FORM
10-Q





SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549





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





For the quarterly period
endedSEPTEMBER 30,
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
 ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).   Yes  [ ]    No [ ] [Not
applicable to smaller reporting companies]





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





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





Indicate
by check mark whether registrant is a shell company  Yes ̈  Nox





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





Class
                
                Outstanding as of September 30, 2009Common
      stock, par value $0.0001
                
                29,466,073








GLOBAL
FOOD TECHNOLOGIES, INC.


(A
DEVELOPMENT STAGE COMPANY)


QUARTERLY
REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 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
                      10ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                      15ITEM
      4. CONTROLS AND PROCEDURES
                      15PART
      II - OTHER INFORMATION
                      16ITEM
      1.  LEGAL PROCEEDINGS
                      16ITEM 1A. RISK
    FACTORS
                      16ITEM
      2.  UNREGISTERED SALES OF EQUITY SECURITIES
                      18ITEM
      3.  DEFAULTS UPON SENIOR SECURITIES
                      19ITEM
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS
                      19ITEM
      5.  OTHER INFORMATION
                      19ITEM
      6.  EXHIBITS
                      20


2


PART
I – FINANCIAL INFORMATION





ITEM
1.         FINANCIAL
STATEMENTS





GLOBAL
FOOD TECHNOLOGIES, INC.


CONDENSED
BALANCE SHEETS





September
                      30, 2009
                      (Unaudited)
                    
                    
                    December 31,
                      2008ASSETSCurrent
      AssetsCash
                    
                    $
                    105,621
                    
                    
                    $
                    278,443Accounts
      receivable
                    
                    
                    8,774
                    
                    
                    
                    -Inventory
                    
                    
                    473,132
                    
                    
                    
                    -Prepaid
      expenses
                    
                    
                    95,491
                    
                    
                    
                    30,977Total
      Current Assets
                    
                    
                    683,018
                    
                    
                    
                    309,420Fixed
      Assets – net
                    
                    
                    980,405
                    
                    
                    
                    719,540Other
      Asset
                    
                    
                    26,089
                    
                    
                    
                    24,889TOTAL
      ASSETS
                    
                    $
                    1,689,512
                    
                    
                    $
                    1,053,849LIABILITIES AND STOCKHOLDERS’
      DEFICITCurrent
      LiabilitiesAccounts
      payable
                    
                    $
                    295,885
                    
                    
                    $
                    39,608Accrued
      liabilities
                    
                    
                    555,042
                    
                    
                    
                    1,134,232Notes
      payable – related parties
                    
                    
                    640,000
                    
                    
                    
                    540,000Note
      payable
                    
                    
                    126,000
                    
                    
                    
                    -Notes
      payable – trade and equipment finance
                    
                    
                    602,000
                    
                    
                    
                    -Total
      Current Liabilities
                    
                    
                    2,218,927
                    
                    
                    
                    1,713,840Commitments
      and ContingenciesStockholders’
      Deficit:Preferred
      stock, $.0001 par value, 20,000,000 shares authorized, Series A, none
      outstanding, Series B,  222,222 shares issued and outstanding at
      September 30, 2009
                    
                    
                    22
                    
                    
                    
                    -Common
      stock, $.0001 par value, 100,000,000 shares authorized, 29,466,073 shares
      issued and outstanding at September 30, 2009
                    
                    
                    2,948
                    
                    
                    
                    2,899Additional
      paid-in capital
                    
                    
                    58,376,743
                    
                    
                    
                    53,495,490Accumulated
      deficit
                    
                    
                    (58,909,128
                    )
                    
                    
                    (54,158,380
                    )Total
      Stockholders’ Deficit
                    
                    
                    (529,415
                    )
                    
                    
                    (659,991
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    1,689,512
                    
                    
                    $
                    1,053,849





See
accompanying notes to condensed financial statements


3





GLOBAL
FOOD TECHNOLOGIES, INC.


