8-K/A

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 3)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 20, 2010

UMAMI SUSTAINABLE SEAFOOD INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-52401	98-06360182
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

1230 Columbia Street, Suite 440 San Diego, California	92101
(Address of Principal Executive Offices)	(Zip Code)

(619) 544-9177

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

This Amendment No. 3 to Form 8-K (this “Amendment”) amends the Current Report on Form 8-K originally filed on July 26, 2010 (the “Original 8-K”) by Umami Sustainable Seafood Inc., a Nevada corporation (“Umami,” the “Company,” “we,” or “us”). On April 8, 2011, we filed both Amendment No. 1 to the Original 8-K (the “ First Amendment”) and Amendment No. 2 to the Original 8-K (the “Second Amendment”). We are filing this Amendment in response to comment letters received from the Securities and Exchange Commission (“SEC”) to revise the disclosures in Item 9.01 Financial Statements and Exhibits.

This Amendment should be read in conjunction with the Original 8-K, the First Amendment, the Second Amendment and the Company’s other filings made with the SEC subsequent to the filing of the Original 8-K on July 26, 2010. The Original 8-K has not been amended or updated to reflect events occurring after July 26, 2010, except as specifically set forth in the First Amendment, the Second Amendment and this Amendment.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

1. The audited financial statements of the businesses acquired are attached hereto as Exhibits 99.2and 99.3.

2. The unaudited financial statements of the businesses acquired are attached hereto as Exhibits 99.4 and 99.5.

(b) Pro Forma Financial Information

1. Pro forma financial information relating to the businesses acquired is attached hereto as exhibit 99.6.

(d) Exhibits

Exhibit No.	Description
99.2	Audited Financial Statements of Baja Aqua Farms, S.A. de C.V. for the twelve months ended December 31, 2009 and December 31, 2008
99.3	Audited Financial Statements of Oceanic Enterprises, Inc. for the twelve months ended December 31, 2009 and December 31, 2008
99.4	Unaudited Financial Statements of Baja Aqua Farms, S.A. de C.V. for the nine months ended September 30, 2010 and September 30, 2009
99.5	Unaudited Financial Statements of Oceanic Enterprises, Inc. for the nine months ended September 30, 2010 and September 30, 2009
99.6	Pro forma financial information for the twelve months ended  June 30, 2010
99.7	Pro forma financial information for the twelve months ended June 30, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of November 2012.

UMAMI SUSTAINABLE SEAFOOD INC.
By:	/s/ Oli Valur Steindorsson
	Oli Valur Steindorsson
	Chief Executive Officer
	(Principal Executive Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.2	Audited Financial Statements of Baja Aqua Farms, S.A. de C.V. for the twelve months ended December 31, 2009 and December 31, 2008
99.3	Audited Financial Statements of Oceanic Enterprises, Inc. for the twelve months ended December 31, 2009 and December 31, 2008
99.4	Unaudited Financial Statements of Baja Aqua Farms, S.A. de C.V. for the nine months ended September 30, 2010 and September 30, 2009
99.5	Unaudited Financial Statements of Oceanic Enterprises, Inc. for the nine months ended September 30, 2010 and September 30, 2009
99.6	Pro forma financial information for the twelve months ended June 30, 2010
99.7	Pro forma financial information for the twelve months ended June 30, 2011

EX-99.2

EXHIBIT 99.2

BAJA AQUA FARMS, S.A. DE C.V.

INDEX TO RESTATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2009 AND 2008

	PAGE
REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM – RSM Bogarin, Erhard, Padilla, Alvarez, Martinez, S.C.	2
AUDITED CONSOLIDATED RESTATED FINANCIAL STATEMENTS:
Consolidated Restated Balance Sheets at December 31, 2009 and 2008	3
Consolidated Restated Statements of Operations for the Years Ended December 31, 2009 and 2008	4
Consolidated Restated Statements of Stockholders’ Equity for the Years Ended December 31, 2009 and 2008	5
Consolidated Restated Statements of Cash Flows for the Years Ended December 31, 2009 and 2008	6
Notes to Consolidated Restated Financial Statements	7 - 20

1

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholders’ of

BAJA AQUA FARMS, S.A. DE C.V. AND SUBSIDIARIES AND AFFILIATES

We have audited the accompanying consolidated balance sheets of BAJA AQUA FARMS, S.A. DE C.V. AND SUBSIDIARIES AND AFFILIATES (A 99.98%-owned subsidiary of Holshyrna Ehf) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, all expressed in U.S. dollars. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, for the purpose of inclusion in the consolidated financial statements of the Parent Company, the financial statements referred to above present fairly, in all material respects, the financial position of BAJA AQUA FARMS, S.A. DE C.V. AND SUBSIDIARIES AND AFFILIATES as of December 31, 2009 and 2008, and the results of their operations, and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2, the audit was originally conducted in accordance to auditing standards generally accepted in México. For purposes of the re-issuance of the financial statements we conducted our audits in accordance with auditing standards generally accepted in the United States of America. The Company´s management restated the financial statements as of December 31, 2009 and 2008. The restatements were caused mainly for the reclassification of balances with related parties and equity, and the cancellation of the allowance for mortality inventories. The effects of these restatements were retroactively applied, according to ASC 250 “Accounting Changes and Error Corrections”. Accordingly, the accompanying financial statements as of December 31, 2009 and 2008, and for the year then ended, were restated as shown in Note 2.

/s/ RSM BOGARIN, ERHARD, PADILLA, ALVAREZ & MARTINEZ S.C.

Firma miembro de RSM International

C.P.C. Jorge Luis Barraza Ruiz

Mexicali, B.C., México

June 1, 2012

2

BAJA AQUA FARMS, S.A DE C.V.

CONSOLIDATED RESTATED BALANCE SHEETS

(in thousands)

	December 31,
	2009			2008
ASSETS:
Current assets:
Cash and cash equivalents	$	610		$	66
Accounts receivable, trade, net		613			218
Accounts receivable, related parties		189			1,127
Inventories		10,510			8,334
Refundable value added tax		952			795
Prepaid expenses and other current assets		599			121
Total current assets		13,473			10,661
Other assets		6			6
Deferred income taxes		—			366
Property, machinery and equipment, net		3,166			4,150
Total assets	$	16,645		$	15,183
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable, trade	$	2,590		$	2,098
Accounts payable, related parties		2,157			1,036
Income taxes payable		533			543
Deferred income taxes		53			—
Accrued liabilities		—			15
Total current liabilities		5,333			3,692
Other liabilities		5,675			5,787
Due to related parties		23,302			23,083
Total liabilities		34,310			32,562
Stockholders’ Equity:
Common stock without par value, 2,298,260 shares authorized, 2,298,260 shares issued and outstanding at December 31, 2009 and 2008		12,291			12,291
Additional paid-in capital		68			68
Accumulated deficit		(30,112	)		(29,280	)
Subtotal		(17,753	)		(16,921	)
Noncontrolling interest in Marpesca		88			(458	)
Total equity		(17,665	)		(17,379	)
Total liabilities and stockholders’ equity	$	16,645		$	15,183

The accompanying notes are an integral part of these consolidated financial statements.

3

BAJA AQUA FARMS, S.A DE C.V.

CONSOLIDATED RESTATED STATEMENTS OF OPERATIONS

(in thousands)

	Year Ended December 31,
	2009			2008
Net revenue	$	12,275		$	8,397
Cost of goods sold		(9,916	)		(7,761	)
Gross profit		2,359			636
General and administrative expenses		(3,671	)		(5,843	)
Operating loss		(1,312	)		(5,207	)
Loss from foreign currency remeasurements		(802	)		(3,132	)
Gain on sale of fixed assets		1,580			4,374
Interest expense, net		(296	)		(1,525	)
Gain on insurance settlement		992			—
Other income, net		(32	)		940
Income (loss) before income tax benefit (expense)		130			(4,550	)
Income tax benefit (expense)		(416	)		439
Net loss		(286	)		(4,111	)
Add (subtract) net loss (gain) attributable to non-controlling interest in Marpesca		(546	)		223
Net loss attributable to Baja Aqua Farms stockholders	$	(832	)	$	(3,888	)

The accompanying notes are an integral part of these consolidated financial statements.

4

BAJA AQUA FARMS, S.A DE C.V.

CONSOLIDATED RESTATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(in thousands)

	Common Stock				Additional  Paid-in		Accumulated			Baja Aqua  Farms S.A.  Stockholders’			Non-  Controlling  Interest in			Total
	Shares		Amount		Capital		Deficit			Equity			Marpesca			Equity
Balance, December 31, 2007		2,298	$	12,291	$	68	$	(25,392	)	$	(13,033	)	$	(235	)	$	(13,268	)
Net loss								(3,888	)		(3,888	)		(223	)		(4,111	)
Balance, December 31, 2008		2,298	$	12,291	$	68	$	(29,280	)	$	(16,921	)	$	(458	)	$	(17,379	)
Net income (loss)								(832	)		(832	)		546			(286	)
Balance, December 31, 2009		2,298	$	12,291	$	68	$	(30,112	)	$	(17,753	)	$	88		$	(17,665	)

The accompanying notes are an integral part of these consolidated financial statements.

5

BAJA AQUA FARMS, S.A DE C.V.

CONSOLIDATED RESTATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(in thousands)

	2009			2008
Operating activities
Net loss	$	(286	)	$	(4,111	)
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization		130			136
Deferred income tax		419			(975	)
Gain on sale fixed assets		(1,580	)		(4,374	)
Gain on insurance settlement		(992	)		—
Foreign currency changes on foreign-denominated debt		—			614
Changes in assets and liabilities:
Accounts receivable, trade		(395	)		683
Accounts receivable, related party		938			2,876
Inventories		(1,642	)		(3,657	)
Refundable value added tax		(157	)		106
Prepaid expenses and other current assets		(478	)		77
Other assets		—			(2	)
Accounts payable, trade and accrued liabilities		477			(732	)
Accounts payable, related party		1,121			94
Income taxes payable		(10	)		503
Other liabilities		(112	)		1,141
Net cash flows used in operating activities		(2,567	)		(7,621	)
Investing activities
Purchases of machinery and equipment		(1,737	)		(854	)
Proceeds from sales of property, machinery and equipment		2,655			8,830
Proceeds from insurance settlement		992			—
Net cash flows provided by investing activities		1,910			7,976
Financing activities
Advances to related parties		—			851
Proceeds from related parties		—			(4,180	)
Proceeds from third parties		13			—
Net cash flows provided by financing activities		13			(3,329	)
Subtotal		(644	)		(2,974	)
Effect of exchange rate changes on the balances of cash held in foreign currencies		1,188			2,185
Cash and cash equivalents at beginning of year		66			855
Cash and cash equivalents at end of year	$	610		$	66
Supplemental cash flow information
Cash paid during the year for:
Interest	$	296		$	1,525
Income Taxes		—			—
Non-cash activities activities:
Re-financing of bank debt by related parties	$	—		$	23,573

The accompanying notes are an integral part of these consolidated financial statements.

6

BAJA AQUA FARMS, S.A DE C.V.

NOTES TO CONSOLIDATED RESTATED FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF BUSINESS

Baja Aqua Farms, S.A. de C.V. (“Baja” or the “Company”) fishes and farms Pacific Bluefin Tuna for sale primarily into the Japanese sushi and sashimi market.

In 2008, Baja’s common stock was 99.98% owned by a wholly owned subsidiary of Ausa Ehf, an Icelandic private holding company (“Ausa”). In January 2009, such wholly owned subsidiary was merged into Holshyrna Ehf, resulting in Holshyrna directly owning 99.98% of Baja’s stock.

In January, 2010, Baja sold the shares of Rancho Marino Guadalupe, S.A. de C.V. (“RMG”), its then wholly owned subsidiary, to Corposa S.A. de C.V. (“Corposa”) for a nominal cash amount.

On April 5, 2010, the Company’s shareholders recapitalized the Company by converting debt owed to Corposa into equity. As a result, Corposa owned approximately 70% of the total outstanding shares of the Company after the reorganization. See Note 7 – Related Parties for further detail.

On July 20, 2010, Corposa and Holshyrna entered into a stock purchase agreement with Umami Sustainable Seafood Inc. (“Umami”), Oceanic Enterprises, Inc. (“Oceanic”), and certain other parties, providing for the sale from Corposa and Holshyrna of 33% of the equity in Baja. The agreement provided for acquisition of 33% interest in Baja by Umami for $7.7 million, which included $4.9 million that had been advanced to Baja previously.

As part of the stock purchase agreement, Umami also acquired the option, exercisable by September 15, 2010, to purchase all remaining Baja shares in consideration for the issuance of a) 10,000,000 shares of Umami’s common stock and b) payment in cash of $9.3 million. On September 15, 2010, Umami exercised the option and on September 27, 2010, the parties entered into amendments to each of the agreements requiring certain capital distributions plus an additional $2.0 million related to the amendments to be made to the selling parties on or before November 30, 2010. On November 30, 2010, Umami consummated the acquisition of Baja. However, instead of making the $9.3 million cash payment described above, Umami paid $7.8 million in cash and issued zero interest promissory notes in the aggregate principal amount of $1.5 million on November 30, 2010. The notes, which were unsecured, were due and paid on December 10, 2010. As a result, on November 30, 2010, Baja became Umami’s 99.98% owned subsidiary.

Simultaneously with the acquisition agreements discussed above, an affiliate of Baja, Oceanic, was also acquired by Umami.

Baja’s core business activity is farming and selling Pacific Bluefin Tuna. The production is seasonal, as tuna is caught mostly during the period from May through August. Bluefin Tuna has a farming period between 0.5 years and 3.5 years. Most of Baja's sales transactions normally occur during the months of October through March.

Baja performs its operations through the use of employees provided by a third-party labor leasing contractor (Servicios Administrativos). This type of labor leasing arrangement is typical in Mexico and is routinely entered into for labor, regulatory and liability purposes. In addition, certain of Baja’s administrative functions are performed by Oceanic, Baja’s affiliate. Oceanic is incorporated in the United States, was wholly owned by Holshyrna Ehf (and, as of November 30, 2010, is 100% owned by Umami) and operates as a management services company for Baja.

7

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

For the years ended December 31, 2008 and 2009, the consolidated financial statements include Baja and its then wholly owned subsidiary RMG and its consolidated variable interest entity, Marpesca. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All significant intercompany accounts and transactions have been eliminated.

Baja’s and Marpesca’s (see below) financial statements are maintained in Mexican Pesos (MXN), and have been re-measured into USD, Baja’s functional currency. The resulting gain or loss related to re-measurements is included in the statements of operations in gain/loss from foreign currency re-measurements. All amounts appearing in tables are stated in thousands of USD, unless indicated otherwise.

Transactions in foreign currencies are initially recorded at the exchange rates prevailing on the dates of the transactions. Non-monetary assets of Baja are remeasured at the historical exchange rate prevailing on the date of the transaction. Monetary assets and liabilities of Baja are remeasured at the spot rates at each balance sheet date. Revenues and expenses are remeasured at average exchange rates in effect during the period. The results of remeasurement gains and losses are reflected in the statements of operations in gain (loss) from foreign currency remeasurements.

Restatements

Baja’s financial statements as of and for the years ended December 31, 2009 and 2008 were restated for the following reasons:

§ GAAP Presentation: Baja’s financial statements were originally prepared and presented in accordance with Mexican Financial Reporting Standards (MFRS). As such, the Company has adjusted and/or reclassified certain items to conform with US GAAP, including: foreign currency remeasurements of certain balance sheet and income statement balances; presentation of variable interest entity balances; cost accounting of inventory; and classification of certain asset, liability, income and expense balances.

§ Classification of Owner Liabilities and Equity: Upon acquisition of the Company by Umami (see further discussion at Note 1 above), all related party liabilities and capital accounts were fully settled upon Umami’s payment of the purchase price to the related parties. As such, certain related party liabilities and equity balances have been reclassified to reflect this.

§ Intercompany Balances: The Company determined that certain intercompany amounts had not been properly classified and/or eliminated. As such, the Company has reclassified and/or adjusted certain items to properly classify and/or fully eliminate these items in accordance with US GAAP.

§ Tax Provision: Based upon certain of the changes noted above, the Company’s tax provision was adjusted in accordance with US GAAP.

