FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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

 

For the quarterly period ended JUNE 30, 2014

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from____________ to _____________

 

Commission file number 000-31385

 

GLOBAL FOOD TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

 

Delaware	52-2257546
(State incorporation)	(IRS Employer
	Identification No.)

 

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

 

559-589-0100

(Issuer’s telephone number)

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

 

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

 

Large accelerated filer ¨

accelerated filer ¨

non accelerated filer ¨

smaller reporting company x

 

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

 

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

 

Class	Outstanding as of July 31, 2014
Common stock, par value $0.0001	33,167,701

 

 

GLOBAL FOOD TECHNOLOGIES, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2014

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS	3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4. CONTROLS AND PROCEDURES	18
PART II - OTHER INFORMATION	18
ITEM 1. LEGAL PROCEEDINGS	18
ITEM 1A. RISK FACTORS	18
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4. MINE SAFETY DISCLOSURES	21
ITEM 5. OTHER INFORMATION	21
ITEM 6. EXHIBITS	22

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

ASSETS		June 30, 2014 (Unaudited)				December 31, 2013
Current Assets
Cash		$	34,723			$	78,468
Prepaid expenses			6,453				10,245
Total Current Assets			41,176				88,713
Property and Equipment, net			223,630				258,214
Other Assets			5,482				8,782
TOTAL ASSETS		$	270,288			$	355,709
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		$	45,687			$	142,082
Accrued liabilities			1,012,916				896,350
Notes payable – related parties			250,000				250,000
Convertible notes payable			2,156,000				1,546,000
Trade finance notes payable			689,423				689,423
Note payable			1,690,000				1,690,000
Total Current Liabilities			5,844,026				5,213,855
Stockholders’ Deficit:
Convertible Series C Preferred stock, $0.0001 par value, 1,500,000 shares authorized,  399,613 shares issued and outstanding, liquidation preference of $4.50 per share			40				40
Common stock, $0.0001 par value, 100,000,000 shares authorized, 33,167,701 and 33,115,701 shares issued and outstanding at June 30, 2014 and December 31, 2013 respectively			3,317				3,312
Additional paid-in capital			69,190,832				69,073,837
Accumulated deficit			(74,767,927	)			(73,935,335	)
Total Stockholders’ Deficit			(5,573,738	)			(4,858,146	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	270,288			$	355,709

 

See accompanying notes to condensed consolidated financial statements

 

 

GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2014				2013				2014				2013
Revenues		$	-			$	580,790			$	-			$	830,031
Cost of goods sold			-				533,069				-				770,305
Gross profit			-				47,721				-				59,726
Expenses
Marketing			78,020				305,321				191,999				412,069
General and administrative			178,860				225,016				415,291				516,589
Research and development			27,373				102,832				66,514				248,249
Depreciation			17,292				34,584				34,584				69,168
Interest			125,522				133,472				210,204				207,750
Total expenses			427,067				801,225				918,592				1,453,825
Gain on Legal Settlement			86,000				-				86,000				-
NET LOSS		$	(341,067	)		$	(753,504	)		$	(832,592	)		$	(1,394,099	)
Undeclared dividends on Preferred Stock			35,965				35,965				71,930				71,930
Net loss attributable to Common Stockholders			(377,032	)			(789,469	)			(904,522	)			(1,466,029	)
Loss per common share, basic and diluted		$	(0.01	)		$	(0.02	)		$	(0.03	)		$	(0.04	)
Weighted average common shares outstanding, basic and diluted			33,141,701				32,981,659				33,141,701				32,930,671

 

See accompanying notes to condensed consolidated financial statements

 

 

GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2014

(Unaudited)

 

		Preferred Stock Shares Amount								Common Stock Shares Amount								Additional Paid-in Capital				Accumulated Deficit				Total Stockholders’ Deficit
Balance, December 31, 2013			399,613				40				33,115,701			$	3,312			$	69,073,837			$	(73,935,335	)		$	(4,858,146	)
Common stock issued for accrued liabilities											52,000				5				116,995								117,000
Net loss			-				-				-				-				-				(832,592	)			(832,592	)
Balance, June 30, 2014			399,613				40				33,167,701			$	3,317			$	69,190,832			$	(74,767,927	)		$	(5,573,738	)

 

See accompanying notes to condensed consolidated financial statements

 

 