CONDENSED
STATEMENTS OF OPERATIONS


(Unaudited)





For the Three Months Ended
                            September 30,
                          
                          
                          For the Nine Months Ended
                            September 30,2009
                          
                          
                          2008
                          
                          
                          2009
                          
                          
                          2008Sales
                          
                          $
                          15,247
                          
                          
                          $
                          -
                          
                          
                          $
                          15,247
                          
                          
                          $
                          -Cost
      of Sales
                          
                          
                          13,585
                          
                          
                          
                          -
                          
                          
                          
                          13,585
                          
                          
                          
                          -Gross
      profit
                          
                          
                          1,662
                          
                          
                          
                          -
                          
                          
                          
                          1,662
                          
                          
                          
                          -ExpensesMarketing
                          
                          
                          339,008
                          
                          
                          
                          432,112
                          
                          
                          
                          1,048,769
                          
                          
                          
                          1,540,376General
      and administrative
                          
                          
                          341,430
                          
                          
                          
                          391,811
                          
                          
                          
                          1,228,721
                          
                          
                          
                          1,762,155Research
      and development
                          
                          
                          229,409
                          
                          
                          
                          271,745
                          
                          
                          
                          575,664
                          
                          
                          
                          1,246,428Depreciation
                          
                          
                          20,981
                          
                          
                          
                          3,689
                          
                          
                          
                          59,403
                          
                          
                          
                          11,067Interest
                          
                          
                          36,605
                          
                          
                          
                          12,831
                          
                          
                          
                          61,443
                          
                          
                          
                          38,415Total
      Expenses
                          
                          
                          967,433
                          
                          
                          
                          1,112,188
                          
                          
                          
                          2,974,000
                          
                          
                          
                          4,598,441NET
      LOSS
                          
                          $
                          (965,771
                          )
                          
                          $
                          (1,112,188
                          )
                          
                          $
                          (2,972,338
                          )
                          
                          $
                          (4,598,441
                          )Loss
      per common share, basic and diluted
                          
                          $
                          (0.03
                          )
                          
                          $
                          (0.04
                          )
                          
                          $
                          (0.10
                          )
                          
                          $
                          (0.17
                          )Weighted
      average common shares outstanding, basic and diluted
                          
                          
                          29,413,416
                          
                          
                          
                          28,265,162
                          
                          
                          
                          29,270,582
                          
                          
                          
                          27,661,448





See
accompanying notes to condensed financial statements


4


GLOBAL
FOOD TECHNOLOGIES, INC.


CONDENSED
STATEMENTS OF STOCKHOLDERS’ DEFICIT


(Unaudited)





Preferred Sock
                          
                          
                          Common Stock
                          
                          
                          Additional
                            Paid-in
                          
                          
                          Accumulated
                          
                          
                          Total
                            Stockholders’Shares
                          
                          
                          Amount
                          
                          
                          Shares
                          
                          
                          Amount
                          
                          
                          Capital
                          
                          
                          Deficit
                          
                          
                          DeficitBalance
      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 common stock and warrants for cash, net
                          
                          
                          
                          
                          
                          
                          
                          
                          251,332
                          
                          
                          
                          25
                          
                          
                          
                          1,130,971
                          
                          
                          
                          -
                          
                          
                          
                          1,130,996Common
      stock issued for services and accrued liabilities
                          
                          
                          
                          
                          
                          
                          
                          
                          213,005
                          
                          
                          
                          24
                          
                          
                          
                          958,496
                          
                          
                          
                          -
                          
                          
                          
                          958,520Sale
      of preferred stock
                          
                          
                          222,222
                          
                          
                          $
                          22
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          999,978
                          
                          
                          
                          -
                          
                          
                          
                          1,000,000Fair
      value of warrants issued
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          13,398
                          
                          
                          
                          -
                          
                          
                          
                          13,398Warrant
      distribution to cash investors
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          1,778,410
                          
                          
                          
                          (1,778,410
                          )
                          
                          
                          -Net
      loss
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (2,972,338
                          )
                          
                          
                          (2,972,338
                          )Balance,
      September 30, 2009
                          
                          
                          222,222
                          
                          
                          $
                          22
                          
                          
                          
                          29,466,076
                          
                          
                          $
                          2,948
                          
                          
                          $
                          58,376,743
                          
                          
                          $
                          (58,909,128
                          )
                          
                          $
                          (529,415
                          )





See
accompanying notes to condensed financial statements


5





GLOBAL
FOOD TECHNOLOGIES, INC.


