Umami Sustainable Seafood Inc. - FORM 10-K/A

Attached files

file	filename
EX-31.8 - EXHIBIT 31.8 - Umami Sustainable Seafood Inc.	v349441_ex31-8.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 4)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2011

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number 000-52401

UMAMI SUSTAINABLE SEAFOOD INC.

(Exact name of Registrant as specified in its charter)

1230 Columbia St.

Suite 440

San Diego, CA 92101

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (619) 544-9177

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No þ

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 þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of December 31, 2010: $42,485,000

The number of shares of the registrant’s common stock outstanding as of September 30, 2011 was 59,512,066.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents (or parts thereof) are incorporated by reference into the following parts of this Form 10-K: None

EXPLANATORY NOTE

This Amendment No. 4 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended June 30, 2011 originally filed on November 14, 2011 (the “Original 10-K”) by Umami Sustainable Seafood Inc., a Nevada corporation (“Umami,” the “Company,” “we,” or “us”). On November 14, 2011, we filed both Amendment No. 1 to the Original 10-K (the “ First Amendment”) and Amendment No. 2 to the Original 10-K (the “Second Amendment”) and on November 13, 2012, we filed Amendment No. 3 to the Original 10-K (the “Third Amendment”). We are filing this Amendment in response to a comment letter received from the Securities and Exchange Commission (“SEC”) to revise the disclosures in Item 1. Business, Item 1A. Risk Factors, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Item 10. Directors, Executive Officers and Corporate Governance, Item 11. Executive Compensation, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters, Item 13. Certain Relationships and Related Transactions and Director Independence and Item 15. Exhibits, Financial Statement Schedules.

You should read this Amendment in conjunction with the Original 10-K, the First Amendment, the Second Amendment, the Third Amendment and the Company’s other filings made with the SEC subsequent to the filing of the Original 10-K. The Original 10-K has not been amended or updated to reflect events occurring after November 14, 2011, except as specifically set forth in the First Amendment, the Second Amendment, the Third Amendment and this Amendment.

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-K that are not historical facts are “forward-looking statements” which can be identified by the use of terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, in that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties, and other factors affecting our operations, market growth, services, products, and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Such statements reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors”) relating to our industry, operations and results of operations and any businesses that we may acquire, and include, without limitation:

1. our ability to attract and retain management, and to integrate and maintain technical information and management information systems;

2. our ability to generate customer demand for our products;

3. the intensity of competition; and

4. general economic conditions.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

All forward-looking statements made in connection with this Form 10-K that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to shares of our common stock. The following discussion should be read in conjunction with the audited annual financial statements and the related notes filed herein.

Unless otherwise indicated or the context otherwise requires, all references below in this current report on Form 10-K to “we”, “us”, “our”, and “the Company”, refer to Umami Sustainable Seafood Inc., a Nevada corporation, (“Umami”) and its wholly-owned subsidiaries, Bluefin Acquisition Group Inc. a New York corporation (“Bluefin”), Oceanic Enterprises, Inc. a California corporation (“Oceanic”), Kali Tuna d.o.o. a Croatian company (“Kali Tuna”) and its 99.98% owned subsidiary Baja Aqua-Farms S.A. de C.V. a Mexican corporation (“Baja”)

Item 1. BUSINESS

Company Overview

We raise sashimi grade Northern and Pacific Bluefin tuna for the high end consumer with a focus on environmentally sound practices and the long term sustainability of the species. Our growth strategy is based on consolidation within the sector to leverage scientific process and research knowledge through economies of scale. Our objective is to create a self-sustaining farm environment where the tuna spawn and the resultant eggs are hatched and grown to full size.

We catch and grow sashimi grade Bluefin tuna commercially in aquaculture farms located in Croatia and Mexico. We own and operate Kali Tuna, an established Croatian-based aquaculture operation, raising Northern Bluefin tuna in the Croatian part of the Adriatic Sea. We also own and operate Baja, an established Mexican-based aquaculture operation, raising Pacific Bluefin tuna off the northwest coast of Baja California, Mexico.

We are in the process of creating a self-sustaining farm environment where the tuna spawn and fertilized eggs are hatched and grown to full commercial size. Although we have achieved some successes in the area of spawning and hatching, we believe that commercialization of this propagation program is still a number of years away. Although, we do not believe that our success is reliant on the success of the propagation program, it is expected to enhance our long-term prospects.

Corporate Background

We were incorporated as Lions Gate Lighting Corp. (“Lions Gate”) in the state of Nevada on May 2, 2005. From August 31, 2007 until June 30, 2010, we were a shell company. On June 30, 2010 we completed the reverse merger described below.

In 2005, Kali Tuna, a limited liability company organized under the laws of the Republic of Croatia, was acquired by Atlantis Group hf (“Atlantis”), an Icelandic based holding company with its key market in Japan that seeks to produce, market and distribute sustainable seafood, with a focus on aquaculture. Atlantis is a major supplier of fresh and frozen premium sustainable fish and seafood in Australia and Europe and one of the largest importers of Bluefin tuna into Japan. It is our majority shareholder (and an affiliate of our Chief Executive Officer) and has been a major provider of capital to the Company. Atlantis, through its affiliates, also serves as our exclusive sales agent. In addition, for the year ended June 30, 2011, Atlantis Japan, and other Atlantis Group subsidiaries, purchased from us approximately $41.0 million worth of products, representing approximately 72% of our total sales for the year.

In March 2010, Atlantis created Bluefin, a wholly owned subsidiary of Atlantis, for the purpose of holding the shares of Kali Tuna. On May 3, 2010, Lions Gate entered into a share exchange agreement among Lions Gate, Kali Tuna, Bluefin and Atlantis, pursuant to which Lions Gate purchased from Atlantis all of the issued and outstanding shares of Bluefin in consideration for the issuance to Atlantis of 30.0 million shares of Lions Gate common stock (the “Share Exchange”) resulting in a change of control of Lions Gate. As a result, effective June 30, 2010, Kali Tuna became our indirect wholly owned subsidiary. As of the date hereof, Atlantis continues to be our majority shareholder.

On August 20, 2010 we changed our name to Umami Sustainable Seafood Inc. The stock symbol on the OTC Bulletin Board was changed to UMAM on the same date.

Acquisition of Baja Aqua Farms and Oceanic

On July 20, 2010, we entered into a Stock Purchase Agreement with Corposa, S.A. de C.V. (“Corposa”), Holshyrna ehf, (“Holshyrna”), Marpesca, S.A. de C.V, (“Marpesca”), Oceanic, Vilhelm Gudmundsson and Robert Gudfinnsson, providing for the sale from Corposa and Holshyrna of 33% of the equity of Baja and its affiliate Oceanic. Under the terms of the transaction, we paid $8.0 million, which included $4.9 million that had been advanced to Baja previously.

We also acquired the right to purchase all remaining Baja and Oceanic shares in consideration for the payment of $10.0 million in cash and the issuance of 10.0 million shares of our common stock, valued at $12.1 million. On November 30, 2010, we consummated the acquisition of Baja and Oceanic by paying cash in the amount of $7.8 million and the issuance of promissory notes in the aggregate principal amount of $2.2 million. These notes were paid in full on December 10, 2010. An additional $2.0 million had been paid in connection with the execution of certain amendments to the agreements. As a result, Baja became our 99.98% owned subsidiary and Oceanic became our wholly owned subsidiary.

Following the completion of these acquisitions, our corporate structure is as follows:

* Marpesca’s remaining 51% is owned by Baja’s General Manager, Victor Manuel Guardado France. Mr. Guardado is our nominee for Mexican regulatory purposes, does not have decision-making authority and is not an executive officer or significant employee of Umami. Decision-making authority for Marpesca lies solely with Baja’s management, including specifically Mr. Sarmiento.

** The remaining 50% of Kali Tuna Trgovina is owned by Bluefin Tuna Hellas A.E., an unrelated third party.

*** Thynnus d.o.o. is an inactive Croatian company.

Kali Tuna d.o.o

Kali Tuna was organized in 1996 under the laws of the Republic of Croatia by individuals who had gained considerable experience in the area of tuna fishing, farming and trading in Southern Australia for approximately 30 years before moving their operations to Croatia. Kali Tuna owns and operates facilities and equipment in Croatia where it farms Northern (or Atlantic) Bluefin tuna for sale into the sushi and sashimi market. Most of its products are sold into Japanese trading houses for distribution to the high end sushi and sashimi market in Japan.

Kali Tuna’s activities consist of: (a) tuna farming and processing, (b) sales and exports of tuna products, and (c) storage and processing of fish feed for its tuna farming operations. Through an affiliated entity, MB Lubin d.o.o. (“MB Lubin”), it also operates a fleet of seven fishing vessels that typically catch Northern Bluefin tuna and small pelagic fish used for tuna feed in the Adriatic and transports the live tuna back to its farming sites off the Croatian coast for further growing.

Prior to October 31, 2010, Kali Tuna operated a joint venture, owned 50% by Kali Tuna and 50% by Bluefin tuna Hellas A.E., an unrelated third party. Under the terms of the joint venture, Bluefin tuna was acquired, farmed and sold at Kali Tuna’s site. Initially, the joint venture was operated through a separate entity, Kali Tuna Trgovina d.o.o. In January 2008, all activities of the joint venture were assumed by Kali Tuna. In October 2010, the joint venture was terminated, at which time the joint venture’s remaining assets, consisting primarily of Bluefin tuna biomass located at Kali Tuna’s farming sites were purchased by Kali Tuna at the fair market value of $1.6 million. We do not expect to enter into these types of arrangements in the future.

Kali Tuna also owns Bepina Komerc d.o.o., an inactive Croatian entity, that owns the right to use one of Kali Tuna’s concessions.

Baja Aqua Farms S.A. de C.V

Baja was organized in 1999 under the laws of the Republic of Mexico by individuals who were involved for many years in the tuna feed industry in Southern Australia before commencing operations in Mexico. Baja owns and operates facilities and equipment in Mexico where it farms Pacific Bluefin tuna for sale primarily into the Japanese sushi and sashimi market.

Baja’s activities consist of: (a) tuna farming and processing, (b) sales and exports of tuna products, and (c) processing of fish feed for its tuna farming operations. Baja leases a fleet of purse seiners and tow boats during the fishing season to catch the Pacific Bluefin tuna and transport them live back to its farming sites located off the Baja California, Mexico coast for further growing. Through Marpesca, an affiliated entity, it operates a fishing vessel that typically fishes for small pelagic fish used for tuna feed. Baja sells its fish through various Japanese importers primarily into the Japanese sushi and sashimi market.

Prior and subsequent to our acquisition of Baja, its administrative functions were performed by Oceanic Enterprises, Inc. (“Oceanic”). These functions included accounting, payroll, human resources and related matters. While Oceanic does not have an ongoing sales function, in 2008 and 2009 it also sold Bluefin Tuna on Baja’s behalf and was responsible for overseeing the processing and shipping of that Bluefin Tuna. In limited circumstances, Oceanic also acquires and exports certain equipment from U.S. vendors to Baja in cases where the U.S. vendors require a U.S. entity as a counterparty. It has no other functions or operations beyond providing these services to Baja and is not a significant subsidiary. Oceanic, which was formed in California in 2000 under the name Agritrade USA, Inc., was an affiliate of Baja that we acquired concurrently with the Baja acquisition. Oceanic holds no intellectual property, does not require any government approval to conduct its operations as currently conducted, has not engaged in research and development activities or incurred any costs or experienced any effects related to compliance with environmental laws. As of June 30, 2011, Oceanic had 8 employees, all of whom were full time employees.

Industry Overview

Aquaculture Industry

Aquaculture is the farming of aquatic organisms including fish, mollusks, crustaceans and aquatic plants. Farming implies some form of intervention in the rearing process to enhance production, such as regular stocking, feeding, and protection from predators. Farming also implies individual or corporate ownership of the stock being cultivated. Aquaculture production specifically refers to output from aquaculture activities, which are designated for final harvest for consumption.

Aquaculture is the world’s fastest growing segment in the food production system and has been for the past two decades. According to a recent study by the Food and Agriculture Organization of the United Nations (the “FAO”),¹ world fisheries production reached a high of 143.6 million metric tons in 2006. The contribution of aquaculture to the world fisheries production in 2006 was 51.7 million metric tons of fish, or 36% of world fisheries production, up from 3.6% in 1970. The FAO’s worldwide fisheries data are typically five or more years old.

A study covering the year in 2008, entitled “Blue Frontiers: Managing the Costs of Aquaculture,” and published in 2011 by the WorldFish Center (“WFC”) in Penang, Malaysia, using data from FAO FishStat, shows the growth continuing unabated. In 2009, world fisheries production was 145.1 million metric tons. According to WFC, worldwide aquaculture production grew at an average annual rate of 8.4% from 1970 to 2008, which means that the growth in aquaculture has ‘significantly outpaced growth in world population.’²

Global aquaculture accounted for 6% of the fish available for human consumption in 1970. In 2009, assuming that all fish grown by global aquaculture is allocated to fish available for human consumption, global aquaculture accounted for 46.8% of the fish available for human consumption according to the WFC.³ The FAO report also describes that over half of the global aquaculture in 2008 was freshwater fin-fish. Based on the FAO’s projections, it is estimated that in order to maintain the current level of per capita consumption, global aquaculture production will need to reach in excess of 80 million metric tons of fish by 2050. WFC’s projections are even more aggressive. WFC estimates world aquaculture production to rise to 75 million tons by 2020, and to 95 million tons by 2030.

According to the FAO, per capita supply from aquaculture increased from 0.7 kg in 1970 to 7.8 kg in 2006, an average annual growth rate of 6.9%.⁴ It is set to overtake capture fisheries as a source of food fish. From a production of less than 1 million metric tons per year in the early 1950s, production in 2008 was reported to be 52.5 million metric tons with a value of $98.4 billion, representing an annual growth rate of nearly 7%.

A good aquaculture site is made up of many factors, with the key ones being location, weather, water temperature, currents and predator risk. As the availability of sites for aquaculture is becoming increasingly limited due to licensing and environmental factors and the ability to develop non-agricultural land is restricted, the competition to develop additional aquaculture production systems is intensifying. As the intensification for aquaculture production systems increases, the demand for institutional support, services and skilled persons is anticipated to increase, along with the demand for more knowledge-based aquaculture education and training as aquaculture becomes more important worldwide.

According to the WFC, ‘aquaculture is among the fastest growing food production sectors in the world and this trend is set to continue’. Further, WFC states that ‘this future growth must be met in ways that do not erode natural biodiversity or place unacceptable demands on ecological services.”⁵

Tuna Industry

Tuna and tuna-like species are of great economic importance and represent a significant source of food. They include approximately forty species occurring in the Atlantic, Indian and Pacific Oceans and in the Mediterranean Sea. According to the FAO, their global production has increased from less than 0.6 million metric tons in 1950 to 6.5 million metric tons in 2009.⁶ Seven principal market species made up 4.4 million tons of the whole in 2009, with Bluefin tuna totaling 58,944 metric tons, or 1.3% of the global production of tuna.⁷

The so-called principal market tuna species are the most economically important among the tuna and tuna-like species. They are landed in numerous locations around the world, traded on a nearly global scale and also processed and consumed in many locations worldwide. According to the FAO, in 2007, their catch was approximately four million tons, which represents about 65% of the total catch of all tuna and tuna-like species. Most catches of the principal market tuna species are taken from the Pacific (69.0% of the total catch of principal market tuna species in 2007), with the Indian Ocean contributing much more (21.7% in 2007) than the Atlantic and the Mediterranean Sea (9.5% in 2007).⁸

Approximate contributions of individual principal market tuna species to the 2008 total catch is given below.

¹The report may be viewed at http://www.fao.org/docrep/010/ai466e/ai466e10.htm.

²The complete report is available at http://www.conservation.org/Documents/BlueFrontiers_aquaculture_report.pdf. (hereinafter “Blue Frontiers”)

³This report is available at http://www.fao.org/docrep/013/i1820e/i1820e01.pdf. See page 3 of that report.

⁴This report may be found at http://www.fao.org/fishery/topic/13540/en.

5Blue Frontiers at page 2.

⁶ Source: http://www.fao.org/figis/servlet/SQServlet?file=/usr/local/tomcat/FI/5.5.23/figis/webapps/figis/temp/hqp_3281.xml&outtype=html.

⁷Source: http://www.fao.org/figis/servlet/SQServlet?file=/usr/local/tomcat/FI/5.5.23/figis/webapps/figis/temp/hqp_3251.xml&outtype=html.

⁸ Ibid.

Principal market tunas
	Albacore (ALB)	4.7%
	Atlantic bluefin tuna (BFT)	less than 1%
	Bigeye tuna (BET)	9.6 %
	Pacific bluefin tuna (PBF)	less than 1%
	Southern bluefin tuna (SBF)	less than 1%
	Skipjack tuna (SKJ)	57.5%
	Yellowfin tuna (YFT)	27.1%

Source: http://www.fao.org/fishery/statistics/tuna-catches/en

Bluefin Tuna Trade

The Bluefin trade includes three species of tuna: the Pacific Bluefin, the Southern Bluefin and the Northern (Atlantic) Bluefin. The Northern (Atlantic) Bluefin Tuna (Thunnus thynnus) is native to both the western and eastern Atlantic Ocean, the Mediterranean and the Black Sea. It can live up to 30 years and can reach weights of over 450 kilograms. The Pacific Bluefin Tuna (Thunnus orientalis) is native to both the western and eastern Pacific Ocean. It can live up to 25 years and weigh up to 500 kilograms.

We concentrate on the Atlantic Bluefin tuna trade for our Croatian operation, and on the Pacific Bluefin tuna trade for our Mexican operation.

The following graph shows global production (catching and farming combined) for each species of Bluefin tuna in metric tons per year.

	2005		2006		2007		2008		2009
Southern Bluefin Tuna		17,439		16,225		13,159		15,515		13,979
Pacific Bluefin Tuna		30,943		23,174		20,942		25,308		21,761
Northern Bluefin Tuna		39,869		35,730		38,474		26,525		23,204
TOTALS		88,251		75,129		72,575		67,348		58,944

The graph and the table are based on data extracted from the following source:

http://www.fao.org/figis/servlet/SQServlet?file=/usr/local/tomcat/FI/5.5.23/figis/webapps/figis/temp/hqp_3048.xml&outtype=html.

Atlantic Bluefin Tuna

As concerns over depleting the natural stock of the Atlantic Bluefin tuna have increased in recent years, international organizations have increased regulation relating to and imposed strict quotas on Bluefin Tuna catches. The main international body that regulates fishing activities and trade in the Atlantic Bluefin is the International Commission for the Conservation of Atlantic Tunas or ICCAT. It describes itself as an inter-governmental fishery organization responsible for the conservation of tunas and tuna-like species in the Atlantic Ocean and its adjacent seas. Its primary tool in its conservation efforts is its ability to impose quotas. The organization was established in 1966, is headquartered in Madrid, Spain, and covers 30 species of tuna, including the Northern (Atlantic) Bluefin Tuna.

In the last five years great advancements have been made in the conservation of the Atlantic Bluefin tuna. In November 2006, members of the ICCAT reached an agreement to reduce the Bluefin tuna quota in the Mediterranean Sea from 32,000 metric tons in 2006 to 25,500 metric tons in 2007. In November 2007, the ICCAT set the annual quota for 2008 at 22,000 metric tons, reducing it to 18,500 tons in 2009. Various groups, including environmental groups, have claimed that this quota was set at an unsustainable level.

In 2008, the ICCAT adopted measures, which included a 15-year recovery plan for Bluefin tuna and included, among other things, a call for a 6-month off-season for specific types of boats, a ban on the use of aircraft in spotting tuna, prohibiting the capture of tuna under 30 kg except in certain specific circumstances and areas, and requiring extensive reporting of tuna catches. Furthermore, it only allows tuna to be offloaded at designated ports and obliges countries to place observers on fishing boats to monitor their adherence to regulations.

In 2009, strict additional control measures were agreed upon to accelerate the rebuilding of the stock to levels that will allow maximum catches at sustainable levels. These included:

	·	Reductions in fishing capacity.
	·	A limit on the number of joint fishing operations that could be carried out.
	·	An observer program with 100% coverage of purse seine and farming activities.
	·	Reporting of catches close to real-time, allowing for a closer monitoring of the quota.

Pacific Bluefin Tuna

Management of Pacific Bluefin tuna comes under various international organizations, such as the Western & Central Pacific Fisheries Commission (WCPFC) in the central and western Pacific and the Inter-American Tropical Tuna Commission (IATTC) in the eastern Pacific, which is based in La Jolla, California, and which was formed in 1949, making it the oldest regional fishery management organization (RFMO). According to the latest IATTC Fishery Status Report No. 8, Tunas and Billfishes in the Eastern Pacific Ocean in 2009, Bluefin tuna only made up 0.6% of total tuna catch (3,605 metric tons out of a total catch of 616,849 metric tons).⁹As a result, no quota or regulations are imposed on the Pacific Bluefin tuna, although various governments have had preliminary discussions regarding measures to preserve Pacific Bluefin stock.

According to the IATTC, most of the catches of bluefin in the Eastern Pacific Ocean are taken by purse seiners. Nearly all of the purse-seine catches have been made west of Baja California and California, within about 100 nautical miles of the coast, between about 23°N and 35°N. Ninety percent of the catch is estimated to have been between about 60 and 100 cm in length, representing mostly fish 1 to 3 years of age. Aquaculture facilities for bluefin were established in Mexico in 1999, and some Mexican purse seiners began to direct their effort toward bluefin during that year. During recent years, most of the catches have been transported to holding pens, where the fish are held for fattening and later sale to sashimi markets. Lesser amounts of bluefin are caught by recreational, gillnet, and longline gear. Bluefin have been caught during every month of the year, but most of the fish are caught during May through October.¹⁰

At its seventh regular session, the WCPFC adopted a conservation measure for Pacific Bluefin tuna in their area, calling for a reduction in catch of juveniles (0-3 years of age) to below 2002-2004 levels. Since we don’t catch any of our Bluefin tuna from the central and western Pacific, we don’t see any impact on our operations from this conservation measure. The WCPFC is based in Kolonia, Pohnpei, Federated States of Micronesia, and is among the newest RFMOs, having come into effect in 2004.

