UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

~~[ X ]~~S ANNUAL REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ~~ending~~ended: February 2829, ~~2011~~2012

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

~~[ ] TRANSITION~~For ~~REPORT~~the ~~UNDER~~transition ~~SECTION~~period 13from OR_______________ ~~15(d)~~to ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~_______________

~~For~~Commission ~~the~~File ~~Transition~~Number: ~~period from to~~ 000-53304

~~Commission~~STRIKE ~~File~~AXE, ~~Number~~INC. ~~: 000-53303~~(Exact name of registrant as specified in its charter)

Strike Axe, Inc.

Delaware

26-2329797

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

~~(Exact~~267 ~~name~~W. of1400 ~~registrant~~S., asSuite ~~specified~~101 inSt. ~~its~~George, ~~charter~~UT 84790 (Address of principal executive offices)

Delaware		26-239797
State or other jurisdiction of Incorporation or organization		(I.R.S. Employer Identification No.

(435) 680-2971

(Registrant’s telephone number, including area code)

21724 E. Stanford Circle, Elkhorn, Nebraska	68022
(Address of principal executive offices)	(Zip Code)

Securities Registered pursuant to Section 12(b) of the Act: None

~~Registrant’s~~Securities ~~telephone~~Registered ~~number,~~pursuant ~~including~~to ~~area~~Section ~~code:~~ 12(~~402~~g) ~~681-4635~~of the Act: Common Stock, $0.0001 par value

~~Securities~~Indicate ~~registered~~by tocheck ~~Section~~mark ~~12(b)~~if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. £ ~~None~~Yes S No

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.0001		N/A

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. £ Yes S No

~~Securities~~Indicate ~~registered~~by check mark whether the registrant (1) has filed all reports required to be filed by Section 1213 or 15(gd) 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.

~~(Title~~S Yes £ No ~~of class) (Title of class)~~

Indicate by check mark ifwhether ~~the~~ registrant ishas asubmitted ~~well-known~~electronically ~~seasoned~~and ~~issuer~~posted on its corporate Web site, asif ~~defined~~any, inevery Interactive Data File required to be submitted and posted pursuant to Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Act~~(§232.405 ~~Yes~~of ¨this Nochapter) þduring ~~Indicate~~the bypreceding ~~check~~12 ~~mark~~months if(or ~~the~~for ~~registrant~~such isshorter ~~not~~period ~~required~~that tothe ~~file~~registrant ~~reports~~was ~~pursuant~~required to ~~Section~~submit 13and orpost ~~Section~~such ~~15(d~~files) ~~of the Act~~. £ Yes ¨ S No þ

Indicate ~~with~~by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~a bynon-accelerated ~~Section~~filer, ~~13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (~~or ~~for~~a ~~such~~smaller ~~shorter~~reporting ~~period~~company. ~~that~~See the ~~registrant~~definitions ~~was~~of ~~required~~“large toaccelerated ~~file such reports)~~filer,” ~~and~~“accelerated ~~(2)~~filer” ~~has been subject to such filing requirements for the past 90 days. Yes þ No ¨ Indicate by check mark whether registrant has submitted electronically~~ and ~~posted~~“smaller onreporting ~~its~~company” ~~corporate~~in ~~Web site, if any, every Interactive Data File required to be submitted and posted pursuant to~~ Rule ~~405 of Regulation S~~12b-T2 ~~(§232.405~~ of ~~this chapter) during~~ the ~~preceding~~Exchange ~~12 months (or for such shorter period that the registrant was required to submit and post such files)~~Act. ~~Yes ¨ No þ~~

~~Indicate~~Large by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelerated filer, an£ ~~accelerated~~Accelerated filer, a£ ~~non~~Non-accelerated filer, or£ aSmaller ~~smaller~~ reporting company. ~~See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~S

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the ¨registrant ~~Non-accelerated~~is ~~filer~~a ¨shell company (Doas ~~not~~defined ~~check~~in ifRule a12b-2 ~~smaller~~of ~~reporting~~the ~~company~~Act) ~~Smaller reporting company þ~~.

~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).~~ £ Yes þ S No ¨

The ~~number of shares outstanding of the~~ registrant’s ~~Common~~revenues ~~Stock~~for asits ofmost ~~May~~recent ~~25,~~fiscal ~~2011,~~year ~~$0.0001~~were ~~par~~approximately ~~value~~$20, ~~was 6,101,049~~549.

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on August 31, 2011, based on a closing price of $.50 was approximately $3,050,524. As of June 13, 2012, the registrant had 26,432,511 shares of its common stock, par value $0.0001 per share, outstanding.

STRIKE AXE, INC.

