**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D. C. 20549

**FORM 10-K**

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

**EXCHANGE ACT OF 1934 (FEE REQUIRED)**

For the fiscal year ended December 31, 2010

(  ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES

**EXCHANGE ACT OF 1934 (NO FEE REQUIRED)**

For the transition period from ___________ to ___________

*Commission File Number: 000-52890
**UPLIFT NUTRITION, INC.**

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

Nevada

 

20-4669109

(State or other jurisdiction of incorporation or organization

 

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

 

 

 

252 West Cottage Avenue

Sandy, Utah

 

84070

(Address of principal executive offices)

 

(Zip Code)

801-566-1079

(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act:
Title of each class           Name of each exchange on which registered    N/A                                                         N/A

Securities registered under Section 12(g) of the Act:

**Common Capital Voting Stock, $0.001 par value per share**(Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes [  ] No [X]

Indicate by check mark whether the issuer is not required to file all reports pursuant to Section 13 or 15(d) of the Exchange Act. [  ]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [ ]

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[X] The issuer is not aware of any delinquent filers.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

 

 

Large accelerated filer       [   ]

Accelerated filed                                [   ]

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]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

As of the close of business on December 31, 2010, our fiscal year-end and as of the date of this annual report, the aggregate market value of the voting stock held by non-affiliates, an amount consisting of a total of 8,211,683 shares or approximately 18% of our total number of issued and outstanding shares, was considered by us to have a value of $328,467 or $0.04 per share.  This valuation is based on the year end market price of our stock, which was approximately $0.04 per share.  Our stock is quoted on the OTC Bulletin Board under the symbol UPNT.OB.  

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Not applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

As of the date of this document, the Issuer had a total of 45,451,944 common capital shares issued and outstanding of which 37,188,602 are either "restricted” or “control shares” and otherwise owned and held by officers, directors, insiders and affiliates. This figure of 37,188,602 “restricted” or “control” shares includes 148,602 shares owned and held individually by the principal of our majority stockholder as of December 31, 2010.  The figure of 37,188,602 shares represents 82% of our total number of issued and outstanding shares.  See Item 12 of Part III below titled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.” 

 

DOCUMENTS INCORPORATED BY REFERENCE

See Item 15 of Part IV below. 

**NOTICE AND DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS**

Certain matters discussed herein may be forward-looking statements that involve a variety of risks and uncertainties. Because we are a Smaller Reporting Company, however, the modified Form 10-K does not require us to list risk factors in this annual report.  Reference is made to Item 1A below titled “Risk Factors.” 

In light of the risks involved with or facing us, actual results may differ materially or considerably from those projected, implied or suggested. As a result, any forward-looking statements expressed herein are deemed to represent our best judgment as of the date of this filing. We do NOT express any intent or obligation to update any forward-looking statement because we are unable to give any assurances regarding the likelihood that, or extent to which, any event discussed in any such forward-looking statement contained herein may or may not occur, or that any effect from or 

outcome of any such forward-looking event may or may not bear materially upon our future business, prospects, plans, financial condition or our plan of operation.
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**TABLE OF CONTENTS**

PART I                                                 

ITEM 1.    BUSINESS.                                                                                                                  4

                                                                                                                                                                                                        4  

ITEM 1A.  RISK FACTORS.                                                                                                      10

ITEM 1B.  UNRESOLVED STAFF COMMENTS                                                                     10

ITEM 2. PROPERTIES.                                                                                                               10

ITEM 3. LEGAL PROCEEDINGS.                                                                                             11

 

 

 

ITEM 4. (REMOVED AND RESERVED)                                    11

PARTII                                                                                                                                                                                                     12

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.                                      12

ITEM 6.  SELECTED FINANCIAL DATA                                                                                15

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.                                                                                         15

ITEM 7A.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.24

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.                                  25

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.                                                                40

ITEM 9A.  CONTROLS AND PROCEDURES.                                                                         40

ITEM 9B. OTHER INFORMATION.                                                                                         41
  
PART III                                                                                                                                                                                                  41

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE .                                                                   41

ITEM 11. EXECUTIVE COMPENSATION.                                                                             43

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.                                           45

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.                                                                                                                     47

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.                                            48

PART IV                                                                                                                                                                                                 48

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                           48

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**PART I 
 
**ITEM 1.    BUSINESS.**

Uplift Nutrition, Inc. (“Uplift” or “the Company”), a Nevada corporation, is a developer, manufacturer, marketer and seller of new natural energy and health products such as the health drink, *Active UpLift®*, a product that comes in two flavors. Our principal new product on which we completed development during the 2009 fiscal year is called *All Day Energy Spray®.  *During that same year, we also received a registered trademark on the new product from the U.S. Patent and Trademark Office.  

*All Day Energy Spray®*uses**a proprietary, natural energy formula called XYTINETM and on which we have filed for an additional federal trademark or trade name with the U.S. Patent and Trademark Office.  On February 1, 2010, we received notice from our Canadian attorneys that our application for a Canadian trademark on XYTINE, Canadian Trademark Application No. 1441241, had been published in the Canadian *Trademarks Journal*.  Since then, nothing has occurred in this regard.  See Item 2 of this Part immediately below titled “PROPERTIES.”  Before *All Day Energy Spray®* can be sold in Canada, however, it must be licensed and approved.  That has not yet occurred.  

Because we think a better market for it exists, we have concentrated our efforts on the sale of *All Day Energy Spray®*as opposed to*Active UpLift®.* Unfortunately, we have lacked the advertising capital necessary to fully market the product as we would like.

Both *Active UpLift®* and *All-Day Energy Spray®* are currently marketed on a retail basis and also through our four (4) websites:   www.upliftnutrition.com, www.upliftenergy.com, www.alldayenergyspray.com, and www.EpiGaia.com,    

While we have made several significant contacts in the retail food business over the last few years, we have been unable to seriously launch any of our products in any national convenience or other large food chain stores for want of capital for advertising.  This is the biggest problem we have faced during the last two fiscal years and the biggest problem we currently face.  That is to say, our principal and majority shareholder, Uplift Holdings, LLC (“Uplift Holdings”), lacks the ability to provide us with the thousands and thousands of dollars in advertising money necessary to support a product featured in national retail food chain stores.  As a result, *All Day Energy Spray®*is currently only featured in 4 stores in Cache Valley, Utah.  *Active UpLift* is no longer featured in any Harmons grocery stores in Utah.  During the fiscal year, we were featured in some Ralphs grocery stores throughout the west.  We do, however, offer and sell both products on the internet and internet sales have improved.  Our new green tea drink is fully developed but is not currently being marketed.  Our other new “super juice” drink,*EpiGaiaTM*, is also not being marketed at present, all for want of advertising capital.  
Unless and until we can generate substantial advertising capital in some fashion, our ability to remain in business in our current form throughout the next year or longer is in doubt. 

**Current Status of the Company**

We are not presently involved in any bankruptcy or insolvency proceeding of any kind and none of our officers and directors has been involved, directly or indirectly, in any bankruptcy or similar proceeding. Neither we nor any officer or director is involved in any pending litigation, nor is any litigation involving us or any officer or director threatened.

We have no subsidiaries or property other than the products we have developed since June 2, 2006 and on which we have obtained various intellectual property protections.  

We are not involved in any joint venture with any other party. Other than the money we have been advanced by Uplift Holdings, our principal shareholder, we are not currently involved in any contract with any other person or entity, including any marketing or consulting agreements. We are, however, continuing to look at whether can enter into any advertising, marketing and vendor distribution agreements with various retailers and on what terms.  This is something that we are doing on an on-going basis in the ordinary course of our business.  

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Our principal shareholder, Uplift Holdings, continues to explore the prospect of selling additional amounts of its convertible debt to third parties in order to reduce the debt on our balance sheet and otherwise possibly generate additional capital, indirectly, for us. 

As set forth in our balance sheet in Part F/S below, we, as of December 31, 2010, had $1,076 in cash and approximately $59,023 worth of material in inventory with which to make product.   

We maintain executive offices or facilities at the office of our Chairman of the Board located at 252 West Cottage Avenue, Sandy, Utah 84070.  We do not pay rent for these office facilities because their use is only nominal. We formulate and manufacture our natural energy and health drink product, *Active UpLift®,* at the warehouse facilities of a health food packager known as Harmony Concepts located in Weber County, Utah. We now formulate and package *All Day Energy Spray®*through the Mtn. View Packaging Company located in Springville, Utah.  This is because DaiShin Packaging Company, our previous packager, went out of business in the middle of 2010.  We still have back up mixers, packagers or formulators, as necessary, in the event that these particular sources don’t work out for us.   For more information about our packagers, reference is made to the subheading in our PLAN OF OPERATION section below titled “Mixing and Packaging.” 

 We do maintain a products liability insurance policy.

For and as of our year end, December 31, 2010, we had revenues of $524 with $15,325 in deferred revenue representing sales for which the right of return has not been determined or expired.  For and as of our fiscal year end, we did not have any retail grocery store chain sales with Ralphs, Albertsons, and Harmons.  We believe that our retail sales during all of 2010 were not as substantial as we would have wanted simply because we lack advertising capital. Management cannot predict whether we will ever be profitable even though there is admittedly a large market for some or all of our products. 

As of December 31, 2010, we had a net working capital deficiency of $232,769. At the same time, we currently have a financial commitment for day-to-day operations through our majority shareholder, Uplift Holdings.  This commitment does NOT include providing the advertising capital necessary to become featured in large retain food chain stores.  Such a commitment would involve several thousands of dollars.  Uplift Holdings’ commitment is to provide us with sufficient working capital over at least the next year as necessary to continue to be “current” in our reporting obligations with the U.S. Securities and Exchange Commission (SEC).  This commitment may be less than one year if a determination is made during that period that our business plan cannot be successful.   We consider its generous commitment to keep us current in our reporting obligations for at least the next year a legal obligation, as does Uplift Holdings, even though we have no written agreement with it to this effect. We do not have a written agreement with Uplift Holdings to this effect because we believe that it has enough shares at this time and if we were to do so, such an agreement might require giving Uplift Holdings additional shares in the event that we default on our obligation to it, something that neither of us believes is necessary to provide for at this time.  If Uplift Holdings decides not to advance us additional funds for lack of its own capital and resources and yet our business prospects look positive or favorable, we may consider raising money by selling our common stock on a private placement basis.  Additional thought and consideration has been given to this prospect at this time but we have nothing to report in this regard.  If such occurs, existing shareholders would likely be substantially diluted.  Furthermore, if our majority shareholder’s remaining convertible debt was converted into common stock, as occurred in December of 2010, existing shareholders would also be substantially diluted.
Even though we have products for sale for which there is undoubtedly an enormous market, because of the start-up nature of our business, there exists substantial doubt regarding our ability to continue as a going concern. See Part F/S below. No assurance can be given that we will become successful or that we will generate enough capital from sales to continue to finance necessary advertising campaigns, let alone undertake new advertising campaigns such as advertising in food magazines or in a variety of health food and nutrition venues. In this regard, reference is made to our "Plan of Operation" section below.

 

Our stock transfer agent is Fidelity Transfer Company located at 8915 South 700 East, Suite 102, Sandy, Utah 84070, phone number 801-562-1300; fax number 801-233-0589.  

As of the date of this document, we have 1,239 shareholders of record.  Fidelity Transfer Company has been our transfer agent since our initial public offering back in the 1950’s. We have but one class of stock issued and outstanding, that being common capital voting stock having a par value of $0.001 per share. As of the date of this document, there are 45,451,944 common capital shares issued and outstanding of which 100,000,000 common shares are authorized. We have no preferred shares authorized.  Our number of issued and outstanding shares increased substantially during the fiscal year because in order to retire over $500,000 of convertible debt on our balance sheet, we issued common stock to 

5

certain convertible debt holders.  As of our fiscal year end, we were left owing Uplift Holdings approximately $260,000.  Of the 45,451,944 common shares currently issued and outstanding, our current slate of officers and directors own and hold or control, directly and indirectly, a total of 37,240, 261 shares.  This figure represents 82% percent of our total number of issued common shares.  See Item 12 of Part III below.  

**Principal Products or Services Now Offered and Their Markets.**

We are currently marketing *All Day Energy Spray®*in 4 Utah convenience stores and on-line through our website.  *All Day Energy Spray®*is**an energy spray product on which we completed development during the fiscal year.  

*Active UpLift®,* our health and energy drink, comes in a powder that is mixed with water.  This product is not currently featured in any retail chain stores (other than a few Ralphs stores in Southern California) and while it may have been featured in some retail grocery chain stores from time to time during the fiscal year, we did not generate any revenue in that regard. This product comes in two flavors, *Active UpLift®* – Raspberry Lemonade and *Active UpLift®* – Apple Cinnamon. 

During our 2009 fiscal year, we completed the development of a new “Super Juice” known as *EpiGaia*TM and on which we later filed for a federal trademark and trade name.  During the 2009 fiscal year, we also completed the development of a “Green Tea Diet” energy drink.  Both of these products are currently “on hold” because we have come to the conclusion that it is best, for now, to focus our marketing efforts on *All Day Energy Spray®*.  Also, as repeatedly stated elsewhere herein, we currently lack necessary advertising capital and this makes it impractical for us to try and market more than one product at a time in any event.

During the our 2009 fiscal year, we created a website exclusively devoted to *EpiGaiaTM*, how it works, and what we believe it offers to the consumer.  Investors and interested parties are encouraged to visit www.EpiGaia.com.  In 2009, we spent considerable time and energy developing this sister website.

**Distribution Methods of Our Products.  **

Our products, when carried in retail stores, have been distributed by large distribution outlets throughout our market areas and through company personnel locally. In the past, our Company representatives contact grocery distribution companies and/or retail outlets such as large and small grocery store chains as well as convenience stores and their distributors.   Much of this, however, is on hold pending our ability to raise or otherwise generate advertising and working capital.

Our efforts to get retail outlets interested in featuring our products have been as follows:  We first go to the retail company representative that are in charge of, or assigned to, our product category and introduce our products to them personally.  We then let them taste a sample and solicit any questions or comments from them that they might have. After that, they may or may not want to put our products on their shelves. If they do, we will receive a purchase order for whatever quantity they want to purchase. Then we ship that order to them either by commercial trucking or private carriers like UPS and/or Federal Express. Then, representatives of the distribution company or our own company representative goes store to store to check inventories and re-order when necessary.  As it is today, however, it is difficult for us to line up space in a retail store without a serious commitment to advertising.  It is for this reason that our products, or at least some of them, are not on retail shelves in any significant way.  

**Status of any Publicly Announced New Products or Services.**

See the subheading above titled “**Principal Products or Services Now Offered and Their Markets**.”  The reader or an interested person is also invited to go to Yahoo! Finance, for example, or a similar stock search engine and review our press releases concerning our products and progress.  

**Government Regulation and Need for Governmental Approval of Principal Products or Services.**

Because we do not sell a health or nutrition drink that makes any particular claim, our products are exempt from direct regulation by the federal Food and Drug Administration. We do not make any disease claims and therefore we are in compliance with FDA and FTC “truth in advertising” laws (http://www.ftc.gov/bcp/conline/pubs/buspubs/dietsupp.shtm). ** ** Also our label follows FDA guidelines (http://vm.cfsan.fda.gov/~dms/supplmnt.html).  Other than state and federal securities laws and possible internet fraud or consumer fraud statutes that various states have enacted, we are not aware of any particular state or federal regulations that affect or impact our business.

