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, 2009 ( ) 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 1, 2009Common 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)  MARCH 31, 2009      2      UPLIFT NUTRITION, INC. [A Development Stage Company]  FINANCIAL STATEMENTS (UNAUDITED)   CONTENTS    PAGE    Balance
Sheets, March 31, 2009 (unaudited) and December 31, 2008 4  Unaudited
Statements of Operations, for the three months ended March 31, 2009 and 2008
and for the period from March 7, 2005 (date of inception) through
March 31, 2009 5  Unaudited
Statement of Stockholders Equity (Deficit) 6  Unaudited
Statements of Cash Flows, for the three months ended March 31, 2009
and 2008 and for the period from March 7, 2005 (date
of inception) through March 31, 2009 7  Notes to
Unaudited Financial Statements 8     3


UPLIFT
NUTRITION, INC. [A Development Stage Company]  BALANCE SHEETS  March 31,

December 31,2009

2008ASSETS

(Unaudited)Current AssetsCash

$                   
 -

$
           4,183Accounts Receivable, net

-

-Inventories

32,197

29,017Fixed Assets, at cost,
net

1,801

-Prepaid Expenses

15,232

1,679Total
Current Assets

49,230

34,879Intangible Assets, net

6,272

4,694Total Assets

$
         55,502

$
          39,573LIABILITIES AND STOCKHOLDER
DEFICITCurrent LiabilitiesAccounts Payable

$
         54,998

$
          28,294Accrued Interest Payable - Related
Party

34,821

27,317Deferred Revenue

22,944

22,674Stockholder Advances

367,530

335,330Total
Current Liabilities

480,293

413,615Commitments and Contingencies

-

-Stockholders' DeficitCommon
Stock; $0.001 Par Value, 100,000,000 Shares Authorized
    24,216,944 Shares Issued and Outstanding at March
31, 2009 and December 31, 2008

24,217

24,217Capital in Excess of Par
Value

317,104

317,104Deficit Accumulated During
Development Stage

(766,112)

(715,363)Total
Stockholders' Deficit

(424,791)

(374,042)Total Liabilities and Stockholders
Deficit

$
         55,502

$
          39,573      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 31,2009

2008

2009Net Sales

$
            328

$
          2,549

$
              8,026Cost of Goods Sold

170

2,335

20,481Gross Profit
(Loss)

158

214

(12,455)Operating ExpensesMarketing

9,019

11,741

132,703Consulting

27,455

25,907

229,867Other General
and Administrative

6,921

5,682

124,483Salaries and
Wages

-

-

215,250Provision
for Non-collectible Receivables

-

-

12,480Total Operating Expenses

43,395

43,330

714,783Loss From
Operations

(43,237)

(43,116)

(727,238)Other ExpenseLoss on
disposal of assets

-

-

(1,764)Interest Expense-
Related Party

(7,512)

(3,807)

(37,110)Total Other Expense

(7,512)

(3,807)

(40,909)Loss Before Income
Taxes

(50,749)

(46,923)

(766,112)Provision for Income
Taxes

-

-

-Net Loss

$
    ( 50,749)

$
    ( 46,923)

$
      (766,112)Loss per common stock
outstanding computed on net loss, basic and fully diluted

$
          (0.00)

$
          (0.00)Weighted  average number of
shares outstanding  basic and fully diluted

24,216,944

24,216,944    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, 2009 Common Stock

Capital in Excess of Par

Deficit Accumulated During Development

Total Stockholders EquityShares

Amount

Value

Stage

(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 year ended
December
31, 2008
-

-

-

(234,289)

(234,289)Balance
at December 31, 2008
24,216,944

24,217

317,104

(715,363)

(374,042)Net Loss for the three months ended
March 31, 2009
-

-

-

(50,749)

(50,749)Balance at March 31,
2009
24,216,944

$ 24,217

$ 317,104

$ (766,112)

$ (424,791)
    (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) Period fromMarch 7, 2005For the three months
ended

(date of
inception)March 31,

Through2009

2008

March 31, 2009Cash
flows from operating activitiesNet
loss
$
(50,749)
$
(46,923)
$
(766,112)Adjustments
to reconcile net loss to net cash used in operating activitiesDepreciation
and amortization

