**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D. C. 20549

**FORM 10-Q/A**

(X) **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES**

**EXCHANGE ACT OF 1934**

For the third quarter ended September 30, 2010

( ) **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:  000-52890 
***UPLIFT NUTRITION, INC.***

* (Exact name of small business issuer as specified in its charter)*

 

 

 

Nevada

 

20-4669109

(State or other jurisdiction of incorporation or organization

 

(I.R.S. Employer Identification No.)

 

 

 

252 West Cottage Avenue

Sandy, Utah

 

84070

(Address of principal executive offices)

 

(Zip Code)

*801-721-4410*

(Registrant’s telephone number, including area code)

Check whether the issuer (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 [X] No [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]      Accelerated filer [  ]       Non-accelerated filer [  ]    Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   

Yes [  ] No [X ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes [   ]   No  [   ] 

The number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: 
Class

 

Outstanding as of January 25, 2011

Common Capital Voting Stock, $0.001 par value per share

 

45,451,944 shares*

*

This number has increased significantly because in late December 2010, our principal creditor, Uplift Holdings, LLC., converted approximately $350,000 worth of convertible debt into approximately 17,500,000 shares of common stock.

**Reasons for Filing this Amended 10-Q/A**

On December 14, 2010, we received a letter from the Commission advising us that we had deficiencies in our disclosure in Item 4(T), Part I, of our November 2, 2010, Form 10-Q and also in our Exhibit 31 to the same document, namely, the language in Mr. Gary Lewis’s Section 302 Sarbanes-Oxley certification.  We have corrected those deficiencies in this Amended Form 10-Q/A.

**FORWARD LOOKING STATEMENTS**

Certain statements contained in this Report filed by Uplift Nutrition, Inc. ("Uplift," "Company," "us," or "we") constitute statements identified by words such as "will," "may," "expect," "believe," "anticipate," "intend," "could," "should," "estimate," "plan," and similar words or expressions, relate to or involve the current views of management with respect to future expectations, objectives and events and are subject to substantial risks, uncertainties and other factors beyond our control, all of which may cause actual results to be materially different from any such forward-looking statements. Such risks and uncertainties include those set forth in this document and others made by us in the future. Any forward- looking statements in this document and any subsequent document must be evaluated in light of these and other important risk factors. We do not intend to update any forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. 

**PART 1 - FINANCIAL INFORMATION
**Item 1. Financial Statements.    
**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**FINANCIAL STATEMENTS**

**(UNAUDITED)**

**CONTENTS**

**PAGE**

Balance Sheets

4

Statements of Operations

5

Statements of Cash Flows

6

Notes to Unaudited Financial Statements

     7

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**CONDENSED BALANCE SHEETS**

 

 

September 30, 

 

 December 31, 

 

 

 2010

 

 2009

**ASSETS**

 

(Unaudited)

 

 

**Current Assets**

 

 

 

 

      Cash and cash equivalents

$

1,094

$

6,475

Accounts receivables, net

 

572

 

572

Inventory

 

58,850

 

65,131

           **Total Current Assets**

 

60,516

 

72,178

 

 

 

 

 

**Property and Equipment, net**

 

1,548

 

2,376

 

 

 

 

 

**Other Assets**

 

 

 

 

     Intangible assets, net

 

12,979

 

22,862

          Total Other Assets

 

12,979

 

22,862

**          Total Assets**

$

75,043

$

97,416

 

 

 

 

 

**LIABILITIES AND STOCKHOLDER’ DEFICIT**

 

 

 

 

**Current Liabilities**

 

 

 

 

     Accounts payable 

$

22,380

$

35,390

     Accrued interest payable - related party

 

99,180

 

63,837

     Deferred revenue

 

15,325

 

15,325

     Stockholder advances

 

486,862

 

584,362

**          Total Current Liabilities**

 

623,747

 

698,914

 

 

 

 

 

**          Total Liabilities**

 

623,747

 

698,914

 

 

 

 

 

**Stockholders' Deficit**

 

 

 

 

   Common stock; $0.001 par value, 100,000,000 shares authorized 27,951,944 and 24,766,944 shares issued and outstanding, respectively

 

 27,952

 

 24,767

Additional paid-in capital

 

721,033

 

564,054

 Deficit accumulated during development stage

 

(1,297,689)

 

 (1,190,319)

**         Total Stockholders' Deficit**

 

   (548,704)

 

 (601,498)

 

 

 

 

 

**Total Liabilities and Stockholders’ Deficit**

$

75,043

$

97,416

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

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**CONDENSED STATEMENTS OF OPERATIONS**

**(UNAUDITED)**

 

 

Three months ended 

September 30,

 

Nine months ended

September 30,

 

From Inception on March 7, 2005  Through September 30,

 

 

2010

 

2009

 

2010

 

2009

 

2010

**Net Revenues**

$

160

$

199

$

335

$

1,419

$

12,680

** Operating expenses**

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

74

 

2,538

 

156

 

3,646

 

25,590

Marketing

 

1,134

 

