UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D. C. 20549 FORM 10-Q (X) QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF
1934 For the first
quarter ended March 31, 2008 ( ) TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIESEXCHANGE 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.)4423 South 1800 West
Roy, Utah

84067(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 is a large
accelerated filer, 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
May 10, 2008Common Capital
Voting Stock, $0.001 par value per share

24,216,944shares      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)  March 31, 2008      2      UPLIFT NUTRITION, INC. [A Development Stage Company]  FINANCIAL STATEMENTS (UNAUDITED)   CONTENTS    PAGE    Balance
Sheet, March 31, 2008 (unaudited) and December 31, 2007 4  Unaudited
Statements of Operations, for the three months ended
March 31, 2008 and 2007 and for the period from March
7, 2005 (date of inception) through March 31, 2008 5  Unaudited
Statement of Stockholders Equity (Deficit) 6  Unaudited
Statements of Cash Flows, for the three months ended March
31, 2008 and 2007 and for the period from March 7, 2005 (date
of inception) through March 31, 2008 7
- 8  Notes
to Unaudited Financial Statements 9
- 13     3     UPLIFT NUTRITION, INC. [A Development Stage Company]  BALANCE SHEET  March 31,

December 31,2008

2007ASSETS

(Unaudited)Current
AssetsCash

$
              2,120

$
           9,642Accounts
Receivable, net

20,140

10,195Inventories

26,816

25,925Prepaid
Expenses

3,688

-Total
Current Assets

52,764

45,762Website
Development Costs, Net

444

710Indefinite-Life
Intangible Assets

2,401

2,401Total
Assets

$
          55,609

$
         48,873LIABILITIES AND STOCKHOLDER DEFICITCurrent
LiabilitiesAccounts
Payable

$
          14,040

$
           2,613Accrued
Interest Payable - Related Party

11,971

8,249Deferred
Revenue

19,980

10,195Stockholder
Advances

196,294

157,569Total
Current Liabilities

242,285

188,626Commitments
and Contingencies

-

-Stockholders'
DeficitCommon
Stock; $0.001 Par Value, 100,000,000 Shares Authorized
    24,216,944 Shares Issued and Outstanding at March
31, 2008 and December 31, 2007

24,217

24,217Capital
in Excess of Par Value

317,104

317,104Deficit
Accumulated During Development Stage

(527,997)

(481,074)Total
Stockholders' Deficit

(186,676)

(139,753)Total
Liabilities and Stockholders Deficit

$
         55,609

$
          48,873       The accompanying notes are an integral part of these unaudited
financial statements.  4     UPLIFT NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF  OPERATIONS (UNAUDITED)  For the Three Months Ended

Period from
March 7, 2005
(date of inception) throughMarch 31,

March 31,2008

2007

2008Net
Sales
$
2,549
$
-
$
6,016Cost
of Goods Sold

2,335

-

10,011Gross
Profit

214

-

(3,995)Operating
ExpensesMarketing

11,741

-

52,621Consulting



10,191

83,000Other
General and Administrative

31,589

-

159,039Salaries
and Wages

-

-

215,250Total
Operating Expenses

43,330

10 191

509 910Loss
From Operations

(43,116)

(10,191)

(513,905)Other
ExpenseLoss
on disposal of assets

-

-

(1,764)Interest
Expense- Related Party

(3 807)

(1,016)

(12,328)Total
Other Expense

(3 807)

(1,016)

(14,902)Loss
Before Income Taxes

(46,923)

(11,207)

(527,997)Provision
for Income Taxes

-

-

-Net
Loss
$
(46,923)
$
(11,207)
$
(527,997)Loss
per common stock outstanding computed on net loss, basic and fully diluted
$
(0.00)
$
(0.00)
$
(0.02)Weighted
 average number of shares outstanding  basic and fully diluted

24,216,944

24,166,944

22,433,804          The accompanying notes are an integral part of these unaudited
financial statements.  5     UPLIFT NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (UNAUDITED) For the period of inception (March 7, 2005) through  March 31,
2008  Common
Stock

Capital in
Excess of Par

Deficit
Accumulated During Development

Total
StockholdersShares

Amount

Value

Stage

Equity
(Deficit)Inception, March 7,
2005


$
           -

$
           -

$
               -

$
               -Common shares issued for
cashAt  $0.00005 per share,
March 2005 on
20,000,000

20,000

(19,000)

-

1,000Capital Contributions JulyThrough November 2005
-

-

31,930

-

31,930Net loss for the period
endedDecember 31, 2005
-

-

-

(25,859)

(25,859)Balance at December 31,
2005
20,000,000

20,000

12,930

(25,859)

7,071Capital Contributions
JanuaryThrough May
2005
-

-

10,511

-

10,511Common Stock Issued in
astock Offering
Transaction, June 2006
2,841,944

2,842

(3,212)