147

266

4,317Stock
issued for services

-

-

298,250Provision
for accounts receivable

-

-

12,480Loss on
disposal of website

-

-

1,764Changes in
assets and liabilitiesIncrease in
receivables

-

(9,945)

(12,480)Increase in
inventory

(3,180)

(891)

(32,197)Increase in
prepaid expenses

(13,553)

(3,688)

(15,232)Increase in
accounts payable

26,704

1,427

54,998Increase in
deferred revenue

270

9,785

22,944Increase in
accrued interest  related party

7,504

3,722

34,821Total
adjustments

17,892

676

369,665Net
cash used in operating activities

(32,857)

(46,247)

(396,447)Net
cash flows from investing activitiesPayments
for website development

-

-

(5,735)Purchase
of fixed assets

(1,826)

-

(1,826)Payments
for definite-life intangible assets

(1,700)

-

(6,593)Net
cash used in investing activities

(3,526)

-

(14,154)Cash
flows from financing activitiesProceeds
from issuance of common stock

-

-

1,000Shareholder
contributions

-

-

42,071Net
advances from shareholders

32,200

38,725

367,530Net
cash provided by financing activities

32,200

38,725

410,601Net
decrease in cash

(4,183)

(7,522)

-Cash
at beginning of period

4,183

9,642

-Cash
at end of period
$
-
$
2,120
$
-Supplemental
disclosures of cash flow informationCash
paid during the period forInterest
$
-
$
-
$
272Income
taxes

-

-

-  The accompanying notes are an integral part
of these unaudited financial statements.      7    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, 2008 audited
financial statements and notes thereto for Uplift Nutrition, Inc.  The
results of operations for the periods ended March 31, 2009 and 2008 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 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 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 balance of accounts receivable at December 31, 2008 was
$12,480.  During the Companys third quarter of 2008 the Company incurred
$12,480 of expenses that by contract were recoverable from a third party.
 The Company recorded this recoverable amount as non-trade receivables.
During the fourth quarter the Company determined that the receivable would be
difficult and expensive to recover from the third party.  As a result, the
Company has established an allowance for doubtful accounts totaling $12,480
against those receivables.  8    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 definite-life intangible assets.  The
Company accounts for definite-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, 2008
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 March 31, 2009 and December 31, 2008 the Company has
recorded deferred revenue of $22,944 and $22,674 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) estimated at the date at which the sales incentive
is offered based on historical redemption experience.  Advertising Cost Cost incurred in
connection with advertising of the Companys products are expensed as incurred.
 Such costs amounted to $9,019 and $11,741 for the three months ended March
31, 2009 and 2008, 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
March 31, 2009 and 2008 were $0 and $1,003 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.  9    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 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.  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.  Note 2  Going Concern  The accompanying financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America, which contemplate continuation of the Company
as a going concern. However, the Company has sustained losses of $766,112 from
May 7, 2005 (inception) through March 31, 2009 including a loss of $50,749 for
the three months ended March 31, 2009. Current liabilities exceed current assets
by $431,063 at March 31, 2009. The Company has recognized minimal revenue during
its developmental stage (from May 7, 2005 (inception) through March 31, 2009),
which raises substantial doubt about the Companys ability to continue as a
going concern.  In view of the matters described in
the preceding paragraph, recoverability of a major portion of the recorded asset
amounts shown in the accompanying consolidated balance sheet is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company's ability to meet its current obligations on a continuing basis, to
obtain financing, to acquire additional capital from investors, and to succeed
in its future operations. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue in existence.  The Company needs
to obtain capital, either long-term debt or equity to continue the
implementation of its overall business plan.  The Company plans on pursuing
the additional capital necessary to continue its overall business plan.  Note 3  Related Party
Transactions  As of March 31, 2009,
the Company owes an officer/director approximately $6,900 from 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 March 31, 2009 and 2008,
the Company recorded interest expense of $140 and $139 respectively. The Company
made no interest payments during the three months ended March 31, 2009.
 Accrued interest on this note as of March 31, 2009 and 2008 was $668 and
$107, respectively.  As of March 31, 2009,
the Company owes Uplift Holdings, LLC., a majority stockholder has a total of
$360,630 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
March 31, 2009 and 2008, the Company recorded interest expense of $7,372 and
$3,668, respectively. The Company made no interest payments during the three
months ended March 31, 2009.   Accrued interest on this note as of
March 31, 2009 and 2008 was $34,153 and $11,880, respectively.  10    UPLIFT
NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note 4  Inventory and Consigned
Inventory  Inventory consists
of the following at March 31, 2009  Raw materials and
supplies
$
                        8,285Finished goods
8,58916,874Consigned
inventory
15,323Total
inventory
$
                      32,197  At March 31,
2009, the Company had $15,323 ($15,153 as of December 31, 2008) of consigned
inventory 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.  Note 5  Website Development
Costs  Website
development costs consisted of the following at:  Useful Life

