UPLIFT NUTRITION, INC.

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

801-721-4410

(Registrant’s telephone number, including area code)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ]      Accelerated filer [  ]       Non-accelerated filer [  ]    Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes [  ] No [X ]

1

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

The number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

FORWARD LOOKING STATEMENTS

Certain statements contained in this Report filed by Uplift Nutrition, Inc. ("Uplift," "Company," "us," or "we") constitute statements identified by words such as "will," "may," "expect," "believe," "anticipate," "intend," "could," "should," "estimate," "plan," and similar words or expressions, relate to or involve the current views of management with respect to future expectations, objectives and events and are subject to substantial risks, uncertainties and other factors beyond our control, all of which may cause actual results to be materially different from any such forward-looking statements. Such risks and uncertainties include those set forth in this document and others made by us in the future. Any forward- looking statements in this document and any subsequent document must be evaluated in light of these and other important risk factors. We do not intend to update any forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

UPLIFT NUTRITION, INC.

[A Development Stage Company]

FINANCIAL STATEMENTS

(UNAUDITED)

September 30, 2009

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

FINANCIAL STATEMENTS

(UNAUDITED)

CONTENTS

PAGE

Balance Sheet, September 30, 2009 (unaudited) and December 31, 2008

4

Unaudited Statements of Operations, for the three and nine months

ended September 30, 2009 and 2008 and for the period from

March 7, 2005 (date of inception) through September 30, 2009

5

Unaudited Statement of Stockholders’ Equity (Deficit)

6

Unaudited Statements of Cash Flows, for the nine months ended  

September 30, 2009 and 2008 and for the period of inception

(March 7, 2005) through September 30, 2009 (date of inception)

through September 30, 2009

7

Notes to Unaudited Financial Statements

     8 - 15

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

BALANCE SHEET

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

4

UPLIFT NUTRITION, INC.

[A Development Stage Company]

STATEMENTS OF OPERATIONS

(UNAUDITED)

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

5

UPLIFT NUTRITION, INC.

[A Development Stage Company]

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

For the period of inception (March 7, 2005) through September 30, 2009

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

6

UPLIFT NUTRITION, INC.

[A Development Stage Company]

STATEMENTS OF CASH FLOWS

(UNAUDITED)

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

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles of the United States of America for interim financial information.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles of the United States of America for complete financial statements.  In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.  It is suggested that these financial statements be read in conjunction with the December 31, 2008 audited financial statements and notes thereto for Uplift Nutrition, Inc.  The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full year.

Business

Uplift Nutrition, Inc. (“the Company”), a Nevada corporation is engaged in the business of manufacturing and distributing a nutritional supplement drink mix. The Company’s operations are based in Salt Lake City, Utah. The Company has not generated significant revenue from planned principal operations and is considered a development stage company as defined in SFAS No. 7. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

On June 2, 2006, the Company completed an acquisition with Nu Mineral Health, LLC (“NMH”), a Wyoming limited liability company organized on March 7, 2005 and engaged in the nutritional supplement and nutrition business. The acquisition was affected by the Company issuing 20,000,000 common stock shares to acquire all of the membership interests, accompanying assets and intellectual property of NMH, The merger was accounted for as a recapitalization of NMH. The accompanying financial statements reflect the operation of NMH, for all periods presented and the equity has been restated to reflect the 20,000,000 common stock shares issued in the recapitalization as though the common stock shares had been issued at the inception of NMH. The results of operations from June 2, 2006 of Uplift Nutrition, Inc. have been included in the accompanying financial statements.

Company’s Equity Ownership

During 2006, Uplift Holdings, LLC acquired 18,000,000 common shares of the Company from the former members of NMH making Uplift Holdings, LLC a 74% owner of the Company.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.  

Receivables

Accounts receivable consist of trade receivables arising in the normal course of business.  The Company establishes an allowance for doubtful accounts that reflects the Company’s best estimate of probable losses inherent in the accounts receivable balances.  The Company determines the allowance based on known troubled accounts, historical experience, and other currently available information.  The balance of accounts receivable at December 31, 2008 was $12,480.  During the Company’s third quarter of 2008 the Company incurred $12,480 of expenses that by contract were recoverable from a third party.  The Company recorded this recoverable amount as non-trade receivables. During the fourth quarter the Company determined that the receivable would be difficult and expensive to recover from the third party.  As a result, the Company has established an allowance for doubtful accounts totaling $12,480 against those receivables.  

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 – Summary of significant Accounting Policies [Continued]

Inventory

The Company records Inventory at the lower of cost or market, as determined on the first-in, first-out method.

Website Costs

The Company has adopted the provisions of EITF 00-2, "Accounting for Web Site Development Costs."  Costs incurred in the planning stage of a website are expensed while costs incurred in the development stage are capitalized and amortized over the estimated three-year life of the asset.

Intangible Assets

Intangible assets consist of trademarks that are indefinite-life intangible assets and definite life patent costs.  The Company accounts for indefinite-life intangible assets in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” and accordingly tests these assets at least annually for impairment. As of September 30, 2009 and December 31, 2008 there was no impairment.  Definite life assets are amortized over the life of the asset.

Revenue Recognition

The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the right of return has expired, the price and terms are finalized, and collection of resulting receivable is reasonably assured.  Products are shipped FOB shipping point at which time title passes to the customer.  At September 30, 2009 and December 31, 2008 the Company has recorded deferred revenue of $15,325 and $22,674 respectively.  Deferred revenue represents the gross sales of product shipments with an unrestricted right of return for which the Company has no historical returns experience and therefore is unable to reasonably estimate returns.  

The Company accounts for product coupon incentives the later of 1) the date at which the related revenue is recognized or 2) the date at which the sales incentive is offered.   

Advertising Cost

Costs incurred in connection with advertising of the Company’s products are expensed as incurred. Such costs amounted to $51,557 and $25,892  for the three months and $106,581 and $58,362  nine months ended September 30, 2009 and 2008, respectively.

