UMAM SEC-arkiveringar - Umami Sustainable Seafood Inc.- Årsredovisning, Fullmaktsutlåtande, prospekt

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CIK

1368765

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Umami Sustainable Seafood Inc.

SEC Filings (Chronological Order)

Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.

November 24, 2014	EX-2.1	AGREEMENT ON PURCHASE OF SHARES OF KALI TUNA d.o.o. by and between BAJA AQUA-FARMS S.A. DE C.V. as seller J-TRADING, INC. as purchaser dated 14 November 2014 EX-2.1 2 v394898ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT ON PURCHASE OF SHARES OF KALI TUNA d.o.o. by and between BAJA AQUA-FARMS S.A. DE C.V. as seller and J-TRADING, INC. as purchaser dated 14 November 2014 1 TABLE OF CONTENTS 1 DEFINITIONS AND INTERPRETATION 5 2 SALE, PURCHASE AND TRANSFER OF SHARES 10 3 CONSIDERATION FOR THE SHARES 11 4 SIGNING; ACTIONS TO BE TAKEN AT SIGNING 11 5 CONDITION
November 24, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2014 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 O
November 24, 2014	15-12G	UMAM / Umami Sustainable Seafood Inc. 15-12G - - FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52401 UMAMI SUSTAINABLE SEAFOOD INC. (Exact name of registrant as specifi
November 17, 2014	NT 10-Q	UMAM / Umami Sustainable Seafood Inc. NT 10-Q - - NT 10-Q OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response........2.50 FORM 12b-25 SEC FILE NUMBER 000-52401 NOTIFICATION OF LATE FILING CUSIP NUMBER 63008A 107 (Check one): Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q x Form 10-D ¨ Form N-SAR ¨ Form N-CSR ¨ For Period Ended: Septe
October 1, 2014	NT 10-K	UMAM / Umami Sustainable Seafood Inc. NT 10-K - - NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-52401 CUSIP NUMBER 63008A 107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
June 13, 2014	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2014 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 Organi
February 18, 2014	NT 10-Q	- FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response........2.50 SEC FILE NUMBER 000-52401 CUSIP NUMBER 63008A 107 (Check one): Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q þ Form 10-D ¨ Form N-SAR ¨ Form N-CSR ¨ For Period Ended: Decem
November 14, 2013	NT 10-Q	- NT 10-Q UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response........2.50 FORM 12b-25 SEC FILE NUMBER 000-52401 NOTIFICATION OF LATE FILING CUSIP NUMBER 63008A 107 (Check one): Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q þ Form 10-D ¨ Form N-SAR ¨ Form N-CSR ¨ For Period Ended: Septe
October 31, 2013	RW	- FORM RW Umami Sustainable Seafood Inc. 1230 Columbia Street Suite 440 San Diego, California 92101 October 30, 2013 VIA EDGAR AND OVERNIGHT COURIER Securities and Exchange Commission Division of Corporate Finance Washington, D.C. 20549 Attention: John Reynolds, Assistant Director Re: Umami Sustainable Seafood Inc. - Request to Withdraw Registration Statement on Form S-1 filed on June 1, 2011 (File No. 333-
August 19, 2013	EX-10.1	UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK UNIT AWARD AGREEMENT EX-10.1 2 v353261ex10-1.htm EXHIBIT 0.1 UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK UNIT AWARD AGREEMENT THIS NON-PLAN STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of August 16, 2013 by and between Umami Sustainable Seafood, Inc., a Nevada corporation (the “Corporation”), and Tim Fitzpatrick (the “Executive”). W I T N E S S E T H WHEREAS, the Corporation has granted to the Executiv
August 19, 2013	EX-99.1	Umami Sustainable Seafood Appoints Timothy Fitzpatrick as Chief Executive Officer and Board Director EX-99.1 3 v353261ex99-1.htm EXHIBIT 99.1 Umami Sustainable Seafood Appoints Timothy Fitzpatrick as Chief Executive Officer and Board Director On August 16, 2013, Umami Sustainable Seafood Inc. (the “Company”) appointed Timothy Fitzpatrick to serve as Chief Executive Officer of the Company, effective immediately. In connection with his appointment as Chief Executive Officer, Mr. Fitzpatrick will st
August 19, 2013	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2013 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 Org
July 18, 2013	EX-99.1	Umami Sustainable Seafood and Kali Tuna Enter into a $10.4 Million Credit Facility EXHIBIT 99.1 Umami Sustainable Seafood and Kali Tuna Enter into a $10.4 Million Credit Facility SAN DIEGO, July 17, 2013 (BUSINESS WIRE) - On June 17, 2013, Umami Sustainable Seafood, Inc. (“Umami”), Kali Tuna d.o.o (“Kali”), a subsidiary of Umami, and MB LUBIN d.o.o. (“Lubin”) entered into a new credit agreement (the “New Credit Facility”), dated as of that date, with Erste&Steiermaerkische bank
July 18, 2013	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2013 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 Organ
July 8, 2013	10-K/A	Annual Report - FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 4) T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI SUST
July 8, 2013	EX-31.7	Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EXHIBIT 31.7 Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tim Fitzpatrick, certify that: 1. I have reviewed this Amendment No. 3 to the Annual Report on Form 10-K of Umami Sustainable Seafood Inc. for the year ended June 30, 2012; and 2. Based on my knowledge, this
July 8, 2013	10-K/A	Annual Report - FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) T ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI SUST
July 8, 2013	EX-31.8	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EXHIBIT 31.8 Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tim Fitzpatrick, certify that: 1. I have reviewed this Amendment No. 4 to the Annual Report on Form 10-K of Umami Sustainable Seafood Inc. for the year ended June 30, 2011; and 2. Based on my knowledge, t
June 27, 2013	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2013 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 Organ
June 27, 2013	EX-99.1	UMAMI SUSTAINABLE SEAFOOD AND BAJA AQUA FARMS ENTER INTO A $64 MILLION CREDIT FACILITY EX-99.1 2 v348766ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR IMMEDIATE RELEASE UMAMI SUSTAINABLE SEAFOOD AND BAJA AQUA FARMS ENTER INTO A $64 MILLION CREDIT FACILITY SAN DIEGO, Calif., June 26, 2013—On June 26, 2013, Umami Sustainable Seafood, Inc. (“Umami”) and Baja Aqua Farms S.A. de C.V (“Baja”), a subsidiary of Umami, entered into an amended credit agreement (the “Amended Credit Facility”), dated
May 16, 2013	NT 10-Q	- NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response.
April 17, 2013	10-Q/A	Quarterly Report - 10-Q/A 10-Q/A 1 umam12311210-qa.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co
April 16, 2013	10-Q	Quarterly Report - 10-Q 10-Q 1 umam12311210-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio
February 15, 2013	NT 10-Q	- FORM NT 10-Q OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response.
