UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

OFFor ~~THE~~the ~~SECURITIES~~quarterly ~~EXCHANGE~~period ~~ACT~~ended OFSeptember ~~1934~~30, 2011 or

~~For~~o TRANSITION ~~the~~REPORT ~~quarterly~~PURSUANT ~~period~~TO ~~ended~~SECTION ~~June~~13 ~~30,~~OR ~~2011~~15(d) orOF THE SECURITIES EXCHANGE ACT OF 1934.

¨ 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: 000-26585

GEORGE FOREMAN ENTERPRISES, INC.

(Name of Small Business Issuer as Specified in Its Charter)

DELAWARE (State or Other Jurisdiction of Incorporation)	54-1811721 (I.R.S. Employer Identification No.)
100 N. WILKES-BARRE BLVD, 4TH FLOOR, WILKES-BARRE, PA (Address of Principal Executive Offices)	18702 (Zip Code)

Registrant's telephone number, including area code (570) 822-6277

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large ~~accelerated~~Accelerated filer o Accelerated filer o Non Accelerated filer o ~~(Do not check if smaller reporting company)~~ Smaller ~~reporting~~Reporting ~~company~~Company x

~~Indicate~~(Do bynot check ~~mark~~if ~~whether~~smaller ~~the~~reporting ~~registrant is a shell~~ company ~~(as defined in Rule 12b-2 of the Exchange Act~~)~~. Yes ¨ No x~~

AsIndicate ofby ~~August~~check ~~23,~~mark ~~2011,~~whether ~~5,088,759~~the ~~shares~~registrant ofis ~~the~~a ~~registrant's~~shell ~~common~~company ~~stock,~~(as ~~par~~defined ~~value~~in ~~$0.01,~~Rule ~~were~~12b-2 ~~outstanding~~of the Exchange Act). Yes o No x

As of November 4, 2011, 5,088,759 shares of the registrant's common stock, par value $0.01, were outstanding.

GEORGE FOREMAN ENTERPRISES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2011

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION			Page
	Item 1.	Financial Statements	1
		Consolidated Balance Sheets (unaudited) as of June 30, 2011 and December 31, 2010	4
		Consolidated Balance Sheets (unaudited) as of September 30, 2011 and December 31, 2010	2
		Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2011 and 2010	5
		Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2011 and 2010	3
		Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2011 and 2010	6
		Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2011 and 2010	4
		Notes to Unaudited Consolidated Financial Statements	75
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	1311
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1715
	Item 4.	Controls and Procedures	1715
PART II - OTHER INFORMATION
	Item 1.	Legal Proceedings	1816
	Item 1A.	Risk Factors	1816
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1816
	Item 3.	Defaults upon Senior Securities	1816
	Item 4.	Submission of Matters to a Vote of Securities Holders	1816
	Item 5.	Other Information	1816
	Item 6.	Exhibits	1917
		Signatures	20

2-i-

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules a and regulations of the Securities and Exchange Commission. It is suggested that the following consolidated financial statements be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Annual Report of Form 10-K for the year ended December 31, 2010. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010 are not necessarily indicative of the results for the entire fiscal year or for any other period.

3-1-

GEORGE FOREMAN ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30,			December 31,
	September 30,			December 31,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	8547,~~220~~982		$	170,996
Accounts receivable, less allowance for doubtful accounts of $1,100 at June 30, 2011 and December 31, 2010		7,142			20,641
Accounts receivable, less allowance for doubtful accounts of $1,100 at September 30, 2011 and December 31, 2010		8,431			20,641
Prepaid expenses and other current assets		5238,~~236~~947			25,000
Marketable securities, at amortized cost		88,106			94,333
Marketable securities		59,159			94,333
Total assets	$	~~232~~154,~~704~~519		$	310,970
LIABILITIES AND DEFICIENCY
Current liabilities:
Accounts payable and accrued expenses	$	~~854~~870,~~721~~106		$	825,121
Deferred royalties, current portion		-			176,396
Accrued interest payable		~~188~~225,~~208~~708			113,208
Convertible notes payable		1,000,000			1,000,000
Related party payables		~~162~~178,~~871~~031			136,063
Total current liabilities		2,~~205~~273,~~800~~845			2,250,788
Deficiency:
Series A Preferred Stock, $0.01 par value, 2 shares authorized, at June 30, 2011 and December 31, 2010		-			-
Series A Preferred Stock, $0.01 par value, 2 shares authorized, at September 30, 2011 and December 31, 2010		-			-
Common stock, $0.01 par value, 25,000,000 shares authorized; 5,158,197 shares issued and 5,088,759 shares outstanding at June 30, 2011 and December 31, 2010		51,583			51,583
Common stock, $0.01 par value, 25,000,000 shares authorized; 5,158,197 shares issued and 5,088,759 shares outstanding at September 30, 2011 and December 31, 2010		51,583			51,583
Additional paid-in capital		188,745,120			188,745,120
Accumulated deficit		(190,678,266	)		(190,648,785	)
Accumulated other comprehensive loss		(28,946	)		-
Deficit		(190,795,550	)		(190,648,785	)
Treasury stock, 69,438 shares at cost		(91,533	)		(91,533	)
Total George Foreman Enterprises, Inc. and Subsidiaries Stockholders’ deficiency		(12,~~973~~119,~~096~~326	)		(1,943,615	)
Non-controlling interest		-			3,797
Total deficiency		(12,~~973~~119,~~096~~326	)		(1,939,818	)
Total liabilities and deficiency	$	~~232~~154,~~704~~519		$	310,970

