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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 SEPTEMBER 30, 2012

 

¨ 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 of incorporation)   (IRS Employer Identification No.)

 

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

 

559-589-0100

(Issuer’s telephone number)

 

113 Court Street, Hanford, California 93230

(Former name, former address and former fiscal year, if changed since last report)

 

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 x No ¨

 

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

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

 

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

 

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

 

Class   Outstanding as of October 15, 2012
Common stock, par value $0.0001   32,466,778

 

 
 

 

GLOBAL FOOD TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2012

 

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 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17
ITEM 4. CONTROLS AND PROCEDURES 17
   
PART II - OTHER INFORMATION 17
   
ITEM 1.  LEGAL PROCEEDINGS 17
ITEM 1A.  RISK FACTORS 17
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 20
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES 20
ITEM 4.  MINE SAFETY DISCLOSURES 20
ITEM 5.  OTHER INFORMATION 20
ITEM 6.  EXHIBITS 21

 

2
 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.        FINANCIAL STATEMENTS

 

GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30,
2012
(Unaudited)
   December 31,
2011
 
ASSETS          
Current Assets          
Cash  $229,441   $194,662 
Accounts receivable   5,040    11,592 
Inventory   213,150    67,940 
Prepaid expenses   49,699    42,180 
Total Current Assets   497,330    316,374 
           
Property and Equipment , net   895,439    947,315 
           
Other Assets   26,100    23,189 
           
TOTAL ASSETS  $1,418,869   $1,286,878 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
Current Liabilities          
Accounts payable  $88,356   $168,380 
Accrued liabilities   952,824    838,621 
Notes payable – related parties   390,000    390,000 
Note payable – other   496,000    496,000 
Trade finance notes payable   1,182,423    982,423 
Short term convertible note payable   1,300,000    1,300,000 
Total Current Liabilities   4,409,603    4,175,424 
           
Stockholders’ Deficit:          
Convertible Series C Preferred stock, $0.0001 par value, 1,500,000 shares authorized,  399,613 shares issued and outstanding, liquidation preference of $4.50 per share   40    40 
Common stock, $0.0001 par value, 100,000,000 shares authorized, 32,341,255 and 31,502,325 shares issued and outstanding at September 30, 2012 and December 31, 2011, respectively.   3,234    3,149 
Additional paid-in capital   67,198,272    65,157,417 
Accumulated deficit   (70,192,280)   (68,049,152)
Total Stockholders’ Deficit   (2,990,734)   (2,888,546)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $1,418,869   $1,286,878 

 

See accompanying notes to condensed consolidated financial statements

 

3
 

 

GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   For the Three Months Ended
September 30,
   For the Nine Months Ended
September 30,
 
   2012   2011   2012   2011 
Revenues  $106,260   $5,936   $172,536   $107,374 
Cost of goods sold   94,124    5,774    153,316    95,264 
Gross profit   12,136    162    19,220    12,110 
Operating Expenses                    
Marketing   157,557    194,001    494,777    662,782 
General and administrative   291,888    455,121    825,975    1,128,630 
Research and development   159,430    235,750    509,603    758,642 
Depreciation   17,293    18,433    51,876    56,357 
Interest   74,880    104,449    280,117    310,647 
Total Operating Expenses   701,048    1,007,754    2,162,348    2,917,058 
                     
NET LOSS  $(688,912)  $(1,007,592)  $(2,143,128)  $(2,904,948)
                     
Undeclared dividends on Preferred Stock   35,965    35,965    107,895    107,895 
                     
Net loss available to Common Stockholders   (724,877)   (1,043,557)   (2,251,023)   (3,012,843)
                     
Loss per common share, basic and diluted  $(0.02)  $(0.03)  $(0.07)  $(0.10)
                     
Weighted average common shares outstanding, basic and diluted   32,145,159    31,137,009    31,811,065    30,843,641 

 

See accompanying notes to condensed consolidated financial statements

 

4
 

 

GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended September 30,2012

(Unaudited)

 