March 31,
2009

December 31,
2008Website development costs
3 years

$
           3,195

$
           3,195Less accumulated amortization


(3,195)

(2,485)Net website
development costs


$
                  -

$
              710  Amortization expense
amounted to $0 for the three months March 31, 2009 ($266 for the three months
ended March 31, 2008).  Note 6  Intangible Assets  As of March 31, 2009
 Intangible assets consist of Trademark application costs totaling $6,593
net of $321 of amortization expenses ($4,694 net of $199 in amortization, as of
December 31, 2008) and relating to nutritional supplements products 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, 2009 and 2008.  Three Months EndedMarch 31,2009


2008Net
loss

$
50,749


$
46,923Weighted average number of
common shares outstanding used in basic and diluted loss per share


24,216,994



24,216,994  The Company had no
potentially dilutive common stock equivalents issued for any period presented.  11    UPLIFT
NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note 8  Stockholders Deficit  The Company had
24,216,944 common shares issued and outstanding at March 31, 2009 and December
31, 2008.  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.  During June 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.  During March 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 December 2007,
the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS
141R).SFAS 141R establishes the requirements for how an acquirer recognizes and
measures the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill acquired. SFAS 141R
also establishes disclosure requirements for business combinations. SFAS 141R is
effective for annual periods beginning after December 31, 2008 and should be
applied prospectively for all business combinations entered into after the date
of adoption.  SFAS 141R will impact the Companys accounting for any
business combinations.  During 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 was effective as of the beginning of
the Companys 2008 fiscal year. The adoption of SFAS No. 159 did not 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 will evaluate the impact SFAS No. 160 on any business combinations in
future financial statements.    12    UPLIFT
NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED FINANCIAL STATEMENTS  Note 10  Recently Enacted Accounting
Standards  (Continued)  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.  During 2008, the FASB
issued Staff Position No. 142-3, Determination of the Useful Life of Intangible
Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under SFAS 142. FSP 142-3 is effective for fiscal
years beginning after December 15, 2008. Management does not believe the
adoption of FSP 142-3 will impact the Companys accounting for any business
combinations completed after January 1, 2009.  During 2008, the FASB
issued Staff Position No. 157-3, Determining Fair Value of a Financial Asset in
a Market That Is Not Active (FSP 157-3). FSP 157-3 clarifies the application
of SFAS No. 157, Fair Value Measurements, as it relates to the valuation of
financial assets in a market that is not active for those financial assets. FSP
157-3 is financial statements issued for fiscal years beginning after December
15, 2008, and interim periods within those years. Management does not believe
the adoption of FSP EITF 03-6-1 will have a material impact on the Companys
combined financial statements.   During 2008, the FASB
issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging
Activities (SFAS 161), which requires certain disclosures related to
derivative instruments. SFAS 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008.
Management does not believe the adoption of SFAS 161 to have a material impact
on its combined financial position, results of operations or cash flows.  Note 11  Subsequent Event  Subsequent to the
quarter end, a stockholder advanced an additional $30,000.  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 currently offers and sells a new natural energy and
health drink called Active UpLift® in two different flavors.  This product
is currently marketed on a retail basis and also through our two (2) websites:
 www.upliftnutrition.com and
www.upliftenergy.com.  During our fourth quarter of last
year and the first quarter of this year, we completed the development of a new
All Day Energy Spray product and are now ready to start production.  This
new product will come in four flavors and, hopefully, should be available, on a
non-testing basis, no later than the end of the second or third quarter of this
year.  This new product is designed to compete directly with the one shot
energy drinks that are currently being marketed in convenience stores and
grocery stores throughout the country.  We have also given samples to
competitive ATV riders.  Currently, we are test marketing the product in 12
local convenience stores and so far, it has been well received.  This
feedback has made us feel confident about continuing the development process and
getting this new product to market.  In this regard, we have also 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 decided on or otherwise disclosed.  In addition to the foregoing, just
after the end of our first quarter, on April 7, 2009, we issued a press release
in which we unveiled and announced our newest health drink product known as