Fish Supply

Japan has traditionally been one of the largest consumers of tuna, especially Bluefin tuna, which is used as a premium ingredient for sushi and sashimi. We believe that as a result of Atlantis’ and its affiliates’ solid ties in the Japanese fish market, which are built on strong personal relationships, Umami’s products are regarded by the Japanese as highly reputable and high-end fish products, as evidenced by our sales to repeat customers and their willingness to pay premium prices.

Kali Tuna

Kali Tuna procures live Bluefin tuna primarily through MB Lubin, an entity, which, pursuant to a series of agreements, is controlled by Kali Tuna. MB Lubin owns and operates a fleet of seven vessels that catch fish primarily off the coast of Croatia. Kali Tuna has also purchased live tuna from other local and foreign-based farms and suppliers including fishing companies operating off the coast of Malta and Libya and other Mediterranean locations. The tuna is deposited into special towing cages that are towed back to its farming sites off the Croatian coast for transfer into permanent holding cages. Fishing takes place during the months of May and June only as permitted by international regulations. Transport of the catch to Kali Tuna’s farms is a slow process that can take many weeks to complete with speeds of the transport rarely exceeding one mile per hour to maximize the survival rates of the live fish.

¹The complete report may be found at http://www.iattc.org/PDFFiles2/FisheryStatusReports/FisheryStatusReport8ENG.pdf.

² Ibid. at page 94.

MB Lubin sells its live fish to Kali Tuna under an exclusive arrangement in a supply contract dated July 1, 2009. Under the terms of the agreement, MB Lubin has undertaken to sell all its Bluefin tuna catches to Kali Tuna. Under the agreement, which has a term of 20 years, all deliveries of tuna will be made at the market price prevailing at the time of delivery.

In addition, Kali Tuna has entered into an agreement with MB Lubin that provides for the sale and delivery by MB Lubin of small fish that are used for feeding the tuna. Kali Tuna may also purchase feed from other suppliers.

Since Kali Tuna operates on a long-term farming cycle, the Company believes that none of its suppliers of live tuna or fish feed are critical to its business. However, if for any reason Kali Tuna would be unable to procure fish from a particular supplier, this would likely lead to a temporary interruption in the supply of fish, at least until Kali Tuna found another entity that could provide it these services.

Pursuant to the Small Pelagic Fish Supply Contract, the Business Cooperation Agreement, the Live Tuna Supply Contract and the Maritime/Fishery Services Contract, each dated July 1, 2009 and entered into between Kali Tuna and Lubin, Lubin is required to deliver to Kali Tuna any Northern Bluefin Tuna, Pilchard, Mackerel, Horse Mackerel and Anchovy it catches and to provide other maritime/fishery services to Kali Tuna for a period of twenty years. The prices Kali Tuna pays under these contracts are to be set by separate agreement for the applicable fishing season or period of service, but must match market prices and payment terms. Pursuant to the Maritime/Fishery Services Contract, Kali Tuna may also agree to reimburse Lubin's costs related to crew, fuel, food, port fees and taxes. Additionally, Lubin has agreed to let Kali Tuna use its vessels for its operations as collateral for any of its credit liabilities and, in return, Kali Tuna has agreed to help Lubin refinance its debt liabilities by taking over certain of Lubin's outstanding debts. Kali Tuna has also agreed to directly finance Lubin, and to provide guarantees and other support in connection with third-party financing, for the short and long-term financing of Lubin's assets and equipment. During the twenty-year term of these agreements, Lubin may not transfer any tangible property or right without Kali Tuna's consent.

Baja

Baja procures live Bluefin tuna primarily through its own fishing efforts. Baja leases fishing vessels (purse seiners) from reputable companies in Mexico. Baja catches fish primarily off the coast of Baja California, Mexico. The tuna is deposited into special towing cages that are towed back to its two farming sites off the Baja California coast for transfer into permanent holding cages. Fishing generally takes place during the months of May through August. Transport of the catch to its farms is a slow process that can take many weeks to complete with speeds of the transport rarely exceeding one mile per hour. This ensures that the Bluefin tuna will arrive in the best possible condition. Mexican law requires majority ownership by Mexican nationals of any local fish catching operation. Accordingly, Baja leases one of its vessels to an affiliate, Marpesca, which is 49% owned by Baja and 51% by Baja’s General Manager and, accordingly, is controlled by common management.

Although the Company does not believe that any of Baja’s suppliers of leased purse seiners are critical to its business, if for any reason Baja would be unable to procure vessels for lease from a particular supplier, this would likely lead to a temporary interruption in the supply of fish at least until Baja found another entity that could provide it these services or purchased its own purse seiners.

Sales and Customers

Sales

In 2005, Kali Tuna, a limited liability company organized under the laws of the Republic of Croatia, was acquired by Atlantis Group hf, or Atlantis, an Icelandic holding company with its key market in Japan that seeks to produce, market and distribute sustainable seafood, with a focus on aquaculture. Atlantis is our largest stockholder and an affiliate of our Chief Executive Officer. Atlantis or Atlantis Co., Ltd., (“Atlantis Japan”), a wholly-owned subsidiary of Atlantis, served as our exclusive sales agent through the 2011 harvest season. In addition, for the year ended June 30, 2011, Atlantis Japan, and other Atlantis subsidiaries, purchased from us, for their own account and not as sales agents, approximately $ 40.9 million worth of Bluefin Tuna, representing approximately 71.9% of our total sales for that period. There were no sales to Atlantis Japan or other Atlantis subsidiaries in the year ended June 30, 2010. We have adopted policies that prohibit future related-party transactions with Atlantis. Except for this sales relationship, Atlantis Japan did not provide any other function to us.

On June 30, 2010, Umami entered into a sales agency agreement with Atlantis pursuant to which Atlantis was granted the exclusive right to sell, on Kali Tuna’s behalf, all of its Bluefin tuna products into the Japanese market. Following the acquisition of Baja, Umami agreed to extend the sales agency agreement to most of Baja’s sales. Umami paid Atlantis an agency commission of 2% on all sales made under this agreement, resulting in payments of $1.0 million for the year ended June 30, 2011. In June 2011, the agreement was terminated.

In October 2011, we entered into a sales agency agreement with Atlantis Co., Ltd. (“Atlantis Japan”), giving Atlantis Japan exclusive rights to sell our Bluefin tuna in Japan. We will pay Atlantis Japan 2% for all sales up to 4.0 billion Japanese Yen (approximately $52.0 million) and 1.0% for all sales above that amount. Commissions under the agreement are payable quarterly. The agreement was effective retroactively to July 1, 2011 and expires March 31, 2012. Atlantis Japan is a wholly owned subsidiary of Atlantis.

It is contemplated that pricing of products sold through Atlantis Japan will be based on negotiation between Atlantis Japan and the customers based on criteria set by us. All sales are subject to our review and approval.

Customers

For the year ended June 30, 2011, Atlantis Japan, Atlantis’s wholly owned subsidiary, purchased from us approximately $40.6 million worth of products, representing approximately 71% of our total sales for the year. An additional 27% was sold to large Japanese importers.

The following table shows our principal customers and the amount purchased by each as a percentage of our total sales for the years ended June 30, 2011 and 2010.

	Year Ended June 30
	2011			2010

Atlantis Japan and other Atlantis Group Subsidiaries		71.9	%		—
Mitsubishi Corporation		10.8	%		—
Global Seafoods Co., LTD		9.3	%		—
Sirius Ocean Inc.		6.9	%		16.5	%
Daito Gyorui Co., Ltd		—			82.6	%

Frozen and Fresh Fish

Harvesting tuna from Kali Tuna occurs typically during the months of November to March when low water temperatures optimize the quality of tuna meat. Over 98% of our production at Kali Tuna is sold as frozen fish which typically will be picked up by the customer in its own specially equipped freezer vessels for transport to Japan. When selling fresh fish to a customer, Kali Tuna ships the processed fish by overnight delivery to the requested location. Kali Tuna does not intend to make significant sales of fresh fish during the current year.

Harvesting tuna from Baja occurs typically during the months from September through March when low water temperatures optimize the quality of tuna meat. When selling fresh fish, Baja will ship the processed fish by overnight delivery to the requested location.

Baja sells approximately 85% of its fish as frozen product. The remaining 15% is sold fresh where the fish is harvested, cooled, packed in ice and then sent via air-freight to Japan. Baja has sold frozen fish through both land-based (rented) containers and specially equipped freezer vessels. In the future we expect most frozen product will be sold utilizing freezer vessels as the freezer vessels are currently more efficient from a processing standpoint.

Raw Materials

Our raw materials consist primarily of bait, including sardines, anchovies, mackerel, and other small fish used as fish feed. We strive to catch as much as possible of the bait ourselves. Kali Tuna purchases most of the bait from third party vendors. Baja catches most of the bait itself with the balance being purchased from third parties. Raw materials may be subject to price fluctuations, as further explained in the Risk Factor beginning, “We may be adversely affected by fluctuations in raw material prices.”

Research and Development

Our subsidiary, Kali Tuna, conducts research and development in two specific areas: closed lifecycle bluefin tuna farming, known as the Propagation Program, and optimizing feed efficiencies by way of studying nutrition and feeding habits of fish.

Propagation Program

Through Kali Tuna, we have been conducting research and testing in the area of naturally spawning Bluefin tuna in captivity with the objective of closing the life cycle on a commercial scale utilizing existing and newly purchased low-cost infrastructure (i.e. farming Bluefin tuna that is born and raised in captivity). The Propagation Program is intended to produce self-sustaining quantities of Bluefin tuna juveniles ready for farm grow-out pending environmental factors and hatchery technologies.

The initial stage of the program involved the capture of young Bluefin tuna and keeping them in Kali Tuna’s cages until they reach sexual maturity (typically aged over three and a half years old), at which point they become known as “brood stock.” The spawned eggs from Kali Tuna’s specially nominated brood stock were collected and hatched over consecutive years. Eventually, we expect the Bluefin tuna hatched through this process to grow into sexually mature fish that will spawn to be come first generation fully closed life-cycle blue fin tuna. The program will accelerate as soon as we finalize customization of a hatching facility.

To that end, during the first half of 2011, Kali Tuna purchased a vessel for customization into the world’s first floating Bluefin tuna hatchery. Kali Tuna also contracted local dry dock and engineering service companies to paint and refurbish the vessel to ready it for hatchery customization. The floating hatchery facilitates the transport of the newly hatched fish to locales where the water temperatures are high enough for young fish transferred into sea cages located in that environment to survive. The hatchery is designed with a capacity to produce approximately 15,000 juveniles per hatching batch for ocean transfer. Multiple hatching runs may be possible should the brood stock spawn over a sufficient period to continue juvenile production.

Total funds spent to date on the procured vessel and refurbishment costs are approximately $0.4 million. Total project infrastructure cost, including hatchery equipment procurement and engineering customization, is estimated between $2.3 million to $2.7 million with an annual operational cost of approximately $0.3 million, excluding depreciation and financing costs. Hatchery customization work agreements are on hold until such time as we allocate funding expected to be available from sales proceeds.

We believe that the Propagation Program represents an important long-term research and development project that it is not expected to yield a commercially viable business opportunity during the first five years of the hatchery’s operation.

Major challenges to a successful completion of this research program include:

	·	the lack of high quality fertilized eggs during the spawning season;
	·	naturally high rate of mortality among juvenile fish exposed to varying water temperatures;
	·	fatal collisions that occur when juvenile tuna fins are underdeveloped which prevents them from maneuvering and causes them to crash into tank walls and ocean nets; and
	·	possible disease exposure among juveniles, although no diseases have been identified in any of our tuna farming locations.

In addition to closing the life cycle, increased spawning and hatching of our own propagated brood stock may reduce the need for catching fish in the wild. It may eventually result in a release of self-propagated live stock into the wild.

Fish Feeding Habits

Kali Tuna researches the feeding habits of the Bluefin tuna for the purpose of determining the optimal way of feeding the fish at its sites. Improving the Food Conversion Ratio or FCR, which represents the number of kilograms of feed needed to produce one kilogram of fish, facilitates achieving maximum feeding efficiencies and cost savings.

During the fiscal year ended June 30, 2011 we spent approximately $0.6 million on research and development projects. During the fiscal year ended June 30, 2010, our R&D expenditures were negligible.

Our Principal Competitive Strengths

We believe that we have the following competitive strengths:

We have the most seasoned operations in our geographic areas . Kali Tuna was the first commercial tuna farm in the Mediterranean and Adriatic areas. The farm was built by people who had previously been leaders in the tuna farming business in Port Lincoln, Australia. All farm operations were set up according to the high standards used in Australia. Most of the key crew members have been with Kali Tuna from inception. Baja was also founded by people who had previously been providers of feed and buyers in the tuna farming business in Australia. Many of the key crew members have been with Baja since its early years.

We have strong personal relationships within our target market . Following the acquisition of Kali Tuna by Atlantis Group in 2005, and our acquisition of Baja in 2010, both Kali Tuna and Baja were able to enhance their already considerable reputation in the Japanese fish market as a result of strong personal relationships between Atlantis executives and Japanese market leaders. Japanese business is generally built on personal trust, extensive knowledge regarding product quality assurance and a high level of expertise. Oli Steindorsson, our Chairman, CEO and President and a director of Atlantis, is fluent in Japanese and has spent extended periods of time residing in that country. This has allowed us to capitalize on his experience, together with the team at Atlantis’ Japanese subsidiary, and further solidify our position as a trusted source of high quality fish products.

We have a unique farming cycle . Following the catch of fish, they are transferred into cages where they are fed and nurtured for up to three and one-half years. As a result, our output is less impacted by quota reductions and each wild caught fish (between 10-120 kilograms) can be leveraged by a factor of up to 10 times given livestock gains over the period. Most of our competitors have shorter farming cycles (up to six months) or they practice “catch and kill”.

Full traceability. We also have full traceability on each of the tuna caught and the tuna feed, which means that every batch of tuna and feed brought in may be tracked from the area where it was caught, when it was caught, to the boat catching it and to any other intermediaries until its delivery to the farm sites.

We operate in unique farming environments . There are no predators, such as sea otters, sea lions or sharks, in Adriatic waters that might attack the fish in captivity. In the Pacific, where there are natural predators, we build the cages to keep the predators out. The waters where the farming sites are located are pristine with few cases of red or blue tide caused by the damaging build-up of algae. There is no industrial production nearby either area and there is exceptionally clean water in both places. With the islands surrounding the farm sites, they are sheltered naturally against most storms. In addition, the salt and oxygen levels and the water temperature offer a good combination of conditions for sustainable growth of our tuna.

We have an experienced and knowledgeable workforce and a very low employee turnover at each of the operations. Some of our employees have been working for us for more than 10 years. Kali Tuna employees have regularly been requested to assist in external operations worldwide as far as Australia and Mexico. All of the management in Croatia is fluent in English while a number of our key marketing people have multilingual skills that include Japanese. Most of the management in Mexico is fluent in English.

We have reached major breakthroughs in our research and development efforts to close the full circle farming process. If our success in spawning and hatching in captivity at Kali Tuna can be commercially implemented, we will become less dependent on wild catches of tuna for both subsidiaries.

We possess valuable government farming input quotas, permits and concessions at both locations. Kali Tuna has farming concession permits for up to 4,800 metric tons of holding capacity with an allowable input of 1,818 metric tons per annum granted by the government of Croatia. Baja has concessions in Mexico from the government of Mexico which are not based upon a total mass of tuna at any point in time, but instead on limits of the input of new fish. The concessions owned by Baja allow input of an additional 2,320 metric tons of new fish per annum.

Our Growth Strategies

International concerns have been mainly focused on over-catching and poaching of various tuna species, primarily concentrating on the Bluefin tuna’s stock situation in the Mediterranean Sea.

In response, ICCAT has been taking measures to regulate the catching of the Atlantic-Mediterranean territory covering the migration of Northern Bluefin tuna and looking at its “colleague organization”, the Commission for the Conservation of Southern Bluefin tuna or CCSBT, and its measures taken to promote the conservation of Southern Bluefin tuna in the southern hemisphere In addition, preliminary discussions are under way between governments concerning further measures to preserve the stock of the Pacific Bluefin.

We endorse the efforts of these organizations and believe that it is critical to create world-wide industry leadership that will regulate the fishing for all species. Otherwise, short-term profit considerations could result in a failure to act and conserve and lead to extinction of, among others, the Bluefin tuna, and thus the demise of our industry. We believe that we have an important role to play in the adoption of rules aimed at ensuring the long-term survival of the Bluefin tuna, creating a sustainability model that can be applied to other fish species as well. We further believe that we can be active in this area while generating profits for our shareholders, as reducing the supply of bluefin tuna will increase its price.

We believe that the following will be some of the critical elements in fulfilling our strategy to become the world leader in the Bluefin tuna trade:

Build up enough livestock to create carry-over inventories. Our objective has been to lengthen the farming cycle. This is expected to result in the greatest weight growth and an increase in the price paid per kilogram of fish by our buyers (the bigger the fish, the better the price per kilogram). In addition, it will mitigate the effects of short-term fluctuations in catching due to weather or other abnormal situations that may occur. Kali Tuna’s live stock inventories biomass increased from 1,315 metric tons at June 30, 2009 to 1,880 metric tons at June 30, 2011. Baja’s live stock inventories totaled 1,530 metric tons at June 30, 2011.

Strategic investments. We may seek to acquire stakes in tuna farming and fisheries with farming and/or fishing licenses in selected areas in countries with successful Bluefin Tuna farming history that will complement our existing operations. We have previously identified a number of potential targets but we have not yet entered into negotiations with any of them. We had preliminary discussions with certain potential acquisition targets, but those discussions have ceased. No acquisitions are probable for the foreseeable future. Any future acquisition will be subject to available financing, which could include cash on hand, the issuance of additional debt or equity, or alternative financing plans, such as refinancing or restructuring our debt, selling assets, or reducing or delaying capital investments.

Cooperate closely with regulators. Based on scientific advice, we intend to assist regulators in formulating regulatory proposals aimed at the conservation of the Bluefin tuna. We might also lobby for distribution of individual transferable quotas, or ITQs, and monitoring systems based on the experiences of leading countries in the seafood industry that have historically had to rely on sustainable usage of their fishery by strictly regulating and controlling the volume of catching.

Consolidating and upgrading of the fleet. We intend to reduce the existing catching capacity to fewer and more efficient vessels as the quota system develops. One of the important factors in sustainable fisheries management is to avoid overcapacity of fleet, which is caused by underdevelopment in regulatory environments. We believe that a key part of sustainable resource management is to ensure that the harvesting of resources is done in the most efficient and economic way while at the same time, maximizing the value and quality of each fish. However, progress in this area is dependent on available financing.

Increase our research and development. We intend to increase our efforts on closing the Northern Bluefin tuna cycle in cooperation with leading research institutes in this field as well as enhancing feeding techniques to continue our efforts to minimize the food conversion ratio (FCR) of tuna. We also intend to establish and fund a research center in Kali, Croatia to focus on these issues. However, progress in this area is dependent on available financing.

Upgrade and invest in feed procurement. We intend to achieve greater cost efficiency in feed procurement by focusing on our catching and logistic activities. We expect this to result in greater profitability, especially in light of our efforts to lengthen the farming cycle.

We expect that these factors will enhance sustainability and traceability of the final products that we are offering to the market. These actions will also help prevent a collapse in the natural fish stocks and ensure food security for one of the most popular sashimi grade products of the world.

We have historically leased vessels for our fishing operations in Mexico for a ten-week period during the fishing season of May through August and have been required to select the lease period well in advance of the fishing season. We believe we can significantly lower our overall feed costs by purchasing sardine-fishing vessels for our Mexican operations. We estimate that each sardine-fishing vessel acquisition would require approximately $0.8 to $1.4 million until the purchase is consummated and the vessel reaches its ultimate destination. At that point, we believe we would be able to mortgage the vessels or set up sale-leaseback arrangements and recover most of our initial cash outlay. Our current cash on hand and capital needs for the foreseeable future may not allow us to fund these acquisitions. Therefore, to fund these acquisitions, we may pursue joint ventures or debt or equity financing. Such funding may not be available on commercially reasonable terms or at all. Similarly, we may not be successful in mortgaging or entering into sale-leaseback arrangements with respect to any vessels we acquire on commercially reasonable terms or at all.

Sustainable Farming

The concept of sustainable development has been popularized by the 1987 World Commission on Environment and Development. It defined “sustainable development” as meeting the needs of the present generation, without compromising the needs of future generations. The idea of sustainability has caught up with aquaculture partly because of pressure from environmental groups. In 1998, the Holmenkollen Guidelines for Sustainable Aquaculture were formulated. These guidelines recommended, among other things, that new technologies and management procedures should be utilized so that the quality and quantity of aquaculture products is improved and the risk of adverse effects on the environment and on the livelihood of other people, including future generations, is reduced. The guidelines also recommended:

	(1)	strict compliance with internationally agreed food safety, environmental safety and ethical criteria if genetically modified organisms or hormones are utilized in the production, as well as;
	(2)	giving priority to the development of integrated fish farming and of sources for animal feed other than fish protein and fish lipid.

We fully endorse the idea of sustainable farming. Our scientists have achieved some encouraging results in the area of breeding tuna in captivity. Nevertheless, we believe that commercialization of this propagation program is still a number of years away. We are committed to continuing this research project with the ultimate goal of commercializing the full circle farming process. We have consistently worked closely with the local fisheries ministry in Croatia to formulate rules governing the industry and we are committed to working closely with the local fisheries for both operations.