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

4-2-

GEORGE FOREMAN ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		~~Three months ended~~	Three months ended							~~Six months ended~~	Nine months ended
		June 30,								June 30,
			September 30,								September 30,
		~~2011~~	2011			~~2010~~	2010			~~2011~~	2011			~~2010~~	2010
Sales		$	~~103,730~~$	15,342		$	~~135,961~~$	145,210		$	~~212,134~~$	227,476		$	~~242,467~~$	387,677
Costs and expenses,
~~Cost of goods sold~~	Cost of goods sold		~~9,850~~	9,023			~~13,881~~	11,043			~~16,002~~	25,025			~~19,139~~	30,182
~~Selling, general and administrative~~	Selling, general and administrative		~~90,052~~	86,106			~~102,488~~	86,476			~~173,712~~	259,818			~~206,678~~	293,154
Total costs and expenses			~~99,902~~	95,129			~~116,369~~	97,519			~~189,714~~	284,843			~~225,817~~	323,336
Income from operations			3,828				19,592				22,420				16,650
Income (loss) from operations				(79,787	)			47,691				(57,367	)			64,341
Other income (expense),
Other than temporary impairment and realized gains on marketable securities			9,122				8,794				19,255				8,794
	Other than temporary impairment and realized gains/ (losses) on marketable securities			-				41,660				19,255				50,454
~~Interest income~~	Interest income		22	3			21	56			47	50			31	87
~~Accretion of interest expense on amortization on discount of notes~~	Accretion of interest expense on amortization on discount of notes		-	-			-	-			-	-			~~(67,000~~	)(67,000	)
~~Interest expense~~	Interest expense		~~(37,500~~	)(37,500	)		~~(37,523~~	)(37,500	)		~~(75,000~~	)(112,500	)		~~(66,523~~	)(104,023	)
Total other income (expense)			~~(28,356~~	)(37,497	)		~~(28,708~~	)4,216			~~(55,698~~	)(93,195	)		~~(124,698~~	)(120,482	)
Net loss			(24,528	)			(9,116	)			(33,278	)			(108,048	)
Net earnings (loss)				(117,284	)			51,907				(150,562	)			(56,141	)
~~Less: Net (earnings) loss attributable to non-controlling interest~~	Less: Net (earnings) loss attributable to non-controlling interest		~~2,166~~	-			~~15,709~~	(607	)		~~3,797~~	3,797			~~(948~~	)(1,555	)
Net earnings (loss) available to common stockholders		$	~~(22,362~~	)(117,284	)	$	~~6,593~~	51,300		$	~~(29,481~~	)(146,765	)	$	~~(108,996~~	)(57,696	)
Net earnings (loss) per common share – basic		$	~~0.00~~$	(0.02	)	$	~~0.00~~$	0.01		$	~~(0.01~~$	)(0.03	)	$	~~(0.04~~$	)(0.01	)
Net earnings (loss) per common share – diluted		$	~~0.00~~$	(0.02	)	$	~~0.00~~$	0.01		$	~~(0.01~~$	)(0.03	)	$	~~(0.02~~$	)(0.01	)
Weighted average shares outstanding – basic			~~5,088,759~~	5,088,759			~~3,451,723~~	5,088,759			~~5,088,759~~	5,088,759			~~3,451,723~~	4,107,076
Weighted average shares outstanding – diluted			~~5,088,759~~	5,088,759			~~3,451,723~~	5,888,759			~~5,088,759~~	5,088,759			~~3,451,723~~	4,107,076

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

5-3-

GEORGE FOREMAN ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(33150,~~278~~562	)	$	(~~108~~56,~~048~~141	)
Adjustments to reconcile net earnings (loss) to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred royalties		(187,~~061~~060	)		(~~169~~266,~~755~~059	)
Amortization of discounted notes		-			67,000
Other than temporary impairment and realized (gains) losses on marketable securities		(19,255	)		(850,~~794~~454	)
Changes in operating assets and liabilities:
Accounts receivable		1312,~~499~~210			1516,~~939~~188
Prepaid expenses and other current assets		(2713,~~236~~947	)		(2613,~~465~~232	)
Accounts payable and accrued expenses		2944,~~600~~985			~~180~~169,~~866~~867
Accrued interest payable		75112,~~000~~500			5391,~~500~~000
Net cash provided by (used in) operating activities		(148,731	)		4,243
Net cash used in operating activities		(201,129	)		(41,831	)
CASH FLOWS FROM INVESTING ACTIVITIES,
Proceeds from the sale of marketable securities		36,147			1273,~~525~~371
Net cash provided by investing activities		36,147			73,371
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party payable		3247,~~432~~592			4356,~~551~~050
Payment of related party payable		(5,624	)		(1722,~~447~~808	)
Net cash provided by financing activities		2641,~~808~~968			2633,~~104~~242
Net decrease in cash and cash equivalents		(85,776	)		42,872
Net increase (decrease) in cash and cash equivalents		(123,014	)		64,782
Cash and cash equivalents at beginning of period		170,996			99,059
Cash and cash equivalents at end of period	$	8547,~~220~~982		$	~~141~~163,~~931~~841
Supplemental disclosure of non-cash investing and financing activities,
Waiver of contingent liability	$	-		$	1,000,000
Forgiveness of debt from related party	$	-		$	68,621
Investment in common stock in exchange for deferred royalties	$	10,665		$	45,706
Supplemental disclosure:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	13,023

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

6-4-

GEORGE FOREMAN ENTERPRISES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The consolidated financial statements include the accounts of George Foreman Enterprises, Inc, its wholly-owned subsidiary, George Foreman Management, Inc., and its wholly-owned subsidiary, George Foreman Ventures, LLC ("Ventures"), (the “Company”) as of May 28, 2010. G-Nutritional, Inc. is a wholly-owned subsidiary of Ventures through which a majority ownership position in Vita Ventures, LLC was acquired. Ventures also acquired a majority ownership position in InStride Ventures, LLC. The Company was formed in Delaware in April 1996. The Company’s operations are derived from licensing agreements and royalties received from the right to use the George Foreman name.

On August 15, 2005, the Company and Ventures entered into a series of agreements with George Foreman and George Foreman Productions, Inc. ("GFPI") pursuant to which, among other things, Mr. Foreman assigned certain trademarks and rights to the name, image, signature, voice, likenesses, caricatures, sobriquets, and all other identifying features and indicia of Mr. Foreman to Ventures, and GFPI agreed to furnish the personal services of Mr. Foreman to Ventures. In exchange, Mr. Foreman and GFPI were issued a 15% membership interest in Ventures. These membership interests were, at GFPI and Mr. Foreman's option, exchanged into approximately thirty-five percent (35%), or 1,799,753 shares, of the fully-diluted shares of common stock of the Company on May 28, 2010. By exchanging these membership interests, Mr. Foreman and GFPI’s non-controlling interest of the Company was eliminated. The only remaining non-controlling interests are the 49.9% non-controlling members of InStride Ventures, LLC and Vita Ventures, LLC. In addition, a trust of which George Foreman, Jr. and George Foreman III are the trustees was issued two shares of the Company's Series A Preferred Stock, which shares entitle the holders thereof, voting separately as a class, to elect two (2) members of the Company's Board of Directors (the "Board"). The trust, as holder of such Series A Preferred Stock, has elected George Foreman and George Foreman, Jr. to serve as its designated directors on the Board. On May 28, 2010, George Foreman and George Foreman Jr. resigned as directors and waived all rights to the shares of preferred stock which was then cancelled by the Company.

As part of the May 28, 2010 agreement, Mr. Foreman agreed to waive any right to receive shares of preferred stock pursuant to the Registration Rights Agreement. See Note 12 for further information. George Foreman Jr. and George Foreman III, former employees of the Company, agreed to waive any right to receive any amounts due to them under their employment contracts. The parties agreed to terminate the Services and Assignment Agreements and all of the rights and obligations of the parties thereunder. The Company, Ventures, and each of the respective Affiliates agreed to cease and desist from any and all uses of, and shall not use, the Foreman Indicia, the Indicia Rights and/or the Marks, subject only to the licenses previously provided to Ventures for the use of the Foreman Indicia, the Indicia Rights, the Materials and/or the Marks solely in connection with and for the purpose of complying with and/or exercising its contractual rights, representations, commitments and obligations under the Ventures’ License Agreements.

