities
            
            
            1,059,206
            
            
            968,912Commitments
                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, 27,722,148
                shares
                issued and outstanding
            
            
            2,772
            
            
            2,731Additional
                paid-in capital
            
            
            46,681,633
            
            
            44,819,965Deficit
                accumulated during the development stage
            
            
            (47,533,016
            )
            
            (45,142,144
            )Total
                Stockholders’ Deficit
            
            
            (848,611
            )
            
            (319,448
            )TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT
            
            $
            210,595
            
            $
            649,464





See
      accompanying notes to condensed financial statements


3





GLOBAL
      FOOD TECHNOLOGIES, INC.


**** (A
      DEVELOPMENT STAGE COMPANY)


CONDENSED
      STATEMENTS OF OPERATIONS


(Unaudited)


For the Three Months Ended
                March 31,
              
              The Period
                From July
                25, 2001
                (Inception) To
                March 31,2008
              
              2007
              
              2008Revenues
              
              $
              -
              
              $
              -
              
              $
              -ExpensesMarketing
              
              
              587,198
              
              
              610,282
              
              
              8,260,018General
                  and administrative
              
              
              997,459
              
              
              1,254,208
              
              
              13,599,815Research
                  and development
              
              
              789,862
              
              
              588,141
              
              
              21,205,116Depreciation
              
              
              3,689
              
              
              29,592
              
              
              527,990Interest
              
              
              12,664
              
              
              10,800
              
              
              308,063Asset
                  impairment
              
              
              -
              
              
              -
              
              
              3,182,014Merger
                  related costs
              
              
              -
              
              
              -
              
              
              450,000Total
                  Expenses
              
              
              2,390,872
              
              
              2,493,023
              
              
              47,533,016NET
                  LOSS
              
              $
              (2,390,872
              )
              $
              (2,493,023
              )
              $
              (47,533,016
              )Loss
                  per common share, basic and diluted
              
              $
              (0.09
              )
              $
              (0.10
              )Weighted
                  average common shares outstanding, basic and diluted
              
              
              27,515,015
              
              
              25,416,845


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, 2008


(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
            
            
            241,489
            
            
            24
            
            
            1,084,185
            
            
            -
            
            
            1,084,209Stock
                issued for services
            
            
            131,111
            
            
            13
            
            
            589,987
            
            
            -
            
            
            590,000Stock
                issued for media contract
            
            
            41,667
            
            
            4
            
            
            187,496
            
            
            -
            
            
            187,500Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,390,872
            )
            
            (2,390,872
            )Balance,
                March 31, 2008
            
            
            27,722,148
            
            $
            2,772
            
            $
            46,681,633
            
            $
            (47,533,016
            )
            $
            (848,611
            )




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 31,2008
                
                2007
                
                2008CASH
                    FLOWS FROM OPERATING ACTIVITIESNet
                    loss
                
                $
                (2,390,872
                )
                $
                (2,493,023
                )
                $
                (47,533,016
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Depreciation
                
                
                3,689
                
                
                29,592
                
                
                527,990Fair
                    value of warrants issued for services
                
                
                -
                
                
                310,648
                
                
                3,320,331Fair
                    value of stock issued for services
                
                
                590,000
                
                
                604,947
                
                
                2,065,164Fair
                    value of incentive plan grants
                
                
                -
                
                
                202,500
                
                
                4,455,000Fair
                    value of stock issued for media services
                
                
                187,500
                
                
                187,500
                
                
                3,887,500Impairment
                    of assets
                
                
                -
                
                
                -
                
                
                3,182,014Merger
                    related costs
                
                
                -
                
                
                -
                
                
                450,000Changes
                    in assets and liabilities:Prepaid
                    expenses
                
                
                (24,822
                )
                
                (24,622
                )
                
                (54,068
                )Other
                    assets
                
                
                -
                
                
                -
                
                
                (24,889
                )Accounts
                    payable and accrued liabilities
                
                
                90,293
                
                
                74,202
                
                
                519,204Cash
                    used in operating activities
                
                
                (1,544,212
                )
                
                (1,108,256
                )
                
                (29,204,770
                )CASH
                    FLOWS FROM INVESTING ACTIVITIESAcquisition
                    of BEST system
                