EpiGaia.  We followed up that press release with a Form 8-K.  See
Item 6, below titled Exhibits and Reports on Form 8-K.  This product was
formulated by one of our directors, namely, Edward H. Hall, Sr., who personally
filed for a nutritional formulation patent with the U.S. Patent and Trademark
Office last November, all at his own expense.   As a result of the
value that management saw in this unique formulation, we entered into a License
Agreement with this director, as licensor, on April 3, 2009.  In doing so,
Mr. Hall, the interested director, abstained from approving the Agreement.
 We also complied with the requirements of Nevada law that relate to
transactions with interested persons.  That is to say, all disinterested
directors approved the License Agreement and all believe that its terms are fair
and in the best interests of the Company.  Under the License Agreement, an
agreement which is non-exclusive, the technology licensed to us by Mr. Hall is
defined as any and all technology disclosed in and/or subject of the patent
rights or other intellectual property rights of any kind resulting from, or
involving, United States Provisional Patent Application  filed by the
Licensor on November 13, 2008 and entitled Nutritional Supplements and their
Methods of Making and any subsequent patents or patent applications filed in
the United States which claim priority directly or indirectly to such patent
application including all non-provisional, divisional, continuation,
continuation-in-part, renewal or substitute applications.  Under the License Agreement, our
Licensor is entitled to receive a 5% royalty on net sales of between $ 0 and
$1 million.  Any net sales exceeding $1 million shall entitle the licensor
to a 3% royalty.  Net sales under the Agreement is defined as the gross
dollar amount collected by Licensee from its customers, whether such customer is
a distributor, wholesaler, retailer, end-user, or any other third party, for
Licensed Products sold, leased, or otherwise commercially transferred by
Licensee, less: 1) any discounts or rebates actually applied; 2) any tax or
governmental charge included in such gross dollar amount, which is imposed
directly on, or measured by, the sale, lease or transfer, transportation,
delivery or use of the Licensed Product, other than any taxes or charges on the
sellers net income, unless it is actually reimbursed; 3) actual allowances for
returned Licensed Products.  For more specific information in regard to the
License Agreement, reference is made to the Agreement itself, attached hereto as
an exhibit.  See Item 6 below.  The Agreement also provides that any
changes or innovations to the licensed technology added by us shall belong to
the licensor.  We believe that this provision is typical in license
agreements of this type.  The Agreement can be terminated upon the mutual
agreement of the parties.  We are including the TM or
trademark designation next to the name EpiGaia in that, on May 7, 2009, UpLift
applied, through intellectual property counsel, for a federal trademark and
trade name with the U.S. Patent and Trademark office in Washington, D.C.
 In addition to applying for a federal trademark and trade relative to the
name EpiGaia, on the same date we also applied for a trade name and trademark
for the names Epigenic Health and Epigenic Wellness.  These three
applications are identified by Serial Nos.77/.731,844, 77/731,917 and
77/731,888, respectively.   We intend to use the TM designation in
connection with our use of any of these marks.  These three federal
trademark applications are pending.  We have no way of knowing, at the
present, time if our applications will be granted, or, if they or any of them
are, when that might occur.  Knowing or anticipating that we would
be licensing the EpiGaia patent-pending formulation from one of our directors,
we have also made an effort to further modify the formulation and flavor of the
new product through the work of two of our officers, namely, Jessica Rampton,
our chief science officer, and Jenny Nebeker, our genetic genealogist.
 EpiGaia is based on applying the science of genetics, genealogy,
anthropology and biology to nutritional health.  Rampton and Nebeker have
worked diligently to attempt to translate major human ancestral migratory paths,
revealed in genetic tests, into a roadmap of what our human ancestors digested
as far back as the last Ice Age.  We are hopeful that genetic history can
help  14    play an
important and significant role in determining which nutrients are ideal for a
particular group of people.  This is the concept behind EpiGaia.  Having finished our development and
final formulation of EpiGaia, we hope to start production and retail sales by
our third quarter of this year.  In the meantime, we have created a website
owned by us and exclusively devoted to EpiGaia, how it works, and what we
believe it offers to the consumer.  Investors and interested parties are
encouraged to visit www.EpiGaia.com.  We have spent
considerable time and energy developing this sister website.  See the
section below titled Our Websites.  It is also our intention to continue
to do what is necessary to get our new products carried in retail grocery and
health food stores around the country.  In this regard, we have made
substantial progress over the last year.  Although our retail marketing
