UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

EXCHANGE ACT OF 1934

For the  quarterly period ended March 31, 2015

( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ___________ to ____________

Commission File Number:  000-52890

UPLIFT NUTRITION, INC.

 (Exact name of registrant 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)

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 [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 [X] 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 ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

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:

Class		Outstanding as of May 14, 2015
Common Capital Voting Stock, $0.001 par value per share		13,892,597 shares

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.

PART 1 - FINANCIAL INFORMATION      

Item 1. Financial Statements.

UPLIFT NUTRITION, INC.
Balance Sheets
ASSETS
			March 31,			December 31,
			2015			2014
			(Unaudited)
CURRENT ASSETS
	Cash		$	7,937		$	10,499
	Accounts receivable, net			-			300
	Inventory			2,107			355
		Total Current Assets		10,044			11,154
		TOTAL ASSETS	$	10,044		$	11,154
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	12,426		$	13,672
	Accrued interest payable - related party			3,395			2,463
	Due to related parties			47,312			41,312
	Notes payable			60,000			60,000
		Total Current Liabilities		123,133			117,447
		TOTAL LIABILITIES		123,133			117,447
STOCKHOLDERS' DEFICIT
	Common stock, $0.001 par value; 100,000,000 shares
	authorized, 13,892,597 shares issued and outstanding			13,893			13,893
	Additional paid-in capital			1,485,152			1,485,152
	Accumulated deficit			(1,612,134)			(1,605,338)
		Total Stockholders' Deficit		(113,089)			(106,293)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	10,044		$	11,154
The accompanying notes are an integral part of these financial statements.

UPLIFT NUTRITION, INC.
Statements of Operations
(Unaudited)
				For the Three Months Ended
				March 31,
				2015			2014
NET REVENUES				$	-		$	-
OPERATING EXPENSES
	Legal and professional fees				4,004			3,436
	General and administrative				676			895
		Total Operating Expenses			4,680			4,331
LOSS FROM OPERATIONS					(4,680)			(4,331)
OTHER EXPENSE
	Interest expense				(2,116)			(1,614)
		Total Other Expense			(2,116)			(1,614)
LOSS BEFORE INCOME TAXES					(6,796)			(5,945)
	Income Taxes				-			-
NET LOSS				$	(6,796)		$	(5,945)
BASIC AND DILUTED LOSS PER SHARE
OF COMMON STOCK				$	(0.00)		$	(0.00)
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING					13,892,597			13,801,486
The accompanying notes are an integral part of these financial statements.

UPLIFT NUTRITION, INC.
Statements of Cash Flows
(Unaudited)
				For the Three Months Ended
				March 31,
				2015			2014
OPERATING ACTIVITIES
	Net loss			$	(6,796)		$	(5,945)
Adjustments to reconcile net loss
to net cash flows from operating activities:
	Stock issued for services				-			840
Changes in operating assets and liabilities
	Inventory				(1,752)			(407)
	Accounts receivable				300			-
	Accounts payable and accrued expenses				(1,246)			3,003
	Accrued interest – related party				932			1,614
		Net Cash Used in Operating Activities			(8,562)			(895)
INVESTING ACTIVITIES					-			-
FINANCING ACTIVITIES
	Proceeds from related party payable				6,000			-
		Net Cash Provided by Financing Activities			6,000			-
NET DECREASE IN CASH					(2,562)			(895)
CASH AT BEGINNING OF PERIOD					10,499			2,981
CASH AT END OF PERIOD				$	7,937		$	2,086
SUPPLEMENTAL CASH FLOW INFORMATION:
	NON-CASH FINANCING ACTIVITIES:			$	-		$	-
The accompanying notes are an integral part of these financial statements.

UPLIFT NUTRITION, INC.

Notes to the Financial Statements

March 31, 2015 and December 31, 2014

(Unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2015, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2014 audited financial statements.  The results of operations for the periods ended March 31, 2015 are not necessarily indicative of the operating results for the full years.

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 $1,612,134 from June 7, 2005 (inception) through March 31, 2015, including a loss of $6,796 for the three months ended March 31, 2015. Furthermore, the Company has recognized only minimal revenue since its inception, which raises substantial doubt about the Company’s 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 – 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 Company’s operations are based in Salt Lake City, Utah. 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.

UPLIFT NUTRITION, INC.