FOR THE FISCAL YEAR ENDED

FEBRUARY 29, 2012

TABLE OF CONTENTS

PART I


		Page
PART I

Item 1.	Business.	5
Item 1A.	Risk Factors.	12
Item 1B.	Unresolved Staff Comments.	20
Item 2.	Properties.	20
Item 3.	Legal Proceedings.	20
Item 4.	Mine Safety Disclosures.	20

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	21
Item 6.	Selected Financial Data.	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk.	25
Item 8.	Financial Statements and Supplementary Data.	25
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	25
Item 9A.	Controls and Procedures.	25
Item 9B.	Other Information.	26

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	27
Item 11.	Executive Compensation.	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	29
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	31
Item 14.	Principal Accounting Fees and Services.	32

PART IV

Item 15.	Exhibits, Financial Statement Schedules.	33

Item 1.

Business.

Item 1A.

Risk Factors.

Item 1B.

Unresolved Staff Comments.

Item 2.

Properties.

Item 3.

Legal Proceedings.

Item 4.

(Removed and Reserved)

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and issuer Purchases of Equity Securities.

Item 6.

Selected Financial Data.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

Item 8.

Financial Statements and Supplementary Data.

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Item 9A.

Controls and Procedures.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

Item 11.

Executive Compensation.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Item 14.

Principal Accounting Fees and Services.

PART IV

Item 15.

Exhibits, Financial Statement Schedules.

Signatures

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “ Exchange Act”). Forward-looking statements reflect the current view about future events and financial performance based on certain assumptions. They include opinions, forecasts, projections, assumptions, guidance, expectations, beliefs or other statements that are not statements of historical fact. In some cases, forward-looking statements can be identified by words such as “may”, “can”, “will”, “should”, “could”, “expects”, “hopes”, “believes”, “plans”, “anticipates”, “estimates”, “predicts”, “projects”, “potential”, “intends”, “approximates” or the negative or other variation of such terms and other comparable expressions. Forward-looking statements in this Report may include statements about:

future financial and operating results, including projections of revenues, income, expenditures, cash balances and other financial items;

our capital requirements and the need for additional financing;

our ability to protect our proprietary property rights and secure the right to use other proprietary property that we deem to be essential to the conduct of our business;

our ability to execute our growth, expansion and acquisition strategies;

current and future economic and political conditions;

overall industry and market performance;

competition;

management’s goals and plans for future operations; and

other assumptions described in this Report underlying or relating to any forward-looking statements.

The forward-looking statements in this Report are only predictions. Actual results could, and likely will, differ materially from these forward-looking statements for many reasons, including the risks described under “Risk Factors” and elsewhere in this Report. No guarantee about future results, performance or achievements can be made. These forward-looking statements are made only as of the date hereof, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

PART I

This Form 10-K contains forward-looking statements and information relating to Strike Axe, Inc., (“the Company”). The Company intends to identify forward-looking statements in this prospectus by using words such as “believes,” “intends,” “expects,” “may,” “will,” “should,” “plan,” “projected,” “contemplates,” “anticipates,” “estimates,” “predicts,” “potential,” “continue,” or similar terminology. These statements are based on the Company’s beliefs as well as assumptions the Company made using information currently available to us. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Because these statements reflect the Company’s current views concerning future events, these statements involve risks, uncertainties, and assumptions. Actual future results may differ significantly from the results discussed in the forward-looking statements.

1. Our ability to attract and retain management, and to integrate and maintain technical information and management information systems; 2. Our ability to generate customer demand for our services; 3. The intensity of competition; and 4. General economic conditions.

All written and oral forward-looking statements made in connection with this registration statement that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

Item 1. Business.

Organizational Background. We were incorporated August 6, 2007, as a subsidiary of Pristine Seafood Merger Sub, Inc. (“Pristine Merger”). Pristine Merger was a Delaware company incorporated for the purpose of re-domiciling Pristine International Seafood, Inc. from Florida. On August 14, 2007, Pristine International Seafood, inc. merged into Pristine Merger with Pristine Merger emerging as the survivor. Pristine International Seafood, Inc. was originally incorporated on July 29, 1998, in the State of Florida as Pristine Oyster.com, Inc. On January 11, 2001, Pristine Oyster.com, Inc. changed its name to Pristine International Seafood, Inc. and, following domiciliary merger with Pristine Merger, ceased to exist.

