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 ~~March~~June 3130, 2016

☐ 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.)
(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 March 924, 2017
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.

CONDENSED BALANCE SHEETS

	March 31,			December 31,
	June 30,			December 31,
	2016			2015
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	-283		$	-
Assets held for sale		-			-
Total Current Assets		283			-
Total Current Assets		-			-
TOTAL ASSETS	$	283		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	2452,~~172~~277		$	13,~~182~~110
Convertible notes payable - related party, net of discount of $787 and $1,284, respectively		1,213			716
Convertible notes payable - related party, net of discount of $19,741 and $1,284, respectively		7,258			716
Total Current Liabilities		25,385			13,898
Accrued interest payable - related party		741			72
TOTAL LIABILITIES		25,385			13,898
Total Current Liabilities		60,276			13,898
TOTAL LIABILITIES		60,276			13,898
STOCKHOLDER'S DEFICIT
Common stock, $0.001 par value; 100,000,000 shares authorized, 46,892,597 and 46,892,597 shares issued and outstanding, as of March 31, 2016 and December 31, 2015, respectively		46,893			46,893
Common stock, $0.001 par value; 100,000,000 shares authorized, 46,892,597 and 46,892,597 shares issued and outstanding, as of June 30, 2016 and December 31, 2015, respectively		46,893			46,893
Additional paid-in capital		2,~~078~~192,~~552~~173			2,078,552
Accumulated deficit		(2,~~150~~299,~~830~~059	)		(2,139,343	)
TOTAL STOCKHOLDERS' DEFICIT		(2559,~~385~~993	)		(13,898	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-283		$	-

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

UPLIFT NUTRITION, INC.

~~STATEMENTS~~CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2016			2015			2016			2015
NET REVENUES	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Legal and professional fees		1049,~~940~~140			410,~~004~~322			60,080			14,326
General and administrative		-92,425			~~328~~128			92,425			804
Total operating expenses		10141,~~940~~565			410,~~332~~450			152,505			15,130
LOSS FROM OPERATIONS		(10141,~~940~~565	)		(410,~~332~~450	)		(152,505	)		(15,130	)
OTHER EXPENSE
Interest expense, net		-			(21,~~116~~467	)		-			(3,583	)
Interest expense - related party		(~~547~~6,664	)		-			(7,211	)		-
TOTAL OTHER EXPENSE		(547	)		(2,116	)
Loss on settlement of debt		-			(501,776	)		-			(501,776	)
NET LOSS FROM CONTINUING OPERATIONS	$	(11,487	)	$	(6,448	)
TOTAL OTHER EXPENSE		(6,664	)		(503,243	)		(7,211	)		(505,359	)
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX		-			(348	)
NET LOSS FROM CONTINUING OPERATIONS	$	(148,229	)	$	(513,693	)	$	(159,716	)	$	(520,489	)
NET LOSS	$	(11,487	)	$	(6,796	)
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX		-			(1,970	)		-			(2,318	)
BASIC AND DILUTED LOSS PER SHARE
NET LOSS	$	(148,229	)	$	(515,663	)	$	(159,716	)	$	(522,807	)
Continuing operations	$	(0.00	)	$	(0.00	)
BASIC AND DILUTED LOSS PER SHARE
Discontinued operations	$	-		$	(0.00	)
Continuing operations	$	(0.00	)	$	(0.02	)	$	(0.00	)	$	(0.03	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		46,892,597			13,892,597
Discontinued operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED		46,892,597			21,870,619			46,892,597			17,903,647

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

UPLIFT NUTRITION, INC.