51,557

 

10,062

 

83,896

 

203,517

Consulting and professional fees

 

10,491

 

16,331

 

37,056

 

65,155

 

461,403

Other general and administrative

 

6,053

 

9,976

 

23,414

 

33,684

 

287,146

Salaries and wages

 

-

 

-

 

-

 

-

 

215,250

Provision for non-collectible receivables

 

-

 

-

 

-

 

-

 

12,480

**Total Operating Expenses**

 

17,752

 

80,402

 

70,688

 

186,381

 

1,205,436

**Loss from Operations**

 

(17,592)

 

(80,203)

 

(70,353)

 

(184,962)

 

(1,192,756)

** Other Income (Expenses)**

 

 

 

 

 

 

 

 

 

 

Loss on disposal of assets

 

-

 

-

 

-

 

-

 

(1,764)

Interest expense – related party

 

(12,749)

 

(10,118)

 

(37,017)

 

(26,979)

 

(103,169)

**          Total Other Income (Expenses)**

 

(12,749)

 

       (10,118)

 

(37,017)

 

(26,979)

 

(104,933)

**Loss Before Income Taxes**

 

(30,341)

 

(90,321)

 

(107,370)

 

(211,941)

 

(1,297,689)

**Income Tax Expense**

 

-

 

-

 

-

 

- 

 

-

** NET LOSS**

$

(30,341)

$

(90,321)

$

(107,370)

$

(211,941)

$

(1,297,689)

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted:

 

 

 

 

 

 

 

 

 

 

     Net loss per common share

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.01)

 

 

     Weighted-average shares outstanding

 

24,801,564

 

     

24,216,994

 

24,778,611

 

    

24,216,994

 

 

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

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**CONDENSED  STATEMENTS OF CASH FLOWS**

**(UNAUDITED)**

 

 

For the Nine Months

Ended September 30,

 

 From Inception March 7, 2005 Through September30,

 

 

2010

 

2009

 

2010

**Cash flows from operating activities**

 

 

 

 

 

 

 

 

**Net loss**

$

 (107,370)

$

 (211,941)

$

 (1,297,689)

Adjustments to reconcile net loss to

net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 10,711

 

 3,834

 

 15,801

Stock issued for services

 

 -

 

 -

 

 545,750

Provision for accounts receivable

 

 -

 

 -

 

 12,480

Loss on disposal of website

 

 -

 

 -

 

 1,764

Changes in operating assets and liabilities:

 

 

 

 

 

 

Inventory

 

 6,281

 

 (12,897)

 

 (58,850)

Prepaid expenses

 

 -

 

 4

 

 -

Accounts receivable

 

 -

 

 (562)

 

 (13,052)

Deferred revenue

 

 -

 

 (6,477)

 

 15,325

Accounts payable

 

 (13,010)

 

 43,697

 

 22,010

Accrued interest- related party

 

 37,007

 

 26,972

 

 100,844

**Net cash used in operating activities**

 

 (66,381)

 

 (157,370)

 

 (655,617)

 

 

 

 

 

 

 

**      Cash flows from investing activities**  

 

 

 

 

 

 

Purchases of fixed assets

 

 -

 

 (3,296)

 

 (3,296)

Payments for website development

 

 -

 

 (22,754)

 

 (23,061)

Payments for indefinite-life intangible assets

 

 -

 

 (1,700)

 

 (5,735)

**Net cash used in investing activities**

 

 -

 

 (27,750)

 

 (32,092)

**Cash flows from financing activities**

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 -

 

 -

 

 1,000

Shareholder contributions

 

 -

 

 -

 

 42,441

Net advances from shareholders

 

 61,000

 

 180,937

 

 645,362

**Net cash provided by financing activities**

 

 61,000

 

 180,937

 

 688,803

**Net Increase (Decrease) in cash and cash equivalents**

$

 (5,381)

$

 (4,183)

$

 1,094

**Cash and Cash equivalents, beginning of period**

 

 6,475

 

 4,183

 

 -

**Cash and cash equivalents, end of period**

$

 1,094

$

 -

$

 1,094

Supplemental cash flow information

 

 

 

 

 

 

Cash payments for:

 

 

 

 

 

 

Interest

$

 - 

$

 - 

$

 - 

Income taxes

$

 - 

$

 - 

$

 - 

Non-cash financing activity:

 

 

 

 

 

 

Stock issued for conversion of debt

$

 160,164 

$

 - 

$

 160,164 

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

**UPLIFT NUTRITION, INC.**

[A Development Stage Company]

Notes to the Condensed Financial Statements

September 30, 2010

NOTE 1 -BASIS OF FINANCIAL STATEMENT PRESENTATION 

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K/A filed on August 3, 2010.  Operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010.

NOTE 2 -GOING CONCERN CONSIDERATIONS

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has sustained losses of $1,297,689 from May 7, 2005 (inception) through September 30, 2010.  Current liabilities exceeded current assets by $563,231 at September 30, 2010.  The Company has recognized minimal revenue during its developmental stage (from May 7, 2005 (inception) through September 30, 2010), which raises substantial doubt about the Company’s ability to continue as a going concern. 