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Before *All Day Energy Spray®* can be sold in Canada, it must be licensed and approved by the Canadian government. That has not yet occurred.  At the same time, we are not currently marketing *Active UpLift®*in Canada and have no immediate intention of doing so. 

**Applicability and Impact of Sales Taxes**

With respect to the collection of sales taxes, we were informed by the Utah State Tax Commission that because we maintain an office in Utah (even though we are a Nevada corporation), we must collect sales taxes from all Utah residents who buy our product.  We have obtained a Utah sales tax number for this purpose. Because we are a Nevada corporation, we are also considered to maintain an office in Nevada.  This means that we must also pay sales taxes for Nevada residents who buy our product.  We have applied for and received a Nevada sales tax number for this purpose.  Both states require filing quarterly sales tax returns.  Because we do not maintain an office in any jurisdiction other than Utah and Nevada, we are not, to our knowledge, required to collect sales taxes in or for any other jurisdiction. According to the Utah State Tax Commission, persons who buy our product outside of the State of Utah are supposed to pay a "use tax" to their own respective state taxing authority. Collecting sales or use taxes outside of the States of Utah and Nevada are therefore not our responsibility. Were we to open an office in another state, we would be required to collect sales taxes from purchasers of our product who reside in that state. At present, we only maintain an office in the State of Utah and technically, Nevada.  We will thus pay sales taxes in those two states to the extent we have purchasers of our product in those states.

**Competition and Marketing Data and Information.  **

**1.**

**Market for *Active UpLift®*and Competition.**

According to www.marketresearch.com, an independent industry research website, the energy drink market in 2005 was $4.3 billion.  This market experienced phenomenal growth of over 700% between 2000 and 2005. Teens and young adults remain the primary target of manufacturers, and marketers have thoughtfully positioned their beverages in the marketplace, creating an energy drink for every young lifestyle.  Furthermore, this group often visits convenience stores, “which sold nearly half of all energy drinks (off-premises) in 2004.”  Reference is made to www.marketresearch.com.

More recently, as stated in the Agri-Food Trade Service Executive Summary, January 2008, “the billion dollar energy drink market is the hottest segment in the beverage sector since bottled water.  This segment has been driven by grassroots promotions, a very well defined consumer base and proactive producers that have responded quickly and efficiently to the changing demands of consumers.”  See “The Energy Drink Segment in North America,” (http://www.ats.agr.gc.ca/us/4387_e.htm).

Specifically, “the energy drink market at retail is valued at $4.8 billion,” according to a new market research report from Mintel, which represents a 400 percent growth rate from 2003 figures. Rising sales can be attributed to the growth of the consumer market; in 2003, 9 percent of adults reported consuming energy drinks, while 15 percent did so in 2008. Energy drinks have quickly become a daily beverage choice, said Krista Faron, senior new product analyst at Mintel. “As more Americans use energy drinks, we've seen a rise in products being launched with innovative new ingredients, claims and consumer targets.”  See “Energy Drink Market Exploding: Mintel,” 08/26/2008.

According to a report by Global Industry Analysts, 

“[B]everage groups will turn more production over to high margin, functional products over the next three years, to meet the growing demand for sports and energy drinks, according to a forecast report. The market demand is being driven by the growing consumer awareness of the need for healthier lifestyles. The market segment is expected to reach $39.2bn in value by 2010, currently led by the US where sales are expected to reach $17bn this year alone, according to the findings. Greater innovation in formulation is also expected, in a bid to attribute greater health and energy benefits that can be targeted to specific lifestyles and consumer demands,”  

See “Energy drinks market will grow, says report by Global Industry Analysts,” July 12, 2007 (http://www.beveragedaily.com/Industry-Markets/Energy-drinks-market-will-grow-says-report).

Our principal energy drink product, *Active UpLift®* (see Item 2, “PROPERTIES” below) is unique in that it fits in the category of both an energy drink AND a health drink with NO added caffeine or sugar.

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One of our competitor’s products, Ola Loa Energy Drink purports to be both an energy drink AND a nutrition drink. One important difference between this product and ours, however, is that Ola Loa is sweetened from fructose (sugar) and ours is not.  Another competitor, Emergen-C Energy Drink Powder, is mainly a Vitamin C boost and holds little, if any, specific natural energy components and has only a fraction of the daily nutrition components as contained in *Active UpLift®*(and Emergen-C contains added sugar). An up and coming popular product marketed by Lance Armstrong, FRS Powdered Energy Drink Mix, only indirectly promotes energy via antioxidants of which*Active UpLift®* contains several fold more than FRS (and FRS contains added caffeine).

Regardless of these competitors and several others, we have no way of accurately estimating the total health and energy drink market that this specialty product serves.  Based on the information and sources quoted above, we believe, however, that this market is substantial.

Because the overall health and energy drink market is enormous, the market for these items is hugely competitive. One can view our general competition by going to Google, Yahoo! or Ebay and typing in “energy drink” or “health drink.”  These competitors and others who advertise on Google, Yahoo! and Ebay sell energy and health drinks in varying quantities, most of which boast a unique feature.  Our product, by contrast, and which contains powder packages for 14 drinks, is currently offered on our website at $15.95, plus shipping and handling. This amounts to little more than $1 per drink.  None of the drinks we have been able to compare our product to on the Internet or in retail grocery stores sells for $1 or less.  Accordingly, we believe that the cost of our principal product is very competitive.  

There is no shortage of products offered to "improve" a person’s health, nutrition and energy. In contrast to other, similar products on the market, *Active UpLift®* is a convenient and nutritionally complete dietary supplement which provides continuous natural daily energy through a proprietary blend of vitamins, minerals, herbs, antioxidants and amino acids.  We believe this product is unique in that, contrary to all the competition that we are aware of, *Active UpLift®* gives a person natural energy, complete nutrition, mental performance, healthy mood, athletic performance and healthy aging characteristics; more importantly, all of these benefits are provided in an all-in-one delicious drink with NO ADDED SUGAR OR CAFFEINE.  Virtually every competitive energy drink that we are aware of contains substantial amounts of sugar or caffeine.  Our products do not.

Other brands/competitors contain one or two of the several benefits we have listed, whereas *Active UpLift®* contains all of the benefits in one. Many brands/competitors are in a pill form or if in a drink form, they do not often taste good. *Active UpLift®* is a convenient, good-tasting effervescent drink mix that people can integrate easily into their normal daily diet and substitute as their beverage of choice.  Many brands/competitors use sugar or caffeine to boost energy whereas *Active UpLift®* uses an “all natural” health approach to boosting daily physical energy and also mental clarity.
2.

**Market for *All Day Energy Spray®*and Competition.**

Based on a 14-week, small market study we undertook in 10 local convenience stores, management determined that there is a viable and potentially huge market for *All Day Energy Spray®*, which competes directly with the number one energy shot product in the world, “5 Hour Energy Shot.”  That particular product sells somewhere between 5 million and 10 million bottles of product per week worldwide.  If we could capture just a small percentage of that market, *All Day Energy Spray®* could become a successful part of the energy drink/shot market.

Our product is similar to our principal competitor’s in that it is a small, portable bottle that delivers vitamins, herbs and/or caffeine as a dietary supplement for energy. However, it differs in that our product is delivered into the body via a mouth spray that not only allows for quick absorption, and possibly works faster, but it also doubles as a breath spray.  .

**Sources and Availability of Raw Materials and Names of Principal Suppliers.  **

We have expanded the pool of available suppliers for all of our products. Harmony Concepts has continued to be our main supplier of both of our *Active Uplift®* flavors. We have maintained contact with a back-up supplier, American Co-Pack in Southern California, if volume ever becomes too great for Harmony Concepts to handle. Although Rocky Mountain Co-Pak continues to serve as our principal filler and packager, we have also identified at least two other local companies (Wasatch Packaging and Kimac Packaging) as back-up in case of problems arise with Rocky Mountain Co-Pak.  

We have recently been working with Mtn. View Packaging in Lindon, Utah, to formulate and package our new energy spray product. We have identified both Wasatch Packaging and Kimac Packaging as back-up companies to mix, fill and package this new product in the event problems develop with Mtn. View Packaging.  Since our first encounter and 

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manufacturing contract with an earlier packager, we have found numerous similar companies with the capability of doing everything necessary to successfully package our products. .  For this reason, we continue to explore other possible mixers and formulators in an attempt to find a more suitable and competitively priced manufacturer for *All Day Energy Spray®.*** **

See also the subheading in our PLAN OF OPERATION section below titled “Mixing and Packaging.” 

**Dependence on One or a Few Major Customers.**

None; not applicable.

**Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts.  **

We have no patents at the present time though we have a registered federal trademark or trade name of the two phrases *Active Uplift®* and *All Day Energy Spray®,*both of which represent product that we own and are marketing at the present time.  Our federal trademark on *All Day Energy Spray®* was issued by the U.S. Patent and Trademark Office during our 2009 fiscal year.  

We currently have no franchises, concessions, royalty agreements or labor contracts.  

As disclosed in earlier Edgar filings, we currently have one license agreement.  In 2009, we entered into a license agreement with one of our directors to market a new product, the formula for which was separately and independently developed by him.  Such product is a “super juice” drink, which we unveiled during the fiscal year and have named *EpiGaiaTM*.  We are not currently marketing this product for want of advertising funds and therefore, our plans with respect thereto are “on hold.”  This license agreement involves nominal consideration to this director as a result of his insider status and also because of his potential conflict of interest in this regard.  

With regard to our new product, *EpiGaiaTM*, we are including the “TM” or trademark designation next to the name *EpiGaiaTM* in that, on May 7, 2009, we 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 (3) 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.  *All Day Energy Spray®,*on which we have a federal trademark, uses**a proprietary, natural energy formula called XYTINETM and on which we have also filed for a federal trademark or trade name with the U.S. Patent and Trademark Office.  On February 1, 2010, we received notice from our Canadian attorneys that our application for a Canadian trademark on XYTINE, Canadian Trademark Application No. 1441241, had been published in the Canadian *Trademarks Journal*.  We currently have nothing further to report regarding this Canadian trademark application.  See also Item 2 of this Part immediately below titled “PROPERTIES.”  

**Research and Development Costs during the Last Two Fiscal Years.**

During the year ended December 31, 2010, we spent a total of $1,063 on research and development compared to $1,711 during the year ended December 31, 2009.   

**Costs and Effects of Compliance with Environmental Laws.  **

None; not applicable.  See Item 4 of Part I below. 

**Reports to Shareholders.**

None within the last year; not applicable.  Reference is made to Item 4 of Part I below.  

9

**Employees**

While we do have a non-compete agreement with our officer and director, Jessica Stone Rampton, the fact is that we have no employees and do not anticipate having to hire any other than possibly for part time clerical help or in the event that sales increase or take off so dramatically that our packagers, Harmony Concepts and/or Mtn. View Packaging Company, cannot assist us in packaging and shipping our current two products. Accordingly, we have no immediate plans to retain employees until such time as our business plans warrant or justify the expense. We may find it necessary to periodically hire part-time clerical help on an as-needed basis though we have no plans to do so at this time. 

**Facilities**

We are now using as our principal place of business the office address of our Chairman of the Board and principal stockholder, Mr. Hall, located in Sandy, Utah, a suburb of Salt Lake City, Utah. We have no written agreement and pay no rent for the use of this facility. Even if we had the capital, because we are a start-up eCommerce and retail business, we have no current need or plans to secure commercial office space from which to conduct our business.  We also use the warehouse facilities owned by one of our directors to store our materials and inventory.  This is also at no cost to us at the current time.  

**Additional Information.**

For more detailed information on our business and business plans, reference is made to ITEM 7 below titled “MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.”  

We are subject to the information reporting requirements of the Securities Exchange Act of 1934 (the "Exchange Act"), and, in accordance therewith, we file reports and other information with the Commission. Reports and other information filed by the issuer with the Commission can be inspected and copied at the Commission's Public Reference Library in the Commission's own building located at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the Commission at prescribed rates. An interested person may also obtain information about the operation of the Public Reference Room by calling the Commission at 1-800- SEC-0330. Inasmuch as we are an electronic filer, and the Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission, an interested person may access this material electronically by means of the Commission's home page on the Internet at www.sec.gov.com. To facilitate such access for an interested person, our CIK number is 0001390705.

**ITEM 1A.  RISK FACTORS.**

Based on recent changes to Form 10-K, this item is not applicable to smaller reporting companies.  

**ITEM 1B.  UNRESOLVED STAFF COMMENTS.**

None; not applicable.  

 
**ITEM 2. PROPERTIES.**

We own all right, title and interest in and to our two health and energy products A*ctive UpLift®* and *All Day Energy Spray®.  *Other than as set forth in our license agreement with one of our directors, we own all right, title and interest in and to our  “super juice”*EpiGaiaTM*, a product that we are not currently marketing.  Finally, we own all right title and interest in and to our “Green Tea Diet” drink that we are also refraining from marketing at the present time.

As set forth in the section above titled “**Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration**,” we have a  federal trade name and trademark on the phrase A*ctive UpLift®* which we obtained in 2008.  During our 2009 fiscal year, we 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 *All Day Energy Spray®* had issued and is now registered.  This has enabled us to put the small “r” with a circle around it next to the name of both of these products, something that we now routinely do on all of our shipping packages and boxes used in interstate commerce.

10

We have received no notice from any person or company that our claim to the phrase or term A*ctive UpLift®* or *All Day Energy Spray®*in any way infringes on anyone else’s product or business.  While we can make no assurance that we will never receive any such a claim, we believe that since we have applied for the trademark and trade name with the U.S. Patent and Trademark Office and our application is public information, any person making any such a claim would likely have come forward by now.  

We have contemplated filing with the U.S. Patent and Trademark Office for a federal chemical patent on our *Active UpLift®* formula but have not as yet done so.  Based on our lack of advertising capital, however, it is unlikely that we will do so. Both *Active UpLift®* and *All-Day Energy Spray®* are currently marketed on a retail basis and also through our four (4) websites that we own www.upliftnutrition.com, www.upliftenergy.com, www.alldayenergyspray.com, and www.EpiGaia.com.
**Executive Offices**

During our 2009 fiscal year, our executive offices were re-located to 252 West Cottage Avenue, Sandy, Utah 84070. Our telephone number is 801-566-1079 and our fax number is 801-568-9111. This is also the business office address of Chairman of the Board and principal shareholder. We pay no rent for the use of this address or facility. We do not believe that we will need to maintain any other or additional office at any time or in the foreseeable future in order to carry out our plan of operations described in this document. This is because our business is “on-line,” meaning that the current facilities are adequate to meet our needs until something occurs which requires either more or different office space. We do not foresee that in the foreseeable future.

**ITEM 3. LEGAL PROCEEDINGS.**

There are presently no pending legal proceedings to which the Company or any officer, director or major stockholder is a party or to which us or our products are subject and, to the best of our knowledge, information and belief, no such actions against us are contemplated or threatened.