-

(370)Common shares issued for
servicesat $0.21 per
share, October 2006
1,325,000

1,325

276,925

-

278,250Net loss for the year
endedDecember 31, 2006
-

-

-

(328,905)

(328,905)Balance at December 31,
2006
24,166,944

24,167

297,154

(354,764)

(33,443)Common shares issued forServices at $0.40 per share,
November 2007
50,000

50

19,950

-

20,000Net loss for
the year ended
December 31, 2007
-

-

-

(126,310)

(126,310)Balance at December 31,
2007
24,216,944

24,217

317,104

(481,074)

(139,753)Net Loss for the three
months ended March 31, 2008
-

-

-

(46,923)

(46,923)Balance at March 31,
2008
24,216,944

$
     24,217

$
      317,104

$
    (527,997)

$
     (186,676)    The accompanying notes are an integral part of these unaudited
financial statements.  6     UPLIFT NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF CASH FLOWS (UNAUDITED)  For the Periodfrom InceptionFor the

on March 7, 2005Three Months Ended

ThroughMarch 31,

March 31,2008

2007

2008Cash
Flows from Operating ActivitiesNet
Loss
$    (46,923)

$    (11,207)

$
       (527,997)Adjustments
to reconcile net lossto
net cash used by operating activitiesAmortization
266

266

3,261Stock
issued for services
-

-

298,250Loss
on disposal of website
-

-

1,764Changes
in assets and liabilities:Increase
in accounts receivable
(9,945)

-

(20,140)Increase
 in inventory
(891)

-

(26,816)Increase
in prepaid expenses
(3,688)

-

(3,688)Increase
(decrease) in accounts payable
1,427

(2,801)

13,670Increase
in deferred revenue
9,785

-

19,980Increase
accrued interest - related party
3,722

1,016

11,971Total
Adjustments
676

(1,519)

298,518Net
Cash Used In Operating Activities
(46,247)

(12,726)

(229,479)Cash
Flows from Investing ActivitiesPayments
for website development
-

-

(5,735)Payments
for indefinite-life intangible assets
-

(1,346)

(2,401)Net
Cash Used in Investing Activities
-

(1,346)

(8,136)Cash
Flows from Financing ActivitiesProceeds
from issuance of common stock
-



1,000Shareholder
Contributions
-

-

42,441Net
Advances from shareholders
38,725

10,000

196,294Net
Cash Provided by Financing Activities
38.725

10,000

239,735Net
Increase (Decrease) in Cash
(7,522)

(4,072)

2,120Cash
at Beginning of Period
9,642

4,198

-Cash
at End of Period
$
           2,120

$          126

$
          2,120  The accompanying notes are an integral part of these unaudited
financial statements.  7     UPLIFT NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF CASH FLOWS [Continued] (UNAUDITED)  Supplemental
Disclosures of Cash Flow Information




For the PeriodFrom March 7, 2005For the
Three Months Ended

(Date of inception)ThroughMarch 31,

March 31,

March 312008

2007

2008Cash
paid during the period forInterest
$
          -

$          -

$
          -Income
Taxes
$
          -

$          -

$
          -  Supplemental
Disclosures of Non-Cash Investing and Financing Activities  The Company had no non-cash investing or  financing
activities for the three months ended March 31, 2008 and 2007                           The accompanying notes are an integral part of these unaudited
financial statements.   8


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note
1  Summary of Significant Accounting Policies   Basis of Presentation The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles of the United States of America
for interim financial information.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principle of the United States of America for complete financial statements.
 In the opinion of management, all adjustments, consisting of normal
recurring accruals, considered necessary for a fair presentation have been
included.  It is suggested that these financials statements be read in
conjunction with the December 3, 2007 audited financial statements and notes
thereto for Uplift Nutrition, Inc.  The results of operations for the
periods ended March31, 2008 and 2007 are not necessarily indicative of the
operating results for the full year.  Business Uplift Nutrition, Inc. (the Company), a Nevada corporation and
is engaged in the business of manufacturing and distributing a nutritional
supplement drink mix. The Companys operations are based in Salt Lake City,
Utah. The Company has not generated significant revenue from planned principal
operations and is considered a development stage company as defined in SFAS No.
7. The Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.  On June 2, 2006, the Company completed an acquisition with Nu
Mineral Health, LLC (NMH), a Wyoming limited liability company organized on
March 7, 2005 and engaged in the nutritional supplement and nutrition business.
The acquisition was affected by the Company issuing 20,000,000 common stock
shares to acquire all of the membership interests, accompanying assets and
intellectual property of NMH, The merger was accounted for as a recapitalization
of NMH. The accompanying financial statements reflect the operation of NMH, for
all periods presented and the equity has been restated to reflect the 20,000,000
common stock shares issued in the recapitalization as though the common stock
shares had been issued at the inception of NMH. The results of operations from
June 2, 2006 of Uplift Nutrition, Inc. have been included in the accompanying
financial statements.  Companys Equity Ownership During 2006, Uplift Holdings, LLC acquired 18,000,000 common
shares of the Company from the former members of NMH making Uplift Holdings, LLC
a 74% owner of the Company.  Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.  Receivables Accounts receivable consist of trade receivables arising in the
normal course of business.  The Company established an allowance for
doubtful accounts that reflects the Companys best estimate of probable losses
inherent in the accounts receivable balances.  The Company determines the
allowance based on known troubled accounts, historical experience, and other
currently available information.  The Company had no allowance for doubtful
accounts at March 31, 2008 and December 31, 2007 and historical write offs for
the periods presented were insignificant.