Research and Development Cost

The Company expenses research and development costs for the development of new products as incurred. Included in other general and administrative expense for the three and nine months ended September 30, 2009 and 2008 were $1,436 and $519, and $1,711 and $1,877 respectively.

Income Taxes

Prior to June 2, 2006, in lieu of corporate income taxes, the members of NMH were taxed on or allocated their proportionate share of the Company’s taxable income/loss.  Therefore, no deferred tax assets or liabilities, income tax payable or current and deferred tax expense or benefit for federal income taxes have been included in the financial statements for the period prior to June 2, 2006. The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.”  This statement requires an asset and liability approach for accounting for income taxes.

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 1 – Summary of significant Accounting Policies [Continued]

Loss Per Share

The Company calculates loss per share in accordance with SFAS No. 128, “Earnings Per Share.”  Basic earnings/loss per common share is based on the weighted average number of common shares outstanding during each period.  Diluted earnings per common share are based on weighted average number of common shares outstanding during the period plus potentially dilutive common shares from common stock equivalents. The Company has no common stock equivalents for all periods presented.

Fair Value of Financial Instruments

The fair value of stockholder loans is determined by reference to market data and by other valuation techniques as appropriate. Unless otherwise disclosed, the fair value of financial instruments approximates their recorded values due to their short-term maturities.

Accounting Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimated.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period’s presentation.  The effect of these reclassifications had no impact on net loss, total assets, total liabilities, or stockholders’ deficit.

Note 2 – Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has sustained losses of $927,304 from May 7, 2005 (inception) through September 30, 2009 including a loss of $90,321 for the Nine months ended September 30, 2009. Current liabilities exceed current assets by $611,668 at September 30, 2009. The Company has recognized minimal revenue during it’s developmental stage (from May 7, 2005 (inception) through March 31, 2009), which raises substantial doubt about the Company’s ability to continue as a going concern.

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

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 3 – Related Party Transactions

As of September 30, 2009, the Company owes an officer/director approximately $8,500 from advances made to the Company. The advances are unsecured, payable on demand, and accrue interest at an annual rate of 8%. During the three and nine months ended September 30, 2009 and 2008, the Company recorded interest expense of $ 32 and $141 respectively. The Company made no interest payments during the three months ended September 30, 2009.  As of September 30, 2009, the Company owes a total of $1,100 in accrued interest to the officer/director.

As of September 30, 2009, the Company owes Uplift Holdings, LLC., a majority stockholder has a total of $507,767 made to the Company. The advances are unsecured, are payable on demand, and accrue interest at an annual rate of 8%.  During the three months ended September 30, 2009 and 2008, the Company recorded interest expense of $10,086 and $5,541, ($    and  $    nine months), respectively. The Company made no interest payments during the three months ended September 30, 2009. As of September 30, 2009, the Company owes Uplift Holdings, LLC, $53,189 in accrued interest.

Note 4 – Inventory and Consigned Inventory

Inventory consists of the following at September 30, 2009

At September 30, 2009, the Company had $11,352 ($15,153 as of December 31, 2008) of consigned inventory which represents the cost of product shipped to customers for   which the right of return has not expired and the Company cannot reliability estimate product returns.  

Note 5 – Intangible Assets

Website development costs consisted of the following at:

Amortization expense amounted to $3,110 and $2,162 for the nine and three months ended

September 30, 2009, respectively ($532 and $178 for the nine and three months ended September 30, 2008).    

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 5 – Intangible Assets (Continued)

Intangible assets consisted of the following at:

Amortization expense amounted to $353 and $231 for the nine and three months ended September 30, 2009,

respectively ($0 for the nine and three months ended September 30, 2008).    

Note 6 – Loss Per Share

The following data shows the amounts used in computing loss per share and the effect on income and the weighted average number of shares of potential dilutive common stock for the three and nine months ended September 30, 2009 and 2008.

The Company had no potentially dilutive common stock equivalents issued for any period presented.

Note 7 – Stockholders’ Equity

The Company had 24,216,944 common shares issued and outstanding at September 30, 2009 and December 31, 2008.  The Company has an additional 329,501 shares held by the Transfer Agent in reserve to satisfy shares issued through a lost instrument bond, should the holder of an outstanding certificate for stock in the original merger submit his shares in trade for shares in Uplift Nutrition, Inc.    

Common Stock Issuances – During 2007, the Company issued 50,000 for services valued at $20,000 or $0.40 per share.

During 2006, the Company issued 1,325,000 for services valued at $278,250 or $0.21 per share, of which 1,025,000 shares were issued to an officer/director of the Company.

During June 2006 the Company issued 2,841,944 shares of common stock in connection with recapitalization under a reverse merger transaction.

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 7 – Stockholders’ Equity (Continued)

Member’s Contribution – Prior to NHM being acquired by Uplift Nutrition, Inc. the members contributed $10,511 and $32,930 during 2006 and 2005, respectively.

During March 2005, the Company issued 20,000,000 in to acquire all of the membership interests, accompanying assets and intellectual property of NHM.

Note 8 – Commitments and Contingencies

Additional Unrecorded Common Stock Certificates – As a result of shareholders holding stock certificates that did not appear on the Company’s current shareholder list, the Company issued 188 common shares, which have been included in the 2,841,944 shares accounted for as issued in the June 2006 stock offering transaction. While the Company has no reason to believe that any additional unrecorded certificates exist, the Company believes it is in the best interest of the shareholders to disclose the possible commitment.  Should any additional unrecorded shares be turned in, the Company will perform the necessary procedures to validate the new shareholder’s claim prior to issuing the shares.

Note 9 – Recently Enacted Accounting Standards

During 2008 the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”, SFAS 162, “The Hierarchy of Generally Accepted Accounting Principles”, and SFAS 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60”.  Management does not believe that they will have a material impact on the Company’s financial position, results of operations or cash flows.

