UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D. C.
20549 FORM 10-KSB (X) ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
(FEE REQUIRED) For the fiscal year
ended December 31, 2007 ( ) TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIESEXCHANGE 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.)4423 South 1800 West
Roy, Utah

84067(Address of principal executive
offices)

(Zip Code)  801-721-4410 (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)  Check whether the issuer is not required to file all
reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]   1    Check 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 [ ]  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- KSB or any amendment to this Form 10-KSB.  [X] The issuer is not aware of any delinquent filers.  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 issuer's revenues for its most recent fiscal year:
$1,684.  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 a specific date within the past 60 days (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)  As of the close of business on December 31, 2007, 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 3,096,944 shares or approximately 13% of our total number of issued and
outstanding shares, was considered to be valued at $1,517,502 or $0.49 per
share..  This valuation is based on the market price of our stock on March
20, 2008, which was approximately $0.49 per share.  During February 2008,
our stock became quoted on the OTC Bulletin Board under the symbol UPNT.OB.
 Prior to that time, it had been quoted on the Pink Sheets under the same
stock symbol.  (ISSUERS 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 24,216,944common capital shares
issued and outstanding of which 21,070,000 are either "restricted or control
shares and otherwise owned and held by insiders. This figure of 21,070,000
shares includes 80,000 control shares owned and held individually by the
principal of our majority stockholder.  The figure of 21,070,000 represents
approximately 87% of our total number of issued and outstanding shares.
 See Item 11 of Part III below titled SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.  DOCUMENTS INCORPORATED BY
REFERENCE  None.  Transitional Small Business Disclosure Format (Check one:
Yes ___; No _X_.   2    NOTICE AND
DISCLAIMER REGARDINGFORWARD-LOOKING STATEMENTS  Certain matters discussed herein may be forward-looking
statements that involve a variety of risks and uncertainties. In this regard,
reference is made to the "Risk Factors" section below. Such disclosure purports
or attempts to list and describe the various risk factors that we believe are
material to a person investing or considering investing in us.  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.  TABLE OF
CONTENTS PART
I 7 ITEM 1.
DESCRIPTION OF BUSINESS. 7 ITEM 2.
DESCRIPTION OF PROPERTY. 13 ITEM 3.
LEGAL PROCEEDINGS. 15 ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS AND REPORTS TO
SHAREHOLDERS.15 PART
II 16 ITEM 5.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS.16 ITEM 6.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 18 ITEM 7.
FINANCIAL STATEMENTS. 29 ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.31 ITEM 8A.
 CONTROLS AND PROCEDURES. 31 ITEM 8B.
 OTHER INFORMATION. 31 PART
III 32 ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.32 ITEM 10.
EXECUTIVE COMPENSATION. 34 ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER
MATTERS.36 ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE.37 ITEM 13.
EXHIBITS AND REPORTS ON FORM 8-K. 38 ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES 38 SIGNATURES 39   3    RISK
FACTORS  Any person investing or considering investing in the
securities of Uplift Nutrition, Inc. ("Uplift" or "Company", "we" or "us")
should consider the following material risks. If any one or more of these
material risks were to occur, our business, results of operations, financial
condition, and ability to continue may be significantly impaired or affected.
There may also be a concomitant adverse effect on the value of our securities
and anyone investing or seeking to invest in our securities may lose part or all
of his or her investment. In addition, when this document states that something
could or will have a material adverse effect on us, we specifically mean that it
could or will have one or more of these effects.  In general, the following material risks include but are
not limited to, our limited operating history, our limited capital to pursue
internet and other forms of advertising,  our ability or inability to get
our product carried in retail food and health stores around the country, our
relative inexperience in promoting dietary supplements and nutrition products,
our current nominal revenue during 2007, our current dependence upon the
internet for marketing our product, our lack of contacts in the overall
specialty healthy foods and nutrition industry, on reliance on our majority
shareholder for funding at this stage of our development, competition from other
or similar specialty health foods companies and businesses, most of whom are
larger and better financed, and general economic conditions.  To pay for continued advertising and promotion of our new
natural energy and health drink product, we need revenue from sales. Because we
expect to use what income we generate from future sales for advertising and
paying our expenses, we do not anticipate paying ANY dividends on our common
stock.  Investment in our securities should be considered highly
speculative. We have no recent operating history and we are subject to all of
the risks inherent in any developing enterprise, not to mention a beginning
eCommerce business enterprise that also seeks to get its product carried in
various retail stores and outlets around the country.  The reader should carefully consider the following
material risks and the other information contained in this annual report, not to
mention all of our Edgar filings, before making a decision to invest in our
common stock.  During 2007, our stock traded on the Pink Sheets.
 During February 2008 and after our Form 10-SB registration statement
became effective in early January 2008, our stock became quoted on the OTC
Bulletin Board under the symbol, UPNT.OB, where it currently trades inactively
and in limited fashion. An investor should be aware that the trading price of
our common stock could decline due to any of the following risks, and, in such
event, an investor could lose all or part of his or her investment. The reader
is therefore cautioned to carefully consider and refer to all other information
contained in this document, including the financial statements and related notes
in Part F/S below. The specific risks described below are material risks.  1. IF WE ARE NOT SUCCESSFUL, INVESTORS WHO BUY OUR STOCK
WILL LIKELY SUFFER THE LOSS OF THEIR ENTIRE INVESTMENT. If our future ability to
market and sell our new health and energy drink called Active UpLift is
unsuccessful, persons who purchase our securities in the market likely will
sustain a severe or principal loss of their investment.  2. WE OPERATE IN A HIGHLY COMPETITIVE MARKET. Nutrition
and dietary supplement products constitute a multi-billion dollar market in the
United States, not to mention the world. Accordingly, nutrition and dietary
supplement marketers and retailers of all kinds and sorts vigorously compete to
target members of the public to buy better and healthier products, not the least
of which are products designed to give someone extra energy and alertness. We
face fierce and rigorous competition from other companies that are similarly
marketing and selling a variety of similar products. See also subheading titled
"Competition" in Part I, Item 1 of the DESCRIPTION OF BUSINESS section
below.  The markets in which we compete are extremely
competitive. Most competitors in these markets have significantly greater
resources, spend thousands if not millions of dollars on advertising and
promotion, have broader market presence and name recognition, not to mention
greater marketing experience and contacts and more importantly, endorsements by
well recognized or famous nutritionists and health advocates. These advantages
allow them to spend considerably more money on marketing and may allow them to
use their greater resources more effectively than we can. Accordingly, these
competitors are generally better equipped to take advantage of market
opportunities and withstand market downturns than we can.  3. MANAGEMENT LACKS EXTENSIVE OR NOTABLE EXPERIENCE IN
THE DIETARY SUPPLEMENT AND NUTRITION INDUSTRY AND MARKETING IN GENERAL. While
two of our officers and directors have previously been  4    involved in an on-line diet
cookbook marketing company, no one currently serving as an officer or director
of us has ever been directly employed in either the nutrition or dietary
supplement industry nor does any current officer and director have any
experience or formal education in marketing in general. See Item 9 of Part III
below titled "DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT ."  4. FAILURE TO GENERATE SUFFICIENT SALES WILL ADVERSELY
AFFECT OUR ABILITY TO ADVERTISE AND PROMOTE OUR PRODUCT AND THUS CONTINUE INTO
THE FUTURE. Because we only started selling our product in retail stores in 2008
and have offered it on-line through our website, www.upliftnutrition.com, and
since we have had negligible revenues to date, we are in the development stage.
We did not engage in any substantive selling activities throughout fiscal year
2007.  This is because, our activities during 2007 involved resurrecting
ourselves from the dormant stage, changing our domicile to Nevada, acquiring Nu
Mineral Health, along with related intellectual property and assets, and
preparing our Form 10-SB registration statement and accompanying financial
statements, all of which was filed with the Commission on November 2, 2007 and
which went effective on January 2, 2008.  These tasks, in and of
themselves, have not been easy. Businesses that are starting up or in their
initial stages of development present substantial business and financial risks
and suffer significant losses from which they may not recover or from which they
may be unable to emerge. We will face all of the challenges of a new business
enterprise, including but not limited to, undertaking productive advertising and
promotion campaigns, establishing budgets, implementing appropriate financial
controls and internal operating policies and procedures. Because we are in the
development stage, there is little history on which to judge our product, the
competence of our management, or our potential success.  We have had no recent operating history as a manufacturer
and marketer of nutrition and dietary supplement products, on-line or otherwise.
We activated our modified website during the latter part of 2007 and plan to
advertise in limited fashion during 2008 on-line, if we do, on Google AdWords,
Yahoo! Search Marketing, and possibly Ebay.  We cannot assure anyone that that our efforts and ability
to get retail stores around the United States to carry our product will be
successful.  We also cannot assure anyone that our internet/eCommerce
business will ever be successful, let alone profitable.  5. OUR FUTURE INABILITY TO CULTIVATE RELATIONSHIPS WITH
DISTRIBUTORS, WHOLESALERS, AND RETAILERS COULD ADVERSELY AFFECT OUR ABILITY TO
BE SUCCESSFUL. In addition to marketing our product on the Internet and through
our website, our business plan also includes a future effort to cultivate
relationships with retailers, persons who would be able to carry our product on
the shelves of their retail stores or through their own marketing techniques and
avenues. Though we believe that this will take time, our failure to establish
relationships with these people, including health or grocery food stores or
chains, will likely have an adverse effect on our ability to become
successful.  6. LACK OF RESOURCES NECESSARY TO
PROTECT OUR INTELLECTUAL PROPERTY RIGHTS EVERYWHERE IN THE WORLD/ THE FUTURE
LOSS OF THE RIGHT TO USE OUR FEDERAL TRADEMARKS, TRADE NAMES AND SERVICE MARKS
WOULD LIKELY MATERIALLY ADVERSELY AFFECT US. We are susceptible to others
imitating our product or infringing on our federal and state trade name and
trademark rights. We may not be able to adequately or successfully protect our
intellectual property rights, upon which we are dependent for name recognition,
among other things. For example, we have applied to the U.S. Patent and
Trademark Office for a federal trademark and trade name of the phrase "ACTIVE
UPLIFT" in the context of the health foods and nutrition industry.  This
application has not gone to publication in the Official Gazette of the U.S.
Patent and Trademark Office nor do we know when or if it will. On February 22,
2007, we received a letter from our trademark attorney dated February 20, 2008,
stating that our trademark application had been accepted and was entitled to be
registered. Accordingly, registration of the trademark will issue barring any
extraordinary circumstances.Having
said this, the laws of many foreign countries do not protect intellectual
property rights to the same extent as the laws of the United States. Imitation
of our product or infringement of our intellectual property rights could
diminish the marketability or value of our product or otherwise adversely affect
any future revenues we may have because potential customers and buyers of our
products may become confused over brand identity.  7. OUR MAJORITY STOCKHOLDER HAS AGREED TO FINANCE OUR
OPERATIONS AND BUSINESS PLAN FOR AT LEAST THE NEXT THREE (3) YEARS.
 HOWEVER, IF, DURING THAT PERIOD, OUR BUSINESS PLAN APPEARS TO HAVE LITTLE
OR NO PROSPECT FOR SUCCESS, THIS CURRENT SOURCE OF FUNDING WILL LIKELY DRY UP.
Our majority stockholder, a Nevada limited liability company, described further
below, has agreed to advance us sufficient funds to carry out and implement our
business plan, namely, to provide the funding and financing necessary to get our
product carried in retail health food and grocery stores.   We
consider this a legal obligation of this entity because we are relying on it. If
we are not  5    self-sustaining by the
expiration of three years or if, in the meantime, prior to the expiration of
three years, we determine that our business plan is a failure or cannot succeed,
management will have to make a determination as to how and in what form we
intend to continue, if we will. Accordingly, no predictions or other estimates,
at this time, can be made beyond the next three years.  Nor can any
predictions or other estimates be made if it turns out within the next three
years that our business plan cannot succeed.  8. THE LOSS OF OUR OFFICERS AND DIRECTORS WOULD, AT THIS
TIME, MATERIALLY ADVERSELY AFFECT US. At present, we are wholly dependent upon
the personal efforts and abilities of our officers and directors, persons who
exercise control over our day-to-day affairs. We are also reliant on our
majority stockholder to finance our business plan and plan of operation through
at least the next three (3) years or until a determination is made that our
business plan cannot succeed. Though this shareholder has not signed a written
agreement that contractually binds it to finance us and our operations, its
principal has represented that it will do so and we are relying on this
representation and therefore, we consider it a legal obligation.  We are highly dependent upon our officers, directors and
a majority shareholder to carry out our business plan.  If something were
to happen to any of these individuals, we do not at this time know who would
take over our day-to-day operations, which mainly consist of contacting
retailers, investigating advertising possibilities,
monitoring our website, processing orders, making sure that energy drink
material is available and on-hand to manufacture and package our product, and
paying our bills as they become due. With regard to managements experience,
background and employment history, reference is made to Part III, Item 9 below
titled DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.  9. OUR OFFICERS AND DIRECTORS WILL BE DEVOTING LIMITED
TIME TOWARDS OUR BUSINESS AND AFFAIRS EVEN THOUGH OUR NEW PRODUCT CAN BE
PURCHASED ON-LINE 24 HOURS A DAY, 7 DAYS A WEEK. Our current officers and
directors have other full-time employment as more particularly disclosed in Part
III, Item 9 of this document. As a consequence, they can only devote a limited
amount of time to us and our affairs. At the same time, since we are marketing
our product on the Internet, extra time and energy on the part of each of these
persons is not necessary. In an effort to quantify this last statement, each of
our officers and directors estimates that he or she intends to devote between 1%
and 10% of his or her time and energy to the business and affairs of Uplift. We
believe that this may be as many as 5 to 10 hours per week. These individuals
efforts will concentrate on monitoring our website for sales, communicating
orders to those responsible for packaging and shipping our product, arranging
and monitoring our advertising campaigns when we have them, and keeping track of
our financial books and records. Since we have a product that has been tested
and which is finally ready to sell in interstate commerce, our officers and
directors efforts will thus concentrate on marketing and advertising. Much of
the time spent will also depend upon how our business plan unfolds and the sales
that we make, something that cannot be predicted with any certainty.  10. THERE IS A HIGH LIKELIHOOD THAT DIVIDENDS WILL NOT BE
DECLARED AT ANY TIME IN THE FUTURE. Holders of our common stock are entitled to
receive dividends when, as and if declared by the Board of Directors out of
funds legally available for that purpose. To date, we have not paid any cash
dividends nor is it likely that we will. Even if we were able to do so, the
Board does not intend to declare any dividends in the foreseeable future, but
instead intends to retain all earnings, if any, to spend on advertising and
getting our product carried in retail stores and other outlets.  11. RISK THAT A MORE EFFICIENT TRADING MARKET FOR OUR
COMMON STOCK MAY NEVER DEVELOP OR THAT IF IT DOES, THAT IT WOULD BE SUBJECT TO
WIDE FLUCTUATIONS OR OTHERWISE BE ILLIQUID. Though we are currently quoted on
the OTC Bulletin Board under the symbol UPNT.OB, no efficient or well-developed
market presently exists for our common capital stock. Having obtained an OTC
Bulletin Board symbol in February 2008, management believes that the market
price for shares of our common stock may be volatile and otherwise trade at a
large spread between the bid and asked prices.  Stock markets generally experience extreme price and
volume fluctuations that can, and do, greatly affect the stock trading of "small
capital" or Penny Stock companies such as ours. These fluctuations can be
unrelated to the operating performance of the company itself. Further, economic
and political conditions may adversely affect the market price of a companys
common stock. Reference is made to Part II, Item 5 titled MARKET PRICE AND
DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.   6    12. RISKS OF PENNY STOCKS
GENERALLY/BROKER-DEALER REQUIREMENTS INVOLVING PENNY STOCKS MAY AFFECT TRADING
AND LIQUIDITY. Our common stock is considered to be a "penny stock" because it
meets one or more of the definitions in Exchange Act Rule 3a51-1. 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 NASD'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. See the following risk
factor in the Risk Factor immediately below.  Section 15(g) of the Securities Exchange Act of 1934, as
amended, and Rule 15g-2 promulgated 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 disclosure 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 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 resell their shares to third parties or to otherwise dispose of them in the
market or otherwise.  13. POTENTIAL FUTURE STOCK ISSUANCES; DILUTION. It is not
now known what other stock or debt instrument issuances, if any, we might find
advisable or otherwise be required to undertake in the future, issuances that
would substantially dilute existing shareholders. Other than as may be necessary
to obtain additional funding or capital for advertising and marketing purposes,
we have no plans or intentions, at the present time, to issue any more stock.
See Part II, Item 6 below titled MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION.  14. CURRENT INABILITY TO REPAY EXISTING DEBT TO OUR
 SHAREHOLDERS. As of the date of this annual report, and even though we
have just begun to receive revenue on limited retail sales of our product,
Uplift has received advances from its stockholders totaling $157,569 on which
$8,249 of accrued interest is payable on demand .  Interest accrues at 8%.
This money is an "advance" from one particular shareholder (as explained further
below) and will only be repaid if funds are ever available for such purpose. At
the same time, we have no history of sales or other operations on which
decisions about our ability to re-pay this debt can be based.  15. DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN. Because we have just commenced operations and have no history of
operations in the health and nutrition industries, there exists substantial
doubt concerning our ability to continue as a going concern. See Part F/S below.
Our product is now fully developed and ready for sale and therefore, our
continuation as a going concern is dependent upon generating both retail and
eCommerce sales.      PART I    ITEM 1. DESCRIPTION OF BUSINESS.   Uplift Nutrition, Inc. (Uplift or the Company), a
Nevada corporation, is the owner, developer, manufacturer, marketer and seller
of a new natural energy and health drink called Active UpLift.  We
maintain a website at www.upliftnutrition.com.  This product contains no
caffeine or added sugar and, at the same time, contains substantial nutrients.
We have also applied for a  7    federal
trademark and trade name with the U.S. Patent and Trademark Office on the phrase
or name "ACTIVE UPLIFT," a phrase or depiction which, according to our research,
is not currently being used in the health food or nutrition industry. Since our
principal place of business is Utah, we are considering applying for a Utah
trademark and/or service mark.  On February 22, 2007, we received a letter
from our trademark attorney dated February 20, 2008, stating that our trademark
application had been accepted and was entitled to be registered. Accordingly,
registration of the trademark will issue barring any extraordinary
circumstances.See Item 2 of this
Part immediately below titled DESCRIPTION OF PROPERTY.  If the sale of our
new and unique energy and health drink is successful, we will consider
developing, manufacturing and marketing additional health and dietary food
supplement products or acquiring rights to market other such products along with
our own and which we would distribute under our own label.  In this regard,
in addition to our Raspberry Lemonade flavored Active UpLift product discussed
in more detail below, we have recently developed an Apple Cinnamon flavored hot
drink which is now available on the shelves at eleven (11) Harmons grocery
stores in the State of Utah.  We have also been working on the development
of a green tea diet drink which is not at this time tested and ready to be
marketed.  Our prospects for the development and sale of additional
