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 second
quarter ended June 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 ]   1   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
July 31, 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)  June 30, 2008  F-2     UPLIFT NUTRITION, INC. [A Development Stage Company]  FINANCIAL STATEMENTS (UNAUDITED)   CONTENTS    PAGE    Condensed
Balance Sheets, June 30, 2008 (unaudited) and December
31, 2007 F-4  Condensed
Statements of Operations, for the three and six months
ended June 30, 2008 and 2007 and for the period from March
7, 2005 (date of inception) through June 30, 2008 (Unaudited) F-5  Condensed
Statement of Stockholders (Deficit) (Unaudited) F-6  Condensed
Statements of Cash Flows, for the six months ended June
30, 2008 and 2007 and for the period from March 7, 2005 (date
of inception) through June 30, 2008 (Unaudited) F-7  Notes
to Unaudited Condensed Financial Statements F-8
, F-13     F-3


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

December 31,2008

2007ASSETS

(Unaudited)Current
AssetsCash

$
              3,517

$
           9,642Accounts
Receivable, net

-

10,195Inventories

22,155

19,385Consigned
Inventories

15,797

6,540Prepaid
Expenses

10,866

-Total
Current Assets

52,335

45,762Website
Development Costs, Net

178

710Indefinite-Life
Intangible Assets

2,401

2,401Total
Assets

$
           54,914

$
          48,873LIABILITIES AND STOCKHOLDER DEFICITCurrent
LiabilitiesAccounts
Payable

$     
      10,572

$
          12,613Accrued
Interest Payable - Related Party

16,913

8,249Deferred
Revenue

21,532

10,195Stockholder
Advances

246,294

157,569Total
Current Liabilities

295,311

188,626Commitments
and Contingencies

-

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

24,217

24,217Capital
in Excess of Par Value

317,104

317,104Deficit
Accumulated During Development Stage

(581,718)

(481,074)Total
Stockholders' Deficit

(240,397)

(139,753)Total
Liabilities and Stockholders Deficit

$
          54,914

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


F-4


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

Six months ended

Period From March 7, 2005
  (date of inception)June 30,

June 30,

Through2008

2007

2008

2007

June 30, 2008Net
Sales
$
130
$
357
$
2,679
$
357
$
6,146Cost
of Goods Sold

1,484

254

3,819

254

11,495Gross
Profit (Loss)

(1,354)

103

(1,140)

103

(5,349)Operating
expensesMarketing

20,729

1,900

32,470

1,900

73,350Consulting

14,806

4,382

14,806

14,573

97,806Other
General and Administrative

11,890

2,355

43,479

2,355

170,929Salaries
and Wages

-

-

-

-

215,250Total
Operating Expenses

47,425

8,637

90,755

18,828

557,335Loss
from Operations

(48,779)

(8,534)

(91,895)

(18,725)

(562,684)Other
ExpenseLoss
on disposal of assets

-

-

-

-

(1,764)Interest
Expense  Related Party

(4,942)

(2,293)

(8,749)

(3,309)

(17,270)Total
Other Expense

(4,942)

(2,293)

(8,749)

(3,309)

(19,034)Loss
Before Income Taxes

(53,721)

(10,827)

(100,644)

(22,034)

(581,718)Provision
for Income taxes

-

-

-

-

-NET
LOSS
$
(53,721)
$
(10,827)
$
(100,644)
$
(22,034)
$
(581,718)Loss
per common share outstanding computedOn
net loss, basic and fully diluted
$
-
$
-
$
-
$
-
$
(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

22,468,774    The accompanying notes are an integral part of these unaudited
condensed financial statements.


F-5


UPLIFT NUTRITION, INC. [A Development Stage Company]  STATEMENT OF STOCKHOLDERS (DEFICIT) (UNAUDITED) For the period of inception (March 7, 2005) through  June 30,
2008 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)BBalance at December 31,
2007
24,216,944

24,217

317,104

(481,074)

(139,753)NNet Loss for the six months
ended
June
30, 2008
-

-

-

(100,644)

(100,644)Balance at June 30,
2008
24,216,944

$
     24,217

$
      317,104

$
    (581,718)

$
   (240,397)        The accompanying notes are an integral part of these unaudited
condensed financial statements.