           Additional       Total 
   Preferred Stock   Common Stock   Paid-in   Accumulated   Stockholders’ 
   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
Balance,  December 31,  2011   399,613   $40    31,502,325   $3,149   $65,157,417   $(68,049,152)  $(2,888,546)
Issuance of common stock and warrants for cash, net of issuance costs   -    -    758,439    76    1,857,575    -    1,857,651 
Common stock issued for services and accrued liabilities   -    -    80,491    9    183,280    -    183,289 
Net loss   -    -    -    -    -    (2,143,128)   (2,143,128)
Balance,  September 30,  2012   399,613   $40    32,341,255   $3,234   $67,198,272   $(70,192,280)  $(2,990,734)

 

See accompanying notes to condensed consolidated financial statements

 

5
 

 

GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   For the Nine Months Ended
September 30,
 
   2012   2011 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(2,143,128)  $(2,904,948)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation   51,876    56,357 
Stock based compensation   124,789    181,450 
Changes in operating assets and liabilities:          
Accounts receivable   6,552    30,091 
Inventory   (145,210)   22,711 
Prepaid expenses   (7,519)   (3,724)
Other assets   (2,911)   - 
Accounts payable   (80,024)   52,646 
Accrued liabilities   172,703    296,210 
Cash used in operating activities   (2,022,872)   (2,269,207)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from issuance of trade finance notes payable   205,000    69,000 
Repayment of trade finance notes payable   (5,000)   (242,500)
Sale of common stock – net of issuance costs   1,857,651    1,581,474 
Net cash provided by financing activities   2,057,651    1,407,974 
           
CHANGE IN CASH   34,779    (861,233)
           
CASH – BEGINNING OF PERIOD   194,662    1,004,654 
           
CASH – END OF PERIOD  $229,441   $143,421 
           
SUPPLEMENTAL DISCLOSURES          
Interest paid in cash  $111,470   $75,597 
Non-cash financing transactions:          
Issuance of common stock for accrued liabilities  $58,500   $- 

 

See accompanying notes to condensed consolidated financial statements

 

6
 

  

GLOBAL FOOD TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30,2012

 

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

 

Global Food Technologies, Inc. (the “Company”,“we”,“our”or“us”) is a life sciences company focused on 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 technology called the “Food Processing System”. The System is installed in processor factories in foreign countries with the product currently sold in the United States. The Company’s ability to generate significant revenue will depend, among other things, on its ability to demonstrate the merits of the system, as well as brand development and establishing alliances with suppliers and vendors.

 

The Company is a registrant under rules and regulations of the United States Securities and Exchange Commission (“SEC”) but has not yet obtained a listing on any stock exchange, and its shares are not otherwise quoted or trading on any electronic marketplace.

 

Going concern

 

The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. At September 30, 2012, the Company has an accumulated deficit approximating $70,200,000, and for the nine months ended September 30, 2012, negative cash flows from operations of approximately $2,000,000. Additionally, the Company has negative working capital at September 30, 2012 of approximately $3.9 million. The Company’s ability to continue as a going concern is predicated on its ability to raise additional capital, increase sales and margins, and ultimately achieve sustained profitable operations. There is no assurance that the required additional financing will be available. The uncertainty related to these conditions raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

We are currently addressing our liquidity needs by exploring all financing options available. Based on the Company’s cash balance at September 30, 2011, management estimates that it will need to raise additional capital in the amount of $10 million to cover operating costs for the next 12 months. Any capital raised may involve issuing additional shares of common stock or other equity securities, or obtaining debt financing. Recently, the Company entered into a Subscription Agreement for the purchase of up to $2.9 million of Common Stock of which, $1.7M has been received through September 30, 2012. We are also currently exploring other commercial and joint venture financing opportunities. However, at this point, management has not specifically identified the type or sources of this funding and is exploring commercial and joint venture financing opportunities.

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary in order to make the financial statements not misleading, have been included. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on March 29, 2012. The results of operations for interim periods are not necessarily indicative of the results expected for a full year or for any future period. The condensed consolidated balance sheet as of December 31, 2011 and any related disclosures have been derived from the December 31, 2011 audited financial statements filed in the Company’s 2011 Form 10-K.

 

7
 

 

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

 

Accounting policies

 

Use of estimates

 

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

 

Inventory

 

Inventory is stated at the lower of cost (first-in, first-out) or market.  Market is determined by comparison with recent sales or net realizable value. Management reviews the carrying value of inventory in relation to its sales history and industry trends to determine an estimated net realizable value. Changes in economic conditions or customer demand could result in obsolete or slow moving inventory that cannot be sold or must be sold at reduced prices and could result in an inventory reserve. No inventory reserves were considered necessary as of September 30, 2012.

