Attached files
file | filename |
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EX-32 - Uplift Nutrition, Inc. | exh32.htm |
EX-31 - Uplift Nutrition, Inc. | exh31.htm |
EX-23 - Uplift Nutrition, Inc. | uplift10kconsent72214.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 2013
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ___________ to ___________
Commission File Number: 000-52890
UPLIFT NUTRITION, INC.
(Exact name of small business issuer as specified in its charter)
Nevada |
| 20-4669109 |
(State or other jurisdiction of incorporation or organization |
| (I.R.S. Employer Identification No.) |
|
|
|
2681 East Parleys Way, Suite 204 Salt Lake City, Utah |
| 84109 |
(Address of principal executive offices) |
| (Zip Code) |
801-322-3401
(Registrant's telephone number, including area code)
Securities registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which registered N/A N/A |
Securities registered under Section 12(g) of the Act:
Common Capital Voting Stock, $0.001 par value per share
(Title of Class)
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark whether the issuer is not required to file all reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 [X] No [ ]
1
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X] The issuer is not aware of any delinquent filers.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:
Large accelerated filer [ ] | Accelerated filed [ ] |
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]
REASON FOR FILING THIS AMENDED ANNUAL REPORT ON FORM 10-K/A
We hereby amend our earlier-filed Form 10-K to include, in Item 8 thereof, a revised auditor opinion from our current auditors that specifically describes the financial statements which they audited and in which we have labeled the cumulative periods in each applicable financial statement as unaudited. We have also attached an audit report from our prior auditors expressing an opinion for the periods they audited. The two audit reports combine to express an opinion upon all of the fiscal periods presented in this amended 10-K/A.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
We have audited the accompanying balance sheet of (the Company) as of and the related statements of operations, stockholders deficit and cash flows for the year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of as of , and the results of their operations and cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the Company has sustained losses of $1,581,112 from March 7, 2005 (date of inception) through December 31, 2013 including a loss of $54,207 for the year ending December 31, 2013. The Company has recognized minimal revenues from March 7, 2005 (date of inception) through December 31, 2013, which raises substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Sadler, Gibb & Associates, LLC
Salt Lake City, UT
April 15, 2014
3
Morrill & Associates, LLC
Certified Public Accountants
1448 North 2000 West, Suite 3
Clinton, Utah 84015
801-820-6233 Phone; 801-820-6628 Fax
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Uplift Nutrition, Inc. (A Development Stage Company)
Sandy, Utah
We have audited the accompanying balance sheet of Uplift Nutrition, Inc. (a development stage company) as of December 31, 2012 and the related statements of operations, stockholders deficit and cash flows for the year then ended and for the period from inception on March 5, 2005 through December 31, 2012. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Uplift Nutrition, Inc. (a development stage company) as of December 31, 2012 and the results of its operations and cash flows for the year ended December 31, 2012 and for the period from inception on March 5, 2005 through December 31, 2012 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not yet established a consistent source of revenue to cover its operating costs, has negative working capital, and has had operating loss since inception. These and other factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Morrill & Associates
Morrill & Associates
Clinton, Utah 84015
April 3, 2013
4
5
UPLIFT NUTRITION, INC. | |||||||||||
(A Development Stage Company) | |||||||||||
Statements of Operations | |||||||||||
| |||||||||||
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|
| For the Years Ended December 31, 2013 |
| For the Years Ended December 31, 2012 |
| From Inception on March 7, 2005 Through December 31, 2013 | |||
|
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| (unaudited) | |
|
|
|
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|
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|
| ||
NET REVENUES |
| $ | 517 |
| $ | 133 |
| $ | 29,137 | ||
|
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OPERATING EXPENSES |
|
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| ||
|
|
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|
|
|
|
|
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| Cost of sales |
|
| 7 |
|
| 22,234 |
|
| 83,028 | |