F-6


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

(date of
inception)June
30,

Through2008

2007

June
30, 2008Cash
flows from operating activitiesNet
loss
$
(100,644)
$
(22,034)
$
(581,718)Adjustments
to reconcile net loss to net cash used in operating activitiesAmortization

532

532

3,793Stock
issued for services

-

-

298,250Loss
on disposal of website

-

-

1,764Changes
in assets and liabilitiesDecrease
in accounts receivable

10,195

-

-Increase
in inventory

(2,770)

(1,713)

(22,155)Increase
in consigned inventory

(9,257)



(15,797)Increase
in prepaid expenses

(10,866)

-

(10,866)Increase
(decrease) in accounts payable

(2,041)

(1,952)

10,572Increase
in deferred revenue

11,337

-

21,532Increase
in accrued interest  related party

8,664

2,258

16,913Total
adjustments

5,794

(875)

304,006Net
cash used in operating activities

(94,850)

(22,909)

(277,712)Net
cash flows from investing activitiesPayments
for website development

-

-

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

-

(1,389)

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

-

(1,389)

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

-

-

1,000Shareholder
contributions

-

-

42,071Net
advances from shareholders

88,725

20,100

246,294Net
cash provided by financing activities

88,725

20,100

289,365Net
increase (decrease) in cash

(6,125)

(4,198)

3,517Cash
at beginning of period

9,642

-

-Cash
at end of period
$
3,517
$
-
$
3,517Supplemental
disclosures of cash flow informationCash
paid during the period forInterest
$
-
$
-
$
-Income
taxes

-

-

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


F-7


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED 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 June 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 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 Company had no allowance for doubtful
accounts at June 30, 2008 and December 31, 2007 and historical write offs for
the Company and the periods presented were insignificant.  Inventory The Company records inventory at the lower of cost or market, as
determined on the first-in, first-out method.


F-8


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  Note 1  Summary of significant Accounting Policies
[Continued]  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 June
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 June
30, 2008 and December 31, 2007 the Company has recorded deferred revenue of
$21,532 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 $2,399 and $0
for the three months ended June 30, 2008 and 2007, respectively ($14,140 and $0
for the six months ended June 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 June 30, 2008 and 2007 were
$355 and $500, respectively ($1,358 and $697 for the six months ended June 30,
2008, 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.


F-9


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  Note 1  Summary of significant Accounting Policies
[Continued]  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.  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.  Note 2  Going Concern  The Company has incurred losses since its inception. The Company
has negative working capital and negative cash flows from operating activities.
 The Company has generated only minimal revenues and just recently
commenced operations.   These factors create substantial doubt about
the Companys ability to continue as a going concern.   The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  The Companys continuation as a going concern is dependent upon
its ability to obtain additional equity or debt financing, to locate and utilize
effective marketing and/or distribution methods, increase sales for its product
and ultimately to attain profitable operations.  Note 3  Related Party Transactions  As of June 30, 2008, the Company owes an officer/director $6,685
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 June 30, 2008 and 2007, the Company recorded interest expense of $137 and
$10 respectively ($276 and $17 for the six months ended June 30, 2008 and 2007
respectively).  The Company made no interest payments during the six months
ended June 30, 2008.  As of June 30, 2008, the Company owes a total of $331
in accrued interest to the officer/director.  As of June 30, 2008, the Company owes Uplift Holdings, LLC., a
majority stockholder $239,609 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 June 30, 2008 and 2007, the Company recorded
interest expense of $4,805 and $2,283, respectively ($8,473 and $3,292 for the
six months ended June 30, 2008 respectively).  The Company made no interest
payments during the six months ended June 30, 2008. As of June 30, 2008, the
Company owes Uplift Holdings, LLC, $16,582 in accrued interest.


