Umami Sustainable Seafood (UMAM) 8-K/A Financial Statements and Exhibits

Baja Aqua Farms, S.A.

Statements of Financial Position

As of 6/30/2010

(unaudited)

(in thousands)

	Baja
Current assets:
Cash and cash equivalents	$	86
Accounts receivable, trade		5,884
Accounts receivable, related party		17
Inventories		15,124
Other current assets		2,019
Total current assets		23,130
Property and equipment, net		3,489
Other assets		416
Total assets	$	27,035
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade		1,844
Accounts payable to related parties		5,122
Total current liabilities		6,966
Long term notes payable		-
Total liabilities		6,966
Commitments and contingencies
Stockholders’ equity:
Common stock		33,913
Additional paid-in capital		68
Retained earnings		(13,912	)
Accumulated other comprehensive income		-
Total Baja stockholders’ equity		20,069
Total liabilities and stockholders’ equity	$	27,035

Baja Aqua Farms S.A. de C.V.

Statements of Operations

Six months ended 6/30/2010 and 6/30/2009

(unaudited)

(in thousands)

	6/30/2010			6/30/2009
Net revenue	$	5,106		$	7,637
Cost of goods sold		(4,628	)		(4,438	)
Gross profit		478			3,199
Selling, general and administrative expenses		(5,181	)		(1,996	)
Operating income (loss)		(4,703	)		1,203
Other income (expenses), net		(82	)		2,421
Financing cost		(501	)		(705	)
Income (loss) before provision for income taxes		(5,286	)		2,919
Income tax provision		-			-
Net income (loss) from continuing operations		(5,286	)		2,919
Net loss from discontinued operations		(144	)		(319	)
Net income (loss)	$	(5,430	)	$	2,600

Baja Aqua Farms S.A. de C.V.

Statements of Cash Flow

Six months ended  6/30/2010 and 6/30/2009

(unaudited)

(in thousands)

	Six months ended			Six months ended
	June 30, 2010			June 30, 2009
Operating Activities
Net gain / (loss)	$	(5,286	)	$	2,919
Net (loss) from discontinued operations		(144	)		(319	)
Adjustments to reconcile to net cash used in operating activities:
Depreciation		246			214
Deferred income taxes		(13	)		(2	)
Changes in assets and liabilities:
Accounts receivable, trade		922			269
Accounts receivable, related parties		(1,087	)		(3,721	)
Inventories		(2,793	)		1,142
Other current assets		(1,438	)		(1,180	)
Accounts payable, trade		(830	)		(8,210	)
Accounts payable to related parties		1,693			(7,274	)
Net cash from / (used in) operating activities of continuing operations		(8,730	)		(16,162	)
Net cash from / (used in) operating activities of discontinued operations		(4,893	)		6,694
Net cash from / (used in) operating activities		(13,623	)		(9,468	)
Investing activities
Purchases of property and equipment		(562	)		-
Sale of fixed assets		-			454
Net cash from / (used in) investing activities of continuing operations		(562	)		454
Net cash from / (used in) investing activities of discontinued operations		23			664
Net cash from / (used in) investing activities		(539	)		1,118
Financing activities
Change in common stock due to recapitalization		312			(1,289	)
Repayments of note payable to financial institution		(1,381	)		1,650
Net cash from / (used in) financing activities of continuing operations		(1,069	)		361
Net cash from / (used in) financing activities of discontinued operations		14,648			8,879
Net cash from / (used in) financing activities		13,579			9,240
Subtotal		(583	)		890
Cash and cash equivalents at beginning of year		669			66
Cash and cash equivalents at end of period	$	86		$	956