UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended September 30, 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.)
575 Riverside Ave, Suite 102 Westport, CT		06880
(Address of principal executive offices)		(Zip Code)

 

203-513-9822

(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 ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒  No ☐

 

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

 

Large accelerated filer  ☐

Accelerated filer  ☐

Non-accelerated filer   ☐

Smaller reporting company  ☒

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   

Yes ☐  No ☒

 

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 October 18, 2016
Common Capital Voting Stock, $0.001 par value per share		64,392,597 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

 

		September 30,				December 31,
		2015				2014
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash		$	-			$	10,499
Assets held for sale			-				655
Total Current Assets			-				11,154
TOTAL ASSETS		$	-			$	11,154
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	12,171			$	13,672
Accrued interest payable - related party			-				2,463
Due to related parties			-				41,312
Notes payable			-				60,000
Convertible notes payable, net of discount of $1,787 and $0, respectively			213				-
Total Current Liabilities			12,384				117,447
TOTAL LIABILITIES			12,384				117,447
STOCKHOLDER'S DEFICIT
Common stock, $0.001 par value; 100,000,000 shares authorized, 46,892,597 and 13,892,597 shares issued and outstanding, as of September 30, 2015 and December 31, 2014, respectively			46,893				13,893
Additional paid-in capital			2,078,552				1,485,152
Accumulated deficit			(2,137,829	)			(1,605,338	)
TOTAL STOCKHOLDERS' DEFICIT			(12,384	)			(106,293	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-			$	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 September 30,								For the Nine Months Ended September 30,
		2015				2014				2015				2014
NET REVENUES		$	-			$	-			$	-			$	-
OPERATING EXPENSES
Cost of sales			-				-				-				-
Legal and professional fees			3,890				2,974				18,216				13,946
General and administrative			5,967				58				6,771				1,032
Total operating expenses			9,857				3,032				24,987				14,978
LOSS FROM OPERATIONS			(9,857	)			(3,032	)			(24,987	)			(14,978	)
OTHER EXPENSE
Interest expense, net			(21	)			-				(3,604	)			-
Interest expense - note payable			(213	)			(1,170	)			(213	)			(1,170	)
Interest expense - related party			-				(653	)			-				(3,981	)
Loss on settlement of debt			-				-				(501,776	)			-
TOTAL OTHER EXPENSE			(234	)			(1,823	)			(505,593	)			(5,151	)
NET LOSS FROM CONTINUING OPERATIONS			(10,091	)			(4,855	)			(530,580	)			(20,129	)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX			407				494				(1,911	)			912
NET LOSS		$	(9,684	)		$	(4,361	)		$	(532,491	)		$	(19,217	)
BASIC AND DILUTED LOSS PER SHARE
Continuing operations		$	(0.00	)		$	(0.00	)		$	(0.02	)		$	(0.00	)
Discontinued operations			0.00				0.00				(0.00	)			0.00
BASIC AND DILUTED LOSS PER SHARE		$	(0.00	)		$	(0.00	)		$	(0.02	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			46,892,597				13,892,597				27,672,817				13,862,560

 

The accompanying notes are an integral part of these financial statements.

 

 

UPLIFT NUTRITION, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Nine Months Ended September 30,
		2015				2014
OPERATING ACTIVITIES
Net loss		$	(532,491	)		$	(19,217	)
Adjustment to reconcile change in net loss to net cash from operating activities:
Net (income) loss from discontinued operations			1,911				(912	)
Loss on settlement of debt			501,776				-
Stock issued for services			-				840
Amortization of debt discount			213				-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			10,464				(391	)
Accrued interest – related party			1,584				5,151
NET CASH USED IN CONTINUING OPERATING ACTIVITIES			(16,543	)			(14,529	)
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATING ACTIVITIES			(1,256	)			777
NET CASH USED IN OPERATING ACTIVITIES			(17,799	)			(13,752	)
INVESTING ACTIVITIES			-				-
FINANCING ACTIVITIES
Proceeds from related party payable			7,300				-
Bank overdraft			-				1,221
Net advances from shareholders			-				9,550
NET CASH PROVIDED BY CONTINUING FINANCING ACTIVITIES			7,300				10,771
NET CASH PROVIDED BY DISCONTINUED FINANCING ACTIVITIES			-				-
NET CASH PROVIDED BY FINANCING ACTIVITIES			7,300				10,771
Net decrease in cash and cash equivalents			(10,499	)			(2,981	)
Cash at beginning of period			10,499				2,981
Cash at end of period		$	-			$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
NON-CASH FINANCING ACTIVITIES:
Stock issued for conversion of debt		$	122,624			$	-
Issuance of convertible note payable		$	2,000			$	-
Discount on convertible note payable		$	2,000			$	-

           

The accompanying notes are an integral part of these financial statements.