2. RECENT DEVELOPMENTS

On May 28, 2010, the Company and Ventures entered into an agreement with George Foreman (“Foreman”) and GFPI, which restructured the contractual rights and obligations of the parties. In addition, Foreman and GFPI exchanged all of their membership interests in Ventures for the Company’s common stock under the Investor Rights Agreement entered into as of August 15, 2005. The parties agreed to terminate the Services and Assignment Agreements and all of the rights and obligations of the parties thereunder. Ventures agreed to sell, grant, assign and otherwise set over to Foreman and GFPI, solely and exclusively and forever, irrevocably and unconditionally, all of their right, title and interest, of every nature and description, whether or not such rights are now known, recognize or contemplated, including the right to enforce the same for all past, present and future infringements, in and to: the Foreman Indicia and the Indicia Rights, marks any and all registrations of, and applications to register, the Marks filed in the United States Patent and Trademark Office, in any states within the United States and anywhere else in the world; and all materials created or produced using the Marks, the Foreman Indicia and/or Indicia Rights including, without limitation, all copyrights therein.

7-5-

The Company, Ventures, and each of the respective Affiliates agreed to cease and desist from any and all uses of, and shall not use, the Foreman Indicia, the Indicia Rights and/or the Marks, subject only to the licenses previously provided to Ventures for the use of the Foreman Indicia, the Indicia Rights, the Materials and/or the Marks solely in connection with and for the purpose of complying with and/or exercising its contractual rights, representations, commitments and obligations under the Ventures’ License Agreements.

Foreman and GFPI Parties agreed to waive any right to receive shares of preferred stock pursuant to the Registration Rights Agreement (see Note 12 below) and any amounts due to them. Foreman and George Foreman Jr. resigned from the Company’s board of directors immediately upon the execution of this agreement. George Foreman Jr. and George Foreman III, former employees of the Company, agreed to waive any right to receive any amounts due to them under their employment contracts. As a result of this waiver by George Foreman Jr. and George Foreman III, George Foreman Management Inc. recognized forgiveness of indebtedness of $68,621. When these rights were waived, the Company reclassified the elimination of the $68,621 payroll accrual to additional paid-in capital.

Ventures entered into another Agreement with Foreman and United States Pharmaceutical Group, LLC (d/b/a NationsHealth) (“NationsHealth”) on May 28, 2010 pursuant to which Foreman was appointed as NationsHealth’s exclusive spokesman for core diabetic supplies and Foreman granted NationsHealth, through the Agreement with Ventures, an exclusive worldwide license to use the Foreman name, likeness, image and signature in connection with advertising to promote the core diabetic supplies. As part of the Agreement, both Ventures and Foreman will share qualified lead income received from NationsHealth in addition to 10% of the net profits derived from the value of diabetic supplies. Ventures has received $50,000 of revenue to-date from NationsHealth.

On December 13, 2010, Ventures received a demand letter from the minority members of InStride Ventures claiming that Ventures breached its fiduciary duty to InStride Ventures by entering into this Agreement with NationsHealth on May 28, 2010. InStride Ventures had previously entered into a product distribution agreement with NationsHealth on September 4, 2008 and the minority members contend that the May 28, 2010 agreement bypassed the rights of InStride Ventures LLC. No further action has been taken by the minority members of InStride Ventures. The Company believes that the claims set forth in the demand letter are without merit and will vigorously defend these claims.

3. GOING CONCERN

The Company is currently in default with its debt holders, has a history of net losses and negative cash flows from operations, mainly due to its inability to generate significant revenues to date, and the remaining cash available at ~~June~~September 30, 2011 is $8547,~~220~~982. These factors create substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On March 7, 2008, the Company sold 8% Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $800,000 (see Note 13 below). The Notes are convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of the Company’s common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The proceeds from these transactions have been used to fund working capital. The buyers of the Notes included two entities that are controlled by ~~Seymour Holtzman. Mr. Holtzman was~~ a ~~director,~~former ~~chief executive officer and co~~Co-~~chairman~~Chairman of the ~~board~~Board of ~~directors~~Directors ofand ~~the~~Chief ~~Company~~Executive Officer ~~until~~of ~~November~~the ~~8, 2010~~Company. The buyers also included Jeremy Anderson, the chief financial officer of the Company.

The Company sold 8% Convertible Notes on March 31, 2008 in the aggregate principal amount of $200,000. The Notes are also convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of the Company’s common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The proceeds from these transactions have been used to fund working capital. The amounts raised in these two transactions were not sufficient to ensure the Company's ability to continue as a going concern.

8-6-

The Company paid interest on the March 7, 2008 Notes through February 7, 2010 but is in default under the Notes due to its failure to pay principal and interest in the aggregate amount of $805,333, which was due on March 6, 2010, and to date we have not paid any of the outstanding principal amount of the Notes that was due and payable upon the maturity date. The default interest rate under these Notes is fifteen percent (15%) and is payable until all of the Company’s obligations under the Notes have been satisfied.

The Company paid interest on the March 31, 2008 Notes through February 28, 2010 but is in default under the Notes due to its failure to pay principal and interest in the aggregate amount of $201,333, which was due on March 31, 2010, and to date we have not paid any of the outstanding principal amount of the Notes that was due and payable upon the maturity date. The default interest rate under these Notes is fifteen percent (15%) and is payable until all of the Company’s obligations under the Notes have been satisfied.

The Company's success will depend primarily upon its ability to exploit and protect the intellectual property rights that Mr. Foreman has assigned to Ventures. Furthermore, Ventures is limited in the use of Mr. Foreman’s name and likeness to the products and categories it has already developed. Ventures may not explore the further development of the Foreman brand into new products and categories and may only promote and develop those agreements it has under the InStride, Vita Ventures, UFood, and NationsHealth. These limitations may significantly impede our ability to grow, which would adversely affect our financial conditions, results of operations and business prospects. Mr. Foreman has entered into numerous licensing, endorsement and other agreements over the last decade, and there can be no assurances that a third party will not assert a claim to some or all of the intellectual property rights that the Company believes have been assigned to Ventures. In addition, the United States Patent and Trademark Office ("the "PTO") may cite preexisting trademark applications and registrations by third parties against, and prior trademark owners may oppose, future trademark applications by the Company or Ventures incorporating the George Foreman name. Further, even if the Company or Ventures were able to obtain acceptance of its trademark applications by the PTO, a significant number of similar marks registered by, and licensed to, third parties could diminish the value and protectability of the intellectual property held by the Company or Ventures.