Competition

In general, the aquaculture industry is intensely competitive and highly fragmented. We compete with various companies, many of which are producing products similar to ours. Some of our competitors may be – in certain parts of their business - more established and may have significantly greater financial, technical, marketing and other resources than we presently possess. Some of our competitors may have a larger customer base. These competitors may be able to respond more quickly to new or changing opportunities and customer requirements, and may be able to undertake more extensive promotional activities, offer more attractive terms to customers, and adopt more aggressive pricing policies.

Our competitors in the Adriatic and Mediterranean that produce Bluefin Tuna are Fuentes e Hijos (Spain), Aquadem (Turkey), Azzopardi (Malta), Sagun (Turkey) and Balfego (Spain). According to a report issued by ICCAT, Kali Tuna has the largest output in the area based on output licenses granted to individual companies.¹¹ As of March 30, 2011, we held approximately 72% of all Bluefin Tuna production licenses issued in Croatia, or 5,030 metric tons out of 6,980 issued in total. We are aware of competitors in the Mexican region that produce Bluefin Tuna, including Maricultura del Norte (Mexico). Baja Aqua Farms occupies 60 cages out of less than a total of 100 cages in the area of its operation.

Through our senior management and our largest shareholder, Atlantis Group, we maintain strong relationships with Japanese purchasers, which greatly enhances our ability to market and sell our products into the world’s largest market and maintain and expand our competitive position. We produce a premium, sashimi grade product “toro” tuna, which is a high fat content belly tuna commanding the highest prices at auctions in Tokyo. We will continue building on our reputation and personal relationships to ensure strong demand for our products in Japan.

With respect to potential new competitors, although there are no formal barriers to entry for engaging in similar aquaculture processing production and activities in Croatia and Mexico, we believe that it is difficult and costly to start an operation comparable in size to ours. The principal barriers to entry are the shortage of available sites for farms in the local Croatian waters and the reluctance of Mexican officials to grant new permits and concessions for farming in Mexico so as to discourage additional Bluefin fishing. As a result, concessions for such sites are difficult to obtain. In addition, our labor force is highly specialized and individuals with the requisite expertise who could manage this type of business are in short supply. Finally, to build a consistent farming cycle of two or three years, as we have already achieved, is highly capital intensive, time consuming and can only be done with high expertise, experience and research.

Regulation

Environmental Laws

We are subject to international quotas and to various national, provincial and local environmental protection laws and regulations, including certifications and inspections relating to the quality control of our production. During each of the years ended June 30, 2010 and June 30, 2011, we spent approximately $0.2 million on environmental law compliance, consisting primarily of various ICCAT and veterinary inspection fees, environmental monitoring fees and biological waste disposal costs.

Croatian Environmental Law and Compliance

Our Croatian operation is subject to laws and rules that regulate the location, design and operation of its farming sites. Under Croatia’s Environment Protection Act of 2007, we are required to apply for location permits which are issued by the respective authority for each farming location and in accordance with local ordinances. Applications must be accompanied by an environmental impact assessment that will identify, describe and evaluate in an appropriate manner the impact of the relevant project on the environment, by establishing the possible direct and indirect effects of the project on the soil, water, sea, air, forest, climate, human beings, flora and fauna, landscape, material assets, cultural heritage, taking into account their mutual interrelations. Concession contracts (discussed below) relating to each site are entered into based on the relevant location permits.

We are also subject to ongoing environmental monitoring requirements in Croatia, including testing the quality of the water and performing emission measurements for all our installations. We are required to conduct monitoring of our impact on the environment from two to four times per year at all our Croatian sites, which monitoring is conducted by an independent company. The monitoring includes sea water analyses performed by the Institute for Public Health in Zadar pursuant to rules established by the respective location permits. We also voluntarily monitor sea water daily.

¹¹ The report may be viewed at

http://iccat.org/en/ffbres.aspcajaFlag=checkbox&cajaFFBName=checkbox&cajaOwna=checkbox&cajaOwad=
checkbox&cajaReg=checkbox&cajaOpna=checkbox&cajaOpad=checkbox&selectOrder=1&selectOrder2=6&selectInterval=-1&Submit=Search

Each of our farming locations in Croatia is provided with a location permit approved by the Croatian Ministry of Environmental Protection. We believe that we are in material compliance with applicable Croatian environmental laws and regulations.

Mexican Environmental Law and Compliance

The Mexican General Act for Ecologic Balance and the Protection of the Environment of 1988, or the “General Act”, was influenced by U.S. environmental laws such as the Environmental Impact Act, the Clean Water Act, the Clean Air Act and the National Environmental Policy Act. The General Act provides for specific criminal and administrative sanctions assessable upon a failure to comply with regulations regarding hazardous materials and also serves as the main legal framework of the federal environmental agency in charge of issuing the technological standards for federal, state and local authorities to determine environmental non-compliance.

The General Act for Sustainable Fishing and Aquaculture (Ley de Pesca, 2007) and its Regulations (Reglamento de la Ley de Pesca) constitute the main legal framework governing the conservation, preservation, exploitation and management of all aquatic flora and fauna in Mexico. There are also certain secondary statutes, such as Official Mexican Standards, or “NOMs.” NOMs applicable to our business are mainly related to water waste and sanitary rules applicable to our product.

The Ministry of Agriculture, Livestock, Rural Development, Fisheries and Food, or “SAGARPA.” and the National Commission of Aquaculture and Fisheries, or “CONAPESCA,” are the authorities in Mexico responsible for the management, coordination and development of policies regarding the sustainable use and exploitation of fisheries and aquatic resources.

Our aquaculture activities are developed in federal water bodies under a concession title issued by CONAPESCA. In accordance with the General Act, the protection of aquatic ecosystems and their ecological balance must be taken into account when granting concession titles for aquaculture activities. In this same regard, as described herein, the application for a concession title must be accompanied with an environmental impact assessment. Authorization by the Ministry of Environment and Natural Resources, or “SEMARNAT,” is required if the intended activities may cause ecological imbalances or otherwise may surpass the limits and conditions set forth in the applicable regulations that protect the environment and the preservation and restoring of the ecosystems. To initiate our activities, an application was filed before

SEMARNAT. SEMARNAT resolved that our activities cause no imbalances and are within the limits and conditions set forth in the applicable regulations that protect the environment and the preservation and restoration of the ecosystems.

Under Mexican law, generators of waste are categorized in accordance with the volume of waste they generate, as follows: (i) micro-generators (up to 400 kilograms per year); (ii) small-generators (from 400 kilograms to 10 tons per year), and (iii) large-generators (more than 10 tons per year). Our activities produce a volume of waste that categorizes us as micro-generators.

Our activities in Mexico produce hazardous and non-hazardous waste. Hazardous waste includes industrial waste with corrosive, reactive, explosive, toxic, flammable or biological-infectious characteristics. Although all residues may entail environmental obligations for generators, hazardous residues are subject to compliance with the stringiest rules. In our case, our business generates waste oils. Therefore, among our obligations in respect of hazardous waste are: (i) obtaining a registration before SEMARNAT of our management program for hazardous waste, and (ii) maintaining a record for our disposals (through official forms). There is no obligation to report this information.

In respect of the non-hazardous waste generated by our activities (mainly animal organic waste), we are subject to the provisions of the Environmental Protection Act of Baja California, or the “Environmental Provincial Act.” This statute provides for the management of special waste and the generators’ responsibility to handle, transport and dispose of solid waste, unless that waste is transferred to the competent authority or to an authorized private company. Liability ceases upon deposit of the waste in authorized containers or at sites approved by the competent authority. In addition, the Environmental Provincial Act establishes that generators of special waste must maintain a Waste Management Program that specifies the form in which special waste is selected, gathered, transported and recycled after treatment or their final disposal in controlled terms. All non-hazardous waste must be handled by authorized companies registered as non-hazardous waste generators. It is mandatory to file annual reports to the relevant authority.

As mentioned above, we are also subject to the National Waters Act and the General Act for Sustainable Fishing and Aquaculture in Mexico, which, among other things, governs the grant of concessions for commercial fisheries. Concession holders have, among others, the following environmental obligations:

assist in the preservation of the environment and the conservation and reproduction of species, including repopulation programs;

comply with the NOMs and measures of aquatic health; and

maintain in good condition land-based establishments and permanent or temporary cultivation equipment in water bodies.

We are also required to monitor our activities on all our farming sites for ongoing compliance and we are subject to periodic inspections. Our environmental monitoring requirements in Mexico include testing the quality of the water for harm caused by normal daily feeding activities (including the water’s oxygen level, temperature and visibility), performing bi-weekly nutrient analysis of the water column, and performing sediment testing at each site twice per year to measure any impact on the local marine environment.

We have obtained permits for each farming location in Mexico and believe that we are in material compliance with applicable environmental laws and regulations.

Fishing Quotas

Internationally, ICCAT regulates Atlantic Bluefin Tuna quotas that are allocated to and enforced by individual countries, including Croatia. ICCAT quotas for individual countries can vary each year depending on the status of tuna stock worldwide. The Croatian Fishing Ministry allocates the ICCAT-mandated quota for Croatia annually on a boat-by-boat basis. Each boat permitted to engage in fishing activities each year by the Croatian Fishing Ministry is allocated a percentage of the total annual ICCAT fishing quota for that calendar year by the Croatian Fishing Ministry. For calendar year 2011, ICCAT allocated a quota of 367 metric tons to Croatia, of which we secured 36%, or 133 metric tons.

Fishing quotas in Croatia can be transferred, leased, or assigned to other boat operators. We regularly lease quota from other boat operators. The Croatian Fishing Ministry also limits the number of boats that can fish for Bluefin Tuna in any given fishing season. In calendar year 2011, of the 39 boats allocated fishing quotas by ICCAT, only twelve were permitted by the Croatian Fishing Ministry to engage in fishing activities. We had the right to receive the fish caught by four of those boats. In 2013, the number of boats will be decreased to seven. The number of boats allowed in subsequent years has not yet been determined.

ICCAT divides the boat allocations into three categories—boats up to 24 meters, boats from 24 meters to 40 meters and boats over 40 meters. ICCAT determines which boats to allow to fish by reviewing the fish quota allocations for all the boats over the past several years. The boats with the highest quotas (either quotas expressly granted to the boat or assigned to the boat by another operator) are granted fishing permits.

If any boat violates a provision of the ICCAT regulations, its fishing license is revoked and it is prohibited from any further fishing.

Farming Concessions

We operate our farming sites under concession permits granted by the applicable national authorities of Croatia and Mexico.

In Croatia, we operated five farming sites with an aggregate input quota of 1,818 metric tons of new Bluefin Tuna per annum as of June 30, 2011. Following is a detailed breakdown of our farming sites and the terms of our concessions in Croatia as of June 30, 2011, which are based both on new fish allowed to enter farms annually and total farm fish holding capacity:

Site	Annual New Fish Input Quota (in metric tons) (1)			Maximum Farming Capacity (in metric tons)		Surface (in m2)		Expiration Date	Renewal Process
Mrdjina		674			1,240		160,000	February 28, 2026	Restricted public bid
Fulija-Kudica		(2	)		500		120,000	December 23, 2018	Restricted public bid
Zverinac		314			1,500		140,000	December 14, 2026	Restricted public bid
Kluda		830			1,000		157,000	October 31, 2016	Restricted public bid
Ispred Morotove Glave		—			560		40,000	April 30, 2012	Restricted public bid

Total:		1,818			4,800		617,500

_________________________________________________

(1)

Each input quota is based on historical records of the respective farm location. We believe the quotas can be re-allocated to other existing farms (to the extent it would not exceed the farm’s maximum farming capacity) or to any new farming site, although any change to the terms of the permit (including the farming quotas) are subject to approval.

(2)

Fulija’s annual new fish input quota is combined with Mrdjina.

All concession permits are awarded until the indicated expiration dates. Concession permits can be revoked due to a violation or breach of the respective concession permit, including failure to pay the concession fees or misuse, such as using the farming sites in contravention of the purpose set out in the permit, failing to comply with environment protection regulations and damaging the area surrounding farming sites. Prior to the revocation of the respective permit due to the violation and breach of the permit terms, the competent state authority gives the permit holder a chance to cure the non-compliance. Upon expiration, each of these concessions will be open for public bid if the competent local authority determines it is appropriate to subject the concession to a public bidding process. Concession permits may be terminated prior to the expiration of the term, even without any breach or violation, if the Croatian Parliament determines it is in the public interest to terminate the concession permit. Upon such termination, the concession user is entitled to recover damages.

In Mexico, we operated four sites, which are allowed an aggregate input of 2,320 additional metric tons of Bluefin Tuna per annum as of June 30, 2011. Following is a detailed breakdown of our farming sites and the terms of our concessions in Mexico as of June 30, 2011:

Site

Farm (in metric tons)(1)

Maximum
Number of Cages

Expiration Date

Renewal Process

Isla Coronado

720

November 23, 2020

Auto-renewal by the Mexico
Department of Fisheries

Bahia Salsipuedes 1

400

May 2, 2012

Auto-renewal by the Mexico
Department of Fisheries

Isla de Cedros

800

October 10, 2014

Auto-renewal by the Mexico
Department of Fisheries

Bahia Salsipuedes

400

October 10, 2015

Auto-renewal by the Mexico
Department of Fisheries

Total:

2,320

(1) Based on maximum input per annum.

All concession permits are awarded until the indicated expiration dates, but can be suspended or revoked by the authorities citing the public interest. All four of these concessions may be extended with CONAPESCA’s approval. For such purposes, an application requesting the extension of the concession period must be filed with CONAPESCA at least 30 days in advance of expiration; where applicable, the environmental impact authorizations must be in full force and effect. A concession title may be extended for an equivalent period, and the extension is subject to (i) assessment of compliance with all the obligations established in the concession title; (ii) the opinion of the National Institute of Fishing, or “INAPESCA”, and (iii) compliance with the Programs of Aquaculture Management. Like in Croatia, we monitor various indicators of sea water quality in our Mexico operations daily or monthly, as applicable.

In addition, Croatian and Mexican governmental agencies require commercial fishing vessels to be licensed. Individual operators of the vessels are also subject to permit requirements. In Mexico, in connection with applicable regulations, these permits are issued by CONAPESCA. The permits require us to inform the competent authorities of the volume and location of the catch and report all the activities in the vessel through a log book.

We believe that our Croatian and Mexican operations are currently in compliance with all material aspects of these quota and licensing requirements.

Staff

As of June 30, 2011, we directly, through contract with an independent labor contractor or indirectly, through one of our variable interest entities, employed 523 persons globally, including 28 part-time employees. Of these, Umami employed 11 individuals, including executive and finance personnel. Kali Tuna had 97 employees (including 27 part-time employees), Oceanic had 8 employees, including executive, finance and administrative personnel and MB Lubin had 47 employees (including one part-time employee). Baja had 360 full-time staff most of whom were employed pursuant to an agreement with Servicios Administrativos BAF, an independent labor contractor, including 19 administrative staff members, 200 farm workers, 121 fishermen and 20 employees active in other operations. Seasonal changes occur as a result of additional hires required during the fishing season. None of our staff is represented by a labor union, and Kali Tuna, Oceanic and Baja consider their staff relations to be excellent.

Reports to Securityholders

We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. You may read and copy these materials at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other companies that file materials with the SEC electronically.

Item 1A. RISK FACTORS

An investor should carefully consider the risks described below, as well as other information contained in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission. Additional risk not presently known to us or that we currently deem immaterial may also adversely affect our business. If any of these events or circumstances occurs, our business, financial condition, results of operations or prospects could be materially harmed. In that case, the value of our securities could decline and an investor could lose part or all of his or her investment.

RISKS RELATED TO OUR BUSINESS

We will need additional financing in order to execute our business plan.

Sales of tuna typically occur during the winter when the sea temperature is lowest to maximize the quality and value of the product (October to March). There are generally no sales generated during the rest of the year. Accordingly, we need to finance our operations with available capital during the non-selling months. We believe we will have sufficient capital to maintain and grow our remaining biomass through the 2012-2013 harvest season which will take us through the next twelve months.

However, we will need to obtain additional capital in order to expand our operations, purchase additional biomass and to catch significant quantities of Bluefin tuna. We plan to pursue sources of additional capital by issuing securities through various financing transactions or arrangements, including joint ventures of projects, debt financing, equity financing or other means. We may also consider advance sales and/or outright sales of tuna to customers. There can be no assurance that any additional financing will be available when needed on commercially reasonable terms or at all. The inability to obtain additional capital may reduce our ability to continue to conduct business operations as currently contemplated. Any additional equity financing may involve substantial dilution to our then existing stockholders.

Ongoing liquidity issues may hamper our ability to operate our business.

Our business is highly seasonal. Our harvesting season extends primarily from October to March when the waters are coldest resulting in the firmest and highest quality meat. During this period we generate substantially all of our annual revenues. For the remainder of the year we have been reliant primarily on short-term bridge loans as a source of cash to fund our operations. In the past, we have been able to secure short-term loans to cover temporary cash needs. If for any reason we are unsuccessful in securing these types of financing arrangements and we are unable to find alternative sources of liquidity, we may be required to curtail our operations.

Regulation of our industry may have an adverse impact on our business.

For years, the international community has been aware of and concerned with the worldwide problem of depletion of natural fish stocks. In the past, these concerns have resulted in the imposition of quotas that subject individual countries to strict limitations on the amount of fish they are allowed to catch. Environmental groups have been lobbying to have additional limitations on fishing imposed and have even made suggestions that would limit the activities of fish farms. If international organizations or national governments were to impose additional limitations on fishing and fish farm operations, this could have a negative impact on our results of operations.

Concerns about the state of the Bluefin tuna population may lead some customers to look for alternatives.

In the Mediterranean Sea and the Pacific Ocean, large quantities of Bluefin tuna are caught for on-growing in fish cages. Statistics for culturing are even less accurate than official catch statistics. Experts estimated the total Atlantic Bluefin aquaculture production during 2006 between 20,000 and 30,000 metric tons and the Mexican Pacific Bluefin aquaculture production during 2006 between 3,000 and 5,000 metric tons.

Responding to fears of a collapse of Bluefin tuna stock in the Mediterranean and the Pacific Ocean, a number of tuna buyers have occasionally threatened boycotts unless drastic measures are taken to protect the tuna stock. In addition, some restaurants in Europe and the United States have stopped buying Mediterranean and Pacific Bluefin tuna and replaced the Bluefin with other tuna species, such as yellowfin, albacore and bigeye. If these boycotts become more widespread, they may have a negative impact on our results of operations.

The growth of our business depends on our ability to secure fishing licenses directly or through third parties and concessions for our farm locations.

Fish farming is a highly regulated industry. Our operations require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities. For example, commercial fishing operations are subject to government license requirements that permit them to make their catch. In addition, our offshore farms that harbor the cages containing our tuna livestock are constructed pursuant to concessions granted by the local governments that have jurisdiction over the waters where our farms are located. Our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to changes in regulations and policies and to the discretion of the applicable governments, among other factors. Our inability to obtain, or a loss or denial of extensions, to any of these licenses or permits could hamper our ability to produce revenues from our operations.

We are dependent on an affiliate and third parties for our fishing and towing operations.

A large portion of our Kali Tuna fishing and towing operations is conducted by MB Lubin, an affiliated entity that is majority owned by Dino Vidov, Kali Tuna’s General Manager. MB Lubin owns a fleet of seven fishing vessels that catch fish, typically in the Adriatic, store them in cages and tow those cages back to our farming locations where they are transferred into permanent holding pens. Kali Tuna does not have its own fishing vessels and, moreover, does not possess the requisite licenses to catch its own fish. If for any reason, MB Lubin became unable or unwilling to continue to provide its services to Kali Tuna, this would likely lead to a temporary interruption in the supply of fish at least until Kali Tuna found another entity that could provide these services for it. Failure to find a replacement for MB Lubin, even on a temporary basis, may have an adverse effect on our results of operations.

Similarly, our Baja fishing operations are currently conducted through third party leases of boats that have fishing licenses for Bluefin tuna and are capable of catching the fish live. If for any reason we are unable to obtain such leases along with the rights to acquire the Bluefin tuna in a given year we would likely have a temporary interruption in the supply of fish coming into the farm. Failure to find a replacement for MB Lubin in the case of Kali Tuna, or lease or acquire boats with the requisite ability and licenses in the case of Baja, even on a temporary basis, may have an adverse effect on our results of operations.

Almost all our products are sold to only a few customers.

Kali Tuna and Baja have derived, and over the near term expect to continue to derive, all of their sales from a small number of customers. Almost all of their products are sold to only a few trading houses for further sale into the Japanese market. The loss of any of these customers or non-payment of outstanding amounts due to Kali Tuna or Baja by any of them could materially and adversely affect our business in terms of results of operations, financial position and liquidity.

It may be difficult to effect service of process and enforcement of legal judgments upon our company, our officers and directors because all of our executive officers and several of our directors reside and substantially all of our assets are located outside the United States.

All of our executive officers and three of our directors, Oli Valur Steindorsson, James White and Mike Gault, reside outside the United States. As a result, effecting service of process on our executive officers and directors may be difficult within the United States. Also, substantially all of our assets are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States.

Because we derive all of our revenue from our Bluefin Tuna inventory and carry a substantial book value for our fish inventory, deterioration in inventory value and levels, which may be due to various factors over which we exercise limited or no control, could materially impact our business, results of operations, financial condition and liquidity.

We derive all of our revenue from Bluefin Tuna sales and carry a significant portion of our assets in fish inventory. For the year ended June 30, 2011, we generated net revenue of $57.0 million from inventory sales. As of June 30, 2011, our fish inventory accounted for $53.0 million, or %58 of our total assets. Because of our reliance on a single inventory item for all of our revenue, we are highly susceptible to changes to Bluefin Tuna market prices and dependent on Bluefin Tuna sales as a source of liquidity. Bluefin Tuna market prices can be materially affected by foreign exchange rate changes, changes in consumer discretionary spending, macro-economic conditions, particularly in Japan, evolving consumer preferences, consumer perceptions about possible health risks related to sushi and sashimi in general, and Bluefin Tuna sushi or sashimi in particular, consumer perceptions about Bluefin Tuna fishing, changing conditions in Bluefin Tuna fisheries, customer consolidation and price seasonality.