The Company evaluated the effects of these adjustments on its consolidated financial statements as of and for the years ended December 31, 2009 and 2008 in accordance with the guidance provided by ASC 250, and based on its conclusions has restated its consolidated financial statements as follows:

8

	Consolidated Balance Sheet Information as of December 31,
	2009									2008
	As  previously  reported			Adjustments			Restated			As  previously  reported			Adjustments			Restated
Cash and cash equivalents	$	669			(59	)	$	610		$	66			—		$	66
Accounts receivable, trade, net		6,370			(5,757	)		613			5,898			(5,680	)		218
Accounts receivable, related party		193			(4	)		189			1,127			—			1,127
Inventories		12,331			(1,821	)		10,510			7,952			382			8,334
Refundable value added tax		—			952			952			—			795			795
Prepaid expenses & other current assets		597			2			599			79			42			121
Other assets		—			6			6			—			6			6
Deferred income taxes, non-current		406			(406	)		—			295			71			366
Property, machinery and equipment, net		3,196			(30	)		3,166			4,343			(193	)		4,150
Notes payable to financial institutions, short-term		1,381			(1,381	)		—			1,313			(1,313	)		—
Accounts payable, trade		6,396			(3,801	)		2,595			5,020			(2,922	)		2,098
Accounts payable, related party		5,446			(3,294	)		2,152			5,243			(4,207	)		1,036
Income taxes payable		—			533			533			—			543			543
Deferred income taxes, current		—			53			53						—			—
Accrued liabilities		—			—			—			—			15			15
Other liabilities		—			5,675			5,675			—			5,787			5,787
Due to related party, long-term		—			23,302			23,302			—			23,083			23,083
Contributions for future increases in capital		19,755			(19,755	)		—			19,755			(19,755	)		—
Accumulated deficit		(21,575	)		(8,537	)		(30,112	)		(23,928	)		(5,352	)		(29,280	)
Non-controlling interest in Marpesca		—			88			88			—			(458	)		(458	)

	Consolidated Statements of Operations for the Years Ended December 31,
	2009									2008
	As  previously  reported			Adjustments			Restated			As  previously  reported			Adjustments			Restated
Net revenue	$	12,201			74		$	12,275		$	8,370			27		$	8,397
Cost of goods sold		(6,862	)		(3,054	)		(9,916	)		(4,553	)		(3,208	)		(7,761	)
Gross profit		5,339			(2,980	)		2,359			3,817			(3,181	)		636
General and administrative expenses		(4,182	)		511			(3,671	)		(8,176	)		2,333			(5,843	)
Operating income (loss)		1,157			(2,469	)		(1,312	)		(4,360	)		(847	)		(5,207	)
Gain on sale of fixed assets		1,121			459			1,580			4,360			14			4,374
Gain on insurance settlement		—			992			992			—			—			—
Other income (expense)		(574	)		542			(32	)		938			2			940
Gain (loss) from foreign currency remeasurements (included in comprehensive financing income)		841			(1,643	)		(802	)		2,477			(5,609	)		(3,132	)
Interest expense (included in comprehensive financing income)		(225	)		(71	)		(296	)		(1,437	)		(88	)		(1,525	)
Gain (loss) before income tax benefit		2,320			(2,190	)		130			1,978			(6,528	)		(4,550	)
Income tax benefit (expense)		34			(450	)		(416	)		951			(512	)		439
Net income (loss)		2,354			(2,640	)		(286	)		2,929			(7,040	)		(4,111	)
Net income (loss) attributable to Marpesca		—			(546	)		(546	)		—			223			223
Net income (loss) attributable to Baja stockholders		—			(832	)		(832	)		—			(3,888	)		(3,888	)

	Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2009 and 2008
	Contributions for future  increases in capital							Accumulated Deficit									Non-Controlling Interest in  Marpesca								Total Equity
	As  previously  reported		Adjustments			Restated		As  previously  reported			Adjustments			Restated			As  previously  reported		Adjustments			Restated			As  previously  reported			Adjustments			Restated
Balance, December 31, 2007	$	—	$	—		$	—	$	(26,858	)	$	1,466		$	(25,392	)	$	—	$	(235	)	$	(235	)	$	(14,500	)	$	(1,232	)	$	(13,268	)
Issuance of paid-in capital		19,755		(19,755	)		—		—			—			—			—		—			—			19,755			(19,755	)		—
Net income		—		—			—		2,929			(6,817	)		(3,888	)		—		(223	)		(223	)		2,929			(7,040	)		(4,111	)
Balance, December 31, 2008		19,755		(19,755	)		—		(23,929	)		(5,351	)		(29,280	)		—		(458	)		(458	)		8,185			(25,564	)		(17,379	)
Net income		—		—			—		2,353			(3,185	)		(832	)		—		546			546			2,354			(2,640	)		(286	)
Balance, December 31, 2009	$	19,755	$	(19,755	)	$	—	$	(21,576	)	$	(8,536	)	$	(30,112	)	$	—	$	88		$	88		$	10,539		$	(28,204	)	$	(17,665	)

9

	Consolidated Statements of Cash Flows for the Years Ended December 31,
	2009									2008
	As previously reported			Adjustments			Restated			As previously reported			Adjustments			Restated
Net income (loss)	$	2,354		$	(2,640	)	$	(286	)	$	2,929			(7,040	)	$	(4,111	)
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization		632			(502	)		130			1,327			(1,191	)		136
Gain on sale of fixed assets		(1,121	)		(459	)		(1,580	)		(4,360	)		(14	)		(4,374	)
Gain on insurance settlement		—			(992	)		(992	)		—			—			—
Deferred income tax		(111	)		530			419			(951	)		(14	)		(975	)
Remeasurement gain		(841	)		841			—			(2,473	)		2,473			—
Foreign currency changes on foreign-denominated debt		—			—			—			—			614			614
Changes in assets and liabilities:
Accounts receivable, trade		(246	)		(149	)		(395	)		(4,939	)		5,622			683
Accounts receivable, related party		939			(1	)		938			9,215			6,339			2,876
Inventories		(3,984	)		2,342			(1,642	)		(4,899	)		1,242			(3,657	)
Refundable value added tax		—			(157	)		(157	)		—			106			106
Prepaid expenses & other current assets		(495	)		17			(478	)		100			(33	)		77
Other assets		—			—			—			—			(2	)		(2	)
Accounts payable, trade		1,165			(688	)		477			(826	)		94			(732	)
Accounts payable, related party		129			992			1,121			(4,222	)		4,316			94
Income taxes payable		—			(10	)		(10	)		—			503			503
Other liabilities		—			(112	)		(112	)		—			1,141			1,141
Net cash used in operating activities		(1,579	)		(988	)		(2,567	)		(9,099	)		1,478			(7,621	)
Purchases of machinery and equipment		—			(1,737	)		(1,737	)		—			(854	)		(854	)
Proceeds from sales of machinery and equipment		1,637			1,018			2,655			9,420			(590	)		8,830
Proceeds from insurance settlement		—			992			992			—			—			—
Net cash provided by (used in) investing activities		1,637			273			1,910			9,420			(1,444	)		7,976
Advances to related parties		—			—			—			—			(4,180	)		(4,180	)
Proceeds from related parties		—			—			—			—			851			851
Proceeds from third parties		—			13			13
Net cash provided by financing activities		—			13			13			—			(3,329	)		(3,329	)
Subtotal		58			(702	)		(644	)		320			(3,294	)		(2,974	)
Effect of exchange rate changes on the balances of cash held in foreign currencies		546			(642	)		1,188			(1,111	)		3,296			2,185
Cash and cash equivalents at beginning of year	$	66		$	—		$	66		$	857		$	(2	)	$	855
Cash and cash equivalents at end of year	$	669		$	(59	)	$	610		$	66		$	—		$	66
Cash paid for interest	$	225		$	71		$	296		$	297		$	1,228		$	1,525
Contributions for future increases in capital	$	—		$	—		$	—		$	19,755		$	3,328		$	23,083

10

Certain other items in the prior periods have been reclassified to conform with the December 31, 2009 presentation, with no effects on previously reported equity or net income (loss) attributable to Baja stockholders.

Accounting Estimates

The preparation of financial statements in conformity with US GAAP requires that management 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 period. Management exercises significant judgment in estimating the weight of the biomass of tuna inventories, recoverability of long-lived assets and utilization of deferred tax assets. Actual results may differ from those estimates.

Variable Interest Entity

Under ASC 810, a variable interest entity (VIE) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, the Company has determined that it is the primary beneficiary in a VIE, Marpesca S.A. de C.V. (“Marpesca”), of which Baja is the primary beneficiary, as the Company absorbs significant economics of Marpesca, has the power to direct the activities that are considered most significant to Marpesca, and provides financing to Marpesca. In addition, Marpesca does not have the total equity investment at risk sufficient to permit it to finance its activities without the Company’s support. As such, Marpesca has been consolidated within the Company’s consolidated financial statements.

Revenue Recognition

Revenue is recognized when tuna inventory is delivered, the significant risks and rewards of ownership have been transferred to the buyer, the arrangement fee is fixed and determinable and collectability is reasonably assured. The Company is responsible for the costs of shipping and handling up to the point of sale. These costs are included in the cost of goods sold. The Company does not incur any post sale obligations.

Value Added Tax (IVA)

Revenue is presented net of value added taxes collected. In Mexico, IVA (Impuesto al Valor Agregado, or VAT), is not charged on exports, and Bluefin Tuna is classified as a food which is IVA exempt. The Company can claim back IVA paid on its business purchases. At December 31, 2009, the IVA rate for Mexico was 16%, and 11% for transactions conducted inside the border region. The amount receivable from the Mexican Tax authorities is recorded in the Company’s balance sheet as "Refundable value added tax."

11

Cost of Goods Sold

Cost of goods sold includes costs associated with the initial catching or purchasing of tuna and costs associated with towing fish to the Company’s farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to the Company’s Bluefin Tuna inventories. The Company's farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming, such as natural mortalities, employee compensation, benefits, and other employee-related costs for its farming personnel and direct costs incurred in the farming operation. Changes in cost of goods sold do not necessarily correlate with revenue changes. Costs of goods sold may be materially impacted by changes over which the Company has limited or no control, particularly feed costs.

General and Administrative Expenses

Selling and general administrative expenses consist of compensation, benefits, and other employee-related costs for executive management, finance, human resources and other administrative personnel, third-party professional fees, allocated facilities costs, and other operating expenses.

Long-Lived Assets

The Company reviews its long-lived assets for possible impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.

Income Taxes

Income taxes are accounted for using the asset and liability method. Under the asset and liability method of accounting for income taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and for tax loss carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period the changes are enacted. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is provided for deferred income tax assets for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), if any, projected future taxable income, and tax-planning strategies in making this assessment.

The Company evaluates its uncertain tax positions in accordance with the guidance for accounting for uncertainty in income taxes. The Company recognizes the effect of uncertain tax positions only if those positions are more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Recognized income tax positions are measured based on the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Guidance is also provided for recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax positions in income tax expense.

12

Property and Equipment

Property and equipment are stated at cost and depreciated over the estimated useful lives of the related assets, which generally range from 3 to 20 years, using the straight line method. Maintenance and repairs, which do not extend asset lives, are expensed as incurred. The gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Statements of Operations.

Inventories

Inventories consist primarily of live Bluefin Tuna stock that are farmed until the tuna reaches desirable market size. Management systematically monitors the size, growth and growth rate of the tuna to estimate the quantity in kilograms at each balance sheet date. Livestock inventories are stated at the lower of cost, based on the FIFO cost method, or market. Inventories of fish feed are stated at the lower of cost, based on the average cost method, or market.

Management reviews inventory balances to estimate if inventories will be sold at amounts (net of estimated selling costs) less than carrying value. If expected net realizable value is less than carrying value, the Company would adjust its inventory balances through a charge to cost of goods sold.

During the fishing season, tuna is caught at sea and transported to the Company’s farm. This tuna is not included in the Company’s live stock inventory until it has been transferred into the farming cages and has been counted and the biomass assessed.

Costs associated with the fishing activities are accumulated in a separate inventory account and are transferred to live stock inventory when the biomass has been assessed at lower of cost or the net realizable value. Fishing costs include costs associated with the initial catching or purchasing of the Company’s tuna and costs associated with towing these fish to its farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to its Bluefin Tuna inventories. The Company’s farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming such as employee compensation, benefits, and other employee-related costs for its farming personnel and direct costs incurred in the farming operation.

Trade Accounts Receivable

Trade accounts receivable represents the balance owed to the Company by its customers in connection with sales transactions. An allowance for uncollectible accounts is determined by management based on a review of its accounts, with consideration of historical losses, industry circumstances and general economic conditions. Accounts are charged against the allowance when all attempts to collect have failed.

The total allowance for doubtful accounts was nil on December 31, 2009 and 2008, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid cash investments that mature in three months or less when purchased to be cash equivalents. The Company's bank deposits are generally not covered by deposit insurance.

NOTE 3 - INVENTORIES

Inventories were comprised as follows as of December 31, 2009 and 2008:

	December 31, 2009		December 31, 2008
Bluefin Tuna	$	10,313	$	8,299
Fish feed and supplies		197		35
Total inventories	$	10,510	$	8,334

13

Inventories are stated at the lower of cost, based on the FIFO cost method, or market. Cost includes all costs to acquire and to bring the inventories to their present location and condition. The Company evaluates the net realizable value of its inventories on a quarterly basis and would record a provision for loss to reduce the computed cost if it exceeds the net realizable value.

The Company systematically monitors the size, growth and growth rate of its tuna to estimate total biomass at each balance sheet date. The Company tracks its tuna inventory by cage, physically counting all tuna entering the farm and estimating their weight utilizing slow motion computer monitored underwater camera technology. The Company also counts the tuna using the same technology when it transfers tuna to another cage or divides a cage. Cages are divided when biomass reaches the maximum level for a cage of that size.

The Company assesses tuna growth and average size based upon the quantity of feed and the expected food conversion ratio at that time of year for that size of tuna and the water temperature, as well as observation by its staff and, in some cases utilization of high-tech cameras. The Company measures actual fish mortality almost daily. Each month, the Company estimates its production by calculating its estimated growth of the biomass and subtracting estimated mortality.

During harvesting, the Company individually weighs each Bluefin Tuna harvested. The Company generally empties entire cages during the harvest. After emptying a cage, the Company compares differences between its recorded and estimated biomass for that cage and the actual biomass removed.

The Company charges abnormal mortalities, such as storm losses, against income in the period the loss occurs. During the years ended December 31, 2009 and 2008 the Company had no storm losses or other abnormal mortalities.

During the fishing season, the Company catches and transports Bluefin Tuna to its farm. It does not include this tuna in its livestock inventory until it has been transferred into its farming cages and has been counted and the biomass assessed. The Company accumulates costs associated with its fishing activities in a separate inventory account and transfers these costs to livestock inventory once it assesses the Bluefin Tuna at the lower of cost or the net realizable value. The Company writes off any costs that are not recoverable in the period in which the tuna were recorded.

NOTE 4 – PROPERTY, MACHINERY AND EQUIPMENT

Property, machinery and equipment were comprised as follows as of December 31, 2009 and 2008:

	December 31, 2009			December 31, 2008
Cost:
Land	$	—		$	71
Buildings		—			1,294
Vessels		3,722			2,929
Machinery and equipment		2,196			6,123
Vehicles		197			157
Office furniture and equipment		35			88
Leasehold improvements		452			412
Construction in progress		13			—
		6,615			11,074
Less accumulated depreciation		(3,449	)		(6,924	)
Property, machinery and equipment, net	$	3,166		$	4,150

14

Property and equipment is depreciated over the estimated useful lives of the related assets, using the straight line method. The useful life will depend upon the asset and its use estimated as follows:

	Estimated Useful Lives
Buildings	20 years
Machinery and equipment	4 - 20 years
Vehicles	4 years
Computers	3 years
Office furniture and equipment	10 years

In the years ended December 31, 2009 and 2008, the Company recognized gains on sales of fixed assets of $1.6 million and $4.4 million, respectively. These gains resulted from multiple sales transactions to several non-related third parties of various marine vessels, farm and office equipment, buildings and land.

In the year ended December 31, 2008, the Company sold property, machinery and equipment to unrelated parties for $8.8 million in proceeds and recognized gains on these sales of $4.4 million. The majority of these proceeds and gains related to the sale of a purse seiner fishing vessel. The purse seiner was sold by the Company as management determined that the asset was underutilized in its operations and, in order to provide additional working capital for operational needs at the time.

In the year ended December 31, 2009, the Company sold property, machinery and equipment to unrelated parties for $2.7 million in proceeds and recognized gains on these sales of $1.6 million. The sales consisted of a production facility (land, building and equipment) and a sardine fishing vessel that were no longer being utilized in the Company’s operations.

NOTE 5 – OTHER LIABILITIES

Other liabilities were comprised as follows as of December 31, 2009 and 2008:

	December 31, 2009		December 31, 2008
Accrued legal liabilities	$	1,117	$	1,229
Former owners of RMG		1,460		1,460
Affiliates of RMG		3,098		3,098
Total other liabilities	$	5,675	$	5,787

The amounts in other liabilities consist primarily of non-interest bearing amounts owed by RMG to parties related to the original founders and affiliates of RMG. Additionally, amounts are owed to certain legal firms for work performed in connection with RMG. On January 25, 2010, 100% of the shares of RMG were sold to Corposa for a nominal amount. As part of the sale Corposa agreed to assume all of the above liabilities.

NOTE 6 – VARIABLE INTEREST ENTITIES

Under ASC 810, a VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, the Company has determined that it is the primary beneficiary in a VIE, Marpesca, of which Baja is the primary beneficiary, as the Company absorbs significant economics of Marpesca and has the power to direct the activities that are considered most significant to Marpesca. As such, Marpesca has been consolidated within the Company’s consolidated financial statements.

15

Under Mexican law, a majority foreign-owned company cannot own the right to fish in Mexican waters. Baja’s 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 have the fixed assets that it requires to carry out these fishing activities without leasing them. Currently these are leased from Baja. The Company has therefore determined that Marpesca is a VIE for which the Company is the primary beneficiary.

The Company has determined that it has provided the majority of the financial support to Marpesca through various sources, including the purchase and sale of inventory. Selected balance sheet information related to these activities as of December 31, 2009 and 2008, and the results of its operations for the years ended December 31, 2009 and 2008 were as follows:

	Years Ended December 31,
	2009			2008
Net revenue	$	871		$	2,533
Net loss		(512	)		(1,294	)
Rental income and sale of inventory		871			2,533

	December 31, 2009			December 31, 2008
Total assets	$	785		$	673
Total liabilities		3,785			3,478
Stockholders’ deficit		(3,000	)		(2,805	)

A portion of the operating loss for the non-controlling interest of Marpesca is inventoried by Baja to reflect the actual operating costs of Marpesca’s bait operations.

NOTE 7 –RELATED PARTIES

Related parties are those parties which have influence over the Company, directly or indirectly, either through common ownership or other relationship. The Company has had transactions with the following related parties: Oceanic Enterprises Inc. (“Oceanic”), an affiliate of Baja; Holshyrna Ehf (“Holshryna”), the Company’s majority shareholder at December 31, 2008 and 2009 (see further discussion at Note 1 above); and Corposa S.A. de C.V. (“Corposa”), a Mexico-based corporation that acquired the Company’s debt in the year ended December 31, 2008 (see further discussion below) and became the Company’s majority shareholder on April 5, 2010 (see further discussion at Note 1 above).

Financing Transactions

At December 31, 2007, the Company had term loans of $22.2 million due to Glitnir Bank HF, an Icelandic banking institution (“Glitnir”), and a term loan of $0.3 million due to Stadarholl HF, an Icelandic corporation (“Stadarholl”). The term loans due to Glitnir and Stadarholl originally had a maturity date of December 31, 2009 and accrued interest at a rate of LIBOR plus 1.5% to 2.25% and 9.92%, respectively, annually.

In December 2008, Baja entered into various agreements with Corposa, Grupo Pagnom. S.A. de C.V. (“Pagnom”), and Consorcio Zeami, S.A. de C.V. (Zeami), two Mexico-based corporations, whereby Corposa settled Baja’s term loans with Glitnir in exchange for a non-convertible debt instrument of equal principal amount (the “Debt Exchange”). As an integral part of the Debt Exchange, Baja advanced $4.2 million to Pagnom and Zeami in order to provide necessary funds to complete the Debt Exchange. The interest rate on the exchanged debt due to Corposa was zero and was due on demand.

16

On April 5, 2010 the resulting Corposa debt was converted to common stock in the Company representing approximately 70% of the then outstanding shares of Baja. As such, this balance has been classified in the Company’s balance sheet at December 31, 2009 and 2008 as a long-term liability due to Corposa, and was converted to equity as of April 5, 2010.

The amounts advanced to Pagnom and Zeami were settled against amounts due to the owners prior to the initial purchase of 33% of Baja by Umami. As such, these advances to Pagnom and Zeami have been classified in the Company’s balance sheet at December 31, 2009 and 2008 as contra-liabilities against the balance due to the owners.

The amounts due to Holshyrna at December 31, 2009 and 2008 represent cash advances made by Holshyrna to fund the operations of the Company. These notes accrued interest at 6.8% per annum and were due on demand.

Sales of Bluefin Tuna

For the years ended December 31, 2009 and 2008, Oceanic purchased a total of $6.7 million and $7.8 million, respectively, of Bluefin Tuna from the Company’s operations.