9


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note 1  Summary of significant Accounting Policies
[Continued]  Inventory The Company records Inventory at the lower of cost or market, as
determined on the first-in, first-out method.  Website Costs The Company has adopted the provisions of EITF 00-2, "Accounting
for Web Site Development Costs."  Costs incurred in the planning stage of a
website are expensed while costs incurred in the development stage are
capitalized and amortized over the estimated three-year life of the asset.  Intangible Assets Intangible assets consist of trademarks that are indefinite-life
intangible assets.  The Company accounts for indefinite-life intangible
assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets
and accordingly tests these assets at least annually for impairment. As of March
31, 2008 and December 31, 2007 the is no impairment.  Revenue Recognition The Company recognizes revenue when rights and risk of ownership
have passed to the customer, when there is persuasive evidence of an
arrangement, product has been shipped or delivered to the customer, the right of
return has expired, the price and terms are finalized, and collection of
resulting receivable is reasonably assured.  Products are shipped FOB
shipping point at which time title passes to the customer.   At March
31, 2008 and December 31, 2007 the Company has recorded deferred revenue of
$19,980 and $10,195, respectively.  Deferred revenue represents the gross
sales of product shipments with an unrestricted right of return for which the
Company has no historical returns experience and therefore is unable to
reasonably estimate returns.  Advertising Cost Cost incurred in connection with advertising of the Companys
products are expensed as incurred.  Such costs amounted to $11,741 and $0
for the three months ended March 31, 2008 and 2007, respectively.  Research and Development Cost The Company expenses research and development costs for the
development of new products as incurred. Included in other general and
administrative expense for the the three months ended March 31, 2008 and 2007
were $1,003 and $197, respectively.  Income Taxes Prior to June 2, 2006, in lieu of corporate income taxes, the
members of NMH were taxed on or allocated their proportionate share of the
Companys taxable income/loss.  Therefore, no deferred tax assets or
liabilities, income tax payable or current and deferred tax expense or benefit
for federal income taxes have been included in the financial statements for the
period prior to June 2, 2006. The Company accounts for income taxes in
accordance with SFAS No. 109, Accounting for Income Taxes.  This
statement requires an asset and liability approach for accounting for income
taxes.  Loss Per Share The Company calculates loss per share in accordance with SFAS No.
128, Earnings Per Share.  Basic earnings/loss per common share are based
on the weighted average number of common shares outstanding during each period.
 Diluted earnings per common share are based on weighted average number of
common shares outstanding during the period plus potentially dilutive common
shares from common stock equivalents. The Company has no common stock
equivalents for all periods presented.


10


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note 1  Summary of significant Accounting Policies
[Continued]  Fair Value of Financial Instruments The fair value of stockherlder loans are determined by reference
to market data and by other valuation techniques as appropriate. Unless
otherwise disclosed, the fair value of financial instruments approximates their
recorded values due to their short-term maturities.  Accounting Estimates The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those estimated.  Note 2  Going Concern  The Company has incurred losses since its inception. The Company
has negative working capital and negative cash flows from operating activities.
 The Company has generated only minimal revenues and just recently
commenced operations.   These factors create substantial doubt about
the Companys ability to continue as a going concern.   The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  The Companys continuation as a going concern is dependent upon
its ability to obtain additional equity or debt financing, to locate and utilize
effective marketing and/or distribution methods, increase sales for its product
and ultimately to attain profitable operations.  Note 3  Related Party Transactions  An officer/director has advanced a total of $6,685 net of
repayments of $915 to the Company at March 31, 2008. The advances accrue
interest at an annual rate of 8% and are payable on demand and are unsecured.
During the three months ended March 31, 2008 and 2007, the Company recorded
interest expense of $139 and $2, respectively.  Uplift Holdings, LLC., a majority stockholder has advanced a total
of $189,609 to the Company net of $18,487 in repayments March 31, 2008. The
advances accrue interest at an annual rate of 8% and are payable on demand and
are unsecured. During the three months ended March 31, 2008 and 2007, the
Company recorded interest expense of $995 and $3,494, respectively and made no
interest payments.  Note 4  Inventory  Inventory consists of the following at:: March 31,
2008

December 31,
2007Raw materials and supplies
$        10,095

$
        9,851Finished goods
16,721

16,074Total inventory
$
        26,816

$
      25,925  Included
in Finished goods is $11,658 representing the cost of product shipped to
customers for which the right of return has not expired and the Company
cannot reliability estimate product returns.