December 28, 2012	SC 13D	UMAM / Umami Sustainable Seafood Inc. / Daito Gyorui Co., Ltd. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) UMAMI SUSTAINABLE SEAFOOD INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 904074101 (CUSIP Number) Bradley Kent Edmister Morgan, Lewis & Bo
December 20, 2012	SC 13D	UMAM / Umami Sustainable Seafood Inc. / Motomax S.A. de C.V. - SC 13D Activist Investment SC 13D 1 v330643sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UMAMI SUSTAINABLE SEAFOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 904074101 (CUSIP Number) Vilhelm Mar Gudmundsson 14894 Huntington Gate Drive Poway, CA 92064 619-726-3069 (Name, Address and Telep
December 19, 2012	SC 13D	UMAM / Umami Sustainable Seafood Inc. / Gudfinnsson Robert - SCHEDULE Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UMAMI SUSTAINABLE SEAFOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 904074101 (CUSIP Number) Robert Gudfinnsson c/o Salander Holdings Limited 4 V Dimech Street, Floriana, Malta 1504 623-398-7567 (Name, Address and Telephone Number
December 19, 2012	SC 13D	UMAM / Umami Sustainable Seafood Inc. / Ross Donald M - SCHEDULE Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UMAMI SUSTAINABLE SEAFOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 904074101 (CUSIP Number) Donald M. Ross c/o Jones Gable & Company Limited 110 Yonge Street, Suite 600 Toronto, Ontario, Canada M5C 1T6 +1 416-365-8000 (Name, Addre
December 19, 2012	SC 13D	UMAM / Umami Sustainable Seafood Inc. / Ross Victoria - FORM SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* UMAMI SUSTAINABLE SEAFOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 904074101 (CUSIP Number) Victoria Ross c/o Jones Gable & Company Limited 110 Yonge Street, Suite 600 Toronto, Ontario, Canada M5C 1T6 +1 416-365-8000 (Name, Addres
December 19, 2012	8-K	Other Events 8-K 1 v3304498k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2012 UMAMI SUSTAINABLE SEAFOOD INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-52401 98-06360182 (State or Other
December 10, 2012	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2012 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 Or
December 10, 2012	EX-99.1	UMAMI ANNOUNCES RESIGNATION OF CHIEF EXECUTIVE OFFICER AND CHAIRMAN EX-99.1 2 v330024ex99-1.htm EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Kenia Zamarripa Umami Sustainable Seafood Inc. (619) 544-9177 UMAMI ANNOUNCES RESIGNATION OF CHIEF EXECUTIVE OFFICER AND CHAIRMAN SAN DIEGO, Calif., December 10, 2012—The Board of Directors of Umami Sustainable Seafood Inc. (OTCBB:UMAM) (“Umami” or the “Company”), today announced that Oli Valur Steindorsson resigned from all o
November 21, 2012	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI SUST
November 14, 2012	EX-10.4	UMAMI SUSTAINABLE SEAFOOD, INC. DIRECTOR COMPENSATION POLICY UMAMI SUSTAINABLE SEAFOOD, INC. DIRECTOR COMPENSATION POLICY Following are the terms of the compensation program approved by the board of directors of Umami Sustainable Seafood, Inc. (the "Company") for certain directors who are not employed by the Company or its subsidiaries and who are not affiliated with any of the Company's major shareholders (each, an "Independent Director"). Except as otherw
November 14, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) 10-Q 1 umam9301210-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio
November 14, 2012	EX-4.1	UMAMI SUSTAINABLE SEAFOOD INC. BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 5 Dated as of October 4, 2012 CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 5 UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 5 Dated as of October 4, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 5 AMENDMENT NO. 5 dated as of October 4, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the "US Borrower"); BAJA AQUA-FARMS, S.A. DE C
November 14, 2012	EX-10.3	UMAMI SUSTAINABLE SEAFOOD, INC. DIRECTOR NON-PLAN STOCK UNIT AWARD AGREEMENT UMAMI SUSTAINABLE SEAFOOD, INC. DIRECTOR NON-PLAN STOCK UNIT AWARD AGREEMENT THIS DIRECTOR NON-PLAN STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of by and between Umami Sustainable Seafood, Inc., a Nevada corporation (the “Corporation”), and (the “Director”). W I T N E S S E T H WHEREAS, the Corporation has granted to the Director effective as of the date hereof (the “Award Date”), a
November 14, 2012	EX-10.5	UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK UNIT AWARD AGREEMENT UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK UNIT AWARD AGREEMENT THIS NON-PLAN STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of July 1, 2012 by and between Umami Sustainable Seafood, Inc., a Nevada corporation (the “Corporation”), and Tim Fitzpatrick (the “Grantee”). W I T N E S S E T H WHEREAS, the Corporation has granted to the Grantee effective as of the date hereof (the “Award D
November 13, 2012	EX-99.7	Umami Sustainable Seafood Inc. Unaudited Pro Forma Consolidated Statement of Operations EX-99.7 7 v327779ex99-7.htm EXHIBIT 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
November 13, 2012	8-K/A	Financial Statements and Exhibits 8-K/A 1 v3277798k-a.htm FORM 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
November 13, 2012	EX-31.7	Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EXHIBIT 31.7 Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Oli Valur Steindorsson, certify that: 1. I have reviewed this Amendment No. 3 to the Annual Report on Form 10-K of Umami Sustainable Seafood Inc. for the year ended June 30, 2011; and 2. Based on my knowledge
November 13, 2012	EX-99.6	Umami Sustainable Seafood Inc. Unaudited Pro Forma Consolidated Balance Sheet and Statements of Operations EX-99.6 6 v327779ex99-6.htm EXHIBIT 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 throug
November 13, 2012	EX-99.2	BAJA AQUA FARMS, S.A DE C.V. CONSOLIDATED RESTATED BALANCE SHEETS (in thousands) 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
November 13, 2012	EX-99.3	OCEANIC ENTERPRISES, INC. INDEX TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2009 AND 2008 EX-99.3 3 v327779ex99-3.htm EXHIBIT 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 Sta
November 13, 2012	EX-99.4	BAJA AQUA FARMS, S.A DE C.V. CONDENSED CONSOLIDATED RESTATED BALANCE SHEETS (in thousands) 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 Rest
November 13, 2012	EX-99.5	OCEANIC ENTERPRISES, INC. CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010 TABLE OF CONTENTS 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) (Unaud
November 13, 2012	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) 10-K/A 1 v32782910ka.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 3) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co
November 13, 2012	EX-31.8	Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 EXHIBIT 31.8 Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Tim Fitzpatrick, certify that: 1. I have reviewed this Amendment No. 3 to the Annual Report on Form 10-K of Umami Sustainable Seafood Inc. for the year ended June 30, 2011; and 2. Based on my knowledge, this
October 30, 2012	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI SUST
October 12, 2012	EX-10.15	[Company Letterhead] EX-10.15 15 umam-ex1015amendedemployme.htm EXHIBIT [Company Letterhead] June 25, 2012 Tim Fitzpatrick c/o Umami Sustainable Seafood Inc. 1230 Columbia St. Suite 440 San Diego, CA 92101 Re: Amendment of Employment Agreement Dear Tim: I write concerning the employment agreement between you and Umami Sustainable Seafood, Inc. (the "Company") dated January 3, 2012 (the "Agreement"). The purpose of thi
October 12, 2012	EX-10.4	Atlantis Group HF. LIONS GATE LIGHTING CORP. CALL OPTION AGREEMENT CONFIDENTIAL Atlantis Group HF. and LIONS GATE LIGHTING CORP. CALL OPTION AGREEMENT Page 1 of 7 This Call Option Agreement (this "Agreement") is entered into on April , 2010 BETWEEN: (1) Atlantis Group HF a limited liability company, incorporated and operating in Iceland with reg. no. 700805-1580 whose office is Stórhöfði 15, 110 Reykjavik, Iceland, (hereinafter referred to as Atlantis, Grantor or
October 12, 2012	EX-4.22	PLEDGE AGREEMENT EXECUTION PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”) is dated as of May 15, 2012 and entered into by and among Aurora Investments ehf, an Icelandic corporation (“Aurora”), and Atlantis Group hf, an Icelandic corporation (“Atlantis Group,” and together with Aurora, the “Grantors”), Kali Tuna d.
October 12, 2012	EX-4.23	AMENDMENT TO PLEDGE AGREEMENT EX-4.23 8 umam-exxamendmenttoatlanti.htm EXHIBIT EXECUTION AMENDMENT TO PLEDGE AGREEMENT THIS FIRST AMENDMENT TO PLEDGE AGREEMENT, dated as of June 27, 2012 (this “Amendment”), to the PLEDGE AGREEMENT, dated as of May 15, 2012 (as amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Pledge Agreement”) by and among AURORA INVESTMENTS EHF (“A
October 12, 2012	EX-4.24	UMAMI SUSTAINABLE SEAFOOD INC. BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 1 Dated as of February 22, 2012 CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 1 EXECUTION UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 1 Dated as of February 22, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 1 AMENDMENT NO. 1 dated as of February 22, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the "US Borrower"); BAJA AQUA-FA
October 12, 2012	EX-10.14	EMPLOYMENT AGREEMENT EX-10.14 14 umam-extfitzpatrickemploym.htm EXHIBIT EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of January 3, 2012 (the “Effective Date”), by and among Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”), Tim Fitzpatrick, an individual (“Executive). RECITALS: A. In connection with Executive's appointment as the Chief Financial Offic
October 12, 2012	EX-4.12	SUBSCRIPTION AGREEMENT Dated as of October 18, 2010 UMAMI SUSTAINABLE SEAFOOD INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT Dated as of October 18, 2010 among UMAMI SUSTAINABLE SEAFOOD INC.
October 12, 2012	EX-4.21	PLEDGE AGREEMENT EX-4.21 6 umam-exatlantisbajapledgea.htm EXHIBIT EXECUTION PLEDGE AGREEMENT This PLEDGE AGREEMENT (this “Agreement”) is dated as of May 15, 2012 and entered into by and among Aurora Investments ehf, an Icelandic corporation (“Aurora”), and Atlantis Group hf, an Icelandic corporation (“Atlantis Group,” and together with Aurora, the “Grantors”), Baja Aqua Farms S.A. de C.V., a corporation incorporat
October 12, 2012	EX-21.1	UMAMI SUSTAINABLE SEAFOOD, INC. SUBSIDIARIES OF THE COMPANY Subsidiaries State or Other Jurisdiction of Incorporation or Organization Baja Aqua Farms, S.A. de C.V. Mexico Marpesca S.A. de C.V. Mexico Atún Oceano Pacifico S.A. de C.V. Mexico Oceanic E UMAMI SUSTAINABLE SEAFOOD, INC. SUBSIDIARIES OF THE COMPANY Subsidiaries State or Other Jurisdiction of Incorporation or Organization Baja Aqua Farms, S.A. de C.V. Mexico Marpesca S.A. de C.V. Mexico Atún Oceano Pacifico S.A. de C.V. Mexico Oceanic Enterprises Inc. California Bluefin Acquisition Group Inc. New York Thynnus d.o.o. Croatia Kali Tuna d.o.o. Croatia Kali Tuna Trgovina d.o.o. Croatia B
October 12, 2012	EX-10.3	Sales Agency Agreement EX-10.3 12 umam-ex105salesagencyagree.htm EXHIBIT Sales Agency Agreement Made as of June 30, 2010, by and between Lions Gate Lighting Corp., a Nevada corporation, the "Company") and Atlantis Group hf. a Limited-Liability Company, registered under the Laws of Iceland, at the Company registration with the reg.no. 700805-1580, Stórhöfða 15 Reykjavik, Iceland (the "Agent") Where as Lions Gate Lighting
October 12, 2012	EX-2.1	[STATE SEAL] ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 Filed in the office of Document Number (775) 684-5708 /s/ Ross Miller 20100540475-08 Website: secretaryofstate.biz Filing Time and Date Ross Mil [STATE SEAL] ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 Filed in the office of Document Number (775) 684-5708 /s/ Ross Miller 20100540475-08 Website: secretaryofstate.