 

Revenue recognition

 

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

 

Income taxes

 

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

 

Loss per common share

 

Basic loss per common share for the three and nine months ended September 30, 2012 was computed using the weighted average number of shares of common stock outstanding during each respective period. Diluted loss per share for those periods have been computed based on the weighted average number of common shares outstanding, giving effect to all dilutive potential common shares outstanding during the respective periods. There were a total of 10,681,639 potential common shares not used in the computations of diluted loss per share for the three and nine months ending September 30, 2012 relating to outstanding shares of Convertible Preferred Stock, Common Stock purchase warrants and Common Stock options as their inclusion would be anti dilutive.

 

8
 

 

Reclassifications

 

Certain reclassifications have been made to the December 31, 2011 financial statements to conform to the September 30, 2012 presentation.

 

Subsequent events

 

Management has evaluated events subsequent to September 30, 2012 through the date that the accompanying condensed consolidated financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial statements.

 

2. Trade Finance Notes Payable

 

Trade finance notes payable represent promissory notes, secured by inventory, issued in series of maturities from one to three years with annual interest rates from 8.2% to 9.8%. Funds received are controlled by a third-party custodian. Proceeds from sale of inventory by the Company upon collection are applied to the trade financing debt. At September 30, 2012, the Company owed $1,182,423 in trade financing debt. Individual notes mature on their anniversaries through 2013, and based on past renewal activity, we expect that the majority will be renewed upon maturity. None of this debt is in default.

 

3. Notes Payable - Other

 

In July 2009, we borrowed $126,000 from a third party. The note had a one year term and was renewed at its maturity. The note is now due in March 2013, bears interest at 9% per annum, is unsecured and is convertible into common stock at the option of the lender at any time at a fixed price of $4.50 per share. An additional $120,000 was borrowed from the same third party in 2010 in two, unsecured, one-year notes bearing interest at 9% per annum. Such notes were renewed at maturity and are due in June and July 2013, respectively.

 

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

 

4. Notes Payable - Related Parties

 

Director loan

 

In 2006, we entered into demand loans aggregating $190,000 from a Director of the Company, bearing interest at 8% per annum. Additional consideration for the loans was approved by the Board in August 2006, in the form of warrants to purchase 29,000 shares of our common stock. The warrants are exercisable at $4.50 per share for two (2) years from the date of repayment. In August 2006, we entered into an additional six month bridge loan, for $100,000 from the same Director bearing interest at 8% per annum. The loan was renewed each subsequent maturity for an additional six months and now matures on November 22, 2012. Such loans are unsecured. In January 2008, the note holder was issued 78,000 shares of common stock valued at $351,000 as additional consideration for extending the maturity of the loans.

 

9
 

 

In November 2010, the Company borrowed an additional $100,000 at 12% per annum from the same director, due on demand. The loan is unsecured.

 

The aggregate indebtedness to the Director as of September 30, 2012 is $390,000, all of which is classified as a current liability as of September 30, 2012. Currently, the Company does not have the ability or resources to repay such loans if a demand is made for repayment in full in cash.

 

5. Short Term Convertible Note Payable

 

On November 22, 2010, a stockholder loaned the Company $1,300,000 on a six month note bearing interest at 18% per annum. Upon its initial renewal in May 2011, and payment of the renewal bonus in the amount of $58,500, which was charged to interest expense and paid in shares of common stock at $2.25 per share, the interest rate was reset to 9% per annum. The note has been subsequently renewed, and is currently due November 2013. Interest is payable at maturity in shares of Company common stock at the rate of $2.25 per share. At the sole option of the lender, the principal may also be converted into shares of Company common stock at the rate of $2.25 per share. The note is secured by all of the assets of the Company and is subordinate to the 2006 shareholder loan of $250,000. The Company expects that such note will be renewed or converted to Common Stock upon maturation. Currently, the Company does not have the ability or resources to repay such loan if a demand is made for repayment in full in cash at the scheduled maturity date.

 

6. Stockholders’ Deficit

 

Common Stock Issuances

 

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

 

In the nine months ended September 30, 2012, a total of 758,439 shares of common stock were issued in private placements for proceeds of $1,857,651, net of $7,350 of issuance costs, at prices of $2.39 to $3.50 per share.

