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EX-32.1 - ADGS Advisory, Inc.certificationsarbanesoxleyse.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q/A
Amendment No.1

                                                           [X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                                                                                                                   SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009 or

                                                          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

                                                                                                                  SECURITIES EXCHANGE ACT OF 1934

For the transition period from______to________

LIFE NUTRITION PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34274

                               Delaware     42-1743717 
 
(State or other jurisdiction of incorporation or organization)  (I.R.S. Employer Identification No.)

Michael M. Salerno
Chief Executive Officer
121 Monmouth Street, Suite A
Red Bank, New Jersey 07701
(732)758-1577
(Address of principal executive offices)

Indicate by check mark whether the registrant (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. (X)Yes ()No

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



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

See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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 (X) No

As of March 31, 2009 there were 14,055,000 shares of common stock outstanding with a par value of $0.0001.

EXPLANATORY NOTE

Life Nutrition Products, Inc., (the "Registrant") is filing this Amendment No. 1 on form 10-Q/A (the "Amendment") to our Quarterly Report on Form 10-Q for the period ended March 31, 2009, originally filed with the Securities Exchange Commission (the "SEC") on May 15, 2009 (the "Original Filing").

This Amendment is being filed to solely correct an inadvertent clerical error on the cover page of the original 10-Q filing in which the box identifying the Registrant as a shell company was incorrectly checked. This Amendment on Form 10-Q/A corrects the clerical error.

This Form 10-Q/A should be read in conjunction with the original Form 10-Q. Except as specifically noted above, this Amendment does not amend, modify or update any disclosures contained in the original Form 10-Q. Accordingly, this Amendment does not reflect events occurring after the filing of the Form 10-Q on May 15, 2009.

Part II  Other Information   
Item 6. Exhibits.   
Exhibit Number:  Name: 
 
32.1 Certification of Principal Executive Officer and Principal Financial Officer Sec. 302

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Form 10-Q/A be signed on its behalf by the undersigned thereunto duly authorized.

LIFE NUTRITION PRODUCTS, INC.:

By: /s/ Michael M. Salerno 
Name: Michael M. Salerno
Title: Chief Executive Officer

Date: March 12, 2010

By: /s/ Michael M. Salerno 
Name: Michael M. Salerno
Title: Chief Executive Officer, Chairman Principal Financial Officer Principal Accounting Officer

Date: March 12, 2010