 
**ITEM 4. (REMOVED AND RESERVED).**

11

**PART II**

 
**ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**

**Market Information**

During early February of 2008, our common capital stock became quoted on the Over The Counter Bulletin Board (OTCBB) under the symbol, UNPT.OB.  As per information obtained from the OTCBB, the trading activity in our stock for each quarter of fiscal 2010 and 2009 is set forth below. 

OTC Bulletin Board®

**Quarterly Trade and Quote Summary Report**

***UPNT - UPLIFT NUTRITION INC***

***Year Ending  December 2010***

 

 

CLOSING BID

CLOSING ASK

2010

VOLUME

HIGH

LOW

HIGH

LOW

12/31/2010

145,120

$0.01

$0.00

$0.09

$0.00

 

 

 

 

 

 

9/30/2010

15,035

$0.04

$0.001

$0.20

$0.06

 

 

 

 

 

 

6/30/2010

583,970

$0.16

$0.025

$0.24

$0.03

 

 

 

 

 

 

3/31/2009

152,508

$0.20

$0.07

$0.25

$0.10

 

 

 

 

 

 

OTC Bulletin Board®

**Quarterly Trade and Quote Summary Report**

***UPNT - UPLIFT NUTRITION INC***

***Year Ending  December 2009***

 

 

CLOSING BID

CLOSING ASK

2009

VOLUME

HIGH

LOW

HIGH

LOW

12/31/2009

1,241,170

$.62

$0.1

$0.69

$0.20

 

 

 

 

 

 

9/30/2009

201,649

$0.57

$0.10

$0.72

$0.20

 

 

 

 

 

 

6/30/2009

1,401,167

$1.20

$0.19

$1.40

$0.29

 

 

 

 

 

 

3/31/2009

96,360

$0.60

$0.19

$0.63

$0.50

 

 

 

 

 

 

**NOTE:** THE INFORMATION ABOVE WAS COMPILED WITH CARE FROM SOURCES BELIEVED TO BE RELIABLE BUT NEITHER PINK SHEETS, LLC, NOR THE OTC BULLETIN BOARD CAN GUARANTEE THE ACCURACY OF OR WARRANTEY OF THIS INFORMATION’S USE FOR ANY PURPOSE.

**NOTE**: PRICES INDICATED ABOVE HAVE NOT BEEN ADJUSTED FOR STOCK DIVIDENDS OR SPLITS. 

**NOTE:** THE ABOVE BID AND ASK QUOTATIONS REPRESENT PRICES BETWEEN DEALERS AND DO NOT INCLUDE RETAIL MARKUP, MARKDOWN OR COMMISSION.  FURTHERMORE, THEY DO NOT REPRESENT ACTUAL TRANSACTIONS. 

As of our year end and as of the date of this annual report, there are a total of 45,451,944 shares issued and outstanding. For more information on who owns our stock and what stock may trade without restriction, see Item 12 of Part III below titled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.”  

As stated above, we currently have no outstanding warrants, options, incentive stock option or employee compensation plans of any kind or nature. At the same time, and though there are currently no plans to do so, no assurance can be given that such derivative securities will not be issued in the future, particularly if there is a good business reason to do so.  We do have convertible notes outstanding that can be converted into common stock.  

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Having obtained an OTCBB symbol over 3 years ago, there are, and have been, NO plans, proposals, arrangements or understandings with any person, including any securities broker-dealer or anyone associated with a broker-dealer, concerning the development of a trading market in our common capital stock on the OTCBB. Moreover, we have had NO discussions with anyone, to date, in this regard.

**Holders**

According to our stock transfer agent, Fidelity Transfer Company, as of the date of this annual report, there are 1,239 holders of record of our common capital stock.  

**Dividends and Dividend Policy**

Our Board of Directors has NOT declared or paid cash dividends or made distributions in the past and we do not anticipate that we will pay cash dividends or make distributions to shareholders in the foreseeable future. We currently intend to retain and invest future earnings, if any, to finance our operations.

The holders of our common stock are entitled to receive such lawful dividends as may be declared by the Board of Directors. As of this date, no such dividends have been declared and based on our current need for advertising capital; management does not believe it likely that dividends will be declared in the near or distant future. The payment of any future dividends will depend upon, among other things, future earnings, capital requirements, our financial condition and general business conditions. As a result, there can be no assurance that any dividends on common stock will be paid in the future. We also have no redemption or sinking fund provisions applicable to any shares of common stock.

**Description of Securities**

Our authorized capital stock consists of 100,000,000 shares of common capital stock, $0.001 par value, of which 45,451,944 shares were issued and outstanding as of our fiscal year-end, December 31, 2010.  The same number of shares is also issued and outstanding as of the date of this annual report.  

As of our December 31, 2010, year-end, including the date of this Annual Report, there are NO options, warrants, stock appreciation rights, or other rights of a similar nature outstanding which currently obligate us to issue any additional common stock to anyone.   We do, however, have convertible notes outstanding that can be converted into common stock.  This convertible debt amounted to approximately $265,000 as of December 31, 2010.  

Our common stock is considered a "penny stock" because it meets, or would meet, if and when it trades, one or more of the definitions in Commission Rule 3a51-1 of the Exchange Act. These include but are not limited to the following: (i) the stock trades at a price less than five dollars ($5.00) per share; (ii) it is NOT traded on a "recognized" national exchange; (iii) it is NOT quoted on the FINRA’s automated quotation system (NASDAQ), or even if so, has a price less than five dollars ($5.00) per share; OR (iv) is issued by a company with net tangible assets less than $2,000,000, if in business more than three years continuously, or $5,000,000, if in business less than a continuous three years, or with average revenues of less than $6,000,000 for the past three years. The principal result or effect of being designated a "penny stock" is that securities broker-dealers cannot recommend the stock but must trade in it on an unsolicited basis.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2 promulgated there under by the Commission require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. These rules may have the effect of reducing the level of trading activity in the secondary market, if and when one develops.

Potential investors in our common stock are urged to obtain and read such disclosures carefully before purchasing any shares that are deemed to be "penny stock." Moreover, Commission Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker- dealer made the determination in (ii) above; and (iv) receive a 

13

signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Pursuant to the Penny Stock Reform Act of 1990, broker- dealers are further obligated to provide customers with monthly account statements.

Compliance with the foregoing requirements may make it more difficult for investors in our stock to not only buy but to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

We are informed that the successor to the National Association of Securities Dealers, Inc. (NASD), now known as the Financial Industry Regulatory Authority (FINRA), issued certain rules or regulations in early 2009 relative to depositing physical certificates in a brokerage account, among other things.  We are not familiar with these new rules or regulations as they do not affect us directly but we would encourage a shareholder or interested person to contact his or her stock brokerage firm to determine if these new rules and regulations affect such person. 

**Common Capital Stock**

The holders of our common stock are entitled to one (1) vote per share on all matters submitted to a vote of the shareholders. In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available for such purpose. In the event of dissolution, liquidation or winding-up, the holders of common stock are entitled to share ratably in all assets remaining after satisfaction of all our liabilities, subject, of course, to the prior distribution rights of any preferred stock that may be outstanding at that time. The holders of common stock do not have cumulative voting rights or preemptive or other rights to acquire or subscribe for additional, unissued or treasury shares, which means that the holders of more than 50% of such outstanding shares voting at an election of directors can elect all the directors on the board of directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of the directors.
**Preemptive Rights, Cumulative Voting and Control**

Under Nevada law, if a corporation does not expressly allow, in its Articles, for preemptive rights, no such rights are authorized. When we re-incorporated in Nevada, our Articles did not expressly provide for any such rights. That is to say, no shareholder has the right to acquire stock from us on any set of terms before that same stock is offered to another person. This is the definition of "preemptive rights." In addition, as set forth in the previous paragraph, cumulative voting in electing directors is similarly not authorized by our Articles of Incorporation. Accordingly, the holder(s) of a majority of our outstanding shares, present in person or by proxy, will be able to elect all of directors at a meeting called for such purpose.

**Liquidation Rights**

In the event of liquidation, dissolution or a winding up of us or our affairs, holders of common stock would be entitled to receive pro rata all of our remaining assets that are available and distributable to the shareholders after first satisfying claims of creditors and anyone else having rights that are superior to those of the common stockholders.

**Securities Authorized for Issuance under Equity Compensation Plans.**

We have NOT authorized any securities for issuance under any equity or other compensation plans of any type or nature, inasmuch as we have NOT adopted any such incentive or compensation plans and have no intention, at present, to do so.

**Recent Sales of Unregistered Securities.**

At the end of our third quarter, we issued a total of 3,000,000 shares of common stock to three (3) corporations unaffiliated with us or any of our officers or directors.  These corporations had previously purchased $150,000 (face value) of Uplift Holdings, LLC’s convertible note pursuant to which we have, over the years, accrued substantial debt to Uplift Holdings.  The debt to these three corporations was converted at a price of $0.05 per share, which our Board believed was the fair market price of our stock on the dates of conversion  This conversion eliminated $150,000 of debt on our balance sheet.  Rule 144(d)(3)(ii) of the General Rules and Regulations of the Commission allows a “debt security” to be converted to common stock upon compliance with the holding period of Rule 144.  Since these three corporations had held their portion of the convertible note a sufficient length of time, we authorized the cancellation of $150,000 of debt in exchange for the issuance, to them, of a total of 3,000,000 common shares.  See also our Form 10-Q for our third quarter ended September 30, 2010. 

14

Also during the end of our third quarter, our Board approved a request by one of our officers to convert approximately $10,164 in loan amounts he had made to us since 2006, an amount reduced to a formal promissory note in 2009.  This figure of $10,164 included accrued interest.  Based on our stock’s bid and asked price of 4 cents to 6 cents per share at September end, the Board approved the conversion of $10,164 in debt at $0.05 per share.  While the actual math results in 185,460 shares, the Board determined to issue the officer a round number of 185,000 “restricted” shares.  As with the other note conversions we undertook during the fiscal year, this conversion reduced our outstanding debt by $10,164. 

On December 28, 2010, our Board authorized the conversion of $350,000 (face value) of Uplift Holdings’ convertible note into 17,500,000 “restricted” shares of common stock at a conversion price of $0.02 per share.  This was the market price of our stock on the date of conversion.  See Item 12 below setting forth the ownership interests of our officers, directors and 5%or greater shareholders.  While this debt-to-stock conversion has substantially increased Uplift Holdings’ ownership interest in us, it has simultaneously eliminated $350,000 of debt on our balance sheet.  See our financial statements in Item 8 below.  As of our year end, this conversion has left Uplift Holdings with a remaining balance on its convertible note in the amount of approximately $260,000.

The foregoing stock issuances were made in reliance on the Section 4(2) or non-public offering exemption from federal securities registration and the corollary private placement or similar exemption under applicable state law. 

**Use of Proceeds of Registered Securities.**

None; not applicable.

**Purchases of Equity Securities by Us and Affiliated Purchasers.**

The Company did NOT purchase any of its own securities during the 2010 fiscal year.  

Our Chairman of the Board, Mr. Edward Hall, did purchase, in the open market, as many as 5,000 shares for his own, personal account during 2010.  In doing so, Mr. Hall promptly filed a Form 4 reporting such transaction. 

As disclosed in the subheading above titled **Recent Sales of Unregistered Securities**, certain of our insiders did acquire common stock, namely, equity securities, during the 2010 fiscal year; however, such equity securities were acquired in exchange for cancellation of portions of convertible notes held by them and were not purchased or acquired for cash.

**Stock Transfer Agent**

Fidelity Transfer Company ("Fidelity") is our stock transfer agent and has served as such since our initial public offering in the mid 1950's.  Fidelity is located at 8915 South 700 East, Suite 102, Sandy, Utah 84070, phone number 801-562-1300, fax number 801-233-0589.
**ITEM 6.  SELECTED FINANCIAL DATA.**

Responding to this item is not required for smaller reporting companies.  

 
**ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION AND RESULTS OF OPERATIONS.**

We are a start-up, internet-based eCommerce company that offers and sells a new natural energy and health drink called *Active UpLift®*in two different flavors and an energy spray called *All-Day Energy Spray®*.  

During our previous fiscal year, namely, 2009, we completed the formulation and development of a “super juice” known as *EpiGaiaTM* and a “Green Tea Diet” drink, neither of which are being marketed at the present time for want of advertising capital and the general funds available to do so.   

In addition to offering our products for sale on-line, we continue to do what is necessary to get our 2 products carried in retail grocery and health food stores around the country but this is exceptionally difficult since we lack the advertising budget or capital to maintain any such presence.  While we have made substantial progress in this regard over the last two years, our ability to stay in a retail store without a significant or meaningful advertising budget is limited.  Because we do not have a significant presence in any grocery or other retail stores, we now rely on the Internet for the majority of our business.  Our four (4) websites, www.upliftnutrition.com, www.upliftenergy.com, www.alldayenergyspray.com, 

15

www.EpiGaia.com, each offer and sell both *Active UpLift®* and *All-Day Energy Spray®*, websites hosted by www.godaddy.com.

Our first product, *Active UpLift®*, was only suitable for offer and sale in interstate commerce, and on a retail basis, as recently as two years ago.  At the same time, our other product, *All Day Energy Spray®,* was only recently developed for offer and sale within the last year and a half.  Because these products have so recently come to market and because we have not been able to spend the necessary amounts on advertising, we were not able to generate significant revenue during 2010 or 2009.  For the year ended December 31, 2010, we generated $15,848 in revenue net of discounts and coupons from the sale of *Active UpLift®* and *All-Day Energy Spray®* compared to $4,647 in revenues for the year ended December 31, 2009.

As of December 31, 2010, we had not shipped any more product to Ralphs grocery stores.  However, some Ralphs stores in Southern California, to our understanding, currently carry some of our product on its shelves.  As of the date of this document, we have also not shipped any more product to Albertsons grocery stores throughout Colorado and Arizona or Harmons grocery stores in the State of Utah. 

Cost of goods sold were $11,414 for the year ended December 31, 2010 compared to $5,123 for the year ended December 31, 2009.  This increase is mainly the result of obsolete inventory.  

Retail store placements require a certain amount of money to be spent on advertising.  Accordingly, at the end of 2009 we had completed ‘in store’ demos in various store locations that carry our product for sale. We have been scheduling, and have tried to schedule, more local and regional sporting events such as runs conventions and other events that are heavily attended and in which we will act as major sponsors.  In the past, we have also placed ads in regional magazines and periodicals throughout our market regions.  What we anticipate budgeting for this type of expense is not known at this time as we lack the capital for a serious advertising budget.  These promotional activities included not only advertising dollars but contribution of product samples, giveaways, coupons and retail store cooperative advertising. Our marketing expenses for the year ended December 31, 2010 were $14,261 compared to $69,771 for the year ended December 31, 2009.  For the year ended December 31, 2010, marketing expenses consisted of $870 in advertising costs and $12,169 in product used in demonstrations, free samples, and giveaways in connection with sponsorship of events.  We also incurred $1,222 for marketing on our website during the fiscal year.  