GLOBAL FOOD TECHNOLOGIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Six Months Ended March 31,
		2014				2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(832,592	)		$	(1,394,099	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			34,584				69,168
Changes in operating assets and liabilities:
Accounts receivable			-				(97,640	)
Inventory			-				364,320
Prepaid expenses			3,792				(1,788	)
Other assets			3,300				(1,230	)
Accounts payable			(96,395	)			159,672
Accrued liabilities			233,566				160,567
Net cash used in operating activities			(653,745	)			(741,030	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable			610,000				-
Proceeds trade finance from notes payable			-				50,000
Principal payments on trade finance notes payable			-				(40,000	)
Sale of common stock and warrants, net			-				386,900
Net cash provided by financing activities			610,000				396,900
NET DECREASE IN CASH			(43,745	)			(344,130	)
CASH – BEGINNING OF PERIOD			78,468				411,265
CASH – END OF PERIOD		$	34,723			$	67,135
SUPPLEMENTAL DISCLOSURES
Interest paid in cash		$	53,631			$	77,152
Non-cash financing transactions:
Issuance of common stock for accrued  liabilities		$	117,000			$	117,000

 

See accompanying notes to condensed consolidated financial statements

 

 

GLOBAL FOOD TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014

 

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

 

Global Food Technologies, Inc., a Delaware corporation, (“GFT”, “we”, “our” or the “Company”) is a life sciences company focusing on (1) the commercialization of food safety applications for our proprietary scientific food processing technologies, which are currently focused on increasing the quality and value of commercially packaged seafood (and may expand to poultry and other meats), and making these products safer for human consumption by reducing disease-causing bacteria; (2) our iPura^® Food Safety and Quality Assurance Service Program (“The iPura^® Program”), which is a comprehensive food safety and quality assurance program focused on the execution of extraordinary food safety measures at the source of food production to increase the safety and quality of the food; (3) the promotion and sales of food products that have been treated under the iPura^® Program and bear our iPura^® consumer food safety seal; and (4) licensing of the iPura^® seal.

 

The Company is a registrant under rules and regulations of the United States Securities and Exchange Commission (“SEC”) but has not yet obtained a listing on any stock exchange.

 

Going concern

 

The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2014, the Company has an accumulated deficit approximating $74,800,000, and for the six months ended June 30, 2014, negative cash flows from operations of approximately $654,000. Additionally, the Company has negative working capital at June 30, 2014 of approximately $5,800,000, and notes payable with an aggregate face value of $63,297 are past due and in default. The Company’s ability to continue as a going concern is predicated on its ability to raise additional capital, increase sales and margins, and ultimately achieve sustained profitable operations. The uncertainty related to these conditions raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Based on the Company’s cash balance at June 30, 2014, management estimates that it will need to raise additional capital in the amount of approximately $100,000 per month to cover operating and capital requirements for the remainder of the 2014 fiscal year and subsequent periods until such time that the Company is able to resume generating revenues. Management plans on raising the additional needed capital through issuing additional shares of common stock or other equity securities, or obtaining debt financing. In addition, management will explore commercial and joint venture financing opportunities if and when they arise. Although management has been successful to date in raising necessary funding, there can be no assurance that required future financing can be successfully completed on a timely basis, or on terms acceptable to the Company. Any capital raised may involve issuing additional shares of common stock or other equity securities, or obtaining debt financing.

 

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary in order to make the financial statements not misleading, have been included. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K and 10-K/A for the year ended December 31, 2013, filed with the SEC on March 28, 2014 and April 11, 2014, respectively. The results of operations for the quarter ended June 30, 2014 are not necessarily indicative of the results expected for a full year or for any future period. The condensed consolidated balance sheet as of December 31, 2013 and any related disclosures have been derived from the December 31, 2013 audited financial statements filed in the Company’s 2013 Form 10-K and 10-K/A.

 

Principles of consolidation

 

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

 

Accounting policies

 

Use of Estimates

 

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

 

Revenue Recognition

 

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

 

Inventory

 

The Company records inventory at the lower of cost (first-in, first-out) or market.  Market is determined by comparison with recent sales or net realizable value. Management reviews the carrying value of inventory in relation to its sales history and industry trends to determine an estimated net realizable value. Changes in economic conditions or customer demand could result in obsolete or slow moving inventory that cannot be sold or must be sold at reduced prices and could result in an inventory reserve. The Company did not have any inventory or inventory reserves at June 30, 2014 or December 31, 2013.

