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

Baja Aqua Farms, S.A.

Statements of Financial Position

As of 9/30/2010

(unaudited)

(in thousands)

	Baja
Current assets:
Cash and cash equivalents	$	2,867
Accounts receivable, trade		2,315
Accounts receivable, shareholder and other related party		115
Inventories		22,692
Other current assets		221
Total current assets		28,210
Property and equipment, net		3,759
Other assets		421
Total assets	$	32,390
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade	$	2,298
Accounts payable to shareholder and other related parties		36,510
Total current liabilities		38,808
Long term debt		3,200
Total liabilities		42,008
Commitments and contingencies
Stockholders’ equity:
Common stock		7,707
Additional paid-in capital		68
Retained earnings		(17,393	)
Accumulated other comprehensive income		-
Total Baja stockholders’ equity		(9,618	)
Total liabilities and stockholders’ equity	$	32,390

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

Statements of Operations

Nine months ended 9/30/2010 and 9/30/2009

(unaudited)

(in thousands)

	9/30/2010			9/30/2009
Net revenue	$	6,043		$	7,839
Cost of goods sold		(7,339	)		(4,968	)
Gross profit		(1,296	)		2,871
Selling, general and administrative expenses		(3,318	)		(3,283	)
Operating loss		(4,614	)		(412	)
Other income (expenses), net		1,246			2,035
Financing (cost) income		(1,840	)		(522	)
Income (loss) before provision for income taxes		(5,208	)		1,101
Income tax provision		-			-
Net income (loss) from continuing operations		(5,208	)		1,101
Net loss from discontinued operations		(144	)		(486	)
Net income (loss)	$	(5,352	)	$	615

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

Statements of Cash Flow

Nine months ended  9/30/2010 and 9/30/2009

(unaudited)

(in thousands)

	Nine months ended			Nine months ended
	September 30, 2010			September 30, 2009
Operating Activities
Net gain / (loss)	$	(5,208	)	$	1,101
Net (loss) from discontinued operations		(144	)		(486	)
Adjustments to reconcile to net cash used in operating activities:
Depreciation		366			305
Deferred income taxes		(18	)		(4	)
Changes in assets and liabilities:
Accounts receivable, trade		3,503			(131	)
Accounts receivable, related parties		(197	)		501
Inventories		(10,362	)		(2,591	)
Other current assets		360			(161	)
Accounts payable, trade		(376	)		3,929
Accounts payable to related parties		33,082			2,729
Net cash from / (used in) operating activities of continuing operations		21,006			5,192
Net cash from / (used in) operating activities of discontinued operations		(4,893	)		(5,546	)
Net cash from / (used in) operating activities		16,113			(354	)
Investing activities
Purchases of property and equipment		(952	)		(423	)
Sale of fixed assets		-			454
Net cash from / (used in) investing activities of continuing operations		(952	)		31
Net cash from / (used in) investing activities of discontinued operations		23			664
Net cash from / (used in) investing activities		(929	)		695
Financing activities
Reclassification of equity to accounts payable to related parties		(29,453	)		-
Repayments of note payable to financial institution		(1,381	)		(1,313	)
Issuance of LT Debt		3,200			-
Net cash from / (used in) financing activities of continuing operations		(27,634	)		(1,313	)
Net cash from / (used in) financing activities of discontinued operations		14,648			1,365
Net cash from / (used in) financing activities		(12,986	)		52
Subtotal		2,198			393
Cash and cash equivalents at beginning of year		669			66
Cash and cash equivalents at end of period	$	2,867		$	459