F-10


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  Note 4  Inventory and Consigned Inventory  Inventory consists of the following at:: June 30,
2008

December 31,
2007Raw materials and supplies
$     
     7,671

$
        9,851Finished goods
14,484

9,534Total inventory
$
        22,155

$
      19,385  Additionally, at June 30, 2008, the Company has $15,797 ($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.  Cost of goods
sold during the three months ended June 30, 2008 included approximately $1,444
of shipping costs for the shipment of consigned inventory during the period.  Note 5  Website Development Costs  Website development costs consisted
of the following at:  Useful Life

March 31,
2008

December 31,
2007Website
development costs
3 years

$
           3,195

$
            3,195Less
accumulated amortization


(3,017)

(2,485)Net website development costs


$
              178

$ 
               710  Amortization expense amounted to $266 for the three months and
$532 for the six months ended June 30, 2008 and 2007.  Note 6  Intangible Assets  Indefinite-life intangible assets consist of Trademark application
costs totaling $2,401 relating to nutritional supplements sold under the Active
Uplift label.  Note 7  Loss Per Share  The following data shows the amounts used in computing loss per
share and the effect on income and the weighted average number of shares of
potential dilutive common stock for the three and six months ended June 30,  Three Months Ended


Six
Months EndedJune 30,


June 30,2008


2007


2008


2007Net
loss

$
53,721


$
10,827


$
100,644


$
22,034Weighted 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.


F-11


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  Note 8  Stockholders Equity  The Company had 24,216,944 common shares issued and outstanding at
June 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.  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.


F-12


UPLIFT NUTRITION, INC. [A Development Stage Company]  NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS  Note 10  Recently Enacted Accounting Standards
(continued)  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.  Note
11  Subsequent Event  Subsequent
to June 30, 2008, the Company received $2,500 toward the Companys consigned
inventory existing at June 30, 2008.