During 2008, the FASB issued Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. Management does not believe the adoption of FSP 142-3 will impact the Company’s accounting for any business combinations completed after January 1, 2009.

During 2008, the FASB issued Staff Position No. 157-3, Determining Fair Value of a Financial Asset in a Market That Is Not Active (“FSP 157-3”). FSP 157-3 clarifies the application of SFAS No. 157, Fair Value Measurements, as it relates to the valuation of financial assets in a market that is not active for those financial assets. FSP 157-3 is financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Management does not believe the adoption of FSP EITF 03-6-1 will have a material impact on the Company’s financial statements.

In May 2008, the FASB issued APB Staff Position 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement),” (“FSP APB 14-1”).   FSP APB 14-1 specifies that for convertible debt instruments that may be settled in cash upon conversion, issuers of such instruments should separately account for the liability and equity components in the statement of financial condition.   FSP APB 14-1 is effective beginning January 1, 2009 and is to be applied retrospectively.     At January 1, 2009 and at June 30, 2009, the Company has no convertible debt instruments which has the ability to be settled in cash.  Accordingly, there was no impact on the Company’s financial position or results of operation upon adoption.

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 9 – Recently Enacted Accounting Standards - continued

In April 2009, the FASB issued FSP SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” (“FSP FAS 157-4”) which provides additional guidance for estimating fair value in accordance with SFAS 157 when the volume and level of activity have significantly decreased.  FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly.  This standard is effective for periods ending after June 15, 2009.  The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

In April 2009, the FASB issued FSP SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments,” (“FSP FAS 107-1 and APB 28-1”).  FSP FAS 107-1 and APB 28-1 amends SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments in interim as well as in annual financial statements.  FSP FAS 107-1 and APB 28-1 amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in all interim financial statements. This standard is effective for periods ending after June 15, 2009.  The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events,” (“FAS 165”).  FAS 165 establishes general standards of accounting for and disclosure of subsequent events.    In addition, FAS 165 requires entities to disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued or the date the financial statements were made available to be issued.  FAS 165  is effective for periods ending after June 15, 2009 and accordingly, the Company adopted this standard in the second quarter of 2009.  The Company has evaluated subsequent events through the date its financial statements were issued, which is November 16, 2009.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification ^TM and the Hierarchy of Generally Accepted Accounting Principles – A Replacement of FASB Statement No. 162,” (“FAS 168”). FAS 168 establishes “The FASB Accounting Standards Codification ^TM” (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP in the United States. The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place. The Codification is effective for periods ending after September 15, 2009, and as of the effective date, all existing accounting standard documents will be superseded. The Company does not expect the adoption of this standard to have a material impact on the Company’s financial position or results of operations.

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UPLIFT NUTRITION, INC.

[A Development Stage Company]

NOTES TO UNAUDITED FINANCIAL STATEMENTS

Note 10 – Subsequent Event

During October 2009, the Company entered into a consulting agreement with another Company to provide management consulting, business advisory, shareholder information and public relations consulting.  The Agreement remains in effect for six months from October 7 ^th, 2009.  During the term of the agreement, the Company will pay the consulting company $2,500 per month.  The consulting Company shall also be entitled to receive cash reimbursement of all reasonable and necessary cash expenses paid by the Consulting Company on behalf of Uplift Nutrition, Inc.  On execution of the agreement the Company will issue the consulting company 500,000 shares of the Company’s restricted common stock.  In accordance with this agreement, Uplift must provide 10 day prior written notice to the Consultant and any subsequent holder of the restricted stock if the Company files a registration statement with the Securities and Exchange Commission of securities equal to at least $500,000.  Upon notice the Consultant and/or subsequent holder must direct Uplift by written request to provide piggy back registrant rights.  Uplift may terminate the agreement, with or without cause, by providing thirty days written notification to the consultant.   The Company also approved the issuance of 50,000 shares of the Company’s restricted common stock to an individual that facilitated the agreement between the two Companies.

During October 2009, a stockholder advanced an additional $ 47,500 to the Company. The advances accrue interest at an annual rate of 8%, are unsecured and are payable on demand.  The Company has disclosed subsequent events through November 14, 2009.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation.

We are a start-up, internet-based ecommerce company that currently offers and sells a new natural energy and health drink called Active UpLift® in two different flavors and a new energy spray product called “ All-Day Energy Spray®.” Both products are currently marketed on a retail basis and also through our five (5) websites:   www.upliftnutrition.com, www.upliftenergy.com, www.alldayenergyspray.com,  www.EpiGaia.com, and   www.slothboy.net.   

We have recently completed the development of our new energy spray product and, during the previous quarter we began manufacturing and marketing it on a limited basis. This new product comes in four flavors and has only recently been made available for retail and internet distribution and sale. This new product is designed to compete directly with the “one shot” energy drinks that are currently being marketed in convenience stores and grocery stores throughout the country.  We have given samples to competitive ATV riders, professional and amateur BMX and skateboard riders.  Simultaneously with retail marketing, we continue to test market the product in  local convenience stores and so far, it has been well received. A number of other retail outlets from inside the US and outside the US have contacted us and expressed an interest in placing All Day Energy Spray® in their stores, shops, etc.   Our trade name, trademark and/or service mark application with the U.S. Patent and Trademark Office  for the name “ All Day Energy Spray®” has been issued.  Accordingly, this trademark is now registered. We have also filed for another federal trademark for the name Xytine™, which is a proprietary, natural energy formula used in All Day Energy Spray®.  So far, we have heard nothing about the status of this application.  