 

 

Property and Equipment

 

Property and equipment are stated at cost and consists of our iPura systems equipment. Depreciation is computed using the straight line method based on the estimated useful lives of the assets, all estimated at five years. There are no capitalized leasehold improvements. The two operational equipment iPura^TM systems are located in China at June 30, 2014. The two systems in China were capitalized at an installed cost of $691,664 with related accumulated depreciation of $468,034 and $433,450, respectively, as of June 30, 2014 and December 31, 2013. Two other systems that have not been placed in service have been fully impaired as of June 30, 2014 and December 31, 2013.

 

Long-lived Assets

 

We review long lived assets for events or changes in circumstances that indicate that their carrying value may not be recoverable. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results.

 

Loss per Common Share

 

Basic and fully diluted cost per common shares for the three months ended June 30, 2014 were the same as potential common shares, consisting of 399,613 common shares underlying outstanding convertible Series C preferred stock, 9,707,821 common shares underlying outstanding warrants and 1,345,000 common shares underlying outstanding stock options have been excluded from the loss per share calculation, as their inclusion would be antidilutive.

 

Subsequent Events

 

Management has evaluated events subsequent to June 30, 2014 through the date that the accompanying condensed consolidated financial statements were filed with the Securities and Exchange Commission for transactions and other events which may require adjustment of and/or disclosure in such financial statements.

 

Reclassifications

 

Certain reclassifications have been made to the December 31, 2013 condensed consolidated financial statements to conform to the June 30, 2014 presentation.

 

2. Trade Finance Notes Payable

 

As an alternative to commercial trade financing and factoring, the Company instituted a program of issuing one year promissory notes, at the time secured by inventory or iPura equipment systems, with annual interest rates from 8.2% to 9.0%. The funds are received and controlled by a third party custodian. The notes are unsecured. At June 30, 2014 and December 31, 2013, the Company owed $689,423 in trade financing debt. Individual notes mature on their anniversaries throughout 2014 and based on past renewal activity the Company expects that the majority will be renewed upon maturity. As of June 30, 2014, $63,297 of the debt is currently in default. Currently, the Company does not have the ability or resources to repay such loans if the debt is a) not renewed or b) a demand is made for repayment in full when due.

 

 

3. Convertible Notes Payable

 

In 2010, the Company borrowed $126,000 from a third party. The note had a one year term and was renewed at its maturity. The note is now due in July 2015, bears annual interest of 9%, is unsecured, and is convertible into common stock at any time at a fixed price of $4.50 per share. An additional $120,000 was borrowed from the same third party in 2010 and 2011 in the form of two one year notes bearing interest of 9% one of these notes was renewed at maturity and are now due in June 2015. The original note included 14,000 warrants, with an exercise price of $7.00 per share and a term of 2 years. Currently, the Company does not have the ability or resources to repay such loans along with accrued interest if a demand is made for repayment.

 

In August 2013, a debt financing facility for a total commitment of $1.6 million was finalized with an existing shareholder. All of the commitment has been received and the balance owed at June 30, 2014 is $1,600,000. The debt carries simple interest at 3% payable at maturity. The facility has a term of one year and is renewable for one additional year at the option of the Company. Both principal and interest, all or in part, are convertible into shares of the Company’s Common Stock, at any time at the election of the lender, at the rate of $2.39 per share. Currently, the Company does not have the ability or resources to repay such loan along with accrued interest, if a demand is made for repayment in full at the maturity date of August 2014.

 

On May 1, 2014, an additional debt financing facility for a total commitment of Five Hundred Fifty Thousand ($550,000) was finalized with an existing shareholder. Upon signing, the Company received initial loan proceeds of $230,000. The commitments include loans for an additional $320,000 in four tranches of $80,000 each due on the first of each subsequent month, beginning on June 1, 2014. As of June 30, 2014, the balance owed on this debt was $310,000. The debt carries simple interest at 3% payable in Common Stock at maturity. The facility has a term of one year and is annually renewable for an additional year at the option of the Company. The principal is convertible into shares of the Company’s Common Stock, at any time at the election of the lender, at the rate of $2.39 per share. Currently, the Company does not have the ability or resources to repay such loan along with accrued interest, if a demand is made for repayment in full at the maturity date of May 2015.