We are also subject to significant changes in inventory value due to factors related to inventory losses. In particular, mortality occurring during the farming process and inclement weather can have a significant impact on inventory levels. For example, in fiscal 2011, we suffered storm losses totaling approximately $2.9 million book value, and in January 2010, Baja suffered storm losses totaling approximately $3.3 million book value. Finally, while we have not had historical problems with infectious disease or water quality, each of these has the potential to have a material negative effect on our inventory.

Market price and inventory changes caused by factors over which we have limited or no control can also materially and adversely affect our liquidity. A significant reduction in our inventory value could impair or prevent us from obtaining financing and executing our growth strategies, and could materially and adversely affect our financial condition and results of operations. Such reduction in inventory could also result in a default under our credit agreements and make any outstanding amounts immediately due and payable.

Our business is capital intensive and we may require additional financing in order to execute our business plan.

Commercial fishing operations and the establishment of commercial aquaculture operations are both capital intensive. In order to expand our operations and our fishing fleet and to catch sufficient quantities of Bluefin Tuna or purchase additional biomass to replace harvested or lost inventory, we may need to raise additional capital. We may pursue sources of additional capital by issuing securities through various financing transactions or arrangements, including joint ventures of projects, debt financing, equity financing or other means. In the past, we have addressed liquidity needs by issuing short- and long-term debt, sometimes with warrants to purchase shares of our common stock. We may also consider advance sales and/or outright sales of tuna to customers prior to the time at which the tuna has reached optimal biomass, which could reduce our future revenue. For example, in fiscal 2011, we began harvesting Bluefin Tuna on July 31. There can be no assurance that any additional financing will be available when needed on commercially reasonable terms, or at all. The inability to obtain additional capital may reduce our ability to continue to conduct business operations as currently contemplated. Any additional equity financing may involve substantial dilution to our then-existing stockholders.

In addition, sales of Bluefin Tuna typically occur during the winter (November through February) when the sea temperature is lowest to maximize the quality and value of the product. There are generally no sales generated during the rest of the year. Accordingly, we need to finance our operations with available capital during the nonselling months.

We may be adversely affected by fluctuations in raw material prices and selling prices of our products.

The products and raw materials we use may experience price volatility caused by events such as market fluctuations, weather conditions or changes in governmental programs. Raw materials consist primarily of bait, including sardines, anchovies, mackerel and other small fish. The market price of these raw materials may also experience significant upward adjustment, if, for instance, there is a material under-supply or over-demand in the market. These price changes may ultimately result in increases in the selling prices of our products, and may, in turn, adversely affect our sales volume, revenue and operating profit.

We may not be able to effectively manage our growth, which may harm our profitability.

Our strategy envisions expanding our business. If we fail to effectively manage our growth, our financial results could be adversely affected. Growth may place a strain on our management systems and resources. We must continue to refine and expand our business development capabilities, our systems and processes and our access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. We cannot assure you that we will be able to:

	●	meet our capital needs;
	●	expand our systems effectively or efficiently, or in a timely manner;
	●	allocate our human resources optimally;
	●	identify and hire qualified employees or retain valued employees; or
	●	incorporate effectively the components of any business that we may acquire in our effort to achieve growth.

If we are unable to manage our growth, our operations and our financial results could be adversely affected by inefficiency, which could diminish our profitability.

Loss of Oli Steindorsson, our Chairman, could impair our ability to operate.

If we lose Oli Steindorsson, our Chairman, our business could suffer. He has extensive contacts in Japan where most of our revenues are generated and is fluent in Japanese. We have entered into an employment agreement with Mr. Steindorsson. The loss of Mr. Steindorsson could have some effect on our operations. If we were to lose our Chairman, we may experience temporary difficulties in competing effectively, developing our technology and implementing our business strategies. We do not have key man life insurance in place for any of our key personnel.

Our business may suffer if we do not attract and retain talented personnel.

Our success will depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of our management and other personnel in conducting the business of the Company. We have a small management team, and the loss of a key individual or inability to attract suitably qualified staff could materially adversely impact our business.

Our success depends on the ability of our management and employees to interpret market and aqua-biological data correctly and to interpret and respond to economic, market and other conditions in order to locate and adopt appropriate investment opportunities, monitor such investments, and ultimately, if required, to successfully divest such investments. Further, no assurance can be given that our key personnel will continue their association or employment with us or that replacement personnel with comparable skills can be found. We have sought to and will continue to ensure that management and any key employees are appropriately compensated; however, their services cannot be guaranteed. If we are unable to attract and retain key personnel, our business may be adversely affected.

Our management team has limited experience in public company matters in the United States, which could impair our ability to comply with legal and regulatory requirements.

Our management team has only limited public company management experience or responsibilities in the United States, which could impair our ability to comply with legal and regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable federal securities laws including filing required reports and other information required on a timely basis. There can be no assurance that our management will be able to implement and effect programs and policies in an effective and timely manner that adequately respond to increased legal, regulatory compliance and reporting requirements imposed by such laws and regulations. Our failure to comply with such laws and regulations could lead to the imposition of fines and penalties and further result in the deterioration of our business.

Ineffective disclosure controls and procedures and internal control over financial reporting may result in material misstatements of our financial statements.

In this annual report on Form 10-K for the year ended June 30, 2011, we have disclosed that our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures and internal control over financial reporting were not effective. This conclusion was based on their assessment that there were control deficiencies that constituted material weaknesses, such as:

	●	Limited number of personnel with US GAAP and complex technical accounting expertise which in turn prevented the financial statement close process from operating effectively;
	●	insufficient policies and procedures for accounting and financial reporting with respect to the requirements and application of both generally accepted accounting principles in the United States and guidelines of the Securities and Exchange Commission; and
	●	inadequate security and restricted access to computers, including insufficient disaster recovery plans.

These control deficiencies, if un-remedied, may result in the future, in a reasonable possibility that a material misstatement of the annual or interim financial statements could not have been, or may not be, prevented or detected on a timely basis.

Penalties we may incur could impair our business.

Failure to comply with government regulations could subject us to civil and criminal penalties, could require us to forfeit property rights, and may affect the value of our assets. We may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could require us to make substantial capital expenditures. We could also be required to indemnify our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by our obligation to provide such indemnification to our employees.

Our insurance coverage may be inadequate to cover liabilities we may incur or to fully replace a significant loss of assets.

Our involvement in the fish farming industry may result in liability for pollution, property damage, personal injury or other hazards. Also, we are subject to loss or mortality of our tuna inventories. Although we believe we have obtained insurance in accordance with industry standards to address such risks, such insurance has limitations on liability and/or deductible amounts that may not be sufficient to cover the full extent of such liabilities or losses. In addition, such risks may not, in all circumstances, be insurable or, in certain circumstances, we may choose not to obtain insurance to protect against specific risks due to the high premiums associated with such insurance or for other reasons. The payment of such uninsured liabilities or incurring uncovered losses of our tuna inventories would reduce the funds available to us. If we suffer a significant event or occurrence that is not fully insured, or if the insurer of such event is not solvent, we could be required to divert funds from capital investment or other uses towards covering our liability or loss for such events.

Some consumers may refrain from purchasing tuna because it has been found to contain mercury.

Research has shown that tuna contains relatively high levels of mercury, a toxic substance. Studies have suggested that mercury may cause health problems, including an increased risk of cardiovascular disease and neurological symptoms.

The high mercury concentration in tuna relative to other fish species is due to its large size and resulting high position in the food chain and the subsequent accumulation of heavy metals from its diet. As awareness of the real or perceived risks associated with the consumption of a fish that contains this substance spreads, increasing numbers of people may refrain from consuming tuna. If this were to occur, it would have an adverse impact on our business.

Baja Aqua Farms is located in an area that is subject to severe storms and local predators that may damage our inventory thereby inhibiting our ability to obtain financings.

A large portion of our cash needs are met by short-term loans that are secured by live fish inventory. Our subsidiary, Baja Aqua Farms, located in Baja, Mexico, maintains its farming operations off the Pacific coast. This area is frequently visited by severe storms. These storms can cause (as they have in the past) serious damage to the cages. As a result, the Bluefin population may escape from the cages. The fish may also be targeted by local predators such as seals, sea lions and sharks. We maintain only limited insurance covering these losses. If these events occur with greater frequency, we may incur significant losses resulting in a negative impact on our results of operations. In addition, loss of value of our live inventory may prevent us from obtaining secured short-term loans which would hamper our ability to operate our business.

Potential conflicts of interest with our majority shareholder may result in actions that are adverse to our interests and those of our shareholders.

Atlantis Group hf, an Icelandic corporation, is a major supplier of fresh and frozen premium sustainable fish and seafood in Australia and Europe. It is the beneficial owner of more than 50% of our issued and outstanding shares. In addition, Oli Valur Steindorsson, our Chairman, President and Chief Executive Officer, and Mike Gault, one of our directors, are shareholders and executive officers of Atlantis. As a result, Atlantis exercises absolute control over the affairs of the Company. Although we have created internal mechanisms for the resolution of potential conflicts of interest, there can be no assurance that in the future, Atlantis and the afore-mentioned individuals will necessarily act in our best interest.

Fluctuations in Foreign Exchange Rates Could Have an Adverse Effect on the Company’s Results of Operations.

The Company’s operations are conducted in foreign currencies. For example, most of the sales are paid for in Japanese Yen while most of the expenses are paid for in Croatian Kunas, Euros and Mexican Pesos. The value of these currencies fluctuates relative to the U.S. Dollar. As a result, the Company is exposed to exchange rate fluctuations, which could have an adverse effect on its results of operations in a given period.

RISKS RELATED TO OUR COMMON STOCK

There has been a limited trading market for our common stock and no market for our warrants.

It is anticipated that there will be a limited trading market for our common stock on the Over-the-Counter Bulletin Board. The lack of an active market may impair investor’s ability to sell his or her shares at the time he or she wishes to sell them or at a price that he or she considers reasonable. The lack of an active market may also reduce the fair market value of invesor’s shares. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies or technologies by using common stock as consideration.

You may have difficulty trading and obtaining quotations for our common stock.

The common stock may not be actively traded, and the bid and ask prices for our common stock on the Over-the-Counter Bulletin Board may fluctuate widely. As a result, investors may find it difficult to dispose of, or to obtain accurate quotations of the price of, our securities. This severely limits the liquidity of the common stock, and would likely reduce the market price of our common stock and hamper our ability to raise additional capital.

Because we missed the filing deadlines for our Annual Report on Form 10-K for the fiscal year ended June 30, 2011 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2011 and September 30, 2011, our stock may be removed from the OTC Bulletin Board, resulting in greater difficulties to trade our stock.

Our common stock is included for quotation on the OTC Bulletin Board. Under the rules of FINRA, the self-regulatory organization that governs the OTC Bulletin Board, if an issuer fails to file a complete required annual or quarterly reports by the due dates for such reports three times in a prior two-year period, its securities may be removed from the OTC Bulletin Board. We failed to timely file our Quarterly Report on Form 10-Q for the quarters ended March 31, 2011 and September 30, 2011 and our Annual Report on Form 10-K for the fiscal year ended June 30, 2011 during a two-year measurement period. Therefore, our common stock may be removed from the OTC Bulletin Board. Such removal could significantly affect the market price and liquidity of our common stock and/or hamper our ability to raise additional capital.

The market price of our common stock may be, and is likely to continue to be, highly volatile and subject to wide fluctuations.

The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

	●	dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future acquisitions or capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;
	●	announcements of new acquisitions or other business initiatives by our competitors;
	●	our ability to take advantage of new acquisitions or other business initiatives;
	●	quarterly variations in our revenues and operating expenses;
	●	changes in the valuation of similarly situated companies, both in our industry and in other industries;
	●	changes in analysts’ estimates affecting our company, our competitors and/or our industry;
	●	changes in the accounting methods used in or otherwise affecting our industry;
	●	additions and departures of key personnel;
	●	announcements by relevant governments pertaining to additional quota restrictions; and
	●	fluctuations in interest rates and the availability of capital in the capital markets.

Many of these and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and/or our results of operations and financial condition.

Our operating results may fluctuate significantly, and these fluctuations may cause our stock price to decline.

Our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, expenses that we incur, prices of feed used in our business, the price that customers are willing and able to pay for our products and other factors. If our results of operations do not meet the expectations of current or potential investors, the price of our common stock may decline.

We may not pay dividends in the near future.

We may not declare dividends for the near future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors would not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in our Common Stock.

Directors and officers of the Company have a high concentration of common stock ownership.

Based on the 59,512,066 shares of common stock that are outstanding (excluding shares underlying Warrants) as of September 30, 2011, our executive officers and directors beneficially own approximately 61% of our outstanding common stock. Such a high level of ownership by such persons may have a significant effect in delaying, deferring or preventing any potential change in control of the Company. Additionally, as a result of their high level of ownership, our officers and directors might be able to strongly influence the actions of our board of directors and the outcome of actions brought to our shareholders for approval. Such a high level of ownership may adversely affect the voting and other rights of our shareholders.

Applicable SEC rules governing the trading of “penny stocks” limit the trading and liquidity of our common stock, which may affect the trading price of our common stock.

Our common stock may be considered a “penny stock” and be subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded and regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty investors may experience in attempting to liquidate such securities.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been included for quotation on the OTC Bulletin Board under the stock symbol “UMAM” since August 20, 2010. Prior thereto, it was included for quotation on the OTC Bulletin Board traded under the symbol “LNLT”.

The following table shows the reported high and low closing bid quotations per share for our common stock based on information provided by the OTC Bulletin Board for the periods indicated. No quotes were available for prior periods. Over-the-counter market quotations reflect inter-dealer prices, without markup, markdown or commissions. Particularly since our common stock is traded infrequently they may not necessarily represent actual transactions or a liquid trading market.

Year Ended June 30, 2010	HIGH		LOW
Third Quarter	$	0.08	$	0.06
Fourth Quarter	$	1.30	$	0.08

Year Ended June 30, 2011	HIGH		LOW
First Quarter	$	4.25	$	1.53
Second Quarter	$	4.25	$	1.78
Third Quarter	$	3.29	$	1.60
Fourth Quarter	$	3.25	$	2.70

On September 30, 2011, the closing price for our common stock on the OTC Bulletin Board was $2.10 per share.

Number of Stockholders

As of September 30, 2011, there were approximately 113 holders of record of our common stock.

Dividends

Neither we, nor our subsidiaries, have declared any dividends during either of the two most recent fiscal years.

Sales of Unregistered Securities

From June 30, 2010 through August 20, 2010, we issued 8,720,000 units to various third party investors and three related party investors, Aurora Investment Ltd., Aur Capital Inc. and Jones Gable & Company. Each unit consisted of one share and warrant to purchase 0.2 share of our common stock at an exercise price of $2.00 per whole share. These warrants were five-year warrants with respect to 1,460,000 shares and three-year warrants with respect to 284,000 shares. The purchase price per unit was $1.00. We received gross proceeds totaling $8,720,000. In connection with the offering, we paid $122,200 and issued 575,400 shares of common stock and three-year warrants to purchase 872,000 shares of our common stock at an exercise price of $2.00 per share as fees to two placement agents.

On June 30, 2010, we issued a three-year warrant to purchase 1,000,000 shares of our common stock at an exercise price of $1.00 per share. The warrant was issued to an agent in connection with a loan transaction and was exchanged for a warrant to purchase shares of common stock of Kali Tuna previously issued by Atlantis.

On October 7, 2010, we issued a five-year warrant to purchase 2,981,000 shares of our common stock at an exercise price of $1.50 per share for 1,000,000 shares and an exercise price of $1.00 per share for the balance of the shares. The warrant was issued to the lender in a loan transaction that generated gross proceeds to us of $5.0 million. In connection with the debt issuance, we also issued warrants to purchase 98,100 shares of our common stock to a placement agent. These warrants were exercisable at $1.10 per share with respect to 198,100 of the shares and $1.80 per share for the balance. The warrants were replaced in October 2011 with new warrants in connection with the settlement of a dispute.

On October 20, 2010, we issued 1,000,000 units to a single accredited investor, with each unit consisting of one share of common stock and a

five-year warrant to purchase one share of our common stock at an exercise price of $1.80 per share. Each unit was issued for $1.50, resulting in gross proceeds of $1.5 million. We paid $0.2 million in costs related to the offering and issued warrants to purchase 100,000 shares of our common stock at an exercise price of $1.65 per share as fees to a placement agent. The warrants were replaced in October 2011 with new warrants in connection with the settlement of a dispute.

Between October 28, 2010 and November 18, 2010, we consummated the sale of 1,666,666 shares of our common stock and five-year warrants to purchase 1,666,666 shares of our common stock at an exercise price of $1.80 per share to various third party investors. We received gross proceeds of $2.5 million in the transaction. In connection with the issuances, we paid placement agents an aggregate of $425,000 and issued such placement agents warrants to purchase an aggregate of 283,333 shares of the our common stock on the same terms as the warrants sold in the private placement, but at an exercise price of $1.80 per share with respect to 200,000 shares and $1.65 per share for the 83,333 share balance. The warrants to purchase 83,333 shares of our common stock were replaced in October 2011 with new warrants in connection with the settlement of a dispute.

On November 15, 2010, we issued five-year warrants to purchase 137,500 shares of our common stock at an exercise price of $1.10 per share. The warrants were issued to an agent in connection with a loan transaction. The warrants were replaced in October 2011 with new warrants in connection with the settlement of a dispute.

On November 30, 2010, we issued 10 million shares of our common stock to two entities (3.0 million to MotoMax C.V. and 7.0 million to Salander Holdings) in connection with the completion of the acquisition of Baja Aqua Farms, S.A. de C.V., and its affiliate Oceanic Enterprises, Inc.

On April 1, 2011, in conjunction with a public and investor relations service provider agreement, we granted the provider 150,000 five-year

warrants to purchase 150,000 shares of our common stock at an exercise price of $1.50 per share.

On June 2, 2011, we issued 100,000 shares of our common stock to an investor relations firm in settlement of a dispute over an investor relations agreement.

Between July 7, 2011 and August 1, 2011, we issued three-year warrants to a related party (Atlantis Group hf) to purchase 258,948 shares of our common stock at an exercise price of $3.00 per share in connection with a loan transaction of $5.1 million.

On August 3, 2011, we issued five-year warrants to purchase 90,000 shares of our common stock at an exercise price of $2.70 per share to an

agent in connection with a loan transaction that generated gross proceeds to us of $3.0 million.

On August 26, 2011, we issued five-year warrants to a lender to purchase 500,000 shares of our common stock at an exercise price of $1.50 per

share in connection with a loan transaction.

In October 2011, as compensation for services rendered and in settlement of a dispute related thereto, we issued to certain placement agents and their respective affiliates five-year warrants to purchase 650,000 shares of our common stock as replacement for the warrants to purchase 618,933 shares of our common stock discussed above and issued warrants to purchase an additional 31,067 shares of our common stock. The warrants are exercisable at prices ranging from $1.10 to $1.65 per share with a weighted-average price of $1.43 per share. The exercise price of the warrants may be reduced in certain circumstances. (See Note 10. – Stock Options and Warrants – Stock Warrants – Stock Warrants issued to placement agents as compensation and settlement of dispute on page F-23)

All securities were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, under Section 4(2) thereunder, as they were issued in reliance on the recipients’ representation that they were accredited (as such term is defined in Regulation D), without general solicitation and represented by certificates that were imprinted with a restrictive legend. In addition, all recipients were provided with sufficient access to company information.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of our financial condition as of June 30, 2011 and our results of operations and cash flows for the twelve months ended June 30, 2011 and 2010.

Prior to June 30, 2010, we were a shell company known as Lions Gate. On June 30, 2010, Lions Gate and Atlantis completed a transaction in which Lions Gate purchased from Atlantis all of the issued and outstanding shares of its wholly-owned subsidiary, Bluefin, in consideration for the issuance to Atlantis of 30.0 million shares of Lions Gate common stock, resulting in a change of control of Lions Gate. As a result of this transaction, Kali Tuna, a wholly-owned subsidiary of Bluefin and indirect subsidiary of Atlantis, became our indirect wholly-owned subsidiary. This transaction was accounted for as a recapitalization effected by a reverse merger, with Bluefin and Kali Tuna considered the acquirer for accounting and financial reporting purposes. In August 2010, we changed our name to Umami Sustainable Seafood Inc. ( “ Umami ” ).

On July 20, 2010 we acquired 33% of Baja and Oceanic and on November 30, 2010 we acquired virtually all of the remaining shares of Baja and all of the remaining shares of Oceanic. We now own 99.98% of Baja and 100% of Oceanic.

Executive Overview

Our objective is to become the leader in aquaculture for bluefin tuna by growth of our biomass, live catching of bluefin tuna for subsequent farming and by acquisition of existing bluefin tuna operations. Our focus is on environmentally sound practices and the long term sustainability of the species, and we intend to seek opportunities resulting from market consolidation and scientific progress in the industry. We also intend to continue our research into closed cycle farming technology for Bluefin tuna. This research has produced encouraging results, although we expect commercial success still to be a number of years away.

We own and operate Kali Tuna, which is an established Croatian-based aquaculture operation raising Northern Bluefin tuna in the Croatian part of the Adriatic Sea. Our results of operations reflect the operating results of Kali Tuna for full years for the twelve months ended June 30, 2011 and 2010. From June 2011 through September 2011 we completed a series of acquisitions of Croatian concessions that increased the capacity of our farms in Croatia from 3,240 metric tons to 4,800 metric tons. While we have added farming capacity, due to capital resource constraints, we have not yet expanded our biomass to utilize such additional capacity. Nevertheless, we intend to increase our production and biomass utilizing this additional capacity as capital resources are secured.