CONDENSED
STATEMENTS OF CASH FLOWS


(Unaudited)





For the Nine Months Ended
                    September 30,2009
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (2,972,338
                  )
                  
                  $
                  (4,598,441
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                  
                  
                  59,403
                  
                  
                  
                  11,067Stock
      issued for services
                  
                  
                  261,020
                  
                  
                  
                  734,968Incentive
      Plan stock grants
                  
                  
                  -
                  
                  
                  
                  33,750Warrants
      issued for services
                  
                  
                  13,398
                  
                  
                  
                  2,408Stock
      issued for media services
                  
                  
                  -
                  
                  
                  
                  562,500Changes
      in operating assets and liabilities:Accounts
      Receivable
                  
                  
                  (8,774
                  )
                  
                  
                  -Inventory
                  
                  
                  (473,132
                  )
                  
                  
                  -Prepaid
      expenses
                  
                  
                  (64,514
                  )
                  
                  
                  (21,362
                  )Other
      assets
                  
                  
                  (1,200
                  )
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  
                  374,587
                  
                  
                  
                  (91,886
                  )Cash
      used in operating activities
                  
                  
                  (2,811,550
                  )
                  
                  
                  (3,366,996
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESAcquisition
      of  fixed assets
                  
                  
                  (320,268
                  )
                  
                  
                  (50,000
                  )Net
      cash used in investing activities
                  
                  
                  (320,268
                  )
                  
                  
                  (50,000
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from notes payable – related parties
                  
                  
                  100,000
                  
                  
                  
                  200,000Principal
      payments on notes payable – related parties
                  
                  
                  -
                  
                  
                  
                  (200,000
                  )Proceeds
      from notes payable
                  
                  
                  728,000
                  
                  
                  
                  -Sale
      of preferred stock
                  
                  
                  1,000,000
                  
                  
                  
                  -Sale
      of common stock
                  
                  
                  1,130,996
                  
                  
                  
                  4,406,961Net
      cash provided by financing activities
                  
                  
                  2,958,996
                  
                  
                  
                  4,406,961CHANGE
      IN CASH
                  
                  
                  (172,822
                  )
                  
                  
                  989,965CASH
      – BEGINNING OF PERIOD
                  
                  
                  278,443
                  
                  
                  
                  552,697CASH
      – END OF PERIOD
                  
                  $
                  105,621
                  
                  
                  $
                  1,542,662SUPPLEMENTAL
      DISCLOSURESInterest
      paid
                  
                  $
                  21,978
                  
                  
                  $
                  11,781Non-cash
      financing transactions:Issuance
      of common stock for accrued liabilities
                  
                  $
                  697,500
                  
                  
                  $
                  -





See
accompanying notes to condensed financial statements


6





GLOBAL
FOOD TECHNOLOGIES, INC.


(A DEVELOPMENT STAGE
COMPANY)


NOTES TO
CONDENSED FINANCIAL STATEMENTS


SEPTEMBER 30,
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 generated nominal revenues to
date.





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.  Sales began during the quarter ended
September 30, 2009, however, minimal sales have been generated. At September 30,
2009, the Company has accumulated losses totaling $58,909,128 and negative
working capital, and negative cash flows from operations of $2,811,550 from
January 1, 2009 through September 30, 2009. The Company’s ability to continue as
a going concern is predicated on its ability to raise additional capital,
increase sales, 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





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. However, in January 2009, the
first iPuraTMFood
Processing System was installed in a processor’s facility in China and
was tested and made operational. The first iPuraTMlabeled product, in a limited, initial-run quantity, was received into
inventory in the US in June 2009 and sales began in July 2009. Accordingly, the
Company is considered to have left the development stage.




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 any related disclosures have been derived from the
December 31, 2008 audited financial statements filed in the Company’s 2008 Form
10-K.


7





Accounting
policies


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


Use of estimates -
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.





