UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K/A

Amendment No. 1

☒ 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, 2015

☐ 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)

Common Capital Voting Stock, $0.001 par value per share

(Title of Class)

203-513-9822

(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 ☒

Indicate by check mark whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes ☐ No ☒

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 ☒ 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 ☒ No ☐

Indicate by check mark if 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.

☒ 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 ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

As of June 30, 2015, we had a total of 46,892,597 common capital shares issued and outstanding of which 44,476,140 are either "restricted” or otherwise owned and held by officers, directors, insiders and affiliates.  This figure of 44,476,140 “restricted” or affiliate shares includes a total of 42,476,150 shares being held by Sharon Will, our former President and director, pursuant to irrevocable proxies.  The total figure of 44,476,140 insider-held shares represents approximately 95% of our total number of issued and outstanding shares.  See Item 12 of Part III below.  The aggregate market value of the voting stock held by non-affiliates, an amount consisting of a total of 2,416,457 shares or approximately 5% of our total number of issued and outstanding shares, was considered by us to have a value of approximately $96,658.  This valuation is based on the end bid price of our stock as of June 30, 2015, which was approximately $.04 per share. Our stock is quoted on the OTC Markets’ OTCQB under the symbol UPNT.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST FIVE YEARS:

Not applicable

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer’s classes of common equity, as of January 19, 2017: 64,392,597 common shares; we have 10 million preferred shares authorized under our Articles, as amended, but none have been issued as of the date of this report.

DOCUMENTS INCORPORATED BY REFERENCE

See Item 15 of Part IV below.

EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K of Uplift Nutrition, Inc. for the year ended December 31, 2015, originally filed with the Securities and Exchange Commission on January 19, 2017 (the “Form 10-K”), is to file Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following Exhibits are filed as a part of this Annual Report on Form 10-K:

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

The following Exhibits are incorporated by reference as a part of this Annual Report on Form 10-K:

3.1   Articles of Incorporation, which were filed as an exhibit to our November 2, 2007, Form 10-SB registration statement

3.2   Amendments to our Articles of Incorporation filed with and stamped by the State of Nevada on November 21, 2011 and the corollary Nevada Certificate of Amendment, copies of which were filed with our 2012 Annual Report on Form 10-K

3.3    Bylaws, which were filed as an exhibit to our November 2, 2007, Form 10-SB registration statement

SIGNATURES

In accordance with the provisions of the Securities and Exchange Act of 1934 and the rules and regulations promulgated thereunder, UPLIFT NUTRITION, INC., has duly caused this amended Annual Report on Form 10-K/A for its fiscal year ended December 31, 2015, to be signed on its behalf by the undersigned, thereunto duly authorized.

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