UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K/A #2

(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)

801-322-3401

(Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act:

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 [  ]

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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:

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 #2 to correct for an inadvertent issue caused during the Edgar process which resulted in information missing on page 3 of the document.  No other changes have been made.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTRY DATA.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Uplift Nutrition, Inc.

We have audited the accompanying balance sheet of Uplift Nutrition, Inc.   (the Company) as of December 31, 2013 and the related statements of operations, stockholders’ deficit and cash flows for the year then ended.  These financial statements are the responsibility of the Company’s 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 Company’s 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.  as of December 31, 2013, 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. Management’s 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

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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 Company’s 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 Company’s 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 Company’s ability to continue as a going concern. Management’s 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

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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.

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.  

Member’s 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 Company’s 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 shareholder’s 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.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

* Summaries of all exhibits contained within this Annual Report are modified in their entirety by reference to the foregoing Exhibits.