~~STATEMENTS~~CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2016			2015
OPERATING ACTIVITIES
Net loss	$	(11159,~~487~~716	)	$	(6522,~~796~~807	)
Adjustment to reconcile change in net loss to net cash from operating activities:
Net (income) loss from discontinued operations		-			~~348~~2,318
Amortization of debt discount		497			-
Loss on settlement of debt		-			501,776
Fair value of warrants		88,521			-
Amortization of debt discount		6,542			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		1039,~~990~~166			~~(1,246~~993	)
Accrued interest – related party		-670			~~932~~1,584
NET CASH USED IN CONTINUING OPERATING ACTIVITIES		-(24,817	)		(616,~~762~~136	)
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATING ACTIVITIES		-			(1,800	)
NET CASH USED IN DISCONTINUED OPERATING ACTIVITIES		-			(1,663	)
NET CASH USED IN OPERATING ACTIVITIES		-(24,817	)		(817,~~562~~799	)
FINANCING ACTIVITIES
Proceeds from related party payable		-			6,000
Proceeds from capital contribution – related party		100			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			6,000
Proceeds from related party payable		-			7,300
Net decrease in cash and cash equivalents		-			(2,562	)
Proceeds from convertible note payable - related party		25,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		25,100			7,300
Net change in cash and cash equivalents		283			(10,499	)
Cash at beginning of period		-			10,499
Cash at end of period	$	-283		$	~~7,937~~-
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
NON-CASH FINANCING ACTIVITIES:
Stock issued for conversion of debt	$	-		$	122,624
Discount on convertible note payable - related party	$	25,000		$	-

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

Uplift Nutrition Inc.

Notes to the ~~Unaudited~~Condensed ~~Consolidated~~ Financial Statements

~~March 31~~June 30, 2016

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS

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.

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.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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~~June 3130, 2016, 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, 2015 audited financial statements. The results of operations for the periods ended ~~March~~June 3130, 2016 are not necessarily indicative of the operating results for the full years.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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 ~~100~~15,~~000~~869,231 and 0 common stock equivalents as of ~~March~~June 3130, 2016 and 2015, respectively, that were not included in the calculation of diluted loss per share as this effect would have been anti-dilutive.

Uplift Nutrition Inc.

Notes to the ~~Unaudited~~Condensed ~~Consolidated~~ Financial Statements

~~March 31~~June 30, 2016

(Unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock Based Compensation

The Company records stock based compensation in accordance with ASC Topic 718, “Stock Compensation” (“ASC 718”) and Staff Accounting Bulletin No. 107 (“SAB 107”) Share Based Payment issued by the SEC in March 2005 regarding its interpretation of ASC 718. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values employee and non-employee stock based compensation at fair value using the Black-Scholes Option Pricing Model.

Recent Accounting Pronouncements

In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements- Going Concern. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this Update are effective for the annual period ended after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on the financial statements.

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

NOTE 3 – 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,~~150~~299,~~830~~059 from June 7, 2005 (inception) through ~~March~~June 3130, 2016, including a loss of $11159,~~487~~716 for the ~~three~~six months ended ~~March~~June 3130, 2016. 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 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 income (loss) from discontinued operations presented in the income statement for the three and six months ended June 30, 2016 and 2015, consisted of the following:

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2016		2015			2016		2015

Revenue	$	-	$	-		$	-	$	-
Operating expenses
Cost of sales		-		-			-		248
General and administrative		-		1,970			-		2,070
Total operating expenses		-		1,970			-		2,318
Net Income (Loss) from discontinued operations	$	-	$	(1,970	)	$	-	$	(2,318	)

Uplift Nutrition Inc.

Notes to the ~~Unaudited~~Condensed ~~Consolidated~~ Financial Statements

~~March 31~~June 30, 2016

(Unaudited)

The income (loss) from discontinued operations presented in the income statement for the months ended March 31, 2016 and 2015, consisted of the following:

	For the Three Months Ended March 31,
	2016		2015
Revenue	$	-	$	-
Operating expenses
Cost of sales		-		248
General and administrative		-		100
Total operating expenses		-		348
Net Income (Loss) from discontinued operations	$	-	$	(348	)

NOTE 5 – 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 fair value of the common stock on the date the note was issued was $0.04, creating an intrinsic value of $0.02, which created a beneficial conversion feature (“BCF”) of $2,000. The BCF was recorded as a debt discount. The debt discount is being amortized over the term of the debt. Amortization of the debt discount for the ~~three~~six months ended ~~March~~June 3130, 2016 was $~~487~~995. The ~~balance~~ balance of debt discount as of ~~March~~June 3130, 2016 is $~~787~~290.

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.