October 12, 2012	EX-3.1	[STATE SEAL] DEAN HELLER Secretary of State 206 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 Filed in the office of Document Number (775) 684-5708 /s/ Dean Heller 20050159149-56 Website: secretaryofstate.biz Filing Time and Date Dean Hel [STATE SEAL] DEAN HELLER Secretary of State 206 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 Filed in the office of Document Number (775) 684-5708 /s/ Dean Heller 20050159149-56 Website: secretaryofstate.
October 12, 2012	EX-4.27	UMAMI SUSTAINABLE SEAFOOD INC. BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 4 Dated as of August 10, 2012 CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 4 UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 4 Dated as of August 10, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 4 AMENDMENT NO. 4 dated as of August 10, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the "US Borrower"); BAJA AQUA-FARMS, S.A. DE C
October 12, 2012	EX-4.25	UMAMI SUSTAINABLE SEAFOOD INC. BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 2 Dated as of April 16, 2012 CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 2 EXECUTION VERSION UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 2 Dated as of April 16, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 2 AMENDMENT NO. 2 dated as of April 16, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the "US Borrower"); BAJA AQUA-
October 12, 2012	EX-4.13	REGISTRATION RIGHTS AGREEMENT EX-4.13 5 umam-ex1017registrationrig.htm EXHIBIT REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2010, between Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”), and the investors whose names are set forth on Exhibit A hereto, as Exhibit A may be updated from time to time (the “Investor”). This Agreement is made pursuant to
October 12, 2012	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012, OR ¨ TRANSITION REPORT PURSUA 10-K 1 umam6301210-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2012, OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe
October 1, 2012	NT 10-K	- FORM NT 10-K OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response.
July 16, 2012	EX-10.2	UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK OPTION AGREEMENT EX-10.2 3 v318586ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK OPTION AGREEMENT THIS NON-PLAN STOCK OPTION AGREEMENT (this “Option Agreement”) dated as of June 30, 2010 by and between Umami Sustainable Seafood, Inc., a Nevada corporation (the “Corporation”), and (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation t
July 16, 2012	EX-10.3	UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK OPTION AGREEMENT Exhibit 10.3 UMAMI SUSTAINABLE SEAFOOD, INC. NON-PLAN STOCK OPTION AGREEMENT THIS NON-PLAN STOCK OPTION AGREEMENT (this “Option Agreement”) dated as of January 4, 2012 by and between Umami Sustainable Seafood, Inc., a Nevada corporation (the “Corporation”), and Tim Fitzpatrick (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Corporation to the Grantee as to the
July 16, 2012	EX-10.1	UMAMI SUSTAINABLE SEAFOOD INC. BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 3 Dated as of June 25, 2012 CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 3 AMENDMENT NO. 3 Exhibit 10.1 UMAMI SUSTAINABLE SEAFOOD INC. and BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers AMENDMENT NO. 3 Dated as of June 25, 2012 to CREDIT AGREEMENT Dated as of August 26, 2011 AMERRA CAPITAL MANAGEMENT, LLC, as Administrative Agent AMENDMENT NO. 3 AMENDMENT NO. 3 AMENDMENT NO. 3 dated as of June 25, 2012 by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (the “US Borrower”); B
July 16, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 8-K 1 v3185868k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2012 UMAMI SUSTAINABLE SEAFOOD INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-52401 98-06360182 (State or Other Jurisdict
May 15, 2012	EX-10.35	CONSIDERATIONS EX-10.35 18 umami-ex1035salepurchasing.htm SALE PURCHASING AGREEMENT (hereinafter referred to as the "Agreement") entered into by, as the first party, BAJA AQUA FARMS, S.A. DE C.V. (hereinafter referred to as "BAF"), represented herein by Mr. Jaime Cuadra Velez and, as the second party, MARPESCA S.A.DE C.V. (hereinafter referred to as the "Fishing Company"), represented herein by Victor Manuel Gua
May 15, 2012	EX-10.3	EMPLOYMENT AGREEMENT EX-10.3 14 umami-ex103employmentagree.htm EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 1, 2010 (“Effective Date”), between Lions Gate Lighting Corp., a Nevada corporation (the “Company”), and Oli Valur Steindorsson (the “Employee”). WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and i
May 15, 2012	EX-4.6	CREDIT FACILITY USD 15.000.000 LOAN AGREEMENT Umami Sustainable Seafood Inc. as Borrower Atlantis Group hf. as Lender CREDIT FACILITY USD 15.000.000 LOAN AGREEMENT Between Umami Sustainable Seafood Inc. as Borrower and Atlantis Group hf. as Lender CONTENTS Clause Page 1 DEFINITIONS AND INTERPRETATION 2 2 THE FACILITY 4 3 Purpose 5 4 Conditions of Utilisation 5 5 Utilisation – (Draw down request) 6 6 Repayment 7 7 Prepayment 7 8 Interest 8 9 Interest Periods 9 10 TAXES 9 11 Increased costs 10 12 Other indemnities
May 15, 2012	EX-4.2	UMAMI SUSTAINABLE SEAFOOD INC. COMMON STOCK PURCHASE WARRANT EXECUTION COPY NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.
May 15, 2012	EX-3.1	EX-3.1
May 15, 2012	EX-2.2	STOCK PURCHASE AGREEMENT BY AND AMONG VILHELM GUDMUNDSSON ROBERT GUDFINNSSON CORPOSA, S.A. DE C.V. HOLSHYRNA ehf BAJA AQUA-FARMS, S.A. DE C.V. OCEANIC ENTERPRISES INC. LIONS GATE LIGHTING CORP. EFFECTIVE AS OF July 20, 2010 STOCK PURCHASE AGREEMENT T STOCK PURCHASE AGREEMENT BY AND AMONG VILHELM GUDMUNDSSON ROBERT GUDFINNSSON CORPOSA, S.
May 15, 2012	EX-4.3	UMAMI SUSTAINABLE SEAFOOD INC. SENIOR SECURED BRIDGE NOTE EXECUTION COPY THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
May 15, 2012	EX-10.4	EMPLOYMENT AGREEMENT EX-10.4 15 umami-ex104employmentagree.htm EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 1, 2010 (“Effective Date”), between Lions Gate Lighting Corp., a Nevada corporation (the “Company”), and Dan Zang (the “Employee”). WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholder
May 15, 2012	EX-10.33	D E C L A R A T I O N S EX-10.33 16 umami-ex1033laborcontracta.htm This is a LENDING OF SERVICES CONTRACT (to be referred to henceforth simply as “The Contract”) which is being entered into by, as the first party, SERVICIOS ADMINISTRATIVOS BAF, S. DE R. L. DE C. V. (to be referred to henceforth as “The Lender of Services”), represented in this action by Mrs. María del Socorro Carreras Castro and, as the other party, BAJA
May 15, 2012	EX-2.1	EX-2.1
May 15, 2012	EX-2.4	OPTION AGREEMENT EX-2.4 5 umami-ex24optionagreement.htm OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”), dated July 20, 2010, is entered into by and among Baja Aqua-Farms, S.A. de C.V. (the “Company”), Lions Gate Lighting Corp., a Nevada corporation (the “Optionee” or “LGLC”), Corposa, S.A. de C.V. (“Corposa”), Holshyrna, ehf (“Holshyrna”). This Option Agreement is entered into pursuant to a Stock Purcha
May 15, 2012	EX-4.4	UMAMI SUSTAINABLE SEAFOOD INC. SENIOR SECURED BRIDGE NOTE EXECUTION COPY THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
May 15, 2012	EX-10.36	DECLARATIONS EX-10.36 19 umami-ex1036salepurchasing.htm AGREEMENT TO AMEND THE PURCHASE AGREEMENT (hereinafter "Agreement") which is held by one hand BAJA AQUA-FARMS, SA DE CV (Hereinafter "BAF"), represented herein by Mr. Jaime Cuadra Joseph Velez and the other party MARPESCA, SA DE CV (Hereinafter "Fisheries"), represented herein by Mr. Victor Manuel Guadardo France, Contract they celebrate in accordance wit
May 15, 2012	EX-2.5	[Signature Page to Follow] EX-2.5 6 umami-ex25optionagreementa.htm FIRST AGREEMENT OF AMENDMENTS (the “First Agreement of Amendments”) of the Option Agreement (the “Option Agreement”) executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Holshyrna ehf, an Icelandic corporation (“ Holshyrna ”), Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company”), and Lions Gate
May 15, 2012	EX-4.8	COMPANY PLEDGE AND SECURITY AGREEMENT (By Umami Sustainable Seafood Inc., relating to the Equity Interests and the Inventory (as each such term is defined herein) and any proceeds arising in connection with the sale or disposition of such Equity Inte EXECUTION COPY COMPANY PLEDGE AND SECURITY AGREEMENT (By Umami Sustainable Seafood Inc.