Consulting and professional fees were $48,207 for the year ended December 31, 2010 compared to $248,500 during the year ended December 31, 2009.  The decrease was due to the fact that during the fiscal year we were no longer using consultants for this purpose and currently we have no on-going consulting agreements of any kind.

General and administrative expenses were $21,437 for the year ended December 31, 2010 compared to $119,655 for the year ended December 31, 2009.  The decrease is mainly the result of decreased sales and operations.  

Though we engaged a Canadian consultant last year to ensure that our products are acceptable under Canadian standards, we have not completed the process necessary to ensure that our products meet these requirements. ** **

**Liquidity and Capital Requirements**

As of our fiscal year ended December 31, 2010, we had $1,076 in cash.  What we have in our checking or bank account at any given time is insignificant inasmuch as our working capital has historically been provided by our majority shareholder.  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, at present, we have no way of paying any interest payments to Uplift Holdings.  As of December 31, 2010, we have accrued $109,077 in interest due and owing to 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. 
We hope to be able to satisfy our cash requirements for at least the next 12 months in that our majority shareholder has committed itself to advancing what funds are necessary for us to satisfy all of our cash requirements and otherwise keep us current in our 1934 Exchange Act reporting obligations for at least the ensuing year. Our majority shareholder lacks 

16

the capital and resources to fund advertising campaign, particularly given that we have come to realize how expensive such an endeavor really is.  

We believe that a year period is consistent with the disclosure in our PLAN OF OPERATION described below in that we believe that within 1 year, we should be able to successfully carry out our business plan if we can find sufficient advertising capital on acceptable terms. If a determination is made by management within the next year 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 one year 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 year, particularly if it appears that we will indeed be able to successfully carry out our business plan if we continue beyond the year. 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 would consider a private placement of our shares, the form of which we also cannot predict at this time.

As a result of the forgoing, our majority shareholder, Uplift Holdings, obtained Board approval in January 2010, to reduce the Company’s debt to it to a debt security, namely, an on-going convertible note, much the same as a convertible revolving line of credit, and sell all or part of the same to a third party.  The Company further agreed, in such event, to allow the debt security to thereafter be converted to “restricted” common stock under Rule 144(d)(3)(ii). As disclosed in the “Recent Sales of Unrestricted Securities” subsection of Item 5 above, during the year, holders of convertible note debt converted the same to a total of 20,685,000 shares of common stock, thereby increasing our issued and outstanding shares in that amount during the year.  While these conversions of debt securities to common stock have removed over $510,164 of debt from our balance sheet, issuing such shares has nonetheless caused existing shareholders to be substantially diluted.  

**Our Budget over the Next 12 Months**

Due to our lack of working capital necessary to generate a serious and aggressive advertising campaign, we are unable to devise or project an advertising budget for 2011. Assuming that we do not obtain sufficient working capital during the year to embark on an extensive advertising campaign, what capital we have or what advances we will obtain from our majority shareholder will be used, during 2011, to keep us current in our reporting obligations and to pay attorneys, accountants and auditors. 

For information on the cost of manufacturing and packaging our product, reference is made to our PLAN OF OPERATION section below.

**Contingency Planning.**

Any funding for emergencies is anticipated to be advanced by our majority shareholder, assuming that it has the available funds to do so.

**Off-Balance Sheet Arrangements.**

None; not applicable.
**Effect of Current Economic Conditions**

Obviously, current economic conditions, including the recent hikes in the price of oil, are hurting all businesses, not to mention retail outlets and retail sales overall.  Most Americans are not spending money today like they have in the past. Since much of the effects of the current recession have only become apparent in the two years, we are not in a position at this time to predict the recession’s effects on our overall business plan and plan of operation, not to mention 2011 sales.  No retail company that we know of is making any such predictions.  We suspect that sales in 2011 will be slower than they might otherwise be, simply because that is what is happening to everyone else.  

It is also our belief that *Active UpLift®* and*All Day Energy Spray®* are considered ‘boutique’ products that will sell well as long as the economy does well and the public has extra expendable income. Although we are still experiencing some 
17

sales, the current recession may likely have a negative effect on future *Active UpLift®* and*All Day Energy Spray®* sales. In addition to the type of market suitable for *Active UpLift®*, the particular market for *All Day Energy Spray®* is considered an ‘impulse’ market.   

**PLAN OF OPERATION**

Our principal business plan is to promote, market and sell our new energy spray,*All Day Energy Spray®*.  During the 2010 year, we decided to concentrate our efforts on this product and forego promoting and marketing our powdered natural energy and health drink, *Active UpLift®*.  We have done so because we believe there is a better, less competitive market for the former product than the latter.  While we have felt that our best markets will be large food store chains and specialty health food outlets, unfortunately, as stated elsewhere herein, we have lacked and currently lack the necessary capital to spend on advertising.   This  fact hinders our overall ability to not only “get into” retail stores but to thereafter maintain a presence. 

 

Our principal business plan, which had been to promote, market and sell our unique powdered natural energy and health drink, *Active UpLift®*, through traditional retail distributors, has changed. Because of the success of the 10 store market test of our newly created *All Day Energy Spray®* and the large number of retail distribution inquiries we have received in 2009, we have decided to focus our marketing efforts and finances on the distribution and retail sales of *All Day Energy Spray®,* not only throughout the US but internationally as well.  The best markets for the spray are in retail convenience stores which utilize point of sale marketing.  Unfortunately, with the current recession, we have not been able to generate significant sales of our first product, *Active UpLift®*.  Because we have come to the realization that our principal product, *Active Uplift®*, has substantial competition, we have decided to focus our energy and resources on marketing *All Day Energy Spray®*. This product does not face the direct competition in the marketplace that an energy drink does. 

We began marketing *All Day Energy Spray®* during the middle of our third quarter of 2009 and have had encouraging responses from retail users about how good it tastes and how effective the energy boost it gives actually is. 

Although it would have taken a long time for *Active UpLift®* to actually catch on and begin selling and would have further required spending substantial sums of money on advertising—money we don’t have at the present time—we are hopeful that it won’t take nearly as long nor will it require as much to be spent on advertising for *All-Day-Energy Spray®* to "catch on" and generate meaningful sales.  This remains to be seen, however.  As stated above, we believe this because *All-Day-Energy Spray®* has relatively little competition compared to*Active UpLift®*and the overall energy drink market.  

As a result of winding down our marketing efforts with respect to *Active UpLift®*, we had, and will have, less than anticipated sales and gross revenue during the coming 2011 year.  This is because we have, to a large degree, been overly side-tracked on developing product and have otherwise been devoting more time and energy to the completion of *All Day Energy Spray®* and *EpiGaiaTM*.  These efforts to complete these two new products, and, at the same time, obtain the necessary intellectual property protections, have distracted us from our ability to concentrate on increasing sales of *Active UpLift®*. However, as stated above, because *All Day Energy Spray®* seems to have the least competition, we are now focusing our marketing efforts on it*.*Because this is a new product, however, we have no any way of knowing or predicting what sales might be.  As of the date of this report, we are marketing *All-Day-Energy Spray®*in 4 independent convenience stores in Cache Valley, Utah. 
Our principal goal during 2011 is to raise capital in some fashion in order to embark on a serious advertising campaign in conjunction with a large retail chain store, many of whom we have contacted and communicated with for this purpose. As disclosed above, we allowed Uplift to “securitize” our debt to it (i.e., accounts payable) in the form of an ongoing convertible note.  We then allowed the creditor to exchange the debt securities for common stock.  This has substantially reduced our debt during the year.

**Our Websites**

Last year, we redesigned our UpLift website and three other website addresses have been added for the convenience of our eCommerce customers.  Along with our principal web addresses www.upliftnutrition.com and upliftenergy.com, we have created www.alldayenergyspray.comand www.EpiGaia.com, as additional stages from which to promote those two new products.   That is to say, we have created new websites specifically designed to market our *EpiGaiaTM* and *All Day Energy Spray®* products, websites that have only recently been launched.  As of now, we offer both *Active UpLift®* and *All Day Energy Spray®* directly on our websites and eventually plan to offer*EpiGaiaTM* on all of them as well.  We have 

18

spent an enormous amount of time and energy on these websites and encourage any investor or interested person to visit them. ** **

Our various websites are 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 websites “going down” at any given time are remote. As a result, we believe there is little likelihood of losing sales because one of our websites “goes down.”

**Mixing and Packaging**

We currently use a Weber County, Utah, company known as Harmony Concepts to mix our *Active UpLift®*product from pharmacopoeia grade raw ingredients.  “Pharmacopoeia grade” is a measure of an ingredient’s purity and sterility.  After *Active UpLift®* product been processed, it is sent in airtight containers to one of our packaging companies, who package the mix or powder into individual foil packets.  From there, 14 of the foil packets are packed into display or colored retail boxes that we created and designed for such purpose.  Ten (10) of these colored retail boxes comprise a shipping box. This is currently done at a cost of 8 cents per foil packet.    This is how the product is currently shipped, packaged and otherwise prepared for shipment. 

There is an 18-month shelf life after*Active UpLift®* is packaged.  As a result, we are reluctant to manufacture, package and store too much product at one time.  We need to be able to adjust our product ordering and packaging to the actual sales we have secured and in realistic anticipation of what orders may be over the next short period of time.

We have also obtained pricing from American Co-Pack in Los Angeles, a large product packaging company.  While Rocky Mountain Co-Pak charges about 8 cents to fill each foil packet, American Co-Pack, in the event of large orders on the nature of 250,000 or more, will be able to perform this service much cheaper.  American Co-Pack, when and if the occasion arises, will also be able to ship product in large pallets to retail grocery distributors around the country.  Until we receive the anticipated retail orders, we plan in the meantime, to continue shipping drums of mixed product to Rocky Mountain Co-Pak, as needed, which will hold the same in its warehouse until we give them further instructions.

Management has found at least four local manufacturers for *All Day Energy Spray®* that are competitively priced. To date, we have used the DaiShin Company for almost all of our *All Day Energy Spray®* product manufacturing. We did, however, during the latter part of 2010, use Mtn. View Packaging for a small run of manufacturing or re-packaging. Management feels that we have found sufficient manufacturers throughout Northern Utah to handle any size order that might come our way.

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 Colored Retail Boxes and Bar Codes**

Since 2006, we have made several efforts to update our colored retail box for *Active Uplift®*. Our boxes are made by a local company called International Paper Box Company.  Currently, it charges us between 28 and 45 cents per *Active Uplift®* box, depending upon volume.  We are not dependent upon this company for this purpose and there are several other companies than can manufacture our box for us**.**

In 2007, we purchased our own bar codes so we would be able to better control our product inventory.  This also enables us to have more codes ready in the event that we introduce new products to the market. The Bar Codes were applied for at a cost of $750 for 2,000 individual identifying numbers.

In our design and packaging of *All Day Energy Spray®*, we use very bright colors that identify each of the four flavors with a different bright color. Grape, for example, will be colored purple to reflect the purple color of grapes and Cinnamon flavor will be colored bright red to represent the hot taste of cinnamon. We have also designed a plastic display box with the same bright colors that will represent each flavor with its own distinct, bright color. Bar codes were assigned and placed on each of the our flavors so the company, as well as the distributor and retailer, can track sales, inventory, etc.

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**Processing Orders**

*Active Uplift®* comes in our colored, retail box that now contains 14 foil packets.  Each packet contains the powder that is mixed with water to make one (1) *Active UpLift®* drink.  One box of our product sells for $15.95 on-line, plus shipping and handling.  *All Day Energy Spray®**comes* in a 12 pack shipping/display case. Each flavor is shipped that way and has its own bar codes for tracking, etc.  One box of *All Day Energy Spray®* sells for $18 on-line, plus shipping and handling.  

Our modified websites have an active and operational shopping cart that accepts American Express, Visa, MasterCard, Discover Card and other, less known credit cards, including PayPal. Once an order is placed on-line, we receive an email from our credit card processing company.  We then go in our website Control Panel and process the order.  From there, we can print off U.S. Postal Service labels, etc.  Our website is currently set to accept all orders without our having to manually accept a credit card purchase order.  (We would only change this setting if we were out of product, an event that has not yet occurred.)  On-line Visa and MasterCard orders are currently processed directly through I-Payment, a large credit card transaction clearing or processing firm.  On-line American Express and Discover card transactions are processed through I-Transact, an affiliate of I-Payment, which has salesmen and which provides more direct transaction services and assistance.  Within 3 to 5 days of an order, the money is directly deposited in our bank account by I-Payment or I-Transact, as the case may be.  These services dispense with processing credit cards ourselves and we believe more than justify paying the required $10 monthly fee, a $5 per month statement fee, and a 2.16% transaction fee for each credit card sale.  If and when on-line sales increase, if they do, the transaction fee percentage is reduced. 

For larger orders, and large retail distributor orders in particular, we anticipate getting invoices faxed or emailed to us directly.  At that time, we determine how to fill the order depending upon the size and location of the order.  Retail distributor orders are NOT processed through our website but directly with and through us.  During 2010, we received no orders directly from Ralphs or Albertsons.  We did, however, receive product orders directly from Harmons and independent Maverick convenience stores.  These are specialty orders and were therefore NOT handled through our website. 

As a requirement of retailers placing orders with us, we sign distributor agreements with either the stores directly or with their respective distribution warehouse or agent where the product will be stored until the retail stores actually need and retrieve it from that location. All of these agreements are similar in content, purpose, and effect. Those we have received and signed have a ‘let out’ clause.  What this means is that if we don’t advertise and market the product to help start and support sales and the product doesn’t sell, the retail store has the right to send it back to us and charge us back for the product sent back. 

**Shipping and Handling**

When we receive an on-line or Internet order**for *Active UpLift®*, we typically print off a U.S. Postal Service label. Our system allows us to input proper postage on the label, which is $4.95 per shipping box.  This allows us to send the package to our customer by Priority Mail.  Currently, we have sufficient inventory on hand to ship on-line orders directly from Sandy, Utah, our corporate headquarters.  We use the same procedure for an on-line or Internet order of *All Day Energy Spray®*, the postage for which is $4.95 per box.  

For those on-line orders we process and ship directly from our Sandy, Utah, warehouse, our mailing label is placed on a shipping box at the warehouse or outlet where we store both *Active UpLift®* and *All Day Energy Spray®* product. Upon advice of our intellectual property counsel, we also place our own return address label on the package which contains or is conspicuously identified by the inscription "*Active UpLift®*" or “*All Day Energy Spray®*” as the case may be. According to counsel, this is necessary in order to demonstrate to the U.S. Patent and Trademark Office that we are using the trademark, service mark or trade name in interstate commerce, thereby entitling us to these federal trademarks and trade names. See heading in Item 2 above titled "**Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts.**" Further, each order includes or encloses an informational brochure that talks about our product. Once our shipping label process is complete, one of our officers or directors drops the package by the U.S. Post Office or we give it to the mail carrier when he comes by during the day.   