The Company can give no assurance that the Company's existing cash and cash equivalents are sufficient to satisfy its current obligations. The Company expects that its primary use of cash over the short-term will be for the payment of expenses to develop sales of the therapeutic footwear of InStride Ventures LLC, possible test marketing of the LifeShake, costs associated with the operation as a public company (legal, accounting, consulting, insurance, etc.) and the repayment of its interest and debt under the Notes. Ventures is limited in the use of Mr. Foreman’s name and likeness to the products and categories it has already developed. Ventures may not explore the further development of the Foreman brand into new products and categories and may only promote and develop those agreements it has under the InStride, Vita Ventures, Ufood, and NationsHealth. These limitations may significantly impede our ability to grow, which would adversely affect our financial conditions, results of operations and business prospects.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company's significant accounting policies are summarized in Note 4 of the Company's Annual Report on Form 10-K for the year ended December 31, 2010. There were no significant changes to these policies during the three and ~~six~~nine months ended ~~June~~September 30, 2011 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

9-7-

5. FAIR VALUE MEASUREMENTS

The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis or on a nonrecurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. The accounting guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:

Level 1 - Observable inputs such as quoted market prices in active markets

Level 2 - Inputs other than quoted prices in active markets that are either directly or indirectly observable

Level 3 - Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

The following table provides the assets and liabilities carried at fair value measured on a recurring basis as of ~~June~~September 30, 2011:

Fair Value Measurements at June 30, 2011 Using

Fair Value Measurements at September 30, 2011 Using

Total Carrying value as of June 30, 2011

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Total Carrying value as of September 30, 2011

Quoted prices in active markets (Level 1)

Significant other observable inputs (Level 2)

Significant unobservable inputs (Level 3)

Marketable Securities

8859,~~106~~159

—

Total

8859,~~106~~159

—

Marketable securities are measured at fair value using quoted market prices and are classified within Level 1 of the valuation hierarchy. As of December 31, 2009, management determined the investments were other-than-temporarily impaired and recorded the investments at amortized fair value. In accordance with ASC ###-##-####, the investments should not be adjusted for subsequent recoveries in fair value. The Company has other financial instruments, such as receivables, accounts payable and other liabilities which have been excluded from the tables above. Due to the short-term nature of these instruments, the carrying value of receivables, accounts payable and other liabilities approximate their fair values. The Company did not have any other financial instruments with the scope of the fair value disclosure requirements as of ~~June~~September 30, 2011.

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at ~~June~~September 30, 2011 and December 31, 2010 were $5238,~~236~~947 and $25,000, respectively. Balances of $5037,~~000~~500 and $25,000 at ~~June~~September 30, 2011 and December 31, 2010, respectively represent prepaid insurance for the Directors and Officers Liability Policy. The amounts are being expensed monthly over the life of the policy.

-8-

7. INVESTMENT IN COMMON STOCK – MARKETABLE SECURITIES

On June 12, 2007, Ventures and KnowFat Franchise Company, Inc. (“KnowFat”) consummated a transaction pursuant to which Ventures granted KnowFat a non-exclusive limited license to use the name and likeness of George Foreman in connection with the promotion of restaurants operated by KnowFat and its franchisees. In exchange, Ventures was granted a total of 900,000 shares of common stock of KnowFat, of which 450,000 shares vested at date of closing and the remaining shares will vest over the four-year term of the licensing agreement. On December 18, 2007, KnowFat entered into a merger agreement and commenced business operations as a publicly traded company under the name Ufood Restaurant Group, Inc ("Ufood"). Due to the conversion of shares upon the merger, the number of shares of Ufood common stock that Ventures was granted increased to 1,371,157.

This nonmonetary exchange was originally accounted for under Emerging Issues Task Force 00-08, "Accounting by a Grantee for an Equity Investment to be Received in Conjunction with Providing Goods or Services" ("EITF 00-08"). Under EITF 00-08 the 450,000 shares of Ufood (formerly known as KnowFat) common stock was recorded at the estimated fair value of $513,000 at the date of vesting. On June 12, 2008, an additional 304,702 shares of Ufood vested in accordance with the licensing agreement. These shares were valued at their fair value of $588,075 on the vesting date. On June 12, 2009, an additional 152,351 shares of Ufood vested in accordance with the licensing agreement. These shares were valued at their fair value of $30,470 on the vesting date. On June 12, 2010, an additional 152,351 shares of Ufood vested in accordance with the licensing agreement. These shares were valued at their fair value of $45,706 on the vesting date. On June 12, 2011, the final 76,175 shares of Ufood vested in accordance with the licensing agreement. These shares were valued at their fair value of $10,665 on the vesting date.

The investment in common stock of KnowFat is accounted for in accordance with FASB ASC 320, "Investments - Debt and Equity Securities", and classified as an available-for-sale security. ~~The~~As of September 30, 2011 and December 31, 2010, the Company ~~recorded~~owned ~~impairment~~625,224 ~~charges~~and 760,194 shares, with a fair value of $159,~~040~~159 and $94,~~135~~333, ~~through~~respectively. During ~~December~~the ~~31,~~nine ~~2009~~months ended September 30, as2011 and 2010, the Company ~~determined~~recorded unrealized losses on marketable securities of $28,946 and $-0-, respectively. The unrealized losses are included in accumulated other comprehensive losses on the ~~investment~~Company’s ~~was~~consolidated ~~deemed~~balance tosheet. In beaccordance with ASC 320-30-35-34, any subsequent unrealized losses after other-than-~~temporarily~~temporary ~~impaired~~impairment losses have been recorded, are reflected through equity. The new cost basis after impairment cannot be increased for any unrealized gains.

8. PREFERRED SHARES

A trust of which George Foreman, Jr. and George Foreman III are the trustees was issued two shares of the Company's Series A Preferred Stock, which shares entitle the holders thereof, voting separately as a class, to elect two (2) members of the Company's Board of Directors (the "Board"). The trust, as holder of such Series A Preferred Stock, has elected George Foreman and George Foreman, Jr. to serve as its designated directors on the Board. On May 28, 2010, George Foreman and George Foreman Jr. resigned as directors and waived all rights to the shares of preferred stock which was then cancelled by the Company.

9. DEFERRED ROYALTY REVENUES

Deferred revenues include the unearned portion of licensing fees from Ufood (formerly known as KnowFat) amounting to $1,177,250, net of $1,177,250 recognized as revenue through ~~June~~September 30, 2011, recognized on a straight-line basis over the four-year term of the contract.

10. NON-CONTROLLING INTEREST

Mr. Foreman and GFPI had a combined 15% interest in Ventures, a subsidiary of the Company. On May 28, 2010, the Company and Ventures entered into an agreement with George Foreman and GFPI, which restructured the contractual rights and obligations of the parties. As part of this agreement, Foreman and GFPI exchanged their combined 15% interest in Ventures for 1,799,753 common shares of the Company. Vitaquest's minority portion of future profits and losses in Vita Ventures and Instride LLC's minority portion of future profits and losses in Instride Ventures is not included in the consolidated financial statements of the Company.

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11. RELATED PARTY TRANSACTIONS

Included in related party payables at ~~June~~September 30, 2011 are advances received by InStride Ventures, LLC from its non-controlling interest owner of $65,~~787~~864, unpaid management fees of $~~150~~162,~~000~~500, and unpaid amounts due to Directors of $49,~~833~~667. In accordance with the operating agreements, the advances received by InStride Ventures, LLC from its non-controlling interest owner are interest-free and have no specified repayment term. The Company retains Jewelcor Management Inc. ("JMI") for the use of their Wilkes-Barre office and use of various administrative services of JMI for $4,167 per month. Since July 2008, these fees have been accruing but have not been paid. The Company's principal executive offices are in space leased by JMI from ~~Seymour~~a ~~Holtzman,~~former ~~who served as the Company's~~ Co-Chairman of the Board and Chief Executive Officer ~~until~~of ~~his~~the ~~resignation~~Company ~~on November 8, 2010,~~ and his wife, and made available to the Company (without separate charge) through the Company's consulting arrangement with JMI, which is controlled by ~~Mr.~~this ~~Holtzman~~former Co-Chairman of the Board and Chief Executive Officer of the Company.

