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

~~EXCHANGE~~For the ~~ACT~~quarterly OFperiod ~~1934~~ended June 30, 2015

~~For~~☐ TRANSITION ~~the quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~March~~SECTION ~~31,~~13 ~~2015~~or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

( ) 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
575 Riverside Ave, Suite 102 Westport, CT		06880
(Address of principal executive offices)		(Zip Code)

~~801~~203-~~322~~513-~~3401~~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 ~~[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~~September 1426, ~~2015~~2016
Common Capital Voting Stock, $0.001 par value per share		1364,~~892~~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
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.

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.

BALANCE SHEETS

UPLIFT NUTRITION, INC.
		June 30,				December 31,
Statements of Cash Flows
		2015				2014
~~(Unaudited)~~		(Unaudited)
				For the Three Months Ended
ASSETS
				March 31,
CURRENT ASSETS:
				2015			2014
Cash		$	-			$	10,499
OPERATING ACTIVITIES
Assets held for sale			-				655
	Net loss			$	(6,796)		$	(5,945)
Total Current Assets			-				11,154
Adjustments to reconcile net loss
TOTAL ASSETS		$	-			$	11,154
to net cash flows from operating activities:
LIABILITIES AND STOCKHOLDERS' DEFICIT
	Stock issued for services				-			840
CURRENT LIABILITIES:
Changes in operating assets and liabilities
Accounts payable and accrued expenses		$	4,700			$	13,672
	Inventory				(1,752)			(407)
Accrued interest payable - related party			-				2,463
	Accounts receivable				300			-
Due to related parties			-				41,312
	Accounts payable and accrued expenses				(1,246)			3,003
Notes payable			-				60,000
	Accrued interest – related party				932			1,614
Total Current Liabilities			4,700				117,447
		Net Cash Used in Operating Activities			(8,562)			(895)
TOTAL LIABILITIES			4,700				117,447
INVESTING ACTIVITIES					-			-
STOCKHOLDER’S DEFICIT
FINANCING ACTIVITIES
Common stock, $0.001 par value; 100,000,000 shares authorized, 46,892,597 and 13,892,597 shares issued and outstanding, as of June 30, 2015 and December 31, 2014, respectively			46,893				13,893
	Proceeds from related party payable				6,000			-
Additional paid-in capital			2,076,552				1,485,152
		Net Cash Provided by Financing Activities			6,000			-
Accumulated deficit			(2,128,145	)			(1,605,338	)
NET DECREASE IN CASH					(2,562)			(895)
TOTAL STOCKHOLDERS' DEFICIT			(4,700	)			(106,293	)
CASH AT BEGINNING OF PERIOD					10,499			2,981
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-			$	11,154
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~~The accompanying ~~NUTRITION,~~notes ~~INC.~~are an integral part of these financial statements

~~Notes to the Financial Statements~~1

~~March 31~~UPLIFT NUTRITION, ~~2015 and December 31, 2014~~INC.

~~(Unaudited)~~STATEMENTS OF OPERATIONS

~~NOTE 1 - CONDENSED FINANCIAL STATEMENTS~~(Unaudited)

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.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2015			2014			2015			2014

NET REVENUES	$	-		$	-		$	-		$	-

OPERATING EXPENSES
Cost of sales		-			-			-			-
Legal and professional fees		10,322			7,536			14,326			10,972
General and administrative		128			79			804			974
Total operating expenses		10,450			7,615			15,130			11,946

LOSS FROM OPERATIONS		(10,450	)		(7,615	)		(15,130	)		(11,946	)

OTHER EXPENSE
Interest expense, net		(1,467	)		(1,719	)		(3,583	)		(3,333	)
Loss on settlement of debt		(501,776	)		-			(501,776	)		-
TOTAL OTHER EXPENSE		(503,243	)		(1,719	)		(505,359	)		(3,333	)

NET LOSS FROM CONTINUING OPERATIONS		(513,693	)		(9,334	)		(520,489	)		(15,279	)

INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAX		(2,318	)		418			(2,318	)		418

NET LOSS	$	(516,011	)	$	(8,916	)	$	(522,807	)	$	(14,861	)

BASIC AND DILUTED LOSS PER SHARE
Continuing operations	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.00	)
Discontinued operations		(0.00	)		0.00			(0.00	)		0.00
BASIC AND DILUTED LOSS PER SHARE	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		21,870,619			13,892,597			17,903,647			13,847,293

~~Certain~~The accompanying ~~information~~notes ~~and~~are ~~footnote~~an ~~disclosures~~integral ~~normally~~part ~~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~~UPLIFT NUTRITION, ~~generally accepted in the United States of America, which contemplate continuation of the Company as a going concern~~INC. 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.

InSTATEMENTS OF ~~view~~CASH 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.FLOWS

~~NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES~~(Unaudited)

Business and Basis of Presentation

	For the Six Months Ended June 30,
	2015			2014

OPERATING ACTIVITIES
Net loss	$	(522,807	)	$	(14,861	)
Adjustment to reconcile change in net loss to net cash from operating activities:
Net (income) loss from discontinued operations		2,318			(418	)
Loss on settlement of debt		501,776			-
Stock issued for services		-			840
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		993			1,079
Accrued interest – related party		1,584			3,333

NET CASH USED IN CONTINUING OPERATING ACTIVITIES		(16,136	)		(10,027	)
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATING ACTIVITIES		(1,663	)		531
NET CASH USED IN OPERATING ACTIVITIES		(17,799	)		(9,496	)

INVESTING ACTIVITIES		-			-

FINANCING ACTIVITIES
Proceeds from related party payable		7,300			7,150

NET CASH PROVIDED BY CONTINUING FINANCING ACTIVITIES		7,300			7,150
NET CASH PROVIDED BY DISCONTINUED FINANCING ACTIVITIES		-			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		7,300			7,150