11


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note 5  Website Development Costs  Website development costs consisted
of the following at:  Useful Life

March 31,
2008

December 31,
2007Website
development costs
3 years

$
           3,195

$
            3,195Less
accumulated amortization


(2,751)

(2,485)Net website development costs


$
              444

$
               710  Amortization expense amounted to $266 for the three months ended
March 31, 2008 and 2007.  Note 6  Intangible Assets  Indefinite-life intangible assets consist of Trademark application
costs totaling $2,401 relating to nutritional supplements sold under the Active Uplift label.  Note 7  Loss Per Share  The
following data shows the amounts used in computing loss per share and the effect
on income and the weighted average number of shares of potential dilutive common
stock for the three months ended March
31,  2008

2007Net
loss
$       (46,923)

$       (11,207)Weighted
average number of common shares outstanding used in basic and diluted loss
per share
24,216,944

24,216,944  For the year ended December 31, 2007 and 2006, the Company had no
potentially dilutive common stock equivalents issued.  Note 8  Stockholders Equity  The Company had 24,216,944 is common shares issued and outstanding
at March 31, 2008 and December 31, 2007.  The Company has an additional
329,501 shares held by the Transfer Agent in reserve to satisfy shares issued
through a lost instrument bond, should the holder of an outstanding certificate
for stock in the original merger submit his shares in trade for shares in Uplift
Nutrition, Inc.  Common Stock Issuances  During 2007, the Company issued 50,000
for services valued at $20,000 or $0.40 per share.  During 2006, the Company issued 1,325,000 for services valued at
$278,250 or $0.21 per share, of which 1,025,000 shares were issued to an
officer/director of the Company.  In June of 2006 the Company issued 2,841,944 shares of common
stock in connection with recapitalization under a reverse merger
transaction.  Members Contribution  Prior to NHM being acquired by Uplift
Nutrition, Inc. the members contributed $10,511 and $32,930 during 2006 and
2005, respectively.


12


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note 8  Stockholders Equity (Continued)  In March of 2005, the Company issued 20,000,000 in to acquire all
of the membership interests, accompanying assets and intellectual property of
NHM.  Note 9  Commitments and Contingencies  Additional Unrecorded Common Stock CertificatesAs a
result of shareholders holding stock certificates that did not appear on the
Companys current shareholder list, the Company issued 188 common shares, which
have been included in the 2,841,944 shares accounted for as issued in the June
2006 stock offering transaction. While the Company has no reason to believe that
any additional unrecorded certificates exist, the Company believes it is in the
best interest of the shareholders to disclose the possible commitment.
 Should any additional unrecorded shares be turned in, the Company will
perform the necessary procedures to validate the new shareholders claim prior
to issuing the shares.  Note
10  Recently Enacted Accounting Standards During 2007, the FASB amended SFAS No. 141, Accounting for
Business Combinations, which requires the acquiring entity in a business
combination to recognize all (and only) the assets acquired and liabilities
assumed in the transactions.  Management does not believe SFAS No. 141(R)
will  have a material effect on any future business acquisitions. In
February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities, which permits entities to choose to measure
many financial instruments and certain other items at fair value. The unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings.  The decision to elect the fair value
option is determined on an instrument-by-instrument basis, should be applied to
an entire instrument and is irrevocable.  Assets and liabilities
measured at fair values pursuant to the fair value option should be reported
separately in the balance sheet from those instruments measured using other
measurement attributes.  SFAS No. 159 is effective as of the
beginning of the Companys 2008 fiscal year. The adoption of SFAS No. 159 is not
expected to have a material effect on its financial position, results of
operations or cash flows.  During 2007, the FASB issued SFAS No. 160, Non-Controlling
Interest in Consolidated Financial Statements, which requires entities to
report non-controlling minority interests in subsidiaries in the same way, and
eliminates diversity in accounting for transactions between an entity and
non-controlling interests  Management is evaluating the impact SFAS No.
160 will have on future financial statements.  Note
11  Subsequent Event  During April of 2008, a stockholder advanced an additional
$25,000. The advances accrue interest at an annual rate of 8%, are unsecured and
are payable on demand.