We also own and operate Baja Aqua Farms, which is an established Mexico-based aquaculture operation raising Pacific Bluefin tuna in the Pacific Ocean in Baja California, Mexico. We acquired 33% of this operation on July 20, 2010 and acquired virtually all of the remaining interest in this operation on November 30, 2010 (we now own 99.98% interest in this operation). Our results of operations reflect our 33% equity interest in this operation for the period July 20, 2010 through November 30, 2010 and the results from December 1, 2010 and forward reflect and will reflect full consolidation of the operating results of this operation.

Our sales are highly seasonal. The quality of our fish is at its best when the waters cool down from the summer months. In Croatia, our ideal harvest months are typically from November through February, and in Mexico from September through March although we will try to complete our harvests prior to the middle of December to minimize unnecessary risk to our biomass as a result of winter storms in the Pacific Ocean that generally occur from late December through February. As a result, the first quarter (the three months ending September 30) and fourth quarter (the three months ending June 30) of our fiscal year will generally have little or no sales. For the year ended June 30, 2011, 25% of our sales were in the second quarter, 74% of our sales were in the third quarter and 1% of our sales were in the fourth quarter. For the year ended June 30, 2010, 19% of our sales were in the second quarter, 80% of our sales were in the third quarter and 1% of our sales were in the fourth quarter. For the quarter ending September 30, 2011 we will have significant sales as our management decided to meet current liquidity needs by harvesting some of our fish early. Our fiscal year, which starts on July 1 and ends on June 30, is a natural fit for our farming operation in that each fiscal year represents a full annual harvest cycle.

Our operations are subject to conditions of nature primarily related to water quality, storms and/or natural predators. Storms at our Baja operation can damage cages to the point where biomass may escape or be killed. Storms also may allow predators such as seals to enter the cages and attack the fish. Storms are generally less severe at our Kali location and the farms are more protected by natural features such as islands. Also, our Kali Tuna operation has no natural predators that attack our fish. Both operations carry insurance for loss subject to deductibles. In December 2010 and January 2011 we incurred losses at our Baja operations caused by storms and related damage including loss of fish due to predators.

As a result of the highly seasonal, nature of our business, our cash flow and requirements for capital are also highly seasonal. Sales proceeds are generally collected within two weeks of harvest and once the annual harvest for each operation has been completed we need to rely on cash proceeds collected from the harvest along with bank borrowings and other capital resources to fund the period between harvests. Our operating plan retains biomass at the end of each harvest for further on-growing for a period of up to three years for any given fish and, accordingly, we need to continue to feed the fish and maintain the farming operation year-round. Additionally, Kali Tuna catches bluefin for farming in May and June and Baja catches bluefin for farming generally from June through August. Such fishing activities require funds during periods where we are receiving no revenue from harvesting. Finally, we have year-round general and administrative costs and interest expense that must be funded. Ensuring sufficient liquidity during the months that we generate no cash receipts from sales is one of the challenges in our business.

During the year ended June 30, 2011, we experienced liquidity shortfalls that necessitated financing a portion of our operations in Mexico with short-term, high-cost bridge loans from private lenders. The interest cost, transactional costs and, for certain financings, costs related to the issuance of warrants have significantly increased our cost of capital for the year ended June 30, 2011. We expect this high cost of interest to continue until the middle of the quarter ending December 31, 2011 at which point we expect to have repaid our high-cost bridge loans with proceeds from the harvest. We believe our Croatian operation is properly financed, and we are actively working on mid to long-term financing for our Mexican operation to avoid these high-cost debt instruments.

Key Business Indicators

In addition to traditional financial measures, we monitor our operating performance using financial and non-financial metrics that are not included in our consolidated financial statements. The following are key business indicators we regularly use:

Biomass measures

We increase the total weight of our Bluefin Tuna, which we refer to as biomass, by catching or purchasing Bluefin Tuna and growing them in our farms. A net increase in biomass typically corresponds with potential revenue growth. However, increased biomass also increases our carrying costs related to retaining and growing our tuna and requires increased working capital. Decreases in biomass of our Bluefin Tuna are primarily due to Bluefin Tuna sales, but in some cases are due to natural mortality and mortality caused by storms, predation and related damages. Almost all storm-related mortality has historically occurred in connection with our Mexican operations, though in rare cases our Croatian operations may experience storms that cause Bluefin Tuna mortality.

Each biomass measure described below is a key measure.

Existing biomass growth. Existing biomass growth is a key measure because it tells us how many kilograms of growth we can expect from our current biomass, which in turn will allow us to produce biomass for further growth or sale. Existing biomass growth is the difference in the total biomass of our existing Bluefin Tuna between one measuring point and another, net of natural mortalities. Biomass growth varies depending on water temperature, age and condition of Bluefin Tuna, the quantity and quality of feed we obtain and provide, and any natural mortalities that occur. Younger Bluefin Tuna grow at a faster rate than mature Bluefin Tuna. Newly acquired Bluefin Tuna that have not been fully fed previously will typically have a higher growth rate than the Bluefin Tuna that have become accustomed to farm feeding after being in our farms for a few months. Bluefin Tuna are warm-blooded fish, meaning they can regulate and raise their body temperatures above water temperatures by means of muscular activity, and as such will grow more slowly in cold water because they utilize a portion of the energy from feeding to keep warm. Existing biomass growth is a key measure because it informs us of the projected amount of biomass available for future sale, which, along with cost data, is a key factor in management decisions regarding optimal operational scale and duration for growing and farming operations. Biomass growth increased 648 metric tons, or 85%, from 765 metric tons for the year ended June 30, 2010, to 1,413 metric tons for the year ended June 30, 2011. The increase in the twelve months ended June 30, 2011 compared to the twelve months ended June 30, 2010 was primarily due to the fact that the year ended June 30, 2011 reflects growth from our Baja operations for seven months as we completed the acquisition on November 30, 2010, whereas the year ended June 30, 2010 only reflects growth from our Croatian operations. We expect existing biomass growth to increase the scale of our operations and our ability to build a larger inventory base through improved fishing techniques, quota purchases and live fish purchases, and as we obtain the working capital necessary to extend the farming cycle, particularly in the Baja operations.

Caught Bluefin Tuna. Caught Bluefin Tuna is a key biomass measure. The size of our annual catch directly affects the amount of biomass in our farms growing as inventory, which directly affects potential future revenue. Our Baja operations are subject to input limits on the amount of biomass we can add to our farms annually. Our Croatian operations are regulated by a catch quota system and maximum capacity limits on our farms. A regulatory body, the International Commission for the Conservation of Atlantic Tunas, or ICCAT, issues a total catch quota for Croatia for each year based in part upon advice from scientists. Each Croatian vessel that is licensed to catch Bluefin Tuna is assigned a certain portion of that quota. These fishing quotas are subject to annual review and renewal, and may be materially decreased. In fiscal year 2011, our Croatian operations caught 133 metric tons of Bluefin Tuna, with 70 metric tons coming from M.B. Lubin d.o.o., a Croatian limited company, and the balance coming from quotas leased from other companies. In fiscal year 2010, our Croatian operations caught 159 metric tons of Bluefin Tuna, with 97 metric tons coming from M.B. Lubin.

Purchased Bluefin Tuna. Our available capital, the availability of Bluefin Tuna for sale at any given time, and market prices for Bluefin Tuna affect our tuna purchases. We will consider purchases of live Bluefin Tuna based on available capital and market opportunities. In the fiscal year ended June 30, 2010, we purchased 405 metric tons for our Croatian operation. In the year ended June 30, 2011, we purchased 150 metric tons for our Croatian operation. The decrease in Bluefin Tuna purchased in the year ended June 30, 2011 was due to our lower available capital and fewer market opportunities during the period compared to the year ended June 30, 2010.

Acquisition of Baja. On November 30, 2010, we acquired the Baja operation. As a result of this acquisition, we acquired 3,080 metric tons of Bluefin Tuna.

Feed conversion ratio. Feed conversion ratio, or FCR, is the measure of how many kilograms of feed it takes to add one kilogram of weight to our Bluefin Tuna stock. A lower FCR typically means lower feed costs per kilogram of biomass and therefore higher gross margin potential. However, variances in feed costs also affect gross margin potential. We continually seek to refine our Bluefin Tuna feeding practices to improve our FCR. We expect FCR to remain constant or improve as our farming team researches methods for optimizing feed costs. FCR increased 3.97, or 22%, from 15.69 for the year ended June 30, 2010 to 19.08 for the year ended June 30, 2011. The increase in FCR was primarily due to the acquisition of Baja, which was completed on November 30, 2010.

Storm losses. Storm losses negatively affect the amount of biomass available for future sale and therefore potential future revenue. We maintain insurance covering storm losses. However, we elect to reduce the costs of our insurance policies by choosing relatively high deductibles and our coverage may not cover the full replacement value of the biomass. We incurred storm losses of 227 metric tons in the year ended June 30, 2011 related to our Mexican operations. We did not incur any storm losses in the year ended June 30, 2010. At our Mexican operations, storms can damage cages to the point where Bluefin Tuna may escape or be killed. Storms also may allow predators such as seals and sea lions to enter the cages and kill our Bluefin Tuna. At our Croatian operations, storms are generally less severe, our cages are more protected by natural features such as islands, and there are no natural Bluefin Tuna predators.

Bluefin Tuna sales. Sales of our Bluefin Tuna in the past have not been limited by demand, but by the amount that we have determined to sell. Our Bluefin Tuna sales may also be affected by market supply. A decrease in market supply would generally lead to an increase in market prices, which would affect the amount that we determine to sell. Tuna sales reduce inventory levels and therefore negatively affect potential future revenue from our farming operations. Bluefin Tuna sales increased 1,927 metric tons, or 209%, from 924 metric tons for the year ended June 30, 2010, to 2,851 metric tons for the year ended June 30, 2011. The increase in the year ended June 30, 2011 was due to the acquisition of Baja. In the year ended June 30, 2011, our Baja operations provided seven months of sales as we completed the acquisition on November 30, 2010.

The following table summarizes our estimated biomass and changes in biomass for the nine months ended March 31, 2012 and 2011. We acquired our Baja biomass on November 30, 2010. Therefore, for the nine months ended March 31, 2011, changes in Baja biomass is for the four month period from November 30, 2010 through March 31, 2011, in metric tons.

	Year Ended June 30,
	2011			2010
Beginning biomass		1,720			1,315
Acquired in Baja acquisitiony		3,080			—
Growth, net of mortality		1,413			765
Caught(1)		133			159
Purchased for farming		150			405
Storm losses		(227	)		—
Biomass sales		(2,851	)		(924	)
Ending		3,418			1,720

Net biomass added from operations during year		1,469			1,329

_____________________________________________

(1)

Amounts represent Kali Tuna only for the years shown. Baja’s fishing season generally is completed in the quarter ending September 30. Baja caught 1,069 metric tons of Bluefin Tuna in the fishing season which ended September 2011 (this represents the total catch for the 2011 fishing season in Mexico).

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our management periodically evaluates the estimates and judgments made. Management bases its estimates and judgments on historical experience and on various factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

The following critical accounting policies affect the more significant judgments and estimates used in the preparation of our consolidated financial statements.

Reporting Currency and Functional Currency

Our growth strategy is to become the world leader in the Bluefin tuna industry. As such we are positioning the Company to be able to seek out opportunities worldwide and operate with a United States home base, with our strategy based on maximizing our returns as measured in US dollars. Accordingly, we will be continuing to raise capital in US dollars and evolve our financial operations to maximize our returns in US dollars. Our reporting currency is the US dollar.

We expect to seek opportunities and invest our available capital in investments that we believe will provide the greatest return in US dollars.

Kali Tuna’s functional currency is the Croatian Kuna and Baja’s functional currency is the US dollar. Virtually all of our sales are sold to Japan and while such sales are settled in Japanese Yen they are immediately converted into US dollars.

As described above, our reporting currency is the US dollar. However, through November 30, 2010, our functional currency was the Croatian Kuna, as virtually all operations were in Croatia. Capital raising efforts are conducted primarily in US dollars and we have and will continue to issue warrants to purchase common shares at prices denominated in US dollars. Primarily as a result of the acquisition of Baja, since December 1, 2010 our functional currency has become the US dollar.

Inventories

We track our tuna inventory by cage at each site. All tuna entering the farm is physically counted and has its weight estimated utilizing slow motion computer monitored underwater camera technology. We also count the fish, using the same technology, whenever a transfer is made to another cage or when cage is divided. Cages are divided when the biomass in the cage has reached the maximum level for the cage of that size.

The growth and average size of the pieces in a cage are also assessed based upon the quantity of feed and the expected food conversion ratio at that time of year for that size of fish and the water temperature, as well as observation by our staff and, in some cases utilization of high-tech cameras. Actual fish mortality is counted and measured. Each month we estimate our production by calculating our estimated growth of the biomass and subtracting normal mortality.

The cost of our biomass is calculated on a weighted average basis and includes all costs to catch, acquire, transport to the farm and for the on-growing of the fish. We evaluate the net realizable value of our inventories on a regular basis and would record a provision for loss to reduce the computed weighted average cost if it exceeds the net realizable value. For the two years ended June 30, 2011, we have not had any losses related to net realizable value.

Abnormal mortalities, such as storm losses, are charged against income in the period the loss occurs. Storm losses are more common in our Mexican operation than in our Croatian operation. In the Adriatic Sea off the coast of Croatia, the storms are less frequent and not as strong compared with the Pacific Ocean off Baja California. In addition, there are no natural predators in the Adriatic Sea. During the year ended June 30, 2011 we had storm losses in the three months ended December 31, 2010 and the three months ended March 31, 2011. There were no abnormal losses in the year ended June 30, 2010.

During harvesting each fish harvested is individually weighed. Also the process will generally empty entire cages during the harvest. Once a cage is emptied we carefully review the results and identify the differences between the recorded biomass and actual biomass to determine causes of the difference and to evaluate ways to improve our estimating processes. Differences between recorded and actual biomass are factored into the cost of sales.

Consolidation and operating structure

The consolidated financial statements include Umami and the Kali Tuna operations for all periods presented. From July 20, 2010 (the date of the acquisition of the first 33% of Baja and Oceanic) through November 30, 2010 (the date of completion of the acquisition of the remaining shares of Baja and Oceanic), the financial statements include our equity interest in the results of the operations of Baja and Oceanic. From December 1, 2010 to June 30, 2011 and into the future, the financial statements of Umami include and will include Baja and Oceanic fully consolidated.

We also consolidate the results of two Variable Interest Entities, MB Lubin d.o.o. (Lubin) in Croatia and Marpesca S.A. de C.V. (Marpesca) in Mexico.

Under Croatian law, a foreign-owned company may engage in fishing in Croatian waters only if such right of the foreign-owned company derives from Croatia’s obligations set forth in the International Treaties, such as by use of a variable interest entity like MB Lubin. Our farming operation in Croatia needs access to Bluefin tuna to stock the farm and various bait fish to feed the biomass at the farm. MB Lubin is a Croatian-based marine company that is owned by one of the members of our Croatian management team. MB Lubin owns various boats and has the right to fish for Bluefin Tuna and various Pilchard, Mackerel, Horse Mackerel and Anchovy. In July 2009, we entered into 20-year agreements whereby Lubin is required to provide services exclusively to Kali Tuna related to fish farming, live Atlantic Bluefin Tuna catching and catching of bait fish. Kali Tuna may also purchase feed and Bluefin Tuna from other suppliers.

Under Mexican law, a majority foreign-owned company cannot own the right to fish in Mexican waters. Our farming operation needs access to various bait fish to feed the biomass at the farm. Marpesca is a Mexican-based fishing company that is owned 49% by Baja and 51% by one of the members of Baja’s management. Marpesca leases a fishing boat from Baja and has the right to fish for various bait fish. Baja provides financing for Marpesca and Marpesca does not have total equity investment at risk sufficient to permit it to finance its activities without the support of Baja. It also does not own the equipment that it requires to carry out these fishing activities without leasing them. Currently these are leased from Baja. We have therefore determined that Marpesca is a variable interest entity with Baja being the primary beneficiary.

Prior to October 31, 2010, Kali Tuna operated a joint venture, owned 50% by Kali Tuna and 50% by Bluefin tuna Hellas A.E., an unrelated third party. Under the terms of the joint venture, Bluefin tuna was acquired, farmed and sold at Kali Tuna’s site. Initially, the joint venture was operated through a separate entity, Kali Tuna Trgovina d.o.o. In January 2008, all activities of the joint venture were transferred to Kali Tuna. In October 2010, the joint venture was terminated, at which time the joint venture’s remaining assets, consisting primarily of Bluefin tuna biomass located at Kali Tuna’s farming sites were purchased by Kali Tuna at the fair market value of $1.6 million. We do not expect to enter into these types of arrangements in the future.

Related Parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

Revenue Recognition

The Company recognizes revenue when the significant risks and rewards of ownership have been transferred to the customer, including factors such as when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed and determinable, and collectability is probable. We recognize sales when our tuna inventory is shipped, title has passed to the customers and collectability is reasonably assured.

Allowance for doubtful accounts

Our major sales occur in the colder seasons, are large in size, and small in number. As a result, in general, the accounts receivable at June 30 are low. We review all larger invoices and would make a provision for the value of any amounts that in the view of the management are at risk. During the two years ended June 30, 2011 we have not had any uncollectible accounts. As of the date of this report all amounts related to prior year harvests have been collected.

Year ended June 30, 2011 compared to year ended June 30, 2010

Operating Income

The following is a summary of our Operating Income:

	Metric Tons				Year ended June 30, ($000)
	2011		2010		2011			2010

Kali Tuna sales:
From farmed tuna		1,317		924	$	28,859		$	17,392
From purchased tuna		-		522		-			7,934
Total Kali Tuna sales		1,317		1,446		28,859			25,326

Baja tuna sales		1,534		-		28,190			-

Total consolidated sales		2,851		1,446	$	57,049		$	25,326
Revenue per kilogram					$	20.01		$	17.52

Cost of sales
Kali Tuna
From farmed tuna					$	17,396		$	14,100
From purchased tuna						-			5,974
Total Kali Tuna cost of sales						17,396			20,074

Baja tuna
Cost of tuna sold						22,938			-
Storm losses						2,893			-
Total Baja cost of sales						25,831			-

Total consolidated cost of sales						43,227			20,074

Gross profit
Kali Tuna from farmed tuna						11,463			3,292
Kali Tuna from purchased tuna						-			1,960
Baja						2,359			-

Total gross profit						13,822			5,252

Research and development						(600	)		-

Selling cost						(1,104	)		-
General and administrative						(9,523	)		(3,094	)
Total selling, general and administrative						(10,627	)		(3,094	)

Other operating income						360			46

Operating income					$	2,955		$	2,204

Sales, Cost of Sales and Gross Profit

Sales were $57.0 million for the year ended June 30, 2011, an increase of $31.7 million or 125% over the prior year. The increase was primarily due to sales related to the Baja operations which were included in the consolidated results effective December 1, 2010. The Baja operations had $28.2 million in sales for the period from December 1, 2010 to June 30, 2011. We also had higher total sales at Kali Tuna with year over year increase in farmed tuna sales of 66%. We had no sales from purchased tuna in the year ended June 30, 2011 compared with $7.9 million in the prior year.

Our current year price per kilogram for Kali Tuna sales was approximately 15% higher than last year measured on a Japanese Yen basis. Additionally, the Japanese Yen strengthened against the US dollar by approximately 10% year over year. Combined we received about 25% more in US dollars for each kilogram sold for Kali Tuna. Partially offsetting the higher price received by Kali Tuna was a lower average price for tuna sold from Baja when compared to Kali Tuna’s average price. Baja’s fish sold, on average, were smaller than Kali Tuna’s fish (larger fish command a higher price) and a market perception that results in Croatian fish being priced at a premium of about 10% when compared with a similar size fish from Mexico.

For the year ended June 30, 2011, costs of sales were $43.2 million compared to $20.1 million for the year ended June 30, 2010. The increase of $23.1 million is due to costs associated with the Baja sales discussed above totaling $25.8 million, higher cost of sales at Kali Tuna related to the higher volume of sales of farmed tuna year over year resulting in a net increase of $3.3 million, partially offset by no cost of sales of purchased tuna in the year ended June 30, 2011. Included in the cost of sales for Baja is a $9.8 million (35% of total Baja sales) fair value adjustment representing the increase in the carrying value of Baja inventory to reflect the valuation of the inventory purchased in the Baja acquisition over its historical fishing and farming costs. We expect the value of the future inventory that is caught and grown at the Baja operation to be more in line with its historical cost and, accordingly, we would expect our cost of sales as a percentage of revenue to be approximately 60% once we have sold the inventory that was acquired. As of June 30, 2011, $2.9 million of the fair value adjustment remains on Umami’s balance sheet. This cost will be recognized as a cost of sales over the next twelve months.

Gross profit for the year ended June 30, 2011 was $13.8 million, or 24% of sales, compared to $5.3 million, or 21%, for the corresponding period in 2010. Gross profit increased as result of improved business conditions for our products in Japan. Additionally since most of our sales are in yen, the appreciation of the yen against the dollar has improved the gross margin. As discussed above, fair value adjustments recorded in connection with the Baja acquisition increased the cost of sales to a higher amount than we expect to record for costs associated with our catching and farming future biomass in an amount of approximately 17% of total consolidated sales. Excluding this adjustment to cost of sales, Umami’s gross margin for the year ended June 30, 2011 would have been approximately 41%. Based on our expectation of future sales prices and costs we would expect our gross margins to be 40% or better in the future once all remaining acquired inventory has been sold.

We present non-GAAP gross profit measures and non-GAAP net income attributable to Umami shareholders in the following tables. Management believes these non-GAAP measures help indicate our performance before the fair value purchase price adjustments to the Baja inventory that are considered by management to be representative of our on-going operating results. Once the adjustments related to the fair value of the Baja inventory due to the purchase price adjustment have been fully recognized in cost of sales in the future, these non-GAAP adjustments to cost of sales and the resulting non-GAAP measures will no longer be applicable.