The average on-line order of *Active UpLift®* is one or two of our 14-packet colored retail boxes.  The average on-line order of *All Day Energy Spray®* is 2 bottles of varying flavors.  See the pictures on our website, www.upliftnutrition.com.  The U.S. Postal Service provides shipping boxes for this purpose at no cost to us.  Each colored retail box of our product holds 14 foil packets.  In the event that we have an order that is too large to be shipped 

20

in a U.S. Postal Service box, we would obtain appropriate shipping boxes from a local company known as Flex Pack.  We believe it is the best and least expensive supplier for this purpose.  

In the event that we obtain any large retail orders of *Active UpLift®*in places like California, for example, assuming that we do, we will likely “drop-ship” our product from American Co-Pack, a large Los Angeles-based packaging company which has given us good pricing for orders exceeding 250,000 foil packets of *Active UpLift®* product.  In the meantime, Rocky Mountain-Pak in Salt Lake City has agreed to fill our foil packets with product, 14 of which go in each colored retail box of product at an Internet sale price of $15.95 per box.  Only in the event that we get some very large retail orders will we use American Co-Pack to fill and ship very large orders such as 200 cases to retail distributor outlets in California.  We are not set up with American Co-Pack as yet and this will only occur if and when we communicate any such large order to them. 

Large orders of *All Day Energy Spray®* will either be shipped directly from our manufacturer or, if we have enough inventory at the warehouse, we might ship directly from the warehouse so our in warehouse inventory does not go out of date.

With regard to retail orders we have recently received, these have been shipped from our new office location and “warehouse” located at 252 Cottage Avenue, Sandy Utah 84070, to the distribution centers or stores directly by commercial freight or private carriers. The freight charges are usually paid by the customer, but on some occasions, if the orders are large enough, we will ship the product ‘prepaid’.****

**Inventory**

As of December 31, 2010, our year end, we had approximately $36,440  in raw materials such as shipping boxes, containers, and other items in inventory and ready for packaging. As of December 31, 2010 we had approximately $11,348 in finished goods inventory.   

As to who mixes and then packages our *Active UpLift®* product, reference is made to the subheading above titled “Mixing and Packaging.”  As stated in such section above, we do not mix an exorbitant amount of product inasmuch as our *Active Uplift®* product only has a one (1) year shelf life at best.  

As of this date, the Company has approximately 2,500 shipping boxes ready to be filled as product is produced by Harmony Concepts.  However, we only order when we run low on inventory due to the time sensitive nature of our *Active Uplift®* product and we want everything we ship to retail outlets to be fresh and have as long a shelf life as possible which is at least one year. When the time arises and when we get low on packaged inventory, we will place an order with Harmony Concepts and it will be packaged by either Mtn. View Packaging or American Co-Pak as per our instructions. Lead time for this is approximately two to three weeks. Again, reference is made to the subheading above titled “Mixing and Packaging.”  

**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.  Because there are numerous bulk food manufacturers in the Salt Lake area, we are NOT reliant on one vendor for our success.  

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.  

Although the suppliers and manufacturers of *All Day Energy Spray®* are different from *Active UpLift®*, they all have excellent reputations in the manufacturing and packaging business. They also sign non-disclosure, non-compete agreements with the Company before we contract with them. 

**Our Plan over the Next 12 Months**

As a result of the recession and people tightening their belts and not spending as much money, we have had a difficult time generating sales for *Active UpLift®*.  As a result, and as stated elsewhere in this document, we have decided to 

21

concentrate our advertising and marketing efforts on *All Day Energy Spray®*. To accomplish this, we have completely updated and expanded our existing websites, and even added three more to our marketing strategy, making a total of four websites available for advertising, marketing and sales. Though these websites, we have been offering and will continue to offer our *Active Uplift®* product on a “try it free” promotional effort to anyone who wants the product. Any order placed through this program from the internet will receive a 14 pack “combo” box of *Active Uplift®* containing 7 packets of Raspberry Lemonade flavor and 7 packets of Apple Cinnamon for free. All the person needs to do is pay for the shipping charges. 

We have been in discussions with large distribution groups outside of the US to contract with them to distribute *All Day Energy Spray®* outside the US.  As of the date of this document, none of such discussions have resulted in the sale of any product outside of the US.  During the next 12months, we intend to actively pursue enhancing sales of *All Day Energy Spray®*. As stated above, sales of *Active UpLift®*have NOT been promising during these tough economic times but we will continue to offer it for sale and once the economy turns around, we will consider re-starting a new marketing campaign in regard to it, assuming that funds are available for such purpose.  Currently, we do not have funds for that purpose, particularly considering that there is an enormous amount of competition in the energy consumption market.

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

**Our Current On-Line Marketing/Advertising Strategy**

As disclosed above, we changed directions during 2010 and have decided to concentrate our marketing efforts on *All Day Energy Spray®* instead of *Active Uplift®* or *EpiGaiaTM*. In this regard, we are concentrating our new marketing efforts in several areas.  First, we are concentrating on website advertising and marketing through several new websites and otherwise keeping all of our websites updated and fully functional. Through these efforts, we have now started a marketing effort on various popular and more significant search engines. 

In order for our Internet/eCommerce business to succeed, we additionally plan, among those things mentioned above, and on an on-going basis, to:

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

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

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

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

-- expand the products and services offered on our 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

**Our Current and Continued Efforts to Get *Active UpLift****®*****and *All Day Energy Spray®*******Featured and Carried in National Retail Grocery and Health Food Chain Stores.**

During our 2009 and 2010, we were contacted and approached by several national advertisers and retail distributors who claim to advertise and supply in the regional areas where our products would be made available on a large retail store basis.  Saying it another way, once we line up certain retailers, these retailers like to work with specific distributors in their area who will warehouse product for them.  The distributor then holds the product and provides it to the retail store 

22

when needed.  We have also approached several retailers directly, some of whom have directed us to their local distributor.  Unfortunately, because of our current lack of advertising capital, we are not yet a good candidate to have our products carried in any national chain store outlet. 

Because we already feature our 2 principal products in a colored retail box with a bar code (see our website, www.upliftnutrition.com, which carries pictures of our box), we are one step ahead of this overall retail process.  In other words, we are already set up to be carried, right now, in large retail chain stores.  We believe this is an important milestone or accomplishment that we have already achieved in that many companies sell their products on the Internet without having a colored retail box and bar code for retail purposes.  Without this asset, one’s product isn’t capable of being carried in a retail store.  Having said this, the marketers and advertisers that we have talked to and met with want a monthly fee of several thousand dollars in order to approach and attempt to get us involved with national retail food store chains.  Some also want percentages of sales.  Depending upon our margins, promising percentages of sales is something that we need to thoroughly think through.  We are continuing to consider these options and we continue to meet with the various people who are making these and other representations to us.  

**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 for want of capital but which we intend to seriously consider and which are designed to additionally promote us and our website:

1) through reciprocal links with other websites;

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

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

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

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

 

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

**Employees, Experts, Consultants and Advisors**

Currently, we have no employees. Employees are not necessary at this stage of our development. Our officers and directors will perform daily duties as needed. We only intend to hire employees if and when the need develops. Currently, there is no such need.
Our directors and officers do not receive any remuneration for their services nor are they accruing earned compensation. We might however, approve the issuance of stock from time to time as a bonus for work that has been performed. 

 

In implementing our business plan, we are holding expenses to a minimum and we plan to obtain expert and other services on a contingency basis if and when needed. Until now when we need advertising capital, we have not had a particular or specific need for any outside experts, advisors or consultants. If we engage outside advisors or consultants for any particular purpose, we will have to make a determination as to how such persons will be compensated. Other than the consulting agreement we entered into with Mirador Consulting Group, which expired in late 2010,  To date, we have NOT made any arrangements or definitive agreements as yet to use outside experts, advisors or consultants for any reason. This is because, so far, we have not needed to. We do have a website technician whom we have hired to, among other things, enhance our html source or description codes, namely, Keywords, on our website so that information is more easily susceptible to Yahoo! and Google's "crawler" or “spider.” (For those readers or investors who are not aware of what "crawler" means, a "crawler" is the computer software program utilized by Yahoo! and Google, for example, to go out into the Internet and collect "buzz" and other Keywords on all the available websites and thereafter catalogue them for their respective search engines. We are informed that the "crawler" programs are launched by Google and Yahoo! about every 30 days.) See the subheading above titled "Marketing/Advertising."  

23

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

**Obligation of Our Principal Shareholder to Finance Us in Our Reporting Obligations Over at least the Next Year.**

As stated elsewhere in this document, our principal shareholder, Uplift Holdings, intends to provide us with sufficient funding, over at least the next year, to keep us current in our SEC reporting obligations.  This does NOT include advancing us the funds necessary to embark on a national advertising campaign.  The only caveat with regard to this commitment is if it is determined by us and our majority shareholder within the next year 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 further funding us. We have NOT entered into any formal, written agreement with Uplift Holdings that contractually binds or obligates it, in writing, to fund us for the next year, though we consider this commitment on its part to be a legal obligation upon which we and our shareholders have, up until now, been able to rely. Having said this, we will nonetheless be required to continue to evaluate our business plan. At the expiration of one year, or earlier, and assuming that we have not been able to obtain the needed capital to expend on advertising, management will have to re-evaluate our overall plans, intentions and strategies and, in particular, Uplift Holdings will then have to evaluate whether, and to what extent, it wants to continue to fund our continued existence as a fully reporting company. For our fiscal year ended December 31, 2010, Uplift Holdings advanced us a total of approximately $80,000.  This figure is disclosed as stockholder advances on our balance sheet contained in Part F/S below as a liability, along with previous debt owed to Uplift Holdings.  See our financial statements in Item 8 below.  

**ITEM 7A.  QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  **

No response to this item is required for smaller reporting companies. 

24

**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.**

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**FINANCIAL STATEMENTS**

**CONTENTS**

**    PAGE**

Reports of Independent Registered Public Accounting Firm 

    27

Balance Sheets

    29

Statements of Operations

    30

Statements of Stockholders’ Deficit

    31

Statements of Cash Flows

    32

Notes to Financial Statements 

33-39

25

**Morrill & Associates, LLC**

Certified Public Accountants

563 West 500 South, Suite 425

Bountiful, Utah 8401

801-292-8756 Phone; 801-292-3558 Fax

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To The Audit Committee

Uplift Nutrition, Inc.

Salt Lake City, Utah

We have audited the accompanying balance sheet of Uplift Nutrition, Inc. (a development stage company) as of December 31, 2010, and the related statements of operations, stockholders' deficit, and cash flows for the year ended December 31, 2010 and for the period from inception on March 7, 2005 through December 31, 2010.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Uplift Nutrition, Inc. as of December 31, 2010, and the results of its operations and its cash flows for the year ended December 31, 2010 and for the period from inception on March 7, 2005 through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not yet established a consistent source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2010, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Morrill & Associates 

Morrill & Associates, LLC

Bountiful, Utah

March 28, 2011

26

Chisholm Bierwolf Nilson & Morrill, LLC [Letterhead]

**REPORT OF INDEPENDENT REGISTERD CERTIFIED PUBLIC ACCOUNTING FIRM**

To the Board of Directors

Uplift Nutrition, Inc. (a development stage company)

We have audited the balance sheet of Uplift Nutrition, Inc. (a development stage company) as of December 31, 2009 and the related statements of operations, stockholders' deficit, and cash flows for the year ended and the period from inception on March 7, 2005 through December 31, 2009.   These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.  

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly in all material respects, the financial position of Uplift Nutrition, Inc. (a development stage company), as of December 31, 2009 and the results of its operations and its cash flows for the year ended and the period from inception on March, 7 2005 through December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not yet established a consistent source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2009, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

*/s/ Chisholm Bierwolf Nilson & Morrill, LLC*

Chisholm Bierwolf Nilson & Morrill, LLC

Bountiful, Utah

April, 15 2010

27

UPLIFT NUTRITION, INC.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

ASSETS

 

December 31, 2010

 

 

December 31, 2009

 

 

 

 

 

 

 

   CURRENT ASSETS

 

 

 

 

 

     Cash and cash equivalents

$              1,076

 

 

$              6,475

 

     Accounts receivable, net

-

 

 

572

 

     Inventory

47,788

 

 

65,131

 

          Total Current Assets

48,864

 

 

72,178

 

   PROPERTY AND EQUIPMENT, NET

1,272

 

 

2,376

 

   OTHER ASSETS

 

 

 

 

 

      Intangible assets, net

9,685

 

 

22,862

 

          Total Other Assets

9,685

 

 

22,862

 

               TOTAL ASSETS

$            59,821

 

 

$            97,416

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

   CURRENT LIABILITIES

 

 

 

 

 

     Accounts payable

$            12,592

 

 

$            35,390

 

     Accrued interest payable – related party

109,077

 

 

63,837

 

     Deferred revenue

-

 

 

15,325

 

     Stockholder advances

155,874

 

 

584,362

 

          Total Current Liabilities

277,543

 

 

698,914

 

               TOTAL LIABILITITIES

277,543

 

 

698,914

 

 

 

 

 

 

 

   STOCKHOLDERS’ DEFICIT

 

 

 

 

 

     Common stock, $0.001 par value; 100,000,000 shares authorized,

        45,451,944 and 24,766,944 shares issued and outstanding,

        respectively

45,452

 

 

24,767

 

     Additional paid-in capital

1,053,533

 

 

564,054

 

     Deficit accumulated during development stage

(1,316,707)

 

 

(1,190,319)

 

          Total Stockholders’ Deficit

(217,722)

 

 

(601,498)

 

               TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$            59,821

 

 

$            97,416

 

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

28

UPLIFT NUTRITION, INC.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

 

For the Year Ended December 31,

 

From Inception on March 7, 2005 through December 31, 

 

2010

 

2009

 

2010

 

 

 

 

 

 

   NET REVENUES

$            15,848

 

$      4,647

 

$               28,193

   OPERATING EXPENSES

 

 

 

 

 

     Cost of sales

11,414

 

5,123

 

36,848

     Marketing

14,261

 

69,771

 

207,716

     Consulting and professional fees

48,207

 

248,500

 

499,119

     Other general and administrative

21,437

 

119,655

 

258,654

     Salaries and wages

-

 

-

 

215,250

     Provision for non-collectible receivables

-

 

-

 

12,480

          Total Operating Expenses

95,319

 

443,049

 

1,230,067

   LOSS FROM OPERATIONS

(79,471)

 

(438,402)

 

(1,201,874)

   OTHER INCOME (EXPENSES)

 

 

 

 

 

     Loss on disposal of assets

-

 

-

 

(1,764)

     Interest expense – related party

(46,917)

 

(36,554)

 

(113,069)

          Total Other Income (Expense)

(46,917)

 

(36,554)

 

(114,833)

   LOSS BEFORE INCOME TAXES

(126,388)

 

(474,956)

 

(1,316,707)

   INCOME TAX EXPENSE

-

 

-

 

-

   NET LOSS

$       (126,388)

 

$(474,956)

 

$        (1,316,707)

   BASIC AND DILUTED:

 

 

 

 

 

     Net loss per common share

$            (0.00)

 

$     (0.02)

 

 

     Weighted average shares outstanding

25,713,574

 

24,335,985

 

 

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

28

**UPLIFT NUTRITION, INC.**

(A Development Stage Company)