The fair value of the common stock on the date the note was issued was $0.04, creating an intrinsic value of $0.02, which created a beneficial conversion feature (“BCF”) of $25,000. The BCF was recorded as a debt discount. The debt discount is being amortized over the term of the debt. Amortization of the debt discount for the six months ended June 31, 2016 was $5,548. The balance of debt discount as of June 30, 2016 is $19,452.

NOTE 6 – STOCKHOLDERS’ EQUITY

Common Stock

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 and the execution by all of the Purchasers, of an Irrevocable Proxy dated 2015 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.

Pursuant to a Proxy Cancellation Notice dated as of March 11, 2016, the Irrevocable Proxy and Lock-Up Agreements dated as of July 2015 were cancelled. Accordingly, the proxies granted under the Proxy Agreements by certain shareholders of the Company to Sharon Will, the Company’s then President and Director, and the control person of MCB, which entitled Ms. Will the right to vote an aggregate of 42,476,150 shares of the Company’s common stock, were cancelled, effective as of the date of the Cancellation Notices. The shareholders who executed the Proxy Agreements and granted the proxies thereunder are now deemed the beneficial owners of the 42,476,150 shares of the Company’s common stock.

As a result of the sale of 9,476,150 shares of restricted common stock of the Company to the Purchasers by MCB; and the cancellation of the proxies to vote 42,476,150 shares of restricted common stock granted to Ms. Will, Ms. Will no longer beneficially owns 42,476,150 shares (90.58%) of the Company’s common stock and therefore does not have voting control of the Company

Uplift Nutrition Inc.

Notes to the ~~Unaudited~~Condensed ~~Consolidated~~ Financial Statements

~~March 31~~June 30, 2016

(Unaudited)

On June 3, 2016, pursuant to an agreement with David Baum, the Company’s CFO and COO, 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 recognized $29,505 in stock based compensation during the period for the fair value of these warrants based on a Black-Scholes option-pricing model. The Company will recognize an additional $170,471 in stock-based compensation in connection with these warrants.

On June 3, 2016, pursuant to an agreement with Sean Martin, the Company’s CEO, 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 recognized $59,016 in stock based compensation during the period for the fair value of these warrants based on a Black-Scholes option-pricing model. The Company will recognize an additional $340,984 in stock-based compensation in connection with these warrants.

A summary of the Company’s warrant activity during the year ended December 31, 2016 is presented below:

	June 30, 2016
Volatility	381.3 % - 412.7	%
Expected remaining term (in years)	3 - 5
Risk-free interest rate	.92% - 1.23	%
Expected dividend yield	None

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants		Shares		Price		Term		Value
Balance Outstanding, December 31, 2015		-	$	-		-	$	-
Granted		15,000,000		0.001		4.26		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, June 30, 2016		15,000,000	$	0.001		4.26	$	453,000

Exercisable, June 30, 2016		-	$	-		-	$	-

Uplift Nutrition Inc.

Notes to the Condensed Financial Statements

June 30, 2016

(Unaudited)

NOTE 7 – SUBSEQUENT EVENTS

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

Change in Officers and Directors

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

Issuance of Convertible Notes and Restricted Common Shares

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 conversion price was subsequently reduced to $0.001.

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. These provisions will require derivative accounting treatment for these notes.

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. Of the $140,818 in convertible debt issued, $25,000 was issued to a current officer of the Company. Of the 15,000,000 shares of common stock offered, 3,000,000 were issued to a current officer of the Company.

Uplift Nutrition Inc.

Notes to the Unaudited Consolidated Financial Statements

March 31, 2016

(Unaudited)

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’s CFO and COO, 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’s CEO, 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 July 21, 2016, the Company cancelled the April 20, 2016 convertible note issued to David Baum’s and issued a new revised Note with the July 1, 2016 offering.