12. CONTINGENT LIABILITY

The Registration Rights Agreement, dated as of August 15, 2005, by and among the Company, and George Foreman and George Foreman Productions (the "Registration Rights Agreement") provides for contingent additional shares of preferred stock to be issued to GFPI unless the market capitalization of the Company exceeds an average of $20 million over a ten-day trading period within the first three years of the Registration Rights Agreement. At Mr. Foreman's request, the Company shall issue a new series of preferred stock of the Company, having an aggregate liquidation preference of $1 million, bearing interest at 8% per annum, redeemable at the option of the holder three years from the date of issuance. During the year ended December 31, 2007, the Company, in accordance with FASB Statement No. 5, "Loss Contingencies", believed it was probable at that time the market capitalization would not reach or exceed $20 million and therefore recognition of a loss contingency was appropriate. The Company recorded a charge in 2007 of $1 million for this class of contingent preferred stock. As of August 15, 2008, the market capitalization did not reach or exceed $20 million and the shares were issuable upon Mr. Foreman's request, subject to the terms of the Registration Rights Agreement. Mr. Foreman requested these shares on or about October 8, 2008. On May 28, 2010, the Company and Ventures entered into an agreement with George Foreman and GFPI, which restructured the contractual rights and obligations of the parties. As part of this agreement, Foreman agreed to waive any right to receive shares of preferred stock pursuant to the Registration Rights Agreement. The Company reclassified the elimination of the $1 million contingent liability to additional paid-in capital.

13. CONVERTIBLE NOTES PAYABLE

On March 7, 2008, the Company sold 8% Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $800,000. The Notes are convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of the Company’s common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The fair value of the detachable warrants was $640,000. The buyers of the Notes included two entities that are controlled by ~~Seymour Holtzman. Mr. Holtzman was~~ a ~~director,~~former ~~chief executive officer and co~~Co-~~chairman~~Chairman of the ~~board~~Board of ~~directors~~Directors ofand ~~the~~Chief ~~Company~~Executive ~~until~~Officer ~~November~~of 8,the ~~2010~~Company. The buyers also included Jeremy Anderson, the chief financial officer of the Company. These notes were due on March 6, 2010 and the Company has not paid any of the outstanding principal amount of the Notes that was due and payable upon the maturity date. The Company paid interest on the March 7, 2008 Notes through February 7, 2010 but is in default under the Notes due to its failure to pay principal and interest in the aggregate amount of $805,333, which was due on March 6, 2010.

Effective March 31, 2008, the Company sold newly issued 8% Convertible Notes in the aggregate principal amount of $200,000. The Notes are also convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Also, each unit consists of one share of the Company’s common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The fair value of the detachable warrants was $160,000. These notes were due on March 31, 2010 and the Company has not paid any of the outstanding principal amount of the Notes that was due and payable upon the maturity date. The Company paid interest on the March 31, 2008 Notes through February 28, 2010 but is in default under the Notes due to its failure to pay interest in the aggregate amount of $201,333, which was due on March 31, 2010.

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Both the March 7, 2008 and the March 31, 2008 Notes are currently in default as the Notes were not paid on the maturity dates. The default interest rate under these notes is fifteen percent (15%) and is payable until all of the Company’s obligations under the notes have been satisfied. On December 8, 2010, the Company issued checks to all holders of the notes, in an amount equal to three (3) months of interest at the pre-default rate, which amounted to $19,500. Jeremy Anderson waived the interest payment due to him as a holder of one of the notes and thus was not paid any amount. The Company currently remains in default on both the March 7, 2008 and March 31, 2008 Notes.

The convertible debentures were issued in accordance with ASC 470-20-30, "Debt with Conversion and Other Options". The Company calculated the value of the beneficial conversion feature embedded in the convertible notes. ~~In accordance with ASC 470-20-30, convertible notes are split into two components: a debt component and a component representing the embedded derivatives in the debt.~~ The debt component represents the Company’s liability for interest coupon payments and redemption amounts. The embedded derivative represents the value of the warrant that debt holders have to convert into ordinary shares of the Company. The debt component of the convertible note is measured at amortized cost and therefore increases, with a corresponding charge to finance cost-other than interest. The debt component decreases by the cash interest coupon payments made. The beneficial conversion feature is a discount against the debt and the value to the warrants increases additional paid-in capital.

12Convertible debt as of September 30, 2011 and December 31, 2010:

Convertible debt as of June 30, 2011 and December 31, 2010:

	Sept ,30 2011			Dec. 31, 2010
Notes payable	$	1,000,000		$	1,000,000

Discount on notes payable
net of amortization		-			-
		1,000,000			1,000,000
Less: Current portion		(1,000,000	)		(1,000,000	)
	$	-		$	-

	June ,30 2011			Dec. 31, 2010
Notes payable	$	1,000,000		$	1,000,000
Discount on notes payable net of amortization		-			-
		1,000,000			1,000,000
Less: Current portion		(1,000,000	)		(1,000,000	)
	$	-		$	-

14. NET EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share excludes dilution and is computed by dividing earnings (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shares in the earnings (loss) of the Company. Certain unexercised stock options and convertible debt warrants to purchase shares of the Company's common stock as of ~~June~~September 30, 2011, were excluded in the computation of diluted earnings (loss) per share because the options' and warrants’ exercise price was greater than the average market price of the Company's common stock and the effect would be antidilutive. For the three and ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, there were 1,515,000 potential common shares outstanding, respectively.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS

Note Regarding Forward- Looking Information

The statements contained in this quarterly report that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future. Without limiting the foregoing, the words "anticipates," "believes," "expects," "intends," "may" and "plans" and similar expressions are intended to identify forward-looking statements. The Company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company's views as of the date they are made with respect to future events, but are subject to many risks and uncertainties, which could cause the actual results of the Company to differ materially from any future results expressed or implied by such forward-looking statements. These statements speak only as of the date hereof. The Company is under no duty to update, and does not undertake to update, any of the forward-looking statements contained in this quarterly report to conform them to actual results or to changes in its expectations. The following discussion should be read in conjunction with the consolidated financial statements contained in Item 1 of Part I of this Form 10-Q.

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Overview

On August 15, 2005, the Company and George Foreman Ventures, LLC ("Ventures") entered into a series of agreements with George Foreman and George Foreman Productions, Inc. ("GFPI") pursuant to which, among other things, Mr. Foreman assigned certain trademarks and rights to the name, image, signature, voice, likenesses, caricatures, sobriquets, and all other identifying features and indicia of Mr. Foreman to Ventures, and GFPI agreed to furnish the personal services of Mr. Foreman to Ventures. In exchange, Mr. Foreman and GFPI were issued membership interests in Ventures. These membership interests were, at the option of Mr. Foreman and GFPI, exchanged into approximately thirty-five percent (35%), or 1,799,753 shares, of the fully-diluted shares of common stock of the Company on May 28, 2010. In addition, a trust of which George Foreman, Jr. and George Foreman III are the trustees was issued two shares of the Company's Series A Preferred Stock, which shares entitle the holders thereof, voting separately as a class, to elect two (2) members of the Company's Board of Directors (the "Board"). The Company was formed in Delaware in April 1996. The Company’s operations are derived from licensing agreements and royalties received from the right to use the George Foreman name.