efforts have been reasonably successful so far, as a result of current economic
conditions , we have tried to become more aggressive in internet marketing. We
have begun a try it free campaign that was recently launched.  Early
results have been positive, but it is too early to tell what impact the campaign
 will actually have on overall sales of our Active UpLift® health drink.
..Once again, our websites are www.upliftnutrition.com and www.upliftenergy.com and, more recently,
www.EpiGaia.com.  Once we have
finalized our All Day Energy Spray and are ready to sell it to the public, we
plan to offer it on our existing websites.  During the quarter and
subsequent to the quarter end, we obtained a web address specifically dedicated
to All Day Energy Spray.  The web address for All Day Energy Spray is
www. alldayenergyspray.com.  Since All Day Energy Spray lacks a website
of its own, anyone who types in www.alldayenergyspray.com will taken
directly to our website, www.upliftenergy.com.  During our first quarter ended March
31, 2009, we generated or realized $328 in revenue net of discounts and coupons
 from the sale of Active UpLift®.  During the quarter, we did not ship
any cases of Active UpLift® to re-stock supplies in any Ralphs grocery stores..
 As of the date of this document, we also did not ship any additional cases
of Active UpLift® to the distribution center in Oklahoma for the purpose of
re-stocking Albertsons grocery stores throughout Colorado and Arizona.
 During the quarter, we did, however, ship a total of 6 cases of both
flavors of  Active Uplift® to several Harmons grocery stores in the State
of Utah.  What product is not sold out of the cases we ship can be returned
to us by the retailer and the retailers account with us credited accordingly.  Each of the foregoing store
placements requires a certain amount of money to be spent on advertising.
 Accordingly, as of March 31, 2009, we had essentially completed in store
demos in all the store locations that carry our product for sale.  For
example, we have completed the first round of in-store demos in Colorado and
Arizona and have also conducted 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.  Furthermore, we
have been and are planning to schedule more local and regional sporting events
such as runs conventions and other athletic events that are heavily attended and
in which we will act as major sponsors.  We did not do such during our
first quarter, however, with the exception that we gave out samples of our All
Day Energy Spray to some competitive ATV riders, all in anticipation of an
endorsement by one of them, something we are following through on.  We have
also placed ads in regional magazines and periodicals throughout our market
regions.  To support our magazine ads, we recently modified our website to
be more animated, sophisticated and user-friendly.  We hope to follow the
foregoing marketing strategies with continued sponsorship of nationally known
athletic events such as marathons, bike races, ATV competitions, and those
typical events that require healthy energy drinks for the participants and
spectators. What we anticipate budgeting for this type of expense is set forth
in our budget for 2009 contained in our Annual Report on Form 10-K filed on
Edgar last March.   Reference is thus made to that document.
 These promotional activities include not only advertising dollars but
contribution of product samples, give-aways, promotional coupons and retail
store cooperative advertising, our total marketing expenses were $11,741 and
$9,091for the quarters ended March 31, 2008 and March 31, 2009,
respectively.  All but approximately 400 of our
promotional coupons mentioned in the previous paragraph have now expired. The
400 that have not expired have a NO EXPIRATION date on them, so they can be
used anytime in the future.  However, management believes that most of
these coupons have been lost or destroyed as we have redeemed less that 1% of
these coupons.  General administrative expense
increased from $5,682 to $6,921 for the period ended March 31, 2008 and 2009,
respectively.  Cost of goods sold increased from $
2,335 to $170 for the quarters ended March 31, 2008, and March 31, 2009,
respectively.   15    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
2008 Annual Report on Form 10-K filed on Edgar in March.  Reference is also made to the section
immediately below titled Liquidity and Capital Requirements.  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 first quarter of 2009.  Our gross income
from sales for our first quarter was $158.  Our lack of substantial revenue
and sales is currently a result of not yet having established normalized
operations that would generate significant revenue or establish a pattern of
expenditures that correlate with revenue.  Since our emergence 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 in 2007, 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 U.S. Securities and Exchange Commission (Commission). Funding of
these and other expenses is from working capital provided by our majority
stockholder, namely, Uplift Holdings, LLC, an entity which, because of its over
75% ownership interest in us, has an obvious vested interest in seeing us
successfully market our current and new products.  For our first quarter ended
March 31, 2009, we incurred fees and expenses totaling $43,395.  These fees