Notes to the Financial Statements

March 31, 2015 and December 31, 2014

(Unaudited)

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Business and Basis of Presentation (Continued)

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.

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.

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.

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.  All of the Company’s inventory is finished goods.

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 Company’s 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.  As of March 31, 2015 and December 31, 2014 the Company’s allowance for doubtful accounts was $-0-.  The net balance of accounts receivable at December 31, 2014 and 2013 was $-0- and $300 respectively.  

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 periods ended March 31, 2015 and 2014 were $-0-.

NOTE 4 – RELATED PARTY TRANSACTIONS

A shareholder of the Company has made multiple cash advances to the Company, beginning in the 2008 fiscal year and continuing through March 31, 2015.  Through December 31, 2014 the advances totaled 41,312.  During the three months ended March 31, 2015, the shareholder advanced an additional $6,000.  The note is unsecured, accrues interest at a rate of eight percent per annum, and is due on demand.  The outstanding balance on the note totaled $47,312 and 41,312 at March 31, 2015 and December 31, 2014, respectively.  As of March 31, 2015 and December 31, 2014, the Company had accrued interest due on the note in the amounts of $3,395 and $2,463, respectively.

NOTE 5 – NOTES PAYABLE

On July 3, 2014 the shareholder assigned $60,000 of the advances in the form of an unsecured Note Payable to another individual.  The Note is unsecured accrues interest at eight percent per annum, and is due on demand.  As of March 31, 2015 and December 31, 2014, the Company had accrued interest due on the note in the amounts of $9,151 and $7,967, respectively

NOTE 6 – STOCKHOLDERS’ EQUITY

On February 11, 2014 the Company issued 200,000 shares of common stock to an officer and director for services rendered.  The shares were valued at $0.0042 per share, resulting in an aggregate expense of $840.

As of March 31, 2015 and December 31, 2014, the Company had 13,892,597 common shares 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.

NOTE 8 – RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.

NOTE 9 – SUBSEQUENT EVENTS

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 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.    

Early last year, we took on a new product called Gray-to-Great.  During the fourth quarter of last year, we took on an additional product that we are also currently marketing as described below.  This new product is Mitigator®.  

We are excited to have been able to add these two new products to our product sales line.  See our website, www.upliftnutritioninc.com.  See also our Annual Report on Form 10-K filed on April 15, 2015.  During the quarter, we longer offered All Day Energy Spray®,  Tonify or X-Mint for sale through our website.  

Principal Products or Services Offered and Their Markets

Gray-to-Great

As disclosed in previous EDGAR filings, on March 21, 2014, we entered into a non-exclusive dealer agreement with Nylasan, LLC (“Nylassan”), a Utah based re-seller of neutraceuticals, to market their product “Gray-to-Great.”  Gray-to-Great is an all-natural anti-graying formula that will restore graying hair on both males and females to its natural color.  It is made from the following basic ingredients:  vitamin B6, folic acid, biotin, pantothenic acid, zinc, catalase, horse tail, saw palmetto, plant sterols, nettle root extract, chlorophyll, fo ti powder, barley grass juice powder and other ingredients.  The product has been used by individuals who have reported back to the manufacturer that, within 60 to 90 days, they have seen a distinct reduction in the gray color of their hair, back to a more natural color.

Nylassan is not the actual manufacturer of Gray-to-Great.  Instead, it buys product from a “white label” manufacturer known as Private Label Neutraceuticals, LLC (“Private Label”), located in Norcross, Georgia, whose website is www.privatelabelnutra.com .  Private Label manufactures a variety of health food products and sells them on a “white label” basis to various distributors such as Nylassan.  Distributors can then re-label the product as they wish. Gray-to-Great was developed and is manufactured by Private Label in pill form and should be taken at least twice daily up to as many as three doses per day.  One positive aspect of our arrangement with Nylassan, our lead distributor, is that it is less than 50 miles from our location.  For this reason, if necessary, we can easily obtain more product to distribute as needed.  The close proximity of Nylassan also allows us take a closer look at other Nylasan products that we might wish to add to our marketing program in the future, decisions on which have not as yet been made.  Our non-exclusive agreement with Nylassan allows us the ability to add new products to our inventory and the time needed to decide whether we want to take on new products offered by it.  