 

4. Notes Payable - Related Parties

 

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

 

5. Note Payable

 

In November 2010, a stockholder resident in the United Kingdom loaned the Company $1,300,000 on a six month note bearing interest at 18% per year. The note was extended for an additional six months and has been renewed at each maturity for an additional six months. The May, 2014 renewal involved issuing a renewal bonus of $58,500, charged to interest expense and paid in shares of common stock at $2.25 per share, to reduce the interest rate to 9% per year. The first six month renewal bonus was paid in November 2011 with the issuance of 26,000 shares. Additional 26,000 share issuances were made at each subsequent renewal in May and November. Interest is payable at maturity in shares of Company common stock at the rate of $2.25 per share and is recorded as interest expense ratably as incurred. At the sole option of the lender, the principal may also be converted into shares of Company common stock at the fixed rate of $2.25 per share. The Note is secured by all of the assets of the Company and is subordinate to the 2006 shareholder note of $250,000. The note has been renewed with a new maturity date of November 2014. Currently, the Company does not have the ability or resources to repay such loan along with accrued interest, if a demand is made for repayment in full at the maturity date of November 2014.

 

 

In 2006, we arranged for three loans aggregating $290,000 from a Director of the Company. Two of the loans aggregating $190,000 are demand loans and bear interest of 8%. The third loan for $100,000 matured July 18, 2006, and was repaid on its due date. Additional consideration for the three loans was approved by the Company’s Board of Directors in August 2006, in the form of warrants to purchase 29,000 shares of common stock. The warrants are exercisable at $4.50 per share for two (2) years from the date of repayment. In August 2006, we arranged for a fourth loan, a six month bridge loan, for $100,000 from the Director bearing interest at 8%. The loan was renewed each subsequent maturity for an additional six months and now matures in November 2014. In November 2010, for the same 12% interest rate, the Company borrowed an additional $100,000 from such director, due on demand. The current indebtedness to the Director is $390,000, all of which is unsecured. The Director resigned his position in 2013 and is no longer affiliated with the Company. Currently, the Company does not have the ability or resources to repay such loan along with accrued interest of approximately $195,000, if a demand is made for repayment in full.

 

6. Stockholders’ Deficit

 

Common Stock Issuances

 

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

 

In the three month period ended June 30, 2014, there were no issuances of common stock or warrants to purchase common stock for cash.

 

During the three months ended June 30, 2014, a total of 52,000 shares of common stock valued at $117,000, were issued for accrued interest.

 

7. Commitments and Contingencies

 

On May 15, 2014, we settled the litigation involving a property lease in Hanford for a commitment to pay $50,000 cash on or before November 15, 2014. The lawsuit was the culmination of a 3 year dispute over various aspects of the lease and occurred with the change of ownership of the property. An amount of $136,000 was previously accrued in this matter. Accordingly, the Company recorded a gain on settlement of $86,000 during the quarter ended June 30, 2014.

 

 

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

 

Company Overview

 

The iPura® brand and seal is anchored with a descriptive and lasting slogan:

 

“The Highest Standard in Food Safety™”.

 

·

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

·

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

·

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

·

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

 

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

 

·

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

·

Intelligent packaging of product.

·

Product traceability of handling and temperature.

·

An independent third party certification of standards.

·

A unique product insurance that follows the iPura® labeled product throughout the distribution chain.

·

A distribution chain and consumer “pull through” marketing program promoting iPura® as “The Highest Standard in Food Safety™.”

 

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

 

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

 

In 2009, we completed the installation of our iPura^® System at a food processor located in China, Tongwei (Hainan) Aquatic Products Co., and began producing our first order of inventory and selling it in the United States. We have installed at another processor in China, the “Evergreen Aquatic facility” that previously was operational after production commenced in late 2012. Two other systems are in storage, one at our Visalia, California warehouse facility and one in Vietnam at Caseamex, our contract processor. Since we did not have any sales or orders in the second half of 2013 or the first half of 2014, none of these iPura^® Systems processed any seafood in the second half of 2013 or first half of 2014.

