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 third quarter ended September 30, 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
November 1, 2008Common Capital
Voting Stock, $0.001 par value per share

24,216,944
shares  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)  September 30, 2008           UPLIFT NUTRITION, INC. [A Development Stage Company]  FINANCIAL STATEMENTS (UNAUDITED)   CONTENTS    PAGE    Balance
Sheets, September 30, 2008 (unaudited) and December 31, 2007 F-3  Unaudited
Statements of Operations, for the three and nine months ended September 30,
2008 and 2007 and for the period from March
7, 2005 (date of inception) through September 30, 2008 F-4  Unaudited
Statement of Stockholders Equity (Deficit) F-5  Unaudited
Statements of Cash Flows, for the nine months ended September
30, 2008 and 2007 and for the period from March 7, 2005 (date
of inception) through September 30, 2008 F-6  Notes to
Unaudited Financial Statements F7-F11


UPLIFT
NUTRITION, INC. [A Development Stage Company]  BALANCE SHEETS  September 30,

December 31,2008

2007ASSETS

(Unaudited)Current AssetsCash

$
              1,542

$
           9,642Accounts Receivable, net

-

10,195Non Trade Receivables

12,480

-Inventories

28,964

19,385Consigned Inventories

12,986

6,540Prepaid Expenses

6,926

-Total
Current Assets

62,898

45,762Website Development Costs, Net

-

710Indefinite-Life Intangible Assets

2,401

2,401Total Assets

$
           65,299

$
          48,873LIABILITIES AND STOCKHOLDER
DEFICITCurrent LiabilitiesAccounts Payable

$
          35,168

$
          12,613Accrued Interest Payable - Related
Party

22,595

8,249Deferred Revenue

20,801

10,195Stockholder Advances

288,794

157,569Total
Current Liabilities

367,358

188,626Commitments and Contingencies

-

-Stockholders' DeficitCommon Stock; $0.001 Par Value,
100,000,000 Shares Authorized
24,216,944 Shares
Issued and Outstanding at September 30, 2008
and December 31, 2007

24,217

24,217Capital in Excess of Par Value

317,104

317,104Deficit Accumulated During Development
Stage

(643,380)

(481,074)Total
Stockholders' Deficit

(302,059)

(139,753)Total Liabilities and Stockholders
Deficit

$
          65,299

$
          48,873    The accompanying notes are an integral part
of these unaudited financial statements.  F-3





UPLIFT
NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF  OPERATIONS (UNAUDITED) Three months
ended

Nine months
ended

Period from March 7,
2005 (date of inception)September 30,

September 30,

Through2008

2007

2008

2007

September 30,
2008Net
Sales
$
840
$
1,141
$
3,519
$
1,498
$
6,986Cost
of Goods Sold

541

1,083

4,360

1,337

12,036Gross
Profit (Loss)

299

58

(841)

161

(5,050)Operating
expensesMarketing

25,892

2,382

58,362

4,282

99,242Consulting

14,315

-

29,121

14,573

112,121Other
General and Administrative

16,072

26,370

59,551

28,725

187,001Salaries
and Wages

-

-

-

-

215,250Total
Operating Expenses

56,279

28,752

147,034

47,580

613,614Loss
from Operations

(55,980)

(28,694)

(147,875)

(47,580)

(618,664)Other
ExpenseLoss
on disposal of assets

-

-

-

-

(1,764)Interest
Expense  Related Party

(5,682)

(1,790)

(14,431)

(5,099)

(22,952)Total
Other Expense

(5,682)

(1,790)

(14,431)

(5,099)

(24,716)Loss
Before Income Taxes

(61,662)

(30,484)

(162,306)

(52,518)

(643,380)Provision for Income
taxes

-

-

-

-

-NET
LOSS
$
(61,662)
$
(30,484)
$
(162,306)
$
(52,518)
$
(643,380)Loss per
common share outstanding    computed on net loss, basic and
fully diluted
$
-
$
-
$
(0.01)
$
-
$
(0.03)Weighted-average
common and dilutive common equivalent shares outstandingbasic and
fully diluted