F-13


Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operation.  We are a start-up, internet-based
eCommerce company that offers and sells a new and unique energy and health drink
called Active UpLift®. During our first quarter, our product became featured in
two (2) different flavors.  During our first quarter, we also received
notice from our intellectual property attorneys that our application with the
U.S. Patent and Trademark Office for a trade name and trademark on the phrase
Active UpLift had issued and is now registered.  This enables us to now
put the small r with a circle around it next to the name of our product.  Although our internet product sales
have more than doubled in the last 3 months, our principal marketing strategy is
to do what is necessary to get our new product carried in retail stores around
the country.  In this regard, we have made substantial progress over the
last 6 months.  As a result of our significant sales and marketing efforts,
we no longer anticipate relying on the Internet for the majority of our
business.  Our website is
www.upliftnutrition.com and it is hosted by www.godaddy.com .  Since early 2006
when we acquired a Wyoming company called Nu Mineral Health, an acquisition
which included acquiring their website, we have made substantial improvements to
the original website and product, a product we have named Active UpLift® and on
which we now have a registered trademark and trade name.  In fact, we have
since developed a second Active UpLift® flavor.  Our new, Apple-Cinnamon
flavor is not only great tasting cold but possibly tastes even better hot.
 As set forth below, only as recently as last quarter have we begun
featuring this newer flavor of Active UpLift® in local Harmons grocery stores.  The new and improved formula for our
unique Active UpLift® product was only completed for sale to the public at the
end of 2007.  As a result, we have had little opportunity to engage in
specific advertising campaigns though we fully intend to.  Because our new
Active UpLift® product was only suitable for offer and sale in interstate
commerce, and on a retail basis, as recently as the end of last year, we were
not able to generate significant revenue during 2007 and have only generated or
realized nominal revenues from our operations during our first two quarters of
2008.  In addition, the introduction of new products in the retail grocery
industry requires sales terms with generous or unrestricted policies for product
returns. In fact, Distribution Plus, Inc. (DPI), the warehouse that houses
thousands of products scheduled to go into Ralphs Grocery Stores in Southern
California, has negotiated with us and, during the quarter, sent back 48 cases
of their original order because  extra shelf space for other new products
was needed. With that return, we have issued a credit back to Ralphs (DPI) and
reissued an invoice for the balance due us. Until this occurred, we had not
experienced any product returns and had no way of estimating an allowance for
returns.  During the 4th quarter of 2007, we
 shipped 130 cases of Active UpLift® to a distribution center to be placed
in 105 Ralphs grocery stores.  For the 6 months ended June 30, 2008, we
shipped 232 cases of Active UpLift® to a distribution center in Oklahoma to be
placed in 90 Albertsons grocery stores throughout Colorado and Arizona. During
the second quarter and because our product was so well received by customers at
in store demos in the Colorado and Arizona Albertsons, we have expanded our
presence in all the Albertson stores in Texas and Florida.  This brings our
placement of product  in over 300 Albertsons stores  as well as 3
cases each of the two flavors to Harmons grocery stores in the State of Utah.
  Subsequent to our second quarter ended June 30, we have shipped
another 20 cases to Albertsons grocery stores on a re-order basis.  If none
of these products is sold in 180 days, the product can be returned by the
retailer to us and the retailers account with us credited accordingly.  If
all of this product is sold in the Ralphs stores, the Albertsons stores and the
Harmons stores, we expect to generate total revenue of $29,450.00.This
figure includes the additional 20 cases shipped after the end of our second
quarter.  During April 2008, we negotiated
with and have been accepted to display our product in eight (8) Mavericks
convenience stores located in Northern Utah.  As a result of an
inter-management structure change, the product is still sitting in our warehouse
ready to ship as soon as the new Maverick product manager sets our product
number in their system.  Each of the foregoing store
placements requires a certain amount of money to be spent on advertising.
 Accordingly, we have started in-store tasting and educational
demonstrations in Utah and have scheduled these same demonstrations to start in
all the other locations within the next 60 days. We are also scheduled to be
major sponsors in local and regional sporting events such as runs conventions
and other events that are heavily attended.  For example, during April
2008, we acted as a sponsor of the Salt Lake City Marathon in which we gave away
a substantial amount of our product and otherwise showcased it in a booth set up
for that purpose.  We believe that our product was well received.  We
were also a major sponsor of the Stadium of fire in Provo Utah during July. It
is a 3 day activity and Uplift Nutrition attended all three days, giving out
samples and selling product. During that 3 day period, we gave out over 1,300
sample tastes and sold 27 boxes of product. We feel that this event was a huge
success and will go along way towards getting our product known to the buying
public. We hope to follow these strategies with an aggressive marketing campaign
that will include written advertisements in publications, health magazines and
in-store advertising.  What we anticipate budgeting for all of 2008 is
detailed in our Annual Report on Form 10-KSB that was recently filed on Edgar.
 Reference is made to that document.  14     Selected Financial
Data  Because we have not been operating
long enough to generate significant sales at the present time, selected
financial data would not be particularly meaningful. Reference is made to our
audited financial statements included in Part F/S of our recently-filed Annual