At the beginning of our second quarter, we issued a press release unveiling and announcing our newest health drink product known as EpiGaia™.  This product was formulated by one of our directors, namely, Edward H. Hall, Sr., who personally filed for a nutritional formulation patent with the U.S. Patent and Trademark Office last November, all at his own expense.   As a result of the value that management saw in this unique formulation, we entered into a non-exclusive License Agreement with this director, as licensor, on April 3, 2009, a copy of which was attached as an exhibit to our last quarterly report on Form 10-Q.  In doing so, Mr. Hall, the interested director, abstained from approving the Agreement.  We also complied with the requirements of Nevada law that relate to transactions with interested persons.  That is to say, all disinterested directors approved the License Agreement and all believe that its terms are fair and in the best interests of the Company.  For more information in regard to the substance and terms of the License Agreement, reference is made to our last Form 10-Q for our quarter ended June 30, 2009, including Item 6(a) thereof.

With regard to our new product, EpiGaia™, we are including the “TM” or trademark designation next to the name EpiGaia™ in that, on May 7, 2009, we applied, through intellectual property counsel, for a federal trademark and trade name with the U.S. Patent and Trademark office in Washington, D.C.  In addition to applying for a federal trademark and trade relative to the name “EpiGaia,” on the same date we also applied for a trade name and trademark for the names “Epigenic Health” and “Epigenic Wellness.”  These three applications are identified by Serial Nos.77/.731,844, 77/731,917 and 77/731,888, respectively.   We intend to use the TM designation in connection with our use of any of these marks.  These three federal trademark applications are pending.  We have no way of knowing, at the present, time if our applications will be granted, or, if they or any of them are, when that might occur.  

Knowing or anticipating that we would be licensing the EpiGaia™ patent-pending formulation from one of our directors, we have also made an effort to further modify the formulation and flavor of the new product through the work of two of our officers, namely, Jessica Rampton, our chief science officer, and Jenny Nebeker, our genetic genealogist.  EpiGaia™ is based on applying the science of genetics, genealogy, anthropology and biology to nutritional health.  Rampton and Nebeker have worked diligently to attempt to translate major human ancestral migratory paths, revealed in genetic tests, into a roadmap of what our human ancestors digested as far back as the last Ice Age.  We are hopeful that genetic history can help play an important and significant role in determining which nutrients are ideal for a particular group of people.  This is the concept behind EpiGaia™.

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It is also our intention to continue to do what is necessary to get All-Day Energy Spray® carried in retail convenience and grocery stores around the country.  In this regard, we believe we have made substantial progress over the last two quarters.  Although our retail marketing efforts of All-Day Energy Spray® have been reasonably successful so far, even in light of current economic conditions, we have tried to become more aggressive in internet marketing for both Active UpLift® and All Day Energy Spray®. As a result, internet sales of these two products started to pick up to some degree late in the second quarter and through the third quarter. During our third quarter ended September 30, 2009, we generated or realized $199 in revenue net of discounts and coupons from retail sales of Active UpLift® and approximately $1,400 in sales during our limited market tests for All-Day Energy Spray®.

During our second and third quarters, we did not ship any cases of Active UpLift® to re-stock supplies in any Ralph’s grocery stores.  As of the date of this document, we also did not ship any additional cases of Active UpLift® to the Albertsons distribution center in Oklahoma for the purpose of re-stocking Albertsons grocery stores throughout Colorado and Arizona.  What product is not sold out of the cases we shipped can be returned to us by the retailer and the retailer’s account with us is credited accordingly.   During the third quarter, we did not ship any more Active UpLift® product to any Albertsons stores in Florida, Texas, Arizona and Colorado and in fact, most of the stores are no longer carrying our product.  During the third quarter, Albertsons began processing product returns to us .  However we are unable to determine the volume of inventory remaining in their stores or warehouse to estimate total returns.  Active UpLift® is, however, still being carried in some Denver, Colorado Albertson’s stores. The reason we have been dropped from out-of-state Albertsons stores is the result of our  lack the financial resources and other logistics ability to support the necessary promotion that Albertsons requires, not to mention the manpower necessary to keep up with its in-store marketing demands. We did, however, maintain our product presence in local Harmon’s grocery stores and, during the quarter, we actually increased our presence in smaller, non-chain health food and drink stores.

As a result of current economic conditions, including events that have occurred during the previous quarter and since, we have decided to concentrate our marketing efforts on All-Day Energy Spray® and do so only in those areas where we currently have a presence and limited name recognition. Our marketing campaign for All Day Energy Spray® has recently included scheduling more local and regional sporting events such as BMX competitions (The Dew Tour), skateboarding events, water sport competitions, and mixed martial arts competitions. We have already sponsored biking events and motorcycle rides for charities. We have also agreed to and will be signing a revised sponsorship contract with Throwdown Showdown Events (“Throwdown”), the largest regional mixed martial arts (MMA) promotions group.  This contract will make us a major sponsor in Throwdown’s upcoming December event. The sponsorship includes radio and TV advertising, event banners, and company acknowledgements throughout the night at the event. Part of our marketing efforts also involve giving away samples of the product at these types of events as necessary to make the crowd aware that it is available at their local convenience store or market. We did sponsor a smaller MMA event during the quarter in Ogden, Utah that we believe was successful. Our street marketing team was able to give hundreds of samples away and the product was well received. As a result of that sponsorship, we have been invited to sponsor MMA events in other cities throughout the state of Utah. We have also begun a search of these extreme sporting events in an effort to attract participants that will use and endorse All Day Energy Spray® as their “energy product of choice”.   To support these efforts, we have modified our websites to be more animated, sophisticated and user-friendly. We have also contracted with a marketing group whose primary function is to keep the websites updated and fully operational all the times.  

We hope to follow our current marketing strategies with an aggressive national marketing and advertising campaign as soon as the retail markets for All Day Energy Spray® expand out into more parts of the country.  What we anticipate budgeting for this type of expense is set forth in our budget for 2009 contained in our Annual Report on Form 10-K filed on Edgar last March.  Reference is thus made to that document.  These promotional activities include not only advertising dollars but contribution of product samples, give-a ways, promotional and retail store cooperative advertising.  Our total marketing expenses were $51,557 for the quarter ended September 30, 2009.  By comparison, during the quarter ended September 30, 2008, our total marketing expenses were $ 25,892.