 

From the commencement of our research and development activities in 2001, we have raised substantial equity capital to fund the development of our iPura® System. At June 30, 2014, the Company has accumulated losses approximating $74,800,000 and has incurred negative cash flow from operating activities of approximately $654,000 for the six months ended June 30, 2014. Additionally, the Company has negative working capital at June 30, 2014. Research on our first generation prototype was completed in 2004, and development and refinement on the commercial system design continued through 2005, especially adapting the system to processing salmon. The collapse of the Chilean salmon industry shifted our focus to China produced tilapia and Vietnamese produced swai (catfish), for which production systems were installed. Continued development has resulted in a more efficient, less labor intensive and more easily maintained processing systems as well as adaptions for other seafood species.

 

 

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

 

In addition to seafood, GFT is developing the iPura Poultry Program for domestic poultry production. In July 2014 GFT submitted a proposal to the Food Safety Inspection Service (FSIS) of the United States Department of Agriculture (USDA) for an in plant trial of the iPura Poultry Program. The success of this program could create a service revenue for GFT on a cents-per-pound charge. If successful, GFT intends to operate this model as a service model which will avoid the cost of purchasing, marketing and distributing the product. The interventions created under the poultry program will be the basis of the creation of iPura programs for meat, pork and turkey.

 

Distribution and Marketing Plan

 

Management believes that it is commercially feasible to create recurring revenue streams through service, sales, and licensing to capitalize on the potential of our proprietary technologies, market opportunities and human resources. We previously identified four potential price-per-pound revenue models and in each model, GFT would provide the daily on-site service to maintain control of The Highest Standard in Food Safety and Quality. The models are discussed in the Company’s Annual Report on Form 10-K and 10-K/A for the year ended December 31, 2013, filed with the SEC on March 28, 2014 and April 11, 2014, respectively.

 

We previously had iPura® sales in the U.S. markets through the “importer model” and “private label brand manufacturer model” (co-branding). This allowed the iPura® brand to gain a limited amount of market recognition. However, after Safeway discontinued ordering our products, we have not had any sales since the first half of 2013.

 

Due to resource constraints and our lack of inventory financing, our current plan is to combine two of the models by selling to the retailer a food safety program for customer communication and brand support based on the benefits if the iPura program. The retailer would be charged a nominal cents per pound charge for the benefits of the iPura Program. We would then enter into contracts with select distributors/importers to handle the purchase of the iPura Program treated seafood from the processors as well as the shipping, importing and storage. Under this method selected distributor/importers would be strategic partners by absorbing the management and costs of logistics and carrying inventory.

 

 

We are now negotiating with two large seafood importers/distributors to provide iPura treated tilapia from China, swai from Vietnam and salmon from Chile. These importers are well capitalized and have distribution in most of the major retailers in the US. GFT is seeking a service fee based on cents per pound of iPura treated product. If this model is successful it will relieve GFT of the capital required to purchase, import, sell and distribute those products in the US. Successful completion of contracts could require an exclusive for a limited amount of time. There can be no assurance that we will successfully conclude these negotiations and, at this time, we cannot provide any estimate as to when the negotiations will be completed. If we enter into contracts with these imports, we cannot at this time provide any estimate regarding the anticipated volume of business.

 

 

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

 

One of the most important direct marketing opportunities of the year is presented at the International Boston Seafood Show, held in March. We have had a noticeable presence and were staffed with the sales and marketing team. We had the opportunity to meet with top executives from our target prospect list as well as to conduct interviews with media to promote the iPura® brand and private label business.

 

Consumer marketing currently is limited to a social media presence. Most of our retail sales, such as at grocery stores, were made to customers without any prominent iPura® branding. For any future retail sales that we are able to generate, we hope to improve point-of-sale branding and have developed descriptive brochures and educational materials for display at various supermarkets where seafood with the iPura® seal is sold. The Social Media core tools: Facebook, Twitter, YouTube and Blogger are used to publicize iPura within industry thought leaders and directly to consumers.

 

Processor and Distribution Agreements

 

We now have two iPura systems installed under installation and supplier agreements with two separate processors, both in China. The first Chinese processor, Tongwei, began producing tilapia fillets in 2009 as our historical source of product. The second processor at Evergreen Aquatic in China was in production producing tilapia as a second source for Safeway. A third system is on standby in Vietnam having been installed in Caseamex for production of pangasius/swai (a catfish). Since we have had no sales since the first half of 2013, these iPura^® Systems did not process any seafood in this quarter.