13The Company's employees are retained by the Company's wholly-owned subsidiary, George Foreman Management, Inc. ("Foreman Management"). As of September 30, 2011, Foreman Management had two part-time employees. These employees also perform services for other entities.

The Company's employees are retained by the Company's wholly-owned subsidiary, George Foreman Management, Inc. ("Foreman Management"). As of June 30, 2011, Foreman Management had two part-time employees. These employees also perform services for other entities.

On September 7, 2006, G-Nutritional, an indirect majority-owned subsidiary of the Company, entered into an agreement with Vitaquest International, LLC ("Vitaquest") to operate a newly formed limited liability company for the purpose of marketing and selling certain products principally related to wellness, vitamins and nutritional supplements (the "Products") using the name and likeness of George Foreman. G-Nutritional and Vitaquest entered into an Operating Agreement (the "Operating Agreement") for the newly formed limited liability company, Vita Ventures, under which G-Nutritional and Vitaquest are the sole members. Under the terms of the Operating Agreement, G-Nutritional has sole approval over matters relating to the selection of products and the use of the Foreman trade name. G-Nutritional is therefore considered to hold a controlling interest over Vita Ventures. G-Nutritional owns 50.1% of the membership interests of Vita Ventures and Vitaquest owns 49.9% of the membership interests of Vita Ventures. Additionally, as part of this transaction, G-Nutritional entered into a Trademark License and Service Agreement with Vita Ventures on September 7, 2006 under which Vita Ventures was granted a worldwide non-exclusive license to use the name and likeness of George Foreman in connection with the sale of the Products. Vita Ventures acquires its inventory from our business partner and then resells it through their infomercial. Vita Ventures produced an informercial to promote the Products, which aired for the first time during the fourth quarter of 2007. Vita Ventures discontinued the sale of its products during the last quarter of 2008 and is currently contemplating marketing the Products again on a test basis through our infomercial.

On April 20, 2007, Ventures entered into an agreement with InStride LLC ("InStride"), Olen Rice and Paul Koester to operate a newly formed limited liability company named InStride Ventures, LLC for the purpose of manufacturing, marketing and selling therapeutic footwear using the name and likeness of George Foreman. Ventures owns 50.1% of the membership interest of InStride Ventures, In Stride owns 47.9% of the membership interest of InStride Ventures and Messrs. Rice and Koester each own 1% of the membership interest of InStride Ventures. Additionally, in connection with this transaction, Ventures entered into a License Agreement with InStride Ventures granting InStride Ventures a license to use the name and likeness of George Foreman in connection with the business activities of InStride Ventures. Also, in accordance with the terms of an Exclusive Trademark License Agreement, InStride granted InStride Ventures a license to use certain trademarks owned by InStride in connection with the business activities of InStride Ventures. Instride Ventures also acquires its inventory from our business partner and then resells it. During the ~~six~~nine months ended ~~June~~September 30, 2011, InStride Ventures recognized $2136,~~5544~~886 of sales as a result of its agreements to supply therapeutic footwear using the name and likeness of George Foreman.

On June 12, 2007, Ventures granted KnowFat Franchise Company, Inc. ("KnowFat") a non-exclusive limited license to use the name and likeness of George Foreman in connection with the promotion of restaurants operated by KnowFat and its franchisees. As consideration for use of the license, Ventures was granted 900,000 shares of common stock of KnowFat, half of which vested as of the closing date and half of which vests over the four year term of the license agreement. In addition, Ventures has the potential to earn additional shares based on the number of franchises sold, as well as earning royalties based on KnowFat sales. On December 18, 2007, KnowFat merged with and into a publicly traded company and now operates under the name Ufood Restaurant Group, Inc ("Ufood"). The number of KnowFat shares owned by Ventures was converted to 1,371,157 shares of Ufood as part of the transaction. These shares vested over the four year term of the license agreement, which expired on June 12, 2011. Ventures recognized licensing fees and royalties of $190,590 for the ~~six~~nine months ended ~~June~~September 30, 2011.

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Ventures entered into an Agreement with Foreman and NationsHealth on May 28, 2010 pursuant to which Foreman was appointed as NationsHealth’s exclusive spokesman for core diabetic supplies and Foreman granted NationsHealth an exclusive worldwide license to use the Foreman name, likeness, image and signature in connection with advertising to promote the core diabetic supplies. Ventures has not recognized any licensing fees or royalty income for the ~~six~~nine months ended ~~June~~September 30, 2011.

The Company's principal executive offices are in space leased by JMI from ~~Seymour~~a ~~Holtzman~~former Co-Chairman of the Board and Chief Executive Officer of the Company and his wife and made available to the Company (without separate charge). JMI, a company controlled bythis ~~Mr.~~former ~~Holtzman, the Company's~~ Co-Chairman of the Board and Chief Executive Officer of the Company, provides the Company with certain consulting, management and other services in exchange for a monthly fee of $4,167. Since July 2008, these fees have been accruing but have not been paid.

Financial Position

At ~~June~~September 30, 2011, the Company had $8547,~~220~~982 in cash and cash equivalents compared to $170,996 at December 31, 2010. The Company expects that its primary use of cash over the short-term will be for the payment of expenses to develop sales of the therapeutic footwear of InStride Ventures LLC, possible test marketing of the LifeShake, costs associated with the operation as a public company (legal, accounting, consulting, insurance, etc.) and the repayment of its interest and debt under the Notes.

Mr. Foreman has entered into numerous licensing, endorsement and other agreements over the last decade, and there can be no assurances that a third party will not assert a claim to some or all of the intellectual property rights that the Company believes have been assigned to Ventures. In addition, the United States Patent and Trademark Office ("the "PTO") may cite preexisting trademark applications and registrations by third parties against, and prior trademark owners may oppose, future trademark applications by the Company or Ventures incorporating the George Foreman name. Further, even if the Company or Ventures were able to obtain acceptance of its trademark applications by the PTO, a significant number of similar marks registered by, and licensed to, third parties could diminish the value and protectability of the intellectual property held by the Company or Ventures.

Results of Operations

REVENUE Revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2011 was $~~103~~15,~~730~~342 and $~~212~~227,~~134~~476, respectively compared to $~~135~~145,~~961~~210 and $~~242~~387,~~467~~677 for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively. During the three and ~~six~~nine months ended ~~June~~September 30, 2011, sales of therapeutic footwear by Instride Ventures were $1215,~~974~~342 and $2136,~~544~~886, respectively, and licensing fees earned from UFood were $~~90,756~~0 and $190,590, respectively. ~~During~~The agreement with UFood expired in June 2011 and it was not renewed. Revenue during the three and ~~six~~nine months ended ~~June~~September 30, 2010, consisted of sales of therapeutic footwear by Instride Ventures ~~were~~ of $2119,~~970~~620 and $4059,~~010~~630, ~~respectively,~~ and licensing fees earned from ~~UFood~~Ufood ~~were~~and ~~$88,991~~NationsHealth ~~and~~of $~~177~~125,~~457,~~590 ~~respectively. Revenue for the three~~ and ~~six months ended June 30, 2010 also included lead income of~~ $25328,~~000 from NationsHealth as part of their contractual obligation in connection with the agreement signed on May 28~~047, ~~2010~~respectively.