General administrative expense decreased from $16,072 to $9,976 for the quarters ended September 30, 2008 and 2009, respectively.  

Cost of goods sold increased to $2,539 from $541 for the quarters ended September 30, 2009, and September 30, 2008, respectively.

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Selected Financial Data

Since our emergence from approximately 5 years of dormancy, we have incurred significant accounting costs and other expenses and fees in connection with reactivating ourselves, acquiring Nu Mineral Health, a Wyoming limited liability company, the preparation and filing of our Form 10-SB registration statement in 2007, the recent preparation and filing of our Annual Report on Form 10-K, and otherwise continuing to be current in our reporting obligations with the U.S. Securities and Exchange Commission (“Commission”). Funding of these and other expenses is from working capital provided by our majority stockholder, namely, Uplift Holdings, LLC, an entity which, because of its controlling ownership interest in us, has an obvious vested interest in seeing us successfully market our current and new products.  Uplift Holding’s principal and our Chairman of the Board, Edward H. Hall, Sr., has, throughout 2009, disposed of shares directly and indirectly controlled by him.  See the Form 4’s filed by Mr. Hall on Edgar.  As of result of these dispositions and, as of the date of this report, Mr. Hall indirectly owns 16,600,000 shares through Uplift Holdings and he also owns 85,573 shares directly.  Adding or aggregating these holdings, results in a combined total of 16,685,573 shares currently owned and held both directly and indirectly by Mr. Hall.  This combined total represents slightly over 67% of our currently issued and outstanding shares.  This is 7.5% less shares than Mr. Hall owned and controlled in us as of our last Annual Report on Form 10-K.  See again, Mr. Hall’s Form 4’s filed on Edgar.

For our third quarter ended September 30, 2009, we incurred operating expenses totaling $77,864. These fees and expenses have been for accounting fees, legal fees, transfer agent fees, promotional and marketing expenses.

Liquidity and Capital Requirements

During the nine months ended September 30, 2009, our current assets increased to approximately $47,000 primarily due to an increase in inventory of approximately $12,900.  This increase is primarily due to production of new All Day Energy Spray® that we began placing in retail locations during the second quarter.  During the same time frame, total assets increased approximately $33,200 from approximately $39,600 to $ 72,800, primarily from the increase in inventory included in current assets and an increase in website development costs of $22,754.  

During the nine months ended September 30, 2009, current liabilities increased from approximately $413,600 to approximately $658,700, an approximate $245,100 increase.  There are several factors that contributed to this net increase in current liabilities during the nine month period, including an increase of approximately $181,000 in advances from shareholders, an increase of approximately $26,970 in accrued interest payable to related parties, and an increase to accounts payable of approximately $43,697.  Deferred revenue also decreased approximately $7,349. Deferred revenues represent Company products in retail locations for which we have been paid but the right of return has not yet lapsed and for which we are unable to estimate our rate of return in order to record the revenue.

Our sales decreased by approximately $641 as compared to the same quarter of last year.  Our cost of sales increased by approximately $2,000 as compared to our same quarter of last year and exceeded revenues as a result of changes in packaging materials.   For the three months ended September 30, 2009, our total operating expenses increased 38 percent or by approximately $21,600 as compared to September 30, 2008.  

As of September 30, 2009, our cash balance in our checking account was $0 and we had checks written in excess of cash in bank totaling approximately $900.  As of the date of this quarterly report, it is $1,382.  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.  

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The continuation of our current plan of operation will depend on our ability to raise substantial additional capital, of which there can be no assurance.  During the quarter, our majority shareholder, Uplift Holdings, loaned or advanced us an additional $ 42,637. Though we are accruing 8% interest per annum on the amounts provided by our majority shareholder, these advances do not require interest payments at the present time and, unless or until we become profitable, we do not believe it likely that our agreement with our majority shareholder, Uplift Holdings, would be modified to require such.  Uplift Holdings’ loans are considered or designated by us as "advances," inasmuch as they do not require that we pay interest payments unless demand is made to do so.  While we accrue interest on the on-going balance, we currently have no way of paying any interest payments to Uplift Holdings.  As of September 30, 2009, we have accrued approximately $54,289 in interest due and owing stockholders.  In the event we modify our oral agreement in the future with Uplift Holdings so that we are required to pay interest, we do not believe it would have any material impact on us or our liquidity because both we and Uplift Holdings would not agree to such a modification unless we were profitable and could afford to make such interest payments.  Though we have nothing definitive in writing with our majority shareholder, we consider Uplift Holdings’ obligation to advance us the money necessary to carry out and pursue our business plan a legal obligation of it upon which both we and investors can rely.  As of September 30, 2009, stockholder advances and accrued interest total $570,556.

New Developments and Initiatives during Our Third Quarter.   

On July 15, 2009, one of our directors, Mary Ross, resigned from our Board of Directors in order to pursue other interests.  When the time comes, however, Ms. Ross remains committed to assist us in creating and promoting EpiGaia™-related literature, including an  EpiGaia™ Lifestyle Cookbook, which has been her specialty.  

We regret Ms. Ross’s decision and appreciate her significant contributions to us over the last few years.  We have replaced Ms. Ross on the Board with our principal consultant, Mr. Bruce Miller, a gentleman that we retained as a consultant as long ago as October 2007.  Mr. Miller is a retired executive with Smiths Foods, Inc., and has agreed to act as a director to replace Ms. Ross. Mr. Miller worked in the food market business for more than 32 years. He started out in 1967 working for Richardson’s Market in Ogden, Utah. In 1969, Smiths Food and Drug in Salt Lake City hired Mr. Miller.  He started as a stock clerk working his way up to Store Manager wherein he managed Smith’s stores in Weber and Davis counties.  In 1981 Mr. Miller was promoted to Service Deli Director where he was in charge of development of the deli program for the Smith’s stores in the entire Western Division. Mr. Miller was then promoted to Vice President of Sales and Merchandising in 1990 for the Southwest Division based in Phoenix, Arizona. During this time Smiths merged with Kroger, Inc. where Mr. Miller continued to work as Vice President of Sales and Merchandizing until retiring in 1999. In the past seven years, Mr. Miller has owned and operated his own business. He started B&K Miller Investments DBA Wubie Prints, which is a wholesale scrapbook paper company. Mr. Miller operated this company through 2005 until he sold it. Because of Mr. Miller’s expertise in the marketing

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We had originally planned an initial launch of our new product EpiGaia™ in the second or third quarter of this year but management has since decided to concentrate our short term efforts on All Day Energy Spray®.  Accordingly, that launch date has now been postponed until sometime in 2010.