Related party amounts included in the Company’s balance sheet and income statement are as follows:

Balance Sheet	December 31, 2009		December 31, 2008
Accounts receivable, related parties
Oceanic Enterprises, Inc.	$	138	$	1,009
Employees and others		51		118
Total accounts receivable, related parties	$	189	$	1,127
Accounts payable, related parties
Oceanic Enterprises, Inc.	$	2,157	$	1,036
Total accounts payable, related parties	$	2,157	$	1,036
Due to related parties
Holshyrna Ehf	$	3,768	$	3,690
Corposa S.A. de C.V.		19,534		19,393
Total due to related parties	$	23,302	$	23,083

	Years Ended December 31,
Statements of Operations	2009		2008
Revenues:
Sales to Oceanic – included in net revenue	$	6,691	$	7,776
Costs and expenses:
Technical assistance and services provided to Oceanic – included in selling, general and administrative expenses	$	1,732	$	770
Interest expense to Oceanic		—		99
Total costs and expenses	$	1,732	$	869

17

NOTE 8 – INCOME TAXES

On October 1, 2007, Mexico enacted the 2008 Fiscal Reform Bill. Effective January 1, 2008, the bill repealed the existing asset-based tax system and established a dual income tax system consisting of a new minimum business flat tax (the Impuesto Empresarial a Tasa Unica or IETU) and the existing regular income tax (ISR). Under IETU, Mexico-based companies are taxed based on their cash-basis net income, consisting of certain specified items of revenue and expense, although the IETU is not creditable against future income tax liabilities. The IETU rates were 16.5% for 2008, 17.0% for 2009 and 17.5% for 2010 forward. ISR is computed taking into consideration the taxable and deductible effects of inflation. The ISR tax rate at both December 31, 2009 and 2008 was 21% for companies conducting businesses that are classified under special fiscal regimes in accordance with Mexican Income Tax Law. In general, companies must pay the higher of the ISR or the IETU. Companies determine their deferred income taxes based on the tax regime (ISR or IETU) it expects to be subject to in the future.

The Company has determined that it will primarily be subject to the IETU in future periods. Accordingly, the Company has recorded a tax benefit of $0.4 million for the year ended December 31, 2008 and a tax expense of $0.5 million for the year ended December 31, 2009 for taxes under the IETU system, which consist of the following:

	Years Ended December 31,
	2009		2008
Income (loss) before income taxes	$	130	$	(4,550	)
Income tax expense (benefit):
Current IETU	$	77	$	—
Deferred IETU		339		(439	)
Total income tax expense (benefit)	$	416	$	(439	)

The Company’s effective tax rate differs from the IETU tax rate of 17.0% and 16.5% at December 31, 2009 and 2008, respectively, primarily due to Baja’s classification as a simplified regime for tax reporting in Mexico.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective ISR or IETU tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The significant components of the Company’s deferred income taxes at December 31, 2009 and 2008 are as follows:

	Years Ended December 31,
	2009			2008
Deferred tax assets:
Accounts payables	$	520		$	898
Undeducted balance of investments acquired from January 1998 to December 2007		288			501
Credit from deduction of tax loss carryforwards		40			447
Credit on IETU losses		269			272
Total deferred tax assets	$	1,117		$	2,118
Deferred tax liabilities:
Accounts receivables	$	(465	)	$	(1,078	)
Fixed assets		(705	)		(674	)
Total deferred tax liabilities		(1,170	)		(1,752	)
Net deferred tax asset (liability)	$	(53	)	$	366

18

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.

From time to time, the Company may take positions for filing its tax returns which may differ from the treatment of the same item for financial reporting purposes. The ultimate outcome of these items will not be known until the Mexican taxing authority has completed its examination or until the statute of limitations has expired. In these situations, the Company recognizes interest and penalties related to the uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties related to uncertain tax positions for the years ended December 30, 2009 and 2008. In addition, the Company did not have any unrecognized tax benefits for the years ended December 31, 2009 and 2008.

The tax years 2004 to 2009 remain open to examination by the Mexican taxing authorities at December 31, 2009.

At December 31, 2009, the Company has ISR tax loss carryforwards available for offset against future taxable income as follows. Tax loss carryforwards have a ten-year carryforward period in Mexico.

Available through December 31, 2015	$	743
Available through December 31, 2016		8,883
Available through December 31, 2017		6,778
Available through December 31, 2019		442

Baja loss carryforwards have been fully offset by valuation allowances as the Company believes it will be subject to the IETU tax in future periods.

NOTE 9 – STOCKHOLDERS’ EQUITY

Under Mexico’s General Corporate Law, Mexico-based corporations are required to transfer at least 5.0% of net income to a statutory legal reserve included in retained earnings until the reserve equals 20.0% of capital stock at par value (historical pesos). This reserve is required for all Mexico-based companies that have net profits and retained earnings. The legal reserve may be capitalized but may not be distributed unless the entity is dissolved. In addition, the legal reserve must be replenished if it is reduced for any reason. At both December 31, 2009 and 2008, the Company had an accumulated deficit, and as such was not required to have established a statutory legal reserve.

NOTE 10 - OTHER INCOME AND EXPENSES

The significant components of the Company’s other income and expenses for the years ended December 31, 2009 and 2008 are as follows:

	For the years ended December 31,
	2009			2008
Lease and rental income	$	29		$	608
Other fish sales (non-Bluefin tuna sales)		—			269
IVA tax recoveries		—			22
Diesel fuel subsidy income		—			19
Other income (expense)		(61	)		22
	$	(32	)	$	940

19

NOTE 11 – INSURANCE SETTLEMENTS

In the year ended December 31, 2009, the Company received insurance proceeds totaling $1.0 million as final settlement of a loss incurred in the year ended December 31, 2005 resulting from the failure of a farming cage that collapsed and sunk which resulted in approximately $1.0 million in Bluefin Tuna to escape from the farm. The cost of the lost Bluefin Tuna was written off in the year ended December 31, 2005. The Company did not receive any proceeds from insurance settlements in the year ended December 31, 2008.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

In 2007, Baja was audited for the tax year 2002 by the Taxing Authority. Based on the audit, the Taxing Authority alleged that Baja owed additional taxes of approximately $1.5 million for items not deemed deductible and items regarded as income rather than as shareholder investments, plus interest and penalties of approximately $0.1 million. Baja appealed the ruling and the decision was reversed by the First Northwestern Regional Court of the Federal Court of the Fiscal and Administrative Justice on procedural grounds.

Subsequently, the Taxing Authority appealed the reversal. Baja filed for a joinder review for the purpose of upholding the reversal with the Second Collegiate of the Fifteenth Circuit Court, located in Mexicali, Baja California. On November 11, 2011, the Second Collegiate of the Fifteenth Circuit Court ruled that the Taxing Authority's appeal was unfounded and without merit and upheld the reversal in favor of Baja. This ruling is final and all liens and guarantees have been removed by the Taxing Authority.

NOTE 13 – SUBSEQUENT EVENT

In January 2010, due to extraordinary weather conditions, the Company suffered storm losses to some of its Bluefin Tuna inventory of approximately $3.3 million. The Company filed a claim for these losses with its insurance company, for which they received approximately $1.1 million in insurance recoveries from June to September 2010.

The Company has evaluated subsequent events through June 1, 2012, the date through which these financial statements were available to be issued.

20

EX-99.3

Exhibit 99.3

OCEANIC ENTERPRISES, INC.

INDEX TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2009 AND 2008

	Page
Report of Independent Certified Public Accountant	1
Balance Sheets at December 31, 2009 and 2008	2
Statements of Operations for the years ended December 31, 2009 and 2008	3
Statements of Equity for the years ended December 31, 2009 and 2008	4
Statements of Cash Flows for the years ended December 31, 2009 and 2008	5
Notes to the Financial Statements	6

Independent Auditor’s Report

To the Board of Directors and Stockholders of Oceanic Enterprises, Inc.,

We have audited the accompanying balance sheet of Oceanic Enterprises, Inc., a California Corporation (FKA: Agritrade USA, Inc.), (DBA: Midway Services) as of December 31, 2009 and 2008 and the related statement of operations, changes in stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the management of Oceanic Enterprises, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of Oceanic Enterprises, Inc.’s, internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Oceanic Enterprises, Inc.’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects the financial position of Oceanic Enterprises, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ James T. Gaunce

James T. Gaunce, CPA & Associates

Solana Beach, California U.S.A.

December 3, 2010

1

OCEANIC ENTERPRISES, INC.

BALANCE SHEET

December 31, 2009 and 2008

	2009			2008
ASSETS
CURRENT ASSETS
Cash	$	7,147		$	2,995,391
Accounts receivable - Baja Aqua Farms		645,774			-
Inventory		5,659			-
Prepaids, employee and other advances		10,000			18,380
Due from - Rancho Marino		2,157,313			1,035,923
Notes receivable - Baja Aqua Farms		700,000			-
Prepaid taxes		-			1,400
Deferred tax asset, net		430,000			492,000
Total current assets		3,955,893			4,543,094
EQUIPMENT
Vessels & equipment for vessels		12,996			12,996
Processing & farm equipment		33,929			33,929
Vehicles - autos & trucks		37,262			37,262
Office furniture & equipment		265,063			252,724
		349,250			336,911
Less accumulated depreciation		(254,239	)		(204,480	)
		95,011			132,431
LONG-TERM DEPOSITS		115,990			113,990
	$	4,166,894		$	4,789,515
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	264,310		$	152,375
Accrued compensated absences		31,621			39,121
Credit Cards Payable		-			1,967
Accounts Payable to - Baja Aqua Farms		1,483,770			1,009,101
Accrued interest payable		148,294			40,174
Total current liabilities		1,927,995			1,242,738
LOANS PAYABLE - Stockholder		1,939,405			3,324,237
STOCKHOLDERS’ EQUITY
Common stock— no par value; 200,000 shares authorized; 10,000 shares issued and outstanding		10,000			10,000
Additional paid-in-capital		1,000,000			1,000,000
Retained earnings (deficit)		(710,506	)		(787,460	)
		299,494			222,540
	$	4,166,894		$	4,789,515

See notes to financial statements

2

OCEANIC ENTERPRISES, INC.

STATEMENT OF OPERATIONS

For the years ending December 31, 2009 and 2008

	2009			2008
REVENUE
Fish sales	$	9,707,209		$	10,709,661
Fish processing & other services		4,305			260,315
Management fees, commissions and vessel charter fees		1,727,350			510,040
		11,438,864			11,480,016
COST OF GOODS SOLD
Fish purchases		6,691,037			7,775,950
Processing costs & feeding expenses		183,265			226,287
Shipping & freight		803,258			680,315
Direct selling costs		1,618,055			1,214,280
		9,295,615			9,896,832
Gross Profit		2,143,249			1,583,184
EXPENSES
Salaries and wages		761,769			798,154
Outside services and consultants		187,723			445,059
Rent and occupancy costs		218,639			224,835
Vessel expenses		13,819			40,211
Travel, meals and entertainment		167,679			176,007
Telephone and cell phones		62,653			102,058
Payroll taxes		49,193			57,155
Vehicles expenses		70,148			97,587
Depreciation		49,759			100,766
Employees benefits		105,347			83,821
Professional fees		87,735			36,486
Office expense and supplies		69,015			154,310
Bank charges & miscellaneous		16,242			12,161
Permits, licenses & import Duties		2,867			10,632
		1,862,588			2,339,242
Income (loss) from operations		280,661			(756,058	)
OTHER INCOME (LOSS) AND (EXPENSE)
Interest expense		(254,943	)		(190,238	)
Gain (loss) on sale of assets		-			(15,135	)
Exchange gains (losses)		114,885			15,902
INCOME BEFORE PROVISION FOR INCOME TAX		140,603			(945,529	)
Add benefit for income taxes		(63,649	)		372,400
Net Income (Loss)	$	76,954		$	(573,129	)

See notes to financial statements

3

OCEANIC ENTERPRISES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the years ending December 31, 2009 and 2008

			Additional		Retained
	Common		Paid-in-		Earnings
	Stock		capital		(Deficit)			Total
Balance at December 31, 2007	$	10,000	$	1,000,000	$	(214,331	)	$	795,669
Net Income (Loss)		-		-		(573,129	)		(573,129	)
Balance at December 31, 2008	$	10,000	$	1,000,000	$	(787,460	)	$	222,540
Net Income (Loss)		-		-		76,954			76,954
Balance at December 31, 2009	$	10,000	$	1,000,000	$	(710,506	)	$	299,494

See notes to financial statements

4

OCEANIC ENTERPRISES, INC.

STATEMENT OF CASH FLOWS

For the years ending December 31, 2009 and 2008

	2009			2008
Net Income (Loss)	$	76,954		$	(573,129	)
Adjustments to reconcile net income to net cash used by operating activities:
Depreciation		49,759			100,766
(Gain) Loss on disposition of assets		-			15,135
Effect of change in:
Accounts receivable - Baja Aqua Farms		(645,774	)		295,881
Inventory		(5,659	)		4,710,000
Notes receivable - Baja Aqua Farms		(700,000	)		-
Due from - Rancho Marino		(1,121,390	)		(1,035,923	)
Prepaid taxes		1,400			-
Deferred tax asset, net		62,000			(374,000	)
Prepaids, employee and other advances		8,380			(14,551	)
Deposits		(2,000	)		(6,000	)
Accounts payable		111,935			(74,922	)
Accrued compensated absences		(7,500	)		(20,603	)
Credit Cards Payable		(1,967	)		(23,463	)
Amounts due to - Baja Aqua Farms		474,669			(3,420,899	)
Accrued interest payable		108,120			2,674
Net cash used by operating activities		(1,591,073	)		(419,034	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment		-			75,000
Acquisition of equipment		(12,339	)		(5,552	)
Net cash provided by investing activities		(12,339	)		69,448
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans from (repayments to) - Stockholder		(1,384,832	)		3,324,237
Net cash provided (use) by financing activities		(1,384,832	)		3,324,237
Net Increase (decrease) in cash		(2,988,244	)		2,974,651
CASH, beginning of year		2,995,391			20,740
CASH, end of year	$	7,147		$	2,995,391

See notes to financial statements.

5

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS

For the years ending December 31, 2009 and 2008

NOTE 1 – NATURE OF THE BUSINESS AND ORGANIZATION

In March 2007, Agritrade USA, Inc. changed its name to Oceanic Enterprises, Inc. Oceanic Enterprises, Inc., a California Corporation, (“Oceanic” or the “Company” also doing business as: Midway Services) was formed in November 2000, primarily to provide support and management services to Baja Aqua Farms, S.A. de C.V., a Mexico corporation (“Baja Aqua Farms”) affiliated though certain common ownership. Baja Aqua Farms is engaged in the business of fishing and fish farms off the coast of Baja California, Mexico. The primary product and market of the Baja Aqua Farms is Blue Fin tuna for sale on the Japanese fish exchanges. Oceanic enterprises, Inc. (hereafter, Oceanic) contracts to distribute fish, and provides, support personnel, fish processing, shipping, selling and accounts receivable billing and collection services for the benefit of the Baja Aqua Farms.

Oceanic Enterprises, Inc.’s, common stock was 100% owned by AUSA ehf Iceland (“AUSA”) in 2008. In January 2009 AUSA merged with Holshyrna ehf Iceland a private holding company (“Holshyrna”), acquiring the 100% of the stock of Oceanic Enterprises, Inc. Holshyrna and its predecessor AUSA , also owned 99.98% interest in Baja Aqua Farms. In April 2010, Baja Aqua Farms completed a reorganization resulting in Holshyrna owning less than a majority interest in Baja Aqua Farms. As Oceanic and Baja Aqua Farms were no longer under common control or management upon completion of the reorganization, the financial statements of the two entities cannot be combined or consolidated.

On July 20, 2010, Holshyrna entered into a stock purchase agreement with Umami Sustainable Seafood Inc. (“Umami”), providing for the sale from Holshyrna of a total of 33% of the equity of Oceanic. The agreement provided for the acquisition of the 33% interest in Oceanic for $0.3 million.

As part of the stock purchase agreement, Umami also acquired the option, exercisable by September 15, 2010, to purchase all remaining Oceanic shares in consideration for a cash payment of $0.7 million. On September 15, 2010, Umami exercised the option and on November 30, 2010 Umami completed the acquisition of Oceanic and Oceanic became Umami’s wholly owned subsidiary.

Simultaneously with the acquisition agreements discussed above, Baja Aqua Farms was also acquired by Umami.

These financial statements of Oceanic are presented in accordance with the SEC rules for an acquisition of an entity. As such, the financial statements are presented on a stand-alone basis and include only the assets, liabilities and operations of Oceanic and are not consolidated or combined with any other entities controlled or majority owned by Holshyrna which are not part of the acquisition. These financial statements present all the costs of doing business, as no material costs were incurred by Holshyrna on the subsidiary’s behalf that were not billed and paid for by Oceanic.

NOTE 2 - BASIS OF PRESENTATION

Oceanic maintains its book and records in U.S. dollars and prepares its financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP).

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

For the Year ending December 31, 2008 and up through June 2009, Oceanic’s revenues came from direct sales of fish (acquired exclusively from Baja Aqua Farms) to third parties. In 2009, Oceanic also charged Baja Aqua Farms fees for management and administrative services, commissions, and vessel use fees. Oceanic also administers contracts for processing fish and purchasing of certain supplies and equipment in the US for the benefit of Baja Aqua Farms. Oceanic capitalizes these costs and expenses, which are invoiced to Baja Aqua Farms for full reimbursement. Accordingly, the recovery of these costs and expenses are not included in the revenues, expenses and cash flows of Oceanic.

6

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES – Continued

Oceanic owned and operated a vessel utilized to transport personnel, supplies, equipment and fish harvested to/from the Baja Fish Farms. During 2008, this vessel was sold to Baja Aqua Farms.

Cash and Cash Equivalents

Cash and cash equivalents are comprised of short-term, highly liquid investments including certificates of deposits with maturities of 90 days or less. Oceanic maintains cash and cash equivalent balances at a large national financial institution. The accounts are insured by the Federal Deposit Insurance Corporation up to $250,000. From time to time Oceanic’s cash balances exceed the deposit insurance limits. During seasonal periods Oceanic will maintain certain deposits in Japanese yen and hedge contracts as a result of its billing and collection process for fish sold in Japan by Oceanic and for Baja Aqua Farms. Rate exchange gains or losses are credited or charged to the books based upon for Oceanic for its direct sales of fish and reimbursed by Baja Aqua Farms for any sales administered on its behalf.

Accounts Receivable – Baja Aqua Farms

At December 31, 2009 and 2008 accounts receivable represent amount due from Baja Aqua Farms for management services, commission, processing fees and reimbursable expenses paid by Oceanic on behalf of Baja Aqua Farms. Accordingly, management believes receivables are fully collectible, and no reserve for allowance for doubtful accounts has been established.