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying consolidated balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its current obligations on a continuing basis, to obtain financing, to acquire additional capital from investors, and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.  The Company needs to obtain capital, either long-term debt or equity to continue the implementation of its overall business plan.  The Company plans on pursuing the additional capital necessary to continue its overall business plan. 

NOTE 3-      RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2010, a related party loaned the Company $61,000.  This addition to the existing principal balance the loan has an annual interest rate of eight percent (8.00%) and is due on demand.  Total principal amounts due to this related party as of the period ended September 30, 2010 was $486,862 with accrued interest of $99,180.

NOTE 5-      STOCK ISSUANCES 

During the nine months ended September 30, 2010, the Company converted $160,164 in stockholders advances and interest into 3,185,000 shares of common stock.  The stock was valued at $0.05 per share. 

NOTE 6-      SUBSEQUENT EVENTS

The Company has evaluated subsequent events for the period of September 30, 2010 through the date the financial statements were issued, and concluded there were no other events or transactions occurring during this period that required recognition or disclosure in its condensed financial statements.  

**Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.**

We are a start-up, internet-based eCommerce company that offers and sells a new natural energy and health drink called *Active UpLift®* in two different flavors and an energy spray called *All-Day Energy Spray®*.  We have other products that we have also developed but to date, we have lacked the advertising capital to introduce them to the public and market them in a significant way. 

In addition to offering our products for sale on-line, we continue to do what is necessary to get our principal 2 products carried in retail grocery and health food stores around the country.  This is exceptionally difficult since we currently lack the advertising capital necessary to maintain any such presence.  While we have made substantial progress in this regard over the last two years, our ability to stay in a retail store without a significant and continued advertising budget is limited.  As a result of our past retail store placement successes, we are uncertain at the present time about the extent to which we will rely on the Internet for the majority of our business.  Our four (4) websites, namely, www.upliftnutrition.com, www.upliftenergy.com, www.alldayenergyspray.com, and www.EpiGaia.com, each offer and sell both *Active UpLift®* and *All-Day Energy Spray®*.

The first product we developed for commercial sale, *Active UpLift®* , was only suitable for offer and sale in interstate commerce, and on a retail basis, as recently as four  years ago.  At the same time, our other product, *All Day Energy Spray®,* was only recently developed for offer and sale within the last 20 months.  Because these products have so recently come to market, we have not yet been able to generate significant revenue.  

 

During the quarter, we did not ship any cases of *Active UpLift®* to re-stock supplies in any Albertsons, Ralphs stores in Southern California, or local Harmon’s grocery stores. As of the date of this document, we also did not ship any additional cases of *Active UpLift®* to the Albertsons distribution center in Oklahoma for the purpose of re-stocking Albertsons grocery stores throughout Colorado and Arizona.  What product is not sold out of the cases we have shipped can be returned to us by the retailer and the retailer’s account with us is credited accordingly.   During the quarter, we did not ship any more *Active UpLift®* product to any Albertsons stores in Florida, Texas, Arizona or Colorado, nor did we ship any more cases to Ralphs or Harmon’s grocery store chains.  In fact, for want of advertising capital, most of these stores are reluctant to continue to carry any of our product.  At this time, we are unable to determine the volume of *Active UpLift®* inventory remaining in their stores or warehouse to estimate total returns.  The reason we have been dropped from some out-of-state grocery store chains is the result of our  lack the financial resources and our overall inability to support the necessary promotion that these stores require, not to mention the manpower necessary to keep up with various in-store marketing demands.

Aside from *Active UpLift®,* our principal intention, at this point, is to try and do what is necessary to get our second product, *All-Day Energy Spray®* carried in retail convenience and grocery stores around the country.  We say this because we believe there is a substantially better market for *All-Day Energy Spray®* as opposed to *Active UpLift®*. This is because there is more competition with a product like *Active UpLift®.*On the other hand, a product like *All-Day Energy Spray®*does not have substantial competition. 

Because our more recent retail marketing efforts of *All-Day Energy Spray®* have not been as successful as we would have hoped, even in light of current economic conditions, we have tried to become more aggressive in internet marketing for both *Active UpLift®* and *All Day Energy Spray®*. During our third quarter ended September 30, 2010, we generated or realized nominal revenue net of discounts and coupons from sales of *Active UpLift®* and *All-Day Energy Spray®.*This lack of internet sales was due, in large part, to our lack of internet advertising. 

Assuming that advertising capital becomes available for such purpose, we hope to follow our current marketing strategy with an aggressive national marketing and advertising campaign for *All-Day Energy Spray®*.  What we anticipate budgeting for this type of expense is set forth in our budget for 2010 contained in our last Annual Report on Form 10-K filed on Edgar.  Reference is thus made to that document.  These promotional activities include not only advertising dollars but contribution of product samples, give-a ways, promotional and retail store cooperative advertising. Our total promotions and marketing expenses were $10,062 for the nine months ended September 30, 2010 compared to $83,896 for the nine months ended September 30, 2009.