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





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


Inventory
  Inventory
is stated at the lower of cost (first-in, first-out) or
market.  Market is determined by comparison with recent sales or net
realizable value.


Subsequent
Events





We
evaluated our subsequent events through November 16, 2009, which is the
date the financial statements were issued.





Estimated Fair Value of
Financial Instruments and Certain Non-Financial
Assets/Liabilities





The
Company’s financial instruments include cash, accounts receivable, prepaid
expenses, accounts payable, accrued liabilities, and notes
payable.  Except as described below, management believes that the fair
value of these financial instruments approximates their carrying amounts based
on current market indicators, such as prevailing interest rates and the
short-term maturities of such financial instruments.  The methods and
significant assumptions used to estimate the fair value of the assets and
liabilities referenced in this paragraph did not change to any material extent
during the quarter ended September 30, 2009.





Management
has concluded that it is not practical to estimate the fair value of notes
payable to related parties because the transactions cannot be assumed to have
been consummated at arm’s length, there are no quoted market values available
for such instruments, and an independent valuation would not be practicable due
to the lack of data regarding similar instruments (if any) and the associated
potential cost.





The
Company does not have any assets or liabilities that are measured at fair value
on a recurring basis and, during the nine months ended September 30, 2009,
and at December 31, 2008, did not have any non-financial assets or liabilities
that were measured at fair value on a nonrecurring basis.





2.
Inventory.  At September 30, 2009, inventory consists of
tilapia fish available for sale.  It is classified as finished goods and is
recorded at delivered cost. Five containers of iPuraTMlabeled Tilapia fish from China have been received and are available for
sale.


8





3. Trade
and Equipment Financing Debt.As an alternative to
commercial trade financing, leasing and factoring, we have instituted a program
of issuing promissory notes, secured by inventory or iPura equipment systems, in
series of maturities from one to three years with annual interest rates from
8.2% to 9.8%. The funds are received and controlled by a third party custodian
to be disbursed only for third party costs of inventory or equipment. As is
typical of trade financing, the proceeds of sale of inventory by the Company
upon collection will be prorated and be used to repay the financing. Equipment
financing debt will be paid at maturity from working capital derived from the
commercial operation of the equipment. At September 30, 2009, the Company
owed $450,000 in trade financing debt and $152,000 in equipment financing
debt, for a total of $602,000.




4. Notes Payable
Originated


In July,
a note for $126,000 was entered into with a third party independent of the trade
and equipment financing debt program. The note has a one year term, bears
interest of 5% and is convertible into common stock at any time at a price of
$4.50 per share.  Additionally, 14,000 warrants were issued to the
note holder valued at $13,398, charged to interest expense in the period. The
warrants have an exercise price of $7.00 and a term of 3 years.





5. Notes
Payable to Related Parties.


On April
3, 2006, we arranged a 30 day bridge loan in the amount of $350,000 from a
non-principal shareholder. The loan bears interest at eight percent (8%) per
annum and is secured by all assets, including any intellectual assets, of the
Company. Additional consideration included the issuance of warrants to purchase
35,000 shares of our common stock. The warrants are exercisable at $4.50 per
share for two (2) years from the date of repayment. The Company determined the
fair value of the warrants to be $49,245 based upon the Black-Scholes option
pricing model with the following assumptions: expected volatility of 50%, a
risk-free interest rate of 4.8%, an expected term of 2 years, and 0% dividend
yield. In July 2006, $100,000 of principal was repaid. The remaining balance of
$250,000 is due on demand. The loan is guaranteed by the President of the
Company.
  In April
and May of 2006, we arranged for three loans aggregating $290,000 from a
Director of the Company. Two of the loans aggregating $190,000 are demand loans
and bear interest of 8%. The third loan for $100,000 matured July 18, 2006, and
was repaid on its due date. The remaining balance of $190,000 is due on demand.
Additional consideration for the three loans was approved by the Board in August
2006, in the form of warrants to purchase 29,000 shares of our common stock. The
warrants are exercisable at $4.50 per share for two (2) years from the date of
repayment. The Company determined the fair value of the warrants to be $40,803
based upon the Black-Scholes option pricing model with the following
assumptions: expected volatility of 50%, a risk-free interest rate of 4.8%, an
expected term of 2 years, and 0% dividend yield. In August 2006, we arranged for
a fourth loan, a six month bridge loan, for $100,000 from the Director bearing
interest at 8%. The loan was renewed each subsequent maturity for an additional
six months and now matures in May 2009. Such loans are unsecured.
  In
January and May 2008, additional loans of $100,000 each were borrowed from a
Director by way of a margin loan from his broker. The notes were for 30 and 60
days respectively and were repaid at their due dates, Interest at 12% was
payable to the brokerage account.
  In
September, a director advanced $100,000 on a 30 day note bearing interest at 12%
per annum.