 

Under these agreements, GFT is generally responsible for the cost of manufacturing, fabricating and installing the iPura® System at the processors’ facilities, with the processors providing power and utility connections and certain other operating expenses.   Our iPura® System is typically installed onto one or two processing lines at the processors’ facilities.  Our iPura® System are operated or supervised by GFT personnel, at GFT’s expense.  Seafood processed through our iPura® System will then be packaged and labeled with our iPura® seal.  In the future, we may act as brokers for selected retailers and distributors and not be the importer and reseller. The agreements have original terms but renew automatically. We have obtained most favored nations pricing with respect to seafood purchased under all of the agreements. None of the agreements have any minimum purchase requirements.

 

 

We have received limited purchase orders to date for our products, and had no sales since the first half of 2013, since the termination of orders by Safeway. We continue to pursue sales opportunities with certain select U.S. grocery store retailers and importers, although we cannot be certain that our efforts will be successful or that we will be able to resume generating sales and revenue.  Without inventory financing we intend to pursue brokering the iPura product to other importers for distribution to our customers (as described above), since our “importer” model requires significant working capital and inventory financing.

 

Liquidity and Capital Resources

 

At June 30, 2014, the Company has an accumulated deficit approximating $74,800,000, and for the six months ended June 30, 2014, negative cash flows from operations of approximately $654,000. Additionally, the Company has negative working capital at June 30, 2014 of approximately $5,800,000, and notes payable with an aggregate face value of $63,297 are past due and in default. The Company’s ability to continue as a going concern is predicated on its ability to raise additional capital, increase sales and margins, and ultimately achieve sustained profitable operations. The uncertainty related to these conditions raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Historically, our primary source of cash has been the sale of equity instruments to investors, as well as loans and debt instruments. At times, debt instruments have been a larger source of financing than stock sales. Although we are continuing to pursue sales opportunities and hope to resume generating revenue from resumed sales of seafood processed with our iPura® Systems within the next 12 months, there can be no assurances that these sales efforts will be successful. In addition, if we are able to resume sales in the next twelve months, any such revenues that are generated are not expected to cover our operating expenses.

 

Based on our cash balance as of June 30, 2014, we are in need of immediate additional financing to fund our current operating and working capital requirements. Furthermore, we believe that we will need approximately $100,000 per month to cover operating expenses and capital requirements for the remainder of the 2014 fiscal year and subsequent periods until such time that the Company is able to resume generating revenues. If we are unable to reach an agreement with an importer to cover inventory costs, then we would also need a financing vehicle or a line of credit to finance the inventory of iPura® product. The amount of capital required will vary depending on a variety of factors, many of which are beyond our control. We cannot provide assurance that funds from our future operations or funds provided by our current financing activities will meet our capital requirements, and in that event, we will continue to seek additional sources of financing to maintain liquidity. Any additional capital we raise will likely involve issuing additional shares of common stock or other equity securities, or obtaining debt financing, which could be convertible into equity securities. However, at this point, we have not specifically identified the type or sources of this required funding.

 

As of June 30, 2014, we had trade indebtedness in the ordinary course of business as well as other debt in the form of continuing short term loans due on demand of $250,000 from a non-principal shareholder, which is secured by all Company assets, including any intellectual property assets. Currently, the Company does not have the ability or resources to repay such loan along with accrued interest, if a demand is made for repayment in full.

 

In August 2013, a convertible debt financing facility for a total commitment of $1.6 million was finalized with an existing shareholder. The last of the commitment was received in February 2014 and the principal balance on the one year note is $1,600,000 at June 30, 2014. Such debt financing facility has been renewed in August 2014. An additional convertible debt facility was established in May 2014 in the amount of $550,000 with $310,000 received as of June 30, 2014 and three instalments of $80,000 to be received monthly in the third quarter.

 

 

We also have other convertible notes payable totaling $246,000 payable to a third party. The notes mature in June and July 2015, respectively. Currently, the Company does not have the ability or resources to repay such loans along with accrued interest if a demand is made for repayment.

We had implemented a trade financing program for individual accredited investors as an alternative to traditional commercial inventory financing and factoring. This financing program issued one year promissory notes, secured by inventory and equipment, with annual interest rates from 8.2% to 9.2%. The notes are currently unsecured. At June 30, 2014, the Company had $689,423 in these one year notes. They mature on their anniversaries throughout 2014 and, based on past renewal activity we expect that the majority will be renewed upon maturity. $63,297 of this debt is currently in default.