~~During~~We ~~the~~were ~~fiscal~~incorporated ~~period~~under ~~ended~~the ~~February~~name 29Strike Axe, ~~2008~~Inc. ~~we consummated a reorganization which we refer to collectively as~~ (the “~~2008 Reorganization~~Company”), ~~pursuant~~in tothe ~~Section~~State ~~251~~ of ~~the~~ Delaware ~~General~~on ~~Corporation~~August ~~Law~~6, 2007, as a ~~tax-free~~subsidiary ~~organization. On~~of ~~February 8, 2008,~~ Pristine Seafood Merger ~~caused Strike Axe~~Sub, Inc. (“~~Strike~~Pristine ~~Axe~~Merger”). Pristine toMerger bewas ~~incorporated~~a ~~in the State of~~ Delaware, ascompany aincorporated ~~direct,~~for ~~wholly-owned~~the ~~subsidiary~~purpose of ~~Pristine~~re-domiciling ~~Merger and caused~~ Pristine International Seafood, Inc. tofrom ~~also be incorporated in the State of Delaware as a direct wholly-owned subsidiary of Strike Axe~~Florida. ~~Under~~On ~~the~~August ~~terms~~14, ~~of the Reorganization~~2007, Pristine ~~Merger~~International ~~was~~Seafood, Inc. merged ~~with and~~ into Pristine DEMerger ~~pursuant~~with toPristine ~~Section~~Merger ~~251~~emerging ofas the ~~General~~surviving ~~Corporation Law of the State of Delaware (”DGCL”)~~corporation. ~~Upon~~Pristine ~~consummation~~International ~~of the Reorganization~~Seafood, ~~each~~Inc. ~~issued and outstanding share of Pristine Merger Common Stock~~ was ~~converted~~originally ~~into~~incorporated ~~and exchanged for a share of common stock of Strike Axe (~~on aJuly ~~share-for-share basis) having the same designations~~29, ~~rights~~1998, ~~powers~~in ~~and~~the ~~preferences,~~State ~~and~~of ~~qualifications,~~Florida ~~limitations and restrictions~~ as ~~the shares of~~ Pristine ~~Merger being converted~~Oyster. ~~There~~com, ~~was no spin-off and Pristine Merger’s corporate existence ceased~~Inc. ~~Under~~On ~~the~~January ~~2008~~11, ~~Reorganization~~2001, ~~all~~ Pristine ~~Merger shareholders became shareholders of Strike Axe in the same proportion~~Oyster. ~~In conjunction with the 2008 Reorganization~~com, ~~Pristine Merger concluded a downstream merger into the second subsidiary Pristine DE~~Inc. ~~All~~ ofchanged ~~Pristine~~its ~~Merger’s~~name ~~losses and net operating losses carried forward~~ to Pristine ~~DE. Following~~International ~~the Reorganization the Company was re-domiciled to Delaware. Prior to 2004 we were a wholesale seafood company~~Seafood, ~~both domestically and internationally~~Inc. ~~Since~~ ~~2004~~ and, ~~prior~~following toa ~~consummation of the~~ domiciliary merger inwith ~~2008, neither~~ Pristine Merger, ~~nor~~ceased ~~Strike~~to ~~Axe had any existing operations~~exist.

WeDuring ~~are~~the ~~authorized~~fiscal period ended February 29, 2008, we consummated a reorganization which we refer to ~~issue~~collectively anas ~~aggregate~~the ~~amount~~“2008 Reorganization” pursuant to Section 251 of ~~one~~the ~~hundred~~Delaware ~~ten~~General ~~million~~Corporation Law (~~110~~the “DGCL”),~~000~~ as a tax-free organization. On February 8,~~000~~ 2008, Pristine Merger caused Strike Axe, Inc. (“Strike Axe”) ~~shares~~to be incorporated in the State of ~~stock~~Delaware, as a direct, wholly owned subsidiary of ~~which~~Pristine ~~one~~Merger ~~hundred~~and ~~million~~caused ~~(100~~Pristine International Seafood,~~000,000)~~ ~~shares~~Inc. ~~are~~to ~~designated~~also asbe ~~common~~incorporated ~~stock~~in ~~with~~the State of Delaware as a ~~$0.0001~~direct ~~par~~wholly ~~value,~~owned ~~and~~subsidiary ~~ten~~of ~~million~~Strike Axe (~~10,000,000~~“Pristine DE”). Under ~~shares~~the ~~are~~terms ~~designated~~of asthe ~~preferred~~2008 ~~stock~~Reorganization, Pristine Merger was merged with aand ~~$0.0001~~into ~~par~~Pristine ~~value~~DE pursuant to Section 251 of the DBCL. ~~Each~~Upon ~~shareholder~~consummation of the 2008 Reorganization, each issued and outstanding share of Pristine Merger common stock ~~shall~~was beconverted ~~entitled~~into toand ~~one~~exchanged ~~vote~~ for ~~each~~one share of common stock ~~held. As~~ of ~~May~~Strike Axe (on a share-for-share basis) having the same designations, ~~2008~~rights, ~~there~~powers ~~were~~and 6preferences,~~101~~ and qualifications,~~049~~ limitations and restrictions as the shares of ~~common~~Pristine ~~stock~~Merger ~~outstanding~~being ~~with~~converted. There was no ~~preferred~~spin-off ~~shares~~and Pristine Merger’s corporate existence ceased. Under the 2008 Reorganization, all Pristine Merger shareholders became shareholders of ~~stock~~Strike ~~outstanding~~Axe in the same proportion. In conjunction with the 2008 Reorganization, Pristine Merger concluded a downstream merger into the second subsidiary Pristine DE. All of Pristine Merger’s losses and net operating losses carried forward to Pristine DE. Following the 2008 Reorganization, the Company was re-domiciled to Delaware. Prior to 2004, we were a wholesale seafood company, both domestically and internationally. Since 2004 and prior to consummation of the domiciliary merger in 2008, neither Pristine Merger nor Strike Axe had any existing operations.