                
                -
                
                
                -
                
                
                (3,157,111
                )Acquisition
                    of fixed assets
                
                
                -
                
                
                -
                
                
                (591,836
                )Net
                    cash used in investing activities
                
                
                -
                
                
                -
                
                
                (3,748,947
                )CASH
                    FLOWS FROM FINANCING ACTIVITIESProceeds
                    for notes payable – related parties
                
                
                -
                
                
                -
                
                
                740,000Principal
                    payments on notes payable – related parties
                
                
                -
                
                
                -
                
                
                (200,000
                )Sale
                    of redeemable Series A preferred stock – net
                
                
                -
                
                
                -
                
                
                2,125,405Sale
                    of common stock
                
                
                1,084,209
                
                
                905,087
                
                
                30,381,006Net
                    Cash provided by financing activities
                
                
                1,084,209
                
                
                905,087
                
                
                33,046,411CHANGE
                    IN CASH
                
                
                (460,003
                )
                
                (203,169
                )
                
                92,694CASH –
                    BEGINNING OF PERIOD
                
                
                552,697
                
                
                203,169
                
                
                -CASH –
                    END OF PERIOD
                
                $
                92,694
                
                $
                -
                
                $
                92,694SUPPLEMENTAL
                    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, 2008
 
 **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 “ ***iPuraTM
        Food Processing System”*** *.* The
        Company’s ability to generate revenue will depend, among other things, on its
        ability to demonstrate the merits of the ***iPuraTM*** system
        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 $47,533,016 and negative cash flows
        from
        operations of $29,204,770 from inception through March 31, 2008 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.
 
 ***iPuraTM*** (formerly
        the “BEST”) Seafood Processing System **–** The ***iPuraTM*** Seafood
        Processing System, the physical embodiment of our food processing technology,
        was completed, tested and available for commercial application (in a previous
        generation design) in 2005 and was capitalized at a construction cost of
        $3,157,111. Design, testing and support costs involved were expensed. In
        2005,
        mechanical and software upgrades were implemented to optimize the mechanical
        process. The improvements were so substantial that this prior model was deemed
        inappropriate for installation in a customer’s processing facility. As a result,
        the Company recorded an asset impairment charge of $3,157,111 for the year
        ended
        December 31, 2005. A new model is being constructed with increased capacity
        and
        simplified operating and maintenance parameters. Design, testing and support
        costs incurred on this model have been included in research and development
        costs.
 
 7
  **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-KSB for the fiscal year ended December 31, 2007,
        filed
        with the SEC on May 16, 2008. 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, 2007 and the
        condensed statement of stockholders’ equity from inception to December 31, 2007
        have been derived from the December 31, 2007 audited financial statements
        filed
        in the Company’s 2007 Form 10-KSB.
 
 **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.
 
 **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, 2007, common
        and
        preferred stock were sold in various offerings resulting in 14,633,138 shares
        being issued for cash with total net proceeds of $32,506,411.
 
 In
        the
        three months ended March 31, 2008, a total of 241,489 shares of common stock
        and
        104,554 warrants to purchase common stock were issued in private placements
        for
        total proceeds of $1,084,209, net of commissions of $2,500. All stock and
        unit
        sales were at $4.50 per share or unit. All warrants are exercisable at $7.00
        per
        share and have a three year term.
 
 In
        the
        three months ended March 31, 2008, a total of 131,111 shares of common stock
        were issued for services to consultants and Directors. Related expense of
        approximately $590,000 was recorded as operating expenses in the quarter
        ended
        March 31, 2008.
  The
        above
        securities were issued under exemption from Registration under either Regulation
        D or S promulgated by the Securities and Exchange Commission under the
        Securities Act of 1933.
 