May 15, 2012	EX-10.34	D E C L A R A T I O N S EX-10.34 17 umami-ex1034laborcontracta.htm This is a LENDING OF SERVICES CONTRACT (to be referred to henceforth simply as “The Contract”) which is being entered into by, as the first party, SERVICIOS ADMINISTRATIVOS BAF, S. DE R. L. DE C. V. (to be referred to henceforth as “The Lender of Services”), represented in this action by Mrs. María del Socorro Carreras Castro and, as the other party, MARP
May 15, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI SUST
May 15, 2012	EX-2.3	[Signature Page to Follow] EX-2.3 4 umami-ex23stockpurchaseagr.htm FIRST AGREEMENT OF AMENDMENTS (the “First Agreement of Amendments”) of the Stock Purchase Agreement (the “SPA”) executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Marpesca, S.A. de C.V., a Mexican corporation (“Marpesca”), Holshyrna ehf, an Icelandic corporation (“Holshyrna,” and together with Corposa, the “S
May 15, 2012	EX-4.7	AMENDMENT NO. 1 LOAN AGREEMENT EX-4.7 12 umami-ex47loanagreementame.htm AMENDMENT NO. 1 TO LOAN AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (as amended, restated or supplemented from time to time, this “Amendment”) is entered into as of September 30, 2010, by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (“Borrower”), and Atlantis Group hf, a company formed under the laws of the republic of Iceland (“Lende
February 16, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 1, 2012 Umami Sustainable Seafood Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-52401 98-0636182 (State or other jurisdiction of incorporation) (Commi
February 10, 2012	EX-10.31	TRANSLATION INTO ENGLISH LANGUAGE EX-10.31 4 v301962ex10-31.htm TRANSLATION INTO ENGLISH LANGUAGE CONSIGNEE: KALI TUNA, d.o.o., Kali, 23272 Kali, represented by Oli Valur Steindorsson, director and SHIPOWNER: MB LUBIN fishing, d.o.o., 23272 Kali, represented by Mirko Ivoš, director, have concluded in Kali, on 01 July 2009, the following: MARITIME/FISHERY SERVICES CONTRACT I OBJECT OF THE CONTRACT Article 1 In the herein Contract t
February 10, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI S
February 10, 2012	EX-10.32	TRANSLATION INTO ENGLISH LANGUAGE EX-10.32 5 v301962ex10-32.htm TRANSLATION INTO ENGLISH LANGUAGE BUYER: KALI TUNA, d.o.o., Kali, 23272 Kali, represented by Oli Valur Steindorsson, director and SUPPLIER: MB LUBIN fishing, d.o.o., 23272 Kali, represented by Mirko Ivoš, director, have concluded in Kali, on 01 July 2009, the following: LIVE TUNA SUPPLY CONTRACT I OBJECT OF THE CONTRACT Article 1 In the herein Contract Supplier undert
February 10, 2012	EX-10.29	BUSINESS COOPERATION AGREEMENT Company KALI TUNA, d.o.o., 23272 Kali, represented by Mr. Oli Valur Steindorsson, Member of the Board (hereinafter referred to as: KT) and Company MB LUBIN RIBARSTVO d.o.o., 23272 Kali, represented by Mr. Mirko Ivoš (hereinafter referred to as: Lubin) concluded in Kali, on 01 July 2009 the following BUSINESS COOPERATION AGREEMENT 1. SUBJECT MATTER OF THE AGREEMENT: 1.1. By this Agreement the Parti
February 10, 2012	EX-10.30	TRANSLATION INTO ENGLISH LANGUAGE EX-10.30 3 v301962ex10-30.htm TRANSLATION INTO ENGLISH LANGUAGE BUYER: KALI TUNA, d.o.o., Kali, 23272 Kali, represented by Oli Valur Steindorsson, director and SUPPLIER: MB LUBIN fishing, d.o.o., 23272 Kali, represented by Mirko Ivoš, director, have concluded in Kali, on 01 July 2009, the following: SMALL PELLAGIC FISH SUPPLY CONTRACT I OBJECT OF THE CONTRACT Article 1 In the herein Contract Suppl
January 6, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 5, 2012 Umami Sustainable Seafood Inc. (Exact Name of Registrant as Specified in its Charter) Nevada 000-52401 98-0636182 (State or other jurisdiction of incorporation) (Commi
November 18, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI
November 14, 2011	EX-10.24	WARRANT PURCHASE AGREEMENT EX-10.24 8 v236729ex10-24.htm EXHIBIT 10.24 EXECUTION VERSION WARRANT PURCHASE AGREEMENT This WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 26, 2011 by and between UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation trading on the OTC Bulletin Board under the symbol “UMAM” (the “Company”), and (“Purchaser”). WITNESSETH: WHEREAS, the Company desires to borrow funds fro
November 14, 2011	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUAN UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52401 Umami Sustainable Seafood Inc. (Exact name of registr
November 14, 2011	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2010 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52401 Umami Sustainable Seafood Inc. (Exact name of registr
November 14, 2011	EX-10.28	TERMINATION AGREEMENT EX-10.28 12 v236729ex10-28.htm EXHIBIT 10.28 TERMINATION AGREEMENT Reference is hereby made to that certain Sales Agency Agreement dated June 30, 2010 between Atlantis Group HF and Lions Gate Lighting Corp. (now known as Umami Sustainable Seafood Inc.). The parties to the Agreement hereby agree as follows: 1. The Agreement and all rights and obligations thereunder are hereby terminated effective i
November 14, 2011	EX-10.20	NOTE PURCHASE AGREEMENT EX-10.20 4 v236729ex10-20.htm EXHIBIT 10.20 NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of June 3, 2011, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Company”), and the individuals and entities listed on Schedule 1 attached hereto (each a “Purchaser”, and collectiv
November 14, 2011	EX-10.26	SALES AGENCY AGREEMENT EX-10.26 10 v236729ex10-26.htm EXHIBIT 10.26 SALES AGENCY AGREEMENT AGREEMENT dated October 6, 2011 by and between Umami Sustainable Seafood Inc., a Nevada corporation with its principal office located at 1230 Columbia Street, Ste. 400, San Diego, California (the Company”), and Atlantis Co. Ltd., a company organized and existing under the laws of Japan with its principal office located at Casa Ver
November 14, 2011	EX-10.27	TERMINATION AGREEMENT EX-10.27 11 v236729ex10-27.htm EXHIBIT 10.27 TERMINATION AGREEMENT Reference is hereby made to that certain Call Option Agreement dated July 1, 2010 (as subsequently amended, extended or renewed, the “Agreement”) between Atlantis Group HF and Lions Gate Lighting Corp. (now known as Umami Sustainable Seafood Inc.). The parties to the Agreement hereby agree as follows: 1. The Agreement and all right
November 14, 2011	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response.
November 14, 2011	EX-3.2	BY-LAWS UMAMI SUSTAINABLE SEAFOOD INC. (f/k/a LIONS GATE LIGHTING CORP.) ARTICLE 1 Exhibit 3.2 BY-LAWS OF UMAMI SUSTAINABLE SEAFOOD INC. (f/k/a LIONS GATE LIGHTING CORP.) ARTICLE 1 OFFICES 1.1 Registered Office: The registered office shall be located at 50 West Liberty, Suite 880, Reno, Nevada 89501. 1.2 Other Offices: The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine o
November 14, 2011	EX-10.22	LOAN EXTENSION AND ADDITIONAL FUNDING AGREEMENT Execution Copy LOAN EXTENSION AND ADDITIONAL FUNDING AGREEMENT This LOAN EXTENSION AND ADDITIONAL FUNDING AGREEMENT (this “Agreement”) is dated as of June 30, 2011, by and between Umami Sustainable Seafood Inc.
November 14, 2011	EX-10.19	CLUB LOAN AGREEMENT no.: Mod-A-PLUS- 3A-15/11 EX-10.19 3 v236729ex10-19.htm EXHIBIT 10.19 KALI TUNA, d.o.o. za ulov, uzgoj i preradu ribe, Put Vele Luke 70, 23272 KALI; PIN: 92418838517 as the Credit Beneficiary, represented by Mr. Miro Mirković, Member of the Board (hereinafter referred to as: the Credit beneficiary) and Croatian Bank for Reconstruction and Development, Strossmayerov trg 9, Zagreb; PIN: 26702280390, as the Creditor, represen
November 14, 2011	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-2 (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-2 (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2011 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52401 Umami Sustainable Seafood Inc. (Exact name of regis
November 14, 2011	EX-10.25	SENIOR SECURED CREDIT FACILITY USD 15.000.000 LOAN AGREEMENT Umami Sustainable Seafood Inc. as Borrower Atlantis Group hf. as Lender SENIOR SECURED CREDIT FACILITY USD 15.000.000 LOAN AGREEMENT Between Umami Sustainable Seafood Inc. as Borrower and Atlantis Group hf. as Lender Execution Copy CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 2 2. THE FACILITY 5 3. Purpose 5 4. Conditions of Utilisation 6 5. Utilisation – (Draw down request) 6 6. Repayment 7 7. Prepayment 8 8. Interest 9 9. Interest Periods 10 10. TAXES 10 1
November 14, 2011	EX-10.21	NOTE PURCHASE AGREEMENT EX-10.21 5 v236729ex10-21.htm EXHIBIT 10.21 EXECUTION COPY NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 3, 2011, by and between Umami Sustainable Seafood Inc., a Nevada corporation, trading on the OTC Bulletin Board under the symbol “UMAM” (the “Company”), and UTA Capital LLC, a Delaware limited liability company (the “Purchaser”). WITNESSETH
November 14, 2011	EX-10.23	CREDIT AGREEMENT dated as of August 26, 2011 UMAMI SUSTAINABLE SEAFOOD INC. BAJA AQUA-FARMS, S.A. DE C.V., as Borrowers The Lenders Party Hereto AMERRA CAPITAL MANAGEMENT, LLC as Administrative Agent TABLE OF CONTENTS EXECUTION VERSION CREDIT AGREEMENT dated as of August 26, 2011 among UMAMI SUSTAINABLE SEAFOOD INC.