and expenses have been for accounting fees, legal fees, transfer agent fees,
promotional and marketing expenses.  Liquidity and Capital
Requirements  During our
first quarter ended March 31, 2009, our current assets increased approximately
$14,350 primarily due to an increase in other assets of approximately $15,232.
 This increase is primarily due to prepaid expenses.  During the same
time frame, total assets increased approximately $15,930 from approximately
$39,570 to $55,502 primarily from the increase in prepaid expenses included in
current assets and an increase in intangible assets representing the costs of
filing trademarks.  During our first quarter ended March
31, 2009, current liabilities increased from approximately $413,000 to
approximately $480,300, an approximate $66,300 increase.  There are several
factors that contributed to this net increase in current liabilities during the
period, including an increase of approximately $32,200 in advances from
shareholders, an increase of approximately $7,500 in accrued interest payable to
related parties, and an increase to accounts payable of approximately $26,700.
 Deferred revenue also increased approximately $270. Deferred revenues are
Company products in retail locations for which we have been paid but the right
of return has not lapsed so we are unable to record the revenue.  Our sales decreased  by
approximately $2,220  as compared to the same quarter of last year. 
Our cost of sales decreased  by approximately $2,165 as compared to our
same quarter of last year.   For the three months ended March 31,
2009, our total operating expenses increased 1.5 percent or by approximately $65
as compared to March 31, 2008.  As of March 31, 2009, our cash
balance in our checking account was $ 0 and as of the date of this quarterly
report, it is $1,825.  What we have in our checking or bank account at any
given time is insignificant inasmuch as our working capital is provided by our
majority shareholder.  The continuation
of our current plan of operation will depend on our ability to raise substantial
additional capital, of which there can be no assurance.During the quarter, our majority
shareholder, Uplift Holdings, loaned or advanced us an additional $32,000.
 Though we are accruing 8% interest per annum on the amounts provided by
our majority shareholder, these advances do not require interest payments at the
present time and, unless or until we become profitable, we do not believe it
likely that our agreement with our majority shareholder, Uplift Holdings, would
be modified to require such.  Uplift Holdings loans are considered or
designated by us as "advances," inasmuch as they do not require that we pay
interest payments unless demand is made to do so.  While we accrue interest
on the on-going balance, we currently have no way of paying any interest
payments to Uplift Holdings.  As of March 31, 2009, we have accrued
approximately $34,800 in interest due and owing stockholders.  In the event
we modify our oral agreement in the future with Uplift Holdings so that we are
required to pay interest, we do not believe it would have any material impact on
us or our liquidity because both we and Uplift Holdings would not agree to such
a modification unless we were profitable and could afford to make such interest
payments. Though we have nothing definitive in writing with our majority
shareholder, 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, 2009, we
recorded stockholder advances and accrued interest totaling $402,351.  16     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 more than
likely for 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.  We can make no such prediction simply
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 First Quarter.  Aside from the new packaging or
display box modifications discussed in our recent annual Report on Form 10-K,
during our first quarter, we continued working on the final development of our
new "Super Juice" drink formula known as EpiGaia which we unveiled and
announced in a press release on April 7.  Reference is made to www.EpiGaia.com.  In this regard, we
have commenced a taste and effects test on a selected number  of over 25
individuals.  For this test, we ordered and received 25 kilos of finished
product and are near  the end of  that test period .  Responses
from both tests have been positive and we believe that everyone that has used
the product has enjoyed it or expressed some benefit from it.  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 and is available on EpiGaias website.
 Significantly, we have substantial additional information about the
product on EpiGaias website and therefore, we encourage all investors and
interested parties to visit it.  During the last quarter of 2008 and
this first quarter, we also completed and performed initial taste testing on our
All Day 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 that we have mentioned in previous Edgar
filings has been on hold until we commence actual sales EpiGaia and our new
All Day Energy Spray product mentioned above.  PLAN OF OPERATION  Our principal business plan has been
to promote, market and sell our unique powdered natural energy and health drink,
Active UpLift®, through traditional retail distributors, who, in turn, will
supply our product to retail grocery, 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 retail grocery store chains and their