Inventory – Cost of Goods Sold

In December 2007, Oceanic entered into an agreement with Baja Aqua Farms to acquire 300,000 kilograms of its Blue Fin inventory for $4,710,000. Under the terms of the agreement, Oceanic was to pay Baja Aqua Farms $380,000 down with the balance payable incrementally over four months ending April 30, 2008. Interest charged to operations and paid for to Baja Aqua Farms under the bulk purchase agreement for the year ending 2008 was $99,435. During 2008, Oceanic acquired $3,065,950 of additional fish inventory from Baja Aqua Farms for sale to third parties. For the years ending December 31, 2009 and 2008, costs of goods sold include $6,691,037 and $7,775,950, respectively; for cost fish acquired exclusively from Baja Aqua Farms for direct sales by Oceanic.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the straight-line and accelerated methods over the estimated useful lives of the respective assets, which range from 5 to 10 years. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. For the years ending December 31, 2009 and 2008, $49,459 and $100,766 was charged to depreciation expense; respectively, and $82,069 of the assets had been fully depreciated as of December 31, 2009.

Accounts Payable To — Baja Aqua Farms

During fishing and harvest cycles Oceanic provides selling, billing and collection services for Baja Aqua Farms for fish sales. Oceanic provides credit to customers and generally requires no security or collateral. Oceanic performs a regular review of customer activity and uses the direct write-off method for any uncollectible accounts, which are charged to Baja Aqua Farms. These receivable balances are offset by a contra-payable account to Baja Aqua Farms, and when collections are received they are remitted to Baja Aqua Farms. From time to time to Oceanic will retain these deposits to cover cash shortages which are classified as “Amounts due to – Baja Aqua Farms

7

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES – Continued

Income Taxes and Deferred Taxes

Income and deferred taxes has been recorded under the liability method whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities, as well as the expected future tax benefit to be derived from tax loss and credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income tax asset or liability. Valuation allowances are established when realization of deferred tax assets is uncertain. The effect of tax rate changes is reflected in tax expense during the period in which such changes are enacted.

Use of Estimates

The preparation of financial statements requires that management make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior year to conform to the current presentation.

NOTE 4 – DUE FROM AND NOTES RECEIVABLE - RELATED PARTIES

Oceanic converted $700,000 of Baja Aqua Farms accounts receivable to a note which was recorded as a note receivable for a period of one year. All principal and accrued and unpaid interest at rate of 6.5% per annum is due December 1, 2010.

Oceanic has makes certain advances to or on behalf of other support entities which are related to Baja Aqua Farms for general financing needs and to acquiring certain assets including Mexican fishing and farming permits: These related entities include:

Rancho Marino Guadalupe – an entity established to hold certain assets and farming permits which was owned 99% by Baja Aqua Farms and 1% by Marpesca through January 25, 2010 at which time it was sold to a related party of Baja.

Marpesca – an entity established to acquire and hold fishing permits which is owned 49% by Baja Aqua Farms and 51% by an unrelated Mexican national.

NOTE 5 – LEASE COMMITMENTS

In January 2007 Oceanic entered into a non-cancelable long-term lease commitment for office facilities located in San Diego California. Occupancy commenced in March 2007 with a 62-month term ending in May 2012. As of December 31, 2009, rent was payable monthly at $8,486, plus a percentage of common operating costs. The monthly rent increases of approximately 3% annually each April over the lease term.

Oceanic leases numerous residential properties for use by certain maritime and temporary personnel as well as for visiting contractors. The leases were originally signed for one year or less with several converting to month-to-month agreements at the expiration of the original lease term. The total combined monthly rental payments on the residential lease agreements were approximately $6,600 per month as of December 31, 2009.

Total rent and occupancy costs charged to operations for the year ending December 31, 2009 and 2008 were $198,628 and $235,411, respectively.

8

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

NOTE 5 – LEASE COMMITMENTS – Continued

Total minimum annual long-term lease commitments (i.e. agreements lasting longer than one year) as of December 31, 2009 are as follows:

Year	Rents
2010		104,080
2011		107,063
2012		45,488
	$	256,631

NOTE 6 – DEPOSITS, RELATED LETTER OF CREDIT AND PURCHASE COMMITMENTS

Included in Long-Term Deposits at December 31, 2009 and 2008 is a $50,000 deposit held as collateral for an outstanding letter of credit issued for the purpose of obtaining US Customs Carrier Bond (# 259601974) related to the use and operations of the Cape Falcon, (a vessel owned by Baja Aqua Farms used to transport fish, personnel and equipment between US and Mexico), and a $57,990 office lease deposit.

NOTE 7 – LOANS PAYABLE – Stockholder

During 2008, the majority Stockholder made certain loans from entities controlled by the Stockholder totaling $3,324,237. Notes are due on demand, but management has classified these as long-term based upon the majority Stockholder’s representation. For the year ended December 31, 2008 interest of $90,803 was accrued and charged to operations, at a 7.3% per annum, with $50,630 paid and $40,173 accrued unpaid as of December 31, 2008. For the year ended December 31, 2009 interest of $148,294 was accrued and charged to operations, at a 6.8% per annum, with $40,173 paid and $148,294 accrued unpaid as of December 31, 2009.

NOTE 8 – COMMON STOCK

Oceanic has a single class of no par value common stock with 200,000 shares authorized, and 10,000 issued and outstanding as of December 31, 2009 and 2008. In January 2009 AUSA ehf merged with Holshyrna ehf (Iceland) a Private holding company, acquiring the 100% of the stock of Oceanic Enterprises, Inc.

NOTE 9 - INCOME TAXES

The provisions for income taxes for the years ended December 31, 2009 and 2008 are follows:

	Year Ended December 31,
	2009		2008
Current Provision	$	1,649	$	1,600
Deferred taxes (deferred tax benefit)		62,000		(374,000	)
Tax provision (benefit)	$	63,649	$	(372,400	)

The effective tax rates of 45.3% and 39.4% for the years ended December 31, 2009 and 2008, respectively, differ from the statutory U.S. federal income tax rate of 34% primarily due to state income taxes.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

9

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

NOTE 9 – INCOME TAXES – Continued

The significant components of the deferred income taxes at December 31, 2009 and 2008 are as follows:

	Year Ended December 31,
	2009			2008
Accrued compensated absences	$	8,000		$	9,600
Net operating losses		424,200			483,800
Total Deferred Tax Assets		432,200			493,400
Depreciation		(2,200	)		(1,400	)
Total Deferred Tax Laibilities		(2,200	)		(1,400	)
Deferred tax asset, net	$	430,000		$	492,000

In assessing the potential realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.

From time to time, the Company may take positions for filing its tax returns which may differ from the treatment of the same item for financial reporting purposes. The ultimate outcome of these items will not be known until the IRS has completed its examination or until the statute of limitations has expired. In these situations, the Company recognizes interest and penalties related to the uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties related to uncertain tax positions at the years ended December 31, 2009 or 2008. In addition, the Company did not have any unrecognized tax benefits for the years ended December 31, 2009 and 2008.

The tax years 2004 to 2009 remain open to examination by federal and state taxing jurisdictions.

At December 31, 2009, the Company has tax loss carryforwards available for offset against future taxable income as follows:

Available through December 31, 2015	$	149,613
Available through December 31, 2028	$	908,594

The net cash paid for income taxes for the years ending December 31, 2009 and 2008 was $200 and $1,600, respectively.

NOTE 10 – RELATED PARTY ACCOUNTS AND TRANSACTIONS

In May 2001, Oceanic purchased a Vessel known as Cape Falcon with funds advances from Baja Aqua Farm the vessel is flagged in the US and owned by Oceanic for use in supporting the fishing and fish farming activities of Baja Aqua Farms. The advanced funds were converted to $300,000, ten-year term, balloon note with interest at 4.75% per annum payable on demand; all principal and unpaid interest due April 2011. In July 2007, the note was paid in full. In October 2008, Oceanic sold the Cape Falcon and certain related vessel equipment to Baja Aqua Farms for $75,000 resulting in a $15,135 loss included in other income and loss for the year ending December 31, 2008.

Attached is a summary schedule of the related party accounts balance and transactions for the year ending December 31, 2009 and 2008.

10

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

NOTE 10 – RELATED PARTY ACCOUNTS AND TRANSACTIONS – Continued

Summary Schedule of Related Party Accounts Balances and Transactions

	2009			2008
	Assets			Assets
	(Liabilities)			(Liabilities)
Assets and Liabilities:
Other receivables	$	-		$	8,941
Due from (to) Baja Aqua Farms and subsidiaries:
Accounts receivable - Baja Aqua Farms	$	645,774		$	-
Due from - Rancho Marino		2,157,313			1,035,923
Notes receivable - Baja Aqua Farms		700,000			-
Accounts Payable to - Baja Aqua Farms		(1,475,445	)		(1,009,101	)
Advance from - Marpesa		(8,325	)		-
Amounts due from (to) - Baja Aqua Farms and subsidiaries, net	$	2,019,317		$	26,822
Accrued interest payable - Stockholder	$	(148,294	)	$	(40,174	)
Notes payable - Stockholder	$	(1,939,405	)	$	(3,324,237	)

11

OCEANIC ENTERPRISES, INC.

NOTES TO THE FINANCIAL STATEMENTS, (continued)

For the years ending December 31, 2009 and 2008

NOTE 10 – RELATED PARTY ACCOUNTS AND TRANSACTIONS – Continued

Summary Schedule of Related Party Accounts Balances and Transactions (continued)

	2009			2008
	Income			Income
	(Expenses)			(Expenses)
Revenues - Baja Aqua Farms:
Fish processing & other services	$	4,305		$	260,315
Management fees, commissions and vessel charter fees		1,727,350		$	510,040
	$	1,731,655		$	770,355
Expenses - Baja Aqua Farms:
Fish purchases	$	(6,691,037	)	$	(7,775,950	)
Interest expense	$	-		$	(99,435	)
Gain (Loss) on sale of assets	$	-		$	(15,135	)
Expenses - Others
Interest expense - Stockholder	$	(148,294	)	$	(90,803	)

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through April 13, 2012, the date through which these financial statements were available to be issued.

12

EX-99.4

Exhibit 99.4

BAJA AQUA FARMS, S.A. DE C.V.

INDEX TO UNAUDITED RESTATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

	PAGE
UNAUDITED CONSOLIDATED RESTATED FINANCIAL STATEMENTS:
Consolidated Restated Balance Sheets at September 30, 2010 and December 31, 2009	2
Consolidated Restated Statements of Operations for the Nine Months Ended September 30, 2010 and 2009	3
Consolidated Restated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2010 and 2009	4
Consolidated Restated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009	5
Notes to Consolidated Restated Financial Statements	6

1

BAJA AQUA FARMS, S.A DE C.V.

CONDENSED CONSOLIDATED RESTATED BALANCE SHEETS

(in thousands)

(Unaudited)

	September 30, 2010			December 31, 2009
ASSETS:
Current assets:
Cash and cash equivalents	$	2,872		$	610
Accounts receivable, trade, net		508			613
Accounts receivable, related parties		668			189
Inventories		21,859			10,510
Refundable value added tax		767			952
Prepaid expenses and other current assets		208			599
Total current assets		26,882			13,473
Other assets		—			6
Property, machinery and equipment, net		3,776			3,166
Total assets	$	30,658		$	16,645
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Short-term borrowings	$	3,205		$	—
Accounts payable, trade		3,810			2,590
Accounts payable, related parties		12,291			2,157
Income taxes payable		10			533
Deferred income taxes		55			53
Total current liabilities		19,371			5,333
Other liabilities		—			5,675
Due to related parties		—			23,302
Total liabilities		19,371			34,310
Stockholders’ Equity:
Common stock without par value, 898,080 and 2,298,260 shares authorized, issued and outstanding at September 30, 2010 and December 31, 2009, respectively		33,330			12,291
Additional paid-in capital		68			68
Accumulated deficit		(22,813	)		(30,112	)
Subtotal		10,585			(17,753	)
Noncontrolling interest in Marpesca		702			88
Total equity		11,287			(17,665	)
Total liabilities and stockholders’ equity	$	30,658		$	16,645

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

BAJA AQUA FARMS, S.A DE C.V.

CONDENSED CONSOLIDATED RESTATED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Nine Months Ended  September 30,
	2010			2009
Net revenue	$	5,899		$	7,820
Cost of goods sold		(6,838	)		(6,474	)
Gross profit		(939	)		1,346
General and administrative expenses		(2,342	)		(2,620	)
Operating loss		(3,281	)		(1,274	)
Loss from foreign currency remeasurements		(911	)		(354	)
Gain on sale of fixed assets		2			1,560
Interest expense, net		(60	)		(277	)
Gain on insurance settlement		1,097			900
Other income (expense), net		(323	)		(92	)
Income before income tax expense		(3,476	)		463
Income tax expense		—			(36	)
Net income (loss)		(3,476	)		427
Add (subtract) net loss (gain) attributable to non-controlling interest in Marpesca		614			(538	)
Net income (loss) attributable to Baja Aqua Farms stockholders	$	(2,862	)	$	(111	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

BAJA AQUA FARMS, S.A DE C.V.

CONDENSED CONSOLIDATED RESTATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(Unaudited)

	Common Stock						Additional  Paid-in		Accumulated			Baja Aqua  Farms S.A.  Stockholders’			Non-  Controlling  Interest in		Total
	Shares			Amount			Capital		Deficit			Equity			Marpesca		Equity
Balance, December 31, 2009		2,298		$	12,291		$	68	$	(30,112	)	$	(17,753	)	$	88	$	(17,665	)
Sale of RMG to Corposa		—			(1,335	)		—		10,775			9,440			—		9,440
Purchase of 70% interest in Baja by Corposa		188,803			24,542			—		—			24,542			—		24,542
Additional capital contribution by Holshyrna related to Corposa buy-in		200			3,144			—		—			3,144			—		3,144
Adjustment of capital to Corposa and Holshyrna and cancellation of shares		(190,699	)		(5,312	)		—		—			(5,312	)		—		(5,312	)
Purchase of 33% interest in Baja by Umami		296			7,670			—		—			7,670			—		7,670
Reimbursement of capital to Corposa		—			(7,670	)		—		—			(7,670	)		—		(7,670	)
Net income (loss)		—			—			—		(3,476	)		(3,476	)		614		(2,862	)
Balance, September 30, 2010		898		$	33,330		$	68	$	(22,813	)	$	10,585		$	702	$	11,287

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

BAJA AQUA FARMS, S.A DE C.V.

CONDENSED CONSOLIDATED RESTATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(in thousands)

(Unaudited)

	Nine Months Ended
	2010			2009
Operating activities
Net income (loss)	$	(3,476	)	$	427
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization		17			11
Deferred income tax		—			4
Gain on sale fixed assets		(2	)		(1,560	)
Gain on insurance settlement		(1,097	)		(900	)
Changes in assets and liabilities:
Accounts receivable, trade		105			74
Accounts receivable, related party		(479	)		477
Inventories		(10,960	)		(1,447	)
Refundable value added tax		185			15
Prepaid expenses and other current assets		391			(152	)
Accounts payable, trade and accrued liabilities		1,215			(146	)
Accounts payable, related party		5,521			1,082
Income taxes payable		(522	)		(74	)
Other liabilities		—			6
Net cash flows used in operating activities		(9,102	)		(2,183	)
Investing activities
Purchases of machinery and equipment		(1,449	)		(684	)
Proceeds from sales of machinery and equipment		58			2,246
Proceeds from insurance settlement		1,097			900
Net cash flows provided by (used in) investing activities		(294	)		2,462
Financing activities
Bank financing		3,147			—
Purchase of 33% interest in Baja by Umami		7,670			—
Proceeds from related parties		—			183
Net cash flows provided by financing activities		10,817			183
Subtotal		1,421			462
Effect of exchange rate changes on the balances of cash held in foreign currencies		841			(70	)
Cash and cash equivalents at beginning of year		610			66
Cash and cash equivalents at end of year	$	2,872		$	458
Supplemental cash flow information
Cash paid during the year for:
Interest	$	60		$	277
Income Taxes		—			—
Non-cash activities activities:
Sale of RMG to Corposa	$	9,440		$	—
Additional capital contribution related to Corposa buy-in		24,542			—
Adjustments of capital to Corposa and Holshyrna and cancellations of shares		(2,168	)		—
Reimbursement of capital to Corposa		(7,670	)		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

BAJA AQUA FARMS, S.A DE C.V.

NOTES TO INTERIM CONDENSED CONSOLIDATED RESTATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS

Baja Aqua Farms, S.A. de C.V. (“Baja” or the “Company”) fishes and farms Pacific Bluefin Tuna for sale primarily into the Japanese sushi and sashimi market.

In 2008, Baja’s common stock was 99.98% owned by a wholly owned subsidiary of Ausa Ehf, an Icelandic private holding company (“Ausa”). In January 2009, such wholly owned subsidiary was merged into Holshyrna Ehf, resulting in Holshyrna directly owning 99.98% of Baja’s stock.

In January, 2010, Baja sold the shares of Rancho Marino Guadalupe, S.A. de C.V. (“RMG”), its then wholly owned subsidiary, to Corposa S.A. de C.V. (“Corposa”) for a nominal cash amount. See Note 8 – Related Parties for further detail.

On April 5, 2010, the Company’s shareholders recapitalized the Company by converting $24.5 million of debt owed to Corposa into equity. As a result, Corposa owned approximately 70% of the total outstanding shares of the Company after the reorganization. See Note 8 – Related Parties for further detail.

Following the recapitalization whereby Corposa acquired 70% interest in Baja and prior to the acquisition of the 33% interest in Baja by Umami, Baja effected certain recapitalizations of related party debt and shares.

On July 20, 2010, Corposa and Holshyrna entered into a stock purchase agreement with Umami Sustainable Seafood Inc. (Umami), Oceanic Enterprises, Inc. (“Oceanic”), and certain other parties, providing for the sale from Corposa and Holshyrna of 33% of the equity in Baja. The agreement provided for acquisition of 33% interest in Baja by Umami for $7.7 million, which included $4.9 million that had been advanced to Baja previously.

As part of the stock purchase agreement, Umami also acquired the option, exercisable by September 15, 2010, to purchase all remaining Baja shares in consideration for the issuance of a) 10,000,000 shares of Umami’s common stock and b) payment in cash of $9.3 million. On September 15, 2010, Umami exercised the option and on September 27, 2010, the parties entered into amendments to each of the agreements requiring certain capital distributions plus an additional $2.0 million related to the amendments to be made to the selling parties on or before November 30, 2010. On November 30, 2010, Umami consummated the acquisition of Baja. However, instead of making the $9.3 million cash payment described above, Umami paid $7.8 million in cash and issued zero interest promissory notes in the aggregate principal amount of $1.5 million on November 30, 2010. The notes, which were unsecured, were due and paid on December 10, 2010. As a result, on November 30, 2010, Baja became Umami’s 99.98% owned subsidiary.

Simultaneously with the acquisition agreements discussed above, an affiliate of Baja, Oceanic, was also acquired by Umami.

Baja’s core business activity is farming and selling Pacific Bluefin Tuna. The production is seasonal, as tuna is caught mostly during the period from May through August. Bluefin Tuna has a farming period between 0.5 years and 3.5 years. Most of Baja's sales transactions normally occur during the months of October through March.