24,216,994

24,166,994

24,216,994

24,166,994

22,592,206     The accompanying notes are an integral part
of these unaudited financial statements.  F-4





UPLIFT
NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF STOCKHOLDERS EQUITY
(DEFICIT) (UNAUDITED) For the period of inception (March 7, 2005)
through September 30, 2008 Common

Capital in Excess of Par

Deficit Accumulated During
Development

Total Stockholders EquityShares

Amount

Value

Stage

(Deficit)Inception, March 7, 2005


$
           -

$
           -

$
               -

$
               -Common shares issued for cash at  $0.00005 per share, March 2005
20,000,000

20,000

(19,000)

-

1,000Capital Contributions for July through   November
2005
-

-

31,930

-

31,930Net  loss for the period
ended  December 31,
2005
-

-

-

(25,859)

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

20,000

12,930

(25,859)

7,071Capital
Contributions January through May 2005
-

-

10,511

-

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

2,842

(3,212)

-

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

1,325

276,925

-

278,250Net loss
for the year ended December 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 for Services 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 nine months ended September 30, 2008
-

-

-

(162,306)

(161,353)Balance at September 30, 2008
24,216,944

$
     24,217

$
      317,104

$
    (643,380)

$
   (302,059)     The accompanying notes are an integral part
of these unaudited financial statements.  F-5





UPLIFT
NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF CASH FLOWS (UNAUDITED) Period fromMarch 7, 2005For the nine months
ended

(date of
inception)September 30,

Through2008

2007

September 30, 2008Cash
flows from operating activitiesNet
loss
$
(162,306)
$
(52,518)
$
(643,380)Adjustments
to reconcile net loss to net cash used in operating activitiesDepreciation
and amortization

710

799

3,971Stock
issued for services

-

-

298,250Loss on
disposal of website

-

-

1,764Changes in
assets and liabilitiesDecrease
(increase) in receivables

(2,285)

-

(12,480)Increase in
inventory

(9,579)

(13,082)

(28,964)Increase in
consigned inventory

(6,446)

-

(12,986)Increase in
prepaid expenses

(6,926)

-

(6,926)Increase
(decrease) in accounts payable

22,555

(2,000)

35,168Increase in
deferred revenue

10,606

-

20,801Increase in
accrued interest  related party

14,346

4,028

22,595Total
adjustments

22,981

(10,255)

321,193Net
cash used in operating activities

(139,325)

(62,773)

(322,187)Net
cash flows from investing activitiesPayments
for website development

-

-

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

-

(1,620)

(2,401)Net
cash (used in) investing activities

-

(1,620)

(8,136)Cash
flows from financing activitiesProceeds
from issuance of common stock

-

-

1,000Shareholder
contributions

-

-

42,071Net
advances from shareholders

131,225

65,500

288,794Net
cash provided by financing activities

131,225

65,500

331,865Net
increase (decrease) in cash

(8,100)

1,107

1,542Cash
at beginning of period

9,642

4,198

-Cash
at end of period
$
1,542
$
5,305
$
1,542Supplemental
disclosures of cash flow informationCash
paid during the period forInterest
$
-
$
272
$
272Income
taxes

-

-

-    The accompanying notes are an integral part
of these unaudited financial statements.  F-6





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 principles 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 31, 2007 audited
financial statements and notes thereto for Uplift Nutrition, Inc.  The
results of operations for the periods ended September 30, 2008 and 2007 are not
necessarily indicative of the operating results for the full year.  Business Uplift Nutrition, Inc.
(the Company), a Nevada corporation 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 actuated 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 establishes 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 September 30, 2008
and December 31, 2007 and historical write offs for the Company and the periods
presented were insignificant.            F-7