Since August 6, 2007 (inception), until ~~the~~December ~~present~~5, 2011, the Company ~~has~~was ~~been~~ inactive and could be deemed to be a so-called "“shell"” company, ~~whose only purpose at this time is to determine and implement a new business purpose. As of the date hereof, the Company can be defined as a "shell" company, an entity which is generally described as~~ having no or nominal operations and with no or nominal assets or assets consisting solely of cash and cash equivalents. As, a shell company our sole purpose, atwas ~~this time, is~~ to locate and consummate a merger or acquisition with a private entity.

4On December 5, 2011 (the “Effective Time”), pursuant to an Agreement and Plan of Reorganization, dated as of November 29, 2011, by and among, the Company and Nutritional Concepts Corp. (“Nutritional Concepts”), (the “2011 Reorganization”), Nutritional Concepts was acquired by the Company and as a result of the 2011 Reorganization, Nutritional Concepts became a wholly owned subsidiary of the Company. Prior to the 2011 Reorganization, there were 6,101,049 shares of the common stock, par value $0.0001 per share of the Company (the “Common Stock”) outstanding. Pursuant to the 2011 Reorganization (a) each of the 16,978,764 outstanding shares of the common stock of Nutritional Concepts (the “Nutritional Concepts Common Stock”) was exchanged for one share of Common Stock, and (b) each of the 5,000,000 outstanding options to purchase Nutritional Concepts Common Stock (the “Nutritional Concepts Options”) was exchanged for one option to purchase Common Stock for a total of 23,079,813 shares of Common Stock and 5,000,000 options outstanding immediately following the 2011 Reorganization.

~~Our~~Nutritional ~~common~~Concepts ~~stock~~was isformed ~~currently~~February ~~traded~~2, on2011, in the ~~Pink~~State ~~Sheets~~of ~~under~~Utah. In ~~the~~August ~~symbol~~2011, ~~SKAX. Prior~~Nutritional toConcepts ~~April~~acquired ~~16,~~the ~~2008~~rights ~~our~~to ~~stock~~purchase ~~was~~for ~~traded~~resale onand distribution, in the ~~Pink~~United ~~Sheets~~States, ~~under~~certain ~~the~~dietary ~~symbol~~supplements ~~POYS~~developed by Mega-Pro Nutrition, Inc. In addition, Nutritional Concepts markets its own proprietary nutritional supplements.

~~Business~~As a result of the 2011 Reorganization, Strike Axe changed its management and reconstituted its board of directors (the “Board of Directors”). On the Effective Time, Daniel K. Leonard, the president, the chief financial officer and

The Company voluntarily filed a Form 10 in order to make information concerning itself more readily available to the public. Management believes that being a reporting company under the Securities Exchange Act of 1934, (the “Exchange Act”), could provide a prospective merger or acquisition candidate with additional information concerning the Company. Management also believes that this could possibly make the Company more attractive to an operating business as a potential merger or acquisition candidate. As a result of filing the Form 10, the Company is now obligated to file with the SEC certain interim and periodic reports, including an annual report containing audited financial statements. The Company anticipates that it will continue to file such reports, notwithstanding the fact that, in the future, it may not otherwise be required to file such reports based on the criteria set forth under Section 12(g) of the Exchange Act.

Any target acquisition or merger candidate will become subject to the same reporting requirements as the Company following finalization of an acquisition or merger. Thus, in the event the Company successfully completes the acquisition of or merger with an operating business, that business must provide audited financial statements for at least the two most recent fiscal years or, in the event it has been in business for less than two years, audited financial statements will be required from the period of inception. This could limit the Company’s potential target business opportunities due to the fact that many private businesses either do not have audited financial statements or are unable to produce audited statements without undo time and expense.