Baja performs its operations through the use of employees provided by a third-party labor leasing contractor (Servicios Administrativos). This type of labor leasing arrangement is typical in Mexico and is routinely entered into for labor, regulatory and liability purposes. In addition, certain of Baja’s administrative functions are performed by Oceanic, Baja’s affiliate. Oceanic is incorporated in the United States, was wholly owned by Holshyrna Ehf (and, as of November 30, 2010, is 100% owned by Umami) and operates as a management services company for Baja.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Baja and its consolidated variable interest entity, Marpesca, have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). All significant intercompany accounts and transactions have been eliminated. Certain information and note disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, they should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 31, 2009.

6

The interim condensed consolidated financial statements at September 30, 2010 and for the nine months ended September 30, 2010 are unaudited. In the opinion of management, all adjustments and disclosures considered necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods have been included. These adjustments are of a normal recurring nature. However, the reported results for the interim period ended September 30, 2010 are not indicative of the results that may be expected for the fiscal year ending December 31, 2010. The December 31, 2009 year-end balance sheet data was derived from the audited financial statements and notes thereto for the fiscal year ended December 31, 2009.

Baja’s and Marpesca’s (see below) financial statements are maintained in Mexican Pesos (MXN), and have been remeasured into USD, their functional currency. The resulting gain or loss related to remeasurements is included in the statements of operations in gain/loss from foreign currency remeasurements. All amounts appearing in tables are stated in thousands of USD, unless indicated otherwise.

Transactions in foreign currencies are initially recorded at the exchange rates prevailing on the dates of the transactions. Non-monetary assets of Baja are remeasured at the historical exchange rate prevailing on the date of the transaction. Monetary assets and liabilities of Baja are remeasured at the spot rates at each balance sheet date. Revenues and expenses are remeasured at average exchange rates in effect during the period. The results of remeasurement gains and losses are reflected in the statements of operations in gain (loss) from foreign currency remeasurements.

Restatements

Baja’s financial statements as of and for the nine months ended September 30, 2010 and 2009 were restated for the following reasons:

§ GAAP Presentation: Baja’s financial statements were originally prepared and presented in accordance with Mexican Financial Reporting Standards (MFRS). As such, the Company has adjusted and/or reclassified certain items to conform with US GAAP, including: foreign currency remeasurements of certain balance sheet and income statement balances; presentation of variable interest entity balances; cost accounting of inventory; and classification of certain asset, liability, income and expense balances.

§ Classification of Owner Liabilities and Equity: Upon acquisition of the Company by Umami (see further discussion at Note 1 above), all related party liabilities and capital accounts were fully settled upon Umami’s payment of the purchase price to the related parties. As such, certain related party liabilities and equity balances have been reclassified to reflect this.

§ Intercompany Balances: The Company determined that certain intercompany amounts had not been properly classified and/or eliminated. As such, the Company has reclassified and/or adjusted certain items to properly classify and/or fully eliminate these items in accordance with US GAAP.

§ Tax Provision: Based upon certain of the changes noted above, the Company’s tax provision was adjusted in accordance with US GAAP.

The Company evaluated the effects of these adjustments on its consolidated financial statements as of and for the nine months ended September 30, 2010 and 2009 in accordance with the guidance provided by ASC 250, and based on its conclusions has restated its consolidated financial statements as follows:

	Condensed Consolidated Balance Sheet Information as of September 30, 2010
	As previously reported			Adjustments			Restated
Cash and cash equivalents	$	2,867			5			2,872
Accounts receivable, trade, net		2,315			(1,807	)		508
Accounts receivable, related party		115			553			668
Inventories		22,692			(833	)		21,859
Refundable value added tax		—			767			767
Prepaid expenses & other current assets		221			(13	)		208
Other assets		421			(421	)		—
Property, machinery and equipment, net		3,759			17			3,776
Short-term borrowings		—			3,205			3,205
Accounts payable, trade		2,298			1,512			3,810
Accounts payable, related party		36,510			(24,219	)		4,518
Income taxes payable		—			10			10
Deferred income taxes, current		—			55			55
Long term debt		3,200			(3,200	)		—
Common stock		7,707			25,623			33,330
Accumulated deficit		(17,393	)		(5,420	)		(22,813	)
Non-controlling interest in Marpesca		—			702			702

7

	Condensed Consolidated Statements of Operations for the Nine Months Ended  September 30,
	2010									2009
	As previously reported			Adjustments			Restated			As previously reported			Adjustments			Restated
Net revenue	$	6,043			(144	)		5,899		$	7,839			(19	)		7,820
Cost of goods sold		(7,339	)		501			(6,838	)		(4,968	)		(1,506	)		(6,474	)
Gross profit		(1,296	)		357			(939	)		(2,871	)		4,217			1,346
General and administrative expenses		(3,318	)		976			(2,342	)		(3,283	)		663			(2,620	)
Operating loss		(4,614	)		1,333			(3,281	)		(412	)		(862	)		(1,274	)
Gain on sale of fixed assets		—			2			2			—			1,560			1,560
Gain on insurance settlement		—			1,097			1,097			—			900			900
Other income, net		1,246			(1,569	)		(323	)		2,035			(2,127	)		(92	)
Loss from foreign currency remeasurements (included in comprehensive financing income)		(1,840	)		929			(911	)		(522	)		168			(354	)
Interest expense		—			(60	)		(60	)		—			(277	)		(277	)
Gain (loss) before income tax benefit		(5,208	)		1,732			(3,476	)		1,101			(638	)		463
Income tax benefit (expense)		—			—			—			—			(36	)		(36	)
Net income (loss)		(5,208	)		1,732			(3,476	)		1,101			(674	)		427
Net loss from discontinued operations		(144	)		144			—			(486	)		486			—
Net income (loss) attributable to Marpesca		—			614			614			—			(538	)		(538	)
Net income (loss) attributable to Baja stockholders		—			(2,862	)		(2,862	)		—			(111	)		(111	)

	Consolidated Statements of Stockholders’ Equity for the Nine Months Ended September 30, 2010
	Common Stock																	Contributions for future																	Non-Controlling Interest in
	Shares								Amount									increases in capital								Accumulated Deficit									Marpesca						Total Equity
	As previously reported		Adjustments			Restated			As previously reported			Adjustments			Restated			As previously reported			Adjustments			Restated		As previously reported			Adjustments			Restated			As previously reported		Adjustments		Restated		As previously reported			Adjustments			Restated
Balance, December 31, 2009		2,298		—			2,298		$	12,291		$	—		$	12,291		$	19,755		$	(19,755	)	$	—	$	(21,576	)	$	(8,536	)	$	(30,112	)	$	—	$	88	$	88	$	10,539		$	(28,204	)	$	(17,665	)
Sale of RMG to Corposa		—		—			—			—			(1,335	)		(1,335	)		—			—			—		—			10,775			10,775			—		—		—		—			9,440			9,440
Purchase of 70% interest in Baja by Corposa		—		188,803			188,803			—			24,542			24,542			—			—			—		—			—			—			—		—		—		—			24,542			24,542
Additional capital contribution by Holshyrna related to Corposa buy-in		—		200			200			—			3,144			3,144			—			—			—		—			—			—			—		—		—		—			3,144			3,144
Adjustment of capital to Corposa and Holshyrna and cancellation of shares		—		(190,699	)		(190,699	)		—			(5,312	)		(5,312	)		—			—			—		—			—			—			—		—		—		—			(5,312	)		(5,312	)
Purchase of 33% interest in Baja by Umami		—		296			296			—			7,670			7,670			—			—			—		—			—			—			—		—		—		—			7,670			7,670
Reimbursement of capital to Corposa		—		—			—			—			(7,670	)		(7,670	)		—			—			—		—			—			—			—		—		—		—			(7,670	)		(7,670	)
Other										(4,584	)		4,584			—			(19,755	)		19,755			—		9,535			(9,535	)		—			—		—		—		(14,805	)		14,805			—
Net income (loss)		—		—			—			—			—			—			—			—			—		(5,352	)		1,876			(3,476	)		—		614		614		(5,352	)		2,490			(2,862	)
Balance, September 30, 2010		2,298		(1,400	)		898		$	7,707		$	25,623		$	33,330		$	—		$	—		$	—	$	(17,393	)	$	(5,420	)	$	(22,813	)	$	—	$	702	$	702	$	(9,618	)	$	20,905		$	11,287

8

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended  September 30,
	2010									2009
	As  previously  reported			Adjustments			Restated			As  previously  reported			Adjustments			Restated
Net income (loss)	$	(5,208	)	$	1,732		$	(3,476	)	$	1,101		$	(674	)	$	427
Net loss from discontinued operations		(144	)		144			—			(486	)		486			—
Adjustments to reconcile net cash used in operating activities:
Depreciation and amortization		366			(349	)		17			305			(294	)		11
Gain on sale of fixed assets		—			(2	)		(2	)		—			(1,560	)		(1,560	)
Gain on insurance settlement		—			(1,097	)		(1,097	)		—			(900	)		(900	)
Deferred income tax		(18	)		18			—			(4	)		8			4
Changes in assets and liabilities:
Accounts receivable, trade		3,503			(3,398	)		105			(131	)		205			74
Accounts receivable, related party		(197	)		(282	)		(479	)		501			(24	)		477
Inventories		(10,362	)		(598	)		(10,960	)		(2,591	)		1,144			(1,447	)
Refundable value added tax		—			185			185			—			15			15
Prepaid expenses & other current assets		360			31			391			(161	)		9			(152	)
Accounts payable, trade		(376	)		1,591			1,215			3,929			(4,075	)		(146	)
Accounts payable, related party		33,082			(27,561	)		5,521			2,729			(1,647	)		1,082
Income taxes payable		—			(522	)		(522	)		—			(74	)		(74	)
Other liabilities		—			—			—			—			6			6
Net cash used in operating activities		21,006			(30,108	)		(9,102	)		5,192			(7,375	)		(2,183	)
Net cash used in operating activities of discontinued operations		(4,893	)		4,893			—			(5,546	)		5,546			—
Purchases of machinery and equipment		(952	)		(497	)		(1,449	)		(423	)		(261	)		(684	)
Proceeds from sales of machinery and equipment		—			58			58			454			1,792			2,246
Proceeds from insurance settlement		—			1,097			1,097			—			900			900
Net cash provided by (used in) investing activities		(952	)		658			(294	)		31			2,431			2,462
Net cash provided by investing activities of discontinued operations		—			—			—			664			(664	)		—
Bank financing (included in Proceeds from third parties (included in issuance of LT Debt))		3,200			(53	)		3,147			—			—			—
Purchase of 33% interest in Baja by Umami (included in Reclassification of equity to accounts payable to related parties)		(29,453	)		37,123			7,670			—						—
Proceeds from related parties		—			—			—			—			183			183
Repayments of note payable to financial institutions		(1,381	)		1,381			—			(1,313	)		1,313			—
Net cash provided by financing activities		(27,634	)		38,451			10,817			(1,313	)		1,469			183
Net cash provided by financing activities of discontinued operations		14,648			(14,648	)		—			1.365			(1,365	)		—
Subtotal		2,198			(777	)		1,421			393			69			462
Effect of exchange rate changes on the balances of cash held in foreign currencies		—			841			841			—			(70	)		(70	)
Cash and cash equivalents at beginning of year		669			(59	)		610			66			—			66
Cash and cash equivalents at end of year		2,867			5			2,872			459			(1	)		458

9

Certain other items in the prior periods have been reclassified to conform with the September 30, 2010 presentation, with no effects on previously reported equity or net income (loss) attributable to Baja stockholders.

Accounting Estimates

The preparation of financial statements in conformity with US GAAP requires that management 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 period. Management exercises significant judgment in estimating the weight of the biomass of tuna inventories, recoverability of long-lived assets and utilization of deferred tax assets. Actual results may differ from those estimates.

Variable Interest Entity

Under ASC 810, a variable interest entity (“VIE”) is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, the Company has determined that it is the primary beneficiary in a VIE, Marpesca S.A. de C.V. (“Marpesca”), of which Baja is the primary beneficiary, as the Company absorbs significant economics of Marpesca, has the power to direct the activities that are considered most significant to Marpesca, and provides financing to Marpesca. In addition, Marpesca does not have the total equity investment at risk sufficient to permit it to finance its activities without the Company’s support. As such, Marpesca has been consolidated within the Company’s consolidated financial statements.

Revenue Recognition

Revenue is recognized when tuna inventory is delivered, the significant risks and rewards of ownership have been transferred to the buyer, the arrangement fee is fixed and determinable and collectability is reasonably assured. The delivery occurs either at the Company’s site in Mexico when loaded into a freezer vessel or container or at the auction house in Japan. The Company is responsible for the costs of shipping and handling up to the point of sale. These costs are included in the cost of goods sold. The Company does not incur any post sale obligations.

Value Added Tax (IVA)

Revenue is presented net of value added taxes collected. In Mexico, IVA (Impuesto al Valor Agregado, or VAT in Mexico), is not charged on exports, and Bluefin Tuna is classified as a food which is IVA exempt. The Company can claim back IVA paid on its business purchases. At December 31, 2009, the IVA rate for Mexico was 16%, and 11% for transactions conducted inside the border region. The amount receivable from the Mexican Tax authorities is recorded in the Company’s balance sheet as "Refundable value added tax."

Cost of Goods Sold

Cost of goods sold includes costs associated with the initial catching or purchasing of tuna and costs associated with towing fish to the Company’s farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to the Company’s Bluefin Tuna inventories. The Company's farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming such as natural mortalities, employee compensation, benefits, and other employee-related costs for its farming personnel and direct costs incurred in the farming operation. Changes in cost of goods sold do not necessarily correlate with revenue changes. Costs of goods sold may be materially impacted by changes over which the Company has limited or no control, particularly feed costs.

General and Administrative Expenses

Selling and general administrative expenses consist of compensation, benefits, and other employee-related costs for executive management, finance, human resources and other administrative personnel, third-party professional fees, allocated facilities costs, and other operating expenses.

10

Long-Lived Assets

The Company reviews its long-lived assets for possible impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.

Income Taxes

Income taxes are accounted for using the asset and liability method. Under the asset and liability method of accounting for income taxes, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and for tax loss carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period the changes are enacted. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is provided for deferred income tax assets for which it is deemed more likely than not that future taxable income will not be sufficient to realize the related income tax benefits from these assets. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), if any, projected future taxable income, and tax-planning strategies in making this assessment.

The Company evaluates its uncertain tax positions in accordance with the guidance for accounting for uncertainty in income taxes. The Company recognizes the effect of uncertain tax positions only if those positions are more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. Recognized income tax positions are measured based on the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. Guidance is also provided for recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in assessing the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax positions in income tax expense.

Property and Equipment

Property and equipment are stated at cost and depreciated over the estimated useful lives of the related assets, which generally range from 3 to 20 years, using the straight line method. Maintenance and repairs, which do not extend asset lives, are expensed as incurred. The gain or loss arising on the disposal or retirement of an item of property and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Statements of Operations.

Inventories

Inventories consist primarily of live Bluefin Tuna stock that are farmed until the tuna reaches desirable market size. Management systematically monitors the size, growth and growth rate of the tuna to estimate the quantity in kilograms at each balance sheet date. Livestock inventories are stated at the lower of cost, based on the FIFO cost method, or market. Inventories of fish feed are stated at the lower of cost, based on the average cost method, or market.

Management reviews inventory balances to estimate if inventories will be sold at amounts (net of estimated selling costs) less than carrying value. If expected net realizable value is less than carrying value, the Company would adjust its inventory balances through a charge to cost of goods sold.

During the fishing season, tuna is caught at sea and transported to the Company’s farm. This tuna is not included in the Company’s live stock inventory until it has been transferred into the farming cages and has been counted and the biomass assessed.

Costs associated with the fishing activities are accumulated in a separate inventory account and are transferred to live stock inventory when the biomass has been assessed at lower of cost or the net realizable value. Fishing costs include costs associated with the initial catching or purchasing of the Company’s tuna and costs associated with towing these fish to its farming operations, as well as farming costs, tuna shipping and handling costs and insurance costs related to its Bluefin Tuna inventories. The Company’s farming costs include feed costs, which are the largest component of growing costs, as well as other costs of farming such as employee compensation, benefits, and other employee-related costs for its farming personnel and direct costs incurred in the farming operation.

11

Trade Accounts Receivable

Trade accounts receivable represents the balance owed to the Company by its customers in connection with sales transactions. An allowance for uncollectible accounts is determined by management based on a review of its accounts, with consideration of historical losses, industry circumstances and general economic conditions. Accounts are charged against the allowance when all attempts to collect have failed.

The total allowance for doubtful accounts was nil on December 31, 2009 and 2008, respectively.

Cash and Cash Equivalents

The Company considers all highly liquid cash investments that mature in three months or less when purchased to be cash equivalents. The Company's bank deposits are generally not covered by deposit insurance.

NOTE 3 - INVENTORIES

Inventories were comprised as follows as of September 30, 2010 and December 31, 2009:

	September 30, 2010		December 31, 2009
Bluefin Tuna	$	21,443	$	10,313
Fish feed and supplies		416		197
Total inventories	$	21,859	$	10,510

The Company’s inventory primarily consists of Bluefin Tuna, with a small amount consisting of feed stock and other supplies. Inventories are stated at the lower of cost, based on the FIFO cost method, or market. Cost includes all costs to acquire and to bring the inventories to their present location and condition. The Company evaluates the net realizable value of its inventories on a quarterly basis and would record a provision for loss to reduce the computed cost if it exceeds the net realizable value.

The Company systematically monitors the size, growth and growth rate of its tuna to estimate total biomass at each balance sheet date. The Company tracks its tuna inventory by cage, physically counting all tuna entering the farm and estimating their weight utilizing slow motion computer monitored underwater camera technology. The Company also counts the tuna using the same technology when it transfers tuna to another cage or divides a cage. Cages are divided when biomass reaches the maximum level for a cage of that size.

The Company assesses tuna growth and average size based upon the quantity of feed and the expected food conversion ratio at that time of year for that size of tuna and the water temperature, as well as observation by its staff and, in some cases utilization of high-tech cameras. The Company measures actual fish mortality almost daily. Each month, the Company estimates its production by calculating its estimated growth of the biomass and subtracting estimated mortality.

During harvesting, the Company individually weighs each Bluefin Tuna harvested. The Company generally empties entire cages during the harvest. After emptying a cage, the Company compares differences between its recorded and estimated biomass for that cage and the actual biomass removed.

The Company charges abnormal mortalities, such as storm losses, against income in the period the loss occurs. During the nine months ended September 30, 2010, the Company had storm losses of approximately $3.3 million. The Company recovered $1.1 million of this amount from insurance claims in the nine months ended September 30, 2010. The total loss of $3.3 million is included in Cost of Goods Sold on the statement of income. There were no abnormal mortalities in the nine months ended September 30, 2009.

