UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~July 1~~ May 29, ~~2016~~2019

UPLIFT NUTRITION, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-52890		20-4669109
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

~~575 Riverside~~61 ~~Ave,~~Larbert ~~Suite 102~~Road

~~Westport, CT~~Southport ~~06880~~Ct 06890

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: 203-513-9822

61 Larbert Road

Southport, CT 06890

(Former Address of Principal Executive Offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

~~Section~~Indicate 3by –check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities ~~and~~Act ~~Trading~~of ~~Markets~~1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~ITEM~~Emerging ~~3.02~~growth ~~Unregistered sales of Equity Securities.~~company ☐

~~On July~~If 1,an ~~2016,~~emerging ~~Uplift~~growth ~~Nutrition~~company, ~~Inc.~~indicate by ~~(the~~check ~~“Company”)~~mark ~~commenced~~if anthe ~~offering~~registrant tohas ~~sell~~elected upnot to ause ~~total~~the ofextended ~~$125,000~~transition ofperiod ~~its securities,~~for ~~consisting~~complying ~~of (A) 12% Original Issue Discount Convertible Notes~~ with ~~10%~~any ~~annual~~new ~~interest~~or ~~rate~~revised ~~(the “Notes”)~~financial ~~and~~accounting ~~(B)~~standards ~~shares~~provided ofpursuant ~~restricted~~to ~~common~~Section ~~stock~~ 13(~~the “Shares”~~a) ~~at a price~~ of ~~$0.0083 per share. The minimum amount for each subscription is $12,500 (~~the ~~“Minimum~~Exchange ~~Subscription”)~~Act. ☐

~~The~~Securities ~~Notes~~registered ~~will~~pursuant ~~mature~~to ~~and~~Section ~~are due and payable one year from the date of issuance. The Notes bear an interest rate of ten percent~~ 12(~~10%~~b) ~~per~~ ~~annum, payable quarterly (the “Interest Rate”). The Notes are convertible at the election~~ of the ~~holders~~Act: ~~of the Notes into shares of the Company’s restricted common stock at a price of $0~~None.~~02 per share (the “Conversion Price”).~~

~~In no~~SECTION event shall a holder of the Note be entitled to convert any portion of his/her Note in excess of that portion of the Note upon conversion of which the sum of (1) the number of shares of common stock beneficially owned by the holder and its affiliates (other than shares of common stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Note or the unexercised or unconverted portion of any other security of the Company subject to a limitation on conversion or exercise analogous to the limitations in connection with the Notes) and (2) the number of shares of common stock issuable upon the conversion of the portion of the note, would result in beneficial ownership by the holder and its affiliates of more than 4~~.99%~~ ~~of the outstanding~~– MATTERS ~~shares~~RELATED ofTO ~~common~~ACCOUNTANTS ~~stock~~AND ofFINANCIAL ~~the Company.~~ STATEMENTS

~~If the~~Item ~~Company engages in any new debt or equity financings during the period that the Notes are outstanding, the Company will promptly provide the holders of the Notes with written notice thereof~~4. At01 ~~the~~Changes ~~election of the holders of the Notes, the Company will exchange the Notes for the debt or equity securities issued~~ in ~~any~~Registrant’s ~~such~~Certifying ~~debt or equity financings, at a thirty (30%) percent discount~~Accountant.

IfOn May 29, 2019, Sadler Gibb and Associates, ~~all~~LLC or(“Sadler ~~any~~Gibb”), ~~portion~~the independent registered public accounting firm of Uplift Nutrition Inc. (the ~~payments~~“Company”) resigned ofas ~~principal~~the company’s independent auditor, ~~interest~~effective oras ~~other~~of ~~charges~~such ~~due~~date. ~~hereunder~~Its ~~are~~reasoning ~~not~~was ~~received~~because byUplift ~~the~~Nutrition ~~holders~~Inc. is deficient on its filings since its last filing of ~~the~~its September 30, 2016 Form 10-Q dated ~~Notes~~May ~~within~~18, ~~five~~2017. The Company’s Board of Directors (5the “Audit Committee”) ~~days~~is currently in the process of selecting a replacement independent registered public accounting firm for the ~~date~~Company ~~such~~for ~~payment~~the isyear ~~due~~ending December 31, 2016, and ~~then~~beyond. The Audit Committee intends to appoint the new independent registered public accounting firm as soon as practicable. The Company ~~shall~~confirms ~~pay~~that the reports of Sadler Gibb for the years ended December 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the ~~holders~~Company’s ability to continue as a ~~late~~going ~~charge~~concern. During the years ended December 31, 2015 and 2014, and up through the date of resignation, there were (i) no disagreements (as that term is defined in ~~addition~~Item 304(a)(1)(iv) of Regulation S-K and the related instructions) tobetween the Company and Sadler Gibb on any ~~other~~matter of ~~remedies~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, that, ~~holders~~if ~~may~~not resolved to the satisfaction of Sadler Gibb, would have) ~~equal~~caused Sadler Gibb to make ~~five~~reference ~~percent~~to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such years or periods, and (5%ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of ~~each~~Regulation ~~such~~S-K). In ~~unpaid~~connection ~~payment~~with Sadler Gibb’s notice of resignation, the Company, as it is required to do, provided Sadler Gibb with a copy of this Form 8-K and requested that Sadler Gibb’s provide the Company with a letter addressed to the SEC stating whether or ~~sum~~not Sadler Gibb agrees with the above disclosures.

~~As of~~SECTION ~~the~~9 ~~date~~– FINANCIAL STATEMENTS ofAND ~~this filing, an aggregate amount of $75,000 of the Company’s securities have been sold to three accredited investors.~~EXHIBITS

2Item 9.01 Financial Statements and Exhibits.

SIGNATURES

Exhibit No.		Description
16.1		Letter from Sadler, Gibb & Associates, LLC to the Securities and Exchange Commission

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.1

Date: July 26, 2016	UPLIFT NUTRITION, INC.
	By:	/s/ Sean Martin
		Name:	Sean Martin
		Title:	Chief Executive Officer

SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, as amended the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 4, 2019	UPLIFT NUTRITION, INC.

	By:	/s/ Sean Martin
		Name:	Sean Martin
		Title:	Chief Executive Officer

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