Report on Form 10-KSB  .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 second quarter of 2008.  This is a result of not yet having
established normalized operations that would generate significant revenue or
establish a pattern of expenditures that correlate with revenue.  Since our emergence from
approximately 5 years of dormancy, we have incurred accounting costs and other
expenses and fees in connection with reactivating ourselves, acquiring Nu
Mineral Health, the preparation and filing of our Form 10-SB registration
statement on November 2, 2007, and the recent preparation and filing of our
Annual Report on Form 10-KSB, a report containing audited financial statements.
Funding of these and other expenses is from working capital provided by our
majority stockholder, namely, Uplift Holdings, LLC, an entity which, because of
its 74.5% ownership interest in us, has an obvious vested interest in seeing us
successfully market our product. For our second quarter  ended June 30,
2008, we incurred fees and expenses totaling $53,851.  These fees and
expenses have been for accounting fees, legal fees, transfer agent fees,
packaging expenses paid to suppliers and packagers, as well as costs to purchase
raw materials inventory necessary to produce additional finished goods to
fulfill new orders.  Liquidity and Capital
Requirements  The new and improved formula for our
unique Active UpLift® product was only recently completed for sale to the
public.  As a result, we have had little opportunity to engage in specific
advertising campaigns though we fully intend to.  We expect that we will
have to spend money with retail distributors, or make commission deals with
retail distributors, to assist us in getting our product featured in retail food
and grocery store chains around the country.  At present, we do not know
the exact amount of money that we will have to spend with retail distributors on
advertising, although we anticipate that it will be a significant amount of our
budget.  See our Annual Report on Form 10-KSB.  Although we have
signed a distribution agreement with one distributor in Idaho that has a 7,000
plus retail store distribution, and have started by placing product in as many
as 357 of their Albertsons stores by the end of our second quarter of 2008, we
have no way of predicting our potential success in this regard.  We have,
nonetheless, made significant progress with three retail grocery chains during
six months of 2008.  Having said this, we believe our ability to sell our
product in retail food and grocery stores holds more of the key to our success
than merely offering our product for sale on the Internet, a strategy that can
result in spending a lot of money on pay-per-click and other advertising, with
little results.  As of June 30, 2008, our cash
balance was $3,517 and $366 as of the date of this quarterly report.  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 2nd quarter we received cash payments of $21,532 from Albertsons on
sales during the first six months of 2008.   During our second
quarter, our majority shareholder, Uplift Holdings, loaned or advanced us
$50,000.  Though we are accruing 8% interest per annum on the amounts
provided by our majority shareholder, these advances do not require interest
payments at the present time and, unless or until we become profitable, we do
not believe that it likely that our agreement with our majority shareholder,
Uplift Holdings, would be modified to require such. Uplift Holdings loans are
considered or designated by us as "advances," inasmuch as they do not require
that we pay interest payments unless demand is made to do so. While we accrue
interest or keep track of what it is, we currently have no way of paying any
interest payments to Uplift Holdings.  For the quarter, we have accrued
$4,805 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 June 30, 2008, we owe
stockholders a total of $263,207 for advances and accrued interest.  We do not have sufficient working
capital to fund our current or future operations.  We must rely upon
advances from our majority shareholder, Uplift Holdings, to meet our monthly
cash requirements for not only the next 12 months but at least for the next
three (3) years.  Our majority stockholder has committed itself to
advancing the funds necessary for us to carry out and pursue our business plan,
a commitment that will also satisfy all our cash requirements and keep us
current in our 1934 Exchange Act reporting obligations for at least the next 3
years. We believe that this time period is consistent with the disclosure in our
Plan of Operation described below in that we believe that within 3 years, we
should be able to successfully carry out our business plan. If a determination
is made by management within the next three years that we will NOT be successful
and that our business plan is or will be a failure for reasons which we can only
imagine, our majority shareholder will likely elect not to advance us any more
funds.  See the section titled "Plan of Operation" below. Having said this,
we are unable to guarantee that at the expiration of  15    three
years from now, and assuming that our business plan is NOT by then successful,
that our majority shareholder will continue o advance us sufficient money to
allow us to continue in our reporting obligations. We do not mean to imply,
however, that our majority shareholder will NOT continue to advance us funds
beyond the next 3 years, particularly if it appears that we will indeed be able
to successfully carry out our business plan if we continue beyond the next 3
years. If our majority shareholder does not desire to loan or advance us
sufficient funds to continue for the simple reason that the prospects of our
business plan look bleak, we may be required to look at other business
opportunities, the form of which we cannot predict at this time, as to do so
would be highly speculative on our part.  It is possible, however, that we
will consider private placement of our shares, the form   of which we also cannot predict at
this time.  This is because management might not be able to obtain third
party financing sources or working capital funds at rates favorable to the
Company..  New Developments and Initiatives During the
Quarter.  During the quarter, we continued working on a new "Super
Juice" drink formula.  As of now, we have ordered 80 kilos of the