distributors. We have tried to compliment this marketing strategy by also
offering our products on and through the Internet.  Because our principal
product at the present time, Active Uplift®, is a new and improved product and
we are essentially a start-up enterprise, the dietary supplement and nutrition
industry is largely unfamiliar, at this stage, with Active Uplift®, not to
mention our new Apple Cinnamon-flavored hot drink version of this same product.
 For this reason, we believe it will take some time for these two products,
including our new All Day Energy Spray, not to mention EpiGaia, to "catch on"
and for any significant or meaningful sales to occur.  As stated above, our principal
product currently offered for sale to the public, Active UpLift®, was only
completed as recently as the end of 2007 for sale to the public.  Given
that and given managements recent decision to redesign our  17    colored
retail delivery 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 in the future.
 We have placed an ad in Denver Magazine that ran during the
fourth quarter of last year and again during our first quarter 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.  Nor do we know if they
will carry our new All Day Energy Spray product or EpiGaia, once those two
products are ready and available for sale to the public. Last year, we 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 for our
budget for on-line advertising, if we choose to do so, reference is made to our
Annual Report on Form 10-K.  As a result of featuring Active
UpLift® in various retail stores mentioned above, we currently estimate less
than anticipated sales and gross revenue for our second and third quarters of
this year.  This is because we have, to some degree, been side-tracked and
have otherwise been devoting more time and energy to the completion of our All
Day Energy Spray product and EpiGaia.  Though we do not know for sure,
these efforts to complete these two new products, and, at the same time, obtain
the necessary intellectual property protections, may have detracted, to some
degree, from our ability to concentrate on increasing sales of Active UpLift®,
 Having said this, we are also not certain that we will be able to get our
two new products to the retail market during the forthcoming second and third
quarters, nor do we have any way of knowing or predicting what sales might be.
 Having just begun our operations at the end of 2007 and having two newer
products to now introduce into the market for the first time, namely, our All
Day Energy Spray product and EpiGaia, we feel that what we have done in the
last year and a half remains a significant accomplishment or achievement
 in such a short period of time. Our Websites  During our fourth quarter of last
year, we redesigned our UpLift 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.  We have created a new website for our
EpiGaia product that we have only recently launched.  It is www.EpiGaia.com.  Come this summer, we
plan to offer the product directly on such website.  We have spent an
enormous amount of time and energy on this website and encourage any investor or
interested person to visit it.  As of the date of this report, we do
have a website address for our All Day Energy Spray that we are currently
market testing at 12 local convenience stores.  As mentioned above, that
website address is www.alldayenergyspray.com. However, because
we dont have, and probably wont have, a specific website dedicated exclusively
to this product, this web address automatically takes a web user to Uplifts
website.  Inventory  As of March 31, 2009, inventory
consisted of $8,285 in raw materials, which includes our newly redesigned
14-pack display boxes, $8,589 in finished goods, and $15,323 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
 4269 boxes (each box contains 14 packets ) of our new Active UpLift®
apple-cinnamon cold or hot flavor drink,  4380 boxes  of the original
Active UpLift® raspberry-lemonade flavored drink, and 39
kilos of the raspberry-lemonade flavor in bulk. On April 1, 2009, after the end of
the quarter, we received, from our packager, our first inventory supply of All
Day Energy Spray which consisted of 372 bottles of Mint flavored, 351 bottles
of Grape flavored, 307 bottles of Citrus flavored and 310 bottles of Cinnamon
flavored sprays. As of the date of this report, we have sold 24 bottles of each
flavor and placed 66 bottles of each flavor in 11 local convenience stores for
test marketing.  Further, we have used another 76 bottles of each flavor
for promotion and marketing.  As of March 31, 2009,we had no inventory of
EpiGaia. As of April 1, 2009, we received our first shipment of EpiGaia health
drink mix, consisting of a total of 25 kilos of product packaged in one kilo
tubs. To date, we have given out 13 individual, one Kilo tubs for promotional
and personal use, leaving an inventory of 12 kilos.  18     The foregoing entire inventory, with
the exception of the 39 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 Rocky Mountain Co Pack , our new third party
packager, which will formulate, mix and package product at such time as we
receive additional orders.  We are NOT Dependent on One
Supplier for Our Potential Success  In addition to obtaining most of our
ingredients through our current manufacturer, Harmony Concepts located in Weber