6. Stockholders’
Deficit





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





In the
nine months ended September 30, 2009, a total of 251,332 shares of common stock
and 110,324 warrants to purchase common stock were issued in private placements
for total proceeds of $1,130,996. 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
nine months ended September 30, 2009, a total of 213,005 shares of common stock
were issued for services to consultants and Directors. Total expense related to
this issuance was $958,520, of which $697,500 was accrued for and recorded as
expense in 2008 and $203,020 in the quarter ended September 30,
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.





Preferred
Stock Issuance.  We are authorized to issue 20,000,000 shares
of preferred stock, with a par value of $.0001. There was no preferred stock
outstanding at December 31, 2008. In April 2009, we designated a Series B
preferred stock and authorized the issuance of 1,000,000 shares at a par value
of $.0001.  Also in April 2009, we issued 222,222 shares of such
Series B Preferred Stock for $1,000,000 in cash.  The Series B has
preferential rights in liquidation over common stock and is convertible into
common stock at a conversion rate of $4.50 per share. Mandatory conversion is
required when the price of the common stock equals 150% of the conversion
rate.





Warrants.At December 31, 2008, there
were 6,373,451 warrants outstanding. In the nine months ended September 30,
2009, an additional 110,324 warrants were issued in conjunction with sales of
common stock (as noted above), 14,000 warrants were issued in conjunction with a
loan (with $13,398 being charged to interest expense) and an additional
1,891,926 were issued as discussed below.


9





During
the quarter ended June 30, 2009, an equity program was implemented to reward
stockholders, including indirect stockholders of our parent entity, for the
longevity of their stock holdings since the Company has not provided public
market liquidity.  The Company issued common stock warrants based on
cash investment and time of investment to existing stockholders using December
31, 2008 as the date of record.  The award formula was to grant
warrants to the stockholders in the amount of 2% of the share owned for each
year or partial year of investment.  The warrants have a term of three
years, expire in April 2012, and have an exercise price of $7.00.  A
total of 1,891,926 warrants were issued under this program.




The
Company has accounted for the warrants as a dividend and recorded approximately
$1,778,000 as a charge to accumulated deficit during the quarter ended June 30,
2009.  The $1,778,000 was based on the fair value of the warrants issued of
$0.94 per warrant determined based on the Black Scholes pricing model with the
following assumptions: expected volatility of 50%, a risk free interest rate of
1.0%, an expected term of 3 years and a 0% dividend yield.




There are
8,389,703 warrants outstanding as of September 30, 2009.





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 has been
installed in China as the physical embodiment of TheiPuraTMFood Safety
Program.  Some customization of the iPuraTMsystem will be required
for each specific on-site installation and the type of seafood being processed.
As of September 30, 2009, we have generated only nominal revenues and since
inception we have incurred accumulated losses totaling $58,909,127 and have
negative cash flows from operations of $2,811,550 from January 1, 2009
through September 30, 2009. 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 has
commenced limited commercial production in 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 limited marketing of the iPuraTM brand to
consumers.  The iPuraTM seal isanchored with a
descriptive and lasting slogan:“The Highest Standard in Food
SafetyTM”. Namely,


10





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


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


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


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


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





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 a 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, which began with a total advertising rate value of $54
million.GFT’s
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 advertisements
have been placed on a limited basis in the past and the frequency will be
increased as the iPuraTMproduct is available in the regional markets.