products are in the distant future and will depend on the success of the
products we already have available for marketing, distribution and sale.  History and Background of the Company  Uplift Nutrition ("Uplift," "Company," "we," or "us") was
incorporated in the State of Utah on May 15, 1954, as Comanche Uranium, Inc.,
with 7 million shares authorized, having a par value of $0.01 per share. See Ex.
3.1(i) to our Form 10-SB registration statement filed on Edgar on November 2,
2007 (hereinafter Form 10-SB registration statement). In the late 1950s, that
is, during the height of the so-called Uranium Boom, the Company raised money
by means of a public offering of its securities.  On January 30, 1969, the Company filed Amended Articles
of Incorporation in which it changed its name to Comanche Oil and Gas
Corporation.  In that filing, it also changed its capitalization to 10
million common capital shares, having a par value of $0.04 per share.  At
that time, it also undertook a 1-for-4 reverse split of its shares.  See
Ex. 3.1 (ii) to our Form 10-SB registration statement. After 1969, and to
current managements best knowledge, the Company's stock traded on the
over-the-counter market and in the Pink Sheets. Also, after 1969, the Company
engaged in various oil and gas ventures.  By the late 1990s, the Company
spent its cash, liquid assets.  Thereafter, on April 9, 2001, it filed a
Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Utah, in
which it sold its oil and gas properties located in Nevada and Wyoming in order
to satisfy the claims of creditors.  The bankruptcy case was closed 2 years
later on April 2, 2003.  Thereafter, the Company was dormant.  On April 5, 2006, after approximately 5 years of
dormancy, a board meeting was held and the Companys then-officers and directors
resigned serially, appointing the current directors of the Company in their
place and stead.  The former directors did so because they not only had
no plan for the Company but they were all tired of
maintaining it.  The new board members were Gary C. Lewis, Jessica Stone
Rampton and Mary Ross.  The new board members then appointed and elected
Mr. Lewis as president, CEO and CFO of the Company, Ms. Ross as Vice President
and Ms. Rampton as Secretary/Treasurer and Chief Science Officer.  No
shares of stock changed hands at the time of this change of control transaction.  On April 11, 2006, in anticipation of the Company getting
into the dietary supplement and nutrition business, the new directors authorized
the formation of a wholly owned subsidiary in Nevada known as Uplift Nutrition,
Inc.  See Ex. 3.1(iii) to our Form 10-SB registration statement.  On May 8, 2006, a record date was set for the holding of
a shareholders meeting to allow for a merger of the Company with and into its
wholly owned subsidiary, Uplift Nutrition, Inc., and in which the Nevada
subsidiary would be the survivor; in other words, a change of domicile
transaction.  A notice to the shareholders was mailed out.  The
shareholders meeting was held on May 24, 2006, at the law offices of O. Robert
Meredith, Esq.  The transaction also involved a 1-for-2 reverse split of
the Companys shares.  The transaction was approved by a majority of the
Companys shareholders entitled to vote.  On June 2, 2006, Articles of Merger of the Utah parent
corporation with and into its wholly owned Nevada subsidiary were filed with and
stamped by the States of Utah and Nevada.  The Articles of Merger contain,
as an exhibit, a copy of the Plan and Agreement of Merger.  See Ex. 3.1(iv)
to our Form 10-SB registration statement.  By operation of law, this
results in our former subsidiarys Articles now being the Articles of
Incorporation of our Company.  Such Articles provide, among other things,
that our Company has 100 million common capital shares authorized, having a par
value of $0.001 per share.  See Ex. 3.1(iii) to our  8    Form 10-SB registration
statement.  A copy of our Nevada Bylaws is also attached to our Form 10-SB
registration statement as Ex. 3.2.  On the same day, namely, June 2, 2006, we purchased all
right, title and interest in and to an on-going Wyoming limited liability
company called Nu Mineral Health engaged in the dietary supplement and nutrition
business.  The purchase included all accompanying assets and intellectual
property associated with the company.  The only two members or partners of
Nu Mineral Health were Ms. Jessica Rampton and her husband, Ryan Rampton.
 (As stated above and because of her expertise and educational background,
Jessica Rampton became, and still is, an officer and director of us.)  At
the time, Nu Mineral Health had been selling a dietary supplement and nutrition
drink the Ramptons invented called UpLift Energy.  The Ramptons sold
their limited liability companys assets and also their membership interests
therein to us in exchange for the issuance to them, by book entry, of 20 million
post-split restricted shares.  The acquisition thus included not only
obtaining all rights in and to UpLift Energy, but also obtaining all rights
and interests in Nu Mineral Healths website, www.upliftnutrition.com, from
which sales of the Ramptons original health and energy drink had been made
since 2006.  As set forth below, the Ramptons soon thereafter sold 18
million of these restricted shares to our current majority shareholder for
$17,000 in cash and the Ramptons retained a total of 1,965,000 restricted
shares.  Copies of the documents evidencing this overall corporate
transaction are together attached to our November 2, 2007, Form 10-SB
registration statement as Ex. 10.1.  See also the DESCRIPTION OF PROPERTY
section below; see also Item 11 of this Part III below titled SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS which sets forth the stock holdings of our majority shareholder and the
Ramptons.  In addition, the transaction involved or required the Ramptons
to execute non-compete and non-disclosure agreements.  These agreements
also comprise Ex. 10.1 to our Form 10-SB registration statement.  Even though the transaction with Nu Mineral Health was
approved unanimously by the Companys board of directors, this was NOT an arms
length transaction given that Ms. Rampton was also, by then, serving on the
board of the Company and was also acting as an officer.  See Item 12, of
Part III below titled CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE.  As set forth above, on June 30, 2006, Uplift Holdings,
LLC, a Nevada limited liability company, purchased 18 million of the 20 million
restricted Uplift shares back from the Ramptons for a total purchase price of
$17,000.  This, coupled with smaller dispositions made by the Ramptons to
three other individuals, has left the Ramptons with a total of 1,965,000
restricted shares, an amount that represents approximately 8% of our total
number of issued and outstanding shares.  See again, Exhibit 10.1 to our
Form 10-SB registration statement.  As a result of Uplift Holdings
transaction with the Ramptons, Uplift Holdings is now our majority stockholder,
owning 74.5% of our issued and outstanding shares.  Its principal, Mr.
Hall, also personally owns or controls another 80,000 shares that he purchased
in or through the market.  These are considered control shares.  See
Part III, Item 9 below titled DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT; see also
Item 11 of Part III below titled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.  On September 25, 2006, we obtained a Pink Sheet stock
symbol from the National Association of Securities Dealers, Inc. (NASD).
 Between that date and February 2008, our stock traded on the Pink Sheets.
 Because our Form 10-SB registration statement filed with the Commission in
November 2007 became effective in early January 2008, we were able to obtain a
symbol from the OTC Bulletin Board in early February 2008.  That symbol is
UPNT.OB and our common stock currently trades under such symbol.  See Item
II of Part 5 below titled MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.  On or about May 4, 2007, we mailed a letter out to our
shareholders announcing our intentions and plans, specifically, that we would be
filing a Form 10-SB, among other things.  A copy was attached to our
November 2, 2007, Form 10-SB registration statement as Ex. 99.1. As a result of the June 2, 2006,
merger and change of domicile transaction, and taking into consideration the
rounding up of all fractional shares to the next nearest share, a necessity
resulting from the 1-for-2 reverse split, and further adding in the 20 million
shares issued, by book entry, to the Ramptons, a total of 22,841,756 shares were
issued and outstanding immediately after (1) the merger and change of domicile
transaction and (2) the acquisition agreement with the Ramptons. As of the date
of this annual report, there are now a total of 24,216,944 shares issued and
outstanding.  See Item 4 of Part II of our Form 10-SB registration  9    statement titled RECENT SALES
OF UNREGISTERED SECURITIES.  This figure also includes 50,000 restricted
shares issued for services to a consultant in November 2007.  The figure
does NOT include 329,501 shares held in a reserve account by our stock
transfer agent since February 2007 and which pertain to a lost instrument
bond.  Current Status of the Company  Our current president, Mr. Gary C. Lewis, has been our
president, chief executive officer and our chairman of the board since April 5,
2006. Mr. Lewis, directly and indirectly owns 1,000,000 restricted shares of
our issued and outstanding shares.  Our secretary/treasurer and director,
Ms. Jessica Rampton, owns 1,965,000 restricted shares, both directly and
indirectly.  Finally, our vice president and director, Ms. Mary Ross,
directly owns 25,000 restricted shares.  As a group, our officers and
directors own just over 12% of our issued and outstanding common shares. See
Item 11 of Part III below titled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.  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 are not presently involved in any negotiations to
undertake any type of merger, reorganization, joint venture or business
combination transaction of any sort.  No assurance can be given that any of
our other plans or proposals can be accomplished.  We have no subsidiaries or property other than what we
acquired from the Ramptons/Nu Mineral Health and the improvements we, ourselves,
have made to our new energy drink since June 2, 2006.  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. We are, however,
looking at and deciding whether to enter into various advertising, marketing and
vendor distribution agreements with various retailers.  This is something
that we are doing right now and in the ordinary course of our business.  Though we own all rights to manufacture and market our
Active UpLift high energy drink, along with related intellectual property, we
currently hold no registered or issued patents or trademarks.  As set forth in our balance sheet in Part F/S below, we,
as of December 31, 2007, had $9,642 in cash in our checking account and $25,925
in inventory with which to make Active UpLift product, a 15-packet box of which
has a current or suggested retail price of $15.95. See our website,
www.upliftnutrition.com, where our product is offered for sale.  See Part
F/S below. As of the date of this annual report, we have approximately $1,095 in
our checking account and approximately $18,000 worth of product in
inventory.  We maintain executive offices or facilities at the office
of our president located at 4423 South 1800 West, Roy, Utah 84067.  We do
not pay rent for these office facilities because their use is only nominal. We
formulate and manufacture our new natural energy and health drink product at the
warehouse facilities of a health food packager known as Harmony Concepts located
in Weber County, Utah. For more information about our packager, reference is
made to our Plan of Operation detailed below.  Recently, we obtained a
products liability insurance policy.  As of our year end, December 31, 2007, we had no
significant revenues, though we had shipped approximately $10,000 of product at
the end of December.  As of the date of this annual report, we have had
retail grocery store chain sales with Ralphs and Albertsons totaling
approximately $22,600 and internet sales totaling approximately $575.  The
former figure includes the sale of $2,025 worth of our new Apple Cinnamon hot
drink featured in 11 Harmons stores in Utah.  We believe that these retail
sales so far during 2008 are a notable accomplishment given that we have not
been in business long and are a start-up enterprise. Management cannot predict
whether we will ever be profitable even though there is admittedly a large
market for our product.  As of December 31, 2007, we had a net working capital
deficiency of $142,864. At the same time, we do have a strong financial
commitment for the funding of our business plan through our majority
shareholder, Uplift Holdings.  This commitment is to provide us with
sufficient funding over the next three years as necessary to carry out and
implement our business plan.  This commitment may be less than three years
if a determination is made during that period that our business plan cannot be
successful.  Depending upon what we encounter in pursuing our business
plan, we expect that this commitment could cost Uplift  10    Holdings as much as $200,000
or more. We consider its generous commitment to carry out and implement our
business plan over as long as the next 3 years 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
some unknown reason and yet our business prospects look positive, we may
consider raising money by selling our common stock on a private placement basis.
 No additional thought has been given to this prospect at this time.  Even though we have a product for sale for which there is
undoubtedly a large 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; see also Risk Factor No. 15 above. No assurance can
be given that we will become successful or that we will generate enough capital
from sales to continue to finance various 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. According to our records, Fidelity has
been our transfer agent since our inception in the 1950s.  As of the date of this document, we have 1,242
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 24,216,944 common capital shares issued and outstanding of which 100,000,000
common shares are authorized. We have no preferred shares authorized.  Of
the 24,216,944 common shares currently issued and outstanding, our current slate
of officers and directors own and hold a total of 2,990,000 shares.  This
figure represents slightly over 12% percent of our total number of issued common
shares.  See Item 11 of Part III below.  Government Regulation  Because we do not sell a health or nutrition drink that
makes any particular claim, we 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).  In addition, 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.  Sales Taxes  With respect to the collection of sales taxes, we are
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 will
receive 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 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 of some kind 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   11    According to the
www.marketresearch.com, an independent industry research website, the energy
drink market in 2005 was $4.3 billion.  This market has 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.  Many, linked to extreme sports, represent
adventure and rebellion. Others seem to offer a party image. Some niche brands
have aligned with personal interests, such as music and spirituality.  The tremendous sales growth in this category has been
driven by the right product meeting the right group in the right place and at
the right time.  Young people seek a way to get the most out of their free
time and fun time.  Added energy is a solution.  Furthermore, this
group often visits convenience stores, which sold nearly half of all energy
drinks (off-premises) in 2004.  (www.marketresearch.com)  According to an article called HIP TO SIP:  ENERGY
DRINKS LOOKING TO JOLT BEVERAGE MARKET, published in The Dayton Daily News and
retrieved in late 2005 from www.beveragemarketing.com/newsenergydrinks.htm,   Among the most
popular energy drinks are Red Bull, XTC and 180, and industry experts say these
cooler-than-thou concoctions are the fastest growing category among, carbonated
soft drinks.  Americans drank about 15.3 billion gallons worth of fizzy
soft drinks last year according to Beverage Marketing an industry research firm.
Energy drinks accounted for about 11 million gallons of the total  slightly
more than 7 percent  and generated roughly $4.3 billion in retail sales.  We anticipate that the next market explosion will be in
marketing a combination energy and nutrition drink to the 50-plus age group
(baby boomers). This target group will be looking for a way to feel like they
are in their 20s or 30s, without the caffeine jitters. It is anticipated that
they will want to replace their over the counter and other feel better pills
with great tasting liquid nutrition. We believe that this baby boomer market
could eventually surpass the currently existing $4.3 billion teen market.
 Just who are these baby boomers?  According to the October 24, 2005
issue of Business Week Online, Love Those Boomers by Louise Lee,  One of the
major needs and concerns of Baby Boomers who are in their mid-50s is good
health. I know, because I just turned 54 two months ago. My grandparents lived
into their 90s and my parents are both in their mid to late 70s. If Im going
to live that long, then I better start taking better care of myself. So my major
concern is how to achieve better health and wellness. Baby Boomers are looking
for vitamins, minerals, herbs and nutrition to help them stay young feel health
and have energy. If you have a product that can fill that need you can take it
to the bank!  *Retrieved November, 16 2005,
http://www.businessweek.com/magazine/content/05_43/b3956201.htm  We believe that our product, Active UpLift, is unique in
that it fits in the category of both an energy drink AND a health drink.
 We are aware of only one other product marketed under the name Ola Loa
Energy Drink sold in one particular health food chain store that sells a drink
that 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.  Regardless of this
competitor and  12    several others, we have no way
of accurately estimating the total health and energy drink market that our
specialty product serves.  Based on the information and sources quoted
above, we believe 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 15 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 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, our product, 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 our 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 product does 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, do not often taste good.  Active UpLift is a convenient, delicious
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.  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
packager, Harmony Concepts, cannot assist us in packaging and shipping our
product. 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 currently using as our principal place of business
the office address of our president, Mr. Lewis, located in Roy, Utah, a suburb
of Ogden, 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.    ITEM 2. DESCRIPTION OF PROPERTY.  As disclosed above, in June 2006, we acquired all of the
outstanding membership interests and assets of a Wyoming limited liability
company known as Nu Mineral Health, an entity which we thereafter allowed to
become dissolved with the Division of Corporations of Wyoming.  In that
transaction, we also acquired all attendant intellectual properties and assets
associated with it and its business.  Copies of the documents relative to
this acquisition are together attached to our form 10-SB registration statement
as Exhibit 10.1.  This company and its assets have been used as a
starting place or springboard from which we have been able to formulate, develop
and create our current and principal product, Active UpLift, which we have been
enabled to formulate with the education and experience of Jessica Stone Rampton,
a former owner of Nu Mineral Health.  As stated above, Ms. Rampton has
assumed a position as a director and officer of us.  For further
information about Ms. Rampton, reference is made to Item 9 of Part III below,
our discussion of officers, directors and control persons of the Company.   13    Summary of Our
Acquisition Agreement with the Ramptons  The following is a summary of our June 2, 2006,
Acquisition Agreement with the Ramptons and which identifies the rights and
interests licensed or assigned to us. For more specific information, reference
is made to a full copy of the Agreement attached to our Form 10-SB registration
statement as part of Ex. 10.1.  In exchange for the issuance, to the Ramptons, by book
entry, of 20 million post-merger "restricted shares," the Ramptons conveyed all
property belonging to their Wyoming LLC called Nu Mineral Health to us.  To
cover all the bases, this also included conveying to us their 100% membership
interests in the LLC itself.  The agreement also specifically listed
certain assets by name.  These were:  All inventory, all claims to the
name and trademark UpLift Energy, all rights in and to Nu Mineral Health, a
Wyoming limited liability company, its then-existing website, all equipment,
hardware, intellectual property associated with the UpLift Energy dietary
supplement, and finally, two registered domain names that would be helpful when
we modified the already-existing Nu Mineral Health website.  In exchange
for this assignment and a bill of sale, we were obligated to issue the Ramptons
20 million "restricted" shares (which we did by means of book entry). The
agreement does NOT involve or require paying the Ramptons any royalties.
 At the same time, both Ramptons agreed to sign non-compete and
non-disclosure agreements, both of which comprise Ex. 10.1 attached to such
registration statement.  Though it is not specifically mentioned in our
formal agreement with the Ramptons, Jessica Stone Rampton agreed to act as our
chief science officer, as our secretary/treasurer and as a director of us.
 See Item 9 of Part III below.  Other Properties  On September 22, 2006, we applied to
the U.S. Patent and Trademark Office, through an intellectual property lawyer,
for a federal trademark and trade name in and to the phrase or name Active
UpLift.  Our U.S. Trademark Application No. is 77/005,227.  While
our initial research indicates that there is no conflict with this federal
trademark or trade name application, we do not know what the U.S. Patent and
Trademark Offices next step with us will be in this regard.  We therefore
cannot predict if our application will be published in the Official Gazette of
the U.S. Patent and Trademark Office or if we will get some type of comment
letter requesting more information from us evidencing that we are claiming this
mark or using it in interstate commerce.On February 22, 2008, we
received a letter from our trademark attorney dated February 20, 2008, stating
that our trademark application had been accepted and was entitled to be
registered. Accordingly, registration of the trademark will issue barring any
extraordinary circumstances.Since