Net decrease in cash and cash equivalents		(10,499	)		(2,346	)

Cash at beginning of period		10,499			2,981

Cash at end of period	$	-		$	635

SUPPLEMENTAL CASH FLOW INFORMATION:

NON-CASH FINANCING ACTIVITIES:

Stock issued for conversion of debt	$	122,624		$	-

~~Uplift Nutrition, Inc. (“the Company”), a Nevada corporation, is engaged in the business of manufacturing and distributing a nutritional supplement drink mix.~~ The accompanying ~~Company’s~~notes ~~operations~~ are ~~based~~an inintegral ~~Salt~~part ~~Lake~~of ~~City,~~these ~~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.~~statements

~~UPLIFT NUTRITION, INC.~~3

~~Notes~~Uplift toNutrition ~~the Financial Statements~~Inc.

~~March~~Notes ~~31,~~to ~~2015~~Unaudited ~~and~~Consolidated ~~December 31, 2014~~Financial Statements

~~(Unaudited)~~June 30, 2015

NOTE 1 3 – ~~SIGNIFICANT~~CONDENSED ~~ACCOUNTING~~FINANCIAL ~~POLICIES (Continued)~~STATEMENTS

~~Business~~The accompanying ~~and~~financial ~~Basis~~statements have been prepared by the Company without audit. In the opinion of ~~Presentation~~management, all adjustments (~~Continued~~which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2015, and for all periods presented herein, have been made.

OnCertain information ~~June~~and 2,footnote ~~2006,~~disclosures ~~the~~normally ~~Company~~included ~~completed~~in anfinancial ~~acquisition~~statements ~~with~~prepared Nuin ~~Mineral~~accordance ~~Health,~~with ~~LLC~~accounting ~~(“NMH”),~~principles generally aaccepted ~~Wyoming limited liability company organized on March 7, 2005 and engaged~~ in the ~~nutritional~~United ~~supplement~~States ~~and~~of ~~nutrition~~America ~~business.~~have ~~The~~been ~~acquisition~~condensed ~~was~~or ~~effected~~omitted. It byis ~~the~~suggested ~~Company~~that ~~issuing~~these ~~20,000,000~~condensed financial ~~common~~statements ~~stock~~be ~~shares~~read toin ~~acquire~~conjunction ~~all~~with of the ~~membership~~financial ~~interests,~~statements ~~accompanying assets~~ and ~~intellectual~~notes ~~property~~thereto ofincluded ~~NMH.~~in ~~The merger was accounted for as a recapitalization of NMH with NMH being~~ the ~~accounting~~Company's ~~survivor~~December 31, ~~and~~2014 ~~the~~audited ~~operating~~financial ~~entity~~statements. The ~~accompanying~~results ~~financial~~of ~~statements reflect the~~ operations ~~of NMH,~~ for ~~all~~the periods ~~presented~~ended ~~and~~June ~~the equity has been restated to reflect the 20~~30,~~000,000~~ ~~common~~2015 ~~stock~~are ~~shares~~not ~~issued~~necessarily indicative inof the ~~recapitalization~~operating asresults ~~though~~for the ~~common~~full ~~stock shares had been issued at the inception of NMH~~years.

~~Loss~~NOTE 2 ~~Per~~– ~~Share~~GOING CONCERN

The accompanying ~~Company~~financial ~~calculates~~statements ~~loss~~have ~~per~~been ~~share~~prepared in ~~accordance~~conformity with ~~FASB~~accounting ~~ASC~~principles, ~~260. Basic~~generally ~~earnings/loss~~accepted ~~per~~in ~~common~~the ~~share~~United States ~~are~~of ~~based~~America, onwhich ~~the~~contemplate ~~weighted~~continuation ~~average number~~ of ~~common~~the ~~shares~~Company ~~outstanding~~as ~~during~~a ~~each~~going ~~period~~concern. ~~Diluted~~ ~~earnings~~However, ~~per~~the ~~common~~Company ~~share~~has ~~are~~sustained ~~based~~losses of on$2,128,145 ~~weighted~~from ~~average~~June ~~number~~7, of2005 ~~common~~(inception) ~~shares~~through ~~outstanding~~June ~~during~~30, ~~the~~2015, ~~period~~including ~~plus~~a ~~potentially~~loss ~~dilutive~~of ~~common~~$522,807 ~~shares~~for ~~from~~the ~~common~~six ~~stock~~months ~~equivalents~~ended June 30, 2015. ~~The~~Furthermore, the Company has norecognized ~~common~~only ~~stock~~minimal ~~equivalents~~revenue ~~for~~since ~~all~~its ~~periods~~inception, ~~presented~~which raises substantial doubt about the Company’s ability to continue as a going concern.

~~Accounting~~In view ~~Estimates~~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.

~~The~~NOTE 3 ~~preparation~~– ofSIGNIFICANT ~~financial~~ACCOUNTING 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.POLICIES

~~Inventory~~Business and Basis of Presentation

~~Inventory~~Uplift Nutrition, Inc. (“the Company”), a Nevada corporation, is ~~carried~~engaged atin the ~~lower~~business of ~~cost~~manufacturing orand ~~market~~distributing a nutritional supplement drink mix. The Company’s operations are based in Salt Lake City, asUtah. ~~determined~~The onCompany has, at the present ~~first-in~~time, ~~first-out~~not ~~method~~paid any dividends and isany ~~periodically~~dividends ~~evaluated~~that ~~for~~may ~~obsolescence. All~~be paid in the future will depend upon the financial requirements of the Company’s ~~inventory~~and isother ~~finished~~relevant ~~goods~~factors.