County, Utah, which, by the way has excellent manufacturer relationships and
thus, the purchasing power to get us the best possible prices, we have
identified at least three other manufacturers/packagers capable of buying,
producing and mixing our product.  Our Active UpLift® product is packaged
and placed in boxes for us by Rocky Mountain CoPack.  Our All Day Energy
Spray is mixed and packaged by DaiShin Packaging in Springville, Utah.
Significantly, we do not believe that we are reliant on one vendor for our
success. For example, we have discovered other, new  bulk food packagers
 in the Salt Lake City area.  One of these other new suppliers that we
could contract with is Wasatch Product Development, a company capable of mixing
and packaging both of the products mentioned above. All of these companies have
been in business for many years and appear to have excellent reputations in
mixing and packaging circles..  Our manufacturer/packagers sign a
non-disclosure, non-compete agreement with us and thus, we are assured that they
will not disclose our formula to anyone else.  We also feel comfortable in
this regard in that these companies continued success is dependent on their
ability to keep their customers formulas secret.  Our Business Plan over the 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
for a box of 14 powder packets of Active UpLift® 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 have instituted offering free and reduced
price specials on our websites; however, we are not willing to continue 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 first quarter we tried to
be 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, not to mention on-line
advertising.  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 on the sale of Active UpLift® 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 Active UpLift®  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 Active UpLift®.
 As stated above, we have been conducting in store demonstrations at all
of our Albertsons and Harmons store locations.  The demos have basically
been on-going and we are not certain when we will actually curtail them.
 As also stated above, we also started an advertising campaign last quarter
in a Denver, Colorado, magazine.  The ad has already ran during our fourth
quarter of 2008 and it ran again during the first quarter 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 new, modified and
redesigned websites.  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 filed in March 2009.  Our Current
Marketing/Advertising Strategy  Because we are concentrating on
getting our product in retail grocery and food stores chains, we are currently
NOT advertising 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  19     -- 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. We
do have officers with specific or special designations but they are not deemed
employees and are not compensated like an employee would otherwise be
compensated.  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, with the possible exception of part-time
clerical assistance and professional accounting on an as-needed basis.   20    Express
Obligation of Our Principal Shareholder to Finance Us and Our Business Plan Over
at least the Next Two to Three Years .  Our principal shareholder, Uplift
Holdings, LLC (Uplift Holdings), intends to provide us with sufficient
funding, over at least the next two to 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 first quarter ended March 31,
2009, Uplift Holdings advanced us an additional $32,000.  This figure is
carried on our balance sheet as a liability.  See our financial statements
in Item 1 above.  Between the end of the first quarter and the date of this
report, UpLift Holdings has advanced us an additional $30,000.  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 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 March 31, 2009.   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, 2009, we determined that, at the present time, our internal control
over financial reporting was not effective based on those criteria.   21    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.  See also the
Form 8-K we filed in April 2009 attaching a press release we recently issued
announcing the unveiling of our genetically-driven nutritional product known as
EpiGaia.   Item 6. Exhibits and Reports on
Form 8-K.  (a) Exhibits  10 The April 3, 2009, License Agreement
entered into with one of our directors.  This agreement relates to the
initial formulation of EpiGaia, a new product that we hope to begin selling
later in the year.  31 302 Certification of Gary C.
Lewis   22    32 906 Certification  (b) Reports on Form 8-K   In early April of this year, we filed
a Form 8-K attaching a press release announcing or unveiling our new product,
EpiGaia, that we intend to introduce to the marketplace later this summer, the
formulation for which we have been licensed by means of a certain License
Agreement attached to this Report as an exhibit.   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 19, 2009

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:
May 19, 2009

By:
/s/ Gary C. LewisGary C. LewisPresident, Chief Executive
Officer and CFO (Principal Accounting and Financial OfficerDate:
May 19, 2009

By:
/s/ Edward HallEdward HallChairman of the
Board          23