Cost of goods sold were minimal as a result of low sales and amounted to $156 and $3,646 for the nine months ended September 30, 2010, and 2009, respectively.

Consulting and professional fees were $37,056 and $65,155 for the nine months ended September 30, 2010 and 2009, respectively.  

General and administrative expenses were $23,414 and $33,684 for the nine months ended September 30, 2010 and 2009, respectively.  

**Selected Financial Data.**

Because we have not been operating long enough to generate significant sales at the present time, selected financial data would not be particularly meaningful.  Reference is made to Part I above and our audited financial statements included in Part F/S of our 2009 Annual Report on Form 10-K recently filed on Edgar.  Reference is also made to the section immediately below titled “Liquidity and Capital Requirements.”  We are still a development stage company and due to current economic conditions, we have decided, for the time being, to curtail concentrating on retail sales of *Active UpLift®*, and further, given that our newest product, *All Day Energy Spray®* has only recently been made available for retail sale, we have only generated or realized nominal revenues from our operations through the end of our third quarter of 2010.  Our lack of substantial revenue and sales is currently a result of not yet having established normalized operations that would generate significant revenue or establish a pattern of expenditures that correlate with revenue.

Since our emergence 5  years ago from several years of dormancy, we have incurred significant accounting costs and other expenses and fees in connection with reactivating ourselves, acquiring Nu Mineral Health, a Wyoming limited liability company, the preparation and filing of our Form 10-SB registration statement in 2007, the recent preparation and filing of our Annual Report on Form 10-K, and otherwise continuing to be current in our reporting obligations with the U.S. Securities and Exchange Commission (“Commission”). Funding of these and other expenses is from working capital provided by our majority stockholder, namely, Uplift Holdings, LLC, an entity which, because of its controlling ownership interest in us, has an obvious vested interest in seeing us successfully market our current and new products.  

 

**Liquidity and Capital Requirements.**

During the nine months ended September 30, 2010, our current assets decreased by approximately $11,700 to approximately $60,500, primarily due to a decrease in cash of approximately $5,400 and a decrease in inventory of approximately $6,300.  During the same time frame, total assets decreased approximately $22,400 from approximately $97,400 to approximately $75,000, primarily from the decrease in intangible assets due to amortization.  

During the nine months ended September 30, 2010, current liabilities decreased from approximately $698,900 to approximately $623,700, an approximate $75,200 decrease.  There are several factors that contributed to this net decrease in current liabilities during the nine month period.  These include but are not limited to an decrease of approximately $97,500 in advances from shareholders, an increase of approximately $35,300 in accrued interest payable to related parties, and a decrease in accounts payable of approximately $13,000.  In September of 2010, the Company converted approximately $160,000 in advances from shareholders and accrued interest into 3,185,000 shares of common stock.  

Deferred revenue remained unchanged since December 31, 2009. Deferred revenues represent our products in retail locations for which we have been paid but the right of return has not yet lapsed and for which we are unable to estimate our rate of return in order to record the revenue.

Our sales during the first nine months of 2010 decreased by approximately $1,100 as compared to the first nine months of 2009.  Our cost of sales during the first nine months of 2010 decreased by approximately $3,500 as compared to the same period last year.   For the nine months ended September 30, 2010, our total operating expenses decreased by approximately $116,000 or approximately 62% as compared to the nine months ended September 30, 2009.  

As of September 30, 2010, our cash balance in our checking account was $1,094.  What we have in our checking or bank account at any given time is insignificant inasmuch as our working capital is provided by our majority shareholder.   

The continuation of our current plan of operation will depend on our ability to raise substantial additional capital, of which there can be no assurance.   During the nine months ended September 30, 2010, our majority shareholder, Uplift Holdings, loaned or advanced us an additional $61,000. Though we are accruing 8% interest per annum on the amounts provided by our majority shareholder, these advances do not require interest payments at the present time and, unless or until we become profitable, we do not believe it likely that our agreement with our majority shareholder, Uplift Holdings, would be modified to require such. Uplift Holdings’ loans are considered or designated by us as "advances," inasmuch as they do not require that we pay interest payments unless demand is made to do so.  While we accrue interest on the on-going balance, we currently have no way of paying any interest payments to Uplift Holdings.  As of September 30, 2010, we have accrued approximately $99,200 in interest due and owing stockholders. In the event we modify our oral agreement in the future with Uplift Holdings so that we are required to pay interest, we do not believe it would have any material impact on us or our liquidity because both we 

and Uplift Holdings would not agree to such a modification unless we were profitable and could afford to make such interest payments.  Though we have nothing definitive in writing with our majority shareholder other than a convertible promissory note covering moneys it has advanced us and may continue to advance us, we have considered Uplift Holdings’ obligation to advance us the money necessary to be “current” in our Edgar filings a legal obligation of it upon which both we and investors have been able to rely.  We do not believe, however, that this commitment on the part of Uplift Holdings is open-ended.  As of September 30, 2010, stockholder advances and accrued interest totaled approximately $586,000. 