| Marketing |
|
| 1,096 |
|
| 1,360 |
|
| 212,953 | |
| Legal and professional fees |
|
| 41,339 |
|
| 65,057 |
|
| 655,834 | |
| Other general and administrative |
|
| 7,406 |
|
| 11,892 |
|
| 288,798 | |
| Salaries and wages |
|
| - |
|
| - |
|
| 215,250 | |
| Provision for non-collectible receivables |
|
| - |
|
| - |
|
| 12,480 | |
|
|
|
|
|
|
|
|
|
|
|
|
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| Total Operating Expenses |
|
| 49,848 |
|
| 100,543 |
|
| 1,468,343 |
|
|
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|
|
|
|
|
|
|
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LOSS FROM OPERATIONS |
|
| (49,331) |
|
| (100,410) |
|
| (1,439,206) | ||
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME |
|
|
|
|
|
|
|
|
| ||
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|
|
|
|
|
|
|
|
|
|
|
| Loss on Impairment |
|
| (1,711) |
|
|
|
|
| (1,711) | |
| Other income |
|
| - |
|
| - |
|
| 2,591 | |
| Loss on disposal of assets |
|
| - |
|
| - |
|
| (1,764) | |
| Interest expense - related party |
|
| (3,165) |
|
| (4,014) |
|
| (141,022) | |
|
|
|
|
|
|
|
|
|
|
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|
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| Total Other Income (Expense) |
|
| (4,876) |
|
| (4,014) |
|
| (141,906) |
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|
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|
|
|
|
|
|
|
LOSS BEFORE INCOME TAXES |
|
| (54,207) |
|
| (104,424) |
|
| (1,581,112) | ||
|
|
|
|
|
|
|
|
|
|
|
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| Income Taxes |
|
| - |
|
| - |
|
| - | |
|
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|
|
|
|
|
|
|
|
|
NET LOSS |
| $ | (54,207) |
| $ | (104,424) |
| $ | (1,581,112) | ||
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BASIC AND DILUTED LOSS PER SHARE OF |
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| |||
| COMMON STOCK |
| $ | (0.00) |
| $ | (0.01) |
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| |
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WEIGHTED AVERAGE NUMBER OF |
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SHARES OUTSTANDING |
|
| 13,692,597 |
|
| 7,648,444 |
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|
The accompanying notes are an integral part of these financial statements. |
6
7
UPLIFT NUTRITION, INC. | ||||||||||||
(A Development Stage Company) | ||||||||||||
Statements of Cash Flows | ||||||||||||
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| From Inception | ||
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| on March 7, | ||
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| For the Years Ended |
| 2005 Through | ||||||
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| December 31, |
| December 31, | ||||||
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| 2013 |
| 2012 |
| 2013 | ||||
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| (unaudited) | ||
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OPERATING ACTIVITIES |
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| ||||
| Net loss | $ | (54,207) |
| $ | (104,424) |
| $ | (1,581,112) | |||
Adjustments to reconcile loss |
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| ||||
to cash flows from operating activities |
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|
| ||||
| Depreciation and amortization |
| 909 |
|
| 1,124 |
|
| 28,617 | |||
| Recovery of contingency accrual |
| - |
|
| - |
|
| 7,826 | |||
| Provision for accounts receivable |
| - |
|
| - |
|
| 12,480 | |||
| Stock issued for services |
| - |
|
| 12,000 |
|
| 557,750 | |||
| Loss on disposal of website |
| - |
|
| - |
|
| 1,764 | |||
| Inventory obsolescence |
| - |
|
| - |
|
| 11,234 | |||
| Loss on impairment |
| 1,711 |
|
| - |
|
| 1,711 | |||
Changes in operating assets and liabilities |
|
|
|
|
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|
|
| ||||
| Inventory |
| 623 |
|
| 21,551 |
|
| (11,347) | |||
| Accounts receivable |
| - |
|
| - |
|
| (12,480) | |||
| Accounts payable |
| (17,031) |
|
| 9,002 |
|
| (7,398) | |||
| Accrued interest related party |
| 3,165 |
|
| 3,946 |
|
| 138,627 | |||
|
| Net Cash Provided by (Used |
|
|
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|
|
| ||
|
| in) Operating Activities |
| (64,830) |
|
| (56,801) |
|
| (852,328) | ||
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INVESTING ACTIVITIES |
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| ||||
| Purchases of fixed assets |
| - |
|
| - |
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| (3,296) | |||
| Payments for website development |
| - |
|
| - |
|
| (23,061) | |||
| Payments for indefinite-life intangible assets |
| - |
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| - |
|
| (5,735) | |||
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| Net Cash Used in Investing Activities |
| - |
|
| - |
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| (32,092) | ||