September 28, 2011	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response........2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000 52401 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response........2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000 52401 (Check One): x Form 10-K ¨ Form 20-F ¨Form 11-K oForm 10-Q ¨ Form N-SAR ¨ Form N-CSR CUSIP NUMBER 63008A 107 For Period Ended: June 30, 2011 o Transi
September 13, 2011	8-K	Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction of Incorporation) (Com
August 9, 2011	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2011 Umami Sustainable UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S.
July 8, 2011	8-K	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 1, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction of Incorporation) (Commissi
June 27, 2011	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2011 Umami Sustainable S UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S. E
June 8, 2011	8-K	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S. Em
June 1, 2011	S-1	As filed with the Securities and Exchange Commission on June 1, 2011 Registration Number 333-______________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UMAMI SUSTAINABLE S As filed with the Securities and Exchange Commission on June 1, 2011 Registration Number 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.
June 1, 2011	EX-21.1	EX-21.1
May 23, 2011	EX-99.1	Umami Sustainable Seafood Inc. Announces Third Quarter Fiscal 2011 Results Umami Sustainable Seafood Inc. Announces Third Quarter Fiscal 2011 Results SAN DIEGO – MAY 17, 2011 - Umami Sustainable Seafood Inc. (OTCBB:UMAM) (“Umami” or the “Company”), a holding company of fish farms supplying sashimi-grade Northern Bluefin Tuna to the global market, announces operating results for the three and nine months ended March 31, 2011. Sales were $42.3 million for the three months
May 23, 2011	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S. Em
May 17, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI SUST
May 17, 2011	EX-10.1	SECURED PROMISSORY NOTE DUE MAY 16, 2011 UMAMI SUSTAINABLE SEAFOOD INC. EXHIBIT 10.1 SECURED PROMISSORY NOTE DUE MAY 16, 2011 UMAMI SUSTAINABLE SEAFOOD INC. Date: March 31, 2011 US$3,600,000 FOR VALUE RECEIVED, in cash and other consideration, Umami Sustainable Seafood Inc., a Nevada corporation (“Borrower”), hereby promises to pay to Jones, Gable & Company Limited, or its registered assigns (“Holder”), the sum of Three Million Six Hundred Thousand United States Dolla
May 16, 2011	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number:3235-0058 Expires:May 31, 2012 Estimated average burden hours per response 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000 50177 (Check One): £ Form 10-K ¨ Form 20-F ¨ Form 11-Kx Form 10-Q ¨ Form N-SAR ¨ Form N-CSR CUSIP NUMBER 63008A 107 For Period Ended: March 31, 2011 [ ]Transition R
April 8, 2011	EX-99.6	UMAMI SUSTAINABLE SEAFOOD INC. Pro Forma Statement of Financial Position for acquisition of Baja and Oceanic As of 6/30/2010 (in thousands) UMAMI SUSTAINABLE SEAFOOD INC. Pro Forma Statement of Financial Position for acquisition of Baja and Oceanic As of 6/30/2010 (unaudited) (in thousands) FY 2010 Interco Total Umami Baja Oceanic Elim Consolidated Current assets: Cash and cash equivalents $ 215 $ 86 $ 260 $ - $ 561 Accounts receivable, escrow agent 1,635 - - - 1,635 Accounts receivable, trade 64 5,884 2,166 - 8,114 Accounts receivabl
April 8, 2011	EX-99.4	Baja Aqua Farms, S.A. Statements of Financial Position As of 9/30/2010 (in thousands) Baja Aqua Farms, S.A. Statements of Financial Position As of 9/30/2010 (unaudited) (in thousands) Baja Current assets: Cash and cash equivalents $ 2,867 Accounts receivable, trade 2,315 Accounts receivable, shareholder and other related party 115 Inventories 22,692 Other current assets 221 Total current assets 28,210 Property and equipment, net 3,759 Other assets 421 Total assets $ 32,390 LIABILIT
April 8, 2011	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) 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 98-0636182 (State or Other Jurisdiction (Commi
April 8, 2011	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (C
April 8, 2011	EX-99.3	The Financial Statements and Report of Independent Certified Public Accountant Oceanic Enterprises, Inc. FKA: Agritrade USA, Inc. DBA: Midway Services For The Years ending December 31, 2009 and 2008 The Financial Statements and Report of Independent Certified Public Accountant Of Oceanic Enterprises, Inc.
April 8, 2011	EX-99.4	Baja Aqua Farms, S.A. Statements of Financial Position As of 6/30/2010 (in thousands) Baja Aqua Farms, S.A. Statements of Financial Position As of 6/30/2010 (unaudited) (in thousands) Baja Current assets: Cash and cash equivalents $ 86 Accounts receivable, trade 5,884 Accounts receivable, related party 17 Inventories 15,124 Other current assets 2,019 Total current assets 23,130 Property and equipment, net 3,489 Other assets 416 Total assets $ 27,035 LIABILITIES AND STOCKHOLDERS’ EQ
April 8, 2011	EX-99.6	UMAMI SUSTAINABLE SEAFOOD INC. Pro Forma Statement of Financial Position for acquisition of Baja and Oceanic As of 9/30/2010 (in thousands) UMAMI SUSTAINABLE SEAFOOD INC. Pro Forma Statement of Financial Position for acquisition of Baja and Oceanic As of 9/30/2010 (unaudited) (in thousands) Remove 9/30/2010 Interco Equity Pro Forma Umami Baja Oceanic Elim Loss Combined Current assets: Cash and cash equivalents $ 274 $ 2,867 $ 78 $ - $ - $ 3,219 Accounts receivable, trade 86 2,315 32 - - 2,433 Accounts receivable, shareholder and other
April 8, 2011	EX-99.2	Baja Aqua Farms, S.A. de C.V. and Subsidiaries and Affiliates (A 99.98%-owned subsidiary of AUSA EHF) Consolidated and Combined Financial Statements for the years Ended December 31, 2009 and 2008, And Independent Auditors’ Report. Baja Aqua Farms, S.A. de C.V. and Subsidiaries and Affiliates (A 99.98%-owned subsidiary of AUSA EHF) Consolidated and Combined Financial Statements for the years Ended December 31, 2009 and 2008, And Independent Auditors’ Report. BAJA AQUA FARMS, S.A. DE C.V. AND SUBSIDIARIES AND AFFILIATES (A 99.98%-owned subsidiary of Ausa Ehf) TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1 EXAMINED CONS
April 8, 2011	EX-99.3	The Financial Statements and Report of Independent Certified Public Accountant Oceanic Enterprises, Inc. FKA: Agritrade USA, Inc. DBA: Midway Services For The Years ending December 31, 2009 and 2008 The Financial Statements and Report of Independent Certified Public Accountant Of Oceanic Enterprises, Inc.
April 8, 2011	EX-99.5	Oceanic Enterprises, Inc. Statements of Financial Position As of 9/30/2010 (in thousands) Oceanic Enterprises, Inc. Statements of Financial Position As of 9/30/2010 (unaudited) (in thousands) Oceanic Current assets: Cash and cash equivalents $ 78 Accounts receivable, trade 32 Accounts receivable, shareholder and other related party 2,922 Inventories 36 Other current assets 74 Total current assets 3,142 Property and equipment, net 173 Other assets 548 Total assets $ 3,863 LIABILITIES AN
April 8, 2011	EX-99.5	Oceanic Enterprises, Inc. Statements of Financial Position As of 6/30/2010 (in thousands) Oceanic Enterprises, Inc. Statements of Financial Position As of 6/30/2010 (unaudited) (in thousands) Oceanic Current assets: Cash and cash equivalents $ 260 Accounts receivable, trade 2,166 Accounts receivable, related party 4,471 Inventories 15 Other current assets 49 Total current assets 6,961 Property and equipment, net 97 Other assets 547 Total assets $ 7,605 LIABILITIES AND STOCKHOLDERS’ EQU
April 8, 2011	EX-99.2	Baja Aqua Farms, S.A. de C.V. and Subsidiaries and Affiliates (A 99.98%-owned subsidiary of AUSA EHF) Consolidated and Combined Financial Statements for the years Ended December 31, 2009 and 2008, And Independent Auditors’ Report. Baja Aqua Farms, S.A. de C.V. and Subsidiaries and Affiliates (A 99.98%-owned subsidiary of AUSA EHF) Consolidated and Combined Financial Statements for the years Ended December 31, 2009 and 2008, And Independent Auditors’ Report. BAJA AQUA FARMS, S.A. DE C.V. AND SUBSIDIARIES AND AFFILIATES (A 99.98%-owned subsidiary of Ausa Ehf) TABLE OF CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1 EXAMINED CONS
April 6, 2011	8-K	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S.
March 10, 2011	8-K	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.
March 9, 2011	SC 13D	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 UMAMI SUSTAINABLE SEAFOOD INC. (Name of Issuer) Common Stock (Title of Class of Securities) 904074101 (CUSIP Number) Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Com
March 3, 2011	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.
February 28, 2011	10-Q	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI SUSTAINABLE SEA
February 28, 2011	EX-4.3	THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 A THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE 1933 ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.
February 28, 2011	EX-10.4	SUBSCRIPTION AGREEMENT Dated as of October 18, 2010 UMAMI SUSTAINABLE SEAFOOD INC. SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT Dated as of October 18, 2010 among UMAMI SUSTAINABLE SEAFOOD INC.