Management plans to investigate, research and, if justified, potentially acquire or merge with, one or more businesses or business opportunities. The Company has no commitment or arrangement, written or oral, to participate in any business opportunity and management cannot predict the nature of any potential business it may ultimately consider. Management will have broad discretion in its search for and negotiations with any potential business or business opportunity.

Sources of Business Opportunities

Management intends to use various resources in its search for potential business opportunities including, but not limited to, the Company’s officers and directors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because of its lack of capital, the Company may not be able to retain, on a fee basis, professional firms specializing in business acquisitions and reorganizations. Rather, it will most likely have to rely on outside sources, not otherwise associated with the Company that will accept their compensation only after the Company has finalized a successful acquisition or merger. To date, the Company has not engaged or entered into any discussion, agreement or understanding with a particular consultant regarding its search for business opportunities. Presently, no final decision has been made nor is management in a position to identify any future prospective consultants.

If the Company elects to engage an independent consultant, it will look only to consultants that have experience in working with small companies in search of an appropriate business opportunity. Also, the consultant must have experience in locating viable merger and/or acquisition candidates and have a proven track record of finalizing such business consolidations. Further, the Company would prefer to engage a consultant that will provide services for only nominal up-front consideration and is willing to be fully compensated only at the close of a business consolidation.

The Company does not intend to limit its search to any specific kind of industry or business. The Company may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which the Company may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of or merger with an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that the Company could provide a potential public vehicle for a private entity interested in becoming publicly held without the time and expense typically associated with an initial public offering.

Evaluation

Once the Company identifies a particular entity as a potential acquisition or merger candidate, management will seek to determine whether acquisition or merger is warranted, or whether further investigation is necessary. Such determination will generally be based on management’s knowledge and experience, or with the assistance of outside advisors and consultants evaluating the preliminary information available to them. Management may elect to engage outside independent consultants to perform preliminary analysis of potential business opportunities. However, because of its lack of capital, the Company may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity.

Inthe ~~evaluating~~sole ~~potential~~director ~~business~~of ~~opportunities~~Strike Axe, ~~management~~resigned ~~will~~as ~~consider~~president and chief financial officer. As Strike Axe’s sole director, toMr. ~~the~~Leonard, ~~extent~~appointed ~~relevant~~Shaun toSullivan ~~the~~and ~~specific~~Kendall ~~situation~~Smith, ~~several~~as ~~factors~~directors ~~including:~~of Strike Axe, and they then appointed Shaun Sullivan, Kendall Smith and Jon E. Lelegren as the officers of Strike Axe, Inc.

However, in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), the other new directors did not take office until ten days after we filed an Information Statement pursuant to Rule 14f-1 of the Securities and Exchange Act of 1934, as amended, and mailed that statement to our stockholders of record (the “Effective Date”). In addition, at the Effective Time, Mr. Leonard resigned as a director of Strike Axe, Inc. effective as of the Effective Date. Finally, as soon as practicable after the 2011 Reorganization Agreement, Strike Axe intends to change its name to Nutritional Concepts Corp. or such other name as more closely reflects the current business of the Company and is available in the State of Delaware.

Prior to the consummation of the 2011 Reorganization, Strike Axe was not engaged in any trade or business and Nutritional Concepts was engaged in the business of developing and marketing nutritional supplements.

Based on the fact that after the 2011 Reorganization: (i) the former stockholders of Nutritional Concepts control the Company, (ii) we will change our name to reflect the corporate identity of Nutritional Concepts and (iii) our only business is the business that had been previously conducted by Nutritional Concepts, for accounting purposes, Nutritional Concepts is treated as the acquirer. As a result, the historical financial statements of Nutritional Concepts have become our historical financial statements and are the historical financial statements appearing elsewhere in this Report. A copy of the Agreement and Plan of Reorganization is filed as an exhibit to this Report.

We are authorized to issue an aggregate amount of one hundred ten million (110,000,000) shares of stock, of which one hundred million (100,000,000) shares are designated as common stock, par value $0.0001 per share, and ten million (10,000,000) shares are designated as preferred stock, par value $0.0001 per share. Each shareholder of common stock shall be entitled to one vote for each share of common stock held. As of June 13, 2012, there were 26,432,511 shares of common stock outstanding with no preferred shares of stock outstanding.

Our common stock is currently traded on the Over-the Counter Bulletin Board (the “OTCBB”) under the symbol “SKAX.” Prior to April 16, 2008, our stock was traded on the Pink Sheets under the symbol “POYS.”

Overview

Nutritional Concepts develops, manufactures through third party vendors, markets and distributes branded and private label vitamins and nutritional supplements in the United States and throughout the world. We currently offer one product developed by us but intend to provide a broad range of capsules, tablets and powders. We are anticipating to market a portfolio of recognized brands which have historically been marketed through wholesale distribution channels, including the Mega Pro® line of products. It is our plan to market through wholesale distribution channels and through Internet sales channels.