 **Media
        Agreement** **.** On
        September 30, 2005, we entered into a three year contract for media production
        and distribution services with Global Media Fund, LLC, which will provide
        nationally syndicated newspaper and radio features about us, our *iPuraTM* food
        processing systems and food safety issues to 10,000 newspapers and 6,000
        radio
        stations. The total cost for the contract is $4,500,000. The Company agreed
        to
        pay (i) $2,250,000 in cash or common stock in the first year of the contract
        and
        $2,250,000 in shares of restricted common stock in 12 quarterly installments
        which began in January 2006. During the three months ended March 31, 2008,
        and
        in accordance with the media agreement, 41,667 shares of common stock valued
        at
        $187,500 (based on recent sales of common stock to third parties for $4.50
        per
        share) were issued and charged to marketing expense.
  8
  **Warrants** **.** At
        December 31, 2007, there were 4,524,367 warrants outstanding. In the three
        months ended March 31, 2008, an additional 104,554 warrants were issued in
        conjunction with sales of common stock (as noted above). There are 4,628,921
        warrants outstanding as of March 31, 2008.
  **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 BEST Seafood
        Processing System. The BEST Seafood Processing System has been re-branded
        as the *iPuraTM
        System* and we
        believe is ready for market introduction as the embodiment of ***The*** **** ***iPura*** **TM** ***Food Safety Program*** ,
        although our other prospective products still require additional research
        and
        development, and some customization of the *iPura* TM ** system
        will be required for each specific on-site installation. As of March 31,
        2008,
        we have not generated any revenues and we have incurred accumulated losses
        of
        $47,533,016 and negative operating cash flows of $29,204,770. Research on
        our
        first generation prototype was completed in 2004, and development and refinement
        on the commercial system design continued through 2005, especially adapting
        the
        system to processing salmon. Production has commenced on one unit of the
        current
        generation of the **** ***iPura*** **TM** ****** system,
        including the material handling components necessary for processing salmon,
        which we intend to use for a commercial installation. We are continuing
        development of a modified iPura system for the processing of more dense seafood
        including tilapia and shrimp.
 
 GFT
        began
        promoting the *iPuraTM* label
        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 *iPura* TM
brand
        to food processors and industry associations as the world’s first food safety
        label. **** In
        2008,
        we expect to begin marketing the *iPura* TM
brand
        to consumers. The *iPura* TM
seal
        is **** anchored
        with a descriptive and lasting slogan: **** “ **The
        Highest Standard in Food SafetyTM”.**
 
 ·  The
        science and marketing connect well with world food safety issues.
 ·  The *iPura* TM
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.
  9
  ·  GFT
        has
        filed trade marks for its brand and slogan in every major food producing
        and
        food consuming nation.
 ·  Trade
        marks are expected to be listed on the primary registry at the USPTO and
        internationally, as a global trademark search by counsel found no prior marks
        or
        obstructions.
  The *iPuraTM* Food 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 the *iPura* TM
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 *iPuraTM* Food
        Safety Program will help the food 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 *iPura* TM brand
        utilizing an extensive media and educational campaign focusing on the health
        and
        economic benefits of *iPura* TM **** treated
        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 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 36-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* ”.
        F ood
        safety is public health news and we anticipate that the *iPuraTM* food safety
        brand will be publicized as news in media across the globe.
 
 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 *iPura* TM
        systems. With **** the
        official sponsorship of government and industry associations, GFT has presented
        to hundreds of processors in these countries, and is ready to negotiate
        contracts with large volume processors as soon as growth capital is secured
        and
        our anticipated first installation in Chile is successfully completed. 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, (although no significant research
        and development has yet been conducted on poultry or pork), with plans to
        develop a system for meat and possibly other food products marketed under
        the *iPura* TM
label
        in the future. As of the date of this Report, we have not entered into any
        definitive contracts with customers for our *iPura* TM
        system.
 
 GFT
        has
        established itself in three of the world’s largest seafood exporting countries:
        Vietnam, Chile, and China. 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 *iPura* TM Food
        Safety Program and the economic value proposition was explained.
  10
  During
        the next 12 months, we intend to begin marketing to consumers and to continue
        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
 
 We
        had no
        debt other than trade indebtedness in the ordinary course of business and
        short
        term loans of $540,000 from a Director and a shareholder. Based on our cash
        balance as of the date of this report, we estimate that we will need to raise
        significant additional capital to cover our operating costs in the future
        and to
        build additional units of ***The
        iPura*** **TM**  ***System*** .
        If
        additional units are required to meet customer demand, we will need to raise
        additional funds. Any additional capital we raise may involve issuing additional
        shares of common stock or other equity securities, or obtaining debt financing.
        However, at this point, we have not specifically identified the type or sources
        of this funding. We are 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, 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 ***iPura*** **TM**  ***System*** produced
        and installed beyond the next 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.
  The
        loss
        for the quarter ended March 31, 2008 is 4% less than the comparable quarter
        in
        2007 principally due to the closure of the Idaho facility. Research and
        development expenses increased 34% in 2008 as the fabrication of the prototype
        design was commenced in late 2007.
 