~~Receivables~~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.

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. 4

~~Revenue~~Uplift ~~Recognition~~Nutrition Inc.

~~The~~Notes ~~Company recognizes revenue when rights and risk of ownership have passed~~ to ~~the~~Unaudited ~~customer,~~Consolidated 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. Financial Statements

~~The~~June ~~Company records revenue net of sales discounts~~30, 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 3 4 – ~~RELATED~~SIGNIFICANT ~~PARTY~~ACCOUNTING ~~TRANSACTIONS~~POLICIES (Continued)

ALoss Per 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. Share

~~NOTE~~The Company 5calculates –loss ~~NOTES~~per ~~PAYABLE~~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.

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, respectivelyAccounting Estimates

~~NOTE~~The preparation 6of –financial ~~STOCKHOLDERS’~~statements ~~EQUITY~~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.

OnNOTE 4 ~~February~~– ~~11,~~DISCONTINUED ~~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.~~OPERATIONS

AsOn June ~~of March 31~~12, 2015, ~~and~~MCB ~~December~~Network ~~31,~~Corp. ~~2014,~~purchased the ~~Company~~control ~~had~~block ~~13,892,597~~of voting common shares ~~issued~~of ~~and~~the ~~outstanding,~~Company. ~~and~~At anthat ~~additional~~time ~~329,501~~the ~~shares~~Company ceased ~~held~~all byof ~~the~~its ~~Transfer~~business ~~Agent~~related ~~in reserve~~ to ~~satisfy~~nutritional ~~shares~~supplement ~~issued~~sales ~~through~~and aweb ~~lost~~developing ~~instrument bond, should~~ and transitioned to the ~~holder~~media sector ofcompany. Accordingly, anall ~~outstanding~~activity ~~certificate~~related ~~for~~to ~~stock in~~ the ~~original~~impairment ~~merger~~of ~~submit~~the ~~his~~assets ~~shares~~has inbeen ~~trade~~classified ~~for~~as ~~shares~~discontinued ~~in Uplift Nutrition, Inc~~operations.

~~NOTE~~The assets 8held –for ~~RECENT~~discontinued ~~ACCOUNTING~~operations ~~PRONOUNCEMENTS~~presented on the balance sheet as of December 31, 2014 consisted of the following:

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

	December 31,
	2014

ASSETS

CURRENT ASSETS:
Accounts receivable, net	$	300
Inventory		355
Total Current Assets		655

TOTAL ASSETS	$	655

~~NOTE 9 – SUBSEQUENT EVENTS~~5

~~The~~Uplift ~~Company~~Nutrition ~~has evaluated events occurring after the date of our accompanying balance sheets through the date the financial statement were filed~~Inc. ~~The Company has not identified any material subsequent events requiring adjustment to our financial statements.~~

~~Item~~Notes 2.to ~~Management’s~~Unaudited ~~Discussion~~Consolidated ~~and Analysis of~~ Financial ~~Condition and Results of Operation.~~ Statements

~~Early~~June ~~last year~~30, 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®. 2015

WeNOTE 4 ~~are~~– ~~excited~~DISCONTINUED 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. OPERATIONS (Continued)

~~Principal~~The income ~~Products~~(loss) orfrom ~~Services~~discontinued ~~Offered~~operations presented in the income statement for the three and ~~Their~~six ~~Markets~~months ended June 30, 2015 and 2014, consisted of the following:

Gray-to-Great

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2015			2014		2015			2014

Revenue	$	-		$	1,397	$	-		$	1,397
Operating expenses
Cost of sales		-			979		-			979
General and administrative		2,318			-		2,318			-
Total operating expenses		2,318			979		2,318			979
Net Income (Loss) from discontinued operations	$	(2,318	)	$	418	$	(2,318	)	$	418

AsNOTE 5 ~~disclosed~~– inRELATED ~~previous~~PARTY 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.TRANSACTIONS

~~Nylassan~~A shareholder isof ~~not~~ the ~~actual~~Company ~~manufacturer~~has ofmade ~~Gray-to-Great. Instead,~~multiple itcash ~~buys~~advances ~~product~~to ~~from~~the aCompany, ~~“white~~beginning ~~label”~~in ~~manufacturer~~the ~~known~~2008 asfiscal ~~Private~~year ~~Label~~and ~~Neutraceuticals,~~continuing ~~LLC~~through June ~~(“Private Label”)~~30, ~~located~~2015. Through inDecember ~~Norcross~~31, ~~Georgia,~~2014 ~~whose~~the ~~website~~advances istotaled ~~www~~$41,312.~~privatelabelnutra.com~~ ~~. Private~~During ~~Label~~the ~~manufactures~~six amonths ~~variety~~ended ofJune ~~health~~30, ~~food~~2015, ~~products~~the ~~and~~shareholder advanced ~~sells~~an ~~them~~additional ~~on a “white label” basis to various distributors such as Nylassan~~$7,300. ~~Distributors~~On ~~can~~June ~~then~~8, ~~re-label~~2015 the ~~product~~entire as$48,612 ~~they~~principal ~~wish.~~balance ~~Gray-to-Great~~of ~~was~~the ~~developed~~note, ~~and~~along iswith ~~manufactured~~$4,047 ~~by Private Label~~ in ~~pill~~accrued interest ~~form~~was ~~and~~sold ~~should be taken at least twice daily up~~ to asvarious ~~many~~unrelated asparties ~~three~~and ~~doses~~converted ~~per~~into ~~day. One~~an ~~positive~~aggregate ~~aspect~~ of ~~our arrangement with Nylassan~~10, ~~our lead distributor~~000,000 isshares ~~that~~of itcommon ~~is less than 50 miles from our location~~stock. ~~For~~ ~~this reason, if necessary, we can easily obtain more product to distribute as needed.~~ The ~~close~~common shares ~~proximity~~issued ofwere ~~Nylassan~~valued ~~also allows us take a closer look~~ at ~~other Nylasan products that we might wish to add to our marketing program in~~ the ~~future,~~market ~~decisions~~value onof ~~which~~$0.04 ~~have~~per ~~not as yet been made~~share. ~~Our~~ ~~non-exclusive~~Pursuant ~~agreement~~to ~~with~~this ~~Nylassan~~transaction ~~allows us~~ the ~~ability~~note towas ~~add~~satisfied ~~new~~in ~~products to our inventory~~ full, and the ~~time~~Company ~~needed~~recognized toa ~~decide~~loss ~~whether~~on wesettlement ~~want~~of todebt ~~take~~in onthe ~~new~~amount ~~products~~of ~~offered by it~~$152,053.