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 September 30, 2008 and December
31, 2007 there was 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 September 30, 2008 and December 31, 2007, the Company
recorded deferred revenue of $20,801 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.  The Company accounts
for product coupon incentives the later of 1) the date at which the related
revenue is recognized or 2) the date at which the sales incentive is offered.  Advertising Cost Cost incurred in
connection with advertising of the Companys products are expensed as incurred.
 Such costs amounted to $25,892 and $2,382 for the three months ended
September 30, 2008 and 2007, respectively $58,362 and $3,615 for the nine months
ended September 30, 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 three months ended
September 30, 2008 and 2007, is $519 and $350, respectively $1,877 and $1,047
for the nine months ended September 30, 2008 and 2007, 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 is 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.  Reclassifications Certain prior period amounts have
been reclassified to conform to the current periods presentation. 
The effect of these reclassifications had no impact on net loss, total assets,
total liabilities, or stockholders deficit.





F-8





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
stockholder loans is 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 has not yet commenced full operations under
their business plan.   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  As of September 30,
2008, the Company owes an officer/director approximately $6,685 for advances
made to the Company. The advances are unsecured, payable on demand, and accrue
interest at an annual rate of 8%.  During the three months
ended September 30, 2008 and 2007, the Company recorded interest expense of
$141 and $20 respectively ($417 and $37 for the nine months ended September 30,
2008 and 2007 respectively).  The Company made no interest payments during
the nine months ended September 30, 2008.  As of September 30, 2008, the
Company owes a total of $472 in accrued interest to the officer/director.  As of September 30,
2008, the Company owes Uplift Holdings, LLC., a majority stockholder, has a
total of $282,109 for advances made to the Company. The advances are unsecured,
are payable on demand, and accrue interest at an annual rate of 8%.  During
the three months ended September 30, 2008 and 2007, the Company recorded
interest expense of $5,541 and $1,770, respectively ($14,014 and $4,263 for the
nine months ended September 30, 2008 respectively).  The Company made no
interest payments during the nine months ended September 30, 2008. As of
September 30, 2008, the Company owes Uplift Holdings, LLC, $22,123 in accrued
interest.  Note 4  Inventory and Consigned
Inventory  Inventory consists of
the following at:: September 30,
2008

December 31,
2007Raw materials and supplies
$
        15,663

$
        9,851Finished goods
13,301

9,534Total
inventory
$
        28,964

$
      19,385  Additionally, at
September 30, 2008, the Company has $12,986 ($6,540 as of December 31, 2007) of
consigned goods which represents the cost of product shipped to customers for
  which the right of return has not expired and the Company cannot
reliability estimate product returns. F-9





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

September 30,
2008

December 31,
2007Website development costs
3 years

$
           3,195

$
            3,195Less accumulated amortization


(3,195)

(2,485)Net website
development costs


$
                  -

$
               710  Amortization expense
amounted to $178 and $266 for the three months and $532 and $799 for the nine
months ended September 30, 2008 and 2007, respectively.  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 and
six months ended September 30,  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2008


2007


2008


2007Net
loss

$
61,662


$
30,484


$
162,306


$
52,518Weighted average number of
common shares outstanding used in basic and diluted loss per share


24,216,994



24,166,994



24,216,994



24,166,994 The Company had no
potentially dilutive common stock equivalents issued for any period presented.  Note 8  Stockholders Equity  The Company had
24,216,944 common shares issued and outstanding at September 30, 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.   F-10  UPLIFT NUTRITION, INC.





[A Development
Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note 8  Stockholders Equity
(Continued)  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.  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.  During 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 the Companys 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.  During 2008 the FASB
issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133, SFAS 162, The Hierarchy of
Generally Accepted Accounting Principles, and SFAS 163, Accounting for
Financial Guarantee Insurance Contractsan interpretation of FASB Statement No.
60.  Management does not believe that they will have a material impact on
the Companys financial position, results of operations or cash flows.             F-11