we claim this trademark and service mark, we continue to use the phrase or name
Active UpLift in interstate commerce and on all of our product packaging.  Counsel advised that we could have filed for a foreign
trademark application corresponding to our U.S. trademark application by March
22, 2007.  However, we decided not to spend the money to do so.  We have received no notice from any person or company
that our claim to the phrase or term Active UpLift 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 are contemplating filing with the U.S. Patent and
Trademark Office for a federal chemical patent on our Active UpLift formula.
 We have not as yet done so.  Currently, we are investigating what
this might both cost and entail.  We have been told by one out-of-state
patent lawyer that it would cost between $7,000 and $10,000 to file, though he
indicated that more information would allow him to project a more accurate
price.  Having acquired the Ramptons and Nu Mineral Healths
original website, we have made substantial improvements to it.  This
website, whose address is www.upliftnutrition.com, is fully operational,
including its shopping cart. See the discussion in our Plan of Operation below
under the heading "Our Website." All rights to use, operate and modify this
website as needed to successfully market our product belong to us.  Through our acquisition agreements with Nu Mineral Health
and the Ramptons, we also obtained the following website domain names,
www.myhealthchallenge.com and www.upliftenergy.com.  Anyone who types-in
such website addresses is automatically directed to www.upliftnutrition.com.   14    In sum, through our
Acquisition Agreement with the Ramptons and with the continued help and
expertise of Jessica Stone Rampton, we have obtained a substantially modified
and improved health food and energy drink product that is ready for sale to the
public at large.  This has resulted in our current new energy drink
product, Active UpLift, a product that we have been selling in interstate
commerce since the end of December 2007.  This is not to ignore that during
our first quarter of 2008, we also finalized development of an Apple-Cinnamon
flavored hot drink which we are currently featuring in 11 retail stores of a
Utah-based grocery store chain known as Harmons.  To date, we have sold
$2,025 worth of this product to Harmons.  For the exact language and specific provisions of our
Acquisition Agreement, reference is made to Ex. 10.1 to our Form 10-SB
registration statement.  As of the date of this annual report, we are developing
some new or related products but are nonetheless concentrating on selling the
two (2) products that are fully developed and ready for sale and for which we
believe there is a substantial market.  Executive Offices  As stated elsewhere herein, our executive offices are
located at 4423 South 1800 West, Roy, Utah 84067. Our telephone number is
801-721-4410 and our fax number is 801-801-732-9371. This is also the business
office address of our corporate president. 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 provided by our
president 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 product is subject and, to the best of our knowledge, information and
belief, no such actions against us are contemplated or threatened.    ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS AND REPORTS TO SHAREHOLDERS.  We did not submit any report, proxy statement or
information statement to security holders during the 2007 fiscal year.  We
did issue a press release in early December 2007 in which we announced landing a
sales agreement with a California grocery store chain, a significant
accomplishment considering that we are start up business and had no significant
or meaningful sales before that occurred.  This press release was also
followed up with a Form 8-K that we also filed in early December 2007.  On
March 21, 2008, we issued a second press release announcing our obtaining of an
OTC Bulletin Board symbol, our having established retail relationships with
Ralphs, Albertsons and Harmons grocery store chains, and our plans to sponsor
the Salt Lake City Marathon in April of this year.  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.  We have a website, which is www.upliftnutrition.com, and
if there is anything significant that a shareholder or investor should know, in
addition to what we include in our periodic reports filed with the Commission,
we will consider posting such information on our website.    15    PART
II     ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS.  Market Information  While our common shares has not traded in a public stock
medium since the late 1980's, during September of 2006, we became quoted on the
Pink Sheets administered or overseen by Pink Sheets, LLC, www.pinksheets.com,
under the symbol UPNT.PK.  During our 2007 fiscal year, our stock trading
activity on the Pink Sheets, for each quarter, was as follows:  ISSUE:
 UPLIFT NUTRITION, INC. (
NEV. ) COMMON  NON-NASDAQ
OTC:  CLOSING
BID
CLOSING
ASK2007
VOLUME
HIGH
LOW
HIGH
LOWJAN. 3 THRU MAR. 30
123,055
$0.30
$0.02
$0.30
$0.13APR. 2 THRU JUNE 29
37,675
$0.35
$0.25
$0.60
$0.35JULY 2 THRU SEPT.28
51,250
$0.45
$0.25
$0.60
$0.45OCT.1 THRU DEC. 31
43,838
$0.30
$0.25
$0.55
$0.40  NOTE: THE
INFORMATION WAS COMPILED WITH CARE FROM SOURCES BELIEVED TO BE RELIABLE BUT PINK
SHEETS, LLC, CANNOT GUARANTEE THE ACCURACY NOR WARRANTEE ITS USE FOR ANY
PURPOSE.  NOTE: PRICES
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.  THEY DO NOT REPRESENT ACTUAL
TRANSACTIONS.   Currently, there are 24,216,994 shares issued and
outstanding, a figure which does NOT include 329,501 shares held in reserve by
our stock transfer agent since February 2007, shares that relate to a lost
instrument bond.  Because these 329,501 shares are held in reserve or in
a special reserve account established by our transfer agent for our potential
liability for the replacement of a lost certificate, these shares are not
reflected as either issued or outstanding.  As of the date of this annual
report and not counting the 329,501 shares held in reserve, 3,096,944 shares,
or approximately 13% of our issued and outstanding shares, are held by
non-affiliates and may be sold without restriction. In fact, according to our
stock transfer agent, 3,096,944 of such shares have been issued and outstanding
since 1994 or for almost 15 years. These shares may be considered what
constitutes "the float," that is, the number of shares that can freely trade in
interstate commerce. At present, our majority stockholder and our officers and
directors do not own or control any shares, directly or indirectly, that are not
"restricted."  Having said this, it should be noted that the sole member
and manager of our majority stockholder, namely, Mr. Ed Hall, does directly own
or control 80,000 shares of our stock that he acquired through, or in, open
market purchases  These 80,000 shares are considered control shares and
cannot technically be re-sold by Mr. Hall without his filing a Form 144 and thus
reporting any such disposition.  See Item 11 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.  Having obtained an OTCBB symbol in early February 2008
after our Form 10-SB registration statement filed with the Commission became
effective, there are NO plans, proposals, arrangements or understandings with
any person, including any  16    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 1,242 holders of record
of our common capital stock.  Dividend Policy  We have 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 and undertake advertising. The payment of any future dividends will
be at the sole discretion of the board of directors and 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 and at this point, we
believe the payment of any dividends would be extremely unlikely.  Description of Securities  Our authorized capital stock consists of 100,000,000
shares of common capital stock, $0.001 par value, of which 24,216,994 shares
were issued and outstanding as of our year-end, December 31, 2007.  The
same number of shares is also issued and outstanding as of the date of this
annual report.   As of our December 31, 2007, 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.  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 NASD'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 thereunder 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 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.   17    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.  Common Capital Stock  The holders of our common stock are entitled to one 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.  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. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATION   We are a start-up, internet-based eCommerce company that
offers and sells a new natural energy and health drink called Active UpLift. In
addition to offering our product for sale on-line, it is also our intention to
do what is necessary to get our new product carried in retail stores around the
country.  In this regard, we have made substantial progress over the last 3
months.  As a result of our significant retail efforts, we do not
anticipate relying on the Internet for the majority of our business.  Our
website is www.upliftnutrition.com and it is hosted by www.godaddy.com.  Our new Active UpLift product was only suitable for
offer and sale in interstate commerce, and on a retail basis, as recently as
December 2007.  As a result, we  were not able to generate significant
revenue during 2007 and have only generated or realized nominal revenues from
our operations during our first quarter of 2008.  As of December 31, 2007, we shipped 130 cases of Active
UpLift to a distribution center to be placed in 105 Ralphs grocery stores.
 As of the date of this document, we have shipped another 90 cases of
Active UpLift to a distribution center in Oklahoma to be placed in 90
Albertsons grocery stores throughout Colorado and Arizona.  We have also
shipped 22 cases of our new Apple-Cinnamon hot drink product to 11 Harmons
grocery stores in the State of Utah.  If none of these products are sold in
180 days, the product can be returned by the retailer to us and the retailers
account with us credited accordingly.  At the same  18    time, if all of this product
is sold in the Ralphs stores, the Albertsons stores and the Harmons stores, we
expect to generate total revenue of $22,600.  Each of the foregoing store placements requires a certain
amount of money to be spent on advertising.  Accordingly, we have started
in-store tasting and educational demonstrations in Utah and have scheduled these
same demonstrations to start in all the other locations within the next 60 days.
We are also scheduled to be major sponsors in local and regional sporting events
such as runs conventions and other events that are heavily attended.  We
hope to follow this with an aggressive marketing campaign that will include
written advertisements in publications, health magazines and in-store
advertising.  What we anticipate budgeting for this type of expense is set
forth in the discussion below concerning our budget for 2008.  Selected Financial Data  Because we have not been operating long enough to
generate significant sales at the present time, selected financial data would
not be particularly meaningful. Reference is made to our audited financial
statements included in Part F/S hereof.  Since our emergence from approximately 5 years of
dormancy, we have incurred accounting costs and other expenses and fees in
connection with reactivating ourselves, acquiring Nu Mineral Health from the
Ramptons, and the preparation and filing of our Form 10-SB registration
statement on November 2, 2007. Funding of these and other expenses is from
working capital provided by our majority stockholder, namely, Uplift Holdings,
LLC, an entity which, because of its 74.5% ownership interest in us, has an
obvious vested interest in seeing us successfully market our product. For our
fiscal year ended December 31, 2007, we have incurred fees and expenses totaling
$114,407.  These fees and expenses have been for accounting fees, legal
fees, transfer agent fees, packaging expenses paid to suppliers and packagers,
and also fees paid our product manufacturer or formula mixer, Harmony
Concepts.  Our website was originally fully operational in September
2005 when the Ramptons ran the business.  Since the date we acquired Nu
Mineral Health from the Ramptons, an acquisition which included acquiring their
website, we have made substantial improvements to the Ramptons original
product, a product we now call Active UpLift.  (We have even since
developed an Apple-Cinnamon hot drink which we only recently began featuring in
local Harmons grocery stores.)  During 2006, we also made substantial
improvements and changes to our website.  Still, the new and improved
formula for our new Active UpLift product was only recently completed for sale
to the public.  Because our new and improved product, Active UpLift, was
only recently determined to be ready and suitable for sale to the public, we
have had little opportunity to engage in specific advertising campaigns though
we fully intend to.  See our discussion below about our proposed and
intended advertising campaigns.  We also expect that we will have to spend money with
retail distributors, or make commission deals with retail distributors, to
assist us in getting our product featured in retail food and grocery store
chains around the country.  Although we have signed a distribution
agreement with one distributor in Idaho that has a 7,000 plus retail store
distribution, and have started by placing product in as many as 357 of their
Albertsons stores by the end of the second quarter of 2008, we have no way of
predicting our potential success in this regard.  We have, nonetheless,
made significant progress with three retail grocery stores during our first
quarter of 2008.  Having said this, we believe our ability to sell our
product in retail food and grocery stores holds more of the key to our success
than merely offering our product for sale on the Internet, a strategy that can
result in spending a lot of money on pay-per-click and other advertising, with
little results.  Liquidity and Capital Requirements  As of our fiscal year ended December 31, 2007, we had
$9,642 in our checking account. As of the date of this annual report, we have
approximately $1,095 in our checking account. What we have in our checking or
bank account at any given time is insignificant inasmuch
as our working capital is provided by our majority shareholder. 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.
 We have so far accrued $8,248 in interest due and owing Uplift Holdings.
 In the event we modify our oral agreement in the future with Uplift
Holdings so that we are required to pay interest, we do not believe it would
have any material impact on us or our liquidity because both we and Uplift  19    Holdings would not agree to
such a modification unless we were profitable and could afford to make such
interest payments. Though we have nothing definitive in writing with our
majority shareholder, we consider Uplift Holdings obligation to advance us the
money necessary to carry out and pursue our business plan a legal obligation of
it upon which both we and investors can rely.  We will be able to satisfy our cash requirements for not
only the next 12 months but at least for the next three (3) years in that our
majority shareholder has committed itself to advancing what funds are necessary
for us to carry out and pursue our business plan, a commitment that will also
satisfy all our cash requirements and keep us current in our 1934 Exchange Act
reporting obligations for at least the next 3 years. We believe that this time
period is consistent with the disclosure in our Plan of Operation described
below in that we believe that within 3 years, we should be able to successfully
carry out our business plan. If a determination is made by management within the
next three years that we will NOT be successful and that our business plan is or
will be a failure for reasons which we can only imagine, our majority
shareholder will likely elect not to advance us any more funds.  See the
section titled "Plan of Operation" below. Having said this, we are unable to
guarantee that at the expiration of three years from now, and assuming that our
business plan is NOT by then successful, that our majority shareholder will
continue to advance us sufficient money to allow us to continue in our reporting
obligations. We do not mean to imply, however, that our majority shareholder
will NOT continue to advance us funds beyond the next 3 years, particularly if
it appears that we will indeed be able to successfully carry out our business
plan if we continue beyond the next 3 years. If our majority shareholder does
not desire to loan or advance us sufficient funds to continue for the simple
reason that the prospects of our business plan look bleak, we may be required to
look at other business opportunities, the form of which we cannot predict at
this time, as to do so would be highly speculative on our part.  It is
possible, however, that we would consider a private placement of our shares, the
form of which we also cannot predict at this time.  Our Budget over the Next 12 Months  The amount of money necessary to implement and carry out
our business plan over the next twelve months is as follows: The cost of
maintaining our website hosted by www.godaddy.com is currently a mere $9.95 per
month. Over the next year, we have budgeted between $8,000 and $10,000 to be
spent in legal fees. With respect to our annual "in-house" accounting and
outside, independent auditor fees and costs, we have budgeted as much as $8,000
to $10,000.   We are also budgeting Edgarization costs and fees of at
least $250 per quarter and $600 for our annual report.  In the normal
course of our business and having now completed the registration process with
the Commission, we anticipate spending at least $1,000 per year on Edgarization
costs and expenses. We have also budgeted approximately $1,000 per year in
annual transfer agent fees and costs, part of which is our annual stock transfer
agent maintenance fee. Other transfer agent costs and fees will ordinarily be
the obligation of each shareholder submitting his or her shares for transfer.
 Earlier this year, we obtained a products liability insurance policy at a
cost of $1,100 per year. This policy was renewed in February 2008 and comes up
for renewal next February 2009. The terms of the policy covers any and all
existing or new products that we may take to market throughout the year
 Because we are now a fully reporting company, we anticipate that as much
as $190,000 per year shall be necessary to satisfy our minimal cash
requirements. We anticipate spending approximately $100,000 on advertising,
$30,000 on insurance and other operational expenditures, $40,000 on new product
inventory and $20,000 for legal and accounting fees and expenses.  These
are just estimates at the present time and we can make no absolute assurance
that these amounts of money will be so spent during 2008.  We are currently advertising in limited fashion on the
Internet as set forth more fully below.  This particular budget item is in
addition to those in the preceding paragraph.  Now that we are supplying our product to at least 3
retail chain stores, it is incumbent upon us to come up with a retail store
budget.  In this regard, we have learned that most retail stores require a
certain amount of advertising to coincide with their carrying our product in
their store.  Having only recently obtained retail opportunities with at
least 3 retail chain stores, we are committed to devoting enough capital to
advertising in order to satisfy any such retailer. In this regard, we anticipate
spending $100,000 during 2008 coordinating a marketing/advertising campaign with
retail stores that carry our product.  As of the date of this document, we
have now shipped product to over 200 stores throughout the West.  We have
thus had to prepare a plan for marketing and advertising that coincides with
these significant new developments. As of now, we are planning and scheduling
in-store demonstrations at a certain number of stores each Saturday. These
demonstrations are intended to give potential buyers a taste of our product; we
also intend to talk to them and educate them about the proactive effects of
Active UpLift. We hope to follow these efforts up with an aggressive
advertising campaign that will include disseminating written print material in
publications, sponsoring regional sporting events, and using each such chain
stores coupon advertising campaigns.  In the future, we will have more to
report along these lines.  20     For information on the cost of manufacturing and
packaging our product, reference is made to our Plan of Operation section
below.  Our majority stockholder is currently our sole source of
financing.  This stockholder has agreed to finance us and our business plan
through at least the next 3 years, provided that our business plan has every
potential or prospect for success during that period.  In this regard, we
have a $10,000 credit limit on a corporate or company credit card.  The
principal of our majority stockholder has also lined up a $20,000 line of credit
for our benefit, a line of credit on which, as of this date, he is the only
signatory.  Because we have a financial commitment from our majority
stockholder sufficient to carry us through the next 3 years, we do not require
any additional funding or financing sources at this time. Having said this, if
we are able to generate the sale of a mere 10,000 boxes of our product per
month, we believe that we can break even. If we are able to generate sales of
more boxes per month, we can cover limited advertising expenses each month.
Since few know who we are (even in light of the Ramptons history in the
business) and since we and our new product are in large part unknown, we are
hopeful that, if we do indeed make headways and inroads into retail stores, we
may be able to accomplish this short term goal by the middle of our 2008 fiscal
year.  PLAN OF OPERATION  Our principal business plan is to promote, market and
sell our new powdered natural energy and health drink, Active UpLift, through
traditional retail distributors, who, in turn, will supply our product to retail
health and food stores. We feel that our best markets will be large food store
chains and specialty health food outlets. This assumption has proven to be
correct in that we now have relationships with 3 large retailers and their
distributors.  We intend to compliment this marketing strategy by
continuously offering our product on and through the Internet.  Because
Active Uplift is a new and improved product and we are essentially a start-up
enterprise, the dietary supplement and nutrition industry is in large part
unfamiliar, at this stage, with Active Uplift, not to mention our new Apple
Cinnamon hot drink. For this reason, we believe it will take some time for these
two products to "catch on" and for any significant or meaningful sales to occur.
 Having said this, and with the direct help of our consultant, Mr. Bruce
Miller, discussed immediately below, in December 2007, we shipped 130 cases of
Active UpLift for placement in 105 Ralphs grocery stores.  Since then we
have shipped another 90 cases of Active UpLift to be placed in 90 Albertsons