 

 

Uplift Nutrition Inc.

Notes to Unaudited Consolidated Financial Statements

September 30, 2015

 

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 September 30, 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 September 30, 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 $2,137,829 from June 7, 2005 (inception) through September 30, 2015, including a loss of $532,491 for the nine months ended September 30, 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, was originally 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.

 

On June 12, 2015, MCB Network Corp. purchased the control block of voting common shares of the Company. MCB Networks Corp. was a Spanish-language media entity that had Spanish content and distribution channels in several cities in the United States.  Due to capital constraints, the business plan of MCB Network Corp. was not realized and plans to continue operations were discontinued, with several shareholders obtaining ownership of its control block of voting common shares with the intention of identifying and acquiring an alternative business for the Company.  The Company is continuing today to raise new capital and new management is continuing to seek to acquire a new business, either through acquisition or merger.

 

 

Uplift Nutrition Inc.

Notes to Unaudited Consolidated Financial Statements

September 30, 2015

 

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Loss Per Share

 

The Company calculates loss per share in accordance with FASB ASC 260.  Basic earnings/loss per common share is 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.

 

NOTE 4 – DISCONTINUED OPERATIONS

 

On June 12, 2015, MCB Network Corp. purchased the control block of voting common shares of the Company. At that time the Company ceased all of its business related to nutritional supplement sales and web developing and transitioned to the media sector company.  Accordingly, all activity related to the impairment of the assets has been classified as discontinued operations.

 

The assets held for discontinued operations presented on the balance sheet as of December 31, 2014 consisted of the following:

 

		December 31,
		2014
ASSETS
CURRENT ASSETS:
Accounts receivable, net		$	300
Inventory			355
Total Current Assets			655
TOTAL ASSETS		$	655

 

The income (loss) from discontinued operations presented in the income statement for the three and nine months ended September 30, 2015 and 2014, consisted of the following:

 

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2015				2014				2015				2014
Revenue		$	-			$	250			$	-			$	1,656
Operating expenses
Cost of sales			-				(409	)			-				570
General and administrative			(407	)			174				1,911				174
Total operating expenses			(407	)			(235	)			1,911				744
Net Income (Loss) from discontinued operations		$	407			$	494			$	(1,911	)		$	912

 

 

Uplift Nutrition Inc.

Notes to Unaudited Consolidated Financial Statements

September 30, 2015

 

NOTE 5 – 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 September 30, 2015.  Through December 31, 2014 the advances totaled $41,312. During the six months ended June 30, 2015, the shareholder advanced an additional $7,300.  On June 8, 2015 the entire $48,612 principal balance of the note, along with $4,047 in accrued interest was sold to various unrelated parties and converted into an aggregate of 10,000,000 shares of common stock. The common shares issued were valued at the market value of $0.04 per share. Pursuant to this transaction the note was satisfied in full, and the Company recognized a loss on settlement of debt in the amount of $152,053.

 

NOTE 6 – 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.  On June 8, 2015 the entire $60,000 principal balance of the note, along with $9,966 in accrued interest was sold to various parties and converted into an aggregate of 23,000,000 shares of common stock. The common shares issued were valued at the market value of $0.04 per share. Pursuant to this transaction the note was satisfied in full, and the Company recognized a loss on settlement of debt in the amount of $349,723. An additional $695,600 was charged to additional paid-in capital, representing the value by which the shares issued exceeded the value of the debt converted by those who are related parties.

 

NOTE 7 – CONVERTIBLE NOTES PAYABLE

 

On August 22, 2015, the Company issued a convertible note payable to Sean Martin for $2,000. The note bears 10% interest per annum and has a maturity date of August 22, 2016. The note is convertible at any time into shares of the Company’s common stock at a rate of $0.02 per share. The Company recorded $2,000 in debt discount related to this note. The debt discount is being amortized over the term of the debt. Amortization of the debt discount for the nine-months ended September 30, 2015 was $213. The balance of debt discount as of September 30, 2016 is $1,787.

 

NOTE 8 – 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 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. As of September 30, 2015 the Company has 46,892,597 common shares issued and outstanding.