The following non-GAAP table is a summary of our costs and margins showing our gross margin and the effect of the purchase price adjustment for the year ended June 30, 2011 ($000):

Net Revenue	$	57,049
Cost of Goods Sold		(43,227	)

Gross Profit	$	13,822

Gross Profit %		24	%

Add back: Estimated Cost of Goods Sold in excess of catch and farming costs	$	9,838

Estimated non-GAAP gross profit based on catch and farming costs	$	23,660

Estimated non-GAAP gross profit % based on catch and farming costs		41	%

The following table is a summary of non-GAAP net income attributable to Umami shareholders adjusted for the effect the purchase price adjustment and the bargain purchase on business combination had on the net income attributable to Umami shareholders for the year ended June 30, 2011 ($000):

Net income attributable to Umami shareholders	$	1,035
Plus estimated cost of goods sold in excess of catch and farming costs		9,838
Eliminate bargain purchase on business combination		(7,068	)
Estimated non-GAAP net income attributable to Umami shareholders using estimated catch and farming costs and eliminating gain on bargain purchase on business combination	$	3,805

Research and Development Expenses

We are in the process of developing a hatchery for Bluefin tuna in the Mediterranean Sea related to our research and development efforts. In the twelve months to June 30, 2011 we spent $0.6 million including approximately $0.4 million related to the acquisition and initial work on a floating hatchery. The majority of the balance was spent on wages for the staff involved in project. In the twelve months ended June 30, 2011, we spent less than $0.1 million on research and development efforts. The cost of research and development efforts are borne directly by the company.

Selling, General and Administrative Expenses

In the twelve month period ended June 30, 2011 selling, general and administrative costs increased by $7.5 million compared with the twelve months ended June 30, 2010.

Selling costs increased $1.1 million due primarily to commissions paid to Atlantis under a sales agency agreement that went into effect on July 1, 2010.

The increase in general and administrative costs of $6.4 million was primarily due to increased expenses incurred in the Umami head office ($2.8 million) related to the expansion of our operations and becoming a public reporting company and in Baja cost incurred ($3.8 million) in the seven months ended June 30, 2011 that were additive upon completion of the Baja acquisition. Kali Tuna general and administrative costs also increased by $0.3 million primarily due to impairment of assets and increased staffing levels for the expanded operations.

In the year ended June 30, 2011 we also incurred costs related to a settlement of a dispute with placement agents totaling $1.0 million. The majority of this settlement was funded by related parties and was recorded by the Company as a contribution of capital.

Foreign Currency Gains and Losses

In the year ended June 30, 2011 losses due to foreign currency transactions and re-measurements were $1.3 million compared to $1.7 million in the same period of the prior year. The losses in the year ended June 30, 2011 were primarily related to losses on re-measurements at Baja and in the year ended June 30, 2010 the losses were primarily related to losses on Japanese Yen ( “ JPY ” ) denominated liabilities at Kali Tuna.

Bargain Purchase on Business Combination

During the year ended June 30, 2011, we recorded a gain on bargain purchase on business combination of $7.1 million related to the Baja and Oceanic acquisitions. See note 7 to the Consolidated Financial Statements included elsewhere herein.

Loss from revaluation of derivative warrant liability

Due primarily to the increase in volatility offset by the decrease in the remaining term of the warrants, the warrants increased in value and a loss of $0.3 million was recorded for the year ended June 30, 2011.

Income/loss from investment in unconsolidated affiliates

We recognized a profit of $0.6 million related to our 33% equity interest in Baja and Oceanic from the date we acquired the investment (July 20, 2010) until the date we acquired the remaining interest (November 30, 2010). From December 1, 2010 the results in Baja and Oceanic have been fully consolidated.

Interest Expense

For the year ended June 30, 2011 interest expense increased $5.4 million compared with June 30, 2010. The primary reason for the increase was utilizing the credit facilities from Atlantis and Aurora plus certain third party debt to finance most of the Baja acquisition. Additionally, we financed short-falls in receipt of cash related to past due accounts receivable from customers and unexpected delays in collections of sales due to governmental clearance of imports of our fish with short-term bridge financing.

Also, from June 2011 we financed a portion of our fishing cost in Baja utilizing short-term bridge loans. We expect to repay all of our high-cost bridge loans by the end of November 2011 with proceeds from this year’s harvest.

A summary of our interest cost year over year is as follows (in $000):

	Year ended June 30,
	2011		2010
Interest paid to banks	$	1,431	$	981
Interest related to Atlantis and Aurora		1,556		-
Interest paid to private investors (including amortization of original issue discounts)		1,644		-
Amortization of transactional costs of loans		718		-
Amortization of equity participation costs related to private investors and placement agents		1,079		-
	$	6,428	$	981

Income Tax Expense

Income tax expense increased from $0.5 million for the year ended June 30, 2010 to $2.3 million for year ended June 30, 2011. The increase in income tax expense is primarily due to the additional income from the acquisition of Baja and Oceanic in the current year, as well as an increase in Kali Tuna’s net income before taxes compared to the prior year.

Net Loss Attributable to the Non-controlling Interests

In the year ended June 30, 2011 the non-controlling interest losses in Lubin of $0.6 million were less than the losses of $1.1 million for the year ended June 30, 2010 primarily as a result of improved fishing operations.

For the year ended June 30, 2011 the non-controlling interest loss in Kali Tuna Trgovina d.o.o. and the joint venture with Bluefin Tuna Hellas A. E. (the “ BTH Joint Venture ” ) was $0.1 million compared with $0.3 million for the year ended June 30, 2010. The BTH Joint Venture was terminated during the year ended June 30, 2011.

As part of the Baja acquisition we acquired a non-controlling interest in Marpesca that is accounted for as a Variable Interest Entity. The loss for the non-controlled portion of Marpesca was $0.1 million for the year ended June 30, 2011.

Liquidity and Capital Resources

At June 30, 2011, we reported working capital of approximately $16.2 million compared to approximately $7.4 million at June 30, 2010. At June 30, 2011, we had cash and cash equivalents in the amount of $1.1 million.

Cash Flows

The following table summarizes our cash flows for the year ended June 30, 2011 and 2010:

	Year Ended June 30,
	2011			2010
Total cash provided by (used in):
Operating activities	$	(1,001	)	$	(2,303	)
Investing activities		(20,087	)		(2,397	)
Financing activities		22,533			3,574
Effects of exchange rate changes on cash balances		(564	)		(80	)
Increase (decrease) in cash and cash equivalents	$	881		$	(1,206	)

Net cash used in operating activities for the year ended June 30, 2011 totaled $1.0 million compared to $2.3 million used in operating activities for the year ended June 30, 2010. The change is primarily due to the decreases in related party accounts receivable and the gain on bargain purchase of Baja during the current period.

Cash used in investing activities for the year ended June 30, 2011 was $20.1 million compared to $2.4 million for the year ended June 30, 2010. The change is due primarily to $11.6 million invested in the purchase of Baja and Oceanic, $5.0 million invested in the purchase of Bepina and $1.6 million used to buy out the BTH Joint Venture.

Cash provided by financing activities for the year ended June 30, 2011 totaled $22.5 million, compared to $3.6 million for the year ended June 30, 2010. The change is due primarily to issuance of common stock and warrants for net proceeds of $4.9 million, issuance of debt for net proceeds of $17.4 million from private investors, an increase in the shareholder loans from Atlantis of $8.8 million, new borrowings of $32.3 million from banks offset by payments on loans to financial institutions, private investors and related parties of $41.3 million, in the year ended June 30, 2011. This compares to new borrowings of $2.7 million from a bank and $11.8 million from related parties in the year ended June 30, 2010.

Market value

The fair value of our saleable inventory is based upon the market price that an unrelated party would be willing to pay for the inventory, less estimated selling costs. In the Adriatic Sea, there is a ban on the sale of tuna less than 30 kg to the general market and, accordingly, we consider these fish to be non-saleable. The fair value for these fish is estimated at the cost to bring that inventory to its present location and condition.

The market value of live tuna stock inventories at June 30, 2011 and June 30, 2010 is estimated at $72 million and $26.1 million, respectively. The market value of live tuna stock is determined by multiplying the metric tons of the biomass by the market price estimated on those dates.

Sources of Liquidity

Our cash flow cycle is highly seasonal as it follows our operating cycle. During the harvest season, which generally begins in October and ends around February of each year, our cash inflows greatly exceed our cash outflows. Once the annual harvest is completed we rely on the cash generated from the harvest plus working capital financing to finance our on-growing of biomass, costs to catch Bluefin tuna and costs to pay ongoing general and administrative costs plus any interest or principal payments required to service our debt.

For the year ended June 30, 2011, the Company’s most significant sources of liquidity have been proceeds from the sale of Bluefin tuna, cash from lines of credit with commercial banks, advances and loans made by related parties to the Company, the issuance of common stock and warrants for cash, and bridge loans. Significant uses of liquidity include funding of our operations, the acquisition of Baja, repayment of amounts advanced by related parties and repayment of bank and other debt.

In order to continue to finance shortfalls in our liquidity related to our ongoing operations and fund the fishing costs for Baja incurred from June 2011 and into August 2011 we began our harvest early, borrowed $1.1 million under the Atlantis Credit Facility and completed two bridge loans through to the date of this filing. Subsequent to June 30, 2011, we completed the following financings:

	·	Borrowed $3.0 million and extended $2.0 million notes due to two investors in exchange for notes totaling $5.6 million
	·	Borrowed $1.4 million under the Atlantis Credit Facility
	·	Received $3.0 million from a private investor in exchange for notes totaling $3.4 million
	·	Received $2.7 million from managed funds in exchange for a repayment of a $3.1 million note due to an investor originally due March 31, 2012 and a note for $6.5 million

We believe that, as of the date of this filing, our liquidity problems have been or will be resolved with the continuation of this year’s harvest. We expect to harvest, at a minimum, 3,300 metric tons of biomass for a total sales value of approximately $80.0 million.

We expect to utilize a portion of this year’s harvest proceeds to repay:

	·	Two private investors-$5.6 million related to financings completed in June 2011 and July 2011 (repaid October 5, 2011);
	·	One private investor-$3.4 million related to a financing completed in August 2011 (repaid October 13, 2011);
	·	Managed funds-$6.5 million related to a financing completed September 2011;
	·	Atlantis Group-$5.4 million related to $1.4 million advanced in July through September 2011 plus $4.0 million notes refinanced into the Atlantis Credit Facility;
	·	Aurora Capital-$2.0 million related to notes due by March 31, 2012.

The remainder of the harvest proceeds will be available for ongoing capital needs. We believe that the amount that will be available for ongoing capital needs will be sufficient to maintain and grow our remaining biomass until and through the next harvest season and we believe that we will have sufficient liquidity to fund our operations through at least the next twelve months. We do not anticipate drawing any more funds under the Atlantis Credit Facility which by its terms is only available to us through December 31, 2011.

We will, however, need to obtain additional capital in order to expand our operations, purchase additional biomass and to catch significant quantities of Bluefin tuna. We plan to pursue sources of additional capital by issuing securities through various financing transactions or arrangements, including joint ventures of projects, debt financing, equity financing or other means. We may also consider additional advance sales and/or outright sales of tuna to customers. There can be no assurance that any additional financing will be available when needed on commercially reasonable terms or at all. The inability to obtain additional capital may reduce our ability to continue to conduct business operations as currently contemplated. Any additional equity financing may involve substantial dilution to our then existing stockholders.

Credit Agreements and Borrowings

	Borrowing Party	Facility	Interest Rate		Effective rate at June 30, 2011			June 30, 2011		June 30, 2010
Non-related party borrowings:
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 19,240	5% variable *		n/a		$	—	$	3,258
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 29,240	5% variable *		5.81	%		5,708		—
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 30,000	5% variable *		n/a			—		5,080
Erste&Steiermaerkische bank d.d.	Kali Tuna	HRK 30,000	5% variable *		6.24	%		5,856		—
Erste&Steiermaerkische bank d.d.	Kali Tuna	EUR 1,375	3M EURIBOR+7%		n/a			—		1,675
Erste&Steiermaerkische bank d.d.	Kali Tuna	JPY 180,000	3M JPY LIBOR+6.5%		n/a			—		2,025
Erste&Steiermaerkische bank d.d.	Kali Tuna	JPY 180,000	3M JPY LIBOR+6.5%		8.19	%		2,219		—
Erste&Steiermaerkische bank d.d.	Kali Tuna	CHF 707	3M CHF LIBOR+7%		n/a			—		649
Erste&Steiermaerkische bank d.d.	Lubin	EUR 550	3M EURIBOR+5%		6.86	%		792		—
Volksbank d.d.	Kali Tuna	HRK 10,000	40% at HBOR 3.8% + 60% at 5.9%		6.93	%		1,627		—
Privredna banka Zagreb d.d.	Kali Tuna	EUR 2,505	3M EURIBOR+4.75%		5.55	%		3,593		—
Bancomer	Baja	MXN 50,000	TIEE + 4.5%		8.85	%		4,223		—
UTA Capital LLC	Umami	USD 3,125	9	%	9.00	%		3,387		—
Private investors	Umami	USD 2,000	Nil		Nil			2,000		—
Total obligations under capital leases								37		41
Less: Debt Discount								(1,007)		—
Total non-related party borrowings							$	28,432	$	12,728

Related party borrowings:
Atlantis Co., Ltd.	Umami	USD 15,000	1%/month		n/a		$	4,274	$	—
Aurora Investments ehf	Umami	USD 8,000	1%/month		n/a			5,313		—
Total related party borrowings							$	9,587	$	—
Total borrowings								$38,022	$	12,728

Classification of borrowings:
Short-term borrowings, non-related party							$	24,002	$	12,700
Short-term borrowing, related party								7,587		—
Long-term debt, non-related party								4,433		28
Long-term debt, related party								2,000		—
Total borrowings							$	38,022	$	12,728

Material Credit Agreements—Croatian Operations

Our Croatian operations are funded with local bank debt that is secured by most of the Bluefin Tuna inventory, fixed assets and concessions of our Croatian operations. Most of the loans require pre-approval for any funds to be distributed outside of the Croatian operations. At June 30, 2011, Kali Tuna had $19.8 million in bank debt, of which $15.4 million was current and $4.4 million was long-term. At June 30, 2011, we had $0.1 million of cash on hand available for use by our Croatian operations. The following is a description of the material indebtedness held by our Croatian operations:

Erste & Steiermaerkische Bank Loans

On October 30, 2007, Kali Tuna entered into a framework credit agreement with Erste & Steiermaerkische bank d.d. (“Erste & Steiermaerkische”), which was renewed on January 21, 2008. The framework agreements provided for a secured credit facility consisting of three revolving credit lines: (i) a credit line of HRK 29.2 million, granted under the short term revolving credit agreement dated November 12, 2007, payable successively or at once on February 15, 2012, with a variable interest rate of 5.0%; (ii) a credit line of HRK 30.0 million granted under the short term revolving credit agreement dated June 6, 2008, payable successively or at once on March 15, 2012, with a variable interest rate of 5.0%; and (iii) a credit line of JPY 180.0 million, payable successively or at once on March 1, 2012, with a variable interest rate of 3-month LIBOR + 6.5%. The funds were to be used for preparation of goods for export and other export purposes. The first two of the mentioned agreements were executed as part of the program of the Croatian Bank for Reconstruction and Development for advancement of export, which included a subsidized interest rate, and were each renewed for one additional year.

On March 1, 2010, Kali Tuna entered into a credit agreement with Erste & Steiermaerkische. The agreement provided for a secured credit facility of EUR 1.4 million with interest payable monthly at a variable rate of three-month EURIBOR plus 7.0%. The loan matured and was paid in full in March 2011. Funds advanced were used for operational purposes at our Croatian operations. The loan/facility was secured by certain fixed assets of our Croatian operations.

On March 1, 2010, Kali Tuna entered into a credit agreement with Erste&Steiermaerkische. The agreement provided for a secured credit facility of CHF 0.7 million with interest payable monthly at a variable rate of three-month CHF LIBOR plus 7.0%. The loan matures on March 1, 2012, however the loan was paid in full early on April 28, 2011. Funds advanced were used for operational purposes at our Croatian operations. The loan/facility was secured by certain fixed assets of our Croatian operations.

Kali Tuna entered into an agreement on October 7, 2010 with Erste&Steiermaerkische providing for a EUR 6.7 million line of credit. The loan matured and was paid in full March 1, 2011. Interest was payable monthly based on the three-month EURIBOR rate plus 5.25%. The loan was collateralized by certain Kali Tuna and Lubin fixed assets and certain Kali Tuna inventory.

On April 15, 2011, Lubin entered into a credit agreement with Erste & Steiermaerkische. The agreement provides for a secured credit facility of EUR 0.6 million with interest payable monthly at a variable rate of three-month EURIBOR plus 5.0%. The loan matures on January 31, 2018. Funds advanced were used for operational purposes at our Croatian operations. The loan/facility is secured by certain fixed assets of our Croatian operations. Kali Tuna is jointly liable for all of Lubin's obligations under the facility.

On June 8, 2011, Kali Tuna entered into an additional syndicated credit agreement with Erste & Steiermaerkische and the Croatian Bank for Reconstruction and Development (“HBOR”). The agreement provides for a secured credit facility consisting of a credit line of HRK 80.0 million, with 40.0% of the credit line (funds of HBOR) accruing interest at a variable rate of 2.8% and the remaining 60.0% at a variable rate equal to the rate accruing on Croatian National Bank bills with maturity of 91 days, plus 3.0%. The facility matures on December 31, 2014 and is repayable in one installment. The interest is payable quarterly. Funds advanced are to be used for working capital needs for the operation of our farming sites in Croatia or for the purchase of Bluefin Tuna, and require that matching funds (at least 45%) be provided by us. The line is secured by live Bluefin Tuna owned by us in Croatia, as well as other security instruments, including guaranties issued by Lubin, Atlantis and us.

Under the Erste & Steiermaerkische's agreements, Kali Tuna agreed that, without obtaining Erste & Steiermaerkische's consent, it would not pledge or otherwise encumber its assets, dispose of its assets (except in the ordinary course of business), undertake actions affecting the company's status (including mergers or subdivisions), repay indebtedness owed to its shareholders, guarantee the obligations of others (with the exception of Lubin's loan) or incur additional indebtedness. Events of defaults, which results in an acceleration of all amounts due under the facility, include the failure to pay any obligation when due, Kali Tuna's insolvency, a material adverse change in Kali Tuna's business, use of funds for purposes other than those for which the loan was granted, the invalidity (or non-substitution) of any of the security instruments, a breach of the obligation to conduct at least 75% of the payment operations through Erste & Steiermaerkische, and a change of ownership of Kali Tuna that is not acceptable to Erste & Steiermaerkische.

Other Bank Loans

Kali Tuna also has a loan from Privredna banka Zagreb d.d. for EUR 2.5 million that matures on March 31, 2014 and is payable in three annual installments which begin March 31, 2012. Interest is payable monthly based on the three-month EURIBOR rate plus 4.75%. Funds advanced were granted for the purchase of certain assets and for working capital purposes. The loan is secured by certain of our fish inventory in Croatia as well as certain other security instruments, including the pledge over two motor boats owned by the seller of those assets. The parties established that the value of the pledged Bluefin Tuna inventory amounted to HRK 29.7 million on March 31, 2011, and Kali Tuna undertook to maintain a certain value of inventory until the full repayment of the loan. Under the agreement, Kali Tuna undertook various other obligations, including not to assume further debts or to encumber its assets in a manner that could affect its ability to repay the loan, to inform the bank of all material changes (including changes of the company status) or changes affecting its business or ability to repay the loan and to conduct its monetary operations through the bank on a pro rata basis in relation to other creditors. In case of default, the bank may terminate the agreement with immediate effect and make due the total amount of the loan. Events of default include a delay in repaying any of its obligations under the agreement (or any other agreement it may enter into with the bank), a material adverse changes that may reasonably affect the ability of Kali Tuna to fulfill its obligations under the agreement and a change of the company name or address of which the bank is not informed within three days. In addition, Kali Tuna undertook not to perform any activities that could endanger the environment or any activities in breach of the applicable regulations relating to environmental protection for the duration of the agreement.

Kali Tuna has an additional credit line with Volksbank d.d. for HRK 10.0 million that matures on December 31, 2013 and is payable in quarterly installments of $0.2 million, which began March 31, 2011. The terms of the loan call for a variable interest rate based on 40.0% of the funds at a rate of 3.8%, with the remaining 60.0% at a rate of 5.9%. The loan is secured by certain of our Croatian fish inventory and certain other security instruments, including a guaranty by Lubin.

Material Credit Agreements - Mexican Operations

On July 5, 2010, Baja entered into a revolver facility (amended on June 23, 2011) with BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer (“Bancomer”) for MXN 50.0 million that accrues interest payable at an annual rate equal to the Mexican 28-days period Tasa de Interés Interbancaria de Equilibrio (“TIIE”) + 4.5% and is secured by certain Baja inventory. Marpesca and Oli Steindorsson, our Chairman, President and Chief Executive Officer, are joint obligors under the credit facility. This facility matures on September 30, 2011.

Private Investor Loans – Umami:

On October 7, 2010, Umami entered into a note and warrant purchase agreement with a secured private lender. Umami received gross proceeds of $5.0 million in exchange for: (i) a note payable of $2.5 million which matured and was paid in full March 31, 2011, (ii) a note payable of $3.1 million which matures on March 31, 2012 (this was paid in full in September 2011), and (iii) warrants to purchase 3.0 million shares of its common stock (see Note 11). Both notes bore interest at 9% per year. However, additional interest expense between $0.2 million and $1.1 million may become due and payable over the terms of the notes if the Company does not achieve certain EBITDA thresholds. The notes restricted repayments of the Aurora related party notes payable to amounts lower than $4.0 million while the $3.1 million note was outstanding. The notes were collateralized by certain assets of Umami and its subsidiaries. In addition, Umami had pledged shares in Bluefin, and Baja had guaranteed the Company's obligations to the lender. The lender also received a closing fee and was reimbursed for costs of $0.1 million from the gross proceeds. Additional closing costs of $0.1 million were paid to the lender. The warrants related to the note have been recorded as a stock warrant liability and the fair value of $1.5 million was calculated using a Black-Scholes pricing model and was recorded as a discount to the notes payable. The discount for the warrants, the original debt discount and the deferred financing costs (totaling $3.0 million) are being amortized using the effective interest method over the life of these loans and is recorded as interest expense in the Statement of Operations.