GFT has
established relationships in three of the world’s largest seafood exporting
countries: China, Vietnam and Chile.  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 assistance of
government and industry associations, GFT has presented to hundreds of
processors in these countries. GFT anticipates expanding into other large
seafood producing countries such as Norway, Thailand, India, Canada, and the
United States in phase two. Seafood might be followed by poultry and pork, with
the potential 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, and cannot
estimate their costs or a development schedule.


11





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





Processor
and Distribution Agreements





We have
executed contracts with three seafood processors pursuant to which we will
install our iPuraTM System at the seafood processors’
facilities.  All of the current agreements are structured pursuant to
our “importer” model (see our Annual Report on Form 10-K for more details), with
our wholly-owned subsidiary, iPura Food Distribution Company (IFD) responsible
for ordering and purchasing the seafood from the processors, and then importing
and distributing the seafood products to retailers or other
distributors.  IFD has also signed agreements with the same three
processors outlining the exclusive purchase terms.





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





GFT has
completed the China installation, and begun processing seafood at this facility,
although in limited quantities to date.  Sales of seafood in the U.S.
from this facility accounted for all of our sales for the quarter ended
September 30, 2009. There is a second iPuraTM System located at the processor in
China that is available for future installation if sales levels require
it.





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


12





Liquidity
and Capital Resources





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





Based on
our cash balance as of September 30, 2009, we are in need of immediate
additional financing to fund our current working capital
requirements.  Furthermore, we believe that we will need approximately
$5 million to manufacture iPuraTM Systemsand cover operating expenses during the next 12 months, in addition to a
line of credit or other financing to finance the inventory of iPuraTM  product.  As
an alternative to a traditional commercial bank line of credit, we have
implemented a program, described below, to finance inventory.  The
amount of capital required will vary depending on a variety of factors, many of
which are beyond our control.  We cannot assure you that funds from
our future operations or funds provided by our current financing activities
will meet the requirements of our operations, and in that event, we will
continue to seek additional sources of financing to maintain
liquidity.  Any additional capital we raise may involve issuing
additional shares of common stock or other equity securities, or obtaining debt
financing. However, at this point, we have not specifically identified the type
or sources of this funding.





As of
September 30, 2009, we had debt other than trade indebtedness in the ordinary
course of business in the form of short term loans of $640,000 from a Director
and a shareholder due on demand and a one year note from a third party in the
amount of $126,000.  Currently, we do not have the ability or
resources to repay such loans if a demand is made for repayment in
full.





We have
implemented a trade financing program for individual accredited investors as an
alternative to traditional commercial inventory financing and
factoring.  This financing program consists of issuing promissory
notes, secured by inventory, in series of maturities from one to three years
with annual interest rates from 8.2% to 9.8%. The funds are received and
controlled by a third party custodian to be disbursed only for third party costs
of inventory. As is typical of trade financing, the proceeds of sale by the
Company upon collection will prorate be used to repay the financing. At
September 30, 2009, $450,000 in trade financing debt has been
received.





We have
also implemented an equipment financing program in July 2009 based on the same
structure as the trade finance program using short term notes secured by the
installed iPuraTM equipment.
At September 30, 2009, $152,000 in equipment financing debt has been
received.





We are
actively pursuing all potential financing options as we look to secure
additional funds both to stabilize and to grow our business operations. Our
management will review any financing options at their disposal, and will judge
each potential source of funds on its individual merits. Since we have not
located any commercial bank inventory financing, we are developing options for
inventory debt financing with other private parties, as described in more detail
above.  Successful inventory financing is a critical need in order for
us to 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. We are exploring
commercial and joint venture financing opportunities and relationships with
potential processor/customers with sale and lease-back
arrangements.


13


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





Results
of Operations





Sales:





We began
sales in July 2009 and only nominal sales of $15,247 have been recorded from
inception through September 30, 2009.