During the fishing season, the Company catches and transports Bluefin Tuna to its farm. It does not include this tuna in its livestock inventory until it has been transferred into its farming cages and has been counted and the biomass assessed. The Company accumulates costs associated with its fishing activities in a separate inventory account, "Fishing Season in Progress," and transfers these costs to livestock inventory once it assesses the Bluefin Tuna at the lower of cost or the net realizable value. The Company writes off any costs that are not recoverable in the period in which the tuna were recorded.

12

NOTE 4 – PROPERTY, MACHINERY AND EQUIPMENT

Property, machinery and equipment were comprised as follows as of September 30, 2010 and December 31, 2009:

	September 30, 2010			December 31, 2009
Cost:
Vessels	$	3,584		$	3,722
Machinery and equipment		3,148			2,196
Vehicles		214			197
Office furniture and equipment		38			35
Leasehold improvements		86			452
Construction in progress		10			13
		7,080			6,615
Less accumulated depreciation		(3,304	)		(3,449	)
Property, machinery and equipment, net		3,776		$	3,166

Property and equipment is depreciated over the estimated useful lives of the related assets, using the straight line method. The useful life will depend upon the asset and its use estimated as follows:

	Estimated Useful Lives
Buildings	20 years
Machinery and equipment	4 - 20 years
Vehicles	4 years
Computers	3 years
Office furniture and equipment	10 years

NOTE 5 – VARIABLE INTEREST ENTITIES

Under ASC 810, a VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary of a VIE has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

Based upon the criteria set forth in ASC 810, the Company has determined that it is the primary beneficiary in a VIE, Marpesca, of which Baja is the primary beneficiary, as the Company absorbs significant economics of Marpesca and has the power to direct the activities that are considered most significant to Marpesca. As such, Marpesca has been consolidated within the Company’s consolidated financial statements.

Under Mexican law, a majority foreign-owned company cannot own the right to fish in Mexican waters. Baja’s 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 have the fixed assets that it requires to carry out these fishing activities without leasing them. Currently these are leased from Baja. The Company has therefore determined that Marpesca is a VIE for which the Company is the primary beneficiary.

The Company has determined that it has provided the majority of the financial support to Marpesca through various sources, including the purchase and sale of inventory. Selected balance sheet information related to these activities as of September 30, 2010 and December 31, 2009, and the results of its operations for the nine months ended September 30, 2010 and December 31, 2009 were as follows:

	Nine Months Ended September 30,
	2010		2009
Net revenue	$	640	$	656
Net income (loss)		410		529
Rental income and sale of inventory		640		656

13

	September 30, 2010			December 31, 2009
Total assets	$	910		$	562
Total liabilities		4,686			3,545
Stockholders’ equity		(3,776	)		(2,983	)

A portion of the operating loss for the non-controlling interest of Marpesca is inventoried by Baja to reflect the actual operating costs of Marpesca’s bait operations.

NOTE 6 – SHORT-TERM BORROWINGS

In July 2010 Baja entered into a credit facility with Bancomer, a Mexican bank, for $3.2 million USD (40.0 million MXN) that was due July 2013 and accrued interest payable at a rate of TIEE +4.5% monthly. The loan was collateralized by certain Baja inventory. This facility was paid in full on April 1, 2011.

NOTE 7 –RELATED PARTIES

Related parties are those parties which have influence over the Company, directly or indirectly, either through common ownership or other relationship. The Company has had transactions with the following related parties: Oceanic Enterprises Inc. (“Oceanic”), an affiliate of Baja; Holshyrna Ehf (“Holshryna”), the Company’s majority shareholder at December 31, 2008 and 2009 (see further discussion at Note 1 above); and Corposa S.A. de C.V. (“Corposa”), a Mexico-based corporation that acquired the Company’s debt in the year ended December 31, 2008 (see further discussion below) and became the Company’s majority shareholder on April 5, 2010 (see further discussion at Note 1 above).

Financing Transactions

At December 31, 2007, the Company had term loans of $22.2 million due to Glitnir Bank HF, an Icelandic banking institution (“Glitnir”, an Iceland-based banking institution), and a term loan of $0.3 million due to Stadarholl HF, (Stadarholl, an Icelandic-based corporation (“Stadarholl”). The term loans due to Glitnir and Stadarholl originally had a maturity date of December 31, 2009 and accrued interest at a rate of LIBOR plus 1.5% to 2.25% and 9.92%, respectively, annually.

In December 2008, Baja entered into various agreements with Corposa, Grupo Pagnom. S.A. de C.V. (“Pagnom”), and Consorcio Zeami, S.A. de C.V. (“Zeami”), two Mexico-based corporations, whereby Corposa settled Baja’s term loans with Glitnir in exchange for a non-convertible debt instrument of equal principal amount (the “Debt Exchange”). As an integral part of the Debt Exchange, Baja advanced $4.2 million to Pagnom and Zeami in order to provide necessary funds to complete the Debt Exchange. The interest rate on the exchanged debt due to Corposa was zero and was due on demand.

On April 5, 2010 the resulting Corposa debt was exchanged for common stock in the Company representing approximately 70% of the then outstanding shares of Baja. As such, this balance has been classified in the Company’s balance sheet at December 31, 2009 as a long-term liability due to Corposa, and was converted to equity as of April 5, 2010.

Under the terms of the agreement in connection with the contribution of $7.7 million in capital by Umami to acquire its 33% interest on July 20, 2010, Corposa was entitled to a distribution of capital in the same amount. Such amount was paid in cash after September 30, 2010 and, accordingly, is shown as a payable to Corposa as of September 30, 2010.

The amounts advanced to Pagnom and Zeami were settled against amounts due to the owners prior to the initial purchase of 33% of Baja by Umami as described in Note 1. As such, these advances to Pagnom and Zeami have been classified in the Company’s balance sheet at December 31, 2009 as contra-liabilities against the balance due to the owners.

The amount due to Holshyrna at December 31, 2009 represents cash advances made by Holshyrna to fund the operations of the Company. These notes accrued interest at 6.8% per annum and were due on demand.

Sale of RMG to Corposa

In January 2010, Baja sold all of the outstanding shares of RMG to Corposa in exchange for a nominal amount of cash. As the transaction was between related parties no gain or loss was recognized as a result of the sale. Effective January 2010 RMG is no longer consolidated with Baja. The amount of liabilities in excess of assets ($9.4 million) at the time of the sale was recorded as an increase in the equity of Baja. Additionally, tax loss carry-forwards of $6.4 million remained with RMG and, accordingly are no longer available to Baja as of that date.

14

Sales of Bluefin Tuna

For the nine months ended September 30, 2010 and 2009, Oceanic purchased a total of nil and $6.6 million, respectively, of Bluefin Tuna from the Company’s operations.

Related party amounts included in the Company’s balance sheet and income statement are as follows:

Balance Sheet	September 30, 2010			December 31, 2009
Accounts receivable, related parties
Oceanic Enterprises, Inc.	$	2		$	138
Atlantis Group hf		542			—
Rancho Marino Guadalupe		80			—
Employees and others		44			51
Total accounts receivable, related parties	$	668		$	189
Accounts payable, related parties
Corposa S.A. de C.V.	$	7,670		$	—
Oceanic Enterprises, Inc.		2,922			2,157
Umami Sustainable Seafood Inc.		1,606			—
Rancho Marino Guadalupe		(94	)		—
Total accounts payable, related parties	$	12,291		$	2,157
Due to related parties
Holshyrna Ehf	$	—		$	3,768
Corposa S.A. de C.V.		—			19,534
Total due to related parties	$	—		$	23,302

	Nine Months Ended September 30,
Statements of Operations	2010		2009
Revenues:
Sales to Oceanic – included in net revenue	$	—	$	6,648
Costs and expenses:
Technical assistance and services provided to Oceanic – included in selling, general and administrative expenses	$	1,800	$	800
Interest income from Oceanic	$	—	$	91

NOTE 8 – INCOME TAXES

The Company calculates its interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. At the end of each interim period, the Company estimates the annual effective tax rate and applies that tax rate to its ordinary year-to-date pre-tax income. The tax expense or benefit related to significant, unusual or extraordinary discrete events during the interim period is recognized in the interim period in which those events occurred. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

On October 1, 2007, Mexico enacted the 2008 Fiscal Reform Bill. Effective January 1, 2008, the bill repealed the existing asset-based tax system and established a dual income tax system consisting of a new minimum business flat tax (the Impuesto Empresarial a Tasa Unica or IETU) and the existing regular income tax (“ISR”). Under IETU, Mexico-based companies are taxed based on their cash-basis net income, consisting of certain specified items of revenue and expense, although the IETU is not creditable against future income tax liabilities. The IETU rates were 17.0% for 2009 and 17.5% for 2010 forward. ISR is computed taking into consideration the taxable and deductible effects of inflation. The ISR tax rate at both December 31, 2009 and 2008 was 21% for companies conducting businesses that are classified under special fiscal regimes in accordance with Mexican Income Tax Law. In general, companies must pay the higher of the ISR or the IETU. Companies determine their deferred income taxes based on the tax regime (ISR or IETU) it expects to be subject to in the future.

15

The Company has determined that it will primarily be subject to the IETU in future periods. Accordingly, the Company recorded a tax benefit of nil and $36,000 for the nine months ended September 30, 2010 and 2009, respectively, for taxes under the IETU system.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective ISR or IETU tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company has established a valuation allowance of $0.6 million against certain of its deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced.

In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment.

From time to time, the Company may take positions for filing its tax returns that may differ from the treatment of the same item for financial reporting purposes. The ultimate outcome of these items will not be known until the Mexican taxing authority has completed its examination or until the statute of limitations has expired. In these situations, the Company recognizes interest and penalties related to the uncertain tax positions in income tax expense. The Company did not have any accrued interest or penalties related to uncertain tax positions at September 30, 2010 or December 30, 2009. In addition, the Company did not have any unrecognized tax benefits at September 30, 2010 or December 31, 2009.

The tax years 2004 to 2009 remain open to examination by the Mexican taxing authorities at December 31, 2009.

NOTE 9 – STOCKHOLDERS’ EQUITY

Under Mexico’s General Corporate Law, Mexico-based corporations are required to transfer at least 5.0% of net income to a statutory legal reserve included in retained earnings until the reserve equals 20.0% of capital stock at par value (historical pesos). This reserve is required for all Mexico-based companies that have net profits and retained earnings. The legal reserve may be capitalized but may not be distributed unless the entity is dissolved. In addition, the legal reserve must be replenished if it is reduced for any reason. At both September 30, 2010 and December 31, 2009, the Company had an accumulated deficit, and as such was not required to have established a statutory legal reserve.

NOTE 10 - OTHER INCOME AND EXPENSES

The significant components of the Company’s other income and expenses for the nine months ended September 30, 2010 and 2009 are as follows:

	For the nine months ended September 30,
	2010			2009
Lease and rental income	$	226		$	235
Other income (expense)		(549	)		(327	)
	$	(323	)	$	(92	)

NOTE 11 – INSURANCE SETTLEMENTS

In September 30, 2010, the Company received insurance proceeds totaling $1.1 million as settlement related to storm losses. In January 2010, due to extraordinary weather conditions, the Company suffered storm losses to some of its Bluefin Tuna inventory of approximately $3.3 million, which were written off in the six months ended June 30, 2010 in cost of goods sold on the statement of income. The Company filed a claim for these losses with its insurance company, for which they received approximately $1.1 million in insurance recoveries in September 2010.

In the nine months ended September 30, 2009, the Company received insurance proceeds totaling $0.9 million as part of a settlement of a loss incurred in the year ended December 31, 2005 resulting from the failure of a farming cage that collapsed and sunk which resulted in approximately $1.0 million in Bluefin Tuna to escape from the farm. The cost of the lost Bluefin Tuna was written off in the year ended December 31, 2005.

16

NOTE 12 – COMMITMENTS AND CONTINGENCIES

In 2007, Baja was audited for the tax year 2002 by the Taxing Authority. Based on the audit, the Taxing Authority alleged that Baja owed additional taxes of approximately $1.5 million for items not deemed deductible and items regarded as income rather than as shareholder investments, plus interest and penalties of approximately $0.1 million. Baja appealed the ruling and the decision was reversed by the First Northwestern Regional Court of the Federal Court of the Fiscal and Administrative Justice on procedural grounds.

Subsequently, the Taxing Authority appealed the reversal. Baja filed for a joinder review for the purpose of upholding the reversal with the Second Collegiate of the Fifteenth Circuit Court, located in Mexicali, Baja California. On November 11, 2011, the Second Collegiate of the Fifteenth Circuit Court ruled that the Taxing Authority's appeal was unfounded and without merit and upheld the reversal in favor of Baja. This ruling is final and all liens and guarantees have been removed by the Taxing Authority.

NOTE 13 – SUBSEQUENT EVENT

As discussed in Note 1, on November 30, 2010 Baja became a 99.98% owned subsidiary of Umami and, effective on that date is now consolidated into the operating results of Umami.

The Company has evaluated subsequent events through June 1, 2012, the date through which these financial statements were available to be issued.

17

EX-99.5

Exhibit 99.5

OCEANIC ENTERPRISES, INC.

CONDENSED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

UNAUDITED

TABLE OF CONTENTS

	Page
Condensed Balance Sheets	1
Condensed Statements of Operations	2
Condensed Statements of Equity	3
Condensed Statements of Cash Flows	4
Notes to the Condensed Financial Statements	5

OCEANIC ENTERPRISES, INC.

CONDENSED BALANCE SHEETS

(in thousands)

(Unaudited)

	September 30, 2010			December 31, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	78		$	7
Accounts receivable, related party – Baja Aquafarms		2,922			646
Accounts receivable – Rancho Marino		—			2,157
Notes receivable, related party – Baja Aquafarms		—			700
Other receivables		32			—
Inventories		36			6
Prepaid expenses and other current assets		74			10
Deferred income taxes		—			430
Total current assets		3,142			3,956
Property and equipment, net		173			95
Deferred income taxes		430			—
Other assets		118			116
Total assets	$	3,863		$	4,167
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable, trade	$	187		$	264
Accounts payable, related party		2			1,633
Accrued liabilities		15			31
Notes payable, related party		3,500			—
Total current liabilities		3,704			1,928
Notes payable, related party		—			1,940
Total liabilities		3,704			3,868
Stockholders’ equity:
Common stock, no par value; 200,000 shares authorized; 10,000 shares issued and outstanding at September 30, 2010 and December 31, 2009		10			10
Additional paid-in capital		1,000			1,000
Retained deficit		(851	)		(711	)
Total stockholders’ equity		159			299
Total liabilities and stockholders’ equity	$	3,863		$	4,167

See accompanying notes to unaudited condensed financial statements.

1

OCEANIC ENTERPRISES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2010			2009
Net revenue	$	1,800		$	10,507
Cost of goods sold		—			(9,069	)
Gross profit		1,800			1,438
Selling, general and administrative expenses		(1,467	)		(1,583	)
Operating income (loss)		333			(145	)
Gain on foreign currency transactions		—			115
Interest expense		(471	)		(91	)
Loss on sale of asset		(2	)		—
Loss before income taxes		(140	)		(121	)
Income tax expense		—			—
Net loss	$	(140	)	$	(121	)

See accompanying notes to unaudited condensed financial statements.

2

OCEANIC ENTERPRISES, INC.

CONDENSED STATEMENTS OF EQUITY

(in thousands)

(Unaudited)

	Common Stock				Additional Paid-In		Retained Earnings
	Shares		Amount		Capital		(Deficit)			Total
Equity at December 31, 2009		10,000	$	10	$	1,000	$	(711	)	$	299
Net income		—		—		—		(140	)		(140	)
Balance at September 30, 2010		10,000	$	10	$	1,000	$	(851	)	$	159

See accompanying notes to unaudited condensed financial statements.

3

OCEANIC ENTERPRISES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Nine Months Ended September 30,
	2010			2009
Operating activities:
Net loss	$	(140	)	$	(121	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		—			—
Loss on disposal of assets		2			—
Changes in assets and liabilities:
Accounts receivable, related parties		(119	)		(826	)
Other receivables		(17	)		(8	)
Inventories		(30	)		(6	)
Prepaid expenses and other assets		(82	)		(30	)
Accounts payable and accrued expenses		(241	)		(208	)
Accounts payable, related parties		(1,483	)		(44	)
Net cash used in operating activities		(2,110	)		(1,243	)
Investing activities:
Purchases of property and equipment		(85	)		(11	)
Proceeds from sale of property and equipment		5			—
Notes receivable issued to related party		(4,172	)		—
Repayments of notes receivable issued to related party		4,872			—
Net cash provided by (used in) investing activities		620			(11	)
Financing activities:
Borrowings from related parties		9,479			—
Repayments of borrowings from related parties		(7,918	)		(1,364	)
Borrowing from third parties		940			—
Repayments of borrowings from third parties		(940	)		—
Net cash provided by (used in) financing activities		1,561			(1,364	)
Net increase (decrease) in cash and cash equivalents		71			(2,618	)
Cash and cash equivalents at beginning of period		7			2,995
Cash and cash equivalents at end of period	$	78		$	377
Supplemental disclosures of non-cash activities:
Cash paid during the year for:
Interest	$	471		$	91
Income Taxes		2			—

See accompanying notes to unaudited condensed financial statements.

4

OCEANIC ENTERPRISES, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – NATURE OF THE BUSINESS AND ORGANIZATION

Oceanic Enterprises, Inc., a California Corporation, (“Oceanic” or the “Company”) was formed in November 2000, primarily to provide support and management services to Baja Aqua Farms, S.A. de C.V., a Mexico corporation (“Baja”) affiliated though certain common ownership. Baja is engaged in the business of fishing and fish farms off the coast of Baja California, Mexico. The primary product and market of Baja is Blue Fin tuna for sale on the Japanese fish exchanges. Oceanic contracts to distribute fish, and provides, support personnel, fish processing, shipping, selling and accounts receivable billing and collection services for the benefit of the Baja.

Oceanic Enterprises, Inc.’s, common stock was 100% owned by AUSA ehf, Iceland (“AUSA”) in 2008. In January 2009 AUSA merged with Holshyrna ehf, Iceland a private holding company (“Holshyrna”), acquiring the 100% of the stock of Oceanic Enterprises, Inc. Holshyrna and its predecessor AUSA , also owned 99.98% interest in Baja. In April 2010, Baja completed a reorganization resulting in Holshyrna owning less than a majority interest in Baja. As Oceanic and Baja were not under common control or management during or upon completion of the reorganization, the financial statements of the two entities cannot be combined or consolidated.

On July 20, 2010, Holshyrna entered into a stock purchase agreement with Umami Sustainable Seafood Inc. (Umami), providing for the sale from Holshyrna of a total of 33% of the equity of Oceanic. The agreement provided for the acquisition of the 33% interest in Oceanic for $0.3 million.

As part of the stock purchase agreement, Umami also acquired the option, exercisable by September 15, 2010, to purchase all remaining Oceanic shares in consideration for a cash payment of $0.7 million. On September 15, 2010, Umami exercised the option and on November 30, 2010 Umami completed the acquisition of Oceanic and Oceanic became Umami’s wholly owned subsidiary.