developmental formula for the purpose of individual testing.  We are thus
in the testing stage of this particular product.  During the quarter and more recently, we also completed a
short video introducing our new, Super Juice drink product.  This video
clip is ready to be shown to potential investor groups, the public and retailers
at a total cost of $8,000.  During the quarter, we spent $4,000 on the
video and $2,500 for the materials necessary to prepare or formulate the new
product.  The remaining $4,000 to produce the video was paid in the 3rd
quarter upon completion.  Our principal or majority stockholder financed
these efforts.  We have not as yet publicly announced or unveiled a name
for our new Super Juice product.  We are also in the process of completing the formulation
of a new energy spray that is designed to go in convince stores and other
impulse purchase locations.  The spray will be an all day spray that will
be taken orally for faster ingestion into the body. We will disclose and explain
more about this later as we make progress in this regard.  During the quarter and up through the date
of this report, we have completed a "Green Tea Diet" energy drink formula that
we have not as yet begun to manufacture or market.  We have put this
project on hold until we finish or complete the development of our new "Super
Juice" formula mentioned above.  Assuming that our plans stay on track with
our new Super Juice drink, we plan to begin marketing this new Green Tea
Diet product sometime during the 4th quarter of this year.  PLAN OF OPERATION  Our principal business plan is to
promote, market and sell our new and unique powdered natural energy and health
drink, Active UpLift®, through traditional retail distributors, who, in turn,
will supply our product to retail health and food stores. We feel that our best
markets will be large food store chains and specialty health food outlets. This
assumption has proven to be correct in that we now have relationships with 3
large retailers and their distributors.  We intend to compliment this
marketing strategy by also offering our product on and through the Internet.
 Because Active Uplift® is a new and improved product and we are
essentially a start-up enterprise, the dietary supplement and nutrition industry
is in large part unfamiliar, at this stage, with Active Uplift®, not to mention
our new Apple Cinnamon-flavored hot drink. For this reason, we believe it will
take some time for these two products to "catch on" and for any significant or
meaningful sales to occur.  As a result of recent retail orders
mentioned above, we currently  anticipate recording $ 29,450 in
gross revenue during our third quarter, which is currently recorded as deferred
revenue until management can reasonably estimate returns. Having just begun our
operations at the end of 2007, we feel that this is a remarkable accomplishment
in such a short period of time.  Our Website  Our website address is:
www.upliftnutrition.com.  As set forth above, our website is hosted by one
of the largest website hosts in the United States, namely, www.godaddy.com.
 Because www.godaddy.com is one of the largest website hosts in existence,
we feel comfortable that the chances of our website going down at any given
time are remote.  As a result, we believe there is little likelihood of
losing sales because our website goes down.  Inventory  As of June 30, 2008, inventory
consisted of $7,671 in raw materials and $14,484 in finished goods and $15,797
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 91 cases
(each case contains ten  15 packet boxes) of our new apple-cinnamon cold or
hot flavor drink, 42 cases (same as above) of the original Active UpLift®
raspberry-lemonade flavored drink, approximately 400  16    single
serving packets of our original raspberry-lemonade flavored drink, and 35 kilos
of the raspberry-lemonade flavor in bulk. All of this 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 success is dependent on their ability to
keep their customers formulas secret.  Our Business Plan over the
Next 12 to 18 Months  Since we have now gotten our foot
in the door of at least 3 large retail food chain stores, we now plan to spend
more time developing relationships with retail food chain stores and probably
less time and energy concentrating on Internet or drop-ship business sales.  Our current suggested retail price
of a box of 15 powder packets is $15.95, plus approximately $4.95 for shipping
and handling anywhere in the U.S. or Canada.  To enhance or increase
on-line sales volume, we will consider offering reduced price specials on our
website; however, we are not willing to do so if it would hinder our efforts to
encourage a large retail grocery or health food stores to carry our product.
 That is to say, we have no intention of undercutting a potential retailer
through website sales.  During the third quarter we intend to get more aggressive
with other large retail grocery stores, convenience stores and health food
stores to place more product on more shelves throughout the west and other parts
of the country.  There is little doubt that our
future sales of our product will be driven by the amount of money we are able
and willing to spend on advertising and with various retail distributors.
 During the next 12 to 18 months, we will actively pursue enhancing sales.
 For the time-being, 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), we want to focus our efforts on selling our own product in retail
stores and on-line.  Already we have met with retail advertisers/marketers
who have the ability, through advertising, to drive retail customers to our
product when it becomes featured in nationally recognized food store chains.
 We can make no assurance at this time that this will happen.  Whether
this does indeed occur and whether we pay these advertisers/marketers the money
they want for this service remains to be seen.  As set forth elsewhere herein, we
also plan to advertise on other websites, links to other on-line retailers and
specialty websites, specialty food magazines and obviously, retail chain food
stores, now that at least 3 of the latter have become interested in carrying our
product for sale in their retail outlets.  For further information in this
regard, reference is made to our Annual Report on Form 10-KSB.  Our Current