IfNOTE 6 a– ~~person~~NOTES ~~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.”~~ PAYABLE

~~The~~On July ~~product~~3, ~~sells~~2014 atthe shareholder assigned $60,000 of the ~~retail~~advances ~~level~~in atthe $9form of an unsecured Note Payable to another individual.95 On ~~per~~June 8, 2015 the entire $60,000 ~~pills~~principal balance of the note, ~~which~~along ~~would~~with ~~normally~~$9,966 ~~last~~in ~~for~~accrued upinterest was sold to 1various parties ~~month. The~~and ~~suggested~~converted ~~retail~~into ~~price~~an isaggregate ~~very~~of ~~competitive~~23,000,000 ~~with~~shares ~~topical~~of ~~anti-gray~~common ~~products~~stock. ~~that~~The ~~are~~common ~~currently~~shares ~~sold~~issued onwere valued at the market value ~~today~~of $0. ~~Unlike~~04 ~~some~~per ~~topical~~share. ~~anti-gray~~Pursuant ~~products,~~to this ~~product~~transaction isthe ~~all~~note ~~natural~~was satisfied in full, and ~~taken~~the ~~into~~Company recognized a loss on settlement of debt in the ~~body~~amount of $349,723. An additional $695,600 was charged to ~~naturally~~additional ~~change~~paid-in capital, representing the ~~hair~~value ~~color~~by which the shares issued exceeded the value of the debt converted by those who are related parties.

~~Since~~NOTE 7 ~~Gray-to-Great~~– isSTOCKHOLDERS’ 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. EQUITY

WeOn February ~~are~~11, ~~excited~~2014 tothe ~~have~~Company ~~been~~issued ~~able~~200,000 toshares ~~add~~of ~~this~~common ~~new~~stock ~~product~~ to ~~our~~an ~~product~~officer ~~sales~~and ~~line~~director ~~during~~for ~~2014. See~~services ~~our website, www~~rendered.~~upliftnutritioninc.com.~~ WeThe shares ~~may~~were ~~also~~valued ~~consider~~at ~~selling~~$0.0042 ~~other~~per ~~products on our website currently offered by Nylassan~~share, ~~our~~resulting ~~master~~in ~~distributor~~an ~~mentioned~~aggregate ~~above,~~expense ~~all~~of ~~as per our current distributorship agreement with it~~$840.

~~Mitigator®~~As 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 June 30, 2015 the Company has 46,892,597 common shares issued and outstanding.

~~After~~On June 8, 2015 the ~~end~~Company ofissued ~~the~~an ~~fourth~~aggregate ~~quarter~~of 33,000,000 ~~our~~shares ~~management~~of ~~entered~~common ~~into~~stock anto ~~distributorship~~various ~~agreement~~investors ~~with~~in aconversion ~~related~~of ~~party~~$122,624 in tooutstanding ~~take~~debts. onThe ~~the~~shares ~~sale~~were ofvalued aat ~~new~~approximately ~~anti-itch~~$0.04 per share, ~~sting~~being ~~and~~the ~~bite~~listed ~~cream~~market ~~product~~price ~~designed~~of the stock on the date of issuance. Pursuant to ~~resolve~~this ~~insect~~transaction ~~sting~~the debts were satisfied in full, and ~~bite~~the ~~trauma~~Company ~~known~~recognized asa ~~Mitigator~~loss ~~®. See~~on ~~www.mitigator.net. Mitigator®~~settlement of ~~works~~debt ~~by:~~in the amount of $501,776.

·As a ~~Removing~~result of the ~~top~~issuance ~~layer~~of the 33,000,000 shares of ~~dead~~common ~~skin~~stock to the Note Purchasers discussed in Note 4 and Note 5, 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.

~~· Opening and softening the skin ’ s pores~~6

·Uplift ~~Drawing~~Nutrition ~~the toxins from the open pores~~Inc.

·Notes ~~Creating circulation, thereby forcing toxins through the open pores~~ to ~~the~~Unaudited ~~surface~~Consolidated Financial Statements

·June ~~Neutralizing~~30, ~~the toxins and cleansing the affected area~~2015

·NOTE 8 ~~Satisfying~~– ~~the~~RECENT ~~impulse~~ACCOUNTING ~~to scratch~~PRONOUNCEMENTS

~~Under~~The Company ~~this~~does ~~agreement,~~not weexpect ~~have~~the ~~become~~adoption aof ~~Mitigator~~any ®other ~~distributor~~recent ~~whereby~~accounting wepronouncements ~~obtain~~to ~~wholesale~~have ~~pricing as~~ a ~~re-seller. We~~material ~~are~~impact ~~pleased~~on toits ~~announce that we sold approximately $8,000 of this new product during the fourth quarter of 2014~~financial statements.