COST OF GOODS SOLD For the three and ~~six~~nine months ended ~~June~~September 30, 2011 cost of goods sold were $9,~~850~~023 and $1625,~~002~~025, respectively related to purchases of the footwear sold through InStride Ventures' supply agreements. For the three and ~~six~~nine months ended ~~June~~September 30, 2010 cost of goods sold were $1311,~~881~~043 and $1930,~~139~~182, respectively related to purchases of the footwear sold through InStride Ventures' supply agreements.

15-13-

SELLING GENERAL AND ADMINISTRATIVE EXPENSES During the three and ~~six~~nine months ended ~~June~~September 30, 2011, selling general and administrative expenses primarily consisted of marketing expenses and payroll and related expenses for accounting and legal personnel, professional and consulting fees, and Directors and Officers insurance, as well as other general corporate expenses. Selling general and administrative expenses were $9086,~~052~~106 and $~~173~~259,~~712~~818, respectively for the three and ~~six~~nine months ended ~~June~~September 30, 2011 and $~~102~~86,~~488~~476 and $~~206~~293,~~678~~154 for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively. The Company's selling general and administrative expenses decreased by approximately $12,000 for the three months ended June 30, 2011 compared to the prior year as a result a decrease in payroll and related expenses due to the agreement the Company and Ventures entered into with George Foreman and GFPI on May 28, 2010, which restructured the contractual rights and obligations of the parties. The Company's selling general and administrative expenses decreased by approximately $33,000 for the ~~six~~nine months ended ~~June~~September 30, 2011 compared to the prior year as a result a decrease in payroll and related expenses due to the agreement the Company and Ventures entered into with George Foreman and GFPI on May 28, 2010, as well as a decrease in Director’s fees as Mr. Choper resigned in 2010.

OTHER INCOME(EXPENSE) Other income/(expense) for the three and ~~six~~nine months ended ~~June~~September 30, 2011 was $28(37,~~356~~497) and $55(93,~~698~~195), respectively compared to $284,~~708~~216 and $~~124~~(120,~~698~~482) for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively. Ventures ~~recognized~~recorded $~~9,122~~0 and $19,255 in realized gains on the sale of Ufood shares during the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively as it sold shares to raise cash for working capital. Interest expense was $37,500 and $75112,~~000~~500 for the three and ~~six~~nine months ended ~~June~~September 30, 2011, respectively compared to $37,~~523~~500 and $66104,~~523~~023 for the three and ~~six~~nine months ended ~~June~~September 30, 2010, respectively as the Company began accruing interest at the default interest rate of 15% Promissory Notes during March 2010. The non-default interest rate on the Notes is 8%. Interest expense on amortization on discount of the notes was $67,000 for the ~~six~~nine months ended ~~June~~September 30, 2010 and the discount was fully amortized when the notes matured in March 2010.

Liquidity and Capital Resources

The Company has a history of net losses and negative cash flows from operations, mainly due to its inability to generate significant revenues to date. These factors create an uncertainty about the Company’s ability to continue as a going concern.

Net cash used in operating activities was $~~148~~201,~~731~~129 for the ~~six~~nine months ended ~~June~~September 30, 2011. This was the result of the net loss of $33150,~~278~~562, the amortization of deferred Ufood royalties of $187,~~061~~060, angains ~~increase~~on inthe ~~prepaid~~sale ~~expenses~~of ~~and~~Ufood ~~other~~shares ~~current assets~~ of $2719,~~236~~255, and ~~gains~~an ~~recognized~~increase ~~from~~in ~~the~~prepaid ~~sale~~expenses ofand ~~Ufood~~other ~~shares~~current assets of $1913,~~255~~947, offset by an increase in accounts payable and accrued expenses of $2944,~~600~~985, a decrease in accounts receivable of $1312,~~499~~210, and an increase in interest payable of $75112,~~000~~500. Net cash ~~provided~~used byin operating activities was $441,~~243~~831 for the ~~six~~nine months ended ~~June~~September 30, 2010. This was the result of ~~amortization~~the onnet ~~discount~~loss of ~~the notes of~~ $6756,~~000~~141, anlicensing ~~increase~~fees inrecognized ~~accounts~~from ~~payable~~Ufood ~~and accrued expenses~~ of $~~180~~266,~~866~~059, agains ~~decrease~~on inUfood ~~accounts~~shares ~~receivable~~ of $1550,~~939~~454, and an increase in ~~interest~~prepaid ~~payable~~expenses and other current assets of $5313,~~500~~232, offset by the ~~net~~amortization ~~loss~~on discount of the notes of $~~108~~67,~~048~~000, ~~licensing~~an ~~fees~~increase ~~recognized~~in ~~from~~accounts ~~Ufood~~payable and accrued expenses of $169,~~755~~867, ~~gains~~a ondecrease ~~Ufood~~in ~~shares~~accounts receivable of $816,~~794~~188, and an increase in ~~prepaid~~interest ~~expenses~~payable ~~and other current assets~~ of $2691,~~465~~000.

Net cash provided by investing activities was $36,147 and $1273,~~525~~371 for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively. Ventures has sold some of its Ufood shares in order to raise cash for working capital.

Net cash provided by financing activities was $2641,~~808~~968 and $2633,~~104~~242 for the ~~six~~nine months ended ~~June~~September 30, 2011 and 2010, respectively. The Company purchases its therapeutic footwear from InStride Shoes, one of our joint venture partners in InStride Ventures LLC.

The Company expects that its primary use of cash over the short-term will be for the payment of expenses to develop sales of the therapeutic footwear of InStride Ventures LLC, possible test marketing of the LifeShake, costs associated with the operation as a public company (legal, accounting, consulting, insurance, etc.) and the repayment of its interest and debt under the Notes.

On March 7, 2008, the Company sold 8% Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $800,000. The Notes are convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of the Company’s common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The fair value of the detachable warrants was $640,000. The buyers of the Notes included two entities that are controlled by Seymour Holtzman. Mr. Holtzman was a director, chief executive officer and co-chairman of the board of directors of the Company until November 8, 2010. The buyers also included Jeremy Anderson, the chief financial officer of the Company. These notes were due on March 6, 2010 and the Company has not paid any of the outstanding principal amount of the Notes that was due and payable upon the maturity date. The Company paid interest on the March 7, 2008 Notes through February 7, 2010 but is in default under the Notes due to its failure to pay principal and interest in the aggregate amount of $805,333, which was due on March 6, 2010.14-

16On March 7, 2008, the Company sold 8% Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $800,000. The Notes are convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of the Company’s common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The fair value of the detachable warrants was $640,000. The buyers of the Notes included two entities that are controlled by a former Co-Chairman of the Board of Directors and Chief Executive Officer of the Company. The buyers also included Jeremy Anderson, the chief financial officer of the Company. These notes were due on March 6, 2010 and the Company has not paid any of the outstanding principal amount of the Notes that was due and payable upon the maturity date. The Company paid interest on the March 7, 2008 Notes through February 7, 2010 but is in default under the Notes due to its failure to pay principal and interest in the aggregate amount of $805,333, which was due on March 6, 2010.