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FINANCING ACTIVITIES |
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| ||||
| Bank overdraft |
| (300) |
|
| (2,874) |
|
| - | |||
| Proceeds from issuance of common stock |
| - |
|
| - |
|
| 1,000 | |||
| Shareholder contributions |
| - |
|
| - |
|
| 42,441 | |||
| Net advances from shareholders |
| 68,111 |
|
| 59,675 |
|
| 843,960 | |||
|
| Net Cash Provided by Financing Activities |
| 67,811 |
|
| 56,801 |
|
| 887,401 | ||
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NET INCREASE IN CASH |
| 2,981 |
|
| - |
|
| 2,981 | ||||
CASH AT BEGINNING OF PERIOD |
| - |
|
| - |
|
| - | ||||
CASH AT END OF PERIOD | $ | 2,981 |
| $ | - |
| $ | 2,981 | ||||
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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| NON-CASH FINANCING ACTIVITIES: |
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| Stock issued for conversion of debt | $ | - |
| $ | 77,220 |
| $ | 897,384 | ||
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The accompanying notes are an integral part of these financial statements. |
8
UPLIFT NUTRITION, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012
Note 1 Summary of Significant Accounting Policies
Business and Basis of Presentation
Uplift Nutrition, Inc. (the Company), a Nevada corporation, is engaged in the business of manufacturing and distributing a nutritional supplement drink mix. The Companys 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 FASB ASC 915-10. 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 effected 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 with NMH being the accounting survivor and the operating entity. The accompanying financial statements reflect the operations 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.
Companys 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 approximately a 74% owner of the Company.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Inventory
Inventory is carried at the lower of cost or market, as determined on the first-in, first-out method and is periodically evaluated for obsolescence.
Receivables
Accounts Receivable generally consists of trade receivables arising in the normal course of business. The Company establishes an allowance for doubtful accounts that reflects the Companys 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, 2013 and 2012 was $-0- .
Website Costs
The Company has adopted the provisions of FASB ASC 350. Costs incurred in the planning stage of a website are expensed while costs incurred in the development stage are capitalized and amortized over the estimated three-year life of the asset.
Intangible Assets
Intangible assets consist of indefinite-life intangible assets which include patents and trademarks. The Company accounts for indefinite-life intangible assets in accordance with FASB ASC 350 and accordingly reviews these assets at least annually for impairment.
9
UPLIFT NUTRITION, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012
Note 1 Summary of Significant Accounting Policies (Continued)
Revenue Recognition
The Company recognizes revenue when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, product has been shipped or delivered to the customer, the right of return has expired, the price and terms are finalized, and collection of the resulting receivable is reasonably assured. Products are shipped FOB shipping point at which time title passes to the customer.
The Company records revenue net of sales discounts, including coupons, sales incentives, and volume discounts. 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. Coupons are recorded as a discount in revenue. Total discounts for the years ended December 31, 2013 and 2012 were $-0-.
Advertising Cost
Cost incurred in connection with advertising and marketing of the Companys products are expensed as incurred. Such costs amounted to $1,096 and $1,360 for the years ended December 31, 2013 and 2012, respectively.
Research and Development Cost
The Company expenses research and development costs for the development of new products as incurred. Such costs for the years ended December 31, 2013 and 2012 were $-0-.
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 Companys 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 FASB ASC 740-10. This statement requires an asset and liability approach for accounting for income taxes.
Loss Per Share
The Company calculates loss per share in accordance with FASB ASC 260. Basic earnings/loss per common share are based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on weighted average number of common shares outstanding during the period plus potentially dilutive common shares from common stock equivalents. The Company has no common stock equivalents for all periods presented.
Fair Value of Financial Instruments
On January 1, 2008, the Company adopted FASB ASC 820-10-50, Fair Value Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.