February 28, 2011	EX-10.5	REGISTRATION RIGHTS AGREEMENT EX-10.5 4 v212104ex10-5.htm REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2010, between Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”), and the investors whose names are set forth on Exhibit A hereto, as Exhibit A may be updated from time to time (the “Investor”). This Agreement is made pursuant to that certain Subscri
February 15, 2011	CORRESP	February 14, 2011 February 14, 2011 Kevin L Vaughn Accounting Branch Chief U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Umami Sustainable Seafood Inc. Item 4.01 Form 8-K Filed February 3, 2011 File No. 0-52401 Dear Mr. Vaughn: Umami Sustainable Seafood Inc. (the “Company”), is hereby responding to comments issued in a letter addressed to Mr. Daniel G. Zang and dated February
February 15, 2011	EX-16.1	February 3, 2011 February 3, 2011 Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20459 We have read item 4.
February 15, 2011	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Co
February 14, 2011	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response........2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000 50177 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response........2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000 50177 (Check One): £ Form 10-K ¨ Form 20-F ¨Form 11-K xForm 10-Q ¨ Form N-SAR ¨ Form N-CSR CUSIP NUMBER 63008A 107 For Period Ended: December 31, 2010 o Tr
February 7, 2011	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2011 Umami Sustainabl UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S
February 3, 2011	8-K	Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2011 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction of Incorporation) (Comm
December 13, 2010	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S
December 13, 2010	EX-99.1	UMAMI SUSTAINABLE SEAFOOD INC. ANNOUNCES ESTIMATES OF FIRST HALF SALES UMAMI SUSTAINABLE SEAFOOD INC. ANNOUNCES ESTIMATES OF FIRST HALF SALES San Diego, December 9, 2010: Umami Sustainable Seafood Inc. (OTCBB:UMAM) (“Umami” or the “Company") today announced that it expects to have harvested approximately 1,400 metric tons of bluefin tuna, with a sales value of approximately $25 million, for the six months ending December 31, 2010. The Company expects to harvest appro
December 6, 2010	EX-99.1	SAN DIEGO, December 3, 2010 /PRNewswire-FirstCall/ -- Umami Sustainable Seafood Inc. (OTCBB: SAN DIEGO, December 3, 2010 /PRNewswire-FirstCall/ - Umami Sustainable Seafood Inc.
December 6, 2010	8-K	Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.
November 22, 2010	10-Q	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-52401 UMAMI SUSTAINABLE SE
November 16, 2010	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number:3235-0058 Expires:May 31, 2012 Estimated average burden hours per response2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000 50177 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL OMB Number:3235-0058 Expires:May 31, 2012 Estimated average burden hours per response2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000 50177 (Check One): £ Form 10-K ¨ Form 20-F¨Form 11-KxForm 10-Q ¨ Form N-SAR ¨ Form N-CSR CUSIP NUMBER 63008A 107 For Period Ended: September 30, 2010 [] Transition R
November 3, 2010	8-K	Unregistered Sales of Equity Securities, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction of Incorporation) (Comm
October 28, 2010	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52401 Umami Sustainable Seafood Inc. (Exact name of regis
October 26, 2010	EX-4.1	WARRANT TO PURCHASE COMMON STOCK UMAMI SUSTAINABLE SEAFOOD, INC. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE 1933 ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.
October 26, 2010	EX-10.1	SECURITIES PURCHASE AGREEMENT EX-10.1 3 v199910ex10-1.htm SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of October 20, 2010, is between Umami Sustainable Seafood Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to
October 26, 2010	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2010 Umami Sustainabl UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S
October 22, 2010	EX-4.4	UMAMI SUSTAINABLE SEAFOOD INC. SENIOR SECURED BRIDGE NOTE EXECUTION COPY THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
October 22, 2010	EX-4.2	UMAMI SUSTAINABLE SEAFOOD INC. COMMON STOCK PURCHASE WARRANT EXECUTION COPY NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS.
October 22, 2010	EX-10.14	COMPANY PLEDGE AND SECURITY AGREEMENT (By Umami Sustainable Seafood Inc., relating to the Equity Interests and the Inventory (as each such term is defined herein) and any proceeds arising in connection with the sale or disposition of such Equity Inte EXECUTION COPY COMPANY PLEDGE AND SECURITY AGREEMENT (By Umami Sustainable Seafood Inc.
October 22, 2010	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 000-52401 Umami Sustainable Seafood Inc. (Exact name of registr
October 22, 2010	EX-10.13	AMENDMENT NO. 1 LOAN AGREEMENT EX-10.13 9 v197709ex10-13.htm AMENDMENT NO. 1 TO LOAN AGREEMENT THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (as amended, restated or supplemented from time to time, this “Amendment”) is entered into as of September 30, 2010, by and among UMAMI SUSTAINABLE SEAFOOD INC., a Nevada corporation (“Borrower”), and Atlantis Group hf, a company formed under the laws of the republic of Iceland (“Lender”). BACKGR
October 22, 2010	EX-4.3	UMAMI SUSTAINABLE SEAFOOD INC. SENIOR SECURED BRIDGE NOTE EXECUTION COPY THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER THAT THE TRANSFER IS EXEMPT FROM REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
October 22, 2010	EX-10.11	NOTE AND WARRANT PURCHASE AGREEMENT EXECUTION COPY NOTE AND WARRANT PURCHASE AGREEMENT This NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 7, 2010, by and between Umami Sustainable Seafood Inc.
October 22, 2010	EX-10.12	CREDIT FACILITY USD 15.000.000 LOAN AGREEMENT Umami Sustainable Seafood Inc. as Borrower Atlantis Group hf. as Lender CREDIT FACILITY USD 15.000.000 LOAN AGREEMENT Between Umami Sustainable Seafood Inc. as Borrower and Atlantis Group hf. as Lender CONTENTS Clause Page 1. DEFINITIONS AND INTERPRETATION 2 2. THE FACILITY 4 3. Purpose 5 4. Conditions of Utilisation 5 5. Utilisation – (Draw down request) 6 6. Repayment 7 7. Prepayment 7 8. Interest 8 9. Interest Periods 9 10. TAXES 9 11. Increased costs 10 12. Other
October 13, 2010	8-K	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S.
October 5, 2010	8-K	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction of Incorporation) (Co
October 1, 2010	EX-10.7	[Signature Page to Follow] Exhibit 10.7 FIRST AGREEMENT OF AMENDMENTS (the “First Agreement of Amendments”) of the Stock Purchase Agreement (the “SPA”) executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Marpesca, S.A. de C.V., a Mexican corporation (“Marpesca”), Holshyrna ehf, an Icelandic corporation (“Holshyrna,” and together with Corposa, the “Shareholders”), Vilhelm Mar
October 1, 2010	EX-10.8	[Signature Page to Follow] EX-10.8 3 v198019ex10-8.htm Exhibit 10.8 FIRST AGREEMENT OF AMENDMENTS (the “First Agreement of Amendments”) of the Option Agreement (the “Option Agreement”) executed as of July 20, 2010, by and among Corposa, S.A. de C.V., a Mexican corporation (“Corposa”), Holshyrna ehf, an Icelandic corporation (“Holshyrna”), Baja Aqua Farms, S.A. de C.V., a Mexican corporation (the “Company”), and Lions Gate L
October 1, 2010	EX-99.1	UMAMI SUSTAINABLE SEAFOOD INC. ANNOUNCES INTENT TO MOVE FORWARD ON ACQUISITION OF BAJA AQUAFARMS Exhibit 99.1 UMAMI SUSTAINABLE SEAFOOD INC. ANNOUNCES INTENT TO MOVE FORWARD ON ACQUISITION OF BAJA AQUAFARMS Umami Sustainable Seafood, Inc. (OTCBB"UMAM") (the “Company") today announced that its Board of Directors has decided to move forward and complete the acquisition of Baja Aquafarms ("Baja"), a leading producer of bluefin tuna based in Mexico. As reported previously, in July 2010 the Compan
October 1, 2010	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2010 Umami Sustaina UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction of Incorporation) (Co
September 29, 2010	NT 10-K	OMB APPROVAL OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2012 Estimated average burden hours per response 2.
August 27, 2010	EX-16.1	August 25, 2010 EXHIBIT 16.1 August 25, 2010 Securities and Exchange Commission Office of the Chief Accountant 450 Fifth Street, N.W. Washington, DC 20549 RE: Umami Sustainable Seafood Inc. Ladies and Gentlemen: We have read the statements of Umami Sustainable Seafood Inc. pertaining to our Firm included under Item 4.01 of Form 8-K dated August 27, 2009 and agree with such statements as they pertain to our Firm.
August 27, 2010	8-K	Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S.
August 24, 2010	EX-99.1	LIONS GATE LIGHTING CORP. ('LNLT') COMPLETES ITS NAME CHANGE TO UMAMI SUSTAINABLE SEAFOOD INC. ('UMAM') Exhibit 99.1 LIONS GATE LIGHTING CORP. ('LNLT') COMPLETES ITS NAME CHANGE TO UMAMI SUSTAINABLE SEAFOOD INC. ('UMAM') NEW YORK, Aug. 20 /PRNewswire/ - Lions Gate Lighting Corp. (previously OTC BB- LNLT) today announced that it has completed its corporate name change to Umami Sustainable Seafood Inc. In connection with the name change, the Company also received approval by FINRA to begin trading und
August 24, 2010	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2010 Umami Sustainable Seafood Inc. (Exact name of registrant as specified in its charter) Nevada 000-52401 98-0636182 (State or Other Jurisdiction (Commission File (I.R.S.