We hope to be able to satisfy our cash requirements for at least the next 12 months in that our majority shareholder has committed itself to advancing what funds are necessary for us to satisfy all of our cash requirements and otherwise keep us current in our 1934 Exchange Act reporting obligations for at least the ensuing 12 months. Our majority shareholder lacks the capital and resources to fund an advertising campaign, particularly given that we have come to realize how expensive such an endeavor really is.  

We believe that a year period is consistent with the disclosure in our PLAN OF OPERATION described below in that we believe that within 1 year, we should be able to successfully carry out our business plan if we can find sufficient advertising capital on acceptable terms. If a determination is made by management that we will NOT be successful and that our business plan is or will be a failure for reasons which we can only imagine—something that has not yet occurred— our majority shareholder will likely elect not to advance us any more funds.  See the section titled "PLAN OF OPERATION" below. Having said this, we are unable to guarantee that by the end of the fiscal year, and assuming that our business plan is NOT by then successful, that our majority shareholder will continue to advance us sufficient money to allow us to continue in our reporting obligations. We do not mean to imply, however, that our majority shareholder will NOT continue to advance us funds beyond the end of the year, particularly if it appears that we will indeed be able to successfully carry out our business plan if we continue beyond this year. If our majority shareholder does not desire to loan or advance us sufficient funds for us to continue for the simple reason that the prospects of our business plan look bleak, we may be required to look at other business opportunities, the form of which we cannot predict at this time, as to do so would be highly speculative on our part.  It is possible, however, that we would consider a private placement of our shares, the form of which we also cannot predict or determine at this time.

**Current Status.**

During the quarter, we did not market *All Day Energy Spray®* in any retail convenience stores.  However, during the quarter, a door-to-door marketing group did obtain display racks of product from us to be consigned in local convenience stores.  Other than these efforts, we are primarily marketing the product on-line through our various websites.   *All Day Energy Spray®* is an energy spray product on which we completed development during the third quarter of our last fiscal year.  

*Active UpLift®,* our health and energy drink, comes in a powder that is mixed with water.  Other than our marketing this product on-line, this product is currently only featured in some Harmon’s grocery stores in Utah and some Ralph’s grocery stores in Southern California.  This product comes in two flavors, *Active UpLift®* – Raspberry Lemonade and *Active UpLift®* – Apple Cinnamon

**PLAN OF OPERATION.**

Our principal business plan is to promote, market and sell our new energy spray, *All Day Energy Spray®* and our powdered natural energy and health drink, *Active UpLift®* , through traditional retail distributors, who, in turn, will supply our product to retail health and food stores. We feel that our best markets will be large food store chains and specialty health food outlets.  Unfortunately, as stated elsewhere herein, we have lacked and currently lack the necessary advertising capital to spend in such stores and this fact hinders our overall ability to not only “get into” such stores but to thereafter maintain a presence.  The viability of retail stores for our products, however, has proven correct so far in that we now have relationships with at least 3 large retailers and their distributors.

Our principal business plan, which had been to promote market and sell our unique powdered natural energy and health drink, *Active UpLift®*, through traditional retail distributors, has changed. Because of the success of the 10 store market test of our newly developed *All Day Energy Spray®* and the large number of retail distribution inquiries we have received, we have decided to focus our marketing efforts and finances on the distribution and sale of *All Day Energy Spray®*.  The best markets for our spray product are on-line and in retail convenience stores which utilize point of sale marketing.  Unfortunately, with the current recession, we have not been able to generate significant sales of our first product, *Active UpLift®* and one large retail grocery store chain has sent product back to us.  Because we have come to the realization that our principal product, *Active Uplift®* , has substantial industry competition, we have decided to focus our marketing energy and resources on *All Day Energy Spray®*. This product does not face the direct competition in the marketplace that an energy drink does.

We began marketing *All Day Energy Spray®* during the middle of last year’s third quarter and have had encouraging responses from retail users about how good it tastes and how effective the energy boost it gives actually is. 
Although it would have taken a long time for *Active UpLift®* to actually catch on and begin selling and would have further required spending substantial sums of money on advertising—money we don’t have at the present time—we are hopeful that it won’t take nearly as long nor will it require as much to be spent on advertising for *All-Day-Energy Spray®* to "catch on" and generate meaningful sales.  This remains to be seen, however.  As stated above, we believe this because *All-Day-Energy Spray®* has relatively little competition compared to *Active UpLift®* and the overall energy drink market.

As a result of winding down our marketing efforts with respect to *Active UpLift®*, we had, and will have, less than anticipated sales and gross revenue during this 2010 year. This is because we have, to a large degree, been overly side-tracked on developing product and have otherwise been devoting more time and energy to the completion of *EpiGaia**TM ,* a third product.  These efforts to complete this new product, and, at the same time, obtain the necessary intellectual property protections, significantly detracted from our ability to concentrate on increasing sales of *All Day Energy Spray®*. Because *All Day Energy Spray®.* is a new product, however, we have no any way of knowing or predicting what sales might be.  As of the date of this report, we are primarily marketing *All-Day-Energy Spray®* on-line through our websites.  