grocery stores throughout Colorado and Arizona.  We have also shipped 22
cases of our new Apple-Cinnamon hot drink product to 11 Harmons grocery stores
in the State of Utah.  We believe that this is tremendous news for us in
that prior to these shipments we had virtually no sales and no contacts with any
retail grocery store chains to speak of.  In October of 2007, we retained, as a consultant, the
services of Bruce Miller, a retired executive with Smiths Foods, to head up our
marketing campaign. Since then, Mr. Miller has been in the one responsible for
placing our product, Active UpLift, in over 200 stores throughout the west.
Through these few but recent orders, we stand to receive as much as $22,600 in
gross revenue for our first quarter ending March 31, 2008.  Having just
begun our operations at the end of 2007, we feel that this is a remarkable
accomplishment in such a short period of time.  As a result, we also feel
that Mr. Miller has become a very valuable asset in the overall plan to take us
into profitability. Due to Mr. Millers marketing efforts and results, in
November 2007, we issued Mr. Miller 50,000 shares of restricted stock, stock
that our Board of Directors valued at $0.40 per share.  We have thus
recorded this transaction as a non cash charge to commission expense.  Our Website  In approximately September 2006, our current website was
completed and became fully operational. This is not to suggest that we do not
continuously make changes, improvements and modifications to our website.
 We do.  Our website address is: www.upliftnutrition.com.  As set
forth above, our website is hosted by one of the largest website hosts in the
United States, namely, www.godaddy.com.  This costs us a mere $9.95 per
month.  Because www.godaddy.com is one of the largest website hosts in
existence, we feel comfortable that the chances of our website going down at
any given time are remote.  As a result, we believe there is little
likelihood of losing sales because our website goes down.   21    Our Product is Already
Available in a Colored Retail Box with Bar Code  When we first acquired Nu Mineral Health, we used the
original colored retail box for our product that the Ramptons and Nu Mineral
Health had designed back in 2005.  Since acquiring Nu Mineral Health, we
have updated our colored retail box design to a small degree, included our new
product name, and made minor word and design changes. The Ramptons and Nu
Mineral Health paid over $5,000 for the original display box design and we paid
an additional $3,000 to have it changed with the updates and changes we wanted.
Our boxes are made by a local company called International Paper Box Company.
 Currently, it charges us between 28 and 45 cents per 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.  Recently, we purchased our own bar codes so we can
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.  A lot of companies like ours spend thousands and
thousands of dollars creating a colored retail box, an endeavor that can take
many months and costs thousands of dollars.  Since we have completed all of
the artwork necessary for this task, not to mention obtaining the necessary
retail bar code, a code which is now available on our new packaging, we believe
that this is a significant achievement or milestone towards the carrying out of
our business plan and Plan of Operation.  Processing Orders  Our product comes in our colored, retail box that
contains 15 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.  Our modified website has 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 by I-Payment or I-Transact, as the case may be, in our
company bank account.  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 hopefully large retail distributor
orders, we anticipate getting invoices faxed or emailed to us directly.  At
that time, we will determine how to fill the order depending upon the size and
location of the order.  Retail distributor orders will not be processed
through our website but directly with and through us.  Having said this,
during late 2007, we received orders from Ralphs grocery stores chain to ship
130 cases of Active UpLift.  During the first quarter of 2008, we received
orders from Albertsons grocery store chain to ship another 90 cases of Active
UpLift.  Finally, in 2008, we also received orders from Harmons to ship up
to 22 cases of our new Apple-Cinnamon hot drink product.  These orders were
all processed, negotiated and arranged by Mr. Lewis, our president, along with
Mr. Miller, our marketing consultant.  They were 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.  So far, this has not
occurred with regard to any of the product we have shipped.   22    In the event that our product
does not sell, the standard distributorship agreement we have entered into with
Ralphs and Albertsons distributors allows them to charge the product back to
us and then return it to us at our cost. As stated immediately above, so far,
this has not occurred though we can make no assurance that it wont at some time
in the future.  Shipping and Handling  When we receive an on-line or Internet order, 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 enough inventory on hand to ship on-line orders directly from Roy, our
corporate headquarters.  For those on-line orders we process and ship from Salt
Lake City directly, our mailing label is placed on a shipping box at the
warehouse or outlet where we store Active UpLift 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." According to counsel, this is necessary in order to demonstrate to the
U.S. Patent and Trademark Office that we are using the trademark or trade name
"Active UpLift in interstate commerce, thereby entitling us to this federal
trademark and trade name. See heading in Item 3 below titled "Description of
Property." 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 is one or two of our 15-packet
colored retail boxes.  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 15 foil packets.  In the event that we have an order that is too
large to be shipped 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.  At such time as we obtain any large retail orders in
places like California, 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 product.  In the
meantime, Pristine Co-Pack in Salt Lake City has agreed to fill our foil packets
with product, 15 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.  With regard to the large retail orders we have recently
received, these have been shipped from our warehouse located at 252 Cottage
Avenue, Sandy Utah 84070, to the distribution centers by commercial freight
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  Harmony Concepts, the company that currently mixes our
product from pharmacopoeia grade raw ingredients, was given an original order to
produce 350 kilos.  This order has been processed and, through Pristine
Co-Pack, packaged into approximately 2,300 display or colored retail boxes.
 As stated above, each display or colored retail box contains 15 individual
packets of product.  Ten (10) of these colored retail boxes have been
placed in each shipping box.  As of December 31, 2007, our year end, we had
approximately 185 shipping boxes or containers in inventory and ready to ship.
As of the date of this document, we have only approximately 85 cases of product
on hand in inventory. This is because we have provided most of our inventory we
had on-hand to the organizers of the Salt Lake City Marathon, a race scheduled
in April.  Our product will be placed in each participants product bag.
There will be an estimated 12,500 participants at this years run.  We
believe this will be good advertising and exposure for us and our product.
 The reduced inventory we are now left with should not be a problem.
 This is because product can be produced in a relatively short period of
time and is limited only by the size of the order.  Whatever the size of
our order, we are relatively confident that Harmony Concepts would be able to
accommodate our needs on a timely basis.  After the product is mixed and produced by Harmony
Concepts, it is sent in airtight containers to Pristine Co-Pack in Salt Lake
City.  Pristine then packages the powder into individual foil packets.
 This is currently done at a cost of 8 cents per foil packet.  Fifteen
(15) of these individual packets are then placed into each of our colored retail
display boxes.  These 15 packets per box  23    are placed into the shipping
containers that hold 10 of our colored retail display boxes each.  This is
how the product is currently shipped, packaged and otherwise prepared for
shipment. There is a one (1) year 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 our growth will be over the next short period of time.  Since we are currently anticipating getting larger and
larger retail orders, something of which we can make no assurance, we have since
obtained pricing from American Co-Pack in Los Angeles, a large product packaging
company.  While Pristine Packaging 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 Distributors around the country.  Until we receive
the anticipated retail orders, we plan in the meantime, to continue shipping
drums of mixed product to Pristine Co-Pack, as needed, which will hold the same
in its warehouse until we give them further instructions.   As of this date, Pristine Co-Pack has about 6,600
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 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 Pristine
or American Co-Pack as per our instructions. Lead time for this is approximately
two to three weeks.  We are NOT Dependent on One Supplier for Our
Potential Success  In addition to obtaining most of our ingredients through
our current manufacturer/packager, Harmony Concepts located in Weber County,
Utah, which, by the way has excellent manufacturer relationships and thus, the
purchasing power to get us the best possible prices, we have identified at least
three other manufacturers/packagers capable of buying, producing and mixing our
product.  We are therefore NOT reliant on one vendor for our success, there
are numerous bulk food manufacturers in the Salt Lake area  One of these
other suppliers is Pristine Packaging mentioned above.  Like Harmony
Concepts, Pristine Packaging, has been in business many years and it too has an
excellent reputation for its quality control and packaging systems.  These manufacturer/packagers sign a non-disclosure,
non-compete agreement with us and thus, we are assured that they will not
disclose our formula to anyone else.  We also feel comfortable in this
regard in that these companies success is dependent on their ability to keep
their customers formulas secret.  Our Plan over the Next 12 to 18 Months  Since the filing of our Form 10-SB registration statement
in November 2007, we have gotten our foot in the door of at least 3 large
retail food chain stores.  This somewhat changes our plan of operation over
the next 12 to 18 months because it opens the door for us to really concentrate,
explore and expand this huge retail market.  Accordingly, we now plan to
spend more time developing relationships with retail food chain stores and
probably less time and energy concentrating on Internet or drop-ship business
sales.  Our current suggested retail price of a box of 15 powder
packets is $15.95, plus approximately $4.95 for shipping and handling anywhere
in the U.S. or Canada.  To enhance or increase on-line sales volume, we
will consider offering reduced price specials on our website; however, we are
not willing to do so if it would hinder our efforts to encourage a large retail
grocery or health food stores to carry our product.  That is to say, we
have no intention of undercutting a potential retailer through website sales.  There is little doubt that our future sales of our
product will be driven by the amount of money we are able and willing to spend
on advertising and with various retail distributors.  During the next 12 to
18 months, we will actively pursue enhancing sales. As stated in the
"Description of Business" section above, our second phase Plan of Operation,
assuming that the first phase is reasonably successful, will be to (1) develop
and market additional nutritional products that we devise and formulate; (2)
distribute other nutritional drinks and products made by others on our website
through licensing/distribution arrangements; and/or (3) acquire other
properties, products or companies that offer and sell health and energy products
on-line and through national retail chain stores. These considerations are
speculative at this stage and otherwise in the distant future. For the
time-being, and because at a price of $15.95, our profit could be approximately
$7.20 to $9.00 per 15-packet retail box (depending on volume), we want to focus
our efforts on selling our own product in retail stores and on-line.  If
advertising in limited fashion on Google  24    AdWords, Yahoo! Search
Marketing, or any other website services we discover and use prove successful,
we will do what we can to increase sales by advertising in those venues more
aggressively or, we will then use the capital generated thereby to pay
advertisers and marketers to get our product carried in nationally recognized
retail grocery and health food stores.  Already we have met with retail
advertisers/marketers who have the ability, through advertising, to drive retail
customers to our product when it becomes featured in nationally recognized food
store chains.  We can make no assurance at this time that this will happen.
 Whether this does indeed occur and whether we pay these
advertisers/marketers the money they want for this service remains to be
seen.  As set forth in the discussion immediately below, we also
plan to advertise on other websites, links to other on-line retailers and
specialty websites, specialty food magazines and obviously, retail chain food
stores, now that at least 3 of the latter have become interested in carrying our
product for sale in their retail outlets.  Our Current On-Line Marketing/Advertising
Strategy  As of the date of this document, we have been averaging
about one (1) sale per week in internet sales. Sometimes orders are for multiple
boxes and sometimes an order is for only one box, but whatever the size of the
order, we have been shipping directly to the purchaser.  See also the
section below discussing The Drop Ship business.  As stated above, our basic marketing plan through the end
of this 2008 fiscal year, and assuming we dont become featured in any
additional retail stores right away, is to advertise on the Internet.  Our
specific budget and targets are set forth further below under the subheading
"Sales Goals and Objectives over the Next 12 to 18 Months."  To accomplish
our on-line marketing ideas, we have been engaged in limited advertising
campaigns on (1) Google AdWords, and (2)Yahoo! Search Marketing.  We also
intend to explore the use of others we come across that we determine are
worthwhile and productive advertising venues for us and our product.  For
example, Google AdWords describes its Internet marketing services as
follows:  Google
AdWords ads connect you with new customers at the precise moment when they're
looking for your products or services [on the Internet]. The Google Network
reaches more than 80% of Internet users.  With
Google AdWords you create your own ads, choose keywords to help us match your
ads to your audience and pay only when someone clicks on them [and thus goes to
your website].  During the end of 2007, we began running a pay-per-click
ad campaign on Google AdWords. We have since suspended this particular on line
advertising and decided to spend our advertising budget supporting the retail
grocery stores that stock our product on their shelves. When and if we
re-activate our previous Google ad, our Google ad, it will still read as
follows:  Active UpLift Want a lift? Tired of being tired? www.upliftnutrition.com  Similarly, during the end of 2007, we also began an
advertising campaign on Yahoo! Search Marketing.  As with our Google
on-line ads, we have since suspended this advertising effort as well for the
time being in order to concentrate on our retailer marketing  This on-line
advertising service is very similar to Google AdWords but it also requires a
one-time initiation fee.  It also allows one to descriptively tailor his or
her ads more towards one's individual advertising or product needs.  We
have found this service slightly more complicated or intricate than Google.
Yahoo! Search Marketing describes its Sponsored Search advertising option as
follows:  Receive the highest return on investment when
you advertise with Sponsored Search.  Advertise only to customers who are
interested in your products or services ·Pay only when
users click through to your site  25    ·Set your own
cost-per-click With Sponsored Search, you set the price
you're willing to pay for each customer who clicks on your listing. Unlike
direct mail, you won't have to pay for mailing lists, printing or postage, and
you won't pay for impressions as with banner ads and tiles. You pay only for the
interested customers who actually click through to your site.  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  We Intend to Offer and Sell Active UpLift on a
Drop Ship Basis.  Many eCommerce companies offer and sell their product
through other, even competing websites.  This is called the drop ship
business.  This has been an extremely effective Internet marketing tool.
 The way it works is that we negotiate to get another website to offer our
product for sale at the same price as we offer it on our own website.
 Usually one picks or tries to find a website with much more notoriety and
on-line traffic.  When they get an order of our product, they communicate
it to us.  We ship directly to THEIR customer at their customers address
and at the end of 30 days, and usually on a 30-day net
basis (meaning no interest), we send the distributor a bill at a reduced rate,
say $12 or $13 per colored retail box.  The distributor thus makes $2 or $3
per order for essentially doing nothing but communicating to us where to ship an
order and paying us for it (at their reduced price) later on.  We now have a drop-ship agreement with one on line
distributor who has been successful in selling our product on-line. The
arrangement is verbal and seems to be working. The distributor purchases product
from us and posts it for sale on their website. To date they have sold
approximately 30 15-pack boxes of our product. Even though we have this
agreement with one online distributor, we can make no assurance that we will be
able to locate other drop-ship distributors but we believe that there are many
out there willing to do so.  The principal hurdle will still be negotiating
a wholesale price for them to offer and sell our product on their website, a
price that not only works for them but which is also suitable for us as well.  Our Current and Continued
Efforts to Get Active UpLift Featured and Carried in National Retail Grocery
and Health Food Chain Stores.  During the last few months, we have both contacted and
been approached by several national advertisers and retail distributors who
claim to advertise and supply in the regional areas where our product would be
made available on a large retail store basis.  That is to say, 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 when needed.  We have also
approached several retailers directly, some of whom have directed us to their
local distributor.  26     As of December 31, 2007, we had delivered 130 cases of
product to the distributor outlet for Ralphs Grocery Stores in Southern
California. As of the date of this document, we have shipped and sold an
additional 112 cases, 22 to Harmons Super Markets in Utah and 90 more cases to
Albertsons in Colorado and Arizona. We have done this through each such retail
stores respective distributor.  We have also contacted and shown our
product to Whole Food market chains, a large convenience store retailer and at
least two other major retail grocery store chains, all with very positive
results to date.  Because we already feature our product 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 a large retail chain store.  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.
 Without this asset, ones product is incapable 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 seriously considering 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 include a desire 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;  (6)  through the giving of product demonstrations in
store locations and even malls; and  (7) through television commercials on the Food Channel at
such time as earnings or funding becomes available to shoot such a commercial
and pay for the cost of airing it on television.  Potential Endorsements from Nutrition
Professionals, Specialists or Celebrities  Currently on our website, we have one professional cell
and molecular biologist/research scientist who has endorsed our product, namely,
Ms. Rampton, who essentially formulated our current and modified product for us.
 We also have a professional physical therapist and chiropractor who has
endorsed our product.  See the heading on our website titled
"Testimonials." We have not as yet approached anyone else to "endorse" our
product, as we have lacked the time or other opportunity at this stage and have
instead concentrated on getting our website operational and our product perfected to sell and ship. Our current lack of
a nutritional experts endorsement of our product, assuming that we could obtain
one, has therefore been a business decision.  As time goes on, we hope to
be able to approach a well-known health food and nutrition celebrity and see
what it would take to get such a person's endorsement of our product. At
present, we lack the ability to offer any such person anything in exchange for
his or her endorsement.  At such time as we can, we hope to be able to do
so. We currently lack the money or other resources to attract the endorsement of
any celebrity and can make no assurance that we will ever be able to do so.
 While it is conceivable that we could issue such a person "restricted"
stock in us in exchange for an endorsement, we have no plans at the present time
to do so.  We would also be leery of doing so unless we could quantify, in
some fashion, the amount of sales that such an endorsement would generate or
cause to occur.  To issue someone stock, without knowing to what extent it
would increase sales and thus generate  27    income, would likely be
irresponsible on our part and we have no intention of doing so without knowing
what the direct result or effect of that corporate action would be.  Sales Goals and Objectives over the Next 12 to 18
Months  Our business plan is to focus primarily on getting our
product carried in retail grocery or health food stores.  We expect that
90% of our sales will eventually be on a retail basis.  On-line sales
through our website shall be the secondary means of marketing our product and we
only anticipate that approximately 10% of our business will be through Internet
sales, if that.  In the event that we can begin to get our product carried
in retail grocery or health food stores, we believe we may have the potential to
carry out the following sales plan:  Basis:
            Sales
of 15,000 boxes of Active Uplift at a suggested retail price of $15.95
per box,
plus shipping
and handling as applicable.  Also, sales of 5,000 boxes of our new
Apple
Cinnamon
 hot drink, also at a retail price of $15.95per box