 

During the nine months ended September 30, 2012, a total of 80,491 shares of common stock valued at $183,289, were issued for accrued director fees, interest and accrued interest.

 

Warrants

 

There are 9,676, 248 warrants to purchase common stock outstanding as of September 30, 2012 which are exercisable until December 31, 2013 at $3.00 to $7.00 per share,. These warrants were issued in conjunction with the issuance of notes payable, sales of common and preferred stock and payment for services.

 

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.

 

10
 

 

Equity Subscription

 

In April 2012, the Company entered into a Subscription Agreement with an existing holder of shares of our Series C Preferred Stock for the purchase of additional shares of common stock. Pursuant to the terms of the Subscription Agreement, the stockholder will purchase up to $2.9 million of Common Stock at a purchase price of $2.39 per share.  The initial purchase was for $500,000, with the additional purchases are structured as eight monthly installments of $300,000, beginning in May 2012. However, the purchaser may cancel any or all of the remaining installments at the purchaser’s discretion, without penalty.  No warrants will be issued in connection with this sale. Through September 30, 2012, the Company has received aggregate proceeds of $1,700,000 and issued 711,297 shares of common stock pursuant to this agreement which are included in the common stock issuances noted in the previous paragraph. In October 2012, the Company received additional proceeds of $300,000 and issued 125,523 shares of common stock pursuant to this agreement.

 

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

 

Company Overview

 

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

 

In 2009, we completed the installation of our iPura® System at a food processor located in China, Tongwei (Hainan) Aquatic Products Co., and began producing our first order of inventory and selling it in the United States. We completed installation of a second, larger iPura® System with a processor in Vietnam in early 2010, but had to remove the installation after quality control and solvency issues arose with that processor. We are seeking an alternative processor in Vietnam for the installation. We have a third system installed at another processor in China, which was installed at Evergreen Aquatic Inc, a vertically integrated tilapia producer located in Zhanjiang City, Guangdong Province, China. We expect this system to be operational in the last half of 2012. Our fourth system is at our Hanford, California warehouse facility and is able to be installed if capacity is required.

 

From the commencement of our research and development activities in 2001, we have raised substantial equity capital to fund the development of our iPura® System. At September 30, 2012, the Company has an accumulated deficit approximating $70,200,000, and for the nine months ended September 30, 2012, negative cash flows from operations of approximately $2,000,000. Additionally, the Company has negative working capital at September 30, 2012. Research on our first generation prototype was completed in 2004, and development and refinement on the commercial system design continued through 2005. Further development has resulted in a more efficient, less labor intensive and more easily maintained processing system.

 

11
 

 

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

 

The iPura® seal is anchored with a descriptive and lasting slogan: The Highest Standard in Food Safety™”.

 

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

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

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

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

 

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

 

· An organic pathogenic and spoilage microorganism “kill step” prior to packaging.
·  Intelligent packaging of product.
·  Product traceability of handling and temperature.
·  An independent third party certification of standards.
·  A unique product insurance that follows the iPura® labeled product throughout the distribution chain.
· A distribution chain and consumer “pull through” marketing program promoting iPura® as “The Highest Standard in Food Safety™.”

 

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

 

Distribution and Marketing Plan

 

Management believes that it is commercially feasible to create recurring revenue streams through service, sales, and licensing to capitalize on the potential of our proprietary technologies, market opportunities and human resources. We have identified four potential price-per-pound revenue models and in each model, GFT will provide the daily on-site service to maintain control of The Highest Standard in Food Safety and Quality.

 

We are proceeding to validate iPura® with sales in the U.S. markets through the “importer model” and “private label brand manufacturer model” (co-branding). This has allowed the iPura® brand to gain a limited amount of market recognition which management believes will lead to important private label brand manufacturing sales. After the private label business is proven, we intend to pursue growth by adding more food products and by licensing strategic partners to distribute iPura® labeled products internationally, thereby creating additional streams of recurring revenue. Market entry is anticipated to begin with the most popular aquaculture products: tilapia, striped pangasius (swai), catfish, salmon, and shrimp. Farmed tilapia is available now, guaranteed to have been processed with the iPura® Food Safety Program.