10
UPLIFT NUTRITION, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012
Note 1 Summary of significant Accounting Policies (continued)
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 periods presentation. The effect of these reclassifications had no impact on net losses, 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 $1,581,112 from March 7, 2005 (inception) through December 31, 2013 including a loss of $54,207 for the year ended December 31, 2013. The Company has recognized minimal revenue during its developmental stage (from March 7, 2005 (inception) through December 31, 2013), which raises substantial doubt about the Companys 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.
Note 3 Related Party Transactions
A shareholder of the Company made multiple advances and paid operating expenses on behalf of the Company to the Company beginning in the 2008 fiscal year and continuing through 2013. The balance of these advances (net of repayments) was $81,811 and $13,700 at December 31, 2013 and 2012, respectively. The advances are unsecured, accrue interest at an annual rate of eight percent and are payable on demand. As of December 31, 2013 and 2012, the Company has accrued interest due on these notes in the amounts of $3,392 and $227, respectively.
Note 4 Inventory
Inventory consists of the following:
|
| December 31, 2013 |
| December 31, 2012 |
Raw materials and supplies |
| $ - |
| $ - |
Finished goods |
| 113 |
| 736 |
Total inventory |
| $ 113 |
| $ 736 |
During the 2012 fiscal year, old inventories totaling $22,210 were written off due to obsolescence.
11
UPLIFT NUTRITION, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012
Note 5 Intangible Assets
Intangible assets consist of Trademark application costs totaling $6,593 as of December 31, 2013 and 2012 relating to nutritional supplements sold under the Active Uplift label. These intangibles are amortized on a straight line basis over their estimated useful life of 10 years. Accumulated amortization at December 31, 2013 and 2012 was $4,882 and $3,973, respectively. Trademarks were fully impaired during the year, due to the fact that they were not renewed, subsequent to the year end. Patents were $0.00, and accumulated amortization was $0.00 at December 31, 2013.
Note 6 Income Taxes
The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10. FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
At December 31, 2014 the Company had net operating loss carryforwards of approximately $536,651 that may be offset against future taxable income through 2034. No tax benefits have been reported in the financial statements, because the potential tax benefits of the net operating loss carry forwards are offset by a valuation allowance of the same amount.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in the future.
Net deferred tax assets consist of the following components as of December 31, 2013 and 2012:
| 2013 |
| 2012 |
Deferred tax assets: |
|
|
|
NOL Carryover | $ (536,651) |
| $ (518,221) |
Common stock issued for services | 185,381 |
| 185,381 |
Valuation allowance | 531,270 |
| 332,840 |
|
|
|
|
Net deferred tax asset | $ - |
| $ - |
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the years ended December 31, 2013 and 2012 due to the following:
| 2013 |
| 2012 |
Current Federal Tax | $ - |
| $ - |
Current State Tax | - |
| - |
Change in NOL Benefit | 18,430 |
| 35,504 |
Valuation allowance | (18,430) |
| (35,504) |
| $ - |
| $ - |
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UPLIFT NUTRITION, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012
Note 6 Income Taxes (Continued)
At December 31, 2013, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months.
The Company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in the provision for income taxes. As of December 31, 2013 and 2012, the Company had no accrued interest or penalties related to uncertain tax positions.
The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2013, 2012 and 2011.
Note 7 Loss Per Share
The following data shows the amounts used in computing loss per share and the effect on income and the weighted average number of shares of potential dilutive common stock for the years ended December 31,
|
| 2013 |
| 2012 |
Net loss (numerator) |
| $ (54,202) |
| $ (104,424) |
Weighted average shares outstanding (denominator) |
| 13,692,597 |
| 7,648,444 |
Basic and fully diluted net loss per share amount |
| $ (0.00) |
| $ (0.01) |
For the years ended December 31, 2013 and 2012, the Company had no potentially dilutive common stock equivalents issued.
Note 8 Stockholders Equity
As of December 31, 2013 the Company had 0 shares of $0.001 par value preferred stock issued and outstanding.
As of December 31, 2013 and 2012, the Company had 13,692,597 shares of $0.001 par value common stock issued and outstanding and an additional 329,501 shares held by the Transfer Agent in reserve to satisfy shares issued through a lost instrument bond, should the holder of an outstanding certificate for stock in the original merger submit his shares in trade for shares in Uplift Nutrition, Inc.