Our principal goal during 2010 is to raise capital in some fashion in order to embark on a serious advertising campaign in conjunction with a large retail chain store, many of whom we have contacted and communicated with for this purpose. As disclosed above, we are continuing to investigate the possibility of further “securitizing” our debt (i.e., accounts payable) and then allowing the debtor to exchange the debt securities for common stock.  This would not only reduce our debt but if our majority shareholder was cashed out of much of its debt, we believe it might be willing to continue to advance us additional funds for this and other purposes.

**Our Websites.**

During our fourth quarter of last year, we redesigned our UpLift website and added three other website addresses for the convenience of our eCommerce customers.  Along with our principal web addresses www.upliftnutrition.com and www.upliftenergy.com, we have created www.alldayenergyspray.com and www.EpiGaia.com, as additional platforms from which to promote these two new products.   That is to say, we have created new websites specifically designed to market our *EpiGaia**TM* and *All Day Energy Spray®* products, websites that have only recently been launched.  As of now, we offer both *Active UpLift®* and *All Day Energy Spray®* directly on our websites and eventually plan to offer *EpiGaia**TM* on all of them as well.  We have spent an enormous amount of time and energy on these websites and encourage any investor or interested person to visit them. ** **

**Inventory.**

As of September 30, 2010, inventory consisted of $36,606 in raw materials, which includes our newly redesigned 14-pack display boxes, $11,009 in finished goods, and $11,235 in consigned inventory. Consigned inventory represents cost of product shipped to customers, for which we cannot recognize revenue until the right of return expires or we are able to reasonably estimate returns based on historical experience.  

As of the date of this document, we have in inventory, 510 boxes (each box contains 14 packets ) of our “new” *Active UpLift®* apple-cinnamon cold or hot flavor drink, and 300 boxes of the original *Active UpLift®* raspberry-lemonade flavored drink .

As of the end of our quarter, we had, on hand, bottles of *All Day Energy Spray®* as follows: 1,224 Citrus flavored bottles, 2,004 Grape flavored bottles, 1,668 Mint flavored bottles, and 2,292 Cinnamon flavored bottles. On September 30, 2010, we had 1 kilo of *EpiGaia**TM* in our inventory.  

The entire finished goods inventory and majority of our product box inventory, including raw materials, is currently held in our warehouse located at 252 West Cottage Avenue, Sandy, Utah.  Any bulk product and other packaging raw material are usually held by Rocky Mountain Co Pack, our third party packager, which packages product at such time as we receive additional orders.

**We are NOT Dependent on One Supplier for Our Potential Success.**

In addition to obtaining most of our ingredients for *Active UpLift®* through our current manufacturer, Harmony 

Concepts located in Weber County, Utah, which, by the way has excellent manufacturer relationships and thus, the purchasing power to get us the best possible prices, we have identified at least three other manufacturers/packagers capable of buying, producing and mixing that  product.  Our *Active UpLift®* product is packaged and placed in boxes for us by Rocky Mountain Co Pack.  

Up until the end of 2009, our *All-Day-Energy Spra*y*®* product was mixed and packaged by DaiShin Packaging in Springville, Utah. During the first quarter of 2010, we contracted with Mtn. View Packaging, a new mixing and packaging company that we wanted to re-formulate and re-package *All Day Energy Spray®*. We were very satisfied and would use them again, if necessary.

Our *EpiGaia**TM* health drink product, a product that is currently not for sale to the public, has been mixed and packaged by Harmony Concepts.

Significantly, we do not believe that we are reliant on one vendor for our success. For example, we have discovered other, new bulk food packagers in the Salt Lake City area.  One of these other new suppliers that we could contract with is Wasatch Product Development, a company capable of mixing and packaging the products mentioned above. All of these companies have been in business for many years and appear to have excellent reputations in mixing and packaging circles.  Our manufacturer/packagers sign a non-disclosure, non-compete agreement with us and thus, we are assured that they will not disclose our formula to anyone else.  We also feel comfortable in this regard in that these companies’ continued success is dependent on their ability to keep their customers’ formulas secret.  

**Our Business Plan over the Remainder of the Year.**

As a result of the recession and people tightening their belts and not spending as much money, we have had a difficult time generating sales for *Active UpLift®*.  As a result, and as stated above, we have decided to concentrate our advertising and marketing efforts on *All Day Energy Spray®*. To accomplish this, we have completely updated and expanded our existing websites, and even added three more to our marketing strategy, making a total of four websites available for advertising, marketing and sales. Though these websites, we have been offering and will continue to offer our *Active Uplift®* product on a “try it free” promotional effort to anyone who wants the product. Any order placed through this program from the internet will receive a 14 pack “combo” box of *Active Uplift®* containing 7 packets of Raspberry Lemonade flavor and 7 packets of Apple Cinnamon for free. All the person needs to do is pay for the shipping charges. ** **

Because we had begun tapering off our efforts to promote *Active UpLift®* during the latter half of 2009, and because of our desire to concentrate our marketing efforts on our newest product, *All Day Energy Spray®*, we signed a marketing agreement with Impact Food Sales during the third quarter of 2009 to aggressively market *All Day Energy Spray®* to convenience and quick stop stores, fitness centers and retail grocery stores throughout the State of Utah and eventually the entire United States.  Unfortunately, Impact Food Sales was unable to help us and that agreement has now expired.