Though we are still of the opinion that EpiGaia™ will be a successful product, we have decided to endeavor to establish a retail sales market for All Day Energy Spray® and hopefully generate income from the sale of that product first.   

During our third quarter, we began a market test of All-Day-Energy Spray® in 10 local convenience stores and sold a total of 140 bottles to a fitness facility. The results of that market test have been very encouraging and the fitness facility has been selling product regularly.  Management is very excited about the marketing possibilities for this new product.  We have already been contacted by larger convenience store operators, hotel gift shop operators, and large retail distributors throughout the United States, as well as outside the US. 

During the quarter, we also entered into an advertising contract with Crowell Advertising ( www.crowelladv.com), an innovative full-service ad agency which headed up our on-site marketing efforts during the test campaign and created point-of-sale displays and advertising.  The agreement has obligated us to pay Crowell approximately $15,000.  Crowell is currently working on a marketing campaign that can be applied to various national and international distribution points that we are targeting for distribution.

During our previous quarter, in conjunction with our Sloth Boy videos, we had planned to enter into a sponsorship agreement with Throwdown/Showdown Productions, the largest regional producer of Mixed Martial Arts (MMA) events, to promote All-Day-Energy Spray®. As a part of that agreement, we were to receive radio and TV ads, event banner displays, event promotions and sample giveaways at their well-attended events.  Unfortunately, due to issues related to theThrowdown/Showdown organization that are beyond our control, we have postponed the scheduled event  we intended to sponsor to sometime in the fourth quarter. Throwdown/Showdown also refunded our initial deposit given them last quarter so that a new and updated contract could be rewritten.

We believe that one of the best contributors to the success of our test campaign will be our sponsorship of "Weapon of Choice" ( http://www.facebook.com/pages/WOC/124145876274), a regional MMA competition held in close proximity to stores selling All-Day Energy Spray ®.  WOC President, Ted Rich, is currently a regional distributor for All-Day Energy Spray.

We are also in active discussions with Oculus Capital, which represents several international MMA fighters. Oculus Capital  has been instrumental in introducing MMA fighters to us for potential sponsorship, including former Pride Fighter and UFC veteran Marcus Aurelio ( http://www.sherdog.com/fighter/Marcus-Aurelio-4833) who is one of the original team members of the world famous American Top Team. Aurelio is working with us in developing a Brazilian distributorship for All-Day Energy Spray ®.

We have also recently engaged a consultant to ensure that our products are acceptable under Canadian standards. Our consultant in this regard is currently preparing documents related to our products meeting these requirements.  

Subsequent Events

On October 7, 2009, we announced our first revenues as a result of a 4-week test marketing campaign of All-Day-Energy Spray® at local convenience stores in Northern Utah. This new product was placed in ten retail locations and promoted  through point-of-purchase displays and through a “guerrilla marketing team” that presented the spray at college campuses, in stores, and at sporting events. By “guerrilla marketing,” we mean paying young people to wear our T-shirts and give away product at such highly public events.  Over the four weeks, we sold in excess of 500 units of All-Day Energy Spray® throughout the ten stores it in which it was placed.

On October 8, 2009, we announced expansion of our All-Day Energy Spray® marketing and distribution efforts. This effort included street marketing at college campuses, in retail stores, at sporting events and the sponsoring of a

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forthcoming regional MMA event.  In this regard, we also completed a successful 4-week test campaign during the month of September.  

On October 13, we announced signing an agreement with "Utah's Real Deals" ( www.UtahsRealDeals.com), a highly visible gift certificate program. The program is designed to help to increase sales of our first marketed nutritional product, Active UpLift®, an energy drink that, among others, targets diabetics. Under the terms of this agreement, we will provide approximately 315 gift certificates to Utah’s Real Deals, which will be sold by them on a 50% off retail basis. Utah’s Real Deals is associated with the ABC affiliate, Television Channel 4 in Utah, and  CW-TV, a  local cable station on channel 15. Utah’s Real Deals will also advertise the product on its website www.UtahsRealDeals.com. The overall benefits of this program is to drive customers to our web site and retail sales outlets, build name and brand recognition, and establish regional television and internet advertising for Active UpLift®.

On October 13, 2009, we issued 500,000 restricted common capital shares of our stock to Mirador Consulting Group (“Mirador”).  Mirador is a corporate consulting firm whose principal office is located in Boca Raton, Florida.  It is in the business of providing services for management consulting, business advisory, shareholder information and public relations.  This agreement, which has a 6-month term, obligates us to pay Mirador $2,500 per month in consulting fees.  On the same date, we also issued 50,000 shares to Mr. Todd Shull. The shares were considered a finders fee as Mr. Shull referred the Company to Mirador Consulting and has been instrumental in our negotiations to secure product distributorships both inside and outside the United States. These stock issuances were valued at $0.45 per share by our Board of Directors and therefore, we will take a $0.45 charge on our fourth quarter financial statements. These two stock issuances bring our total number of issued and outstanding common capital shares to 24,766,944 as of the date of this report.  See our cover page above disclosing our total number of issued and outstanding shares.