 

In 2010, a stockholder resident in the United Kingdom loaned the Company $1,300,000 on a six month note bearing interest at 9% per year. The note has been extended for an additional six months at each maturity date and now matures in November 2014. Pursuant to a security agreement, the note is secured by all of the assets of the Company and is subordinate to a 2006 related party note of $250,000. We also have other short term notes payable totaling $390,000 from a former Director of the Company, of which $290,000 is due on demand and $100,000 is due in November 2014.

 

Currently, we do not have the ability or resources to repay any of such loans a) when due or b) if a demand is made for repayment. In such event, the secured lenders could foreclose on all of our assets as part of its security interest.

 

We are actively pursuing all potential financing options as we look to secure additional funds both to stabilize and to grow our business operations. Our management will review any financing options at their disposal, and will judge each potential source of funds on its individual merits. Since we have not located any commercial bank inventory financing, we continue to seek options for inventory debt financing with other private parties, or to have an importer carry such inventory costs, as described in more detail above. We cannot provide assurance that we will be able to secure additional funds from debt or equity financing, as and when we need to, or if we can, that the terms of this financing will be favorable to us or our stockholders. We have from time to time also explored commercial and joint venture financing opportunities and relationships with potential processor/customers, and expect to continue to seek out such potential arrangements.

 

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

 

Results of Operations

 

Sales:

 

The Company had no sales revenue in the quarter ended June 30, 2014 due to lapse in the long term relationship with Safeway, described in more detail below. The sales revenue in the comparable 2013 period was $580,790, solely attributable to sales to Safeway.

 

 

In 2012, we negotiated with Safeway, Inc. to expand our product offering to a co-branded two pound bag. Raw product pricing mandated that we should have a dual source for the tilapia product for Safeway, which required the installation of an iPura processing system in the Evergreen Aquatic processor. After successfully dual sourcing tilapia product, we anticipated an increase in volume from Safeway and applied a transparent pricing model of “cost plus,” which is computed on a 25 cent per pound gross profit margin. While sales did resume and continued for the first six months of 2013, Safeway rescinded acceptance of this “cost plus” model and the Company had to bear the actual costs, which reflected extended expensive cold storage warehousing, non-optimum delivery quantities and special labeling. After segregating special labeling as a branding cost, gross margins for Safeway became uneconomical and pricing agreements could not be reached. Intermittent communication continues with Safeway but no orders are expected in the foreseeable future. This represents a significant setback to our sales and marketing efforts.

 

Expenses:

 

Our net loss for the quarter ended June 30, 2014 was $341,067, compared to $753,504 for the comparable period in 2013, a decrease of 55%. Operating expenses decreased significantly between the periods giving rise to the reduction in net loss. Marketing costs decreased 75% in the three months ended June 2014 compared to the same period in 2013; general and administrative costs decreased 59% and research and development costs decreased 73% in the comparable three month periods. The operating cost savings of 69% (or $434,916) are solely due to scaling back activity, discretionary costs and personnel costs in a strategy refocusing.

 

The operating cost reduction of 43% , from $1,176,907 to $673,804 for the six month periods ended June 30, 2014 and 2013 respectively, 53% for marketing, 20% for general and administrative and 73% for research and development, are similarly due to the causation in the three month periods of scaling back activity, discretionary costs and personnel costs in a strategy refocusing.

 

Interest expense increased an average of 3% between both the three and six months 2014 and 2013 periods reflecting the addition of full amount of the new debt facility of $1,600,000, offset by the $688,000 reduction of trade finance debt during the year.

 

Depreciation expense reduced 50% between both the three and six months 2014 and 2013 periods as a result of the impairment of the iPura system in Vietnam which was removed from service leaving one iPura system in China in service.

 

The cash used in operations decreased by approximately $87,000 or 12% between the comparable three month periods, resulting from the reduced level of activity represented by the lower net loss and the timing of cash payments to vendors and from customers.