If a person goes to www.privatelabelnutra.com and types the word “gray” in the search engine, one can pull up testimonials related to Private Label’s “anti-graying formula.”  

The product sells at the retail level at $9.95 per 60 pills, which would normally last for up to 1 month.  The suggested retail price is very competitive with topical anti-gray products that are currently sold on the market today.  Unlike some topical anti-gray products, this product is all natural, and taken into the body to naturally change the hair color.

Since Gray-to-Great is an ingested product, we have been assured from Nylasan that it has products liability insurance on the product covering any liability to Nylasan distributors, including a commitment to defend litigation.  We are also informed that Private Label also has extensive products liability insurance.  

We are excited to have been able to add this new product to our product sales line during 2014.  See our website, www.upliftnutritioninc.com.  We may also consider selling other products on our website currently offered by Nylassan, our master distributor mentioned above, all as per our current distributorship agreement with it.

 

Mitigator®

After the end of the fourth quarter, our management entered into an distributorship agreement with a related party to take on the sale of a new anti-itch, sting and bite cream product designed to resolve insect sting and bite trauma known as Mitigator ®.    See www.mitigator.net.  Mitigator® works by:

· Removing the top layer of dead skin

· Opening and softening the skin ’ s pores

· Drawing the toxins from the open pores

· Creating circulation, thereby forcing toxins through the open pores to the surface

· Neutralizing the toxins and cleansing the affected area

· Satisfying the impulse to scratch

Under this agreement, we have become a Mitigator ® distributor whereby we obtain wholesale pricing as a re-seller.  We are pleased to announce that we sold approximately $8,000 of this new product during the fourth quarter of 2014.    

Our Website

Approximately 2 years ago, we redesigned of our principal Uplift website.  We also shut down or discontinued our former websites, www.epigaia.com, www.alldayenergyspray.com, and www.upliftenergy.com in favor of just the one website.  During last year, we spent considerable time and energy revamping and modernizing www.upliftnutritioninc.com and strongly encourage any investor or interested person to visit this website.

Our newest products, Grey-to-Great and Mitigator® were added to our web-site last year with online purchase ability.  Sales through the website have been slower than anticipated.  

Inventory

We no longer carry inventory of Active UpLift® and All Day Energy Spray®, Tonify or X-Mint.

We recently increased our inventory of Gray-to-Great and Mitigator® after the end of the quarter.  As of our first quarter ended March 31, 2015, we had sufficient inventory of Gray-to-Great and Mitigator® in inventory.   

With regard to Gray-to-Great, its particular manufacturer has several thousands of bottles of Gray-to-Great on hand and can mix and process a new supply in fairly short order as our inventory dwindles.  With regard to Mitigator®, we can obtain new product quickly.  If we do encounter an inventory problem, we are able to obtain either product relatively quickly for sale.  

Marketing

Because we are no longer marketing our principal energy drink products, not to mention Tonify and X-Mint, and given that we only began marketing two entirely new products early and late last year, we do not believe that comparing cost of goods sold and other comparisons for the same periods in 2015 and 2014 is particularly relevant or meaningful.

We have spent nominal funds marketing expenses for the quarters ended March 31, 2015 March 31, 2014.  This is because, in large part, we have lacked working capital for such purposes.   

Shipping

Our products are light weight and inexpensive to ship through the US Postal Service or one of the private shipping services.  We pass this cost on to the customer.  

Liquidity and Capital Requirements

As of our first quarter ended March 31, 2015, we had $7,937 in cash in our bank account.  What we have in our checking or bank account at any given time is insignificant inasmuch as our working capital has historically been provided by our majority shareholder. Though we are accruing 8% interest per annum on the amounts provided by our majority shareholder, these advances do not require interest payments at the present time and, unless or until we become profitable, we do not believe that it likely that our agreement with our majority shareholder, H. Deworth Williams, would be modified to require such. Mr. Williams’ loans are considered or designated by us as "advances" inasmuch as they do not require that we pay interest payments unless demand is made to do so.  While we accrue interest or keep track of what it is, at present, we have no way of paying any interest payments to Mr. Williams.  As of our quarter end, we have accrued $3,395 in interest due and owing on the note.  Mr. Williams’s note has a $47,312 aggregate principal balance as of March 31, 2015.  During the quarter, Mr. Williams advanced us an additional $6,000.  In the event we modify our oral agreement in the future with him so that we are required to pay interest, we do not believe it would have any material impact on us or our liquidity because both we and Mr. Williams would not agree to such a modification unless we were profitable and could afford to make such interest payments.