July 30, 2010	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 Lions Gate Lighti UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 Lions Gate Lighting Corp. (Exact name of registrant as specified in its charter) Nevada 000-52401 47-0930829 (State or Other Jurisdiction (Commission File (I.R.S. Empl
July 30, 2010	EX-10.6	OPTION AGREEMENT Exhibit A OPTION AGREEMENT THIS OPTION AGREEMENT (this “Agreement”), dated July 20, 2010, is entered into by and among Baja Aqua-Farms, S.
July 30, 2010	EX-10.5	STOCK PURCHASE AGREEMENT BY AND AMONG VILHELM GUDMUNDSSON ROBERT GUDFINNSSON CORPOSA, S.A. DE C.V. HOLSHYRNA ehf BAJA AQUA-FARMS, S.A. DE C.V. OCEANIC ENTERPRISES INC. LIONS GATE LIGHTING CORP. EFFECTIVE AS OF July 20, 2010 STOCK PURCHASE AGREEMENT T STOCK PURCHASE AGREEMENT BY AND AMONG VILHELM GUDMUNDSSON ROBERT GUDFINNSSON CORPOSA, S.
July 26, 2010	EX-2.1	EX-2.1
July 26, 2010	EX-99.1	Lions Gate to Acquire Baja Aquafarms Lions Gate to Acquire Baja Aquafarms NEW YORK, July 22 /PRNewswire-FirstCall/ - Lions Gate Lighting Corp.
July 26, 2010	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 Lions Gate Lighting UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 Lions Gate Lighting Corp. (Exact name of registrant as specified in its charter) Nevada 000-52401 47-0930829 (State or Other Jurisdiction (Commission File (I.R.S. Employ
July 16, 2010	SC 13D	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Lions Gate Lighting Corp. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 53626W 1 02 (CUSIP Number) Oli Valur Steindorsson Atlantis Group hf Storhofda 15 Reykjavik Iceland 011-354-515-7300 (Name, Address and Telephone Number of Person Authorized to Receive
July 15, 2010	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2010 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-52401 LIONS GATE LIGHTING CORP. (Exact name of registra
July 7, 2010	EX-10.4	EX-10.4
July 7, 2010	8-K	Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2010 Lions Gate Lighting Corp. (Exact name of registrant as specified in its charter) Nevada 000-52401 47-0930829 (State or Other Jurisdiction (Commission File (I.R.S. Employ
July 7, 2010	EX-10.1	EMPLOYMENT AGREEMENT EX-10.1 11 v179941ex10-1.htm EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 1, 2010 (“Effective Date”), between Lions Gate Lighting Corp., a Nevada corporation (the “Company”), and Oli Valur Steindorsson (the “Employee”). WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholde
July 7, 2010	EX-4.1	LIONS GATE LIGHTING CORP. FORM OF COMMON STOCK WARRANT NEITHER THIS SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.
July 7, 2010	EX-10.3	EX-10.3
July 7, 2010	EX-10.2	EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), effective as of July 1, 2010 (“Effective Date”), between Lions Gate Lighting Corp.
July 2, 2010	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 1, 2010 Lions Gate Lighting UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 1, 2010 Lions Gate Lighting Corp. (Exact name of registrant as specified in its charter) Nevada 000-52401 47-0930829 (State or Other Jurisdiction (Commission File (I.R.S. Employe
July 2, 2010	EX-99.1	LIONS GATE LIGHTING CORP. COMPLETES ACQUISITION OF KALI TUNA AND FINALIZES FINANCING LIONS GATE LIGHTING CORP. COMPLETES ACQUISITION OF KALI TUNA AND FINALIZES FINANCING NEW YORK, NY – July 1, 2010 – Lions Gate Lighting Corp. (“Lions Gate” or the “Company”) (OTCBB: LNLT) today announced that, on June 30, 2010, it closed the previously announced share exchange agreement dated May 3, 2010 among Lions Gate, Kali Tuna d.o.o., a Croatian limited liability company, Bluefin Acquisition G
May 5, 2010	SC 14F1	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT FILED PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER LIONS GATE LIGHTING CORP. (Exact name of reg UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT FILED PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER LIONS GATE LIGHTING CORP. (Exact name of registrant as specified in its charter) Nevada 47-0930829 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification
May 3, 2010	EX-2.1	Share Exchange Agreement dated May 3, 2010 among our company, Atlantis Group HF, Bluefin Acquisition Group Inc. and Kali Tuna d.o.o. SHARE EXCHANGE AGREEMENT This Agreement dated as of May 3, 2010, by and among Lions Gate Lighting Corp.
May 3, 2010	EX-99.1	LIONS GATE LIGHTING CORP. Suite 600 – 999 West Hastings Street Vancouver, BC V6C 2W2 LIONS GATE LIGHTING CORP. Suite 600 – 999 West Hastings Street Vancouver, BC V6C 2W2 VANCOUVER, BC, May 3, 2010 – Lions Gate Lighting Corp. (“Lions Gate” or the “Company”) (OTCBB: LNLT) announced that it has entered into a share exchange agreement (the “Agreement”) today with Atlantis Group hf. (“Atlantis”), the sole indirect shareholder of Kali Tuna d.o.o. (“Kali Tuna”). Pursuant to the terms of
May 3, 2010	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2010 LIONS GATE LIGHTING CO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 3, 2010 LIONS GATE LIGHTING CORP. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-52401 (Commission File Number) 47
April 26, 2010	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2010 or [ ] TRANSITION REPORT UNDER Lions Gate Lighting Corp.: Form 10-K - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2010 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period
January 12, 2010	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2009 [ ] TRANSITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-52401 L
October 14, 2009	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2009 [ ] TRANSITION R Filed by sedaredgar.com - Lions Gate Lighting Corp. - Form 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the
July 15, 2009	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 [ ] TRANSITION REPORT Filed by sedaredgar.com - Lions Gate Lighting Corp. - Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission fil
May 29, 2009	EX-99.1	Audit Committee Charter Filed by sedaredgar.com - Lions Gate Lighting Corp. - Exhibit 99.1 LIONS GATE LIGHTING CORP. Audit Committee Charter I. Purpose of Audit Committee of Lions Gate Lighting Corp. (the ”Corporation”) The purpose of the Audit Committee (the “Committee”) is to: 1. Assist the Board of Directors of the Corporation (the “Board”) in fulfilling its oversight responsibilities relating to: (a) the quality and
May 29, 2009	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2009 [ ] TRANSITION REPORT UNDER SE Filed by sedaredgar.com - Lions Gate Lighting Corp. - Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [x] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2009 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fro
May 12, 2009	EX-99	LIONS GATE LIGHTING CORP. LIONS GATE LIGHTING CORP. 600 – 999 West Hastings Street Vancouver, BC, V6C 2W2 Telephone: 604-729-5759 Robert McIsaac resigns as Director VANCOUVER, CANADA – May 12, 2009 – Lions Gate Lighting Corp. (the “Company”) (OTCBB: LNLT) announces that Robert McIsaac has resigned as a director of the Company. The Company thanks Mr. McIsaac for his services to date and wishes him success in all his future
May 12, 2009	SC 13D	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 LIONS GATE LIGHTING CORP. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 53626W 102 (CUSIP Number) copy to: Robert Fraser c/o Lions Gate Lighting Corp. 600 – 999 West Hastings Street Vancouver, British Columbia Canada, V6C 2W2 Tel: 604.729.5
May 12, 2009	EX-10	Return to Treasury Agreement dated May 12, 2009 with Robert McIsaac RETURN TO TREASURY AGREEMENT THIS AGREEMENT made effective as of May 12, 2009 BETWEEN: LIONS GATE LIGHTING CORP.