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®.  Earlier in the year, we were able to feature our
new product in two (2) different flavors.  Our new, Apple-Cinnamon flavor
is not only great tasting cold but we believe it may taste better hot.  As
set forth below, only as recently as the end of our first quarter did we begun
featuring this newer Active UpLift® flavor in local grocery stores.  We are also in the process of
developing other energy drink-related products for sale in interstate
commerce.  Although
Internet sales of Active UpLift® have significantly increased in recent months,
our principal marketing strategy has been to do what is necessary to get Active
UpLift® carried and featured in retail grocery stores and convenience stores
around the country.  In this regard and as further described below, we have
made substantial progress over the last 6 to 9 months.  As a result of our
recent retail successes, we no longer anticipate relying exclusively on the
Internet for the majority of our sales.  Because our current Active UpLift®
product has been on the market less than a year, we have had little opportunity
to engage in specific or extensive advertising campaigns though we fully intend
to.  This is 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.  As a result, we lacked the opportunity to generate
significant revenue during 2007 and have only generated or realized nominal
revenues from our operations during our first three quarters of 2008.  During the third quarter and among
other things, we spent much of our time and energy on redesigning our display
boxes that are on the shelves at the various retail outlets carrying our
product.  These outlets or venues are in located in Utah, Colorado,
Florida, Arizona, Texas and California.  We felt that, because the existing
design contained outdated information, it was necessary to make the design
change to keep up with the competition and otherwise protect our intellectual
property rights.  Now that the redesign is completed, we are currently in
the process of re-setting the shelves at those retail outlets.  This
re-set is completed in the Harmons stores in Utah and we are completing our
plan to reset the Albertsons and Ralphs stores throughout the remainder of our
market areas.  While that reset is in process, we will continue to
aggressively pursue the placement of our product in other retail locations
throughout the country.  We are completing development of a
new product that will compete directly with the one shot energy drinks that
are currently being marketed in convenience stores and grocery stores throughout
the country.  Our initial market test with a locally owned convenience
store chain was well received.  This feedback made us feel confident about
continuing the development process and getting this new product to market.
 In this regard, we have recently engaged intellectual property attorneys
to register a trade name, trademark and/or service mark on this new energy spray
product that we are developing for sale, the name for which we have not as yet
disclosed.  Because of an emergency management
change at Maverick Convenience Stores during the quarter, negotiations with
Maverick to carry Active UpLift® were slow, which was another reason for our
decision to take the time, during the quarter, to redesign and update our
delivery boxes.  Now that the changes in Maverick management have been
completed, they have asked us to start supplying their stores with our original
Active UpLift® product and, as soon as we are ready, with our
soon-to-be-developed product that will compete directly with other one shot
energy drinks.  That product is now being finalized for manufacture and may
be available to set into Maverick stores by Christmas.  Retail store placements generally
require a certain amount of money to be spent on advertising.  Accordingly,
we have started in-store tasting and educational demonstrations (demos) in
Utah and elsewhere.  We have completed the first round of in-store demos in
Colorado and Arizona and are currently conducting demos in Texas and Florida.
 To support our growing markets in Colorado, Arizona, Florida and Texas, we
have begun a modest advertising campaign aimed specifically at those markets.
 Starting with magazine ads in Colorado, we intend to spread those ads into
the other states throughout the fourth quarter of 2008 and into the first
quarter of 2009.  To support our magazine ads, we have redesigned our
website to be more animated, sophisticated and user-friendly.  Internet
sales have increased throughout the third quarter, which led us to the decision
to redesign and upgrade of our website.  We now have two website addresses:
 www.upliftnutrition.com or www.upliftenergy.com.  We hope to follow
the foregoing marketing strategies with continued sponsorship of nationally
known athletic events such as marathons, bike races, and those typical events
that require healthy energy drinks for the participants and followers.
 What we anticipate budgeting for the remainder of 2008 has been disclosed
in our Annual Report on Form 10-K that was filed on