 

On June 8, 2015 the Company issued an aggregate of 33,000,000 shares of common stock to various investors in conversion of $122,624 in outstanding debts. The shares were valued at approximately $0.04 per share, being the listed market price of the stock on the date of issuance. Pursuant to this transaction the debts were satisfied in full, and the Company recognized a loss on settlement of debt in the amount of $501,776.

 

As a result of the issuance of the 33,000,000 shares of common stock to the Note Purchasers discussed in Note 5 and Note 6, and the execution by all of the Purchasers, of an Irrevocable Proxy in favor of Ms. Sharon Will, and the private sale of 9,476,150 shares of common stock from the Purchasers to MCB Network, Corp. and Ms. Will, voting control of the Company shifted from the original note holders to MCB and Ms. Will.

 

NOTE 9 – 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.

 

 

Uplift Nutrition Inc.

Notes to Unaudited Consolidated Financial Statements

September 30, 2015

 

NOTE 10 – SUBSEQUENT EVENTS

 

The Company has evaluated events occurring after the date of our accompanying balance sheets through the date the financial statement were filed:

 

Stock Purchase Agreement

 

On March 2, 2016, Bharti Brahmbhatt, Bimal Brahmbhatt, Leon Frenkel, Donald Papscy and Robert Karsten (“Purchasers”), who were the holders of promissory notes in a collective principal amount of $415,000 issued by MCB Network, Corp (“MCB”), entered into a stock purchase agreement with MCB to purchase 9,476,150 shares of Common Stock of the Company in exchange for the promissory notes.

 

On March 11, 2016, the Irrevocable Proxy and Lock-Up Agreements dated as of July 2015 (“Proxy Agreements”) were cancelled pursuant to a Proxy Cancellation Notice. The proxies that were granted to Sharon Will, former President and Director and the control person of MCB, entitling her to voting rights of an aggregate of 42,476,150 shares of the Company’s common stock were cancelled and the shareholders who executed the Proxy Agreements were then deemed the beneficial owners of the 42,576,150 shares of the Company’s common stock.

 

As a result of the sale of the 9,476,150 shares of restricted common stock of the Company and the cancellation of the proxies to vote 42,476,150 shares of restricted common stock granted to Ms. Will, Ms. Will no longer has voting control of the Company.

 

Change in Officers and Directors

 

On February 4, 2016, Ms. Sharon Will resigned as the Company’s Director, President, Secretary, and Treasurer and Mr. Fred Richman resigned as the Company’s Director. Sean Martin was appointed as the Chief Executive Officer and sole Director of the Company as of February 4, 2016.

 

On June 13, 2016, the Board of Directors appointed David M. Baum as Director, Chief Financial Officer and Chief Operating Officer of the Company.

 

Issuance of Convertible Note Payable

 

On April 10, 2016, the Company issued a convertible note payable to David Baum for $25,000. The note bears 10% interest per annum and has a maturity date of April 10, 2017. The note is convertible at any time into shares of the Company’s common stock at a rate of $0.02 per share.

 

On July 21, 2016, the Company cancelled David Baum’s Note and issued a new revised Note with the July 1, 2016 offering.

 

Sale of Equity Securities

 

On July 1, 2016, the Company commenced an offering to sell up to a total of $125,000 of its securities in exchange for issuing to the investor a 12% original issue discount convertible notes with a 10% annual interest rate and shares of restricted common stock at a price of $0.0083 per share. The minimum amount for each subscription is $12,500.

 

The notes will mature and are due and payable one year from the date of issuance and bear an interest rate of 10% per annum, payable quarterly. They are convertible at the election of the holder into shares of the Company’s restricted common stock at a price of $0.02 per share.

 

The Notes are subject to certain “favored nations” adjustment provisions including: 1) a reduction in conversion price to be equal to the price per share of any newly issued securities during the period these Notes are outstanding; 2) the right to exchange the Note(s) for any new debt or equity financing while these Notes are outstanding at a 30% discount; 3) proportional adjustment of the conversion features of Notes for any stock dividend, reverse stock splits, reclassifications, or similar event; 4) adjustments for other dividends and distributions during period these Notes are outstanding; 5) adjustment for any reorganization, consolidation and/or merger.

 

 

Uplift Nutrition Inc.

Notes to Unaudited Consolidated Financial Statements

September 30, 2015

 

NOTE 10 – SUBSEQUENT EVENTS (Continued)

 

As of the date of the filing, an aggregate amount of $125,000 of the Company’s securities have been sold to six accredited investors resulting in the issuance of $140,818 in convertible debt and 15,000,000 restricted shares of common stock.