We have also been in discussions with large distribution groups outside of the United States to contract with them to distribute *All Day Energy Spray®* outside of the U.S.  During the remainder of the fiscal year, we will actively pursue enhancing sales of *All Day Energy Spray®*. As stated above, sales of *Active UpLift®* have NOT been promising during these tougher economic times but we will continue to offer it for sale and, once the economy turns around, we will consider re-starting a new marketing campaign in regard to it, assuming that advertising and promotional funds are available for such purpose.  Currently, we do not have funds for those purposes, particularly considering that there is an enormous amount of competition in the energy drink consumption market.

Our more urgent plan over the next 12 months is to do what is necessary to raise advertising capital.  Only then will we be able to get into a large retail chain store on a long-term basis. No assurance can be made that we will be successful in this regard.

**Our Current Marketing/Advertising Strategy.**

As disclosed above, we have changed directions during the last six months and have decided to concentrate our marketing efforts on *All Day Energy Spray®* instead of *Active Uplift®* or *EpiGaia**TM*. In this regard, we are concentrating our new marketing efforts in several areas.  First, we are concentrating on website advertising and marketing through several new websites and otherwise keeping all of our websites updated and fully functional. Through these efforts, we have now started a marketing effort on various popular and more significant search engines.  

In order for our Internet/eCommerce business to succeed, we additionally plan, among those things mentioned 

above, and on an on-going basis, to:

-- make significant investments in our Internet/eCommerce business, including upgrading our website as it becomes necessary

-- get other food and nutrition websites to link to ours

-- significantly increase online traffic and sales volume in every way we can

-- attract and retain a loyal base of frequent visitors to our website who will give us feedback about our product

-- expand the products and services offered on our various websites

-- respond to competitive developments and maintain our distinct brand identity

-- form and maintain relationships with strategic partners, particularly retail food stores and outlets

-- provide quality customer service

-- continue to develop and upgrade our services and technologies

**Our Immediate Ability to Be Placed in Retail Stores.**

Because we already feature our 2 principal products in a colored retail box with a bar code (see our website, www.upliftnutrition.com, which carries pictures of our box), we are one step ahead of the overall retail process.  In other words, we are already set up to be carried, right now, in large retail chain stores.  We believe this is a significant milestone or accomplishment that we have already achieved in that many companies sell their products on the Internet without having a colored retail box and bar code for retail purposes.  Without this asset, one’s product isn’t capable of being carried in a retail store.  
**We Intend to Pursue Additional Marketing Ideas and Avenues on an On-Going Basis .**

Marketing ideas that have not as yet been implemented by us but which we intend to seriously consider and which are designed to additionally promote us and our website:

(1) through reciprocal links with other websites;

(2) through advertising on other health and nutrition websites;

(3) through ads placed in various health and nutrition food magazines such as Healing Lifestyles & Spas, Shape, Prevention, and Woman’s Day;

(4) through the attendance at health and nutrition tradeshows and expos across the country;

(5) through contacting and then supplying retail food stores across the country, including health food stores, with our product, either on consignment basis or, on a high volume discounted basis for which they will pay us in advance; and

(6)  through the giving of product demonstrations in store locations and shopping malls.

**Employees, Experts, Consultants and Advisors.**

Currently, we have no employees. Employees are not necessary at this stage of our development. Our officers and directors are performing daily duties as needed. We only intend to hire employees if and when the need develops. Currently, there is no such need.

Our directors and officers do not receive any remuneration for their services nor are they accruing earned compensation. We might however, approve the issuance of stock from time to time as a bonus for work that has been performed. 

In implementing our business plan, we are holding expenses to a minimum and we plan to obtain expert and other 

services on a contingency basis if and when needed. Until now when we need advertising capital, we have not had a particular or specific need for any outside experts, advisors or consultants. If we engage outside advisors or consultants for any particular purpose, we will have to make a determination as to how such persons will be compensated. Other than a consulting agreement we entered into with Mirador Consulting Group in Boca Raton, Florida, as disclosed in earlier Edgar filings, we have NOT made any arrangements or definitive agreements as yet to use outside experts, advisors or consultants for any reason. This is because, so far, we have not needed to. We do have a website technician whom we have hired to, among other things, enhance our html source or description codes, namely, Keywords, on our website so that information is more easily susceptible to Yahoo! and Google's search "crawler" or “spider.”

