UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

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 (Mark One)

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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2011

OR

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

STRIKE AXE, INC.

(Exact name of registrant as specified in its charter)

 267 W 1400 S, Suite 101, St. George, UT  84790

(Address of Principal Executive Offices)

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800-541-9469  

(Issuer Telephone number)

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21724 E. Stanford Circle, Elkhorn, Nebraska 68022

(Former Name or Former Address if Changed Since Last Report)

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.   Yes ¨  No þ

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  þ  No o

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

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

The number of shares outstanding of the Registrant’s common stock as of January 16, 2012, was 26,352,511 shares of common stock.

PART I-FINANCIAL INFORMATION

Item 1.  Financial Statements

See notes to unaudited interim financial statements.

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See notes to unaudited interim financial statements.

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See notes to unaudited interim financial statements.

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STRIKE AXE, INC.

NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

The financial statements presented herein have been prepared by us in accordance with the accounting policies described in our February 28, 2011 audited financial statements and should be read in conjunction with the Notes to Financial Statements which appear in that report.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to income taxes, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates.

In the opinion of management, the information furnished in these interim financial statements reflects all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three and nine-month periods ended November 30, 2011 and 2010. All such adjustments are of a normal, recurring nature. The financial statements do not include some information and notes that would substantially duplicate the disclosure contained in our February 28, 2011 audited financial statements.

The Company has  accumulated  losses  since  inception,  has no assets,  has a net loss of $11,048 for the nine months ended November 30, 2011, and has negative cash flows from operating activities.  These factors raise substantial doubt about the Company's ability to continue as a going concern. Management plans include continuing to explore business development opportunities.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Due Related Parties: Amounts due related parties consist of regulatory compliance expenses paid directly by and cash advances received by affiliates. These amounts totaled $3,012 at November 30, 2011.

Contributed services: The total of these expenses was $9,000 for each of the nine-month periods ended November 30, 2011 and 2010 and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.

The note is convertible at the option of the holder at any time and from time to time into our common stock at a fixed conversion price of $0.012 per share and matured on December 7, 2010. The note was in default on November 30, 2011 and was subsequently converted.

On December 5, 2011 (the "Effective Time"), pursuant to an Agreement and Plan of Reorganization, dated as of November 29, 2011, by and among the Company and Nutritional Concepts Corp, (the "Reorganization  "), Nutritional Concepts Corp was acquired by the Company and as a result of the Reorganization, Nutritional Concepts Corp became a wholly owned subsidiary of the Company.  Prior to the Reorganization, there were 6,101,049 shares of the common stock, par value $.0001 per share of the Company (the "Common Stock") outstanding, pursuant to the Reorganization (a) each of the 16,978,764 outstanding shares of the common stock of Nutritional Concepts Corp (the “ Nutritional Concepts Common Stock") was exchanged for 1 share of Common Stock, and (b) each of the 5,000,000 outstanding options to purchase common stock of Nutritional Concepts Corp (the “Nutritional Concepts Options”) was exchanged for 1 option to purchase Strike Axe common stock for a total of 23,079,813 shares of Common Stock and 5,000,000 options outstanding immediately following the Reorganization.

In December 2011 and January 2012, the Company’s $30,000 convertible promissory note plus outstanding interest (total $37,558) was converted into common stock at the rate of $0.012 per share, per the contract.  Total shares issued were 3,129,840.

In January 2012, the Company issued 142,858 restricted common shares to an “accredited investor” for cash at a purchase price of thirty-five cents ($0.35) per share for a total purchase price of $50,000.

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Item 2.  Management’s Discussion and Analysis or Plan of Operation

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated.  The discussion should be read in conjunction with our financial statements and the notes presented herein.  In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-Q.

Executive Overview

This report presents the financial statements for the nine-month period ended November 30, 2011.  During that period the Company was a shell company organized as a vehicle to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On December 5, 2011, pursuant to an Agreement and Plan of Reorganization, and among, the Company and Nutritional Concepts Corp, Nutritional Concepts Corp was acquired by the Company and as a result of the reorganization, Nutritional Concepts Corp became a wholly owned subsidiary of the Company.

Our Operations

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On December 5, 2011, pursuant to an Agreement and Plan of Reorganization, and among, the Company and Nutritional Concepts Corp, Nutritional Concepts Corp was acquired by the Company and as a result of the reorganization, Nutritional Concepts Corp became a wholly owned subsidiary of the Company.  

Nutritional Concepts Corp develops, manufactures through third party vendors, markets and distributes branded and private label vitamins and nutritional supplements in the United States and throughout the world.   We offer a broad range of capsules, tablets and powders. Our portfolio of recognized brands has historically been marketed through wholesale distribution channels, including the Mega Pro® line of products.  It is our plan to market through wholesale distribution channels and through internet sales channels. However, as of the filing date of this report we have not generated significant sales and our operations have been limited to developing our business plan.

We are currently poised to market several proprietary products called Proflex and PureLife Cleanse.  We are using traditional wholesale distribution channels and the internet as marketing tools to reach potential customers for our products.   Our target market is between 16-75 years old, both male and female, a world-wide audience that is interested in a healthier lifestyle through wellness and nutrition.  

We intend to market a broad line of specialty supplements, vitamins and minerals under the Nutritional Concepts and Mega Pro® brands.  The Mega Pro® brand has been available to consumers for over 28 years. The Mega Pro® brand emphasizes high quality and natural ingredients, primarily consisting of tablet, capsule, powder and softgel product forms.

We do not manufacture our products, but rather, have contracted with third parties who manufacture and package our products.  We then store our products in our warehouse from which we fulfill and ship orders for customers.

Overview and Financial Condition

During the nine month period ended November 30, 2011 our Company did not have significant operations.  As of the date of this report, Nutritional Concepts Corp operations have included developing a business plan, marketing strategy, website and promotional and advertising materials as well as developing Proflex products.

Results of Operations

Strike Axe, Inc. had no revenues in the three or nine months ended November 30, 2011 and 2010.  Our operating expenses for the nine months ended November 30, 2011 were $9,248 compared to $11,764 in 2010.  All of our operating expenses were general and administrative expenses. Included in operating expenses was a $9,000 charge in each year for the recognition of the services and office space provided without cost by our sole director and officer. The charge is recognized as a contribution to paid-in capital.  Interest expense in 2011 of $1,800 consists of an increase in accrued interest of $1,800 and in 2010 consists of amortization of the loan discount of $11,250 and an increase in accrued interest of $1,800.   

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Liquidity and Capital Resources

We had no cash as of November 30, 2011. Our liabilities totaling $65,910 consisted of accounts payable of $750 and accruals for professional services rendered on our behalf through that date of $25,000; accrued interest of $7,148: advances from officers of $3,012 and the $30,000 carrying value of the note payable. Our shareholders’ deficit totaled $65,910 at November 30, 2011. Our retained deficit at November 30, 2011 was $134,910.   

On December 7, 2008 we issued a $30,000 convertible promissory note. The note bears interest at 8% per annum until paid or converted. The note is convertible at the option of the holder at any time and from time to time into our common stock at a fixed conversion price of $0.012 per share and matured on December 7, 2010.  We used the loan to reduce amounts owed to related parties

Moving forward, the Company anticipates meeting its liquidity needs through the sale of nutritional products, advances from our officers or through the sale of our common stock.  Our need for capital may change dramatically as our operations develop.  

Off Balance Sheet Transactions

None.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.

Item 4.  Controls And Procedures