 

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

 

Promotion of the brand, of course, includes advertising. We have advertised in trade publications such as: Seafood Business, Seafood International, Intrafish, GAA Magazine, Progressive Grocer, Food Safety Magazine and Chef.

 

One of the most important direct marketing opportunities of the past year was our presence at the International Boston Seafood Show, held in March of 2012. We had the opportunity to meet with top executives from our target prospect list as well as to conduct interviews with media to promote the iPura® brand and private label business. We believe that this direct approach to large distributors and retailers, combined with media coverage and a limited amount of consumer marketing will result in the market acceptance of the iPura® brand.

 

Consumer marketing currently is limited to a social media presence and our contract with Global Media Fund, LLC to place articles describing iPura® food safety in various newspapers throughout the U.S. Currently, most of our retail sales, such as at grocery stores, are made to customers without any prominent iPura® branding. We hope to improve point-of-sale branding and have developed descriptive brochures and educational materials for display at supermarkets where seafood with the iPura® seal may be sold. The Social Media core tools: Facebook, Twitter, YouTube and Blogger are used to publicize iPura within industry thought leaders and directly to consumers.

 

Processor and Distribution Agreements

 

We have installed three iPura® Systems under installation and supplier agreements, two in China and one in Vietnam. One system in China has been operating since 2009, producing tilapia fillets, which is our only source of revenue at this time. The other system has been installed with a different processor in China and is expected to begin producing iPura® tilapia product in late 2012. Vietnam was scheduled to begin production of pangasius/swai (a catfish) in the second quarter of 2011. However, quality of product and plant sanitation did not meet iPura® standards as microbial loads on product and processing equipment were very high. Also in the 4th quarter of 2011, it was reported that the Vietnamese supplier was in danger of being declared insolvent and management removed the iPura® equipment, including laboratory equipment, to protect against such occurrence and a potential lock out. We are currently waiting for the Vietnamese company to remedy the deficiencies as well as to update their financial reports. GFT management is currently evaluating other factories in Vietnam for installation and production.

 

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Under these agreements, GFT is generally responsible for the cost of manufacturing, fabricating and installing the iPura® System at the processors’ facilities, with the processors providing power and utility connections and certain other operating expenses.   Our iPura® System is typically installed onto one or two processing lines at the processors’ facilities.  Our iPura® System will be operated and supervised by GFT personnel, at GFT’s expense.  Seafood processed through our iPura® System will then be packaged and labeled with our iPura® seal. Our wholly owned subsidiary, iPura Food Distribution Company (“IFD”), has the exclusive rights to buy and distribute the seafood processed with our iPura® System and the processors therefore cannot sell such seafood to any other customers or distributors, or otherwise use our iPura® System for any other seafood processing. The agreements have terms that range from one to three years from the date of completion of the installation of our iPura® 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.

 

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.  With this “importer” sales model, 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. The marketing focus is now on the private label business with these same retailers and is expected to require much less inventory carrying cost.

 

Liquidity and Capital Resources

 

Historically, our primary source of cash has been the sale of equity and debt instruments to investors. Although we expect to generate increasing revenue from increased sales of seafood processed with our iPura® Systems within the next 12 months, any funds generated from installing and operating our iPura® Systems during the next 12 months are not expected to cover our operating expenses.

 

Based on our cash balance as of September 30, 2012, we are in need of immediate additional financing to fund our current working capital and capital requirements. Furthermore, we believe that we will need approximately $10 million to cover operating expenses during the next twelve months, in addition to a financing vehicle or a line of credit to finance the inventory of iPura® 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 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, which could be convertible into equity securities. However, at this point, we have not specifically identified the type or sources of this funding.

 

As of September 30, 2012, we had trade indebtedness in the ordinary course of business as well as other debt in the form of continuing short term loans of $390,000 from a Director and a shareholder due on demand, and one-year notes from a third party in the amount of $496,000, due in 2013.

 

In 2010, we obtained $1,300,000 pursuant to a six month note bearing interest at 18% per year. The note was twice extended for an additional six months upon payment of a renewal bonuses paid in stock which reset the interest rate to 9% per year.. Interest is payable at maturity in shares of Company common stock at the rate of $2.25 per share and is recorded as current interest expense. At the sole option of the lender, the principal may also be converted into shares of Company common stock at the fixed rate of $2.25 per share. Pursuant to a security agreement, the note is secured by all of the assets of the Company and is subordinate to a 2006 related party note of $250,000. Currently, we do not have the ability or resources to repay such loans if a demand is made for repayment in full. In such event, this secured lender could foreclose on all of our assets as part of its security interest.