We do NOT intend to use or hire any employees or other consultants, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they are needed and can be obtained for minimal cost or on a deferred payment basis. Other than our website maintenance technician that we shall continue to use to update or revise our websites as it becomes necessary, we are not currently aware of any situation in which we would need an outside advisor or consultant.

**Express Obligation of Our Principal Shareholder to Finance Us and Our Business Plan Over at least the 12 Months.  **

As has been previously reported in our Edgar filings, our principal shareholder, Uplift Holdings, intends to provide us with sufficient funding, throughout this fiscal year, to keep us current in our SEC reporting obligations.  This does NOT include advancing us the funds necessary to embark on a national advertising campaign.  The only caveat with regard to this commitment is if it is determined by us and our majority shareholder that our business plan will NOT work and cannot succeed.  If that occurs, and we can make no prediction about whether it will occur or not, our majority shareholder will likely elect to cease funding us. We have NOT entered into any formal, written agreement with Uplift Holdings that contractually binds or obligates it, in writing, to fund us for the next year, though we consider this commitment on its part to be a legal obligation upon which we and our shareholders have heretofore been able to rely. Having said this, we will nonetheless be required to continue to evaluate our business plan. At the expiration of this fiscal year, or earlier, and assuming that we have not been able to obtain the needed capital to expend on advertising, management will have to re-evaluate our overall plans, intentions and strategies and, in particular, Uplift Holdings will then have to evaluate whether, and to what extent, it wants to continue to fund our continued existence as a fully reporting company.   

**Item 3.  Quantitative and Qualitative Disclosures about Market Risk.
This item is not applicable to smaller reporting companies. 
**Item 4.  Controls and Procedures.
**Management's Quarterly Report on Internal Control Over Financial Reporting.**

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in *Internal Control-Integrated Framework* . Our management has concluded that, as of September 30, 2010, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this report.

**Inherent Limitations on Effectiveness of Controls.**

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, 

segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis; however, these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

**Management’s Report on Disclosure Controls and Procedures**

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the *Securities Exchange Act of 1934*, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure. 

As of September 30, 2010, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. 

**Changes in Internal Control over Financial Reporting.**

In response to management’s assessment as of September 30, 2010 and also due to material weaknesses found in the Company’s annual report, the Company and management have implemented the following changes to internal control over financial reporting and believe that these additional controls will mitigate future breakdowns in internal control. Last year, we contracted with an outside accountant to take over some of the financial record keeping duties previously performed by our president.  This individual has been performing bookkeeping services and has past experience with manufacturing companies. The Company has also implemented more post-closing procedures and reconciliation to meet compliance requirements. The Company believes that this individual and these additional procedures will help to better address and mitigate those deficiencies noted in the Company’s prior reports. 

**PART II - OTHER INFORMATION
**Item 1. Legal Proceedings.**

None. 

**Item 1A. Risk Factors.
This item is not applicable to smaller reporting companies. 
**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Well over six months ago and in some cases over a year ago, our principal stockholder and creditor, Uplift Holdings, sold and assigned $150,000 of its convertible promissory note, plus accrued interest, to 3 separate investors in exchange for $150,000 in cash.  These investors thereby acquired their own separate convertible notes.  On September 28, 2010, these 3 investors exercised their right of conversion and converted the debt owed to them into common capital stock at 5 cents per share, all as permitted under Rule 144(d)(3)(ii) of the General Rules and Regulations of the Commission.  In doing so, our board of directors approved a resolution authorizing this conversion at the 5 cent per share conversion price.  This has resulted in the issuance of a total of 3 million common capital shares to such persons on such date and the elimination of $150,000 worth of debt on our balance sheet.  See Notes in Item 1 above.  This explains why there are 3 million more shares issued and outstanding as of this quarter end than were issued and outstanding at the end of the previous quarter. 

At the end of the quarter, the Company converted $9,273 of debt owed to its president, Gary Lewis, to 185,000 “restricted” shares of common capital stock.  This conversion was done at a price of approximately 5 cents per share. This has added 185,000 shares to our total number of issued and outstanding shares and eliminated $9,273 worth of debt, plus accrued interest, from the notes payable item on our balance sheet. 

**Item 3. Defaults upon Senior Securities.
None.
**Item 4. Removed and Reserved.  
**Item 5. Other information.**

None.

**Item 6. Exhibits and Reports on Form 8-K.**

(a) Exhibits

31                         302 Certification of Gary C. Lewis

32                          906 Certification

(b) Reports on Form 8-K

None.
**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

**UPLIFT NUTRITION, INC.** (Issuer)

Date:

January 26, 2011

 

:

/s/Gary C. Lewis

 

 

 

  

Gary C. Lewis

President, Chief Executive Officer and CFO

(Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has also been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.

 

 

 

 

 

Date:

January 26, 2011

 

:

/s/Gary C. Lewis

 

 

 

  

Gary C. Lewis

President, Chief Executive Officer and CFO

(Principal Accounting and Financial Officer)

 

 

 

 

 

Date:

January 26, 2011

 

:

/s/Edward Hall

 

 

 

  

Edward Hall

Chairman of the Board*******************