Our principal executive offices are located at 267 W. 1400 S., Suite 101, St. George, UT 84790 and our telephone number is (435) 680-2971. We were incorporated in the State of Delaware in 2007. Our corporate Internet web site address is www.nutritionalconcepts.net.

Our Company

We have non-exclusive rights to sell and distribute Mega Pro® products in the United States. We had an option to purchase the business of Mega Pro for $1.5 million U.S. dollars that expired on February 18, 2012. We are currently negotiating with Mega Pro to acquire certain assets. We anticipate that exercise of outstanding options along with a private placement of our common stock will provide sufficient funding to complete the asset purchase, however we have no guarantees or commitments from any party to either exercise outstanding options or participate in a private placement.

Our focus is to market and sell nutritional supplements that we develop ourselves and those to which we have the rights to sell from Mega Pro® via traditional wholesale distribution and Internet sales and marketing channels.

According to the “Nutrition Business Journal,” the sales market for vitamins, minerals and supplements in the United States was estimated to be approximately $117 billion in 2010 sales (the most recent year for which data is available). We believe that the market has reached its present size due to a number of factors, including:

~~Potential~~increased awareness of the health benefits of dietary supplements, especially as reports and medical research indicating a correlation between consumption of specific nutrients and better health continue to heighten public knowledge of the ~~Company~~benefits ~~and~~of ~~stockholders;~~dietary supplements for health;

~~Working~~a ~~capital;~~growing population of older Americans, with increased levels of education and discretionary income, who are more likely to consume dietary supplements and nutritional products, with an increasing interest in more proactively managing one’s own health needs;

~~Financial~~successful ~~requirements~~new ~~and~~product ~~availability~~introductions ofin ~~additional~~part ~~financing~~due to new scientific findings; and

~~History~~a oftrend ~~operations~~towards preventative measures and healthy living due, ifin ~~any;~~part, to increasing health care costs, dissatisfaction with existing health care systems, and increasing acceptance of alternative/preventative care.

·In recent years, nutritional supplement companies, analysts, publications and other industry sources have referenced a slower growth rate, particularly in terms of sales dollar growth, in the nutritional supplement industry. We believe that the slower growth rate is due in part to, among other factors, increased competition, including increasing competition from pharmaceutical and food companies, increased market and pricing competition, including from private label products, the general economic slowdown in the U.S., negative publicity regarding certain nutritional supplement ingredients and companies, and the general maturing of the industry.

~~Nature~~Although ofspecific ~~present~~data from the fragmented international markets is not readily available, we believe similar demographics, events and ~~expected~~other ~~competition;~~trends affect the nutritional supplement market internationally.

·Our Operations

~~Quality~~We have just recently commenced our planned principal operations and ~~experience~~have not yet generated significant sales. Through February 29, 2012, we had net sales of ~~management;~~$20,549. Our operations have been limited to developing our business plan, marketing strategy, website and promotional and advertising materials as well as developing our Proflex products.

·We currently offer our Proflex product. We are poised to market several proprietary products called Proflex and PureLife Cleanse as well as a pre-workout, post-workout and whey protein products. We use traditional wholesale distribution channels and the Internet as marketing tools to reach potential customers for our products. Our target market is between 16-75 years old, both male and female, worldwide audience that is interested in a healthier lifestyle through wellness and nutrition.

~~Need~~We intend to market a broad line of specialty supplements, vitamins and minerals under the Nutritional Concepts and Mega Pro® brands. The Mega Pro® brand has been available to consumers for ~~further~~over ~~research~~28 years. The Mega Pro® brand emphasizes high quality and natural ingredients, ~~development~~primarily orconsisting ~~exploration;~~of tablet, capsule, powder and soft gel product forms.

·We do not manufacture our products, but rather, place orders with third parties who manufacture and package our products. We then store our products in our warehouse from which we fulfill and ship orders for customers.

~~Potential~~Our ~~for growth and expansion;~~ Products

·We sell Proflex, a proprietary joint pain relief supplement made from 100% natural ingredients. Based on clinical studies, Proflex was created using glucosamine combined with other natural herbs and minerals. This is our only product other than the Mega Pro products we are licensed to sell.

~~Potential~~We ~~for~~are ~~profits;~~developing ~~and~~PureLife Cleanse, a proprietary colon cleanse product, as well as a pre-workout, post-workout

Other factors deemed relevant to the specific opportunity

Because the Company has not yet located or identified any specific business opportunity, there are certain unidentified risks that cannot be adequately expressed prior to identifying a specific target. There can be no assurance following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many potential business opportunities available to the Company may involve a new and untested technology, product, process or market strategy, which may not ultimately prove successful.