 **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.
 
 **Liquidity
        and Capital Resources**
 
 Historically,
        our sole source of cash has been the sale of equity to investors and we will
        need significant additional capital in the future to cover operating expenses,
        including costs for constructing additional ***iPura*** **TM**  ***Systems.*** However,
        the amount of capital required will vary depending on a variety of factors,
        many
        of which are beyond our control. We believe that commercial financing may
        be
        available in the future to construct and install our ***iPura*** **TM**  ***System*** ***s*** ,
        but
        have not identified any sources of financing. We cannot assure you that funds
        from our future operations or funds provided by our current financing
        activities will meet the requirements of our operations, and in that event,
        we
        will continue to seek additional sources of financing to maintain
        liquidity.
 
 We
        are
        actively pursuing all potential financing options as we look to secure
        additional funds both to stabilize and to grow our business operations. Our
        management will review any financing options at their disposal, and will
        judge
        each potential source of funds on its individual merits. We cannot assure
        you
        that we will be able to secure additional funds from debt or equity financing,
        as and when we need to, or if we can, that the terms of this financing will
        be
        favorable to us or our stockholders.
 
 11
  **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.
 
 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.
  12
  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 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 service contracts with food processors, the
                  time it
                  takes for us to enter into any of these contracts and the prices
                  we are
                  able to charge these customers;
  ·
              our
                  systems and products performing in the manner we expect in customer
                  applications and without any material
                  modifications;
  ·
              our
                  ability to obtain all necessary governmental approvals for our
                  systems and
                  other products;
  ·
              whether
                  the introduction of the*iPura*TMbrand will succeed in creating preferences with the consuming
                  public;
  ·
              whether
                  we will be able to apply our technology to products other than
                  fish or use
                  our technology in any other fields;
  ·
              the
                  pace at which we will utilize our existing working capital and
                  whether our
                  existing working capital will be sufficient for us to continue
                  to develop
                  our systems and products to the extent we
                  anticipate;
  ·
              our
                  ability to protect our intellectual property and obtain and maintain
                  patents and other protections for our intellectual
                  property.
  ·
              the
                  possible impact from competing products or
                  technologies;
  ·
              possible
                  reductions in consumer demand for fish and poultry, including as
                  a result
                  of any outbreaks of disease, including avian flu, or negative reports
                  regarding the health benefits of fish and poultry;
  13
  ·
              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.
 
 **ITEM
        3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
        RISK**
 
 A
        smaller
        reporting company is not required to provide the information required by
        this
        Item.
 
 14
  **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, 2008. 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.
 
 Common
        stock continues to be issued in accordance with the Media Agreement with
        Global
        Media Fund. On January 1, 2007, 41,667 shares were issued as one of the twelve
        installments of the quarterly commitment.
 
 In
        the
        three months ended March 31, 2008, a total of 241,489 shares of common stock
        and
        104,554 warrants to purchase common stock were issued in private placements
        for
        total proceeds of $1,084,209, net of commissions of $2,500. All stock and
        unit
        sales were at $4.50 per share or unit. All of the 104,554 warrants were issued
        with an exercise price of $7.00 and a term of 3 years.
 
 In
        the
        three months ended March 31, 2008, a total of 131,111 shares of common stock
        issued for services. Related expense of approximately $590,000 was recorded
        as
        operating expenses in the period ended March 31, 2008.
 
 **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, 2008, 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:  June 11,
                    2008
                By:
                /s/
                    Keith MeeksKeith
                    Meeks, President andChief
                    Executive Officer(PRINCIPAL
                    EXECUTIVE OFFICER)Dated:  June 11,
                    2008
                By:
                /s/
                    Marshall F. SparksMarshall
                    F. Sparks, Chief Financial Officer(PRINCIPAL
                    ACCOUNTING OFFICER)
  18