Simultaneously with the acquisition agreements discussed above, Baja was also acquired by Umami.

These financial statements of Oceanic are presented in accordance with the SEC rules for an acquisition of an entity. As such, the financial statements are presented on a stand-alone basis and include only the assets, liabilities and operations of Oceanic and are not consolidated or combined with any other entities controlled or majority owned by Holshyrna which are not part of the acquisition. These financial statements present all the costs of doing business, as no material costs were incurred by Holshyrna on the subsidiary’s behalf that were not billed and paid for by Oceanic.

NOTE 2 - BASIS OF PRESENTATION

Oceanic maintains its book and records in U.S. dollars and prepares its financial statements in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading.

The interim condensed financial statements (“interim statements’) at September 30, 2010 are unaudited. In the opinion of management, all adjustments and disclosures considered necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods have been included. These adjustments are of a normal recurring nature. However, the reported results for the interim period ended September 30, 2010 are not necessarily indicative of the results that may be expected for any other interim period or for the entire fiscal year.

Oceanic’s functional and reporting currency is the United States dollar (the USD). All amounts are stated in thousands of USD, unless indicated otherwise.

Certain items in these financial statements have been reclassified from prior presentations with no effect on previously reported equity or net income.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

For the period from January 1, 2009 to June 30, 2009, Oceanic’s revenues came from direct sales of fish (acquired exclusively from Baja Aqua Farms) to third parties as well as from Baja Aqua Farms for fees charged for management and administrative services, commissions, and vessel use fees. Oceanic also administers contracts for processing fish and purchasing of certain supplies and equipment in the US for the benefit of Baja Aqua Farms. Oceanic capitalizes these costs and expenses, which are invoiced to Baja Aqua Farms for full reimbursement. Accordingly, the recovery of these costs and expenses are not included in the revenues, expenses and cash flows of Oceanic.

5

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES – Continued

Cash and Cash Equivalents

Cash and cash equivalents are comprised of short-term, highly liquid investments including certificates of deposits with maturities of 90 days or less. Oceanic maintains cash and cash equivalent balances at a large national financial institution. The accounts are insured by the Federal Deposit Insurance Corporation up to $250. From time to time Oceanic’s cash balances exceed the deposit insurance limits. During seasonal periods Oceanic will maintain certain deposits in Japanese yen and hedge contracts as a result of its billing and collection process for fish sold in Japan by Oceanic and for Baja Aqua Farms. Rate exchange gains or losses are credited or charged to the books based upon for Oceanic for its direct sales of fish and reimbursed by Baja Aqua Farms for any sales administered on its behalf.

Accounts Receivable – Baja Aqua Farms

At September 30, 2010 and December 31, 2009 accounts receivable represent amount due from Baja Aqua Farms for management services, commission, processing fees and reimbursable expenses paid by Oceanic on behalf of Baja Aqua Farms. Accordingly, management believes receivables are fully collectible, and no reserve for allowance for doubtful accounts has been established.

Inventory – Cost of Goods Sold

For the period ending September 30, 2009 costs of goods sold include $6,648 for cost fish acquired exclusively from Baja Aqua Farms for direct sales by Oceanic.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is provided on the straight-line and accelerated methods over the estimated useful lives of the respective assets, which range from 5 to 10 years. When items of property and equipment are sold or retired, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the results of operations. Maintenance and repairs are charged to expense as incurred; major renewals and betterments are capitalized. For the nine months ending September 30, 2010 and 2009, $38 and $37 was charged to depreciation expense respectively.

Accounts Payable To — Baja Aqua Farms

During fishing and harvest cycles Oceanic provides selling, billing and collection services for Baja Aqua Farms for fish sales. Oceanic provides credit to customers and generally requires no security or collateral. Oceanic performs a regular review of customer activity and uses the direct write-off method for any uncollectible accounts, which are charged to Baja Aqua Farms. These receivable balances are offset by a contra-payable account to Baja Aqua Farms, and when collections are received they are remitted to Baja Aqua Farms. From time to time to Oceanic will retain these deposits to cover cash shortages which are classified as “Amounts due to – Baja Aqua Farms”.

Income Taxes and Deferred Taxes

Income and deferred taxes has been recorded under the liability method whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities, as well as the expected future tax benefit to be derived from tax loss and credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income tax asset or liability. Valuation allowances are established when realization of deferred tax assets is uncertain. The effect of tax rate changes is reflected in tax expense during the period in which such changes are enacted.

Use of Estimates

The preparation of financial statements requires that management make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior year to conform to the current presentation.

NOTE 4 – DUE FROM AND NOTES RECEIVABLE - RELATED PARTIES

As at December 31, 2009 Oceanic converted $700 of Baja Aqua Farms accounts receivable to a note which was recorded as a note receivable for a period of one year. All principal and accrued and unpaid interest at rate of 6.5% per annum is due December 1, 2010. The balance as at September 30, 2010 was Nil.

6

NOTE 4 – DUE FROM AND NOTES RECEIVABLE - RELATED PARTIES – Continued

Oceanic has makes certain advances to or on behalf of other support entities which are related to Baja Aqua Farms for general financing needs and to acquiring certain assets including Mexican fishing and farming permits: as at December 31, 2009 these related entities include:

Rancho Marino Guadalupe – an entity established to hold certain assets and farming permits which was owned 99% by Baja Aqua Farms and 1% by Marpesca through January 25, 2010 at which time it was sold to a related party of Baja.

Marpesca – an entity established to acquire and hold fishing permits which is owned 49% by Baja Aqua Farms and 51% by an unrelated Mexican national.

NOTE 5 – RELATED PARTIES –UMAMI AND ATLANTIS

On July 20, 2010, Oceanic entered into a Stock Purchase Agreement with Umami Sustainable Seafood Inc (“Umami”), Corposa, S.A. de C.V. (“Corposa”), Holshyrna ehf, (“Holshyrna”), Marpesca, S.A. de C.V, (“Marpesca”), Vilhelm Gudmundsson and Robert Gudfinnsson, providing for the sale from Corposa and Holshyrna of 33% of the equity of Baja and Oceanic. Under the terms of the transaction, Oceanic has been advanced $3,500 as of September 30, 2010 from Atlantis h.f., the majority shareholder of Umami.

NOTE 6 – LEASE COMMITMENTS

In January 2007 Oceanic entered into a non-cancelable long-term lease commitment for office facilities located in San Diego California. Occupancy commenced in March 2007 with a 62-month term ending in May 2012. As of September 30, 2010, rent was payable monthly at $9, plus a percentage of common operating costs. The monthly rent increases of approximately 3% annually each April over the lease term.

Oceanic leases numerous residential properties for use by certain maritime and temporary personnel as well as for visiting contractors. The leases were originally signed for one year or less with several converting to month-to-month agreements at the expiration of the original lease term. The total combined monthly rental payments on the residential lease agreements were approximately $6 per month as of September 30, 2010.

Total rent and occupancy costs charged to operations for the nine months ending September 30, 2010 and 2009 were $158 and $153, respectively.

Total minimum annual long-term lease commitments (i.e. agreements lasting longer than one year) as of September 30, 2010 are as follows:

Year	Rents
2010		104
2011		107
2012		46
	$	257

NOTE 7 – DEPOSITS, RELATED LETTER OF CREDIT AND PURCHASE COMMITMENTS

Included in Long-Term Deposits at September 30, 2010 and December 31, 2009 is a $50 deposit held as collateral for an outstanding letter of credit issued for the purpose of obtaining US Customs Carrier Bond (# 259601974) related to the use and operations of the Cape Falcon, (a vessel owned by Baja Aqua Farms used to transport fish, personnel and equipment between US and Mexico), and a $58 office lease deposit.

NOTE 8 – LOANS PAYABLE – Stockholders

During 2008, the majority Stockholder made certain loans from entities controlled by the Stockholder totaling $3,324. Notes are due on demand, but management has classified these as long-term based upon the majority Stockholder’s representation. For the year ended December 31, 2009 interest of $148 was accrued and charged to operations, at a 6.8% per annum, with $40 paid and $148 accrued unpaid as of December 31, 2009.

For the nine months ended September 30, 2010 no interest was charged, the accrued interest as at December 31, 2009 was included in the loan balance and the entire loan was repaid to the shareholders.

7

NOTE 9 – COMMON STOCK

Oceanic has a single class of no par value common stock with 200,000 shares authorized, and 10,000 issued and outstanding as of December 31, 2009 and 2008. In January 2009 AUSA ehf merged with Holshyrna ehf (Iceland) a Private holding company, acquiring the 100% of the stock of Oceanic Enterprises, Inc.

NOTE 10 - INCOME TAXES

We calculate our interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. At the end of each interim period, we estimate the annual effective tax rate and apply that tax rate to our ordinary year-to-date pre-tax income. The tax expense or benefit related to significant, unusual or extraordinary discrete events during the interim period is recognized in the interim period in which those events occurred. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. We have established a valuation allowance against our deferred tax assets due to the uncertainty that such assets will be realized. We periodically evaluate the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced.

The Company’s policy is to classify interest and penalties related to income tax matters as income tax expense. The Company had no accrual for interest or penalties at September 30, 2010 or 2009, and has not recognized interest or penalties in the statements of operations for the six months ended September 30, 2010.

NOTE 11 – RELATED PARTY ACCOUNTS AND TRANSACTIONS

In May 2001, Oceanic purchased a Vessel known as Cape Falcon with funds advances from Baja Aqua Farm the vessel is flagged in the US and owned by Oceanic for use in supporting the fishing and fish farming activities of Baja Aqua Farms. The advanced funds were converted to $300, ten-year term, balloon note with interest at 4.75% per annum payable on demand; all principal and unpaid interest due April 2011. In July 2007, the note was paid in full. In October 2008, Oceanic sold the Cape Falcon and certain related vessel equipment to Baja Aqua Farms for $75 resulting in a $15 loss included in other income and loss for the year ending December 31, 2008.

Attached is a summary schedule of the related party accounts balance as at September 30, 2010 and

December 31, 2009 and the transactions for the nine months ending September 30, 2010 and 2009.

The related party amounts above are included in the balance sheet and income statement as follows (in thousands):

Balance Sheet:	September 30, 2010		December 31, 2009
Accounts receivable, Baja	$	2,922	$	646
Accounts receivable, Rancho Marino		—		2,157
Total accounts receivable, related parties	$	2,922	$	2,803
Notes receivable, Baja	$	—	$	700
Accounts payable, Baja	$	2	$	1,485
Accrued related party interest – included in accrued liabilities	$	—	$	148
Notes payable, current, Atlantis Group	$	3,500	$	—
Notes payable, noncurrent, Shareholders	$	—	$	1,940

8

NOTE 11 – RELATED PARTY ACCOUNTS AND TRANSACTIONS – Continued

	Nine Months Ended September 30,
Statement of Operations	2010		2009
Management services fees charged to Baja – included in net revenue	$	1,800	$	800
Purchases of Bluefin Tuna from Baja – included in cost of goods sold		—		6,648
Interest expense on related party loans - Baja		—		91
Interest expense on related party loans - Holshyrna		259		—
Interest expense on related party loans – Atlantis Group		70		—

NOTE 12 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through April 13, 2012, the date through which these financial statements were available to be issued.

9

EX-99.6

Exhibit 99.6

Umami Sustainable Seafood Inc.

Unaudited Pro Forma Consolidated Balance Sheet and Statements of Operations

On July 20, 2010, we (Umami Sustainable Seafood Inc. or “Umami”) entered into a stock purchase agreement providing for the acquisition of 33% of the outstanding shares of Baja Aqua Farms S.A. de C.V. (“Baja”) (which holds the assets through which we conduct our Mexican operations) and Oceanic Enterprises Inc. (“Oceanic”) (an affiliated entity of Baja that provides it with support and management services). We acquired these 33% interests, together with the option to complete the acquisition of substantially all of the remaining outstanding shares of Baja and all of the remaining outstanding shares of Oceanic, which we refer to as the Stock Purchase, for $8.0 million in cash, of which $4.9 million had been previously advanced by us to Baja. As part of the stock purchase agreement, we also acquired the option, exercisable by September 15, 2010, to purchase all remaining Baja and Oceanic shares in consideration for the issuance of a) 10,000,000 restricted shares of our common stock and b) payment in cash of $10.0 million. On September 15, 2010, we exercised the option and on September 27, 2010, we entered into amendments to each of the agreements requiring certain capital distributions plus an additional $2.0 million related to the amendments to be made on or before November 30, 2010. On November 30, 2010, we consummated the acquisition of Baja and Oceanic. However, instead of making the $10.0 million cash payment described above, we paid $7.8 million in cash and issued zero interest promissory notes in the aggregate principal amount of $2.2 million on November 30, 2010. The notes, which were unsecured, were due and paid on December 10, 2010. As a result, on November 30, 2010, Baja became our 99.98% owned subsidiary and Oceanic became our 100% owned subsidiary. Of the aggregate consideration paid for the acquisition of Baja and Oceanic, which was valued at $32.7 million, $32.9 million was allocated to the assets acquired from Baja and $(0.2) million was allocated to the assets acquired from Oceanic.

The following unaudited pro forma consolidated balance sheet and statement of operations of Umami Sustainable Seafood Inc. (“Umami”) as of and for the quarter ended September 30, 2010 are based on the combination of the unaudited historical consolidated balance sheet and statement of operations of Umami as of and for the three months ended September 30, 2011 and the unaudited historical balance sheet and statements of operations of each of Baja Aqua Farms S.A. de C.V. (“Baja”) and Oceanic Enterprises, Inc. (“Oceanic”) after giving effect to (1) the purchase by Umami, on July 20, 2010 and November 30, 2010 of substantially all of the outstanding shares of Baja and all of the outstanding shares of Oceanic, as if such transaction had occurred as of July 1, 2010 and (2) the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma consolidated balance sheet and statement of operations.

For the period from July 20, 2010 until the completion of the Stock Purchase, we accounted for our interest in Baja and Oceanic using the equity method. For the three month period ended September 30, 2010, we recognized a loss of $0.2 million from investment in unconsolidated affiliates from our 33% interest in these entities. The unaudited pro forma consolidated statement of operations reflects the elimination of this loss from investment in unconsolidated affiliates. Since the completion of the Stock Purchase on November 30, 2010, we have consolidated the operations of Baja and Oceanic in our financial statements.

In addition, the following pro forma consolidated statement of operations of Umami for the fiscal year ended June 30, 2010 is based on the combination of the audited historical consolidated statement of operations of Umami for the fiscal year ended June 30, 2010 and the unaudited historical statements of operations of each of Baja and Oceanic after giving effect to (1) the purchase by Umami as if such transaction had occurred as of July 1, 2009 and (2) the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma consolidated statement of operations. Prior to the acquisition of Baja and Oceanic by Umami, both Baja and Oceanic were December 31-based fiscal year companies. As such, the pro forma statements of income for the fiscal year ended June 30, 2010 for Baja and Oceanic were derived by adding results for the six months ended June 30, 2010 to the audited results for the fiscal year ended December 31, 2009 and deducting the results for the six months ended June 30, 2009. As such, excluded from revenue for the fiscal year ended December 31, 2009 are sales of $7.7 million for Baja and $9.7 million for Oceanic, and $0.2 million of management service fees and other fees and commissions for Oceanic, earned in the six months ended June 30, 2009, as included in the historical financial statements for Baja and Oceanic for the fiscal year ended December 31, 2009 in this Current Report on Form 8-K/A. Included in revenue for the six months ended June 30, 2010 are sales of $2.4 million for Baja and management service fees of $1.2 million, as also included in the unaudited historical statements of operations for Baja and Oceanic for the nine months ended September 30, 2010 in this Current Report on Form 8-K/A.

The unaudited pro forma statements of operations do not reflect any operating efficiencies or potential cost savings that may result from the consolidation of operations, but do reflect certain adjustments that are directly attributable to the Stock Purchase that are expected to have a continuing impact on the combined results.

The unaudited pro forma balance sheet and consolidated statement of operations are based on final valuations of assets acquired and liabilities assumed, and the pro forma adjustments are based in part on estimates of the fair value of assets acquired and liabilities assumed.

1

The unaudited pro forma consolidated balance sheet and statements of operations are for informational purposes only. They are not intended to represent or be indicative of the results that would have been obtained had the Stock Purchase been completed on the assumed date or which may be realized in the future. The unaudited pro forma combined balance sheet and statements of operations should be read in conjunction with the historical financial statements, including the related notes thereto, of Baja and Oceanic covering these periods included in this Current Report on Form 8-K/A.

2

UMAMI SUSTAINABLE SEAFOOD INC.

Pro Forma Interim Condensed Consolidated Balance Sheet (Unaudited)

As of September 30, 2010

(in thousands, except par value)

	Fiscal  Quarter  Ended  September  30, 2010
	Historical  Umami  Sustainable  Seafood Inc.			Baja			Oceanic			Pro Forma  Adjustments			Notes	Pro Forma  Umami  Sustainable  Seafood Inc.
Current assets:
Cash and cash equivalents	$	274		$	2,872		$	78		$	-			$	3,224
Accounts receivable, trade, net		86			508			-			-				594
Accounts receivable, related party		9			668			2,922			(2,924	)	2(a)		675
Inventories		27,006			21,859			36			12,752		2(b)		61,653
Refundable value added tax		272			767			-			-				1,039
Other current assets		631			208			106			-				945
Total current assets		28,278			26,882			3,142			9,828				68,130
Property and equipment, net		9,217			3,776			173			3,158		2(b)		16,324
Farming concessions		-			-			-			10,278		2(b)		10,278
Investments in and advances to unconsolidated affiliates		12,936			-			-			(12,936	)	2(c), (d)		-
Deferred income taxes		-			-			430			-				430
Deferred financing costs		-			-			-			-				-
Other assets		11			-			118			-				129
Total assets	$	50,442		$	30,658		$	3,863		$	10,328			$	95,291
Current liabilities:
Short-term borrowings	$	13,664		$	3,205		$	-		$	10,976		2(e)	$	27,845
Notes payable, related parties		-			-			3,500			-				3,500
Accounts payable, trade		2,849			3,810			187			-				6,846
Accounts payable, related parties		1,819			12,291			2			(4,530	)	2(a), (c)		9,582
Accrued liabilities		848			-			15			-				863
Income taxes payable		88			10			-			-				98
Deferred income taxes		149			55			-			2,412		2(b)		2,616
Total current liabilities		19,417			19,371			3,704			8,858				51,350
Long-term debt		2,119			-			-			-				2,119
Notes payable, related parties		11,589			-			-			-				11,589
Derivative stock warrants		729			-			-			-				729
Obligations under capital leases		27			-			-			-				27
Deferred income taxes		-			-			-			-				-
Other long-term liabilities		-			-			-			-				-
Total liabilities		33,881			19,371			3,704			8,858				65,814
Stockholders' equity:
Common stock		46			33,330			10			(33,330	)	2(f)		56
Additional paid-in capital		7,634			68			1,000			10,972		2(g)		19,674
Retained earnings		6,028			(22,813	)		(851	)		23,828		2(h), (i)		6,192
Accumulated other comprehensive income		3,500			-			-			-				3,500
Total stockholders' equity		17,208			10,585			159			1,470				29,422
Noncontrolling interests:
Lubin		(1,981	)		-			-			-				(1,981	)
Marpesca		-			702			-			-				702
BTH Joint Venture and KTT		1,334			-			-			-				1,334
Total noncontrolling interests		(647	)		702			-			-				55
Total equity		16,561			11,287			159			1,470				29,477
Total liabilities and stockholders' equity	$	50,442		$	30,658		$	3,863		$	10,328			$	95,291

3

UMAMI SUSTAINABLE SEAFOOD INC.