PLAN OF OPERATION  

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

We actually began marketing All Day Energy Spray® during the middle of our previous quarter and have had encouraging responses from retail users about how good it tastes and how effective the energy boost it gives actually is. Because of that early positive response, and, as stated above, we entered into a marketing agreement with Impact Food Sales Corp., a Utah-based company with years of retail sales distribution experience, to market the product throughout the US. We are told that Impact Foods has been contacted by many large, medium and small distribution companies and retail store owners in an attempt to have All Day Energy Spray® put into their retail stores. While Impact Foods focuses mainly on distributors inside the US, it will also target some distributors from outside the US that it believes would have an interest in our product.  

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

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After our initial sales market test of All Day Energy Spray® in 10 Maverick stores, we have been contacting, or have been contacted, by other retail outlets surrounding the test area and have been fairly well received. Accordingly, we have already started the placement process in a number of independent convenience stores as well as pursuing other, larger chains of convenience stores nationally.  After our market test with Maverick convenience stores, we are waiting to hear back from them as to whether they will take the product on a limited or other basis.  We are hopeful that they will though we can make no assurance in this regard.  As of the date of this report, All Day Energy Spray® is currently carried two large gymnasium outlets, a coffee store outlet and 4 separate convenience stores in Cache Valley, Utah.  

Our Websites

During our fourth quarter of last year, we redesigned our UpLift website and three other website addresses have been added for the convenience of our e-Commerce customers.  Along with our principal web addresses www.upliftnutrition.com and www.upliftenergy.com., we have created www.alldayenergyspray.com as a stage from which to promote those two new products.   That is to say, we have created new websites specifically designed to market our EpiGaia™ and All Day Energy Spray® products, websites that have only recently been launched.  As of now, we only offer the All Day Energy Spray® directly on our websites and eventually plan to offer EpiGaia™ on all of them as well.  We have spent an enormous amount of time and energy on these websites and encourage any investor or interested person to visit them.

Our various websites are hosted by www.godaddy.com.  Because www.godaddy.com is one of the largest website hosts in existence, we feel comfortable that the chances of our websites “going down” at any given time are remote. As a result, we believe there is little likelihood of losing sales because one of our websites “goes down.”

Inventory

As of September 30, 2009, inventory consisted of $17,943in raw materials, which includes our newly redesigned 14-pack display boxes, $12,619 in finished goods, and $11,352 in consigned inventory. Consigned inventory represents cost of product shipped to customers, for which we cannot recognize revenue until the right of return expires or we are able to reasonably estimate returns based on historical experience.  

As of the end of our quarter, we had, on hand, bottles of All Day Energy Spray® as follows: 206 Citrus flavored bottles, 312 Grape flavored bottles, 253 Mint flavored bottles, and 207 Cinnamon flavored bottles, making the total inventory count. As of the date of this report, we have sold or placed approximately 48 bottles of each flavor in 4 local convenience stores and 24 in fitness centers.  Further, we have used another 304 bottles of each flavor for promotion and marketing.  

On September 30 2009, we had one kilo of EpiGaia™ in our inventory.  As of April 1, 2009, we received our first shipment of EpiGaia™ health drink mix from our mixer, consisting of a total of 25 kilos of product packaged in one kilo tubs. To date, we have given out 24 individual, one kilo tubs for promotional use, leaving an inventory of 1kilo.

The entire finished goods inventory and majority of our product box inventory, including raw materials, is currently held in our warehouse located at 252 West Cottage Avenue, Sandy, Utah.  Any bulk product and other packaging raw material are usually held by Rocky Mountain Co Pack, our third party packager, which packages product at such time as we receive additional orders.

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We are NOT Dependent on One Supplier for Our Potential Success

Our All-Day-Energy Spray®™ product is currently mixed and packaged by DaiShin Packaging in Springville, Utah.

Our EpiGaia™ health drink product has been mixed and packaged by Harmony Concepts.

Significantly, we do not believe that we are reliant on one vendor for our success. For example, we have discovered other, new bulk food packagers in the Salt Lake City area.  One of these other new suppliers that we could contract with is Wasatch Product Development, a company capable of mixing and packaging the products mentioned above. All of these companies have been in business for many years and appear to have excellent reputations in mixing and packaging circles.  

Our manufacturer/packagers sign a non-disclosure, non-compete agreement with us and thus, we are assured that they will not disclose our formula to anyone else.  We also feel comfortable in this regard in that these companies’ continued success is dependent on their ability to keep their customers’ formulas secret.  

Our Business Plan over the Next 12 to 18 Months

As a result of the recession and people tightening their belts and not spending as much money, we have had a difficult time generating sales for Active UpLift®.  As a result, and as stated elsewhere in this document, we have decided to concentrate our advertising and marketing efforts on All Day Energy Spray®. To accomplish this, we have completely updated and expanded our existing websites, and even added three more to our marketing strategy, making a total of five websites available for advertising, marketing and sales. Though these websites, we have been offering and will continue to offer our Active Uplift® product on a “try it free” promotional effort to anyone who wants the product.. Any order placed through this program from the internet will receive a 14 pack “combo” box of Active Uplift® containing 7 packets of Raspberry Lemonade flavor and 7 packets of Apple Cinnamon ® for free. All the person needs to do is pay for the shipping charges.

Because we had begun tapering off our efforts to promote Active UpLift® during the previous quarter, and because of our desire to concentrate our marketing efforts on our newest product, All Day Energy Spray®, we signed a marketing agreement last quarter with Impact Food Sales to aggressively market All Day Energy Spray® to convenience and quick stop stores, fitness centers and retail grocery stores throughout the State of Utah and eventually the entire United States. We have also been in discussion with large distribution groups outside of the US to contract with them to distribute All Day Energy Spray® outside the US.  During the next 12 to 18 months, we will actively pursue enhancing sales of All Day Energy Spray® while preparing for the pre-launch and national launch of EpiGaia™. As stated above, sales of Active UpLift® have NOT been promising during these tough economic times but we will continue to offer it for sale and once the economy turns around, we will consider re-starting a new marketing campaign in regard to it.  Currently, we do not have funds earmarked for that purpose, considering that there is an enormous amount of competition in the energy drink market.