 

Issuance of Common Stock for Services

 

On September 6, 2016, the Company entered into a consulting agreement with Ms. Sharon Will, the Company’s former Director, to assist the Company transition to its new operations. The Company agreed to issue Ms. Will 500,000 shares of common stock and valued those shares based on the market price on the agreement date of $0.072, recognizing $36,000 of consulting expense.

 

Issuance of Warrants for Services

 

On June 3, 2016, pursuant to an agreement with David Baum, the Company issued warrants to purchase 5,000,000 shares of common stock. The stock is exercisable for a period of 3 years at a price of $0.001 per share commencing six months after the date of the issue date. The Company will recognize $198,091 in stock based compensation ratably over the six month service period for the fair value of these warrants based on a Black-Scholes option-pricing model.

 

On June 3, 2016, pursuant to an agreement with Sean Martin, the Company issued warrants to purchase 10,000,000 shares of common stock. The stock is exercisable for a period of 5 years at a price of $0.001 per share commencing six months after the date of the issue date. The Company will recognize $396,183 in stock based compensation ratably over the six month service period for the fair value of these warrants based on a Black-Scholes option-pricing model.

 

Issuance and Conversion of Convertible Note Payable

 

On August 16, 2016, the Board of Directors amended the conversion rate for the Sean Martin Note to $0.001 per share and approved the conversion of the Note in full.

 

On August 22, 2016, pursuant to a conversion notice, the Company issued 2,000,000 shares of common stock for the full conversion of this convertible note.

 

 

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

 

MCB Network Corp. purchased the control block of voting common shares of Uplift Nutrition, Inc. ("Uplift" or the "Company") on June 12, 2015.  At that time Uplift, a nutritional supplement sales company and web developer, operating several web sites for distribution of its products, ceased all of its business and transitioned to the media sector company.  MCB Networks Corp. was a Spanish-language media entity that had Spanish content and distribution channels in several cities in the United States.  Due to capital constraints, the business plan of MCB Network Corp. was not realized and plans to continue operations were discontinued, with several shareholders obtaining ownership of its control block of voting common shares with the intention of identifying and acquiring an alternative business for Uplift and its shareholders.  Uplift is continuing today to raise new capital and new management is continuing to seek to acquire a new business, either through acquisition or merger. Accordingly, with a keen objective of growing and merging with a successful business in the very near future, Uplift continues to engage in discussions with potential acquisition candidates.

 

Results of Operations

 

Three Months Ended September 30, 2015 and 2014

 

Loss from Operations - Continuing Operations

 

We did not recognize revenues for the three-month period ended September 30, 2015 and 2014. During the three months ended September 30, 2015 (“Third quarter”), we recorded total operating expenses of $9,857, consisting of $3,890 in professional fees and $5,967 in general and administrative expenses. In the comparable quarter of 2014, we recorded operating expenses totaling $3,032 consisting of $2,974 in professional fees and $58 in general and administrative expenses.

 

Other Expenses - Continuing Operations

 

During the three month periods ended September 30, 2015 and 2014 we recorded interest expense totaling $234 and $1,823, respectively.

 

Net Loss - Continuing Operations

 

The above factors resulted in a net loss from continuing operations for the quarter ended September 30, 2015 in the amount of $10,091 ($0.00 per share), compared to net loss of $4,855 ($0.00 per share) for the quarter ended September 30, 2014.

 

For the three months ended September 30, 2015, we reported income from discontinued operations of $407. For the three months ended September 30, 2014, we reported income from discontinued operations of $494.

 

Nine Months Ended September 30, 2015 and 2014

 

Loss from Operations - Continuing Operations

 

We did not recognize revenues for the nine-month period ended September 30, 2015 and 2014. During the nine months ended September 30, 2015, we recorded total operating expenses of $24,987, consisting of $18,216 in professional fees and $6,771 in general and administrative expenses. In the comparable period of 2014, we recorded operating expenses totaling $14,978 consisting of $13,946 in professional fees, $1,032 in general and administrative expenses.

 

Other Expenses - Continuing Operations

 

During the nine month periods ended September 30, 2015 and 2014 we recorded interest expense totaling $3,817 and $5,151, respectively. In addition, we recognized a loss on settlement of debt in the amount of $501,776, pursuant to the issuance of common stock for outstanding debts during the period ending September 30, 2015.

 

 

Net Loss - Continuing Operations

 

The above factors resulted in a net loss from continuing operations for the nine-month period ended September 30, 2015 in the amount of $530,580 ($0.02 per share), compared to net loss of $20,129 ($0.00 per share) for the nine-months ended September 30, 2014.