Effective March 31, 2008, the Company sold newly issued 8% Convertible Notes in the aggregate principal amount of $200,000. The Notes are also convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Also, each unit consists of one share of the Company’s common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The fair value of the detachable warrants was $160,000. These notes were due on March 31, 2010 and the Company has not paid any of the outstanding principal amount of the Notes that was due and payable upon the maturity date. The Company paid interest on the March 31, 2008 Notes through February 28, 2010 but is in default under the Notes due to its failure to pay principal and interest in the aggregate amount of $201,333, which was due on March 31, 2010.

On December 8, 2010, the Company issued checks to all holders of the notes, in an amount equal to three (3) months of interest at the pre-default rate, which amounted to $19,500. Jeremy Anderson waived the interest payment due to him as a holder of one of the notes and thus was not paid any amount. The Company currently remains in default on both the March 7, 2008 and March 31, 2008 Notes.

At ~~June~~September 30, 2011, the Company had $8547,~~220~~982 in cash and cash equivalents compared to $170,996 at December 31, 2010. There is an uncertainty about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Off-Balance Sheet Arrangements

None.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Under the supervision and participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the design and effectiveness of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June~~September 30, 2011.

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A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the Company's ability to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Company's annual or interim financial statements that is more than inconsequential will not be prevented or detected.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On December 13, 2010, Ventures received a letter from the minority members of InStride Ventures claiming that Ventures breached its fiduciary duty to InStride Ventures by entering into an Agreement with NationsHealth on May 28, 2010 and demanding that the Company protect and the rights of InStride Ventures. InStride Ventures had previously entered into a product distribution agreement with NationsHealth on September 4, 2008 and the minority members contend that the May 28, 2010 agreement bypassed the rights of InStride Ventures LLC. No further action has been taken by the minority members of InStride Ventures. The Company believes that the claims set forth in the demand letter are without merit and will vigorously defend these claims.

We are, from time to time, involved in various legal proceedings in the ordinary course of business. We do not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on our business, results of operations or financial condition. Nevertheless, we cannot assure you that lawsuits, arbitrations or other litigation will not have a material adverse effect on our business, financial condition or results of operations. We anticipate that we will continue to be subject to litigation and arbitration proceedings in the ordinary course of business. There can be no assurance that any such future litigation will not have a material adverse effect on our business, financial condition or results of operations.

Item 1A. Risk Factors

Reference is made to the Risk Factors included in the Company’s filings with the SEC, including without limitation, its Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. (Removed)

Item 5. Other Information

None.

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Item 6. Exhibits

3.1	Form of Amended and Restated Certificate of Incorporation. (1)
3.2	Certificate of Ownership and Merger. (4)
3.3	Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of Series A Preferred Stock. (4)
4.1	Form of Common Stock Certificate. (1)
4.2	Form of Series A Preferred Stock Certificate.
10.1	The Company's Amended Stock Option Plan (1)
10.2	Stock appreciation rights agreement, dated as of December 19, 2002, between the Company and Seymour Holtzman (2)
10.3	Code of ethics (3)
10.4	Consulting agreement, dated as of June 10, 2004, between the Company and Jewelcor Management, Inc. (3)
10.5	Assignment Agreement, dated as of August 15, 2005, by and among George Foreman and George Foreman Productions, Inc., on one hand, and George Foreman Ventures LLC, on the other hand (4)
10.6	Services Agreement dated as of August 15, 2005, by and between George Foreman Productions f/s/o George Foreman and George Foreman Ventures LLC (4)
10.7	Registration Rights Agreement, dated as of August 15, 2005, by and among MM Companies, Inc., on one hand, and George Foreman and George Foreman Productions, on the other hand (4)
10.8	Investor Rights Agreement, dated as of August 15, 2005, by and among MM Companies, Inc. and George Foreman Ventures LLC, on one hand, and George Foreman and George Foreman Productions, on the other hand (4)
10.9	Amended and Restated Limited Liability Company Agreement of George Foreman Ventures LLC, dated August 15, 2005 (4)
10.10	Employment Agreement dated as of August 15, 2005, by and between George Foreman Ventures LLC and George Foreman, Jr.(4)
10.11	Employment Agreement dated as of August 15, 2005, by and between George Foreman Ventures LLC and George Foreman III (4)
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

10.1	The Company's Amended Stock Option Plan.(1)
10.2	Stock appreciation rights agreement, dated as of December 19, 2002, between the Company and Seymour Holtzman.(2)
10.3	Code of ethics.(3)
10.4	Consulting agreement, dated as of June 10, 2004, between the Company and Jewelcor Management, Inc.(3)
10.5	Assignment Agreement, dated as of August 15, 2005, by and among George Foreman and George Foreman Productions, Inc., on one hand, and George Foreman Ventures LLC, on the other hand.(4)
10.6	Services Agreement dated as of August 15, 2005, by and between George Foreman Productions f/s/o George Foreman and George Foreman Ventures LLC.(4)
10.7	Registration Rights Agreement, dated as of August 15, 2005, by and among MM Companies, Inc., on one hand, and George Foreman and George Foreman Productions, on the other hand.(4)
10.8	Investor Rights Agreement, dated as of August 15, 2005, by and among MM Companies, Inc. and George Foreman Ventures LLC, on one hand, and George Foreman and George Foreman Productions, on the other hand.(4)
10.9	Amended and Restated Limited Liability Company Agreement of George Foreman Ventures LLC, dated August 15, 2005.(4)
10.10	Employment Agreement dated as of August 15, 2005, by and between George Foreman Ventures LLC and George Foreman, Jr.(4)
10.11	Employment Agreement dated as of August 15, 2005, by and between George Foreman Ventures LLC and George Foreman III.(4)
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

(1)	Previously filed as an exhibit to the Company's registration statement on Form S-1, as amended and incorporated herein by reference.
(2)	Previously filed as an exhibit to the Company's annual report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference.
(3)	Previously filed as an exhibit to the Company's annual report on Form 10-K for the year ended December 31, 2004 and incorporated herein by reference.
(4)	Previously filed as an exhibit to the Company's Form 8-K filed on August 15, 2005 and incorporated herein by reference

19-17-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GEORGE FOREMAN ENTERPRISES, INC.
By	/s/ Chuck Gartenhaus
By:	/s/ Chuck Gartenhaus
	Chuck Gartenhaus
	Chief Executive Officer
	August 25, 2011
	November 8, 2011

GEORGE FOREMAN ENTERPRISES, INC.
By	/s/ Jeremy Anderson
By:	/s/ Jeremy Anderson
	Jeremy Anderson
	Chief Financial Officer
	August 25, 2011
	November 8, 2011

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