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 ~~March~~June 3130, 2016 and 2015

Loss from Operations - Continuing Operations

We did not recognize revenues for the three-month period ended ~~March~~June 3130, 2016 and 2015. During the three months ended ~~March~~June 3130, 2016, we recorded total operating expenses of $141,565 consisting of $1049,~~940~~410 of professional fees and $92,425 of general and administrative expenses. InApproximately $88,500 of general and administrative expenses relate to stock-based compensation recognized on warrants granted during the period. In the comparable quarter of 2015, we recorded operating expenses totaling $410,~~332~~ 450 consisting of $410,~~004~~322 in professional fees and $~~328~~128 in general and administrative expenses.

Other Expenses - Continuing Operations

During the three month ~~periods~~period ended ~~March~~June 3130, 2016 ~~and~~we recorded related party interest expense totaling $6,664. During the three months ended June 30, 2015, we recorded interest expense ~~totaling~~of $~~547~~1,467 and a loss on settlement of debt of $2501,~~116, respectively~~776.

Net Loss - Continuing Operations

The above factors resulted in a net loss from continuing operations for the quarter ended ~~March~~June 3130, 2016 in the amount of $11148,~~487~~229 ($0.00 per share), compared to net loss of $6513,~~448~~693 ($0.0002 per share) for the quarter ended ~~March~~June 3130, 2015.

For the three months ended ~~March~~June 3130, 2016, we reported no income or loss from discontinued operations. For the three months ended ~~March~~ 31June 30, 2015, we reported a loss from discontinued operations of $~~348~~1,970.

Six Months Ended June 30, 2016 and 2015

Loss from Operations - Continuing Operations

We did not recognize revenues for the six-month period ended June 30, 2016 and 2015. During the six months ended June 30, 2016, we recorded total operating expenses of $152,505 consisting of $60,080 in professional fees and $92,425 in general and administrative expenses. Approximately $88,500 of general and administrative expenses relate to stock-based compensation recognized on warrants granted during the period. In the comparable quarter of 2015, we recorded operating expenses totaling $15,130 consisting of $14,326 in professional fees and $804 in general and administrative expenses.

Other Expenses - Continuing Operations

During the six month period ended June 30, 2016 we recorded related party interest expense totaling $7,211. During the six month period ended June 30, 2015 we recorded interest expense of $3,583 and loss on settlement of debt of $501,776.

Net Loss - Continuing Operations

The above factors resulted in a net loss from continuing operations for the quarter ended June 30, 2016 in the amount of $159,716 ($0.00 per share), compared to net loss of $520,489 ($0.03 per share) for the quarter ended June 30, 2015.

For the six months ended June 30, 2016, we reported no income or loss from discontinued operations. For the six months ended June 30, 2015, we reported a loss from discontinued operations of $2,318.

Liquidity and Capital Resources

Total assets at ~~March~~June 3130, 2016 and December 31, 2015 were $283 and zero, respectively. Total liabilities at ~~March~~June 3130, 2016 were $2560,~~385~~276, consisting of $2453,~~172~~018 in accounts payable and accrued expenses and $17,~~213~~258 in convertible notes payable, net of debt discounts. At December 31, 2015, total liabilities were $13,898 consisting of $13,182 in accounts payable and accrued expenses and $716 in convertible notes payable, net of debt discounts.

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

At March 31, 2016, we had stockholders’ deficit of $25,385 compared to stockholders’ deficit of $13,898 at December 31, 2015. The increased deficit is primarily due to an increase in accounts payable in the quarter ending March 31, 2016.

At June 30, 2016, we had stockholders’ deficit of $59,993 compared to stockholders’ deficit of $13,898 at December 31, 2015. The increased deficit is primarily due to an increase in accounts payable in the quarter ending June 30, 2016.

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 ~~March~~June 3130, 2016, 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 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 an amendment to the conversion price of this ~~subject~~Note ~~note~~to ~~in full~~$0.001. 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 April 10, 2016, the Company issued a convertible note payable to a current officer and director 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 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 $0.001 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: March 0924, 2017 /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: March 09, 2017	/s/ Sean Martin
Date: March 24, 2017	/s/ Sean Martin
	Sean Martin Chief Executive Officer
Date: March 09, 2017	/s/ David Baum
Date: March 24, 2017	/s/ David Baum
	David Baum Chief Financial Officer, Chief Operating Officer, Director

Filing Compare · Uplift Nutrition, Inc.