Inventory:
     While our current inventory has been
diminished as a result of our expected sponsorship of the Salt
Lake
City Marathon race in April, we are confident that our subcontractor who
mixes our product
for
us can make sufficient product within a few days of any large order.
 As a result, what we have
on
hand and in inventory at any given time is largely irrelevant

Intention:
      It is our intention to sell 5,000
boxes of Active Uplift by September 30, 2008.  We also intend to
sell
1,000 boxes of our Apple Cinnamon hot drink by September 30, 2008

Future:
          Our longer
term goal is to sell at least 500 boxes of product per month starting in
October of this
year.
 We sold over 2,000 boxes of product from November of 2007 through
February 2008.  Management intends to strive, over this current 2008
year, to sell as many as 15,000 ,boxes of Active Uplift.  We also intend
to strive to sell 5,000 boxes of our new Apple Cinnamon hot drink. We have paid
for and currently have both display and point of sale, boxes of product in
inventory and available.  If we can sell this amount of product before year
end, we will then pour those profits into beefed-up or enhanced marketing and
advertising campaigns. Our profit on the sale of all 20,000 boxes of Active
Uplift would be nearly $290,000 in gross income, depending upon how many we
would sell on a discounted basis or otherwise give away for promotional
purposes. This figure is arrived at on the basis of a $15.95 sales price. As
stated above, in the event that sufficient funds become available, we will (1)
contact food retailers and their distributors and see if they will buy our
product at reduced rates for retail sale at their locations; (2) beef-up our
various Internet advertising campaigns; (3) see what other websites will link
our website to theirs, either free or for payment; (4) contact and see what
on-line health and nutrition websites might be willing to offer our product on
their website on a drop ship basis; (5) advertise in various food, health and
nutrition magazines; (6) attend as many health and nutrition tradeshows and
expositions as we can to create name recognition for our product and otherwise
make contacts in the industry;  (7) give product demonstrations in retail
stores and malls; and (8) consider spending the money necessary to advertise on
the Food Channel. We believe these things would cost us a substantial amount of
money but much of it is required by our new retail chain store customers.
 As a result, and if we want to continue to sell through them, we will be
obligated to undertake these tasks  Employees, Experts, Consultants and
Advisors  Currently, we have no employees. Employees will not be
necessary at this stage of our development. Our officers and directors will
perform daily duties as needed. We only intend to hire employees if and when the
need develops. In fact, there is nothing really that could occur that would
require us to hire employees. Unless processing orders becomes so time consuming
for our officers or directors or for Pristine Co-Pack, our packager, that we all
lack the time to look up the orders and communicate them to our warehouse
facility to put a shipping package together, we cannot envision what would occur
that would require such. If  28    sales start growing over the
next six months or one year and if we are selling 500 boxes of product a month
through our website and otherwise, we will no doubt be required to hire at least
one employee to take orders and assist in shipment of product. Since this has
not occurred and there is no assurance or current likelihood that it will, we
are not in a position to make further projections or estimates in this regard.  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. Right now, we have no 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. 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 recently 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."  As stated above under our Plan of Operation section, we
have retained the services of Mr. Bruce Miller, a retired grocery store
executive, on a consulting basis to head up and oversee our marketing program.
We feel that he will be a highly valuable asset to our efforts and so far, by
getting us orders from Ralphs, Albertsons and Harmons, he has done just that,  Except for Mr. Miller, we do NOT intend to use or hire
any employees or other consultants, with the possible exception of part-time
clerical assistance on an as-needed basis. 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 website as it becomes necessary,
we are not aware of any situation in which we would need an outside advisor or
consultant.  Express Obligation of Our Principal Shareholder to
Finance Us and Our Business Plan Over at least the Next Three (3) Years.  As stated elsewhere in this document, our principal
shareholder, Uplift Holdings, LLC (Uplift Holdings), intends to provide us
with sufficient funding, over at least the next three (3) years, to pursue and
carry out our business plan.  This includes whatever capital is necessary
to keep us current in all of our reporting obligations. The only caveat with
regard to this commitment is if it is determined by us and our majority
shareholder within the next three (3) years that our business plan will NOT work
and cannot succeed.  If that occurs, and we can make no prediction about
whether it will occur or not, our majority shareholder will likely elect to
cease funding us. We have NOT entered into any formal, written agreement with
Uplift Holdings that contractually binds or obligates it, in writing, to fund us
for the next three years, though we consider this commitment on its part to be a
legal obligation upon which we and our shareholders can rely. Having said this,
we will nonetheless be required to continue to evaluate our business plan. At
the expiration of three (3) years, or earlier, and assuming that our business
plan has NOT been successful, or even partially successful, management will have
to re-evaluate our overall plans, intentions and strategies and, in particular,
Uplift Holdings will then have to evaluate whether, and to what extent, it wants
to continue to fund our operations and business plan, including our various
advertising campaigns. For our fiscal year ended December 31, 2007, Uplift
Holdings advanced us $156,414.  This figure is carried on our balance sheet
contained in Part F/S below as a liability.  See our financial statements
in Item 7 below.    ITEM 7. FINANCIAL STATEMENTS.  29