**STATEMENTS OF STOCKHOLDERS' DEFICIT**

For the period of inception (March 7, 2005 through December 31, 2009

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

During

 

Total

 

 

Common Stock

 

Additional

 

Development

 

Stockholders'

 

 

Shares

 

Amount

 

Paid-in Capital

 

Stage

 

Deficit

Inception, March 7, 2005

 

                        - 

 

 $               - 

 

 $                     - 

 

 $                  - 

 

 $                     - 

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

 

        20,000,000 

 

        20,000 

 

            (19,000)

 

                     - 

 

                1,000 

Capital contributions July through November, 2005

 

                        - 

 

                  - 

 

              31,930 

 

                     - 

 

              31,930 

Net loss for the year ended December 31, 2005

 

                        - 

 

                  - 

 

                        - 

 

         (25,859)

 

             (25,859)

Balance, December 31, 2005

 

        20,000,000 

 

        20,000 

 

              12,930 

 

         (25,859)

 

                7,071 

Capital contributions January through  May 2006

 

                        - 

 

                  - 

 

              10,511 

 

                    - 

 

              10,511 

Common stock issued in a stock offering  transaction, June 2006

 

          2,841,944 

 

          2,842 

 

              (3,212)

 

                    - 

 

                  (370)

Common shares issued for services  at $0.21 per share, October 2006

 

          1,325,000 

 

          1,325 

 

            276,925 

 

                    - 

 

            278,250 

Net loss for the year ended December 31, 2006

 

                        - 

 

                  - 

 

                        - 

 

       (328,905)

 

           (328,905)

Balance, December 31, 2006

 

        24,166,944 

 

        24,167 

 

            297,154 

 

       (354,764)

 

             (33,443)

Common shares issued for services  at $0.40 per share, November 2007

 

               50,000 

 

               50 

 

              19,950 

 

                    - 

 

              20,000 

Net loss for the year ended December 31, 2007

 

                        - 

 

                  - 

 

                        - 

 

       (126,310)

 

           (126,310)

Balance, 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, December 31, 2008

 

        24,216,944 

 

        24,217 

 

            317,104 

 

         (715,363)

 

           (374,042)

Common shares issued for services at $0.45 per share, October 2009

 

             550,000 

 

             550 

 

            246,950 

 

                      - 

 

            247,500 

Net loss for the year ended December 31, 2009

 

                        - 

 

                  - 

 

                        - 

 

         (474,956)

 

           (474,956)

Balance, December 31, 2009

 

        24,766,944 

 

  24,767 

 

 564,054 

 

(1,190,319)

 

(601,498)

Common shares issued for conversion of debt at $0.05 per share, September 2010

 

3,185,000

 

3,185

 

156,979

 

-

 

160,164

Common shares issued for conversion of debt at $0.02 per share, December 2010

 

17,500,000

 

17,500

 

332,500

 

-

 

350,000

Net loss for the year ended December 31, 2010

 

-

 

-

 

-

 

(126,388)

 

(126,388)

Balance, December 31, 2010

 

45,451,944

 

$45,452

 

$1,053,533

 

$(1,316,707)

 

$(217,722)

 

 

 

 

 

 

 

 

 

 

 

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

30

UPLIFT NUTRITION, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 

For the Years Ended December 31,

 

From Inception on March 7, 2005 through December 31,

 

2010

 

2009

 

2010

 

 

 

 

 

 

   CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

     Net loss

$         (126,388)

 

$      (474,956)

 

$      (1,316,707)

     Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

          Depreciation and amortization

14,281

 

8,896

 

19,371

          Provision for accounts receivable

-

 

-

 

12,480

          Stock issued for services

-

 

247,500

 

545,750

          Loss on disposal of website

-

 

-

 

1,764

          Inventory obsolescence

11,234

 

-

 

11,234

     Changes in operating assets and liabilities:

 

 

 

 

 

          Inventory

6,109

 

(36,114)

 

(59,022)

          Prepaid expenses

-

 

1,679

 

-

          Accounts receivable

572

 

(572)

 

(12,480)

          Deferred revenue

(15,325)

 

(7,349)

 

-

          Accounts payable

(22,798)

 

7,096

 

12,222

          Accrued interest – related party

46,904

 

36,520

 

110,741

               Net Cash Used by Operating Activities

(85,411)

 

(217,300)

 

(674,647)

   CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

     Purchases of fixed assets

-

 

(3,296)

 

(3,296)

     Payments for website development

-

 

-

 

(23,061)

     Payments for indefinite-life intangible assets

-

 

(26,144)

 

(5,735)

               Net Cash Used in Investing Activities

-

 

(29,440)

 

(32,092)

   CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

     Proceeds from issuance of common stock

-

 

-

 

1,000

     Shareholder contributions

-

 

-

 

42,441

     Net advances from shareholders

80,012

 

249,032

 

664,374

               Net Cash Provided by Financing Activities

80,012

 

249,032

 

707,815

   NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

$             (5,399)

 

$            2,292

 

$                1,076

   CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

6,475

 

4,183

 

-

   CASH AND CASH EQUIVALENTS, END OF PERIOD

$               1,076

 

$            6,475

 

$                1,076

 

 

 

 

 

 

   SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

     Cash Payments For:

 

 

 

 

 

          Interest

$                      -

 

$                   8

 

$                       -

          Income taxes

$                      -

 

$                    -

 

$                       -

     Non-cash financing activity:

 

 

 

 

 

          Stock issued for conversion of debt

$          510,164

 

$                    -

 

$           510,164

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

31

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**Notes to the Financial Statements**

**December 31, 2010 and 2009**

**Note 1 – Summary of Significant Accounting Policies**

Business and Basis of Presentation

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 FASB ASC 915-10. 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 effected 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 with NMH being the accounting survivor and the operating entity. The accompanying financial statements reflect the operations 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 approximately 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.  

Inventory****

Inventory is carried at the lower of cost or market, as determined on the first-in, first-out method.

Receivables****

Accounts Receivable generally consists 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, 2010 and 2009 was $-0- and $572, respectively.  

Website Costs****

The Company has adopted the provisions of FASB ASC 350.  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.  

32

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**Notes to the Financial Statements**

**December 31, 2010 and 2009**

**Note 1 – Summary of significant Accounting Policies [*Continued*]**

Intangible Assets****

Intangible assets consist of indefinite-life intangible assets which include trademarks.  The Company accounts for indefinite-life intangible assets in accordance with FASB ASC 350 and accordingly tests these assets at least annually for 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 the resulting receivable is reasonably assured.  Products are shipped FOB shipping point at which time title passes to the customer.   At December 31, 2010 and 2009 the Company has recorded deferred revenue of $0 and $15,325, 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 records revenue net of sales discounts, including coupons, sales incentives, and volume discounts.  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.   Coupons are recorded as a discount in revenue.  Total discounts for the years ended December 31, 2010 and 2009 were $-0-. 

Advertising Cost 

Cost incurred in connection with advertising of the Company’s products are expensed as incurred.  Such costs amounted to $870 and $26,467 for the years ended December 31, 2010 and 2009, 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 years ended December 31, 2010 and 2009 were $1,063 and $1,711, respectively, in research and development costs.

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 FASB ASC 740-10 (Prior authoritative literature:  Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (Fin48)).”  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 FASB ASC 260.  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.

Fair Value of Financial Instruments 

On January 1, 2008, the Company adopted FASB ASC 820-10-50, “*Fair Value Measurements.*”  This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.  The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

33

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**Notes to the Financial Statements**

**December 31, 2010 and 2009**

**Note 1 – Summary of significant Accounting Policies [*Continued*]**

Fair Value of Financial Instruments 

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.  

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 losses, total assets, total liabilities, or stockholder’s 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 $1,316,707 from May 7, 2005 (inception) through December 31, 2010 including a loss of $126,388 for the year ended December 31, 2010. Current liabilities exceed current assets by $228,679 at December 31, 2010. The Company has recognized minimal revenue during its developmental stage (from May 7, 2005 (inception) through December 31, 2010), which raises substantial doubt about the Company’s ability to continue as a going concern. 

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

**Note 3 – Related Party Transactions**

An officer/director has advanced a total of $ -0- and $8,500 net of repayments to the Company at December 31, 2010 and 2009, respectively. The advances are unsecured, accrue interest at an annual rate of 8% and are payable on demand. As of December 31, 2010 and 2009, the Company has recorded accrued interest totaling $-0- and $1,154, respectively, due to the officer/director.  During the years ended December 31, 2010 and 2009, the Company recorded interest expense of $510 and $541, respectively for these advances.  During the year ended December 31, 2010, advances of $8,500 and accrued interest of $1,664 was converted into 185,000 shares of common stock of the Company.  

34

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**Notes to the Financial Statements**

**December 31, 2010 and 2009**

**Note 3 – Related Party Transactions (continued)**

Uplift Holdings, LLC, a majority shareholder, has advanced a total of $155,874 and $584,362 to the Company at December 31, 2010 and 2009, respectively. The advances are unsecured, accrue interest at an annual rate of 8% and are payable on demand. As of December 31, 2010 and 2009, the Company has recorded accrued interest totaling approximately $109,077 and $63,837, respectively due to the officer/director.   During the years ended December 31, 2010 and 2009, the Company recorded interest expense of $46,394 and $35,979 respectively for these advances and with no interest payments.  During the year ended December 31, 2010, advances of $508,500 plus accrued interest of $1,664 were converted into 20,500,000 shares of common stock of the Company.  

**Note 4 – Inventory**

Inventory consists of the following: 

 

 

December 31,

2010

 

December 31,

2009

Raw materials and supplies

 

$                36,440

 

$             38,828

Finished goods

 

11,348

 

15,240

 

47,788

 

54,068

Consigned inventory

 

-

 

11,063

Total inventory

 

           $              47,788

 

        $              65,131

At December 31, 2010 and 2009, the Company had $0 and $11,063, respectively 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.  The customer holding the consigned inventory returned the inventory, which had expired, during 2010.  The book value of the expired inventory was $11,234 and was written off as inventory obsolescense in cost of goods sold in 2010.

**Note 5 – Intangible Assets**

Intangible assets consist of Trademark application costs totaling $6,593 for the years ended December 31, 2010 and 2009 relating to nutritional supplements sold under the Active UpliftTM label.  These intangibles are amortized on a straight line basis over their estimated useful life of 10 years.  Accumulated amortization at December 31, 2010 and 2009 was $2,079 and $1,119, respectively. 

**Note 6 – Website Development Costs**

Website development costs consisted of the following at December 31:

 

Life

 

       2010

 

2009

 

 

 

 

 

 

Website development costs

3Years

 

       $            27,639

 

        $             27,639

Less-Accumulated Depreciation

 

 

(22,467)

 

(10,251)

Net website development costs

 

 

$            5,172

 

$17,388

Amortization expense amounted to $13,176 and $7,978 for the years ended December 31, 2010 and 2009, respectively.  

35

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**Notes to the Financial Statements**

**December 31, 2010 and 2009**

**Note 7 – Income Taxes**

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)).  FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position.  If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At December 31, 2010 the Company had net operating loss carryforwards of approximately $454,843 that may be offset against future taxable income through 2030.  No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carryforwards may be limited as to use in the future.

Net deferred tax assets consist of the following components as of December 31, 2010 and 2009:

 

          2010

 

            2009

Deferred tax assets:

 

 

 

NOL Carryover

$ 454,843

 

$ 411,871

Valuation allowance

 (454,843)

 

(411,871)

 

 

 

 

Net deferred tax asset

$         -

 

$             -

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the years ended December 31, 2010 and 2009 due to the following:

 

2010

 

2009

Current Federal Tax

$               -

 

$                    -

Current State Tax

 -

 

 -

Change in NOL Benefit

42,972

 

168,648

Valuation allowance

(42,972)

 

(168,648)

 

$               -

 

$                    -

36

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**Notes to the Financial Statements**

**December 31, 2010 and 2009**

**Note 7 – Income Taxes (Continued)**

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 

Year ended December 31,

 

 

2010

 

2009

Beginning balance

 

$                      -

 

$                       -

Additions based on tax positions related to current year

 

-

 

-

Additions for tax positions of prior years

 

-

 

-

Reductions for tax positions of prior years

 

-

 

-

Reductions in benefit due to income tax expense

 

-

 

-

Ending balance

 

-

 

-

Beginning balance

 

$                      -

 

$                      -

At December 31, 2010, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes.  As of December 31, 2010 and 2009, the Company had no accrued interest or penalties related to uncertain tax positions.

The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2010, 2009 and 2008.

**Note 8 – 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 years ended December 31,

 

 

2010

 

2009

Net loss (numerator)

 

$(126,388)

 

$(474,956)

Weighted average shares outstanding (denominator)

 

25,713,574

 

24,335,985

Basic and fully diluted net loss per share amount

 

$(0.00)

 

$(0.02)

For the years ended December 31, 2010 and 2009, the Company had no potentially dilutive common stock equivalents issued.

37

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**Notes to the Financial Statements**

**December 31, 2010 and 2009**

**Note 9 – Stockholders’ Equity**

As of December 31, 2010 and 2009, the Company had 45,451,944 and 24,766,944, respectively in common shares issued and outstanding and 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.

In September 2010 the Company issued 3,185,000 shares of common stock in satisfaction of stockholder advances in the amount of $158,500 and associated accrued interest in the amount of $1,664 or $0.05 per share.  

In December 2010 the Company issued 17,500,000 shares of common stock in satisfaction of stockholder advances in the amount of $350,000 or $0.02 per share.   

During 2009 the Company issued 550,000 shares of common stock for services valued at $247,500 or $0.45 per share.

During 2007 the Company issued 50,000 shares of common stock 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 officers/directors of the Company.

Member’s Contribution – Prior to NHM being acquired by Uplift Nutrition, Inc., the members contributed $10,511 and $31,930 during 2006 and 2005, respectively. 

**Note 10 – 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 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 11 – Recent Accounting Pronouncements**

In April 2009 an update was made to the FASB ASC 820, “*Fair Value Measurements and Disclosures”,*that provides additional guidance for estimating fair value when the volume and   level of activity for the asset or liability have significantly decreased.  This update is effective for   interim and annual periods ending after June 15, 2009 with early adoption permitted for periods   ending after March 15, 2009.  The adoption of this guidance is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In April 2009, an update was made to FASB ASC 825, “*Financial Instruments”*, which requires a publicly traded company to include disclosures about the fair value of its financial instruments whenever it issues summarized financial information for interim reporting periods.  This update is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The adoption of this guidance is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In June 2009, the FASB issued FASB ASC 105, “*The FASB Generally Accepted Accounting Principles”*, which establishes the FASB Accounting Standards Codification (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (GAAP), aside from those issued by the Securities and exchange Commission.  The Codification became effective for interim and annual periods ending after September 15, 2009.   Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact the Company’s financial statements.  