In December 2011 the Company affected a 1 for 20 reverse stock-split with respect to all shares of common stock outstanding. All references in the financial statements to common stock activity prior to December 2011 have been retroactively restated to reflect the effects of this reverse stock-split.
In September 2012 the Company issued 7,720,000 shares of common stock in satisfaction of stockholder advances in the amount of $71,675 and associated accrued interest in the amount of $5,545 or $0.01 per share.
In September 2012 the Company issued 1,200,000 shares of common stock for services valued at $12,000 or $0.01 per share.
In November 2011 the Company authorized 10,000,000 shares of preferred stock. The Board of Directors has been given the authority to designate the rights and preferences relative to any preferred shares. As of this date, it has not done so.
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UPLIFT NUTRITION, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012
Note 8 Stockholders Equity (Continued)
In August 2011 the Company issued 2,500,000 shares of common stock in satisfaction of stockholder advances in the amount of $181,974 and associated accrued interest in the amount of $128,026 or $0.124 per share.
In December 2010 the Company issued 875,000 shares of common stock in satisfaction of stockholder advances in the amount of $350,000 or $0.40 per share.
In September 2010 the Company issued 159,250 shares of common stock in satisfaction of stockholder advances in the amount of $158,500 and associated accrued interest in the amount of $1,664 or $1.00 per share.
During 2009 the Company issued 27,500 shares of common stock for services valued at $247,500 or $9.00 per share.
During 2007 the Company issued 2,500 shares of common stock for services valued at $20,000 or $8.00 per share.
During 2006, the Company issued 66,250 shares of common stock for services valued at $278,250 or $4.20 per share, of which 51,250 shares were issued to officers/directors of the Company.
In June 2006 the Company issued 142,097 shares of common stock as part of a stock offering.
Members Contribution Prior to NHM being acquired by Uplift Nutrition, Inc., the members contributed $10,511 and $31,930 during 2006 and 2005, respectively.
Note 9 Commitments and Contingencies
Additional Unrecorded Common Stock Certificates As a result of shareholders holding stock certificates that did not appear on the Companys current shareholder list, the Company issued 9 common shares, which have been included in the 142,097 shares accounted for as issued in the stock offering transaction. While the Company has no reason to believe that any additional unrecorded certificates exist, the Company believes it is in the best interest of the shareholders to disclose the possible commitment. Should any additional unrecorded shares be turned in, the Company will perform the necessary procedures to validate the new shareholders claim prior to issuing the shares.
Note 10 Recent Accounting Pronouncements
The Company has reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to our company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the years ended December 31, 2013 and 2012.
Note 11 Subsequent Events
On Febaruary 25, 2014 the Company issued 200,000 shares of common stock to an unrelated third party for services rendered. The shares were valued at $0.01 per share, resulting in an aggregate expense of $2,000.
The Company has evaluated events occurring after the date of our accompanying balance sheets through the date the financial statement were filed. The Company has not identified any material subsequent events requiring adjustment to our financial statements.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following Exhibits are filed as a part of this amended Annual Report on Form 10K/A :
|
|
Exhibit Number | Description |
23.1 | Consent of Douglas W. Morrill, CPA |
31 | Sarbanes-Oxley Section 302 Certification |
32 | Sarbanes-Oxley Section 906 Certification |
* Summaries of all exhibits contained within this Annual Report are modified in their entirety by reference to the foregoing Exhibits.
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SIGNATURES
In accordance with the provisions of the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder, UPLIFT NUTRITION, INC., has duly caused this Annual Report on Form 10-K/A for its fiscal year ended December 31, 2013, to be signed on its behalf by the undersigned, thereunto duly authorized.
UPLIFT NUTRITION, INC., Issuer
Date: | July 23, 2014 |
| By: | /s/Gary C. Lewis |
|
|
|
| Gary C. Lewis |
|
|
|
| President, Chief Executive Officer and CFO (Principal Accounting and Financial Officer |
Date: | July 23, 2014 |
| By: | /s/ Gary C. Lewis |
|
|
|
| Gary C. Lewis |
|
|
|
| Chairman of the Board |
16