 

For the nine months ended September 30, 2015, we reported a loss from discontinued operations of $1,911. For the nine months ended September 30, 2014, we reported net income from discontinued operations of $912.

 

Liquidity and Capital Resources

 

Total assets at September 30, 2015 were $0, compared to $10,499 in cash and $655 in assets held for sale at December 31, 2014. Total liabilities at September 30, 2015 were $12,384, consisting of $12,171 in accounts payable and accrued expenses and $213 in notes payable, net of debt discounts. 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 September 30, 2015, we had stockholders’ deficit of $12,384 compared to stockholders’ deficit of $106,293 at December 31, 2014. The decreased deficit is primarily due to the issuance of common stock to satisfy outstanding debts.

 

Contingency Planning

 

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

 

Off-Balance Sheet Arrangements

 

None; not applicable.

 

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 September 30, 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

 

On June 8, 2015, the Company converted the $48,612 principal balance of a Company note, along with $4,047 in accrued interest, into an aggregate of 10,000,000 restricted shares of common stock held by eight creditors who had previously purchased the subject note.

 

On June 8, 2015, the Company converted the $60,000 principal balance of a Company note, along with $9,966 in accrued interest, into an aggregate 23,000,000 restricted shares of common stock held by six creditors who had previously purchased the subject note.

 

On August 22, 2015, the Company issued a convertible note payable to a current officer and director of the Company for $2,000. The note bears 10% interest per annum and has a maturity date of August 22, 2016. Subsequently, on August 16, 2016, the Board of Directors approved the conversion of this subject note in full. On August 22, 2016, pursuant to a conversion notice, the Company issued 2,000,000 shares of restricted common stock for the full conversion of this convertible note.

 

On February 11, 2014, the Company issued 200,000 shares of restricted common stock to a former officer and director of the Company for services rendered.

 

On June 8, 2015, the Company issued an aggregate of 33,000,000 shares of restricted common stock to various investors in conversion of $122,624 in outstanding debts.

 

On April 10, 2016, the Company issued a convertible note payable to an accredited investor for $25,000. The note bears 10% interest per annum and has a maturity date of April 10, 2017. The note is convertible at any time into shares of the Company’s common stock at a rate of $0.02 per share. On July 21, 2016, the Company cancelled this investor’s note and issued a new revised Note, containing the terms of the 10% convertible notes issued in the Company’s July 1, 2016 private offering (see, paragraph below).

 

As of the date of this filing, an aggregate amount of $125,000 of the Company’s securities have been sold to six accredited investors resulting in the issuance of $140,818 in convertible debt and 15,000,000 restricted shares of common stock. The notes will mature and are due and payable one year from the date of issuance and bear an interest rate of 10% per annum, payable quarterly. They are convertible at the election of the holder into shares of the Company’s restricted common stock at a price of $0.02 per share. The Notes are subject to certain “favored nations” adjustment provisions including: 1) a reduction in conversion price to be equal to the price per share of any newly issued securities during the period these Notes are outstanding; 2) the right to exchange the Note(s) for any new debt or equity financing while these Notes are outstanding at a 30% discount; 3) proportional adjustment of the conversion features of Notes for any stock dividend, reverse stock splits, reclassifications, or similar event; 4) adjustments for other dividends and distributions during period these Notes are outstanding; 5) adjustment for any reorganization, consolidation and/or merger.

 

On September 6, 2016, the Company entered into a consulting agreement with a former director of the Company to assist the Company transition to its new operations. The Company agreed to issue this former director 500,000 shares of restricted common stock.

 

On June 3, 2016, pursuant to an agreement with a current officer and director, the Company issued warrants to purchase 5,000,000 shares of common stock. The warrants are exercisable for a period of 3 years at a price of $0.001 per share commencing six months after the date of the issue date.

 

On June 3, 2016, pursuant to an agreement with a current officer and director of the Company, the Company issued warrants to purchase 10,000,000 shares of common stock for services rendered. The stock is exercisable for a period of 5 years at a price of $0.001 per share commencing six months after the date of the issue date.

 

The securities issued in these transactions were not registered under the Securities Act, or the securities laws of any state, and were offered and sold pursuant to the exemption from registration under the Securities Act provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.

 

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

 

Exhibit No.		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

  

(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: October 18, 2016	/s/ Sean Martin
	Sean Martin Chief Executive 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: October 18, 2016	/s/ Sean Martin
	Sean Martin Chief Executive Officer
Date: October 18, 2016	/s/ David Baum
	David Baum Chief Financial Officer, Chief Operating Officer, Director

 

 

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