UPLIFT NUTRITION, INC. [A Development Stage Company]  FINANCIAL STATEMENTS  DECEMBER 31, 2007       UPLIFT NUTRITION, INC. [A Development Stage Company]  FINANCIAL STATEMENTS    CONTENTS     PAGE  Report
of Independent Registered Public Accounting Firm F-1  Report
of Independent Registered Public Accounting Firm F-2  Balance
Sheet, December 31, 2007 F-3  Statements
of Operations, for the years ended December 31, 2007 and
2006 and for the period from March 7, 2005 (date of inception) through
December 31, 2007 F-4  Statement
of Stockholders Equity (Deficit), from March 7, 2005 (date of inception) through
December 31, 2007 F-5  Statements
of Cash Flows, for the years ended December 31, 2007 and
2006 and for the period from March 7, 2005 (date of inception) through
 December 31, 2007 F-6
- F-7   Notes
to Financial Statements F-8
- F-15


[k07002.gif] Report of Independent Registered 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. as of December 31, 2007 and the related
statements of operations, stockholders' deficit, and cash flow for the year then
ended.   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
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.  We were not engaged to
perform an audit of the Company's 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, 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 provide 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, 2007 and
the results of its operations and its cash flows for the year then ended, 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, 2007, 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/ Munden & Associates,
LLC    Bountiful, Utah March 25, 2008   F-1   992 East Bountiful Hills Dr.  Bountiful, Utah 84010 Ph(801)
750-4225  fax (801) 992-3629 Email: smunden@mundencpas.com


REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors
and Stockholders of Uplift
Nutrition, Inc.  I have audited the
accompanying statements of operations, stockholders equity, and cash flows of
Uplift Nutrition, Inc. (a development stage company) for the year ended December
31, 2006 and for the period from inception on March 7, 2005 through December 31,
2006.  These financial statements are the responsibility of the companys
management.  My responsibility is to express an opinion on these financial
statements based on my audits.  I conducted my audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States).  Those standards require that I plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement.  The company was not required to have, nor was I
engaged to perform, an audit of its internal control over financial reporting.
 My 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, I express no such opinion.  An audit also 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.  I believe that my audits provide a
reasonable basis for my opinion.  In my opinion, the
financial statements referred to above present fairly, in all material respects,
the results of operations and cash flows of Uplift Nutrition, Inc. for the year
ended December 31, 2006 and for the period from inception on March 7, 2005
through December 31, 2006 in conformity with accounting principles generally
accepted in the United States of America.  /s/Michael J. Larsen,
PC Michael J. Larsen, PC  Salt Lake City, Utah October 15, 2007     F-2-     UPLIFT NUTRITION, INC. [A Development Stage Company]  BALANCE SHEET  December 31,ASSETS

2007Current
AssetsCash

$
              9,642Accounts
Receivable, net

10,195Inventories

25,925Total
Current Assets

45,762Website
Development Costs, Net

710Indefinite-Life
Intangible Assets

2,401Total
Assets

$
            48,873LIABILITIES AND STOCKHOLDERS DEFICITCurrent
LiabilitiesAccounts
Payable

$
            12,613Accrued
Interest Payable - Related Party

8,249Deferred
Revenue

10,195Stockholder
Advances

156,569Total
Current Liabilities

188,626Commitments
and Contingencies

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

24,217Capital
in Excess of Par Value

317,104Deficit
Accumulated During Development Stage

(481,074)Total
Stockholders' Deficit

(139,753)Total
Liabilities and Stockholders' Deficit

$
            48,873    The accompanying notes are an integral part of these financial
statements.  F-3-      UPLIFT NUTRITION,
INC. [A Development Stage Company]  STATEMENTS OF OPERATIONS  For the Years Ended

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

December 31,2007

2006

2007Net
Sales

$
            1,684

$      1,783

$       3,467Cost
of Goods Sold

6,403

1,273

7,676Gross
Profit (Loss)

(4,719)

510

(4,209)Operating
ExpensesMarketing

17,972

10,587

40,880Consulting

20,000

63,000

83,000Other
General and Administrative

76,435

37,477

127,450Salaries
and Wages

-

215,250

215,250Total
Operating Expenses

114,407

326,314

466,580Loss
From Operations

(119,126)

(325,804)

(470,789)Other
ExpenseLoss
on disposal of assets

-

(1,764)

(1,764)Interest
Expense- Related Party

(7,184)

(1,337)

(8,521)Total
Other Expense

(7,184)

(3,101)

(10,285)Loss
Before Income Taxes

(126,310)

(328,905)

(481,074)Provision
for Income Taxes

-

-

-Net
Loss

$     ( 126,310)

$     (328,905)

$       (481,074)Loss
per common stock outstanding computed on net loss, basic and fully diluted

$
          (0.00)

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

24,172,560

21,915,663   The accompanying notes are an integral part of these financial
statements.  F-4-      UPLIFT NUTRITION, INC. [A Development Stage Company]  STATEMENT
OF STOCKHOLDERS EQUITY (DEFICIT)  For
the period from inception on March 7, 2005 through December 31, 2007  Common Stock

Capital in Excess of Par

Deficit Accumulated During Development

Total StockholdersShares

Amount

Value

Stage

Equity (Deficit)Inception,
March 7, 2005
-

$
             -

$
           -

$
               -

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

20,000

(19,000)

-

1,000Capital
Contributions, July through November 2005
-

-

31,930

-

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

-

-

(25,859)