Expenses:





In the
nine months period ended September 30, 2009, total expenses decreased 35% over
the comparable period ended September 30, 2008, from $4,598,411 to $2,974,001.
The Marketing and General and Administrative expense classifications decreased
approximately 31% as a result of a lower level of activity and spending
unrelated to personnel costs, which remained constant between the periods.
Research and Development expense decreased 54% as spending was directed to
commercial equipment rather the extensive prototyping in 2008 and prior periods.
Depreciation expense increased with the commencement of the initial iPuraTM System and
will continue to increase as additional systems are installed. Interest
expense increased 60% and is expected to increase substantially as the trade
finance and equipment finance debt facilities are expanded.





In the
three month period ended September 30, 2009, total expenses did not
significantly change over the comparable period ended September 30, 2008.
Marketing expenses did not decrease to the extent of the nine month
comparison above due to the placement of more advertising in trade journals
while Research and Development expenses represented the same level of spending
but on pre production engineering in China and Vietnam rather than on
prototyping. General and Administrative expense decrease 12% in the three month
period ended September 30, 2009 compared to the comparable period in
2008.  This was principally due to the timing of non-recurring
issuances of common shares for services, while normal spending remained
flat.





Critical
Accounting policies


Inventory
  Inventory
is stated at the lower of cost (first-in, first-out) or market.  Cost is
determined on a average cost basis that approximates the first-in, first-out
method.  Market is determined by comparison with recent sales or net
realizable value.


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 – The cost resulting from all share-based payment
transactions is recognized in the financial statements based on the fair value
of the stock-based compensation instrument.





Revenue Recognition-
Revenue is recorded upon transfer of title of product in response to customer
purchase order terms.





Off
Balance Sheet Arrangements





We do not
have any off-balance sheet arrangements.


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
due to our limited number of personnel and segregation of duties.





Changes
in Internal Control Over Financial Reporting




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


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, please note the following about Forward-Looking Statements and
the following brief description of certain risks that could have a material,
adverse impact on the Company and its operations.





Cautionary
Information Regarding “Forward-Looking Statements”




This
Quarterly Report on Form 10-Q includes certain statements about us that may be
deemed to be “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995.  These forward-looking
statements relate to matters such as, among other things, product development
and acceptance, our anticipated financial performance, business prospects,
technological developments, new products, future distribution or license rights,
international expansion, possible strategic alternatives, new business concepts,
capital expenditures, consumer trends and similar matters.





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





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





·
            whether
      we will be able obtain additional financing to continue or expand
      operations and 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;




16




·
            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;




·
            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;




17




·
            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 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
2.  UNREGISTERED SALES OF EQUITY SECURITIES





Sales
of Unregistered Securities





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





In the
three months ended September 30, 2009, a total of 97,817 shares of common stock
and 31,295 warrants to purchase common stock were issued in private placements
for total proceeds of $440,174. 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 September 30, 2009, a total of 7,500 shares of common stock
were issued for services to consultants. Related expense of approximately
$33,750 was recorded as operating expenses in the quarter ended September 30,
2009.


18


In the
three months ended September 30, 2009, a total of 14,000 warrants were issued in
conjunction with a loan with $13,398 being charged to interest
expense.





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 September 30, 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.





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.


19





ITEM
6.  EXHIBITS





Exhibit
                No.
              
              Description3.1
      (1)
              
              Certificate
      of Amendment to Certificate of Incorporation dated August 18,
      2005.3.2
      (2)
              
              Certificate
      of Amendment to Certificate of Incorporation dated September 15,
      2005.3.3
      (3)
              
              Restated
      Certificate of Incorporation dated October 18, 2005.3.4
      (3)
              
              Second
      Amended and Restated Bylaws as of August 31, 2005.31.1*
              
              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.


20





SIGNATURES





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




GLOBAL
      FOOD TECHNOLOGIES, INC.Dated:   November
      16, 2009
                              By:
                              /s/ Keith MeeksKeith
      Meeks, President andChief
      Executive Officer(PRINCIPAL
      EXECUTIVE OFFICER)Dated:
      November 16, 2009
                              By:
                              /s/ Marshall F. SparksMarshall
      F. Sparks, Chief Financial Officer(PRINCIPAL
      ACCOUNTING
OFFICER)





21