~~Our~~NOTE 9 ~~Website~~– SUBSEQUENT EVENTS

~~Approximately~~The Company 2has ~~years~~evaluated ~~ago,~~events weoccurring ~~redesigned~~after ofthe ~~our~~date ~~principal~~of ~~Uplift website. We also shut down or discontinued~~ our ~~former~~accompanying ~~websites,~~balance ~~www.epigaia.com,~~sheets ~~www.alldayenergyspray.com,~~through ~~and~~the ~~www.upliftenergy.com~~date ~~in favor of just~~ the ~~one~~financial ~~website. During~~statement were ~~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.~~ filed:

~~Our~~Stock Purchase ~~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.~~ Agreement

~~Inventory~~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.

WeOn March no11, ~~longer~~2016, ~~carry~~the ~~inventory~~Irrevocable Proxy and Lock-Up Agreements dated as of ~~Active~~July ~~UpLift®~~2015 (“Proxy Agreements”) were cancelled pursuant to a Proxy Cancellation Notice. The proxies that were granted to Sharon Will, former President and ~~All~~Director ~~Day~~and ~~Energy~~the ~~Spray®~~control person of MCB, ~~Tonify~~entitling orher ~~X-Mint~~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.

WeAs a ~~recently~~result ~~increased~~of ~~our~~the ~~inventory~~sale of ~~Gray-to-Great~~the ~~and~~9,476,150 ~~Mitigator®~~shares ~~after~~of restricted common stock of the ~~end~~Company and the cancellation of the ~~quarter. As~~proxies to vote 42,476,150 shares of ~~our~~restricted ~~first~~common ~~quarter~~stock ~~ended~~granted ~~March~~to ~~31,~~Ms. ~~2015~~Will, weMs. ~~had~~Will ~~sufficient~~no ~~inventory~~longer ofhas ~~Gray-to-Great~~voting ~~and~~control ~~Mitigator®~~of inthe ~~inventory~~Company.

~~With~~Change in ~~regard~~Officers ~~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. Directors

~~Marketing~~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.

~~Because~~On June ~~we are no longer marketing our principal energy drink products~~13, ~~not to mention Tonify and X-Mint~~2016, ~~and~~the ~~given~~Board ~~that~~of weDirectors ~~only~~appointed ~~began~~David ~~marketing~~M. ~~two~~Baum ~~entirely~~as ~~new products early and late last year~~Director, weChief doFinancial ~~not~~Officer ~~believe~~and ~~that~~Chief ~~comparing~~Operating ~~cost~~ Officer of ~~goods sold and other comparisons for~~ the ~~same periods in 2015 and 2014 is particularly relevant or meaningful~~Company.

WeIssuance of ~~have~~Convertible ~~spent~~Note ~~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.~~ Payable

~~Shipping~~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.

~~Our~~On July ~~products~~21, ~~are~~2016, ~~light weight and inexpensive to ship through~~ the USCompany ~~Postal~~cancelled ~~Service~~David orBaum’s ~~one~~Note ofand ~~the~~issued ~~private~~a ~~shipping~~new ~~services. We~~revised ~~pass~~Note ~~this~~with ~~cost~~July on1, to2016 ~~the customer~~offering.

~~Liquidity and Capital Requirements~~7

AsUplift ofNutrition ~~our first quarter ended March 31, 2015, we had $7,937 in cash in our bank account~~Inc. 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.

WeNotes ~~hope~~ to beUnaudited ~~able~~Consolidated 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. Financial Statements

WeJune ~~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~~30, 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.2015

~~Selected~~NOTE 9 ~~Financial~~– ~~Data~~SUBSEQUENT EVENTS (Continued)

~~Because, under current management, we have not been operating long enough to generate significant sales at the present time~~ Sale of ~~our~~Equity 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.Securities

~~Results~~On July 1, 2016, the Company commenced an offering to sell up to a total of ~~Operations~~$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.

~~Three~~The notes ~~Months~~will ~~Ended~~mature ~~March~~and ~~31,~~are ~~2015~~due and ~~2014~~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.

~~Loss~~The Notes ~~from~~are ~~Operations~~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.

WeAs of ~~did not realize revenues for~~ the ~~three-month~~date ~~periods~~of ~~ended March 31, 2015 and 2014. During~~ the ~~three months ended March 31~~filing, ~~2015~~an ~~(“first~~aggregate ~~quarter”),~~amount ~~we recorded total operating expenses~~ of $4125,~~680,~~000 ~~consisting~~ of ~~$4,004~~the inCompany’s ~~professional~~securities ~~fees~~have ~~and~~been ~~$676~~sold into ~~general~~six ~~and~~accredited investors ~~administrative~~resulting ~~expenses.~~in In the ~~comparable~~issuance ~~first quarter~~ of ~~2014, we recorded operating expenses totaling~~ $4142,~~331,~~045 ~~consisting of $3,436~~ in ~~professional~~convertible ~~fees~~debt and ~~$895~~15,000,000 inrestricted ~~general~~shares ~~and~~of ~~administrative~~common ~~expenses~~stock.

~~Other~~Issuance of ~~Expenses~~Common Stock for Services

~~During~~On September 6, 2016, the ~~three~~Company ~~month~~entered ~~periods~~into ~~ended~~a ~~March~~consulting 31agreement with Ms. Sharon Will, ~~2015~~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 ~~2014~~those weshares ~~recorded~~based ~~interest~~on ~~expense~~the ~~totaling~~market price on the agreement date of $20.072,~~116~~ ~~and~~recognizing $136,~~614,~~000 ~~respectively~~of consulting expense.