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

20,000

12,930

(25,859)

7,071Capital
Contributions, January through May 2005
-

-

10,511

-

10,511Common
Stock Issued in a Stock offering transaction, June 2006
2,841,944

2,842

(3,212)

-

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

1,325

276,925

-

278,250Net
loss for the year ended December 31, 2006
-

-

-

(328,905)

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

24,167

297,154

(354,764)

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

50

19,950

-

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

-

-

(126,310)

(126,310)Balance
at December 30, 2007
24,216,944

$     24,217

$      317,104

$  (481,074)

$    (139,753)  The accompanying notes are an integral part of these financial
statements.  F-5-     UPLIFT NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF CASH FLOWS  Periodfrom March 7,For the

2005 (date of inception)Years Ended

ThroughDecember 31,

December 31,2007

2006

2007Cash
Flows from Operating ActivitiesNet
Loss
$     (126,310)

$   (328,905)

$       (481,074)Adjustments
to reconcile net lossto
net cash used by operating activitiesDepreciation
and amortization
1,065

1,488

3,261Stock
issued for services
20,000

278,250

298,250Loss
on disposal of website
-

1,764

1,764Changes
in assets and liabilities:Increase
 in inventory
(12,653)

(9,440)

(25,925)Increase
(decrease) in accounts payable
9,712

(6,674)

12,243Increase
accrued interest - related party
6,912

1,337

8,249Total
Adjustments
25,036

266,725

297,842Net
Cash Used In Operating Activities
(101,274)

(62,180)

(183,232)Cash
Flows from Investing ActivitiesPayments
for website development
-

-

(5,735)Payments
for indefinite-life intangible assets
(1,651)

(750)

(2,401)Net
Cash Used in Investing Activities
(1,651)

(750)

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

-

1,000Shareholder
Contributions
-

10,511

42,441Net
Advances from shareholders
108,369

49,200

157,569Net
Cash Provided by Financing Activities
108,369

59,711

201,010Net
Increase (Decrease) in Cash
5,444

(3,219)

9,642Cash
at Beginning of Period
4,198

7,417

-Cash
at End of Period
$          9,642

$         4,198

$
             9,642   The accompanying notes are an integral part of these financial
statements.  F-6-     UPLIFT NUTRITION, INC. [A Development Stage Company]  STATEMENTS OF CASH FLOWS [Continued]  Supplemental
Disclosures of Cash Flow Information




PeriodFrom March 7, 2005For the
Years Ended

(date of inception)ThroughDecember 31,

December 31,

December 31,2007

2006

2007Cash
paid during the period forInterest
$
         6,345

$
           -

$
                 6,345Income
Taxes
$
             -

$
           -

$
                     -  Supplemental
Disclosures of Non-Cash Investing and Financing Activities  In November 2007, the  company issued 50,000 common shares
for services valued at $20,000.  During 2006,  the company issued 2,841,944 common shares in a
stock offering transaction for accounts payable of $370.    The accompanying notes are an integral part of these financial
statements.  F-7-


Note
1  Summary of Significant Accounting Policies  Business and Basis of Presentation Uplift Nutrition, Inc. (the Company), a Nevada corporation and
is engaged in the business of manufacturing and distributing a nutritional
supplement drink mix. The Companys operations are based in Salt Lake City,
Utah. The Company has not generated significant revenue from planned principal
operations and is considered a development stage company as defined in SFAS No.
7. The Company has, at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.  On June 2, 2006, the Company completed an acquisition with Nu
Mineral Health, LLC (NMH), a Wyoming limited liability company organized on
March 7, 2005 and engaged in the nutritional supplement and nutrition business.
The acquisition was affected by the Company issuing 20,000,000 common stock
shares to acquire all of the membership interests, accompanying assets and
intellectual property of NMH, The merger was accounted for as a recapitalization
of NMH. The accompanying financial statements reflect the operation of NMH, for
all periods presented and the equity has been restated to reflect the 20,000,000
common stock shares issued in the recapitalization as though the common stock
shares had been issued at the inception of NMH. The results of operations from
June 2, 2006 of Uplift Nutrition, Inc. have been included in the accompanying
financial statements.  Companys Equity Ownership During 2006, Uplift Holdings, LLC acquired 18,000,000 common
shares of the Company from the former members of NMH making Uplift Holdings, LLC
a 74% owner of the Company.  Cash and Cash Equivalents The Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.  Inventory Inventory is carried at the lower of cost or market, as determined
on the first-in, first-out method.  Website Costs The Company has adopted the provisions of EITF 00-2, "Accounting
for Web Site Development Costs."  Costs incurred in the planning stage of a
website are expensed while costs incurred in the development stage are
capitalized and amortized over the estimated three-year life of the asset.  Intangible Assets Intangible assets consist of indefinite-life intangible assets
which include trademarks.  The Company accounts for indefinite-life
intangible assets in accordance with SFAS No. 142, Goodwill and Other
Intangible Assets and accordingly tests these assets at least annually for
impairment.    F-8





Note 1  Summary of significant Accounting Policies
[Continued]  Revenue Recognition The Company recognizes revenue when rights and risk of ownership
have passed to the customer, when there is persuasive evidence of an
arrangement, product has been shipped or delivered  to the customer, the
right of return has expired, the price and terms are finalized, and collection
of resulting receivable is reasonably assured.  Products are shipped FOB
shipping point at which time title passes to the customer.  Advertising Cost Cost incurred in connection with advertising of the Companys
products are expensed as incurred.  Such costs amounted to $17,972 and
$3,821 for the years ended December 31, 2007 and 2006, 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, 2007 and 2006 were
$1,047 and $2,545, 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 SFAS No. 109, Accounting for Income Taxes.  This
statement requires an asset and liability approach for accounting for income
taxes.  Loss Per Share The Company calculates loss per share in accordance with SFAS No.
128, Earnings Per Share.  Basic earnings/loss per common share are based
on the weighted average number of common shares outstanding during each period.
 Diluted earnings per common share are based on weighted average number of
common shares outstanding during the period plus potentially dilutive common
shares from common stock equivalents. The Company has no common stock
equivalents for all periods presented.  Fair Value of Financial Instruments The fair value of shareholder loans are determined by reference to
market data and by other valuation techniques as appropriate. Unless otherwise
disclosed, the fair value of financial instruments approximates their recorded
values due to their short-term maturities.  Accounting Estimates The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimated.    F-9





Note 2  Going Concern  The Company has incurred losses since its inception. The Company
has negative working capital and negative cash flows from operating activities.
 The Company has generated only minimal revenues and just recently
commenced operations.   These factors create substantial doubt about
the Companys ability to continue as a going concern.   The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  The Companys continuation as a going concern is dependent upon
its ability to obtain additional equity or debt financing, to locate and utilize
effective marketing and/or distribution methods, increase sales for its product
and ultimately to attain profitable operations.  Note 3  Related Party Transactions  An officer/director has advanced a total of $7,500 net of
repayments to the Company at December 31, 2007. The advances accrue interest at
an annual rate of 8% and are payable on demand and are unsecured. During the
years ended December 31, 2007 and 2006, the Company recorded interest expense of
$55 and $0, respectively.  Uplift Holdings, LLC., a majority shareholder has advanced a total
of $156,414 to the Company at December 31, 2007. The advances accrue interest at
an annual rate of 8% and are payable on demand and are unsecured. During the
years ended December 31, 2007 and 2006, the Company recorded interest expense of
$6,911 and $1,337, respectively and made interest payments of $6,345 and $0,
respectively.  During August 2007, the Company donated $1,069 to a charity in
which an officer / director of the Company is on the governing board of the
charity.   Note 4  Inventory  Inventory consists of the following at December 31, 2007  Raw materials and supplies
$
                    9,851Finished goods
16,074Total inventory
$
                  25,925  Note 5  Website Development Costs Website development costs consisted of the following at December
31, 2007  Useful LifeWebsite
development costs
3 years
$
                  3,195Less
accumulated amortization

(2,485)Net website development costs

$
                     710  Depreciation expense amounted to $1,065 and $1,488 for the years
ended December 31, 2007 and 2006, respectively.  During 2006, the Company
disposed of a website with a $2,540 cost and $776 in accumulated depreciation
and recorded a $1,764 loss on disposal.  Note 6  Intangible Assets Indefinite-life intangible assets consist of Trademark application
costs totaling $2,401 relating to nutritional supplements sold under the Active Uplift label.  Note 7  Income Taxes  The Company accounts for income taxes in accordance with SFAS No.
109, which requires the Company to provide a net deferred tax asset or liability
equal to the expected future tax benefit or expense of temporary reporting
differences between book and tax accounting and any available operating loss or
tax credit carryforwards.  At December 31, 2007 and 2006, respectively, the
total of all deferred tax assets were $80,493 and $54,068 and the total of the
deferred tax liabilities were $456 and $144.  The   F-10





amount of and ultimate realization of the benefits from the
deferred tax assets for income tax purposes is dependent, in part, upon the tax
laws in effect, the Companys future earnings, and other future events, the
effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the deferred tax assets and significant changes in the
ownership of the Company, the Company has established a valuation allowance of
$79,261 and $53,924, respectively, as of December 31, 2007 and 2006.  The
change in the valuation allowance was $26,113 and $53,924 for the years ended
December 31, 2007 and 2006, respectively.  The components of income tax expense (benefit) from continuing
operations for the years ended December 31, 2007 and 2006 consist of the
following:  2007

2006Current income tax expense (benefit)
$
           -

$
           -Federal
-

-State
-

-Current tax expense
(benefit)
$
           -

$
           -Deferred tax expense (benefit) arising from:Net operating loss
$(25,540)

$
    (247)Stock compensation
-

(53,563)Other assets
(885)

(258)Tax Book Difference in Intangible
assets
312

144Less valuation allowance
26,113

53,924Deferred tax expense
(benefit)
$
           -

$
           -  Deferred income tax expense/(benefit) results primarily from
temporary timing differences between tax and financial statement income.  The Company has available at December 31, 2007 net operating loss
carryforwards of approximately $133,960 which may be applied against future
taxable income and which expire in 2027.   F-11





Note 7  Income Taxes (Continued)  The temporary differences, tax credits and carryforwards gave rise
to the following deferred tax asset at December 31,  2007

2006Stock Compensation
$
      53,563

$
       53,563Other assets
25,787

505Tax Book Difference in Intangible assets
(456)

(144)Less valuation allowance
(80,036)

(53,924)Net deferred
tax assets
$
               -

$
                -  A reconciliation of income tax expense at the statutory rates to
income tax expense at the companys effective rate is as follows for the years
ended December 31,  2007

2006Computed tax at the expected statutory rate (15%)
$
    (18,946)

$
    (49,336)State income taxes, net of federal benefit (4.25%)
(5,368)

(13,978)Non-deductible expenses
198

9,390Other
(1,997)

-Valuation Allowance
26,113

53,924Income tax expense
$
              -

$
                -    F-12





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,  2007

2006Net loss
$   (104,833)

$   (328,905)Weighted average number of common shares
outstanding used in basic and diluted loss per share
24,172,560

21,915,663  For the year ended December 31, 2007 and 2006, the Company had no
potentially dilutive common stock equivalents issued.   F-13





Note
9  Stockholders Equity  As of December 31, 2007, the Company had 24,216,944 is 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.  Common Stock Issuances  During 2007, the Company issued 50,000
for services valued at $20,000 or $0.40 per share.  During 2006, the Company issued 1,325,000 for services valued at
$278,250 or $0.21 per share, of which 1,025,000 shares were issued to
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  Recently Enacted Accounting Standards During 2007, the FASB amended SFAS No. 141, Accounting for
Business Combinations, which requires the acquiring entity in a business
combination to recognize all (and only) the assets acquired and liabilities
assumed in the transactions.  Management does not believe SFAS No. 141(R)
will  have a material effect on any future business acquisitions. In
February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial
Assets and Financial Liabilities, which permits entities to choose to measure
many financial instruments and certain other items at fair value. The unrealized
gains and losses on items for which the fair value option has been elected
should be reported in earnings.  The decision to elect the fair value
option is determined on an instrument-by-instrument basis, should be applied to
an entire instrument and is irrevocable.  Assets and liabilities
measured at fair values pursuant to the fair value option should be reported
separately in the balance sheet from those instruments measured using other
measurement attributes.  SFAS No. 159 is effective as of the
beginning of the Companys 2008 fiscal year. The adoption of SFAS No. 159 is not
expected to have a material effect on its financial position, results of
operations or cash flows.     F-14





Note 11  Recently Enacted Accounting Standards
(Continued)  During 2007, the FASB issued SFAS No. 160, Non-Controlling
Interest in Consolidated Financial Statements, which requires entities to
report non-controlling minority interests in subsidiaries in the same way, and
eliminates diversity in accounting for transactions between an entity and
non-controlling interests  Management is evaluating the impact SFAS No.
160 will have on future financial statements.  Note 12 
Subsequent Events  During 2008, a stockholder advanced an additional $15,000. The
advances accrue interest at an annual rate of 8%, are unsecured and are payable
on demand.  During 2008, the Company made payments totaling $1,000 against
stockholder advances.     F-15





ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.   On March 18, 2008, we dismissed our former auditor,
Michael J. Larsen, PC, and replaced Michael J. Larsen, PC, with Mundsen &
Associates, LLC, of Bountiful, Utah.  On March 20, 2008, we filed Form 8-K
on Edgar reporting this event and attaching a letter from Mr. Larsen of Michael
J. Larsen, PC.  On March 24, 2008, we received a comment letter from the
Commission relative to this Form 8-K filing.  We will soon be responding to
that comment letter and filing an amended Form 8-K.    ITEM 8A.  CONTROLS AND PROCEDURES.  Managements Annual Report on
Internal Control Over Financial Reporting.  Our management is responsible for establishing and
maintaining adequate internal control over financial reporting.  Our
internal control system was designed to provide reasonable assurance to our
management and Board of Directors regarding the preparation and fair
presentation of financial statements.  All internal controls over financial reporting, no matter
how well designed, have inherent limitations, including the possibility of human
error and the circumvention or overriding of controls.  Therefore, even
effective internal control over financial reporting can provide only reasonable,
and not absolute, assurance with respect to financial statement preparation and
presentation.  Further, because of changes in conditions, the effectiveness
of internal controls over financial reporting may vary over time. Because of its
inherent limitations, internal control over financial reporting may also fail to
prevent or detect misstatements.  Therefore, even those systems determined
to be effective can often provide only reasonable assurance of achieving their
control objectives.  We have no in-house accounting personnel and must pay
outside accountants to prepare financial records.  We also do not have an
independent board or an audit committee.  We do not have paid personnel who
work in inventory.  Accordingly, due to our current size and our lack of
paid personnel at the present time, there is risk that we may not be able to
create and maintain an effective control environment.  Having said this,
and given that we are a start-up business and have only commenced significant
sales of our product since the end of December 2007, or for some-three months,
our management, including our chief executive officer and chief financial
officer, nonetheless assessed the effectiveness of our internal control over
financial reporting as of December 31, 2007.  In making its assessment of
internal control over financial reporting, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal ControlIntegrated Framework.  Based on this
evaluation and given our current limitations as a start-up company and the
other, general or inherent limitations identified above, our management
concluded that, as of December 31, 2007, we determined that, at the present
time, our internal control over financial reporting was not effective based on
those criteria.  This annual report does not include an attestation report
of the Companys independent registered public accounting firm regarding
internal control over financial reporting.  Managements report was not
subject to attestation 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.  Changes in Internal Control Over Financial
Reporting.  Due to our current size and our being in the development
or start-up stage with a current lack of paid personnel, there is an obvious
lack of segregation of duties, which would be considered a material weakness.
 Having said this, we are nonetheless committed to continuously improving
our internal control over financial reporting, in order that we fully satisfy
the requirements of Section 404 of the Sarbanes-Oxley Act.  If we are unable to conclude that our internal control
over financial reporting is effective at such time as we are required to attest
to them, our ability to obtain financing, etc., on favorable terms, if needed in
the future, could be materially and adversely affected, which, in turn, could
materially and adversely affect our business, our financial condition and the
market value of our securities.     ITEM 8B.  OTHER INFORMATION.  None; not applicable.     31





PART III      ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.   Executive Officers and Directors.  Our current directors, officers and control persons are
as follows:  Name

Age

PositionGary C. Lewis

59

President, Chief Executive
Officer, Director (Chairman of the Board), Chief Financial
OfficerMary E. Ross

46

Vice President and
DirectorJessica Stone Rampton

37

Secretary/Treasurer, Chief
Science Officer and DirectorEdward H. Hall, Sr.

59

Indirect majority
stockholder  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 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.  MARY E. ROSS, Director and Secretary/Treasurer.
 Since 1976, Ms. Ross has been employed full time by Equitable Life &
Casualty Insurance Company (Equitable) in Salt Lake City, Utah.  Ms. Ross
is currently the senior editor of Equitables monthly news magazine and also its
director of Community Public Relations.  Ms. Ross also owns Lighten Up
Enterprises, LLC, a private company through which she markets and publishes low
fat gourmet cookbooks.  She is a health nutrition and fitness consultant
and speaks on those topics frequently.  In 1990, Ms. Ross earned a Bachelor
of Arts Degree in Marketing and Communications from Westminster College, Salt
Lake City, Utah.  Ms. Ross is the author of two books, Lighten Up: The
Art of Low Fat Gourmet Cooking and Lighten Up: The Art of Low Fat Gourmet
Cooking II .  Ms. Ross, in addition to being an author, is a television
cooking host known as "The Low Fat Gourmet Chef," on KSL Television, an NBC
affiliate station.  She currently appears on Channel 5's Studio 5 on a
requested basis and previously had a weekly cooking segment on Channel 5s Noon
News Program for 9 years.  Ms. Ross has also acted as a health/nutrition
consultant, fitness speaker, and cooking instructor at local community colleges
and centers in the Salt Lake area since 1992.  She has been a teacher for
15 years.  Ms. Ross served as a director and officer of 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 her involvement with Lighten Up
Enterprises, not to mention low fat cooking, Ms. Ross brings significant
knowledge, experience and background related to the health food and nutrition
industry to the Company.   32





EDWARD H. HALL, SR., is 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 business plan and plan of
operation for at least the next three (3) years, provided that during that
period our business plan has every potential or prospect for success.  This
agreement is not in writing but we consider it to be a legal commitment on Mr.
Halls part, as does he, a commitment upon which our shareholders can rely.
 The agreement to provide financing as needed by us is not in writing
because we believe we would then have to provide Uplift Holdings with more
shares in the future.  For the time being, we and Mr. Hall believe that
Uplift Holdings owns and holds enough of our shares.  Mr. Hall has never
been an officer of or served on the board of directors of any reporting public
company.  In addition to shares of our Company that Mr. Hall owns
indirectly through Uplift Holdings, Mr. Hall also owns or controls 80,000
additional common shares that were acquired or obtained through open market
purchases.  Because of Mr. Halls control of Uplift Holdings, we consider
these shares control shares.  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 and Ms. Rosss efforts will concentrate on product development.
 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 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  Since the current Board of Directors became new board
members of the Company on April 5, 2006, the new Board has met and also
conversed on the phone and in person on several occasions. These members of the
Board of Directors attended or were present at all meetings held; all were well
aware of and consented in writing to the formation of our then-Nevada subsidiary
during April 2006; all were aware of and consented, in writing, to the May 2006,
Plan and Agreement of Merger by and between Comanche Oil & Gas Corporation,
a Utah corporation, and Uplift Nutrition, Inc., a Nevada corporation, its
subsidiary and the survivor in the change of domicile transaction; all were well
aware of and consented in writing to the execution, by us, of the June 2, 2006,
acquisition agreement with the Ramptons; and, most importantly, all approved of,
consented to and signed the requisite corporate documents necessary to carry out
these corporate actions.  Actions taken by the Board since April 5, 2006,
have generally been implemented by written consent. After the April 5, 2006,
board meeting, the new directors appointed and elected themselves as officers of
the Company as elsewhere disclosed herein. The current Board of Directors has
established no committees at present.  During the 2007 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 minutes and some have simply been advisory in
nature.  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 from the sale of Active UpLift. 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  33





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-KSB, 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,
the Company has set up a procedure whereby periodically it will (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 10. EXECUTIVE COMPENSATION.  In October 2006, 1,025,000 restricted shares were
issued to two of our officers and directors at a value of $0.21 per share.
 An appropriate charge for this stock issuance was taken on our 2006
financial statements.  SUMMARY COMPENSATION TABLE  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)Gary C. Lewis President, CEO, CFO and
Director
12/31/2007
12/31/2006
12/31/2005
0
0
0
0
0
0
0
210,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
210,000
0Mary Ross, Vice Pres. and Director
12/31/2007
12/31/2006
12/31/2005
0
0
0
0
0
0
0
5,250
0
0
0
0
0
0
0
0
0
0
0
0
0
0
5,250
0Jessica Stone Rampton, Sec/Treas. CSO,
director
12/31/2007
12/31/2006
12/31/2005
0
0
0
0
0
0
0
0
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.  We do
have a non-compete and non-disclosure agreement with our director and officer,
Jessica Stone Rampton, in part because she was involved in the creation of the
company and assets that we purchased in June 2006.  See Exhibit 10.1 to our
Form 10-SB registration statement.  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  34





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.  Other Key Advisors and Consultants  Uplift has 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.  In October of 2007, we retained, on a consulting basis,
the services of Bruce Miller, a retired executive with Smiths Foods, to head up
or oversee our marketing campaign. Since then, Mr. Miller has been the one
responsible for placing our principal product, Active UpLift, in over 200
stores throughout the west. We feel that this is a remarkable accomplishment in
such a short period of time.  As a result, we also feel that Mr. Miller has
become a very valuable asset in the overall plan to take us into profitability.
Due to Mr. Millers significant marketing efforts and results, in November 2007,
we issued Mr. Miller 50,000 shares of restricted stock, stock that our Board
of Directors valued at $0.40 per share.  We have thus taken a charge in
this amount on our financial statements for the year ended December 31,
2007.  Remuneration of Members of the Board 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.   35





Absence of Key Man Life Insurance  Uplift does 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.    ITEM 11. 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 24,216,944 shares issued and outstanding.   Name of Beneficial Owner

Number of Shares of Common Stock
Beneficially* Owned

Percent of Ownership of Common
Stock OutstandingGary C. Lewis (1)
4423 South 1800 West
Roy, Utah 84067

1,000,000
(2)

4%Mary E. Ross (3)
2029 East Bengal Hills Cove
Salt Lake City, Utah
84121

25,000

0.1%Jessica Stone Rampton (4)
2403 West 1700 South
Syracuse, Utah 84075

1,965,000
(5)

8%Uplift Holdings, LLC (6)
252 West Cottage Avenue
Sandy, Utah 84070

18,080,000

74.65%Directors, officer and 5% or
more holders as a group (4 persons only)

21,070,000

87%  ------------------------------- *       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, Chairman of the Board, 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) This figure
represents 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.  (3) MARY ROSS,
Vice President and a Director, has been an officer and director of us since
April 5, 2006.  For more information about Ms. Ross and her background,
reference is made to Item 9 above.  Mary Rosss shares are held in her own
name.  36





(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.  (5) This figure
represents 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, these
1,965,000 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) 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., 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.  Mr. Hall also owns
or controls, but not through Uplift Holdings, an additional 80,000 shares that
he obtained or acquired in 2007 through open market purchases.
 Accordingly, the figure above of 18,080,000 shares includes the 80,000
shares that Mr. Hall acquired in open market purchases and reported to the
Commission on his initial Form 3.  Since Mr. Hall is indirectly a control
person of us, these additional 80,000 shares are considered control shares
and, as we believe is required of us, we have aggregated them, for illustration
purposes, in the chart above with Uplift Holdings 18,000,000 shares.  None of the foregoing persons hold
any shares of the Company pursuant to any voting trust or similar agreement.  There are no arrangements with anyone
which may result in a change of control of the Company.    ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.  Except for the acquisition of Nu Mineral Health and its
assets pursuant to the June 2, 2006, acquisition agreement with the Ramptons
("Acquisition Agreement") (see Ex. 10.1 to our Form 10-SB), an agreement in
which one of our current officers and directors, namely, Ms. Rampton, was an
interested party, and with the additional exception of the 1,025,000
restricted shares we issued in 2006 to Mr. Lewis and Ms. Ross for past and
future services rendered (see ITEM 10 above titled EXECUTIVE COMPENSATION) and
the advances from Uplift Holdings and an officer, there have been no other
transactions between us and any director or officer or any member of any such
persons immediate family.  Nor have we had any transactions with our
majority shareholder, Uplift Holdings, LLC.  That is to say, the
Acquisition Agreement with the Ramptons is the ONLY transaction involving us
that has NOT been "at arm's length." The terms of the Acquisition Agreement were
deemed fair and reasonable in the judgment of our three-person Board of
Directors on the basis of the Ramptons actual cost basis in the properties and
rights conveyed and assigned under the Acquisition Agreement, a right and power
that Boards of Directors have under Nevada law. The Board of Directors also
believed on June 2, 2006, that the Acquisition Agreement terms given to and
negotiated with the Ramptons were just as fair as they would have been to any
interested but unrelated third party. This decision is again within the
discretion of a corporate board under Nevada law.  As disclosed elsewhere above, our majority stockholder,
Uplift Holdings, LLC (Uplift Holdings) has agreed to fund us as necessary to
implement and carry out our Plan of Operation above. While we accrue interest on
these 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
himself 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 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.  37





We are not aware of any additional disclosures that we
must make in conformity with Item 404 of Regulation S-B.    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.  The following Exhibits are filed as a part of this Annual
Report on Form 10-KSB :   Exhibit Number
Description31
Sarbanes-Oxley Section 302
Certifications32
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-KSB:  3.1
 Articles of Incorporation, which were filed as an exhibit to our November
2, 2007, Form 10-SB registration statement  3.2
Bylaws, which were filed as an exhibit to our November 2, 2007, Form 10-SB
registration statement  In early December 2007, we issued a press release
announced landing a sales agreement with a California grocery store chain, a
significant accomplishment or achievement considering that we have been a start
up business and have had no significant or meaningful sales before that event
occurred.  This press release was followed up with a Form 8-K that attached
such press release as an exhibit.  On March 20, 2008, we filed a Form 8-K announcing that we
had changed auditors and that we replaced Michael J. Larsen, PC, with Munden
& Associates, LLC, of Bountiful, Utah.  This change in auditors was not
the result of any disagreement with Michael J. Larsen, PC.  On March 21, 2008, we issued a second press release
announcing our obtaining of an OTC Bulletin Board symbol, UPNT.OB, our having
established retail relationships with Ralphs, Albertsons and Harmons grocery
store chains, and our plans to sponsor the Salt Lake City Marathon race in April
of this year.  This press release was followed up with a second Form 8-K
attaching such press release as an exhibit.  Reference is made to our Form 8-Ks filed on Edgar.     ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  Audit and Non-Audit Fees  Aggregate fees for professional services rendered us by
our principal accountants for the years ended December 31, 2007 and 2006 are set
forth below. Year 2007

Year 2006AUDIT FEES
$
15,000

$
11,024AUDIT-RELATED FEES

-


-TAX FEES

-


-ALL OTHER FEES

-


-TOTAL
$
15,000

$
11,024  Audit fees for our 2007 fiscal year ended December 31,
2007 and our 2006 fiscal year ended December 31, 2006 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-QSB,
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,
2007 and 2006 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, 2007 and 2006
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, 2007 and 2006.  38





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.     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-KSB for
its fiscal year ended December 31, 2007, to be signed on its behalf by the
undersigned, thereunto duly authorized.  UPLIFT NUTRITION, INC., Issuer   Date:
March 31, 2008

By:
/s/Gary C.
LewisGary C. LewisPresident, Chief Executive
Officer and CFO (Principal Accounting and Financial Officer               39