38

**UPLIFT NUTRITION, INC.**

**[A Development Stage Company]**

**Notes to the Financial Statements**

**December 31, 2010 and 2009**

**Note 11 – Recent Accounting Pronouncements (continued)**

On May 28, 2009 the FASB announced the issuance of FASB ASC 855, “*Subsequent Events”*, formerly referenced as SFAS No. 165, *Subsequent Events.*  FASB ASC 855 should not result in significant changes in the subsequent 

events that an entity reports.  Rather, FASB ASC 855 introduces the concept of financial statements being available to be issued.  Financial statements are considered available to be issued when they are complete in a form and format that complies with generally accepted accounting principles (GAAP) and all approvals necessary for issuance have been obtained.

In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, “*Measuring Liabilities at Fair Value”*(ASU 2009-05).  The amendments in this ASU apply to all entities that measure liabilities at fair value and provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value using one or more techniques laid out in this ASU.  The guidance provided in this ASU is effective for the first reporting period beginning after issuance.  The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In October 2009, the FASB issued ASU No. 2009-13” *Revenue recognition-Multiple deliverable revenue arrangements”.* The ASU provides amendments to the criteria in Revenue recognition - Multiple deliverable revenue arrangements for separating consideration in multiple revenue arrangements.  The amendments in this ASU establish a selling price hierarchy for determining the selling price of a deliverable.  Further, the term *fair value* in the revenue guidance will be replaced with *selling price* to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a market place participant.  The amendments in this ASU will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010.  Early adoption is permitted.  The Company does not expect the adoption of this ASU to have a material impact on its financial statements.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASU 2010-06 did not have a material impact on the Company’s consolidated financial statements.

 

In February 2010, the FASB issued Accounting Standards Update No. 2010-09 (“ASU 2010-09”) as amendments to certain recognition and disclosure requirements. The amendments remove the requirement for an SEC filer to disclose a date in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. Those amendments remove potential conflicts with the SEC’s literature. All of the amendments in ASU 2010-09 were effective upon issuance for interim and annual periods. The adoption of ASU 2010-09 did not have a material impact on the Company’s consolidated financial statements.

**Note 12 – Subsequent Events**

We have evaluated events occurring after the date of our accompanying balance sheets through the date the financial statement were filed.  We did not identify any material subsequent events requiring adjustment to our financial statements.

39

**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.**

During February 2011, our Board of Directors dismissed CHISHOLM, BIERWOLF, NILSON & MORRILL as our independent auditors and retained the services of MORRILL & ASSOCIATES, Certified Public Accountant, also of Layton, Utah, as our new independent auditor.  In this regard, we filed a Form 8-K on Edgar announcing this change.  As set forth in the Form 8-K so filed, the reason for the dismissal was due to the fact that CHISHOLM, BIERWOLF, NILSON & MORRILL informed us of the pending revocation of its registration with the Public Company Accounting Oversight Board.  Accordingly, the replacement of our former auditors, CHISHOLM, BIERWOLF, NILSON & MORRILL, was not the result of any disagreement regarding financial disclosure or anything else involving us.  

 

**ITEM 9A.  CONTROLS AND PROCEDURES.**

**Evaluation of Disclosure Controls and Procedures**

 

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2009, these disclosure controls and procedures were ineffective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

There have been no material changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

**Management’s Annual Report on Internal Control over Financial Reporting**

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.

 

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting.  Based on our evaluation, management concluded that our internal control over financial reporting was ineffective as of December 31, 2009 due to material weaknesses; however, management concluded that our internal control over financial reporting was effective as of December 31, 2010, in which there was no material weakness.  A material weakness in internal control over financial reporting is defined by the Public Company Accounting Oversight Board’s Audit Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.  A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

 

40

Management’s assessment identified the following material weaknesses in internal control over financial reporting:

 

  

·

A material weakness existed as of December 31, 2009 due to adjustments made that were material, alone and in aggregate, related to current assets, unrecorded liabilities and accruals, and expenditures.

 

  

·

During the course of the audit certain internal control deficiencies were identified by the auditor that constituted a material adjustment.

 

In light of the material weaknesses described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles.  Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

 

To help correct these material weakness, management has created an inventory committee seated to oversee the Company inventories and a financial committee to help with compliance requirements. Management also acknowledges a material weakness in our accounting procedures and has utilized financial consulting services, to ensure that all information required to be disclosed by management in the reports submitted under the Exchange Act is recorded, processed, summarized and reported accurately and within the time periods specified in the Commission’s rule and forms.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation requirements by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report. 

 

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls.  Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

**ITEM 9B. OTHER INFORMATION.**

None.

 

**PART III**

**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS AND CORPORATE GOVERNANCE .**

**Executive Officers and Directors.**

Our current directors, officers and “control persons” are as follows:

 

 

 

 

 

Name

 

Age

 

Position

Gary C. Lewis

 

62

 

President, Chief Executive Officer, Director, Chief Financial Officer

Bruce Miller

 

59

 

Vice President and Director

Jessica Stone Rampton

 

40

 

Secretary/Treasurer, Chief Science Officer and Director

Edward H. Hall, Sr.

 

62

 

Indirect majority stockholder and Chairman of the Board

GARY C. LEWIS, Chairman of the Board, President, CEO and Chief Financial Officer.  Mr. Lewis has more than 15 years of experience in the organization of public and private corporations.  During the last ten (10) years, Mr. Lewis has been a director and the managing consultant of HER Consulting Company, Inc., a Utah-based company specializing in assisting start-up companies with their initial organization, funding and direction.  During the last five years, Mr. Lewis has also owned and operated his own light commercial and new home building construction business called PC Construction, Inc. This company also does residential remodeling.  Since 1999, Mr. Lewis founded and has since that time acted as Managing Trustee of The Children and the Earth, Inc., a 501(c)(3) nonprofit charity dedicated to helping at risk and underprivileged children. Between 1983 and 1987, Mr. Lewis served on the board of directors and as president of a publicly held oil and gas exploration company known as Arabic Oil.  This company later went into the medical business and became known as Omega Technologies, Inc.  Mr. Lewis’s past experience also includes many years of management and marketing experience for companies in the minerals exploration, high tech development, residential and commercial construction, and steel fabrication fields.  In 1970, Mr. Lewis received an A.A. or Associates degree from Weber State College located in Ogden, Utah.  Mr. Lewis also served as the president and chairman of the board of 

41

Bionovo, Inc. (NasdaqCM:BNVI), a “fully reporting” company, when it was known as Lighten Up Enterprises International, Inc., a nutritional cookbook development and marketing company.  As a result of his involvement with Lighten Up Enterprises, Mr. Lewis brings significant knowledge, experience and background related to the health food and nutrition industry to the Company.

JESSICA STONE RAMPTON, Director, Chief Science Officer and Secretary/Treasurer.  Ms. Rampton currently works as the office manager of her husband’s company, Rampton Photography, a photography business located in Syracuse, Utah.  From 2005 until 2006, Ms. Rampton and her husband formed Nu Mineral Health, LLC, the company whose assets we purchased in June 2006.  From 1999 through 2004, Ms. Rampton was employed as an Associate Scientist in the Department of Molecular Oncology with Ligand Pharmaceuticals in San Diego, California.  While there, among other things, she developed cell biology, molecular biology and immunohistochemistry protocols.  She also ran the company’s histology lab.  After graduating cum laude from the University of Washington in Seattle, WA, with a Bachelor of Science degree in cell and molecular biology in 1998 and until 1999, she was employed as a Research Assistant with the Department of Biochemistry and Radiology, University of Washington.  In 1996, Ms. Rampton became a member of the Association of Women in Science.  Ms. Rampton, in her present position with the Company, will oversee new product research and development, product improvements, and market research.  She has substantial experience in molecular biology, biochemistry, cell biology and drug discovery.  She has also published articles involving cancer research.  Her strengths include research, critical analysis, communication and the ability to independently design, execute and analyze experiments while working cohesively within a team environment.  In 2005, Ms. Rampton had the vision of making nutrition easier to obtain and more effective and therefore, she and her husband formed Nu Mineral Health.  We believe that she brings a great deal of knowledge and expertise to the Company.
BRUCE MILLER, Director and Vice President.  Since October of 2007, Mr. Miller had acted as our principal marketing consultant.  Mr. Miller worked in the food marketing business for more than 32 years. In 1967, he started out working for Richardson’s Market in Ogden, Utah. In 1969, Smiths Food and Drug in Salt Lake City hired Mr. Miller.  He started as a stock clerk working his way up to Store Manager wherein he managed Smith’s stores in Weber and Davis counties.  In 1981, Mr. Miller was promoted to Service Deli Director where he was in charge of development of the deli program for the Smith’s stores in the entire Western Division. Mr. Miller was then promoted to Vice President of Sales and Merchandising in 1990 for the Southwest Division based in Phoenix, Arizona. During this time, Smiths merged with Kroger, Inc. where Mr. Miller continued to work as Vice President of Sales and Merchandizing until retiring in 1999. In the past seven years, Mr. Miller has owned and operated his own business. 

EDWARD H. HALL, SR., Chairman of the Board.  Since June of 2008, Mr. Hall has acted as our Chairman of the Board. Mr. Hall is also the manager of and the only member of UPLIFT HOLDINGS, LLC, (“Uplift Holdings”), a Nevada limited liability company formed in 2006 for the purpose of financing us and also, owning and holding shares of Uplift Nutrition. Mr. Hall is a resident of Salt Lake City, Utah.  He is currently in the insurance business and has been for some-30 years. Mr. Hall owns an insurance agency in Salt Lake City known as The Edward Hall Agency and which also goes by the dba “EHA Marketing.”  Uplift Holdings acquired its 18 million restricted shares of the Company from the Ramptons, namely, the former owners of Nu Mineral Health, on or about June 30, 2006, for $17,000 in cash.  Mr. Hall, through funding to be provided by Uplift Holdings, is willing to finance our obligation to be current in our reporting obligations to the SEC for at least the next year, provided that during that period, our business plan has every potential or prospect for success. This agreement is not in writing.   Mr. Hall has never been an officer of or served on the board of directors of any other reporting public company.  In addition to shares of our Company that Mr. Hall owns indirectly through Uplift Holdings, Mr. Hall also owns or controls additional common shares that were acquired or obtained by him through open market purchases.  Because of Mr. Hall’s control of Uplift Holdings, these shares are deemed “control” shares and, for reporting purposes, are aggregated with Uplift Holdings’.

None of our officers or directors intends to devote his or her full time to the management of the Company.  Since all three individuals have full-time jobs, each estimates that they will devote between 1% and 10% of their time to the Company and its affairs.  As set forth in risk factor no. 9 above, the Company believes that this may be as many as 5 to 10 hours per week on the part of each officer and director.  Obviously, much of this will depend on how the Company’s business and sales unfold.  Ms. Rampton’s efforts will concentrate on product development.  Mr. Miller has recently completed an LDS mission in the State of Arizona and is now available for meetings, conferences or decisions concerning the company.  Mr. Lewis’s efforts will concentrate on the business end of the Company such as marketing and sales.  All three will be directly involved and give their input into the periodic reports we will be filing with the Commission.

None of our officers and directors, not to mention our majority shareholder, has been involved, directly or indirectly, in any bankruptcy or insolvency proceeding of any kind.  None is currently involved in any litigation nor has any been 

42

involved in any litigation that would have a bearing on any such person's fitness or other ability to act and serve as a director or officer of the Company.

We deny that any person other than our officers or directors or our major shareholder identified above "controls", or has the power to "control," us as contemplated in the "control person" provisions of both state and federal securities laws and as the word "control" is further defined in Rule 405. We may engage consultants or advertising experts in the future but to the extent we do, such persons will likely NOT have an ability to "control" us or our decisions, either directly or indirectly. Further, if we enter into any consulting agreement with any consultant or expert, including an "endorser" of our product, such agreement will provide that to the extent the consultant ever acquires a direct or indirect interest of 5% or more of our issued and outstanding securities, the consultant or endorser will so notify us and otherwise undertake whatever reporting obligation is required of him or her.
**Board Meetings and Committees  **

During the 2010 fiscal year and through the present, we have conducted nearly all of our Board Meetings by telephone conference call.  Some of these Board Meetings have been formalized into written consent minutes and some have simply been advisory in nature, followed up by written consent or other minutes.

As set forth in our Nevada Articles of Incorporation and Bylaws, copies of which are attached to our Form 10-SB registration statement as Exs. 3.1(iii) and 3.2, respectively, all directors hold office until the next annual meeting of stockholders or until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. Though we have not compensated any director for his or her service on the board of directors or any committee, directors are entitled to be reimbursed for expenses incurred for attendance at meetings of the board of directors and any committee of the board of directors. Due to our current lack of capital resources, our current directors will likely defer his, her or their expenses and any compensation due and owing them, if any, until such time as we can generate retained earnings, if we can, from the sale of *Active UpLift®* and *All Day Energy Spray*®. As of the date of this document, our officers and directors have NOT accrued any expenses in their capacities as officers and directors other than their time. As further set forth in our Articles and Bylaws, officers are appointed annually by the Board of Directors and each executive officer serves at the discretion or will of the Board of Directors. We currently have no standing committees and presently have no reason that we are aware of to create any.

**Compliance with Section 16(a) of the Securities Exchange Act of 1934.**

Section 16(a) of the Securities and Exchange Act of 1934 requires officers, directors, and persons who own more than ten percent (10%) of the issuer's common stock to file initial reports of beneficial ownership and to report changes in such ownership with the Commission and the NASD. These persons are also required to furnish the Company with copies of all Section 16(a) forms they file. These requirements commenced when the Company's Form 10-SB registration statement became effective. Therefore, as of the date of this Annual Report on Form 10-K, these persons have been subject to the requirements of Section 16(a). Uplift Nutrition has informed these individuals, including our majority shareholder, of their obligations under Section 16(a) and all are otherwise aware of them. Further, we have set up a procedure whereby periodically we will endeavor to (i) notify these persons or other future directors, officers, affiliates or "control persons" of their Section 16(a) obligations; (ii) review the copies of Forms 3, 4, and 5 that these persons will need to file with the Commission; (iii) request written representations from them that no other filings or disclosures were required or necessary; and (iv) make a determination that the pertinent officers, directors and principal shareholders have complied with all applicable Section 16(a) requirements during the fiscal year.
**Director and Officer Liability Limitations.**

Our Articles of Incorporation and Bylaws, both of which were exhibits to our original registration statement on Form 10-SB, limit the personal liability of directors, officers and our shareholders to the full extent allowed by Nevada law. This is a risk factor that an investor or potential investor should consider because it means that a disgruntled or injured investor's remedies may not be as significant or meaningful as might otherwise be the case in the absence of these statutory and common law protections. 
 
**ITEM 11. EXECUTIVE COMPENSATION.**

During 2010 and 2009, none of our officers or directors received any stock as bonuses, for compensation, or for any other reason.  See the Summary Compensation Table immediately below: 

43

**SUMMARY COMPENSATION TABL**E

Name and Principal Position

(a)

Year

(b)

Salary

($)

(c)

Bonus

($)

(d)

Stock Awards

($)

(e)

Option Awards

($)

(f)

Non-Equity Incentive Plan Compensation

($)

(g)

Nonqualified  Deferred Compensation

($)

(h)

All Other Compensation

($)

(i)

Total

Earnings

($)

(j)

Jessica Stone Rampton, Sec/Treas. CSO, director

12/31/2010

12/31/2009

12/31/2008

12/31/2007

12/31/2006

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Edward H. Hall, Chairman of the Board since June 2008

12/31/2010

12/31/2009

12/31/2008

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Gary C. Lewis President, CEO, CFO and Director

12/31/2010

12/31/2009

12/31/2008

12/31/2007

12/31/2006

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Bruce Miller, Vice President and Director

12/31/2010

12/31/2009

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

We have NOT adopted a bonus, stock option, profit sharing, or deferred compensation plan of any sort for the benefit of our employees, officers or directors. This, however, does not mean that we will not do so in the future. Further, we have not entered into an employment agreement of any kind with any of our directors or officers or any other persons and no such agreements are anticipated in the immediate or near future.  