Marketing/Advertising Strategy Because
we are concentrating on getting our product in retail grocery and food stores
chains, we have abandoned our effort to advertise on the Internet in any other
manner than keeping our name viable in the Google and Yahoo! search engines.
  Having said this, in order for our business to succeed, we
additionally plan, among those things mentioned in our Annual Report on Form
10-KSB filed at March end 2008, and on an on-going basis, to:  -- make significant investments in
our Internet/eCommerce business, including upgrading our website as it becomes
necessary  -- get other food and nutrition
websites to link to ours  -- significantly increase online
traffic and sales volume in every way we can  -- attract and retain a loyal base
of frequent visitors to our website who will give us feedback about our
product  17     -- expand the products and services
offered on our website  -- respond to competitive
developments and maintain our distinct brand identity  -- form and maintain relationships
with strategic partners, particularly retail food stores and outlets  -- provide quality customer
service  -- continue to develop and upgrade
our services and technologies  -- sign up drop ship distributors
who are willing to offer and sell our product on their websites  Reference is made to our Form 10-KSB
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 three (3) years, to pursue and carry out our
business plan.  This includes whatever capital is necessary to keep us
current in all of our reporting obligations. The only caveat with regard to this
commitment is if it is determined by us and our majority shareholder within the
next three (3) years that our business plan will NOT work and cannot succeed.
 If that occurs, and we can make no prediction about whether it will occur
or not, our majority shareholder will likely elect to cease funding us. We have
NOT entered into any formal, written agreement with Uplift Holdings that
contractually binds or obligates it, in writing, to fund  18    us for
the next three years, though we consider this commitment on its part to be a
legal obligation upon which we and our shareholders can rely. Having said this,
we will nonetheless be required to continue to evaluate our business plan. At
the expiration of three (3) years, or earlier, and assuming that our business
plan has NOT been successful, or even partially successful, management will have
to re-evaluate our overall plans, intentions and strategies and, in particular,
Uplift Holdings will then have to evaluate whether, and to what extent, it wants
to continue to fund our operations and business plan, including our various
advertising campaigns. During our quarter ended June 30, 2008, Uplift Holdings
advanced us $50,000.  This figure is carried on our balance sheet as a
liability.  See our financial statements in Item 1 above.  Subsequent
to June 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 December 2007, or for some-three 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 June 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 June 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.  The Company is currently still in the
development stage with insufficient working capital to employ personnel to
carryout the daily operations.  All functions of the company are currently
carried out by the President with the exception of occasional temporary help and
the assistance of outside professionals contracted to assist in the preparation
of quarterly and annual financial statements and technical GAAP issues.
 However, these professionals are not always aware of all business
transactions and activities especially non-cash transactions.  As a result,
the Company has insufficient personnel to provide adequate segregation of duties
related to the initiation, authorization/approval, and recording of financial
transactions.  In addition, due to the current financial constraints and
lack of personnel the Company has not yet developed and implemented appropriate
internal controls over financial reporting including controls to ensure that all
expenditures are recorded on the books of Company, in the appropriate period and
in a timely manner and controls over the recording and safeguarding of raw
materials and finished goods inventory.  This is a result of the lack of
implementation of a computerized or manual system to track inventory from
purchase of raw materials and packaging to the shipment of finished goods.  Having said this, we are nonetheless committed to
continuously improving our internal control over financial reporting, in order
that we fully satisfy the requirements of Section 404 of the Sarbanes-Oxley
Act.  If we are unable to conclude that our internal control
over financial reporting is effective at such time as we are required to attest
to them, our ability to obtain financing, etc., on favorable terms, if needed in
the future, could be materially and adversely affected, which, in turn, could
materially and adversely affect our business, our financial condition and the
market value of our securities.   19    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.  Effective June 16, 2008, we added Mr. Edward H. Hall,
Sr., to our Board of Directors and in fact, on that date, he assumed the
position on our Board of Directors as our Chairman.  We did not think it
necessary to file a Form 8-K formally announcing this event because Mr. Hall
already controls, both directly and indirectly, our majority stockholder, Uplift
Holdings, and therefore, this was not a material or significant event,
particularly when biographical information about Mr. Hall is already contained
in our Annual Report for our fiscal year ended December 31, 2007.  Though now our Chairman of the Board, Mr. Hall has NOT
become or assumed the position of any officer.  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 second 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:
August 14, 2008

By:
/s/ Gary C. LewisGary C. LewisPresident, Chief Executive
Officer and CFO
(Principal Accounting and
Financial Officer)   20    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:
August 14, 2008

By:
/s/ Gary C. LewisGary C. LewisPresident, Chief Executive
Officer and CFO (Principal Accounting and Financial OfficerDate:
August 14, 2008

By:
/s/ Edward HallEdward HallChairman of the
Board   21