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 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 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 ]

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes [   ]   No  [   ]

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

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.

We hope to be able to satisfy our cash requirements for at least the next 12 months in that our majority shareholder has committed itself to advancing what funds are necessary for us to satisfy all of our cash requirements and otherwise keep us current in our 1934 Exchange Act reporting obligations for at least the ensuing 12 months.  Our majority shareholder lacks the capital and resources to fund an advertising campaign, particularly given that we have come to realize how expensive such an endeavor really is.  

We believe that a year period is consistent with the disclosure in our PLAN OF OPERATION described below in that we believe that within 1 year, we should be able to successfully carry out our business plan if we can find sufficient advertising capital on acceptable terms. If a determination is made by management that we will NOT be successful and that our business plan is or will be a failure for reasons which we can only imagine—something that has not yet occurred— 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 by the end of the fiscal year, 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 end of the year, particularly if it appears that we will indeed be able to successfully carry out our business plan if we continue beyond this year. If our majority shareholder does not desire to loan or advance us sufficient funds for us 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 or determine at this time.

Current Status.

During the quarter, we did not market All Day Energy Spray® in any retail convenience stores.  Currently, we are primarily marketing the product on-line through our various websites.  All Day Energy Spray® is an energy spray product on which we completed development during the third quarter of our 2009 fiscal year.  

Active UpLift®, our health and energy drink, comes in a powder that is mixed with water.  Other than our marketing this product on-line, this product is currently only featured in some Harmon’s grocery stores in Utah. This product currently comes in two flavors, Active UpLift® – Raspberry Lemonade and Active UpLift® – Apple Cinnamon

PLAN OF OPERATION.

Our principal business plan has been to promote, market and sell our new energy spray, All Day Energy Spray® and our 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.  Unfortunately, as stated elsewhere herein, we have lacked and currently lack the necessary advertising capital to spend in such stores and this fact hinders our overall ability to not only “get into” such stores but to thereafter

maintain a presence.  The viability of retail stores for our products, however, has proven correct so far in that we now have relationships with at least 3 large retailers and their distributors.

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

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

As a result of winding down our marketing efforts with respect to Active UpLift®, we had, and will have, less than anticipated sales and gross revenue during this 2011 year. This is because we have, to a large degree, been overly side-tracked on developing product and have otherwise been devoting more time and energy to the completion of EpiGaia™, a third product.  These efforts to complete this new product, and, at the same time, obtain the necessary intellectual property protections, significantly detracted from our ability to concentrate on increasing sales of All Day Energy Spray®.  Because All Day Energy Spray® is a relatively new product, however, we have no any way of knowing or predicting what sales might be.  As of the date of this report, we are primarily marketing All-Day-Energy Spray® on-line through our websites.  

Our principal goal during 2011 is to raise capital in some fashion in order to embark on a serious advertising campaign in conjunction with a large retail chain store, many of whom we have contacted and communicated with for this purpose. As disclosed above, we are continuing to investigate the possibility of further “securitizing” our debt (i.e., accounts payable) and then allowing the debtor to exchange the debt securities for common stock.  

Our Websites.

During our fourth quarter of 2009, we redesigned our UpLift website and added three other website addresses for the convenience of our eCommerce customers.  Along with our principal web addresses www.upliftnutrition.com and www.upliftenergy.com, we have created www.alldayenergyspray.com and www.EpiGaia.com, as additional platforms from which to promote these 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 offer both Active UpLift® and 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.  

Inventory.

As of March 31, 2011, inventory consisted of $36,440 in raw materials, which includes our newly redesigned 14-pack display boxes, and $11,010 in finished goods.

As of March 31, 2011, we have in inventory, 479 boxes (each box contains 14 packets ) of our “new” Active UpLift® apple-cinnamon cold or hot flavor drink, and 300 boxes of the original Active UpLift® raspberry-lemonade flavored drink .

As of the end of our quarter, we had, on hand, bottles of All Day Energy Spray® as follows: 1,656 Citrus flavored bottles, 2,088 Grape flavored bottles, 1,632 Mint flavored bottles, and 2,352 Cinnamon flavored bottles.  On March 31, 2011, we had 1 kilos of EpiGaia™ in our inventory.  

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, a third party packager, which packages product at such time as we receive additional orders.

We are NOT Dependent on One Supplier for Our Potential Success.