Form of Potential Acquisition or Merger

The Company cannot predict the manner in which it might participate in a particular prospective business opportunity. Each separate potential opportunity will be reviewed and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which the Company participates in a specific opportunity will depend upon the nature of its business, the respective needs and desires of the Company and the opportunity’s management, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or other form of consolidation. The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization, however, it presently does not intend to participate in an opportunity through the purchase of a minority stock position.

Because it has no assets and a limited operating history, in the event the Company successfully acquires or merges with an operating business, it is likely that current stockholders will experience substantial dilution. It is also probable that there will be a change in control of the Company. The owners of a business that the Company acquires or mergers with will most likely effectively control the Company following such transaction. Management has not established any guidelines as to the amount of control it will offer to prospective target. Instead, management will attempt to negotiate the best possible agreement for the benefit of the stockholders.

Presently, management does not intend to borrow funds to compensate any person, consultant, promoter or affiliate in relation to the consummation of a potential merger or acquisition. However, if the Company engages any outside advisor or consultant in its search for business opportunities, it may be necessary to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital, most likely the only method available would be the private sale of securities. These possible private sales would most likely have to be to persons known by the officers and directors or to venture capitalists that would be willing to accept the risks associated with investing in a business with limited operations. Because the Company is a development stage company, it is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. Management will attempt to acquire funds on the best available terms. However, there can be no assurance that the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on reasonable and/or acceptable terms. Although not presently anticipated, there is a remote possibility that the Company could sell securities to its management or affiliates to raise funds.

There exists a possibility that the terms of any future acquisition or merger transaction might include the sale of shares presently held by the Company’s officers and/or directors to parties affiliated with or designated by the potential target. Presently, management has no plans to seek or actively negotiate such terms. However, if this situation does arise, management is obligated to follow the Company’s Articles of Incorporation and all applicable corporate laws in negotiating such an arrangement. Under this scenario of a possible sale by officers and directors, it is unlikely that similar terms and conditions would be offered to all other stockholders of the Company or that the stockholders would be given the opportunity to approve such a transaction.

In the event of a successful acquisition or merger, a finder’s fee, in the form of cash or securities, may be paid to a person or persons instrumental in facilitating the transaction. No criteria or limits have been established for the determination of an appropriate finder’s fee, although it is likely that any fee will be based upon negotiations by management, the business opportunity and the finder. Management cannot at this time make an estimate as to the type or amount of a potential finder’s fee that might be paid. It is unlikely that a finder’s fee will be paid to an affiliate of the Company because of the potential conflict of interest that might result. However, if such a fee were paid to an affiliate, it would have to be in such a manner so as not to compromise the affiliate’s possible fiduciary duty to the Company or violate the doctrine of corporate opportunity.

The Company believes that it is highly unlikely that it will acquire or merge with a business in which the Company’s management, affiliates or promoters have an ownership interest. Any possible related party transaction of this type would have to be ratified by a disinterested Board and by the stockholders. Management does not anticipate an acquisition or merger with a related entity. Further, as of the date hereof, no officer, director, affiliate or associate has had any preliminary contact or discussions with any specific business opportunity, nor are there any present plans, proposals, arrangements or understandings regarding the possibility of an acquisition or merger with any specific business opportunity.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. It is anticipated that it will also be a method of taking a private company public known as a “back door” 1934 Act registration procedure.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition as a so-called “tax-free” reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code.

We will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company’s attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.

Our present intent is that we will not acquire or merge with any entity which cannot provide independent audited financial statements at the time of closing of the proposed transaction and supply other information that is normally disclosed in filings with the Securities and Exchange Commission. We are subject to all of the reporting requirements included in the 1934 Act. These rules are intended to protect investors by deterring fraud and abuse in the securities markets through the use of shell companies. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 8-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company’s audited financial statements included in its annual report on Form 10-K. In addition, in the filing of the Form 8-K that we file to report an event that causes us to cease being a shell company, we are required to include that information that is normally reported by a company in its original Form 10.

ACCOUNTING FOR A BUSINESS COMBINATION

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards “SFAS” No. 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being subsumed into goodwill, or alternatively, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS No. 142 requires the use of a non-amortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles is more than its fair value. Goodwill is the excess of the acquisition costs of the acquired entity over the fair value of the identifiable net assets acquired. The Company is required to test goodwill and intangible assets that are determined to have an indefinite life for impairments at least annually. The provisions of SFAS No. 142 require the completion of an annual impairment test with any impairment recognized in current earnings. The provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business combination that we may enter into in the future.