13


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 and unique energy and health drink
called Active UpLift®. Recently, our product has become featured in two (2)
different flavors.  We also recently received notice from our intellectual
property attorneys that our application with the U.S. Patent and Trademark
Office for a trade name and trademark on the phrase Active UpLift has issued
and is now registered.  This enables us to now put the small r with a
circle around it next to the name of our product.  In addition to offering our product
for sale on-line, our principal marketing strategy is to do what is necessary to
get our new product carried in retail stores around the country.  In this
regard, we have made substantial progress over the last 3 months.  As a
result of our significant sales and marketing efforts, we no longer anticipate
relying on the Internet for the majority of our business.  Our website is
www.upliftnutrition.com and it is hosted by www.godaddy.com.  Since early 2006
when we acquired a Wyoming company called Nu Mineral Health, an acquisition
which included acquiring their website, we have made substantial improvements to
the original website and product, a product we now call Active UpLift® and on
which we now have a registered trademark and trade name.  In fact, we have
since developed a second Active UpLift® flavor.   Our new,
Apple-Cinnamon flavor is not only great tasting cold but possibly tastes even
better hot.  As set forth below, we have only recently begun featuring this
newer flavor of Active UpLift® in local Harmons grocery stores.  The new and improved formula for our
unique Active UpLift® product was only completed for sale to the public at the
end of 2007.  As a result, we have had little opportunity to engage in
specific advertising campaigns though we fully intend to.  Because our new
Active UpLift® product was only suitable for offer and sale in interstate
commerce, and on a retail basis, as recently as the end of last year, we were
not able to generate significant revenue during 2007 and have only generated or
realized nominal revenues from our operations during our first quarter of 2008.
 In addition, the introduction of new products in the retail grocery
industry requires sales terms with generous or unrestricted policies for product
returns.  The Company has no historical returns experience for these new
products as a basis for estimating an allowance for returns and as a result,
must defer revenue recognition until the return period has expired in accordance
with generally accepted accounting principles in the United States of America
(GAAP).  During the 4th quarter of 2007, we
had shipped 130 cases of Active UpLift® to a distribution center to be placed in
105 Ralphs grocery stores.  As of the end of our 1st quarter of 2008, we
had shipped another 90 cases of Active UpLift® to a distribution center in
Oklahoma to be placed in 90 Albertsons grocery stores throughout Colorado and
Arizona and 11cases each of the two flavors to 11 Harmons grocery stores in the
State of Utah.   Subsequent to the 1st quarter, we shipped another 74
cases to Albertsons grocery stores on a re-order basis.  If none of these
products is sold in 180 days, the product can be returned by the retailer to us
and the retailers account with us credited accordingly.  If all of this
product is sold in the Ralphs stores, the Albertsons stores and the Harmons
stores, we expect to generate total revenue of $27,010.  This figure
includes the additional 74 cases shipped in the 2nd quarter of 2008.  During April 2008, we negotiated
with and have been accepted to display our product in eight (8) Mavericks
convenience stores located in Northern Utah.  We soon expect to be shipping
10 cases of product for this purpose.  Since the end of our first quarter,
we have received additional re-purchase orders from the Albertsons grocery store
chain, orders totaling 90 cases of raspberry-lemonade flavored Active
UpLift®.  Each of the foregoing store
placements requires a certain amount of money to be spent on advertising.
 Accordingly, we have started in-store tasting and educational
demonstrations in Utah and have scheduled these same demonstrations to start in
all the other locations within the next 60 days. We are also scheduled to be
major sponsors in local and regional sporting events such as runs conventions
and other events that are heavily attended.  For example, during the third
weekend of April 2008, we acted as a sponsor of the Salt Lake City Marathon in
which we gave away a substantial amount of our product and otherwise showcased
it in a booth set up for that purpose.  We believe that our product was
well received.  We hope to follow these strategies with an aggressive
marketing campaign that will include written advertisements in publications,
health magazines and in-store advertising.  What we anticipate budgeting
for all of 2008 is detailed in our Annual Report on Form 10-KSB that was
recently filed on Edgar.  Reference is made to it.   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 our
audited financial statements included in Part F/S of our recently-filed Annual
Report on Form 10-KSB.