Up until the end of 2009, our All-Day-Energy Spray® product was mixed and packaged by DaiShin Packaging in Springville, Utah. During the first quarter of 2010, we contracted with Mtn. View Packaging, a new mixing and packaging company that we wanted to re-formulate and re-package All Day Energy Spray®. We were very satisfied and would use them again, if necessary.

Our EpiGaia™ health drink product, a product that is currently not for sale to the public, 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 Remainder of the Year.

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 above, 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 four websites available for advertising, marketing and sales.  Though these websites, we have been offering and will continue to offer our Active Uplift® product on a “try it free” promotional effort to anyone who wants the product. Any order placed through this program from the internet will receive a 14 pack “combo” box of Active Uplift® containing 7 packets of Raspberry Lemonade flavor and 7 packets of Apple Cinnamon for free.  All the person needs to do is pay for the shipping charges.  

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

Our Current Marketing/Advertising Strategy.

As disclosed above, we have changed directions during the last six months 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.  

-- 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 various websites

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

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

-- provide quality customer service

-- continue to develop and upgrade our services and technologies

Our Immediate Ability to Be Placed in Retail Stores.

Because we already feature our 2 principal products in a colored retail box with a bar code (see our website, www.upliftnutrition.com, which carries pictures of our box), we are one step ahead of the overall retail process.  In other words, we are already set up to be carried, right now, in large retail chain stores.  We believe this is a significant milestone or accomplishment that we have already achieved in that many companies sell their products on the Internet without having a colored retail box and bar code for retail purposes.  Without this asset, one’s product isn’t capable of being carried in a retail store.   

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 but which we intend to seriously consider and which are designed to additionally promote us and our website:

(1) through reciprocal links with other websites;

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

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

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

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

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

Employees, Experts, Consultants and Advisors.

Currently, we have no employees. Employees are not necessary at this stage of our development.  Our officers and directors are performing daily duties as needed. We only intend to hire employees if and when the need develops. Currently, there is no such need.

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

In implementing our business plan, we are holding expenses to a minimum and we plan to obtain expert and other services on a contingency basis if and when needed.  Until now when we need advertising capital, we have not had a particular or specific need for any outside experts, advisors or consultants.  If we engage outside advisors or consultants for any particular purpose, we will have to make a determination as to how such persons will be compensated.  So far, we have NOT made any arrangements or definitive agreements as yet to use outside experts, advisors or consultants for any reason. This is because, so far, we have not needed to.  We do have a website technician whom we have hired to, among other things, enhance our html source or description codes, namely, Keywords, on our website so that information is more easily susceptible to Yahoo! and Google's search "crawler" or “spider.”

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

Commitment of Our Principal Shareholder to Keep Us “Current” in Our “Reporting Obligations.”  

As has been previously reported in our Edgar filings, our principal shareholder, Uplift Holdings, intends to provide us with sufficient funding, throughout this fiscal year, to keep us current in our SEC reporting obligations.  This does NOT include advancing us the funds necessary to embark on a national or other advertising campaign.  The only caveat with regard to this commitment is if it is determined by us and our majority shareholder 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 year. Having said this, we will nonetheless be required to continue to evaluate our business plan.  At the expiration of this fiscal year, or earlier, and assuming that we have not been able to obtain the needed capital to expend on advertising, management will have to re-evaluate our overall plans, intentions and strategies and, in particular, Uplift Holdings will then have to evaluate whether, and to what extent, it wants to continue to fund our continued existence as a fully reporting company.   

This item is not applicable to smaller reporting companies.

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

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework . Our management has concluded that, as of March 31, 2011, our internal control over financial reporting was not effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation 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 report.

Inherent Limitations on Effectiveness of Controls.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.

As of March 31, 2011, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on the foregoing, we concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting.

In response to management’s assessment as of March 31, 2011 and also due to material weaknesses found in the Company’s annual report, the Company and management have implemented the following changes to internal control over financial reporting and believe that these additional controls will mitigate future breakdowns in internal control. Last year, we contracted with an outside accountant to take over some of the financial record keeping duties previously performed by our president.  This individual has been performing bookkeeping services and has past experience with manufacturing companies.  The Company has also implemented more post-closing procedures and reconciliation to meet compliance requirements.  The Company believes that this individual and these additional procedures will help to better address and mitigate those deficiencies noted in the Company’s prior reports.

Item 1. Legal Proceedings.

None.

This item is not applicable to smaller reporting companies.

None.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UPLIFT NUTRITION, INC. (Issuer)