We hope to be able to satisfy our cash requirements for at least the next 18 months in that our majority shareholder has committed himself 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 year.  Our majority shareholder lacks the capital and resources to fund advertising campaign, particularly given that we have come to realize how expensive such an endeavor really is.   

We believe that an 18-month period is consistent with the disclosure in our PLAN OF OPERATION described below in that we believe that within that time, 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 within the next year that we will NOT be successful and that our business plan is or will be a failure for reasons which we can only imagine, 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 at the expiration of 18 months from now, 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 next 18 months or 2 years, particularly if it appears that we will indeed be able to successfully carry out our business plan if we continue beyond the year.  If our majority shareholder does not desire to loan or advance us sufficient funds 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 at this time.

Selected Financial Data

Because, under current management, we have not been operating long enough to generate significant sales at the present time of our two new products introduced by us just last year, selected financial data would not be particularly meaningful.  Reference is made to Part I above titled “Financial Statements” and our audited financial statements included in Part F/S of our 2014 Annual Report on Form 10-K recently filed on EDGAR.  Reference is also made to the subsection immediately above titled “Liquidity and Capital Requirements.”  We are still a development stage company and due to current economic conditions and the fact that we only began last year to market 2 new products, we generated or realized less than $10,000 in revenues from our operations during our fiscal year ended December 31, 2014.  Our lack of substantial revenue and sales is currently a result of Mr. Williams only recently obtaining shareholder voting control of us and our not yet having established normalized operations with regard to our two new products that would generate significant revenue or establish a pattern of expenditures that correlate with revenue pertaining to previous quarters.  Having said this, a substantial amount of funds has been invested in us since 2007 by Mr. Williams’ predecessor, Uplift Holdings, LLC.

Results of Operations

Three Months Ended March 31, 2015 and 2014

Loss from Operations

We did not realize revenues for the three-month periods ended March 31, 2015 and 2014. During the three months ended March 31, 2015 (“first quarter”), we recorded total operating expenses of $4,680, consisting of $4,004 in professional fees and $676 in general and administrative expenses. In the comparable first quarter of 2014, we recorded operating expenses totaling $4,331, consisting of $3,436 in professional fees and $895 in general and administrative expenses.  

Other Expenses

During the three month periods ended March 31, 2015 and 2014 we recorded interest expense totaling $2,116 and $1,614, respectively.

Net Loss

The above factors resulted in a net loss for the first quarter ended March 31, 2015 in the amount of $6,796 ($0.00 per share), compared to net loss of $5,945 ($0.00 per share) for the first quarter ended March 31, 2014.

Liquidity and Capital Resources

Total assets at March 31, 2015 were $7,937 in cash, compared to $10,499 in cash at December 31, 2014. Total liabilities at March 31, 2015 were $123,133, consisting of $12,426 in accounts payable and accrued expenses, $3,395 in accrued interest due to related parties, $47,312 in related-party payables and $60,000 in notes payable. At December 31, 2014, total liabilities were $117,447 consisting of $13,672 in accounts payable and accrued expenses, $2,463 in accrued interest due to related parties, $41,312 in related-party payables and $60,000 in notes payable.

Because we currently have no revenues and limited available cash, for the immediate future we believe we will have to rely on potential advances from stockholders to continue to implement our business activities. There is no assurance that our stockholders will continue indefinitely to provide additional funds or pay our expenses.   It is likely the only other source of funding future operations will be through the private sale of our securities, either equity or debt.  

At March 31, 2015, we had stockholders’ deficit of $113,089 compared to stockholders’ deficit of $106,293 at December 31, 2014.  The increased deficit is primarily due to the net loss of $6,796.

Our Budget over the Next 12 Months

As stated in our last Annual Report on Form 10-K, due to our lack of working capital necessary to generate a serious and aggressive advertising campaign, we are unable at this time to devise or project an advertising budget for 2015.  Assuming that we do not obtain sufficient working capital during the year to embark on an extensive advertising campaign, what capital we have or what advances we will obtain from our majority shareholder will be used, during 2015, to keep us current in our reporting obligations and to pay attorneys, accountants and auditors.