14


Because
we are still a development stage company and our new Active UpLift® product was
only suitable for offer and sale in interstate commerce, and on a retail basis,
as recently as the end of 2007, we have only generated or realized nominal
revenues from our operations through the first quarter of 2008.  This is 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 from
approximately 5 years of dormancy, we have incurred accounting costs and other
expenses and fees in connection with reactivating ourselves, acquiring Nu
Mineral Health, the preparation and filing of our Form 10-SB registration
statement on November 2, 2007, and the recent preparation and filing of our
Annual Report on Form 10-KSB, a report containing audited financial statements.
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 74.5% ownership interest in us, has an obvious vested interest in seeing us
successfully market our product. For our first quarter of 2008 ended March 31,
2008, we incurred fees and expenses totaling $46,923.  These fees and
expenses have been for accounting fees, legal fees, transfer agent fees,
packaging expenses paid to suppliers and packagers, as well as costs to purchase
raw materials inventory necessary to produce additional finished goods to
fulfill new orders.  Liquidity and Capital
Requirements  The new and improved formula for our
unique Active UpLift® product was only recently completed for sale to the
public.  As a result, we have had little opportunity to engage in specific
advertising campaigns though we fully intend to.  We expect that we will
have to spend money with retail distributors, or make commission deals with
retail distributors, to assist us in getting our product featured in retail food
and grocery store chains around the country.  At present, we do not know
the exact amount of money that we will have to spend with retail distributors on
advertising, although we anticipate that it will be a significant amount of our
budget.  See our Annual Report on Form 10-KSB recently filed on Edgar.
 Although we have signed a distribution agreement with one distributor in
Idaho that has a 7,000 plus retail store distribution, and have started by
placing product in as many as 357 of their Albertsons stores by the end of the
second quarter of 2008, we have no way of predicting our potential success in
this regard.  We have, nonetheless, made significant progress with three
retail grocery chains during our first quarter of 2008.  Having said this,
we believe our ability to sell our product in retail food and grocery stores
holds more of the key to our success than merely offering our product for sale
on the Internet, a strategy that can result in spending a lot of money on
pay-per-click and other advertising, with little results.  As of March 31, 2008, we had $2,120
in our checking account. As of the date of this quarterly report, we have
approximately $1,890 in our checking account. 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.  During the quarter, our majority shareholder, Uplift
Holdings, loaned or advanced us $40,000.  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 that 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 or keep track of what it is, we
currently have no way of paying any interest payments to Uplift Holdings.
 For the quarter, we have accrued $3,807 in interest due and owing Uplift
Holdings.  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, we
consider Uplift Holdings obligation to advance us the money necessary to carry
out and pursue our business plan a legal obligation of it upon which both we and
investors can rely.  As of March 31, 2008, the Company owes stockholders a
total of $208,265 for advances and accrued interest.  We do not have sufficient working
capital to fund our current or future operations.  We must rely upon
advances from our majority shareholder, Uplift Holdings, to meet our monthly
cash requirements for not only the next 12 months but at least for the next
three (3) years.  Our majority stockholder has committed itself to
advancing the funds necessary for us to carry out and pursue our business plan,
a commitment that will also satisfy all our cash requirements and keep us
current in our 1934 Exchange Act reporting obligations for at least the next 3
years. We believe that this time period is consistent with the disclosure in our
Plan of Operation described below in that we believe that within 3 years, we
should be able to successfully carry out our business plan. If a determination
is made by management within the next three years that we will NOT be successful
and that our business plan is or will be a failure for reasons which we can only
imagine, 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 at the expiration of three years from now, 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 next 3
years, particularly if it appears that we will indeed be able to successfully
carry out our business plan if we continue beyond the next 3 years. If our
majority shareholder does not desire to loan or advance us sufficient funds 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 will consider a private
placement of our shares, the form


15


of which
we also cannot predict at this time.  This is because management might not
be able to obtain third party financing sources or working capital funds at
rates favorable to the Company.  PLAN OF OPERATION  Our principal business plan is to
promote, market and sell our new and unique 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. This
assumption has proven to be correct in that we now have relationships with 3
large retailers and their distributors.  We intend to compliment this
marketing strategy by also offering our product on and through the Internet.
 Because Active Uplift® is a new and improved product and we are
essentially a start-up enterprise, the dietary supplement and nutrition industry
is in large part unfamiliar, at this stage, with Active Uplift®, not to mention
our new Apple Cinnamon-flavored hot drink. For this reason, we believe it will
take some time for these two products to "catch on" and for any significant or
meaningful sales to occur.  As a result of recent retail orders
mentioned above, we currently stand to receive as much as $27,010 in
gross revenue during our second quarter, which will be recorded as deferred
revenue until management can reasonably estimate returns.  Having just
begun our operations at the end of 2007, we feel that this is a remarkable
accomplishment in such a short period of time.  Our Website  Our website address is:
www.upliftnutrition.com.  As set forth above, our website is hosted by one
of the largest website hosts in the United States, namely, www.godaddy.com.
 Because www.godaddy.com is one of the largest website hosts in existence,
we feel comfortable that the chances of our website going down at any given
time are remote.  As a result, we believe there is little likelihood of
losing sales because our website goes down.  Inventory  As of March 31, 2008, inventory
consisted of $10,195 in raw materials and $16,721 in finished goods.  As of
the date of this document, we have in inventory 106 cases (each case contains
ten  15 packet boxes) of our new apple-cinnamon cold or hot flavor drink, 10
cases (same as above) of the original Active UpLift® raspberry-lemonade flavored
drink, approximately 4,500 single serving packets of our original
raspberry-lemonade flavored drink, and 300 kilos of the raspberry-lemonade
flavor in bulk.  All of this inventory, with the exception of the 300 kilos
of bulk product, is currently held in our warehouse located at 252 West Cottage
Avenue, Sandy, Utah.  The bulk product is currently held by Pristine
Packaging, our packager, which will package it 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 through our current manufacturer/packager, 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 our product.  We are therefore NOT reliant on
one vendor for our success.  There are other bulk food manufacturers in the
Salt Lake City area.  One of these other suppliers is Pristine Packaging.
 Like Harmony Concepts, Pristine Packaging, has been in business many years
and it too has an excellent reputation for its quality control and packaging
systems.  These 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 success is dependent on their ability to
keep their customers formulas secret.  Our Business Plan over the
Next 12 to 18 Months  Since we have now gotten our foot
in the door of at least 3 large retail food chain stores, we now plan to spend
more time developing relationships with retail food chain stores and probably
less time and energy concentrating on Internet or drop-ship business sales.  Our current suggested retail price
of a box of 15 powder packets is $15.95, plus approximately $4.95 for shipping
and handling anywhere in the U.S. or Canada.  To enhance or increase
on-line sales volume, we will consider offering reduced price specials on our
website; however, we are not willing to do so if it would hinder our efforts to
encourage a large retail grocery or health food stores to carry our product.
 That is to say, we have no intention of undercutting a potential retailer
through website sales.