On November 15, 2010, Umami entered into a note purchase agreement with private party lenders. Umami received gross proceeds of $2.8 million in exchange for promissory notes in the aggregate principal amount of $2.8 million which matured on January 14, 2011. The notes bore interest at the rate of 6% for the first 30 days and 9% for the portion of the notes that had not been repaid by December 15, 2010. The notes were collateralized by Bluefin Tuna inventory of Kali Tuna and Baja and the pledge of certain of Umami's shares held by Atlantis. The notes were paid in full on January 14, 2011.

On February 28, 2011, we entered into a note purchase agreement with private party lenders. We received gross proceeds of $3.5 million in exchange for promissory notes in the aggregate principal amount of $3.5 million which matured on April 18, 2011. The notes bore interest at the rate of 4.5% per month from the effective date of February 16, 2011 through repayment. The notes were collateralized by Bluefin Tuna inventory of Kali Tuna and Baja and the pledge of certain of our shares held by Atlantis. The notes were paid in full on March 16, 2011.

On March 31, 2011, Umami entered into a note purchase agreement with a private party lender, under which the Company received gross proceeds of $3.5 million in exchange for a promissory note in the aggregate principal amount of $3.6 million which originally matured on May 16, 2011, and was subsequently extended to and paid in full on May 25, 2011. The note bore no interest and was collateralized by certain accounts receivable of Baja.

On May 6, 2011, Umami entered into a note purchase agreement with a private party lender. The Company received gross proceeds of $0.5 million in exchange for a promissory note in the aggregate principal amount of $0.5 million which matured on May 21, 2011. The note bore no interest and was collateralized by certain Baja inventory and the pledge of 1.0 million of Umami's shares held by Aurora Investments. The notes were paid in full on May 19, 2011.

On June 3, 2011, Umami entered into a note purchase agreement with private party lenders. The company received gross proceeds of $1.9 million in exchange for promissory notes in the aggregate principal amount of $2.0 million with a maturity date of June 30, 2011. The notes bore no interest and were collateralized by certain Baja inventory and the pledge of 6.0 million of Umami's shares held by Atlantis. Subsequent to receipt of the $2.0 million in loan proceeds, the credit agreement was amended on June 30, 2011 to increase the loan principal amount to $5.6 million with discounted proceeds of $5.0 million. The amended loan had a maturity date of September 30, 2011, was extended to October 5, 2011 and paid in full October 5, 2011. The notes bore no interest and were collateralized by the same assets as under the original agreement.

Related Party Loans – Atlantis and Aurora:

During July and September, 2010, we entered into a Line of Credit agreement and an amendment to the agreement, with Atlantis (the “Atlantis Agreement”), providing for a $15.0 million loan facility consisting of two components: a line of credit for the amount of $9.9 million and a term loan of $5.1 million. Through June 30, 2011, amounts advanced under the Atlantis Agreement were approximately $18.6 million, which were used for the purchase of the initial 33% of Baja along with the financing of Baja's and Kali Tuna's operations, and for Umami corporate expenses. Atlantis was allowed to collateralize amounts owed by a pledge of certain of our inventory. While we exceeded the borrowing limit on the original credit facility, we were not in default as Atlantis consented to exceeding the loan facility up to $20.0 million. Funds advanced under the facility accrue interest at the rate of 1.0% per month and are payable monthly.

In July 2010, we entered into an agreement with Aurora (the “Aurora Note”), for loans totaling $2.3 million made to Umami. Funds advanced under the Aurora Note accrue interest at the rate of 1% per month and are payable monthly. In the event the interest is not paid monthly such amounts may be deferred, however the rate of interest changes to 1.5% per month for amounts accrued but unpaid. The amounts advanced under the Aurora Notes were used for the purchase of the initial 33% of Baja along with the financing of Baja's and Kali Tuna’s operations, and for Umami corporate expenses. At June 30, 2011 no further amounts may be drawn under the Aurora Note.

In May 2011, we were notified that Aurora had transferred $4.0 million of the notes to Atlantis (the “Aurora Transferred Notes”). The maturity dates for the notes transferred to Atlantis were February 2012, March 2012, January 2013 and March 2013. In July 2011, these notes were transferred into the Atlantis Credit Facility (defined below) and, accordingly, have been refinanced.

On March 15, 2011, Atlantis agreed to settle $8.9 million of the remaining outstanding balance owed on the Atlantis Agreement against a portion of the outstanding account receivable balance at that date for fish sold by us to Atlantis Japan. The remaining balance of the Atlantis Agreement was settled on June 30, 2011 against amounts receivable from Sales of Bluefin Tuna from Atlantis Japan (see below).

On July 7, 2011 the Company entered into a credit facility with Atlantis that provided for a line of credit of up to $15.0 million (the “Credit Line”). This amount includes funds utilized for the refinance of $4.0 million of the notes payable due to Atlantis on June 30, 2011 (the Aurora Transferred Notes). New funds available under the credit line totaled $10.7 million (after deduction of fees and expenses). Principal amounts drawn due under the Credit Line bear interest at the rate of 1.0% per month on the average amount outstanding payable monthly and require payment of a 1.25% fee related to the advances. New funds can only be drawn through December 31, 2011 and the entire outstanding principal is due and payable on or before March 31, 2012. The Company's obligations under the Credit Line can be secured by a portion of its Bluefin tuna inventory. Upon an event of default, all principal amounts and interest payments may be declared due and payable. In addition, a default rate of 1.5% per month will be in effect on all amounts then outstanding. Events of default include, in addition to standard occurrences, a change of control of the Company and the loss of any of the fishing licenses held by the Company's Croatian subsidiary. In the event of a default, if requested by the Company, Atlantis may collect any amounts due only from the proceeds of sales of biomass pledged under the Credit Line, as long as such sales are finalized no later than November 30, 2011. Any amounts then outstanding shall become due and payable upon collection of the proceeds of such sales, or December 31, 2011, whichever occurs earlier. In connection with the Credit Line, on each funding date, we will issue to Atlantis three-year warrants to purchase shares of the Company's common stock at $3.00 per share at the rate of 50,000 warrants for each $1.0 million advanced to us.

Material Covenants or Operating Restrictions

Sources of liquidity

Our cash flow cycle is highly seasonal as it follows our operating cycle. During the harvest season, which generally begins in October and ends around February of each year, our cash inflows greatly exceed our cash outflows. Once the annual harvest is completed, we rely on the cash generated from the harvest plus working capital financing to finance our farming operations, costs to catch Bluefin Tuna and costs to pay ongoing general and administrative costs plus any interest or principal payments required to service our debt.

For the year ended June 30, 2011, our most significant sources of liquidity were proceeds from the sale of Bluefin Tuna and cash from lines of credit with commercial banks and bridge loans. Significant uses of liquidity include acquisition of Baja and Oceanic, funding of our operations, including fishing in Mexico and Croatia, repayment of amounts advanced by related parties and repayment of bank and other debt.

At June 30, 2011, we had $1.1 million in cash. Of our total consolidated cash balance June 30, 2011, $0.1 million is held at our Croatian operation, $0.8 million is held at our Mexican operations, and $0.2 million is held by Umami and Oceanic. Under the terms of Kali Tuna's debt agreements, any movement of funds to Umami would require pre-approval by those lenders. However, under our current investment strategy, we do not anticipate any additional remittance of any of Kali Tuna's undistributed earnings as we consider them to be indefinitely reinvested. In addition, at June 30, 2011, our Croatian operation had approximately $15.4 million (HRK 80.0 million) available under a revolving credit line with a Croatian bank. We believe our Croatian operation has sufficient capital to fund its fishing and farming operations through the 2011-2012 harvest season, based on their available cash balance at June 30, 2011 and their ability draw down their existing revolving credit line.

Our Mexican operation had a cash balance of $0.8 million at June 30, 2011. Although we believe we have or will be able to obtain sufficient capital to maintain and grow our current biomass through the 2011-2012 harvest season, we will need to obtain additional capital to (i) expand our fleet to increase the quantity of Bluefin Tuna or feed we can catch or (ii) purchase additional Bluefin Tuna to increase our biomass. We may pursue sources of additional capital by issuing securities through various financing transactions or arrangements, including joint ventures, debt or equity financing. We have previously addressed liquidity needs by issuing debt with commercially unfavorable terms, sometimes with warrants to purchase shares of our common stock. If we require additional capital, we may also consider harvesting a portion of our Bluefin Tuna inventory earlier in the extended-lifecycle process than we otherwise would have. For example, in fiscal 2011, we began harvesting Bluefin Tuna in July. Additional financing may not be available when needed on commercially reasonable terms, or at all. The inability to obtain additional capital may reduce our ability to continue to conduct business operations as currently contemplated. Any additional equity financing may involve substantial dilution to our existing stockholders.

We expect to utilize a portion of these resources to pay debt service obligations in the next twelve months. Our debt service obligations in the next twelve months consist of (i) debt principal repayments of $32.0 million to financial institutions and unrelated third parties; (ii) debt principal repayments of $9.6 million to related parties; (iii) $1.0 million in interest payments due on financings from financial institutions and unrelated third parties; and (iv) $0.8 million in interest payments due on financings from related parties.

Risk management

We are exposed to financial risks arising from changes in tuna prices. We do not anticipate that tuna prices will decline significantly in the foreseeable future and, therefore, we have not entered into derivative or other contracts to manage the risk of a decline in tuna prices. We review our outlook for tuna prices regularly in considering the need for active financial risk management. We sell tuna under agreements denominated in Japanese Yen so we are exposed to fluctuations in the value of the Japanese Yen.

Off Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our consolidated financial condition, revenues, results of operations, liquidity or capital expenditures.

Seasonality

As explained above, sales of tuna occur during the winter when the sea temperature is lowest to maximize the quality and value of the product (October to March). There are generally no sales generated during the rest of the year.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

OUR EXECUTIVE OFFICERS

Executive officers are elected by and serve at the discretion of the Board of Directors (the “Board of Directors”) of Umami. The names of our current executive officers and significant employees, their ages as of November 14, 2011 and their positions with the Company are set forth below, followed by certain other information about them:

Name	Age	Position
Oli Valur Steindorsson	37	Chairman, President and Chief Executive Officer
Daniel Zang	57	Chief Financial Officer and Secretary
Vilhelm Gudmundsson	39	Chief Executive Officer of Oceanic Enterprises Inc.
Miro Mirkovic	51	Director of Kali Tuna d.o.o.
Benito Sarmiento	50	Director of Kali Tuna, d.o.o.

Executive Officers

Oli Steindorsson has been our Chairman, President and Chief Executive Officer since June 30, 2010. He has been a director of Kali Tuna since 2005. From 2004 until 2011, he was the Chief Executive Officer of Atlantis Group, a seafood trading company and our majority shareholder. In addition, he has been a director in the following privately held entities: Atlantis Chile: 2004 – 2007 (holding company for salmon farming company divested by Atlantis Group in 2006, subsidiary closed 2007); Atlantis Miami: 2004 – 2007 (seafood trading company, divested by Atlantis Group in 2007); Atlantis Japan: 2005 – 2006 (seafood sales company, divested May 2011); Atlantis Resources Australia: 2004 – current (seafood trading, holding company, divested May 2011 awaiting confirmation of removal from BOD); Coral Sea Fishing PTY ltd: 2007 – current (seafood processor, patent holder, divested May 2011 awaiting confirmation from removal of BOD); KT doo Finance PTY ltd: 2004 – 2010 (holding company divested 2010); Havtorsk Sales AS; 2004 – current (seafood export company, cod farming); Kali Tuna Doo; 2006 – current (seafood export, tuna and pelagic fisheries, tuna farming); Baja Aquafarms SA de CV: 2004 – 2006. Chairman Nov 2010 – current (seafood export, tuna farming, vessel operations). Oceanic November 2010 – current. He has also been involved in the following real estate ventures: Chairman of Phoenix Investments ltd (Iceland) 2004 – 2006 (developed several commercial and residential properties in Iceland, sold out April 2006); Phoenix Real Estate AS (Norway) 2004 - 2010 (small scale real estate company, divested in 2010); Atlito PTY Ltd (Australia) 2004 – 2010 (small scale real estate, assets sold out 2007, 2008 company closed in 2010); Valkyrie Investments Pty Ltd (Australia) 2004 – 2010 (company closed in 2010), Director of Adiantum (Lithuania) 2008 – current (developing several commercial and residential land plots); Chairman Aurora Investments 2006 – current (holding company for shares in Atlantis Group, various financing activities to Atlantis Group): Chairman of Aur Capital 2010 – current (holding company for Umami shares). Mr. Steindorsson attended the University of Iceland where he earned a B.Sc. degree in Business Administration in 1998. We believe that Mr. Steindorsson is uniquely qualified to be a director with his long background in the fishing industry as well as his extensive contacts in Japan and Japanese language abilities. Under the terms of Mr. Steindorsson’s employment agreement, he is required to spend no less than 80% of his time working for us.

Daniel G. Zang was appointed Chief Financial Officer on June 30, 2010. He had been a consultant to Kali Tuna since January 2010. Prior to joining us, he served as Controller and Treasurer since October 2007 and Controller since June 2007 of General Moly, Inc. Mr. Zang served as Chief Financial Officer of Hubble Homes from June 2004 to April 2007. Mr. Zang also served in various accounting positions for PeopleSoft/J.D. Edwards from June 1996 to June 2004. Mr. Zang has over 30 years experience in Accounting, Auditing and Finance. Mr. Zang was also employed by M.D.C. Holdings, Inc., Cyprus Minerals Company, Price Waterhouse and Fox & Company. He holds a Bachelor of Science in Accountancy and he is a certified public accountant in the state of Colorado.

Significant Employees

Vilhelm Gudmundsson has been the Chief Executive officer of Oceanic Enterprises, Inc., our wholly owned subsidiary, since 2008. Prior thereto, he served as the General Director of Baja Aqua Farms from 2007 to March 2011. Mr. Gudmundsson also served as the Managing Director of Pesquera Siglo S.A. de C.V. and Nautico S.A. de C.V. from 2000 until 2006. He has 17 years of experience in the Mexican seafood industry. Mr. Gudmundsson holds a Bachelor of Science in Economics from the University of Iceland.

Miro Mirkovic has been a Director (the equivalent of an officer with executive management authority and the power to bind an entity) of Kali Tuna d.o.o., our indirect wholly owned subsidiary, since 2008. He was Director of Farming and Fisheries of Jadran Tuna from 2007 to 2008. Mr. Mirkovic was Chairman of the Board of Marituna from 2001 to 2007. He holds a degree from a Navy College in Croatia.

Benito Sarmiento was appointed Chief Executive Officer of Baja in December 2010. Mr. Sarmiento, age 41, has been employed by Baja since December 2005. Prior to being named Chief Executive Officer, Mr. Sarmiento was the General Manager of Marpesca. Mr. Sarmiento holds a degree in Chemical Engineering from Instituto Tecnológico y de Estudios Superiores de Monterrey and has over ten years of experience working in the seafood industry in Mexico.

Mr. Steindorsson, our Chairman, President and Chief Executive Officer, and Mr. Fitzpatrick, our Chief Financial Officer, currently devote approximately 80% of their working time, or approximately 50 hours per week, to Umami and its subsidiaries. Other than Mssrs. Steindorsson and Fitzpatrick, each member of management currently devotes 100% of his working time to Umami and its subsidiaries.

There are no family relationships among any of the directors.

Executive officers serve at the pleasure of our Board of Directors. There are no arrangements or understandings between any officer and any other person pursuant to which such executive officer was or is to be selected as an executive officer. There are no family relationships between any executive officer, director or person nominated by us to become a director or executive officer.

OUR DIRECTORS

Our Board of Directors currently consists of five directors. The names of our directors, their ages as of November 14, 2011 and their positions with the Company are set forth below, followed by certain other information about them:

Name	Age	Position
Oli Valur Steindorsson	37	Chairman, President and Chief Executive Officer
James White	51	Director
Yukuo Takenaka	69	Director
Douglas Dunn	68	Director
Michael David Gault	43	Director

Set forth below is a brief biographical description of each of our directors. The primary individual experience, qualifications, attributes and skills of each of our directors that led to the Corporate Governance and Nominating Committee’s and Board’s conclusion that such director should serve as a member of the Board are also described in the following paragraphs.

Oli Valur Steindorsson’s biography is set forth under the heading “Our Executive Officers” above.

James White has been a director since January 2011. He has been the Managing Partner and President of Baynes & White Inc., a consulting and actuarial firm, from May 1993 to the present. Mr. White has served on the Board of Directors of Patricia Mining Corp. and Matamec Explorations Inc. and currently serves as a director and member of the audit committee of PC Gold Corp. and Auriga Gold Corp., all of which are Canadian public companies. He is also a member of the compensation committee of Auriga Gold Corp. We believe that Mr. White is qualified to serve on the Company’s Board of Directors due to his financial background and experience in the debt and equity markets.

Yukuo Takenaka has been a director since March 2011. He has been the President of Takenaka Partners LLC, an investment banking firm, since 1989. Mr. Takenaka is also currently a member of the Board of Directors of Carter Logistics LLC, EYE Lighting International of North America, Inc., and Hitachi Chemical Diagnostics, Inc. All three are non-publicly held companies. Mr. Takenaka received a Bachelors degree in accounting from the University of Utah. We believe that Mr. Takenaka is qualified to serve on the Company’s Board of Directors due to his financial background and investment banking experience.

Douglas Dunn has been a director since March 2011. He has been the Managing Partner of Dunn Associates, a real estate investment firm, since 2006. Mr. Dunn currently sits on the Board of Directors of Universal Stainless & Alloy Products, Inc. and Power Efficiency Corporation. Mr. Dunn is a member of the audit committee and compensation committee of both companies. Mr. Dunn received a PhD in business statistics from the University of Michigan, Ann Arbor. We believe that Mr. Dunn is qualified to serve on the Company’s Board of Directors due to his business background and public company experience.

Michael David Gault has been a director since June 30, 2010. He is one of the co-founders of Atlantis Group and has been the Chairman of that entity since 2006. Since August 2008, he has been the Chief Executive Officer of Guardtime Ltd., a software company maintaining an infrastructure for data security in cloud computing. He was a Managing Director at Barclays Capital from April 2005 until August 2008 where he was responsible for developing financial products for the Japanese market. From 1997 until 2005 he was a director at Credit Suisse. Mr. Gault brings more than 20 years diverse experience including stints in the military, academia, engineering and financial derivatives. He received a PhD in Electronic Engineering from the University of Wales. We believe that he is uniquely qualified to be a director as a result of his extensive international contacts and his banking relationships.

There are no arrangements or understandings between any director and any other person pursuant to which such director was or is to be selected as a director. There are no family relationships between any executive officer, director or person nominated by us to become a director or executive officer.

Election and Removal of Directors

All of our directors are elected at our annual meeting of stockholders to hold office until the next annual meeting of stockholders and until their successor is elected and qualified, or until such director’s earlier death, resignation or removal. All of our officers serve at the pleasure of the Board, subject to their contractual rights.

Corporate Governance

Director Independence

The Board of Directors considers Messrs. Dunn, Takenaka and White independent directors as that term is defined under the NYSE Amex Corporate Governance Rules.

Audit Committee

In March 2011, the Board of Directors established the Audit Committee. The Audit Committee is composed of three Directors, Yukuo Takenaka (Chairman), Douglas Dunn and James White. The Board has determined that each of the members of the Audit Committee is independent as that term is defined under the NYSE Amex Corporate Governance Rules. The Board has determined that Mr. Takenaka is an “audit committee financial expert” as defined by the SEC.

The Audit Committee is responsible for determining the adequacy of our internal accounting and financial controls, supervising matters relating to audit functions, reviewing and setting internal policies and procedures regarding audits, accounting and other financial controls, reviewing the results of our audit performed by the independent public accountants, and recommending the selection of independent public accountants. The Audit Committee adopted an Audit Committee Charter in June 2011.

Compensation Committee

In March 2011, the Board of Directors established the Compensation Committee. The Compensation Committee determines matters pertaining to the compensation and expense reporting of certain of our executive officers, and administers our stock option, incentive compensation, and employee stock purchase plans. The Compensation Committee has adopted a Compensation Committee Charter in June 2011. The Compensation Committee is presently composed of four Directors, James White (Chairman), Douglas Dunn, Michael Gault and Yukuo Takenaka. Other than Mr. Gault, each has been determined by the Board to be independent as that term is defined under the NYSE Amex Corporate Governance Rules and none of whom has been an employee of the Company.

Corporate Governance and Nominating Committee

In March 2011, the Board of Directors established the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for considering potential Board members, nominating Directors for election to the Board, implementing the Company’s corporate governance and ethics policies, and for all other purposes outlined in the Governance and Nominating Committee Charter, which is currently being drafted. The Corporate Governance and Nominating Committee is composed of Douglas Dunn (Chairman), James White and Yukuo Takenaka, each of whom the Board has determined to be independent as that term is defined under the NYSE Amex Corporate Governance Rules and none of whom has been an employee of the Company. The Corporate Governance and Nominating Committee adopted a Corporate Governance and Nominating Committee Charter in June 2011.