For information on the cost of manufacturing and packaging our product, reference is made to our PLAN OF OPERATION section below.

Contingency Planning

Any funding for emergencies is anticipated to be advanced by our majority shareholder.

Off-Balance Sheet Arrangements

None; not applicable.

PLAN OF OPERATION

As stated in Item 1 above, our principal business plan is to promote, market and sell both Gray to Great and Mitigator® through our active website that management modified and rebuilt.  As disclosed in last Annual Report, we entered into a marketing agreement to sell our two new products in 2014 and one was just entered into last quarter, the sales of which were over $8,000 in that one quarter alone.  See our last Annual Report on Form 10-K.  Because of our change in direction, we shut down our two other major websites, namely, www.alldayenergyspray.com and upliftenergy.com so we could concentrate all of our marketing and sales efforts on our one principal website. 

Our Current On-Line Marketing/Advertising Strategy

 

As disclosed above, we changed marketing directions starting in 2014 and are now concentrating our marketing efforts on Gray to Great and Mitigator®.  In this regard, we are concentrating our new and current marketing efforts on keeping our current revamped website updated and fully functional. Through these efforts, we have started, or plan to start, a marketing effort on various popular and more significant search engines.  

In order for our Internet/eCommerce business to succeed, we additionally plan, among those things mentioned above, and on an on-going basis, to:

-- 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 website

-- 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

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 for want of capital 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 (to the extent advertising capital is available for such purposes);

(3) through ads placed in various health and nutrition food magazines such as Healing Lifestyles & Spas, Shape, Prevention, and Woman’s Day (to the extent advertising capital is available for such purposes);

(4) through 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 hopefully pay us in advance; and

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

Obligation of Our Principal Shareholder to Finance Us in Our Reporting Obligations

As stated elsewhere in this document, our principal shareholder, H. Deworth Williams, intends to provide us with sufficient funding, over at least the 18 months, to keep us current in our SEC reporting obligations.  This does NOT include advancing us the funds necessary to embark on a national advertising campaign.  The only caveat with regard to this commitment is if it is determined by us and our majority shareholder within the next year or 18 months 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 may elect to cease further funding us.  We have NOT entered into any formal, written agreement with him that contractually binds or obligates him, in writing, to fund us for the next 18 months, though we consider this commitment on his part to be a legal obligation upon which we and our shareholders have, up until now, been able to rely.  Having said this, we will nonetheless be required to continue to evaluate our business plan.  At the expiration of one year or 18 months 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, Mr. Williams will then have to evaluate whether, and to what extent, he wants to continue to fund our continued existence as a fully reporting company.  During our first quarter ended March 31, 2015, Mr. Williams advanced us a total of $6,000.  This figure is disclosed as “related party advances” on our balance sheet as a liability, along with previous cumulative debt owed to Uplift Holdings, his predecessor.  As disclosed in previous EDGAR filings, on September 3, 2014, Mr. Williams sold and assigned $60,000 in principal on his Convertible Note to Mr. Edward F. Cowle.  Such is separately reflected on our financial statements under the line item “note payable.”  See our financial statements above.  These two debts are represented by a Convertible Note, a note that can convert such debt to common stock as agreed between the Note Holder and the Company.

Our Chairman of the Board, CEO, President and Chief Financial Officer is Geoff Williams, the son of our majority stockholder.

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 in management’s opinion.

Our directors and officers do not typically 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.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

This item is not applicable to smaller reporting companies.

Item 4.  Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives.  Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment.  Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, concluded that, as of March 31, 2015, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

This item is not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.  

Item  3.  Defaults upon Senior Securities

None.  

Item 4. Mine Safety Disclosures

None; not applicable.

Item 5. Other information          

Our stock is quoted on the OTCQB maintained by OTC Markets Group, Inc., under the symbol UPNT.OB.  See www.otcmarkets.com.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits

31     302 Certification of Geoff Williams

32     906 Certification

(b) Reports on Form 8-K

None.

SIGNATURES

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)

Date:	May 15, 2015		/s/Geoff Williams
			Geoff Williams President, Chief Executive Officer and CFO (Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has also been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.

Date:	May 15, 2015		/s/Geoff Williams
			Geoff Williams President, Chief Executive Officer and CFO (Principal Accounting and Financial Officer)

Date:	May 15, 2015		/s/Geoff Williams
			Geoff Williams Chairman of the Board