Edgar last
March. We do not believe that we have deviated significantly from that plan.
 Reference is thus made to that document.  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
2007 Annual Report on Form 10-K filed on Edgar in March.  Because we are still a development stage
company and our new Active UpLift® product has only recently been suitable for
offer and sale in interstate commerce, and on a retail basis, we have only
generated or realized nominal revenues from our operations through the end of
our third 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, a Wyoming limited liability company, the preparation and filing
of our Form 10-SB registration statement late last year, the recent preparation
and filing of our Annual Report on Form 10-K, a report containing audited
financial statements, and otherwise continuing to be current in our reporting
obligations with the 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 74.5%
ownership interest in us, has an obvious vested interest in seeing us
successfully market our product.  For our third quarter ended
September 30, 2008, we incurred fees and expenses totaling $26,240.  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  As stated above, our existing Active
UpLift® product was only completed as recently as the end of last year for sale
to the public.  Given that and given managements recent decision to
redesign our delivery or colored retail boxes, we have had limited opportunities
to date to engage in specific marketing and advertising campaigns.  So far,
the only significant advertising campaigns we have undertaken have been in
store demos that have either already been completed or are scheduled to be done
by the middle of November.  We are, however, placing an ad in Denver
Magazine to run during the months of October and November of 2008 and again
during the months of January and March of 2009.  In addition to these
efforts, we anticipate having to continue 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 will be
necessary to spend with retail distributors on advertising, although we
anticipate that it will be a significant amount of our 2009 budget.
  Although we have signed a distribution agreement with one
distributor in Idaho that has a 7,000 plus retail store distribution, and have
now placed product in as many as 357 of their Albertsons stores, we have no way
of predicting our potential success in this regard.  During the first nine
months of 2008, we have made significant progress in getting our product carried
in three retail grocery store chains, namely, Albertsons, Ralphs and Harmons.
 Accordingly, we believe our ability to sell our product in retail food and
grocery stores holds more of the key to our success rather 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 September 30, 2008, our cash
balance in our checking account was $1,542 and as of the date of this quarterly
report, it is $836.  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 our third quarter, we received
cash payments of $2,615 from Albertsons on sales during our second and third
quarters of 2008.  During our third quarter, our
majority shareholder, Uplift Holdings, loaned or advanced us an additional
$42,500.  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 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.  For the third quarter, we have
accrued $5,682 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 September 30, 2008, we
owe stockholders a total of $311,389 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 two or three 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. We believe that this
time period is consistent with the disclosure in our Plan of Operation described
below in that we believe that within two or three years, we should be able to
successfully carry out our business plan.  If a determination is made by
management within the next two or 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
two or 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 two or three years, particularly if it appears that we
will indeed be able to successfully carry out our business plan if we continue
beyond that time.  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 private placement of our shares, the formof 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.  New Developments and
Initiatives during Our Third Quarter.  Aside from the new packaging or
display box modifications discussed above, during our third quarter, we
continued working on the final development of a new "Super Juice" drink formula.
 In this regard, we started a taste and effects test on a selected group
of over 25 individuals, some from within the Company and some from outside of
the Company.  For this test, we ordered and received 80 kilos of finished
product and are near the end of a controlled 8 week test.  Most of our
responses have been very positive and we believe that everyone that has used the
product has enjoyed it.  During our last quarter and more
recently, we completed a short video introducing and explaining our new, Super
Juice drink product.  This video clip is ready to be shown to potential
investor groups, the public and retailers.  The total cost of the video was
$8,000, $4,000 of which was paid during this quarter.  Our
principal or majority stockholder has financed these efforts.  We have not
as yet publicly announced or unveiled a name for our new Super Juice product.  During the quarter, we also completed
and performed initial taste testing on our new energy spray product mentioned
above.  We do not, as yet, have a name for it and it is some time away from
being sold in retail stores.  Management is very excited about the
marketing possibilities for this new product.   The spray is an all
day energy spray that will be taken orally for faster ingestion into the body.
 As stated above, we are in the process of applying for trademark and
service mark recognition of this new product and will announce the name of this
product at the appropriate time.  The further development of our
new Green Tea Diet energy drink product is currently on hold until we finish
or complete the development of our new "Super Juice" and our new energy spray
products mentioned above.  PLAN OF OPERATION