 

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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 a 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 for third party costs of inventory. As is typical of trade financing, the Company’s collected sales proceeds will be applied to trade financing debt. At September 30, 2012, the Company had $1,182,423 in trade financing debt on one year notes. They mature on their anniversaries throughout 2012 and 2013 and based on past renewal activity, we expect that the majority will be renewed upon maturity.

 

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 developed limited inventory debt financing with other private parties, as described in more detail above. Successful inventory financing is critical to fund the distribution of our products and generate 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 believe that we have adequate plant capabilities and capacity and sufficient qualified personnel to achieve our planned operations over the next 12 months. Historically, the fabrication of major components of our iPura® System have been outsourced. We will likely continue this practice, and may also elect to outsource the integration and installation of the units depending on the number of units installed and the logistics of a particular site. We will add non-technical support personnel as required to manage the increase in administrative activity.

 

Results of Operations

 

Sales:

 

In the quarter ended September 30, 2012, sales were $106,260, the predominance to Safeway and the remainder to The Meat Market, a regional distributor. In the comparable quarter in 2011, sales were $5,936 of which 71% were to Certi-Fresh Foods. This constitutes an increase of 1690%, which is solely attributable to Safeway resuming its offering the iPura brand during the quarter ended September 30, 2012. Sales for the nine month period ended September 30, 2012 were $172,536, an increase of 61% from $107,374 in 2011. The predominance of accumulated sales early in the nine months of 2011 were to numerous small customers and distributors which were abandoned in the second quarter when a policy was adopted to concentrate on pricing using the cost plus pricing with only larger retailers and distributors.

 

In 2011, we negotiated with Safeway, Inc. to expand our product offering to a co-branded two pound bag. Raw product pricing mandated that we should have a dual source for the tilapia product for Safeway, which required the installation of an iPura processing system in the Evergreen processing plant and was accomplished by the end of 2011. We anticipate that the sales to Safeway in 2012 will be filled from the Evergreen Aquatic processor, while the production of iPura branded product will continue to be produced by the Tongwei processor.

 

We anticipate an increase in volume from both Safeway and other existing customers and additional sales to new chains and distributors as they respond to our marketing programs. We anticipate that our gross margins, approximately 11% for the quarter ended September 30, 2012, will remain at that level based on our transparent pricing model of “cost plus,” which is computed on a 25 cents per pound gross profit margin. This model is planned to differentiate iPura product from the existing commodity-based product pricing model we currently experience in the marketplace.

 

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Expenses:

 

Our net loss for the quarter ended September 30, 2012 was $688,912, compared to $1,007,592 for the comparable quarter in 2011, a $318,680 decrease of 32%. The net loss for the nine month periods ended September 30, 2012 and 2011 also decreased $761,820 or 26% from $2,904,948 in 2011 to $2,143,128 in 2012. The decreases can be attributable, generally, to the reduction in activity by all departments while negotiating with Safeway to resume production. Marketing expenses decreased 19% in the 3 month comparable periods but decreased 25% in the nine month comparable periods due to the lower cost marketing approach to the Boston Seafood Show of attendance without exhibiting. General and Administrative expense decreased 36% or $163,233 from $455,121 in the 2011 quarter to $291,888. Due to the reduced level of activity, especially travel expense, General and Administrative expenses for the comparable nine months periods ended September 30, 2012 decreased 27% for the same reasons. Research and Development expenses decreased 32% or $76,320 from $235,750 in the 2011 quarter to $159,430 in the quarter ended September 30, 2012 and 33% or $249,039 for the nine month comparable periods due specifically to the completion of testing of an improved antimicrobial solution in 2011, as well as the satisfactory upgrade of the iPura system for the Evergreen Aquatic installation in 2011.

 

Interest expense decreased between the three month periods by 28% or $29,569 and also decreased 10% or 30,530 between the nine month periods attributable to the reduction of the interest rate from 18% to 9% on the $1,300,000 convertible note.