May 12, 2009	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2009 LIONS GATE LIGHTING C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 12, 2009 LIONS GATE LIGHTING CORP. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-52401 (Commission File Number) 4
January 14, 2009	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2008 [ ] TRANSITION R Filed by sedaredgar.com - Lions Gate Lighting Corp. - Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commissio
October 15, 2008	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2008 TRANSITION REPORT PURS Filed by sedaredgar.com - Lions Gate Lighting Corp. - Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2008 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file num
July 15, 2008	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2008 [ ] TRANSITION REPORT Filed by sedaredgar.com - Lions Gate Lighting Corp. - Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2008 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission fil
May 29, 2008	10KSB	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2008 [ ] TRANSITION REPORT Filed by sedaredgar.com - Lions Gate Lighting Corp. - Form 10KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 29, 2008 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p
January 14, 2008	10QSB	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2007 [ ] TRANSITION REPOR Filed by Automated Filing Services Inc. (604) 609-0244 - Lions Gate Lighting Corp.- Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For th
October 15, 2007	10QSB	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2007 [ ] TRANSITION REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-52401 LIONS GATE LIGHTING CORP. (Exact name
August 31, 2007	10QSB/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-52401 LIONS GATE LIGHTING CORP. (Exact name of
August 31, 2007	10QSB/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB/A (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2006 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-52401 LIONS GATE LIGHTING CORP. (Exact na
July 20, 2007	10QSB	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2007 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-52401 LIONS GATE LIGHTING CORP. (Exact name of s
July 17, 2007	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-52401 CUSIP NUMBER (Check one): o Form 10-K Form 20-F o Form 11-K x Form 10-Q [ ] Form 10-D o Form N-SAR o Form N-CSR For Period Ended: May 31, 2007 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report
June 13, 2007	EX-10	Letter Agreement dated June 6, 2007, between our company and Sunway Lighting Corp. LIONS GATE LIGHTING CORP. 200-375 WATER ST. VANCOUVER, BC V6B 5C6 CANADA June 6, 2007 VIA ELECTRONIC MAIL Sunway Lighting Technology Co. Ltd. Rm. 4, 2 fl., Deyi Bldg. No. 2 Penglai Rd. Daliang, Shunde, Foshan City, Guangdong, P.R.C. 528300 Attention: Gordon Hicks Dear Sirs/Mesdames Re: Letter Agreement regarding Distribution Agreement (the “Agreement”) between Sunway Lighting Technology Co. Ltd. (
June 13, 2007	10KSB	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28, 2007 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from o to o Commission file number 000-52401 LIONS GATE LIGHTIN
May 29, 2007	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC. FILE NUMBER 000-52401 Check One): x Form 10-K and Form 10-KSB o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR CUSIP NUMBER For Period Ended: February 28, 2007 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on F
February 28, 2007	10QSB	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2006 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission file number 000-52401 LIONS GATE LIGHTING CORP. (Exact name o
February 28, 2007	EX-14	Code of Ethics LIONS GATE LIGHTING CORP. (the “Corporation”) CODE OF ETHICS AND BUSINESS CONDUCT FOR DIRECTORS, SENIOR OFFICERS AND EMPLOYEES OF THE CORPORATION (the “Code”) This Code applies to the Chief Executive Officer, President, Chief Financial Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Controller and persons performing similar functions (collectively,
February 27, 2007	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC. FILE NUMBER 000-52401 Check One): o Form 10-K and Form 10-KSB o Form 20-F o Form 11-K [ X ] Form 10-Q and Form 10-QSB o Form N-SAR CUSIP NUMBER: N/A For Period Ended: November 30, 2006 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K
January 12, 2007	424B4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-135717 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FILED PURSUANT TO RULE 424(b)(4) SEC FILE NUMBER 333-135717 PROSPECTUS January 12, 2007 LIONS GATE LIGHTING CORP. A NEVADA CORPORATION 5,000,000 SHARES OF COMMON STOCK OF LIONS GATE LIGHTING CORP. This prospectus relates to 5,000,000 shares of common stock of Lions Gate Lighting Corp., a Nevada corporation, which may be resold
January 12, 2007	8-A12G	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 LIONS GATE LIGHTING CORP. (Exact name of registrant as specified in its charter) Nevada (State of incorporation or organization) 47-0930829 (I.R.S. Employer Identification No.) 200- 375 Water Stree
January 11, 2007	CORRESP	LIONS GATE LIGHTING CORP. 200 - 375 Water Street Vancouver, BC, Canada V6B-5C6 Telephone: (604) 678-6880 LIONS GATE LIGHTING CORP. 200 - 375 Water Street Vancouver, BC, Canada V6B-5C6 Telephone: (604) 678-6880 January 11, 2007 VIA EDGAR AND FAX (202) 772-9368 United States Securities and Exchange Commission 100 F Street North East Mail Stop 20549-0407 Washington, DC 20549 Attention: Edward M. Kelley, Esq. Dear Sirs: Re: Lions Gate Lighting Corp. (the "Company") File Number: 333-135717 In connection w
January 5, 2007	COVER	HSBC Building 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314 www.cwilson.com Some lawyers at Clark Wilson LLP practice through law corporations. - 2 - Reply Attention of Cam McTavish Direct Tel. 604.891.7731 EMail Address [email protected] Our File No. 29537-0001 / CW1015864.1 January 5, 2007 VIA COURIER AND EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 USA Attention: Edward M. Kelly, Esq. Jennifer K. Thompson Dear Sirs/Mesdames: Re: Lions Gate Lighting Corp. Pre-effective Amendment 2 to Registration Stateme
January 5, 2007	SB-2/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 3 TO THE FORM SB-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 3 TO THE FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIONS GATE LIGHTING CORP. (Exact name of registrant as specified in its charter) Nevada 5063 47-0930829 State or jurisdiction of incorporation or organization (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identi
November 29, 2006	SB-2/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 TO THE FORM SB-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 2 TO THE FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIONS GATE LIGHTING CORP. (Exact name of registrant as specified in its charter) Nevada 5063 47-0930829 State or jurisdiction of incorporation or organization (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identi
November 29, 2006	COVER	HSBC Building 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314 www.cwilson.com Some lawyers at Clark Wilson LLP practice through law corporations. - 2 - Reply Attention of Cam McTavish Direct Tel. 604.891.7731 EMail Address [email protected] Our File No. 29537-0001 / CW890849.2 November 29, 2006 VIA COURIER AND EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 USA Attention: Pamela A. Long Assistant Director Dear Sirs/Mesdames: Re: Lions Gate Lighting Corp. Pre-effective Amendment No. 1 to Registration Statement o
September 22, 2006	EX-10	Distribution Agreement between our company and Sunway Lighting Corp. Exhibit 10.3 DISTRIBUTOR AGREEMENT BETWEEN: Sunway Lighting Technology Co. Ltd, a company incorporated under the laws of the Peoples Republic of China ("Sunway") AND: Lions Gate Lighting Corp., a company incorporated under the laws of the State of Nevada, ("Distributor") In consideration of the mutual covenants-and promises hereinafter set forth, the parties agree as follows: 1. APPOINTMENT - TERM
September 22, 2006	EX-10	Material terms of verbal consulting agreement entered into between our company and Cam Fraser WRITTEN EXPLANATION OF THE VERBAL AGREEMENT BETWEEN LIONS GATE LIGHTING CORP. AND CAMERON FRASER This Consultant Agreement ("Agreement') is made and effective this 2nd day of May, 2005 by and among Lions Gate Lighting Corp. a Nevada Corporation (the "Company") and Cameron Fraser (the “Consultant”). NOW, THEREFORE, the parties hereto agree as follows: 1. The Company agrees to hire the Consultant an
September 22, 2006	COVER	HSBC Building 800 – 885 West Georgia Street Vancouver BC V6C 3H1 Canada Tel.: 604.687.5700 Fax: 604.687.6314 www.cwilson.com Some lawyers at Clark Wilson LLP practice through law corporations. - 2 - Reply Attention of Cam McTavish Direct Tel. 604.891.7731 EMail Address [email protected] Our File No. 29537-0001 / D/CZM/886262.1 September 22, 2006 VIA COURIER AND EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7010 USA Attention: Edward M. Kelly, Esq. Senior Counsel Dear Sirs/Mesdames: Re: Lions Gate Lighting Corp. Registration Statement on Form SB-2 Filed on July
September 22, 2006	EX-10	Material terms of verbal consulting agreement entered into between our company and Robert McIsaac WRITTEN EXPLANATION OF THE VERBAL AGREEMENT BETWEEN LIONS GATE LIGHTING CORP. AND ROBERT MCISAAC This Consultant Agreement ("Agreement') is made and effective this 2nd day of May, 2005 by and among Lions Gate Lighting Corp. a Nevada Corporation (the "Company") and Robert McIsaac (the “Consultant”). NOW, THEREFORE, the parties hereto agree as follows: 1. The Company agrees to hire the Consultant an
September 22, 2006	SB-2/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 1 TO THE FORM SB-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT No. 1 TO THE FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIONS GATE LIGHTING CORP. (Exact name of registrant as specified in its charter) Nevada 5063 47-0930829 State or jurisdiction of incorporation or organization (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identi
July 12, 2006	EX-10.2	SUBSCRIPTION AGREEMENT EX-10.2 6 sb2ex102.htm FORM OF SUBSCRIPTION AGREEMENT Exhibit 10.2 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES TO WHICH TH
July 12, 2006	SB-2	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIONS GATE LIGHTING CORP. (Exact name of registrant as specified in its charter) Nevada 5063 47-0930829 State or jurisdiction of incorporation or organization (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 200- 375
July 12, 2006	EX-3.2	BY-LAWS LIONS GATE LIGHTING CORP. ARTICLE 1 Exhibit 3.2 BY-LAWS OF LIONS GATE LIGHTING CORP. ARTICLE 1 OFFICES 1.1 Registered Office: The registered office shall be located at 50 West Liberty, Suite 880, Reno, Nevada 89501. 1.2 Other Offices: The corporation may also have offices at such other places both within and without the State of Nevada as the board of directors may from time to time determine or the business of the corporation may r
July 12, 2006	EX-10.3	DISTRIBUTOR AGREEMENT Exhibit 10.3 DISTRIBUTOR AGREEMENT BETWEEN: Sunway Lighting Technology Co. Ltd, a company incorporated under the laws of the Peoples Republic of China ("Sunway") AND: Lions Gate Lighting Corp., a company incorporated under the laws of the State of Nevada, ("Distributor") In consideration of the mutual covenants-and promises hereinafter set forth, the parties agree as follows: 1. APPOINTMENT - TERM
July 12, 2006	EX-3.1	SCHEDULE “A” List of Additional Directors EX-3.1 2 sb2ex31.htm ARTICLES OF INCORPORATION Exhibit 3.1 Entity # E0252752005-2 Document Number: 20050159149-56 Date Filed: 5/2/2005 10: 07: 00 AM In the office of /s/ Dean Heller Dean Heller Secretary of State Important: Read attached instructions before completing form. ABOVE SPACE IS FOR OFFICE USE ONLY 1. Name of Corporation: Lions Gate Lighting Corp. 2. Resident Agent Name and Street Addres
July 12, 2006	EX-10.1	SUBSCRIPTION AGREEMENT EX-10.1 5 sb2ex101.htm FORM OF SUBSCRIPTION AGREEMENT, DATED MAY 2, 2005 Exhibit 10.1 THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SEC

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