Our
principal business plan has been 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 retail food store
chains and specialty health food outlets.  This assumption has proven to be
correct in that we now have relationships with three large retailers and their
distributors.  We intend to compliment this marketing strategy by also
offering our products 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 being able to feature
Active UpLift® in the retail stores mentioned above, we currently estimate less
than anticipated sales and gross revenue for the fourth quarter.  This is
because we are not certain that we will be able to get our two new products to
the retail market during the fourth quarter, nor do we know what initial sales
might be.  Having just begun our operations at the end of 2007, we feel
that what we have done so far remains a remarkable accomplishment in such a
short period of time.  Our Website  During the quarter, we redesigned our
website and another website address has been added for the convenience of our
e-Commerce customers.  Our web addresses are: www.upliftnutrition.com and www.upliftenergy.com.  The second
website address was added because of the name recognition it had attracted
before we acquired its predecessor company in 2006.  Our website is hosted
by 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 September 30, 2008, inventory
consisted of $15,663 in raw materials, which includes the newly redesigned
15-pack display boxes, $13,301 in finished goods, and $12,986 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 725
boxes (each box  contains 15 packets ) of our new apple-cinnamon cold or
hot flavor drink, 593 boxes  (same as above) of the original Active UpLift®
raspberry-lemonade flavored drink, and 35 kilos of the
raspberry-lemonade flavor in bulk.  This entire inventory, with the
exception of the 35 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 third party 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 continued 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 three 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.  During the fourth quarter we intend
to become more aggressive in our effort to place more product with other large
retail grocery stores, convenience stores and health food stores.  There is little doubt that 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,
with a retail price of $15.95 per box, our profit could range from $4.20 to
$10.65 (depending on volume and wholesale prices).  As a result, we intend
to focus our efforts on selling our own product in retail stores and on-line.
 Already we have met with additional 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.  Recently,
we have been conducting in store demonstrations at all of our Albertsons and
Harmons store locations.  The demos have been ongoing throughout the third
quarter and will be finished by the middle of the fourth quarter. We have also
started an advertising campaign in a Denver, Colorado, magazine.  The ad
has already run in the October issue and is scheduled to run in the November
2008 issue and again in the January and March 2009 issues of Denver
Magazine.  Whether more marketing and advertising is bought will be
depend on the feedback we receive from these first new advertising campaigns,
all of which are designed to send potential consumers to our newly redesigned
website.  As set forth elsewhere herein, we
also plan to advertise on other websites, links to other on-line retailers,
specialty websites, and possibly specialty food magazines.  For further information in this
regard, reference is made to our Annual Report on Form 10-K.  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-K 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-K
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;  (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 two or three 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 two or three 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 two or 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 are always in the process of evaluating our business plan.
At the expiration of two or three 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 third quarter ended September 30,
2008, Uplift Holdings





advanced
us an additional $45,000.  This figure is carried on our balance sheet as a
liability.  See our financial statements in Item 1 above.  Subsequent
to September 30, 2008, Uplift Holdings has not advanced us any additional money.   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 last year, or for
some-nine months, our management, including our chief executive officer and
chief financial officer, nonetheless assessed the  effectiveness of our internal control over
financial reporting as of September 30, 2008.   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 September 30, 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.  We are currently in the
development stage with insufficient working capital to employ personnel to
carryout the daily operations.  All of our functions are currently carried
out by our 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, we have insufficient personnel to provide adequate segregation of duties
related to the initiation, authorization/approval, and recording of financial
transactions.  In addition, due to our current financial constraints and
lack of personnel, we have not yet developed and implemented appropriate
internal controls over financial reporting, including controls to ensure that
all expenditures are recorded on our books, in the appropriate period and in a
timely manner, not to mention 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.  With respect to new developments and
progress we have made during the quarter, reference is made to the heading above
titled New Developments and Initiatives During the Quarter.   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   None during the third quarter. 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:
November 13, 2008

By:
/s/ Gary C. LewisGary C. LewisPresident, 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:
November 13, 2008

By:
/s/ Gary C. LewisGary C. LewisPresident, Chief Executive
Officer and CFO (Principal Accounting and Financial OfficerDate:
November 13, 2008

By:
/s/ Edward HallEdward HallChairman of the
Board