 

Off Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

Customer and Supplier Concentration

 

Our revenue for the six months ended June 30, 2013 was primarily derived from Safeway, Inc. After the failure of negotiations over the appropriate pricing model, we ceased all sales to Safeway in the third quarter of 2013, which has had a material, negative impact on our revenue. We cannot currently estimate anticipated future customer concentration levels, given the current lack of sales.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES

 

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

 

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

 

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

 

Changes in Internal Control Over Financial Reporting

 

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

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

On May 15, 2014, we settled the litigation involving a property lease in Hanford for a commitment to pay $50,000 cash on November 15, 2014. Each party will pay its own attorneys’ fees. An amount of $160,000 was previously accrued in this matter. The lawsuit was the culmination of a 3 year dispute over various aspects of the lease and occurred with the change of ownership of the property. An amount of $136,000 was previously accrued in this matter. Accordingly, the Company recorded a gain on settlement of $86,000 during the quarter ended June 30, 2014.

 

ITEM 1A. RISK FACTORS

 

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

 

 

Cautionary Information Regarding “Forward-Looking Statements”

 

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

 

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

 

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

 

·

our ability to resume sales, and generate revenue;

 

·

whether we can successfully partner with a distributor/importer to allow us to generate sales with lower capital and financing costs;

 

·

whether we will be able obtain additional financing to continue or expand operations and to finance inventory costs, and the terms on which we will be able to obtain this financing, if at all;

 

·

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

 

·

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

 

·

our dependence on a small number of customers and suppliers

 

·

our ability to timely replace the loss of sales to Safeway, Inc.;

 

·

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

 

·

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

 

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

whether the introduction of the iPura™ brand will succeed in creating preferences with the consuming public;

 

·

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

 

·

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

 

·

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

 

·

the possible impact from competing products or technologies;

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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

 

 

·

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

 

·

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

 

·

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

 

·

threats or acts of terrorism or war; strikes, work stoppages or slow downs by labor organizations in any countries in which we conduct business; and

 

·

natural or man-made disasters that could adversely impact the industries or countries in which we conduct business.

 

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

 

Sales of Unregistered Securities

 

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

 

During the three months ended June 30, 2014, a total of 52,000 shares of common stock valued at $117,000, were issued for accrued interest to existing lenders.

 

Purchases of Equity Securities

 

We are required by the Securities Act of 1933 to disclose, in tabular format, any repurchases of our securities during this reporting period. We did not repurchase any of our securities during this reporting period, and accordingly, we have eliminated such table.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

As of June 30, 2014, approximately $63,297 of long term debt was in default. Additionally, as noted above under “Liquidity and Capital Resources” in Part I, Item 2, we have certain notes that are due upon demand. We do not currently have the resources to repay such notes if demands for immediate payment in full were made.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

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

 

None.

 

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

 

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

 

 

ITEM 6. EXHIBITS

 

Exhibit No.	Description
3.1 (1)	Restated Certificate of Incorporation dated October 18, 2005.
3.2 (1)	Second Amended and Restated Bylaws as of August 31, 2005.
3.3 (2)	Certificate of Designation of Rights, Preferences and Privileges – Series B Preferred Stock
3.4 (3)	Certificate of Designation of Rights, Preferences and Privileges – Series C Preferred Stock
4.1 (4)	Debt Facility for $1,600,000 dated  August 1, 2013
4.2 (5)	Debt Facility for $550,000 dated May 1, 2014
31.1*	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1‡	Certification of Chief Executive Officer and Chief Financial Officer pursuant to pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley  Act  of  2002

 

* Filed herewith

 

‡ Furnished herewith.

 

(1)

Filed on November 23, 2005 as an exhibit to our Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2005 and incorporated herein by reference.

(2)

Filed on July 15, 2009, as an exhibit to our Report on Form 8-K and incorporated herein by reference.

(3)

Filed on December 11, 2009, as an exhibit to our Report on Form 8-K and incorporated herein by reference.

(4)

Filed on November 14, 2013 as an exhibit to our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 and incorporated herein by reference

(5)

Filed on May 14, 2014 as an exhibit to our Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2014 and incorporated herein by reference

 

 

SIGNATURES

 

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

 

	GLOBAL FOOD TECHNOLOGIES, INC.
Dated: August 12, 2014	By:	/s/ Keith Meeks
	Keith Meeks, President and
	Chief Executive Officer
	(PRINCIPAL EXECUTIVE OFFICER)
Dated: August 12, 2014	By:	/s/ Marshall F. Sparks
	Marshall F. Sparks, Chief Financial Officer
	(PRINCIPAL ACCOUNTING OFFICER)