16


There is
little doubt that our future sales of our product will be driven by the amount
of money we are able and willing to spend on advertising and with various retail
distributors.  During the next 12 to 18 months, we will actively pursue
enhancing sales.  For the time-being, and because at a price of $15.95, our
profit could be approximately $5.20 to $7.00 per 15-packet retail box (depending
on volume), we want to focus our efforts on selling our own product in retail
stores and on-line.  Already we have met with retail advertisers/marketers
who have the ability, through advertising, to drive retail customers to our
product when it becomes featured in nationally recognized food store chains.
 We can make no assurance at this time that this will happen.  Whether
this does indeed occur and whether we pay these advertisers/marketers the money
they want for this service remains to be seen.  As set forth elsewhere herein, we
also plan to advertise on other websites, links to other on-line retailers and
specialty websites, specialty food magazines and obviously, retail chain food
stores, now that at least 3 of the latter have become interested in carrying our
product for sale in their retail outlets.  For further information in this
regard, reference is made to our Annual Report on Form 10-KSB recently filed on
Edgar.  Our Current
Marketing/Advertising Strategy Because
we are concentrating on getting our product in retail grocery and food stores
chains, we have abandoned our effort to advertise on the Internet in any other
manner than keeping our name viable in the Google and Yahoo! search engines.
  Having said this, in order for our business to succeed, we
additionally plan, among those things mentioned in our Annual Report on Form
10-KSB filed at March end 2008, 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 website  -- 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  -- sign up drop ship distributors
who are willing to offer and sell our product on their websites  Reference is made to our Form 10-KSB
recently filed on Edgar which details our plans and strategies.  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 include a desire to additionally promote us and our
business,  (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;


17


(6)  through the giving of
product demonstrations in grocery store locations and malls; and  (7) through television commercials
on the Food Channel at such time as earnings or funding becomes available to
shoot such a commercial and pay for the cost of airing it on television.  Employees, Experts,
Consultants and Advisors  Currently, we have no employees.
Employees will not be 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.  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 in recognition for services rendered.  While we have not planned to obtain
expert and other services unless needed, we have retained the services of Mr.
Bruce Miller, a retired grocery store executive, on a consulting basis to head
up and oversee our marketing program.  Except for Mr. Miller, 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.  Express Obligation of Our
Principal Shareholder to Finance Us and Our Business Plan Over at least the Next
Three (3) Years.  Our principal shareholder, Uplift
Holdings, LLC (Uplift Holdings), intends to provide us with sufficient
funding, over at least the next three (3) years, to pursue and carry out our
business plan.  This includes whatever capital is necessary to keep us
current in all of our reporting obligations. The only caveat with regard to this
commitment is if it is determined by us and our majority shareholder within the
next three (3) years 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 three
years, though we consider this commitment on its part to be a legal obligation
upon which we and our shareholders can rely. Having said this, we will
nonetheless be required to continue to evaluate our business plan. At the
expiration of three (3) years, or earlier, and assuming that our business plan
has NOT been successful, or even partially successful, 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 operations and business plan, including our various
advertising campaigns. During our quarter ended March 31, 2008, Uplift Holdings
advanced us $40,000.  This figure is carried on our balance sheet as a
liability.  See our financial statements in Item 1 above.  Subsequent
to March 31, 2008, Uplift Holdings advanced us an additional $25,000.  Item 3.  Quantitative and Qualitative Disclosures
about Market Risk.  This item is not applicable to smaller reporting
companies.  Item 4 and 4A(T).  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.  Our
internal control system was designed to provide reasonable assurance to our
management and Board of Directors regarding the preparation and fair
presentation of financial statements.  All internal controls over financial reporting, no matter
how well designed, have inherent limitations, including the possibility of human
error and the circumvention or overriding of controls.  Therefore, even
effective internal control over financial reporting can provide only reasonable,
and not absolute, assurance with respect to financial statement preparation and
presentation.  Further, because of changes in conditions, the effectiveness
of internal controls over financial reporting may vary over time. Because of its
inherent limitations, internal control over financial reporting may also fail to
prevent or detect misstatements.  Therefore, even those systems determined
to be effective can often provide only reasonable assurance of achieving their
control objectives.  We have no in-house accounting personnel and must pay
outside accountants to prepare financial records.  We also do not have an
independent board or an audit committee.  We do not have paid personnel who
work in inventory.  Accordingly, due to our current size and our lack of
paid personnel at the present time, there is risk that we may not be able to
create and maintain an effective control environment.  Having said this,
and given that we are a start-up business and have only commenced significant
sales of our product since the end of December 2007, or for some-three months,
our management, including our chief executive officer and chief financial
officer, nonetheless assessed the