~~Net~~Issuance of ~~Loss~~Warrants for Services

~~The~~On June ~~above~~3, ~~factors~~2016, ~~resulted~~pursuant into aan ~~net~~agreement ~~loss~~with ~~for~~David Baum, the ~~first~~Company ~~quarter~~issued ~~ended~~warrants ~~March~~to 31purchase 5,000,000 ~~2015~~shares inof ~~the~~common ~~amount~~stock. The stock is exercisable for a period of ~~$6,796~~3 (years at a price of $0.00001 per share), ~~compared~~commencing tosix ~~net~~months ~~loss~~after the date of the issue date. The Company will recognize $5198,~~945~~091 ~~($0.00~~in ~~per~~stock ~~share)~~based compensation ratably over the six month service period for the ~~first~~fair ~~quarter~~value of ~~ended~~these ~~March~~warrants ~~31,~~based ~~2014~~on a Black-Scholes option-pricing model.

~~Liquidity~~On June ~~and~~3, ~~Capital~~2016, ~~Resources~~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.

~~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~~ Issuance and ~~accrued~~Conversion ~~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~~Convertible inNote ~~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.~~ Payable

~~Because~~On August we22, ~~currently have no revenues and limited available cash~~2015, ~~for~~ the ~~immediate~~Company ~~future~~issued wea ~~believe~~convertible wenote ~~will~~payable ~~have~~ to ~~rely~~Sean onMartin ~~potential~~for ~~advances from stockholders to continue to implement our business activities~~$2,000. ~~There~~The isnote nobears ~~assurance~~10% ~~that~~interest ~~our~~per ~~stockholders~~annum and ~~will~~has ~~continue~~a ~~indefinitely~~maturity todate ~~provide~~of ~~additional~~August ~~funds~~22, or2016. ~~pay~~The ~~our~~note ~~expenses. It~~ is ~~likely~~convertible ~~the~~at ~~only~~any ~~other~~time ~~source~~into shares of ~~funding~~the ~~future~~Company’s ~~operations~~common ~~will~~stock at bea ~~through~~rate ~~the private sale~~ of ~~our~~$0.02 ~~securities,~~per ~~either equity or debt~~share.

AtOn August ~~March 31~~16, ~~2015~~2016, wethe ~~had~~Board ~~stockholders’ deficit~~ of ~~$113,089~~Directors ~~compared~~amended tothe ~~stockholders’~~conversion ~~deficit~~rate offor ~~$106,293~~the atSean ~~December~~Martin ~~31,~~Note ~~2014~~to $0. ~~The~~001 ~~increased~~per ~~deficit~~share isand ~~primarily~~approved the ~~due~~conversion toof the ~~net~~Note ~~loss~~in ~~of $6,796~~full.

~~Our~~On August ~~Budget~~22, ~~over~~2016, pursuant to a conversion notice, the ~~Next~~Company 12issued ~~Months~~2,000,000 shares of common stock for the full conversion of this convertible note.

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.8

~~For~~Item 2. ~~information~~Management’s onDiscussion ~~the~~and ~~cost~~Analysis of ~~manufacturing~~Financial Condition and ~~packaging~~Results ~~our~~of ~~product, reference is made to our PLAN OF OPERATION section below~~Operation.

~~Contingency~~MCB Network ~~Planning~~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.

~~Any~~Results of ~~funding for emergencies is anticipated to be advanced by our majority shareholder.~~Operations

~~Off-Balance~~Three Months ~~Sheet~~Ended ~~Arrangements~~June 30, 2015 and 2014

~~None;~~Loss from ~~not~~Operations ~~applicable.~~- Continuing Operations

~~PLAN~~We did OFnot ~~OPERATION~~recognize revenues for the three-month period ended June 30, 2015 and 2014. During the three months ended June 30, 2015 (“second quarter”), we recorded total operating expenses of $10,450, consisting of $10,322 in professional fees and $128 in general and administrative expenses. In the comparable quarter of 2014, we recorded operating expenses totaling $7,615 consisting of $7,536 in professional fees, $79 in general and administrative expenses.

AsOther Expenses 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~~ ofContinuing 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. Operations

~~Our~~During the ~~Current~~three ~~On-Line~~month ~~Marketing/Advertising~~periods ~~Strategy~~ended June 30, 2015 and 2014 we recorded interest expense totaling $1,467 and $1,719, 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 June 30, 2015.

AsNet Loss ~~disclosed~~- ~~above,~~Continuing 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. Operations

InThe above ~~order~~factors resulted in a net loss from continuing operations for ~~our~~the ~~Internet/eCommerce~~quarter ~~business~~ended toJune ~~succeed~~30, we2015 ~~additionally~~in ~~plan~~the amount of $513,693 ($0.02 ~~among~~per ~~those~~share), ~~things~~compared ~~mentioned~~to ~~above~~net loss of $9,334 ~~and~~($0.00 onper anshare) ~~on-going~~for ~~basis~~the quarter ended June 30, ~~to:~~2014.

--For the ~~make~~three ~~significant~~months ~~investments~~ended inJune ~~our~~30, ~~Internet/eCommerce~~2015, ~~business~~we reported a loss from discontinued operations of $2,318. ~~including~~For ~~upgrading~~the ~~our~~three ~~website~~months asended itJune 30, ~~becomes~~2014, ~~necessary~~we reported income from discontinued operations of $418.

--Six Months ~~get~~Ended ~~other~~June ~~food~~30, 2015 and ~~nutrition websites to link to ours~~2014

--Loss from ~~significantly~~Operations ~~increase~~- ~~online~~Continuing ~~traffic and sales volume in every way we can~~Operations

We did not recognize revenues for the six--month ~~attract~~period ended June 30, 2015 and ~~retain~~2014. aDuring ~~loyal~~the ~~base~~six months ended June 30, 2015, we recorded total operating expenses of ~~frequent~~$15,130, ~~visitors~~consisting toof ~~our~~$14,326 ~~website~~in ~~who~~professional ~~will~~fees ~~give~~and us$804 ~~feedback~~in ~~about~~general ~~our~~and ~~product~~administrative expenses. In the comparable period of 2014, we recorded operating expenses totaling $11,946 consisting of $10,972 in professional fees, $974 in general and administrative expenses.