Pro Forma Interim Condensed Consolidated Statement of Operations (Unaudited)

For the Three Months Ended September 30, 2010

(in thousands, except per share information)

	Fiscal  Quarter  Ended  September  30, 2010
	Historical  Umami  Sustainable  Seafood Inc.			Baja			Oceanic			Pro Forma  Adjustments			Notes	Pro Forma  Umami  Sustainable  Seafood Inc.
Net revenue	$	-		$	3,462		$	600		$	(600	)	2(j)	$	3,462
Cost of goods sold		-			(2,647	)		-			(22	)	2(k)		(2,669	)
Gross profit		-			815			600			(622	)			793
Selling, general and administrative expenses		(1,308	)		(827	)		(555	)		638		2(j), (l), (m)		(2,052	)
Research and development expenses		(63	)		-			-			-				(63	)
Other operating income (expense), net		17			-			-			-				17
Total operating expenses		(1,354	)		(827	)		(555	)		638				(2,098	)
Operating income (loss)		(1,354	)		(12	)		45			16				(1,305	)
Gain (loss) from foreign currency transactions and remeasurements		428			(533	)		-			-				(105	)
Gain (loss) on derivative stock warrants		45			-			-			-				45
Income (loss) from investment in unconsolidated affiliates		(164	)		-			-			164		2(i)		-
Gain (loss) on disposal of fixed assets		-			-			(2	)		-				(2	)
Gain on insurance settlement		-			1,097			-			-				1,097
Interest expense, net		(484	)		(59	)		(403	)		-				(946	)
Other income (expense)		-			(1,039	)		1			-				(1,038	)
Income (loss) before provision for income taxes		(1,529	)		(546	)		(359	)		180				(2,254	)
Income tax benefit (expense)		(30	)		-			-			-		2(o)		(30	)
Net income (loss)		(1,559	)		(546	)		(359	)		180				(2,284	)
Add net (income) losses attributable to the non-controlling interests:
Lubin		-			-			-			-				-
Marpesca		-			(84	)		-			-				(84	)
BTH Joint Venture and KTT		73			-			-			-				73
Net income (loss) attributable to stockholders	$	(1,486	)	$	(630	)	$	(359	)	$	180			$	(2,295	)
Net income per share, basic and diluted	$	(0.03	)											$	(0.04	)
Weighted-average shares outstanding, basic and diluted		46,291									10,000				56,291

4

UMAMI SUSTAINABLE SEAFOOD INC.

Pro Forma Interim Condensed Consolidated Statement of Operations (Unaudited)

For the Fiscal Year Ended June 30, 2010

(in thousands, except per share information)

	Fiscal Year  Ended June 30, 2010
	Historical  Umami  Sustainable  Seafood Inc.			Baja			Oceanic			Pro Forma  Adjustments			Notes	Pro Forma  Umami  Sustainable  Seafood Inc.
Net revenue	$	25,326		$	7,052		$	2,731		$	(2,731	)	2(n)	$	32,378
Cost of goods sold		(20,074	)		(8,033	)		(226	)		-				(28,333	)
Gross profit		5,252			(981	)		2,505			(2,731	)			4,045
Selling, general and administrative expenses		(3,094	)		(3,523	)		(1,695	)		2,731		2(n)		(5,581	)
Research and development expenses		-			-			-			-				-
Other operating income (expense), net		46			-			-			-				46
Total operating expenses		(3,048	)		(3,523	)		(1,695	)		2,731				(5,535	)
Operating income (loss)		2,204			(4,504	)		810			-				(1,490	)
Gain (loss) from foreign currency transactions and remeasurements		(1,700	)		(1,239	)		-			-				(2,939	)
Interest expense, net		(981	)		(262	)		(235	)		-				(1,478	)
Other income (expense)		-			790			1			-				791
Income (loss) before provision for income taxes		(477	)		(5,215	)		576			-				(5,116	)
Income tax benefit (expense)		(462	)		(383	)		(65	)		-		2(o)		(910	)
Net income (loss)		(939	)		(5,598	)		511			-				(6,026	)
Add net (income) losses attributable to the non-controlling interests:
Lubin		1,106			-			-			-				1,106
Marpesca		-			(784	)		-			-				(784	)
BTH Joint Venture and KTT		274			-			-			-				274
Net income (loss) attributable to stockholders	$	441		$	(6,382	)	$	511		$	-			$	(5,430	)
Net income per share, basic and diluted	$	0.01												$	(0.14	)
Weighted-average shares outstanding, basic and diluted		30,042									10,000				40,042

NOTES

1. Basis of presentation

The unaudited pro forma consolidated balance sheet and statements of operations have been compiled in a manner consistent with the accounting policies adopted by Umami from underlying financial statements of Umami, Baja and Oceanic prepared in accordance with U.S. Generally Accepted Accounting Principles, or GAAP. The unaudited pro forma consolidated financial balance sheet and statements of operations are presented in USD, which is the functional currency of Umami, Baja and Oceanic. Baja’s books and records are maintained in Mexican Pesos and, for the purpose of this presentation, its results of operations have been translated into USD at a rate of USD 1.00 for 12.80 and 12.9102 Mexican Pesos, which represents the average exchange rate during the period from July 1, 2010 to September 30, 2010 and the period July 1, 2010 to June 30, 2010, respectively.

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2. Pro Forma Adjustments (USD 000)

(a) These adjustments represent the elimination of intercompany accounts receivables and payables between Baja and Oceanic. At September 30, 2010, Baja owed Oceanic $2,922 and Oceanic owed Baja $2.

(b) These adjustments represent our estimates of the fair value of assets and liabilities acquired:

§ A $12,752 increase to the carrying value of Baja’s inventory over its historical fishing and farming costs.

§ A $3,158 increase to the carrying value of Baja and Oceanic’s property and equipment over their historical cost.

§ Valuation of Baja’s farming concessions at $10,278 as these were previously not assigned a value under Mexican statutory accounting guidelines.

§ A $2,412 increase to the carrying value of Baja’s current deferred tax liability.

(c) This adjustment represents the elimination of intercompany advances of $1,606 from Umami to Baja during the three month period ending September 30, 2010.

(d) This adjustment represents the elimination of Umami’s cash advances to and non-cash investment in Baja and Oceanic during the period July 20, 2010 to September 30, 2010 which had been accounted for under the equity method.

(e) This adjustment represents the short-term debt entered into by Umami in order to finance the acquisition of Baja and Oceanic.

(f) This adjustment represents the elimination of the historical share capital of Baja ($33,330) and Oceanic ($10) in the Stock Purchase, partially offset by the par value of Umami’s common shares issued as consideration for the Stock Purchase ($10), to reflect the Stock Purchase occurring as of the balance sheet date.

(g) This adjustment represents the fair value less the par value of the 10.0 million shares of Umami common shares issued as consideration for the Stock Purchase of $12,040, partially offset by the elimination of Baja and Oceanic’s historical additional paid-in capital of $1,068, to reflect the Stock Purchase occurring as of the balance sheet date.

(h) This adjustment represents the elimination of Baja and Oceanic’s historical retained earnings ($23,664) to reflect the Stock Purchase occurring as of the balance sheet date.

(i) This adjustment represents the elimination of Umami’s loss on its 33% interest in Baja and Oceanic ($164) which had been accounted for under the equity method and included in loss from investment in unconsolidated affiliates during the period commencing on July 20, 2010 to September 30, 2010.

(j) This adjustment represents the elimination of intercompany revenue of $600 related to a management services agreement between Baja and Oceanic whereby Oceanic charges Baja $200 per month as a management fee. This is picked up in the Oceanic accounts as Revenue and is charged in the Baja accounts as an increase in SG&A.

(k) This adjustment represents an increase in cost of goods sold of $22 related to depreciation of operational property, plant and equipment during the three months ended September 30, 2010 to reflect the acquisition occurring on July 1, 2010.

(l) This adjustment represents a decrease in selling, general and administrative expenses of $43 related to the Stock Purchase.

(m) This adjustment represents an estimated increase in selling, general and administrative expenses of $5 related to depreciation of non-operational property, plant and equipment during the three months ended September 30, 2010 to reflect the acquisition occurring on July 1, 2010.

(n) This adjustment represents the elimination of intercompany revenue of $2,731 related to a management services agreement between Baja and Oceanic whereby Oceanic charges Baja $200 per month as a management fee and commissions. This is included as revenue in the Oceanic accounts and is charged in the Baja accounts as an increase in SG&A.

(o) The tax effect for the fiscal quarter ended September 30, 2010 and the fiscal year ended June 30, 2010 was computed using the tax expense per the historical consolidated statement of operations of Umami for the fiscal quarter ended September 30, 2010 and the fiscal year ended June 30, 2010, and the tax expense per the unaudited historical statement of operations of each of Baja and Oceanic as if the purchase by Umami, on November 30, 2010, of substantially all of the outstanding shares of Baja and all of the outstanding shares of Oceanic, had occurred as of July 1, 2010 or July 1, 2009, respectively.

3. Umami common stock outstanding

The average number of shares (in thousands) used in the computation of pro forma basic and diluted income per share has been determined as follows:

	Three Months Ended September 30, 2010		Year Ended  June 30, 2010
Weighted-average shares outstanding historical, basic and diluted		46,291		30,042
Shares issued to acquire Baja and Oceanic, assuming an issuance date of July 1, 2010 and July 1, 2009, respectively		10,000		10,000
Pro forma weighted average shares outstanding, basic and diluted		56,291		40,042

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EX-99.7

Exhibit 99.7

Umami Sustainable Seafood Inc.

Unaudited Pro Forma Consolidated Statement of Operations

The following unaudited pro forma consolidated statement of operations of Umami Sustainable Seafood Inc. (“Umami”) for the fiscal year ended June 30, 2011 is based on the combination of the audited historical consolidated statement of operations of Umami for the fiscal year ended June 30, 2011 and the unaudited historical statement of operations of each of Baja Aqua Farms S.A. de C.V. (“Baja”) and Oceanic Enterprises, Inc. (“Oceanic”) after giving effect to (1) the purchase by Umami, on November 30, 2010, of substantially all of the outstanding shares of Baja and all of the outstanding shares of Oceanic, as if such transaction had occurred as of July 1, 2010 and (2) the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma consolidated statement of operations.

On July 20, 2010, prior to the completion of the acquisition of substantially all of the remaining outstanding shares of Baja and all of the remaining outstanding shares of Oceanic, which we refer to as the Stock Purchase, we acquired 33% of the outstanding shares of each of Baja (which holds the assets through which we conduct our Mexican operations) and Oceanic (an affiliated entity of Baja that provides it with support and management services). We acquired these 33% interests, together with the option to complete the Stock Purchase, for $8.0 million in cash, of which $4.9 million had been previously advanced by us to Baja. In connection with the completion of the Stock Purchase, we paid an additional $7.8 million in cash to the former owners of Baja and Oceanic and also issued them promissory notes in the aggregate principal amount of $2.2 million and 10.0 million shares of our common stock. Of the aggregate consideration paid for the acquisition of Baja and Oceanic, which was valued at $32.7 million, $32.9 million was allocated to the assets acquired from Baja and $(0.2) million was allocated to the assets acquired from Oceanic. The promissory notes issued in connection with the Stock Purchase were paid in full in December 2010.

For the period from July 20, 2010 until the completion of the Stock Purchase, we accounted for our interest in Baja and Oceanic using the equity method and recognized $0.6 million in income from investment in unconsolidated affiliates from our 33% interest in these entities. The unaudited pro forma consolidated statement of operations reflects the elimination of this income from investment in unconsolidated affiliates. Since the completion of the Stock Purchase, we have consolidated the operations of Baja and Oceanic in our financial statements.

In connection with consolidating the operations of Baja into our financial statements, we performed a valuation of the assets that we had acquired from Baja and determined that the fair market value of these assets exceeded the value that had been previously reflected on the financial statements of Baja. As a result of these fair value adjustments we determined that value of the net assets acquired from Baja exceeded the total consideration transferred in connection with their acquisition by $7.1 million and have reflected that amount as bargain purchase on business combination on our consolidated statement of operations.

The unaudited pro forma statement of operations does not reflect any operating efficiencies or potential cost savings that may result from the consolidation of operations, but does reflect certain adjustments that are directly attributable to the Stock Purchase that are expected to have a continuing impact on the combined results.

The unaudited pro forma consolidated statement of operations is based on final valuations of assets acquired and liabilities assumed, and the pro forma adjustments are based in part on estimates of the fair value of assets acquired and liabilities assumed.

The unaudited pro forma consolidated statement of operations is for informational purposes only. It is not intended to represent or be indicative of the results that would have been obtained had the Stock Purchase been completed on the assumed date or which may be realized in the future. The unaudited pro forma combined statement of operations should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements, including the related notes thereto, of Umami, Baja and Oceanic covering these periods included in this Current Report on Form 8-K/A.

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UMAMI SUSTAINABLE SEAFOOD INC.

Pro Forma Consolidated Statement of Operations (Unaudited) For the Fiscal Year Ended 6/30/2011

	Fiscal Year Ended June 30, 2011
	Historical Umami Sustainable Seafood Inc.			Baja			Oceanic			Pro Forma Adjustments			Notes		Pro Forma Umami Sustainable Seafood Inc.
	(in thousands except per share data)
Net revenue	$	57,049		$	14,192		$	1,000		$	(1,000	)		2(a)	$	71,241
Cost of goods sold		(43,227	)		(10,010	)		-			(883	)		2(b), (c)		(54,120	)
Gross profit		13,822			4,182			1,000			(1,883	)				17,121
Research and development		(600	)		-			-			-					(600	)
Selling, general and administrative expenses		(10,627	)		(1,733	)		(908	)		1,019			2(d), (e), (f)		(12,249	)
Other operating income		360			-			-			-					360
Operating income (loss)		2,955			2,449			92			(864	)				4,632
Gain/(Loss) from foreign currency transactions		(1,321	)		(116	)		-			-					(1,437	)
Loss on derivative stock warrants		(299	)		-			-			-					(299	)
Income from investment in unconsolidated affiliate		601			-			-			(601	)		2(g)		-
Bargain purchase on business combinations		7,068			-			-			801			2(h)		7,869
Interest expense, net		(6,428	)		(104	)		(403	)		-					(6,935	)
Loss on asset disposition		-			-			1			-					1
Other income (expense)		-			(327	)		(2	)		-					(329	)
Income (loss) before provision for income taxes		2,576			1,902			(312	)		(664	)				3,502
Income tax provision (benefit)		2,308			-			(41	)							2,267
Net income (loss)		268			1,902			(271	)		(664	)				1,235
Add net losses attributable to the non-controlling interests		767			105			-			-					872
Net Income (loss) from continuing operations	$	1,035		$	2,007		$	(271	)	$	(664	)			$	2,107
Basic income per share from continuing operations	$	0.02														0.04
Shares used in calculating Basic income per share		54,262									4,167					58,429
Diluted income per share from continuing operations	$	0.02													$	0.04
Shares used in calculating Diluted income per share		54,449									4,167					58,616

(See accompanying Notes to Pro Forma Consolidated Statement of Operations, which are an integral part of this statement)

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NOTES

1. Basis of presentation

The unaudited pro forma consolidated statement of operations has been compiled in a manner consistent with the accounting policies adopted by Umami from underlying financial statements of Umami, Baja and Oceanic prepared in accordance with U.S. Generally Accepted Accounting Principles, or GAAP. The unaudited pro forma consolidated financial statement of operations is presented in USD, which is the functional currency of Umami, Baja and Oceanic. Baja’s books and records are maintained in Mexican Pesos and, for the purpose of this presentation, its results of operations have been translated into USD at a rate of USD1.00 for 12.63 Mexican Pesos, which represents the average exchange rate during the period from July 1, 2010 to November 30, 2010.

2. Pro Forma Adjustments (USD 000)

(a) This adjustment represents the elimination of intercompany revenue of $1,000 related to a management services agreement between Baja and Oceanic whereby Oceanic charge Baja $200 per month as a management fee. This is picked up in the Oceanic accounts as Revenue and is charged in the Baja accounts as an increase in SG&A.

(b) This adjustment represents an estimated increase in cost of goods sold of $775 related to the fair value adjustments to the inventory sold during the five- month period ended November 30, 2010.

(c) This adjustment represents an increase in cost of goods sold of $108 related to depreciation of operational property, plant and equipment during the five months ended November 30, 2010 to reflect the acquisition occurring on July 1, 2010.

(d) This adjustment represents a decrease in selling, general and administrative expenses of $43 related to the Stock Purchase.

(e) This adjustment represents an estimated increase in selling, general and administrative expenses of $24 related to depreciation of non-operational property, plant and equipment during the five months ended November 30, 2010 to reflect the acquisition occurring on July 1, 2010.

(f) This adjustment represents the elimination of intercompany revenue of $1,000 related to a management services agreement between Baja and Oceanic whereby Oceanic charge Baja $200 per month as a management fee. This is included as revenue in the Oceanic accounts and is charged in the Baja accounts as an increase in SG&A.

(g) This adjustment represents the elimination of income from Umami’s 33% interest in Baja and Oceanic, which had been accounted for under the equity method and included in income from investment in unconsolidated affiliates during the period commencing on July 20, 2010 and ended on November 30, 2010.

(h) This adjustment represents an estimated increase in bargain purchase on business combination of $801 related to the revaluation of inventory and property, plant and equipment assuming the Stock Purchase occurred on July 1, 2010. Associated with this adjustment is an estimated increase in deferred tax liability of $213 that does not appear on the pro forma consolidated statement of operations.

3. Umami common stock outstanding

The average number of shares (in thousands) used in the computation of pro forma basic and diluted income per share has been determined as follows:

	Year ended
	June 30, 2011
Weighted-average shares outstanding historical, basic		54,262
Shares issued to acquire Baja and Oceanic, assuming an issuance date of July 1, 2010		4,167
Pro forma weighted average shares outstanding, basic		58,429
Weighted-average shares outstanding historical, diluted		54,449
Shares issued to acquire Baja and Oceanic, assuming an issuance date of July 1, 2010		4,167
Pro forma weighted average shares outstanding, diluted		58,616

3