**Absence of Management Employment and Other Compensation Agreements**

We do not at this time pay any of our officers any salary. We do not provide any other benefits to our officers. We do not have any written agreements with any of our officers and directors other than Ms. Jessica Rampton who, because she and her husband sold us certain assets we now have, would otherwise have been in a position to potentially compete with us.  For this reason, Ms. Rampton and her husband have each executed a standard non-compete and non-disclosure agreement.  See Exhibit 10.1 to our Form 10-SB registration statement.  

Each of our officers and directors may engage in other businesses, either individually or through partnerships, limited liability companies, or corporations in which they have an interest, hold an office or serve on boards of directors. All officers and directors have, or will have, other business interests to which they devote their time. Because each of our officers have other full-time employment, each will probably devote no more than between 1% and 10% of their time to us and our affairs. We believe that this will amount to approximately 5 to 10 hours per week depending upon what is going on with our business and affairs.
44

**Other Key Advisors and Consultants**

We have access to several outside professional firms that can counsel us and provide important advice during our development stage. The terms of engagement of these firms will be determined from time to time as their services may be required.

**Remuneration and Compensation of Directors**

Our current officers and directors do NOT receive any compensation, but may receive compensation for their services to be determined in the future. As stated above, all directors are entitled reimbursement for out-of-pocket expenses incurred by them in behalf, or for the direct benefit, of the Company.

There are no standard arrangements pursuant to which our directors are compensated for any services provided as director, including services for committee participation or for special assignments. Our directors received no compensation for service as directors for the year ended December 31, 2009.

**Absence of Key Man Life Insurance**

We do not own life insurance covering the death of any officer, director or key employee. Based on our lack of capital and the existence of other, capital-driven priorities, it is highly doubtful that we would spend money towards key man life insurance, even if we had sufficient cash on hand for this purpose, which we currently lack.

**Indemnification of Our Officers and Directors**

Nevada corporate law in general and applicable provisions of our existing Bylaws, authorize us to indemnify any director, officer, agent and/or employee against certain liabilities and to the full extent allowed under Nevada law. Further, we may purchase and maintain insurance on behalf of any such persons whether or not we would have the power to indemnify such person against the liability insured against. Indemnifying and/or insuring officers and directors from the increasing liabilities and risks to which such individuals are exposed as a result of their corporate acts and omissions could result in substantial expenditures by Uplift, while preventing or barring any recovery from such individuals for the possible losses incurred by the Company as a result of their actions. Even assuming that we could afford it, we have no plans to obtain any officer or director (D&O) liability insurance.

**Outstanding Equity Awards at Fiscal Year-End  **

None; not applicable. 

**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**

The following table sets forth information, to the best of the Company’s knowledge, as of the date of this document, with respect to each person known to be the owner of more than 5% of common capital stock of the Company, each director and officer, and all executive officers and directors of the Company as a group.  As of year end and the date of this document, there are 45,451,944 shares issued and outstanding.

 

45

Name of Beneficial Owner

 

Number of Shares of Common Stock Beneficially* Owned

 

Percent of Ownership of Common Stock Outstanding

Gary C. Lewis (1)

4423 South 1800 West

Roy, Utah 84067

 

965,000 (2)

 

2.1%

 

 

 

 

 

Bruce Miller (3)

4635 S 2950 W

Roy, Utah 84067

____________________

 

160,000

 

0.3%

 

 

 

 

 

Jessica Stone Rampton (4)

2403 West 1700 South

Syracuse, Utah 84075

 

1,915,000(5)

 

4.2%

Edward H. Hall, Sr. (6)

746 Club Oaks Dr.

Sandy, Utah  84070

 

                            148,602

 

                     0.3%

Uplift Holdings, LLC (7)

252 West Cottage Avenue

Sandy, Utah 84070

 

                34,000,000

 

74.8%

 

 

 

 

 

Directors, officer and 5% or more holders as a group (4 persons only)

 

37,188,602

 

82%

------------------------------

*       Beneficial ownership is determined in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and generally includes voting or investment power with respect to securities.  Shares of common stock issuable upon the exercise of options or warrants currently exercisable, or exercisable or convertible within 60 days, are also deemed outstanding for computing the percentage ownership of the person holding such options or warrants but are not deemed outstanding for computing the percentage ownership of any other person.  Nonetheless, the Company has no outstanding stock options, warrants or compensation plans of any kind.

(1) GARY C. LEWIS, President, CEO and Chief Financial Officer, has been an officer and director of us since April 5, 2006.  For more information about Mr. Lewis and his background, reference is made to Item 9 above.

(2) 780,000 of the shares represented by this figure are shares held by, or in the name of, a corporation owned by Mr. Lewis and his wife named HER Consulting, Inc., a Utah corporation.  Mr. Lewis and his wife, Pam, are the indirect or beneficial owners of these shares.  At the same time, during the year, Mr. Lewis acquired an additional 185,000 shares in his own name as a result of his exercise of a convertible debt instrument into common stock.  

(3) BRUCE MILLER, Vice President and a Director, has been an officer and director of us since 2009.  For more information about Mr. Miller and his background, reference is made to Item 9 above.  100,000 of Mr. Miller’s shares are “restricted” and are held in joint tenancy in his and his wife, Karen’s name.  The remaining 60,000 shares are shares purchased by him in the open market and thus, they are deemed “control” shares.

(4) JESSICA RAMPTION, Secretary/Treasurer, Chief Science Officer, and a Director, has served as an officer and director of the  Company since April 5, 2006.  For more information about Mrs. Rampton and her background, reference is made to Item 9 above. As set forth below, Ms. Rampton’s holdings are held in the name of Rampton Investments, LLC.

(5) This figure represents shares remaining from a total of 1,915,000 shares acquired by the Ramptons during June 2006 pursuant to our acquisition agreement with them.  Of the 20 million “restricted” shares the Ramptons originally acquired from the Company under such agreement, 1,915,000 shares were retained for their own account and not conveyed or transferred to Uplift Holdings or anyone else.  These shares are held by, or in the name of, a limited liability company owned by the Ramptons called Rampton Investments, LLC.  Ms. Rampton and her husband, Ryan, being the sole members of Rampton Investments, are the indirect or beneficial owners of these shares.

(6)   EDWARD H. HALL, SR., has served as our Chairman of the Board since June of 2008.  Of the 148,602 shares opposite Mr. Hall’s name in the chart above, all but approximately 80,000 shares are deemed “control shares” and represent open market purchases of shares made by Mr. Hall.  The difference of 80,000 shares are shares that Mr. Hall acquired prior to the time our initial Form 10-SB registration statement was filed.  Mr. Hall’s individual holdings of 148,602 shares as of our fiscal year end should also be aggregated with those of Uplift Holdings, LLC, whom he controls, both directly and indirectly.  Accordingly, if one aggregates his personal holdings and those of Uplift Holdings, Mr. Hall both directly and indirectly controlled, at year end, 34,148,602 shares or  75.13% of our total number of issued and outstanding shares.  

46

(7) UPLIFT HOLDINGS, LLC, (“Uplift Holdings”) is a Nevada limited liability company formed in 2006 for the purpose of financing us in a limited fashion and also, owning and holding shares of Uplift Nutrition.  Its only member and the person who owns 100% of its outstanding membership interests is Mr. Edward H. Hall, Sr., our current Chairman of the Board and a resident of Salt Lake City, Utah.  Mr. Hall is and has been in the insurance business for some-30 years and owns an insurance agency in Salt Lake City called The Edward Hall Agency.  Mr. Hall is thus an indirect owner of these Uplift shares held by Uplift Holdings.  For more information concerning Mr. Hall, reference is made to Item 9 above, including the footnote immediately above.  Uplift Holdings’ ownership interest in us has substantially increased during 2010 as a result of its conversion, in December 2010, of $350,000 of our debt to it into 17,500,000 shares of common stock.  See the subheading in Item 5 above titled “Recent Sales of Unregistered Securities.”    

None of the foregoing persons hold any shares of the Company pursuant to any voting trust or similar agreement.

As of the date of this report, there are no arrangements or agreements with anyone which may result in a change of control of the Company.  

Over a year ago, our Chairman of the Board arranged the purchase of part of Uplift Holdings, LLC’s convertible note, debt which, during the fiscal year, was converted by three separate and unrelated corporations under Rule 144(d)(3)(iii), titled **Conversions and exchanges**, into 3 million common shares, thereby increasing our issued and outstanding shares in such amount and reducing our debt by $150,000.  This debt conversion to common stock occurred in September 2010 and was reflected in our quarterly report on Form 10-Q for that period.  See the subheading in Item 5 above titled “Recent Sales of Unregistered Securities.”    

**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.**

During the fiscal year, and other than allowing our majority shareholder, Uplift Holdings, LLC, and one of our officers to convert certain of their convertible debt into common stock, no transactions occurred during the fiscal year between us and any director or officer or any member of any such person’s immediate family.   

As disclosed in earlier Edgar filings, we have a license agreement with one of our directors to market a new product, the formula for which was separately and independently developed by him.  Such product is a “super juice” drink, which we unveiled during the previous fiscal year and have named *EpiGaiaTM*.  We are not currently marketing this product for want of advertising funds and therefore, our plans with respect thereto are “on hold,” all as further disclosed above.  This license agreement involves nominal consideration to this director as a result of his insider status and because of his potential conflict of interest in this regard.  

As disclosed elsewhere above, our majority stockholder, Uplift Holdings, LLC, has, in the past, agreed to fund us as necessary to implement and carry out our PLAN OF OPERATION above. At present, however, Uplift Holdings has run out of money to advance us in order to carry out necessary advertising campaigns and therefore, our Board of Directors has resolved to look at additional funding opportunities.  While we accrue interest on Uplift Holdings’ advances at 8% per annum, these advances do NOT presently require that we pay interest payments.  At the same time, even though there is no written agreement in this regard between us and Uplift Holdings, both we and it consider its agreement to advance us money as a legal obligation. If at such time as we would become profitable, if we ever do, we would consider paying Uplift Holdings interest on its advances but only if doing so would have no material impact on our capital resources and liquidity. Having said this, if we became profitable, we plan on spending any earnings on continued advertising campaigns as opposed to spending such money on the payment of interest. Because of Uplift Holdings’ substantial stock ownership interest in us, spending earnings on advertising as opposed to using earnings to pay Uplift Holdings interest would be in its best interest as well.

Like any other corporate officer or director, each director and officer is subject to the doctrine of usurpation of corporate opportunities only insofar as it applies to business transactions in which we have indicated an interest, either through our proposed business plan or by way of an express statement of interest contained in our minutes. If any director or officer is presented in the future with a business opportunity that may conflict with business interests identified by us, such an opportunity must be promptly disclosed to the Board of Directors and otherwise made known to us. In the event that the Board rejects an opportunity so presented, and only in that event, can one of our officers or directors avail him or herself of such opportunity. In spite of these eventualities, every effort will be made to resolve any conflicts that may arise in favor of us and our stockholders. There can be no assurance, however, that these efforts will be successful. As a 
47

Nevada corporation, we are obligated, among other things, to comply with the provisions of Nevada law, NRS 78.140 titled "Restrictions on transactions involving interested directors or officers; compensation of directors." We are not aware of any such conflicts of interest at this time and to be more specific, we are not aware of any opportunity whatsoever that we would reject and that an officer or director or even Uplift Holdings would likely engage in or take advantage of.

**ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.**

Aggregate fees for professional services rendered us by MORRILL & ASSOCIATES, Certified Public Accountants, and CHISHOLM, BIERWOLF, NILSON & MORRILL, Certified Public Accountants, for the years ended December 31, 2010 and 2009, respectively, are set forth below. The aggregate fees included in the Audit category are fees billed for the year-end audit of our annual financial statements and review of financial statements and statutory and regulatory filings or engagements. The aggregate fees included in each of the other categories are fees billed in the calendar years indicated.

**Fee Category**

**2010**

 

**2009**

Audit Fees

$

23,963

 

$

36,500

Audit-related Fees

 

0

 

 

0

Tax Fees

 

0

 

 

0

All Other Fees

 

0

 

 

0

Total Fees

$

23,963

 

$

36,500

Audit fees for the years ended December 31, 2010 and 2009 were for professional services rendered for the audits of our financial statements, quarterly review of the financial statements included in the Quarterly Reports on Form 10-Q, consents and other assistance required to complete the year- end audit of our financial statements.

Audit-Related Fees as of the years ended December 31, 2010 and 2009 were for the assurance and related services reasonably related to the performance of the audit or review of financial statements and not reported under the caption Audit Fees.

Tax Fees as of the years ended December 31, 2010 and 2009 were for professional services related to tax compliance, tax authority audit support and tax planning.

There were no fees that were classified as All Other Fees as of the years ended December 31, 2010 and 2009.

As we do not have a formal audit committee, the services described above were not approved by the audit committee under the de minimus exception provided by Rule 2-01(c) (7)(i)(C) under Regulation S-X. Further, as we do not have a formal audit committee, we do not have, at this time, audit committee pre- approval policies and procedures.

 
**PART IV**

**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.**

 
The following Exhibits are filed as a part of this Annual Report on Form 10**-**K**:**

 

 

Exhibit Number

Description

31

Sarbanes-Oxley Section 302 Certifications

32

Sarbanes-Oxley Section 906 Certification

* Summaries of all exhibits contained within this Annual Report are modified in their entirety by reference to the foregoing Exhibits. 
The following Exhibits are incorporated by reference as a part of this Annual Report on Form 10-K:

3.1  Articles of Incorporation, which were filed as an exhibit to our November 2, 2007, Form 10-SB registration statement

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3.2 Bylaws, which were filed as an exhibit to our November 2, 2007, Form 10-SB registration statement 
**SIGNATURES**

In accordance with the provisions of the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder, UPLIFT NUTRITION, INC., has duly caused this Annual Report on Form 10-K for its fiscal year ended December 31, 2010, to be signed on its behalf by the undersigned, thereunto duly authorized.

**UPLIFT NUTRITION, INC., Issuer**

*Date:*

*March  30, 2011*

 

*By:*

*/s/Gary C. Lewis*

 

 

 

 

*Gary C. Lewis*

 

 

 

 

*President, Chief Executive Officer and CFO (Principal Accounting and Financial Officer*

 

*Date:*

*March  30, 2011*

 

*By:*

*/s/Edward H. Hall, Sr.*

 

 

 

 

*Edward H. Hall, Sr.*

 

 

 

 

*Chairman of the Board*

49***