Other Expenses -- ~~expand~~Continuing ~~the products and services offered on our website~~Operations

--During the ~~respond~~six tomonth ~~competitive~~periods ~~developments~~ended June 30, 2015 and ~~maintain~~2014 ~~our~~we ~~distinct~~recorded ~~brand~~interest ~~identity~~expense totaling $3,583 and $3,333, 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 June 30, 2015.

~~-- form and maintain relationships with strategic partners, particularly retail food stores and outlets~~9

Net Loss -- ~~provide~~Continuing ~~quality customer service~~Operations

The above factors resulted in a net loss from continuing operations for the six--month ~~continue~~period ended June 30, 2015 in the amount of $520,489 ($0.03 per share), compared to ~~develop~~net ~~and~~loss ~~upgrade~~of ~~our~~$15,279 ~~services~~($0.00 ~~and~~per ~~technologies~~share) for the quarter ended June 30, 2014.

WeFor the ~~Intend~~six tomonths ~~Pursue~~ended ~~Additional~~June ~~Marketing~~30, ~~Ideas~~2015, ~~and~~we ~~Avenues~~reported ona anloss ~~On-Going~~from ~~Basis~~ discontinued operations of $2,318. For the six months ended June 30, 2014, we reported a net income from discontinued operations of $418.

~~Marketing ideas that have not as yet been implemented by us for want of capital but which we intend to seriously consider~~ Liquidity and ~~which~~Capital ~~are designed to additionally promote us and our website:~~Resources

~~(1)~~Total assets ~~through~~at ~~reciprocal~~June ~~links~~30, ~~with~~2015 ~~other~~were ~~websites;~~$0, compared to $10,499 in cash and $655 in assets held for sale at December 31, 2014. Total liabilities at June 30, 2015 were $4,700, consisting of $4,700 in accounts payable and accrued expenses. 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.

~~(2)~~Because we ~~through~~currently ~~advertising~~have no revenues and limited available cash, for the immediate future we believe we will have to rely on ~~other~~potential advances ~~health~~from ~~and~~stockholders ~~nutrition~~to ~~websites~~continue (to ~~the~~implement ~~extent~~our ~~advertising~~business ~~capital~~activities. There is ~~available~~no ~~for~~assurance ~~such~~that ~~purposes);~~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.

~~(3)~~At June ~~through~~30, ~~ads~~2015, ~~placed~~we inhad ~~various~~stockholders’ ~~health~~deficit ~~and~~of ~~nutrition~~$4,700 ~~food~~compared ~~magazines~~to ~~such~~stockholders’ asdeficit ~~Healing~~of ~~Lifestyles~~$106,293 &at ~~Spas,~~December ~~Shape~~31, 2014. The ~~Prevention,~~decreased ~~and~~deficit ~~Woman’s~~is ~~Day~~primarily (due to the ~~extent~~issuance ~~advertising~~of ~~capital~~common isstock ~~available~~to ~~for~~satisfy ~~such~~outstanding ~~purposes);~~debts.

~~(4) through attendance at health and nutrition tradeshows and expos across the country;~~Contingency Planning

~~(5)~~Any funding ~~through~~for ~~contacting~~emergencies ~~and~~is ~~then~~anticipated ~~supplying~~to ~~retail~~be ~~food~~advanced ~~stores~~by ~~across the country, including health food stores, with~~ our ~~product,~~majority ~~either on consignment basis or, on a high volume discounted basis for which they will hopefully pay us in advance; and~~shareholder.

~~(6) through~~Off-Balance Sheet ~~the giving of product demonstrations in store locations and even malls.~~Arrangements

~~Obligation~~None; not ~~of Our Principal Shareholder to Finance Us in Our Reporting Obligations~~applicable.

~~As stated elsewhere in this document, our principal shareholder, H~~Item 3. Quantitative 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~~Qualitative ~~majority~~Disclosures ~~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~~Market itRisk 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~~This item ~~Chairman of the Board, CEO, President and Chief Financial Officer~~ is ~~Geoff~~not ~~Williams,~~applicable ~~the~~to ~~son~~smaller ofreporting ~~our majority stockholder~~companies.

~~Employees,~~Item 4. Controls ~~Experts, Consultants~~ and ~~Advisors~~Procedures

~~Currently,~~Management’s Report weon ~~have~~Disclosure noControls ~~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.~~Procedures

~~Our~~Disclosure controls ~~directors~~ and ~~officers~~procedures do(as ~~not~~defined ~~typically~~in ~~receive~~Rules 13a-15(e) ~~any~~and ~~remuneration~~15d-15(e) ~~for~~under ~~their~~the ~~services~~Securities ~~nor~~Exchange Act of 1934) are ~~they~~designed to ~~accruing~~ensure ~~earned~~that ~~compensation. We~~information ~~might~~required to be disclosed in reports filed or submitted under the Exchange Act is recorded, ~~however~~processed, summarized ~~approve~~and reported within the ~~issuance~~time ofperiods ~~stock~~specified ~~from~~in ~~time~~SEC torules ~~time~~and asforms. Disclosure aand ~~bonus~~control ~~for~~procedures ~~work~~are also designed to ensure that ~~has~~such ~~been~~information ~~performed~~is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