18


effectiveness of our internal
control over financial reporting as of March 31, 2008.  In making its
assessment of internal control over financial reporting, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal ControlIntegrated Framework .  Based
on this evaluation and given our current limitations as a start-up company and
the other, general or inherent limitations identified above, our management
concluded that, as of March 31, 2008, we determined that, at the present time,
our internal control over financial reporting was not effective based on those
criteria.  Changes in Internal Control Over Financial
Reporting.   The Company is currently still in the
development stage with insufficient working capital to employ personnel to
carryout the daily operations.  All functions of the company are currently
carried out by the President with the exception of occasional temporary help and
the assistance of outside professionals contracted to assist in the preparation
of quarterly and annual financial statements and technical GAAP issues.
 However, these professionals are not always aware of all business
transactions and activities especially non-cash transactions.  As a result,
the Company has insufficient personnel to provide adequate segregation of duties
related to the initiation, authorization/approval, and recording of financial
transactions.  In addition, due to the current financial constraints and
lack of personnel the Company has not yet developed and implemented appropriate
internal controls over financial reporting including controls to ensure that all
expenditures are recorded on the books of Company, in the appropriate period and
in a timely manner and controls over the recording and safeguarding of raw
materials and finished goods inventory.  This is a result of the lack of
implementation of a computerized or manual system to track inventory from
purchase of raw materials and packaging to the shipment of finished goods.  Having said this, we are nonetheless committed to
continuously improving our internal control over financial reporting, in order
that we fully satisfy the requirements of Section 404 of the Sarbanes-Oxley
Act.  If we are unable to conclude that our internal control
over financial reporting is effective at such time as we are required to attest
to them, our ability to obtain financing, etc., on favorable terms, if needed in
the future, could be materially and adversely affected, which, in turn, could
materially and adversely affect our business, our financial condition and the
market value of our securities.  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.  None.  Item 3. Defaults upon Senior Securities.  None.  Item 4. Submission of Matters to a Vote of Security
Holders.  None.  Item 5. Other information.  None.  Item 6. Exhibits and Reports on Form 8-K.  (a) Exhibits  None.  All Sarbanes-Oxley certifications are after
the signature line at the end of this document.  (b) Reports on Form 8-K  On March 20, 2008, we filed a Form 8-K announcing that we
had changed auditors and that we replaced Michael J. Larsen, PC, with Munden
& Associates, LLC, of Bountiful, Utah.  This change in auditors was not
the result of any disagreement with Michael J. Larsen, PC.  Due to a
comment letter we received from the Commission relative to this Form 8-K, on
March 31, 2008, we filed an amended Form 8-K/A.


19


On March 21, 2008, we issued a second press release
announcing our obtaining of an OTC Bulletin Board symbol, UPNT.OB, our having
established retail relationships with Ralphs, Albertsons and Harmons grocery
store chains, and our plans to sponsor the Salt Lake City Marathon race in April
of this year.  This press release was followed up with a second Form 8-K
attaching such press release as an exhibit.  Reference is made to our Form 8-Ks filed on Edgar.  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:
May 14, 2008

By:
/s/ Gary C. LewisGary C. LewisChairman of the Board  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:
May 14, 2008

By:
/s/ Gary C. LewisGary C. LewisPresident, Chief Executive
Officer and CFO (Principal Accounting and Financial Officer


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