Conflicts of Interest

Messrs. Steindorsson, our President and Chief Executive Officer, and Gault, one of our directors, are directors of Atlantis Group hf, our majority shareholder and a significant source of liquidity for our operations. In addition, it acts as our exclusive sales agent in return for a sales commission. All transactions between us and Atlantis are subject to the review and approval of the Audit Committee. In addition, Messrs. Steindorsson and Gault will refrain from involving themselves directly in the negotiation of any transaction with Atlantis (or other related parties) on our behalf. The Board has also appointed Mr. Dunn to act as its lead director to give greater power to the independent directors.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, except as set forth below, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with during the fiscal year ended June 30, 2011.

Name	Form	Date Due	Date Filed
Oli Valur Steindorsson	Form 3	July 10, 2010	July 12, 2010
Dan Zang	Form 3	July 10, 2010	July 12, 2010
Oli Valur Steindorsson	Form 4	December 12, 2010	January 4, 2011
James White	Form 3	January 31, 2011	February 22, 2011
Vilhelm Gudmundsson	Form 3	November 30, 2010	March 9, 2011
Salander Holdings	Form 3	November 30, 2010	Not Filed
Yukuo Takenaka	Form 3	March 1, 2011	April 6, 2011

Item 11. EXECUTIVE COMPENSATION

The principal executive officer and principal financial officer of Lions Gate Lighting Corp. who resigned their positions on June 30, 2010, received no compensation through the year ended June 30, 2010. On June 30, 2010, Oli Steindorsson was appointed Chairman, President and Chief Executive Officer and Daniel Zang was appointed Chief Financial Officer and Secretary. Their employment contracts commenced on July 1, 2010. Directors received no compensation during the years ended June 30, 2010 and 2011.

The following table sets forth the compensation paid to the Company’s principal executive officer during the years ended June 30, 2011 and 2010. None of the other executives of the Company were paid compensation that is required to be disclosed herein.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Fiscal Year		Salary ($)			Bonus ($)		Option Awards ($)(1)		All Other Compensation ($)			Total ($)
Oli Valur Steindorsson		2011		250,000			—		—		—			250,000
President and Chief Executive Officer		2010		129,194	(2)		—		261,600		—			390,794

Dan Zang		2011		177,500			30,000		—		—			207,500
Chief Financial Officer		2010		77,320	(3)		—		98,100		—			175,420

Vilhelm Gudmundsson		2011		139,068			—		—		7,322	(4)		146,390
Chief Executive Officer of Oceanic Enterprises, Inc.

(1)	The amounts reported in the “Option Awards” column of the table above for each fiscal year reflect the fair value on the grant date of the option awards granted to the named executive officers during the fiscal year. These values have been determined under generally accepted accounting principles used to calculate the value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts reported above, please see the discussion of equity awards contained in Note (Stock Options and Warrants) to our consolidated financial statements, included elsewhere in this report.
(2)	This amount consists of compensation paid by Kali Tuna and represents 678,810 Croatian Kunas using an average conversion rate of 5.262 Kunas to the U.S. Dollar for the twelve-month period ended June 30, 2010.
(3)	Consists of consulting fees paid by Lions Gate Lighting Corp. to Mr. Zang from January 18, 2010 through June 30, 2010 prior to his commencing employment with us..
(4)	Consists of a company-paid automobile allowance.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Name (a)	Number of Securities Underlying Unexercised options (#) (b)	Option Exercise Price ($) (e)		Option Expiration Date ($) (f)	Number of Shares or Units of Stock that have not Vested (#) (g)
Oli Valur Steindorsson President and CEO	800,000	$	1.00	July 1, 2015	533,334
Dan Zang Chief Financial Officer	300,000	$	1.00	July 1, 2015	200,000

(1)	In accordance with the rules and regulations of the Securities and Exchange Commission, the table omits columns that are not applicable.
(2)	No person other than those listed in this table have been granted options.

Employment Agreements

Effective July 1, 2010, we entered into three-year employment agreements with Oli Valur Steindorsson, our Chairman, President and Chief Executive Officer, and Dan Zang, our Chief Financial Officer.

The term of each employment agreement will automatically be renewed for successive one-year terms unless either we or the employee provides, at least 90 days before the expiration day of the agreement, written notice to the other party that the agreement will not be renewed.

Mr. Steindorsson’s annual base salary is fixed at $250,000 and Mr. Zang’s is fixed at $179,000 which, in Mr. Zang’s case, included a $9,000 allowance for health insurance until we implemented a companywide health plan in May 2011. Annual reviews of both the base salary and bonuses, if any, are made at the Board’s discretion. Mr. Steindorsson and Mr. Zang were also granted five-year options to purchase 800,000 shares and 300,000 shares of our common stock, respectively, exercisable at $1.00 per share.

Each agreement includes standard termination provisions that cover both “for cause” and “without cause” termination circumstances. Specifically, we may terminate each employee’s employment during for cause as defined as follows:

(i) the employee having, in our reasonable judgment, committed an act which if prosecuted and resulting in a conviction would constitute a fraud, embezzlement, or any felonious offense;

(ii) the employee’s theft, embezzlement, misappropriation of or intentional and malicious infliction of damage to our property or business opportunity;

(iii) the employee’s repeated abuse of alcohol, drugs or other substances as determined by an independent medical physician; or

Each agreement provides that in the event of termination as a result of a change of control (as defined in the agreement), we will be required to pay the employee two times his annual salary. In addition, all unvested options granted under the agreement will vest immediately.

Mr. Steindorsson’s agreement provides that he will spend no less than 80% of his time working for us.

Compensation of Directors

To date, none of our directors have received compensation in their capacity as directors. We anticipate adopting a compensation plan for our non-executive directors that will include both cash and equity components for services to be granted at the discretion of the Board of Directors. We reimburse directors for reasonable travel expenses to attend Board meetings.

Stock Option Plan

The Company does not currently have an option plan. However, it is expected that the Board will adopt a stock option plan that will provide for the issuance of up to 5,000,000 shares of common stock (the “Plan”). Assuming that the Plan is ratified by the Company’s shareholders in accordance with applicable law, it is anticipated that under the Plan, options may be granted which are intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code of 1986 or which are not intended to qualify as Incentive Stock Options thereunder.

The primary purpose of the Plan will be to attract and retain the best available personnel for the Company in order to promote the success of the Company’s business and to facilitate the ownership of the Company’s stock by employees. In the event that the Plan is not ratified by shareholders, the Company may have considerable difficulty in attracting and retaining qualified personnel, officers, directors and consultants.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of October 31, 2011. The table sets forth the beneficial ownership of (i) each person who, to our knowledge, beneficially owns more than 5% of the outstanding shares of Common Stock; (ii) each director and executive officer; and (iii) all of our executive officers and directors as a group. The number of shares owned includes all shares beneficially owned by such persons, as calculated in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of Common Stock as to which a person has sole or shared voting power or investment power and any shares of Common Stock which the person has the right to acquire within 60 days of October 31, 2011, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. The address of each executive officer and director is c/o the Company, 1230 Columbia Street, Suite 440, San Diego, CA 92101.

Name of Beneficial Owner	Number of Shares	Percentage(1)

Atlantis Group hf Storhofda 15 110 Reykjavik Iceland (2)	30,258,948		49.7	%
Oli Valur Steindorsson (3)	34,625,614		56.9	%
Douglas Dunn	-0-		-0-
Michael David Gault (4)	30,258,948		49.7	%
James White	30,000		-0-
Yukuo Takenaka	-0-		-0-
Dan Zang (5)	100,000		*
Vilhelm Gudmundsson (6)	3,000,000		4.9	%
Miro Mirkovic	-0-		-0-
Salander Holdings (7) 4 V Dimech Street Floriana Frn 1504 Malta	7,000,000		11.5	%
Executive Officers and Directors as a Group (eight persons)	37,755,614		62.0	%

_______________________

* Denotes less than 1%

1)	Beneficial ownership percentages are calculated based on 59,512,066 shares of Common Stock issued and outstanding as of October 31, 2011. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. The number of shares beneficially owned by a person includes shares of Common Stock underlying options or warrants held by that person that are currently exercisable or exercisable within 60 days of October 31, 2011. The shares issuable pursuant to the exercise of those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite that person’s name, subject to community property laws, where applicable, unless otherwise noted in the applicable footnote.

(2)	Includes 258,948 shares issuable upon exercise of warrants.

(3)	Includes 30,000,000 shares and 258,948 shares issuable upon exercise of warrants owned by Atlantis of which Mr. Steindorsson may be deemed to be the beneficial owner in his capacity as Chief Executive Officer of that entity. Mr. Steindorsson disclaims beneficial ownership in the shares owned by Atlantis. In addition, includes 400,000 shares and 80,000 shares issuable upon exercise of warrants held by Aur Capital Inc. of which Mr. Steindorsson may be deemed a control person. It further includes 2,980,000 shares and 640,000 shares issuable upon the exercise of warrants held by Aurora Investments Ltd. of which Mr. Steindorsson may be deemed a control person. Also includes 266,666 shares issuable upon currently exercisable options. Does not include 533,334 shares issuable upon exercise of options that vest thereafter.

(4)	Consists of 30,000,000 shares and 258,948 shares issuable upon exercise of warrants owned by Atlantis of which Mr. Gault may be deemed to be the beneficial owner in his capacity as Chairman of that entity. Mr. Gault disclaims beneficial ownership in the shares owned by Atlantis.

(5)	Consists of shares issuable upon exercise of 100,000 currently exercisable options. Does not include 200,000 shares issuable upon exercise of options that vest thereafter.

(6)	Consists of shares held by MotoMax C.V. of which Mr. Gudmundsson’s wife is the sole shareholder.

(7)	The control person for Salander Holdings is Robert Gudfinnsson.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related parties are those parties which have influence with us, directly or indirectly, either through common ownership or other relationship. We have had transactions with Atlantis (as previously defined), including its wholly-owned subsidiary Atlantis Co. Ltd., (“Atlantis Japan”) and Aurora Investments ehf (“Aurora”, a shareholder of Umami which is indirectly owned by our Chief Executive Officer who is also a Director of Aurora).

Financing transactions

During July and September, 2010, we entered into a Line of Credit agreement and an amendment to the agreement, with Atlantis (the “Atlantis Agreement”), providing for a $15 million loan facility consisting of two components: a line of credit for the amount of $9.9 million and a term loan of $5.1 million. Through June 30, 2011, the amounts advanced under the Atlantis Agreement was approximately $18.6 million, which was used for the purchase of the initial 33% of Baja along with the financing of Baja's and Kali Tuna's operations, and for Umami corporate expenses. Atlantis was allowed to collateralize amounts owed by a pledge of certain of our inventory. While we exceeded the borrowing limit on the original credit facility, we were not in default as Atlantis consented to exceeding the loan facility up to $20 million. Funds advanced under the facility accrued interest at the rate of 1.0% per month which was earned monthly. Interest expense for the year ended June 30, 2011 was $1.0 million and was added to the outstanding loan balance. Cash payments of $0.5 million were made against the outstanding balance.

In July 2010, we entered into an agreement with Aurora (the “Aurora Note”), for loans totaling $2.3 million made to Umami. Funds advanced under the Aurora Note accrue interest at the rate of 1% per month and are payable monthly. In the event the interest is not paid monthly such amounts may be deferred, however the rate of interest changes to 1.5% per month for amounts accrued but unpaid. The amounts advanced under the Aurora Notes were used for the purchase of the initial 33% of Baja along with the financing of Baja's and Kali Tuna's operations, and for Umami corporate expenses. At June 30, 2011 no further amounts may be drawn under the Aurora Note. Interest expense for the year ended June 30, 2011 was $0.3 million. For the year ended June 30, 2011 we had paid $1.3 million in principal and interest on the Aurora Note. The remaining balance of the Aurora Note was settled with cash payments to Aurora in September 2011.

On February 11, 2011, Atlantis and Aurora agreed to refinance the amounts due from us. As part of the refinancing, Aurora assumed $8.0 million of the amounts due under the Atlantis Agreement. We consented to the refinancing as we believe that the terms of the resulting agreements are at least as favorable as under the individual agreements and extend the maturities of the amounts due to our benefit. In connection with the refinancing, we issued new notes to Aurora (the “New Aurora Notes”). The notes were due as follows: $4.0 million from January 31, 2012 to March 31, 2012 with the remaining $4.0 million due from January 31, 2013 to March 31, 2013. The notes bear interest at 1.0% per month, payable monthly, until March 31, 2012 at which time any outstanding balances will be assessed monthly interest of 1.25%. In May 2011, we were notified that Aurora had transferred $4.0 million of the notes to Atlantis (the “Aurora Transferred Notes”). The maturity dates for the notes transferred to Atlantis were February 2012, March 2012, January 2013 and March 2013. In July 2011 these notes were transferred into the Atlantis Credit Facility (defined below) and, accordingly, have been refinanced.

On March 15, 2011 Atlantis agreed to settle $8.9 million of the remaining outstanding balance owed on the Atlantis Agreement against a portion of the outstanding account receivable balance at that date for fish sold by us to Atlantis Japan. The remaining balance of the Atlantis Agreement was settled on June 30, 2011 against amounts receivable from Sales of Bluefin Tuna from Atlantis Japan (see below).

Financing transactions – Current Fiscal Year

In July 2010, we entered into credit agreements with Atlantis and Aurora. At June 30, 2011, our loan payable balances due to Atlantis and Aurora were $5.3 million and $4.3 million, respectively. During the year ended June 30, 2011, the largest aggregate amount of principal outstanding due to Atlantis and Aurora was $17.7 million and $9.4 million, respectively.

During the year ended June 30, 2011, we paid $0.5 million and $1.0 million in principal payments to Atlantis and Aurora, respectively.

Interest accrues on our related party loans with Atlantis and Aurora at a rate of 1.0% and 1.0% per annum, respectively. During the year ended June 30, 2011, we paid $0.3 million in interest to Aurora. We did not pay any interest to Atlantis in the year ended June 30, 2011.

On July 7, 2011 the Company entered into a credit facility with Atlantis that provided for a line of credit of up to $15.0 million (the “Credit Line”). This amount includes funds utilized for the refinance of $4.0 million of the Aurora Transferred Notes. New funds available under the credit line totaled $10.7 million (after deduction of fees and expenses). Principal amounts drawn due under the Credit Line bear interest at the rate of 1.0% per month on the average amount outstanding from time to time and is payable monthly and require payment of a 1.25% fee related to the advances. New funds can only be drawn through December 31, 2011 and the entire outstanding principal is due and payable on or before March 31, 2012. The Company’s obligations under the Credit Line can be secured by a portion of its Bluefin tuna inventory. Upon an event of default, all principal amounts and interest payments may be declared due and payable. In addition, a default rate of 1.5% per month will be in effect on all amounts then outstanding. Events of default include, in addition to standard occurrences, a change of control of the Company and the loss of any of the fishing licenses held by the Company's Croatian subsidiary. In the event of a default, if requested by the Company, Atlantis may collect any amounts due only from the proceeds of sales of biomass pledged under the Credit Line, as long as such sales are finalized no later than November 30, 2011. Any amounts then outstanding shall become due and payable upon collection of the proceeds of such sales, or December 31, 2011, whichever occurs earlier. In connection with the Credit Line, on each funding date, we will issue to Atlantis three-year warrants to purchase shares of the Company's common stock at $3.00 per share at the rate of 50,000 warrants for each $1.0 million advanced to us.

Through September 30, 2011, we have refinanced the $4.0 million of the Aurora Transferred Notes, drawn $1.1 million in cash and accrued $0.3 million in fees and interest expense related to the Credit Line. Also, Umami will issue approximately 260,000 warrants related to the amounts financed under this Credit Line through September 30, 2011.

Sales of Bluefin Tuna

For the year ended June 30, 2011, Atlantis Japan and other Atlantis subsidiaries purchased a total of $44.8 million (including $3.8 million prior to the completion of the acquisition of Baja) of Bluefin Tuna from our operations. At June 30, 2011, Atlantis Japan owed $1.9 million to us relative to such sales which have all been paid to us subsequent to June 30, 2011. There were no sales to Atlantis, Atlantis Japan or any of their subsidiaries for the year ended June 30, 2010.

Sales agency agreements

Contemporaneously with the completion of the Share Exchange, we entered into a sales agency agreement with Atlantis. Under the terms of the agreement, Atlantis was granted the exclusive right to sell, on our behalf, all of its Northern Bluefin Tuna products into the Japanese market. Following the acquisition of Baja, Umami agreed to extend the sales agency agreement to most of Baja's sales. We paid to Atlantis a commission of 2.0% of all net sales proceeds under the agreement. In October 2011, the agreement was terminated retroactively to June 30, 2011.

For the year ended June 30, 2011, substantially all of our sales, including sales to Atlantis Japan, were covered by this agreement. Commissions totaling $1.1 million have been accrued and are included in selling, general and administrative expenses in the Statement of Operations. At June 30, 2011, $0.6 million of the commissions were outstanding and were settled in September 2011.

In October 2011, we entered into a new sales agency agreement with Atlantis Japan, giving Atlantis Japan exclusive rights to sell our Bluefin Tuna in Japan. We will pay Atlantis Japan 2.0% for all sales up to 4.0 billion Japanese Yen (approximately $52 million) and 1.0% for all sales above that amount. Commissions under the agreement are payable quarterly. The agreement was made retroactive to July 1, 2011 and expires March 31, 2012.

Call Option Agreement and Termination

Contemporaneously with the completion of the Share Exchange, we entered into a call option agreement that granted us, until December 1, 2010, the right to purchase from Atlantis the following assets at the prices set forth below.

The patent and the U.S. ownership rights to Freshtec, a method to treat food, fish and meat to improve storage durability of the food being treated, at an option price of $2.3 million. The patent application is pending.

Factory equipment for food processing, packaging and processing using the Freshtec method, at an option price of $1.5 million.

Farming concession for up to 1,000 tons stocking rights for striped sea bass, yellow tail tuna and king fish with necessary farming equipment, at Todos Santos, Mexico, at an option price of $1.5 million.

The entire share capital in Havetorsk AS, Mausund, Norway, a Norwegian cod farming company, at an option price of $7.0 million.

The option exercise date was subsequently extended, except as it related to the Norwegian cod farming company (for which the option had expired) until the end of March 2011. In January 2011 we exercised the option and authorized our management to negotiate financing terms with Atlantis to acquire the above (except for the Norwegian cod farming company). In October 2011, Atlantis and Umami agreed to terminate the option.

Contributed Capital

In September 2011, in connection with the settlement of a placement agent agreement dispute, Aurora contributed various assets in support of the settlement.

Other

We purchased certain farming assets from an Atlantis Subsidiary for $300,000 prior to June 30, 2010 which amount was added to the amounts due under the Atlantis Agreement. In addition, we reimburse Atlantis for certain services provided as well as out of pocket expenses paid on our behalf. For the year ended June 30, 2011, a total of $700,000 was billed for services and reimbursements which were added to the amounts owing under the Atlantis Agreement.

From time to time, Atlantis, Aurora and Oli Steindorsson, our Chairman, President and Chief Executive Officer have provided loan guarantees and other credit support through their banking relationships and Atlantis has pledged Company shares it owns as collateral for certain financing transactions with private party lenders. Since fiscal year 2008, Atlantis, Aurora and Mr. Steindorsson have provided guarantees in connection with our debt facilities. In fiscal 2010 and 2011, Atlantis, Aurora and Mr. Steindorsson continued to provide other loan guarantees or other credit support for our benefit. A description of the credit agreements which include guaranties by these parties are as follows (monetary units in thousands):

Guarantor(s)

Lender

Borrowing Party

Facility

Interest Rate

June 30, 2011

June 30, 2010

Largest Aggregate Amount of Principal Outstanding During the Two Years Ended June 30, 2011 and 2010

Guarantee/Collateral

Atlantis

Erste&Steiermaerkische bank d.d.

Kali Tuna

HRK 19,240

5% variable*

—

3,258

3,582

Guarantee

Atlantis

Erste&Steiermaerkische bank d.d.

Kali Tuna

HRK 29,240

5% variable *

5,708

—

5,708

Guarantee

Atlantis

Erste&Steiermaerkische bank d.d.

Kali Tuna

HRK 30,000

5% variable *

5,856

—

5,856

Guarantee

Atlantis

Erste&Steiermaerkische bank d.d.

Kali Tuna

EUR 1,375

3M EURIBOR + 7%

—

1,675

1,867

Guarantee

Atlantis

Erste&Steiermaerkische bank d.d.

Kali Tuna

JPY 180,000

3M JPY LIBOR+6.5%

2,219

649

2,219

Guarantee

Atlantis

Private Investors

Umami

USD 2,750

6% for first 30 days, 9% for remainder of term

—

2,750

9.0 million of Umami shares held by Atlantis

Atlantis

Private Investors

Umami

USD 3,500

4.5%

—

3,500

10.0 million of Umami shares held by Atlantis

Aurora

Private Investors

Umami

USD 500

Nil

—

500,000

1.0 million of Umami shares held by Aurora

Atlantis

Private investors

Umami

USD 2,000

Nil

2,000

—

2,000

6.0 million of Umami shares held by Atlantis

* Interest rate as of June 30, 2011 or latest practicable date prior to repayment, if paid in full prior to June 30, 2011.

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

3. Exhibits:

The exhibits listed in the exhibit index of the Original Filing, the First Amendment, the Second Amendment, the Third Amendment and the exhibits listed in the exhibit index of this Amendment No. 4 to the Annual Report on Form 10-K are filed with, or incorporated by reference in, this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Amendment No. 4 to the Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of July, 2013.

	UMAMI SUSTAINABLE SEAFOOD INC.

	By:	/s/ Tim Fitzpatrick
		Tim Fitzpatrick
		Chief Financial Officer
		(Principal Financial Officer)

EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this Amendment No. 4 to the Annual Report on Form 10-K (and are numbered in accordance with Item 601 of Regulations S-K). Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.

Exhibit Number		Description


31.8^*		Certificate of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 28, 2013.

* Filed herewith.

Attached files

Stock widget

Investing forum

Umami Sustainable Seafood Inc. Reports

Also read