InAs of ~~implementing~~the ~~our~~end ~~business~~of ~~plan,~~the weperiod ~~are~~covered ~~holding~~by ~~expenses~~this toquarterly areport, ~~minimum~~we ~~and~~carried weout ~~plan~~an toevaluation, ~~obtain~~under ~~expert~~the supervision and ~~other~~with ~~services~~the onparticipation of amanagement, ~~contingency~~including ~~basis~~our ifchief executive officer and ~~when~~principal ~~needed. Until~~accounting ~~now~~officer, ~~when~~of wethe ~~need~~effectiveness ~~advertising~~of ~~capital,~~the wedesign ~~have~~and operation ~~not~~of ~~had~~our adisclosure ~~particular~~controls orand ~~specific~~procedures. In ~~need~~designing ~~for~~and ~~any~~evaluating ~~outside~~the ~~experts~~disclosure controls and procedures, management ~~advisors~~recognizes orthat ~~consultants. If~~there weare ~~engage~~inherent ~~outside~~limitations ~~advisors~~to orthe ~~consultants~~effectiveness ~~for~~of any ~~particular~~system ~~purpose~~of disclosure controls and procedures, including wethe ~~will~~possibility ~~have~~of tohuman ~~make~~error aand ~~determination~~the ascircumvention toor ~~how~~overriding ~~such~~of ~~persons~~the ~~will~~controls beand ~~compensated~~procedures. ~~So far~~Accordingly, even weeffective ~~have~~disclosure ~~NOT~~controls ~~made~~and ~~any~~procedures ~~arrangements~~can oronly ~~definitive~~provide ~~agreements~~reasonable asassurance ~~yet~~of toachieving ~~use~~their ~~outside~~desired ~~experts~~control objectives. Additionally, ~~advisors~~in orevaluating ~~consultants~~and ~~for~~implementing ~~any~~possible ~~reason. This~~controls isand ~~because~~procedures, somanagement ~~far,~~is werequired ~~have~~to ~~not~~apply ~~needed~~its toreasonable judgment. WeBased doon ~~have~~the aevaluation ~~website~~described ~~technician~~above, ~~whom~~our wemanagement, ~~have~~including ~~hired~~our ~~to,~~principal ~~among~~executive ~~other~~officer ~~things,~~and ~~enhance~~principal accounting ~~our~~officer, ~~html~~concluded ~~source~~that, oras ~~description~~of ~~codes,~~June ~~namely~~30, ~~Keywords~~2015, on our ~~website~~disclosure socontrols ~~that~~and ~~information~~procedures iswere ~~more~~not ~~easily~~effective ~~susceptible~~due to ~~Yahoo!~~a lack of adequate segregation of duties and ~~Google’s~~the ~~search~~absence ~~"crawler"~~of oran ~~“spider~~audit committee.”

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 Changes in ~~which~~Internal weControl ~~would~~over ~~need~~Financial ~~an outside advisor or consultant.~~Reporting

~~Item~~There have 3.been ~~Quantitative~~no ~~and~~changes ~~Qualitative~~in ~~Disclosures~~our ~~about~~internal ~~Market~~control ~~Risk~~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

~~This item is not applicable to smaller reporting companies.~~10

~~Item~~PART II 4.- ~~Controls~~OTHER ~~and Procedures~~INFORMATION

~~Management’s~~Item 1. ~~Report~~Legal ~~on Disclosure Controls and Procedures~~Proceedings

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 formsNone. 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 proceduresItem 1A. In ~~designing~~Risk ~~and~~Factors 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~~This item inis ~~Internal~~not ~~Control~~applicable ~~over~~to ~~Financial~~smaller ~~Reporting~~reporting companies.

~~There~~Item 2. ~~have~~Unregistered ~~been~~Sales noof ~~changes~~Equity inSecurities ~~our~~and ~~internal~~Use ~~control~~of ~~over~~Proceeds ~~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~~None.

Item 1 3. Defaults ~~Legal~~upon ~~Proceedings~~Senior Securities

None.

Item 1A 4. ~~Risk~~Mine ~~Factors~~Safety Disclosures

~~This item is~~ None; not applicable ~~to smaller reporting companies~~.

Item 2 5. ~~Unregistered~~Other ~~Sales of Equity Securities and Use of Proceeds~~information

~~None~~Our stock is quoted on the OTCQB maintained by OTC Markets Group, Inc., under the symbol UPNT.OB. See www.otcmarkets.com.

Item 3 6. ~~Defaults~~Exhibits ~~upon~~and ~~Senior~~Reports ~~Securities~~on Form 8-K.

~~None.~~ (a) Exhibits

Item 4. Mine Safety Disclosures

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

~~None;~~(b) Reports ~~not~~on ~~applicable.~~Form 8-K

~~Item 5~~None. ~~Other information~~

~~Our stock is quoted on the OTCQB maintained by OTC Markets Group, Inc., under the symbol UPNT.OB. See www.otcmarkets.com.~~11

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

~~(a)~~Pursuant to ~~Exhibits~~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.

~~31 302~~UPLIFT ~~Certification~~NUTRITION, ofINC. ~~Geoff Williams~~(Issuer)

~~32 906~~Date: ~~Certification~~September 26, 2016 /s/ Sean Martin Sean Martin Chief Executive Officer

~~(b)~~Pursuant to ~~Reports~~the requirements of the Securities Exchange Act of 1934, as amended, this Report has also been signed below by the following person on ~~Form~~behalf ~~8-K~~of the Registrant and in the capacities and on the dates indicated.

None.

Date: September 26, 2016	/s/ Sean Martin
	Sean Martin Chief Executive Officer

Date: September 26, 2016	/s/ David Baum
	David Baum Chief Financial Officer, Chief Operating Officer, Director

~~SIGNATURES~~12

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

Filing Compare · Uplift Nutrition, Inc.