 

Depreciation expense remained relatively constant between the comparable three month periods, with only one iPura system having been installed and depreciated, but will increase if additional systems are installed. The cash used in operations decreased by approximately 11% from $2,269,207 for the nine months ended September 30, 2011 to $2,022,872 for the nine months period ended September 30, 2012. The decreased cash used in operating activities in the 2012 period resulted from the decreased net loss in 2012 which was partially offset by changes in working capital account activity..

 

Off Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Customer and Supplier Concentration

 

Our revenue for the three and nine months ended September 30, 2012 was derived from two customers, The Meat Market and Safeway, Inc. We expect this customer concentration with The Meat Market as well as with the resumed sales Safeway, Inc. to continue in the short-term as we seek to expand our sales with these major customers, but anticipate that customer concentration will eventually begin to decline if we are able to expand our customer base and effectively market the iPura brand.

 

As described above, subject to financial resources and obtaining purchase orders, we anticipate purchasing and processing additional inventory from another supplier located in China by the fourth quarter of 2012. Therefore, we anticipate continued dependence upon a very small number of suppliers. The future loss of any major customer or supplier could have a material adverse effect on our business, financial condition and results of operations.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act) that are designed to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that this information is accumulated and communicated to our management, including our principal executive/financial officer, to allow timely decisions regarding required disclosure.

 

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

 

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

 

Changes in Internal Control Over Financial Reporting

 

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

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

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

 

ITEM 1A.    RISK FACTORS

 

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

 

Cautionary Information Regarding “Forward-Looking Statements”

 

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

 

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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 to operate as a going concern, or expand operations and to finance inventory costs, and the terms on which we will be able to obtain this financing, if at all;

 

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

 

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

 

·our dependence on a small number of customers and suppliers;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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·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 iPurabrand will succeed in creating preferences with the consuming public;

 

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

 

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

 

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

 

·the possible impact from competing products or technologies;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

·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.

 

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

 

Sales of Unregistered Securities

 

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

 

During the three months ended September 30, 2012, a total of 376,569 shares of common stock were issued in a private placement for proceeds of $900,000.

 

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 nine month period ended September 30, 2012, there were no material defaults in the payment of principal or interest, a sinking or purchase fund installment, or any other material default not cured within 30 days or with the consent of the lender, with respect to any of our indebtedness exceeding 5% of our total assets. However, as noted above under “Liquidity and Capital Resources” in Part I, Item 2, we have certain notes that are due upon demand, and we do not currently have the resources to repay such notes if demands for immediate payment in full were made.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

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

 

None

 

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

 

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

 

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ITEM 6. EXHIBITS

 

Exhibit
No.
  Description
3.1 (1)   Restated Certificate of Incorporation dated October 18, 2005.
     
3.2 (1)   Second Amended and Restated Bylaws as of August 31, 2005.
     
3.3 (2)   Certificate of Designation of Rights, Preferences and Privileges – Series B Preferred Stock
     
3.4 (3)   Certificate of Designation of Rights, Preferences and Privileges – Series C Preferred Stock
     
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

 

101.INS  ‡‡   XBRL Instance Document
     
101.SCH ‡‡   XBRL Taxonomy Schema
     
101.CAL ‡‡   XBRL Taxonomy Calculation Linkbase
     
101.DEF ‡‡   XBRL Taxonomy Definition Linkbase
     
101.LAB‡‡   XBRL Taxonomy Label Linkbase
     
101.PRE ‡‡   XBRL Taxonomy Presentation Linkbase

 

* Filed herewith

 

‡ Furnished herewith.

 

‡‡ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

(1)Filed on November 23, 2005 as an exhibit to our Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005 and incorporated herein by reference.
(2)Filed on July 15, 2009, as an exhibit to our Report on Form 8-K and incorporated herein by reference.
(3)Filed on December 11, 2009, as an exhibit to our Report on Form 8-K and incorporated herein by reference.

 

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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 6, 2012   By: /s/ Keith Meeks
    Keith Meeks, President and
    Chief Executive Officer
    (PRINCIPAL EXECUTIVE OFFICER)
     
Dated: November 6, 2012   By: /s/ Marshall F. Sparks
    Marshall F. Sparks, Chief Financial Officer
    (PRINCIPAL ACCOUNTING OFFICER)

 

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