Our Current Marketing/Advertising Strategy

As disclosed above, we have changed directions during the previous quarter and have decided to concentrate our marketing efforts on All Day Energy Spray® instead of Active Uplift® or EpiGaia™. In this regard, we are concentrating our new marketing efforts in several areas.  First, we are concentrating on website advertising and marketing through several new websites and otherwise keeping all of our websites updated and fully functional. Through these efforts, we have now started a marketing effort on various popular and more significant search engines.  Secondly, we have also recently signed a marketing agreement with Impact Food Sales Corp., as mentioned above, to primarily market All Day Energy Spray® to convenience stores, fitness facilities, and major retail outlets throughout the country.  Thirdly, and as a result of our 10 store sales market test in various Maverick convenience stores, we have entered into an agreement with Crowell Advertising to help establish a marketing and advertising template or plan that can be used throughout established regions in the US. We know that modification for each

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region will be needed but we are hopeful that the new template for All Day Energy Spray® will become well known and in time, increase or enhance our name recognition as necessary to substantially increase sales.   Having said this, in order for our business to succeed, we additionally plan, among those things mentioned in our Annual Report on Form 10-K filed at March end 2009, 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 related websites to link to ours

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

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

-- expand the products and services offered on our website

-- respond to competitive developments and maintain our distinct brand identity

-- form and maintain relationships with strategic partners, particularly retail food stores and outlets

-- provide quality customer service

-- continue to develop and upgrade our services and technologies

-- sign up “drop ship” distributors who are willing to offer and sell our product on their websites

Reference is made to our Form 10-K filed on Edgar which details our plans and strategies.

We Intend to Pursue Additional Marketing Ideas and Avenues on an On-Going Basis.

Marketing ideas that have not as yet been implemented by us include a desire to additionally promote us and our business,

(1) through the attendance at product related tradeshows and expos across the country;

(3)  through the giving of product samples at functions and demonstrations in other store locations and malls; and

(4) through television commercials at such time as earnings or funding becomes available to shoot such a commercial and pay for the cost of airing it on television.

Employees, Experts, Consultants and Advisors

Currently, we have no employees. We do have officers with specific or special designations but they are not deemed employees and are not compensated like an employee would otherwise be compensated.  

Employees will not be necessary at this stage of our development.  Our officers and directors are performing daily duties as needed. We only intend to hire employees if and when the need develops.

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Our directors and officers do not receive any remuneration for their services nor are they accruing earned compensation. We might however, approve the issuance of stock from time to time as a bonus in recognition for services rendered .

On July 15, 2009, Mary Ross resigned from the Board of Directors in an effort to pursue other interests.  As a result, we nominated and unanimously passed a resolution placing one of our consultants, Mr. Bruce Miller, on the Board to replace Ms. Ross.  For biographical and background information on Mr. Miller, see our discussion in a heading above titled, New Developments and Initiatives during Our Third Quarter.

We had previously retained the services of Mr. Bruce Miller, a retired grocery store executive, on a consulting basis, to head up and oversee our marketing program.  But now with Mr. Miller’s new role on our Board, he will not be functioning as a “consultant” per se.  As set forth above, we have engaged the Crowell Agency to assist us in advertising.  As also set forth above, we have engaged Mirador Consulting, a business consulting firm to assist and advice us in several areas.  Finally, we have engaged a third consultant to assist us in getting our products consistent with Canadian standards.  We do NOT intend or anticipate using or hiring any employees or any other consultants at the present time, other than those mentioned above.  If required, we may use part-time clerical assistance and professional accounting services on an as-needed basis.

Express Obligation of Our Principal Shareholder to Finance Us and Our Business Plan Over at least the Next Two to Three Years .  

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.

This item is not applicable to smaller reporting companies.

Item 4 and 4A(T).  Controls and Procedures.

Management's Quarterly Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of financial statements.

All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls.  Therefore, even effective internal control over financial reporting can provide only reasonable, and not absolute, assurance with respect to financial statement preparation and presentation.  Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time. Because of its inherent limitations, internal control over financial reporting may also fail to prevent or detect misstatements.  Therefore, even those systems determined to be effective can often provide only reasonable assurance of achieving their control objectives.

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Changes in Internal Control Over Financial Reporting.

We are currently in the development stage with insufficient working capital to employ personnel to carry out the daily operations.  All of our functions have heretofore been carried out by our President with the exception of occasional temporary help and the assistance of outside professionals contracted to assist in the preparation of quarterly and annual financial statements and technical GAAP issues.  However, these professionals are not always aware of all business transactions and activities, especially non-cash transactions.  As a result, we have had insufficient personnel to provide adequate segregation of duties related to the initiation, authorization/approval, and recording of financial transactions.  During the second quarter, we contracted with an accountant to take over some of the financial record keeping duties previously performed by the president.  This individual will perform bookkeeping services several hours a week, to keep our books and records in order and ready to be reviewed by our auditors at each quarter end.  This individual has experience in keeping the books of manufacturing companies. We believe that this individual will help us better develop and implement appropriate internal controls over financial reporting, including controls to ensure that all expenditures are recorded on our books, in the appropriate period and in a timely manner, not to mention controls over the recording and safeguarding of raw materials and finished goods inventory.  In other words, with the aid of this bookkeeper, we are stepping up our efforts to implement a more computerized or better manual system to track inventory from purchase of raw materials and packaging to the shipment of finished goods.  

Based on having to hire an on-hands accountant, we are 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.

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

This item is not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

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Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other information.

With respect to new developments and progress we have made during the quarter, reference is made to the heading above titled “New Developments and Initiatives During the Quarter.”  

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

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302 Certification of Gary C. Lewis

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906 Certification

 (b) Reports on Form 8-K

None.

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