INVESTMENT COMPANY ACT OF 1940

Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, our management believes that we will not be subject to regulation under the Investment Company Act of 1940 insofar as the Company will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in the Company holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act of 1940. In

~~such event, we would be required to register as an investment company~~ and ~~could~~whey beprotein ~~expected to incur significant registration and compliance costs~~products. We have obtained no formal determination from the Securities and Exchange Commission as to the status of the Company under the Investment Company Act of 1940 and, consequently, any violation of such Act would subject the Company to material adverse consequences.

~~EMPLOYEES~~We also intend to distribute the Mega Pro line of 29 unique products in the United States. Mega Pro was established 28 years ago and Mega Pro products are frequently found in stores such as Walmart, Rite-Aid, Albertsons and GNC.

~~Daniel~~Mega K.Pro ~~Leonard~~products ~~currently~~include ~~devotes~~the ~~his time to~~ over-the-counter ~~Company’s~~pharmaceuticals ~~business on an as needed basis. Management expects to use consultants~~Vasopro, ~~attorneys~~Rapid ~~and~~Actin ~~accountants~~Ephedrine ~~as necessary,~~ and ~~does not anticipate a need to engage any full~~Bronch-~~time~~eze. ~~employees~~These soproducts ~~long~~are asfor the ~~Company~~temporary isrelief ~~seeking~~of ~~and~~shortness ~~evaluating~~of ~~business~~breath, ~~opportunities. The~~tightness ~~need~~of ~~for~~chest, ~~employees~~ and ~~their~~wheezing ~~availability~~due ~~will be addressed in connection with the decision whether or not~~ to ~~acquire~~bronchial ~~or participate in specific business opportunities~~asthma.

~~FACILITIES~~Mega Pro sports nutrition supplements include products for weight gain, weight loss, amino acids, energy and endurance supplements and powders, specialty products for alertness and energy and muscle building supplements.

The Company currently has no facilities. We have a mailing address of 21724 E. Stanford Circle, Elkhorn, Nebraska 68022. It is contemplated that at such future time as the Company acquires or merges with an operating business, the Company will secure commercial office space from which it will conduct its business. However, until such time as the Company completes an acquisition or merger, the type of business in which the Company will be engaged and the type of office and other facilities that will be required is unknown. The Company has no current plans to secure such commercial office space.Sales

~~INDUSTRY~~Our ~~SEGMENT~~operations have been limited to developing our business plan, marketing strategy, website, promotional and advertising materials and developing our Proflect product. Since inception through February 29, 2012, we generated $20,549 in sales. Although we have just begun generating sales, we intend to generate product sales through traditional wholesale distribution and the Internet. The Internet provides us the means of reaching a large number of potential customers. Our products will be available online, 24 hours a day, 7 days a week. We have an experienced marketing team and we use a marketing skill set that combines our wholesale marketing with an aggressive online marketing campaign. We believe this will allow us to dive into the retail online space and will enable us to take advantage of the hundreds of millions of online users looking for a single company to provide for their nutritional needs. We expect to sell our products both domestically and internationally. With respect to our domestic sales, we intend to sell our products into hundreds of retail stores and will continue to expand our retail sales in 2012. With respect to international sales, we intend on launching a strategic online campaign starting in a select few countries and extending through other countries as we gain traction. As part of this international expansion, we intend to launch road shows while touring to promote our products. We will also target some of the countries’ prominent athletes offering sponsorships to those that can endorse our products. Our sales force is constantly working on new accounts and with our new Internet division we will be focusing extensively on our Internet sales campaigns and focusing on growing different products while they are in demand. New product sales are primarily driven with new press and word of mouth.

NoGovernment information is presented regarding industry segments. The Company is presently a development stage company seeking a potential acquisition of or merger with a yet to be identified business opportunity. Reference is made to the statements of income included herein in response to Item 13 of this Form 10 for a report of the Company’s operating history for the past two fiscal years.Regulation

~~RIGHTS~~The OFformulation, ~~STOCKHOLDERS~~manufacturing, packaging, labeling, advertising, distribution and sale of our products are subject to the laws and regulations of federal governmental agencies, including the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the U.S. Department of Agriculture, the U.S. Consumer Products Safety Commission, the Environmental Protection Agency and the Postal Service, and also various agencies of the states, localities and countries in which we operate and sell our products.

~~Management~~The ~~anticipates~~FDA ~~that~~regulates ~~prior~~food toand ~~consummating~~dietary ~~any~~supplements ~~acquisition~~through orthe ~~merger~~Food, ~~the~~Drug ~~Company,~~and ifCosmetic ~~required~~Act by(“FDCA”) ~~relevant~~and ~~state~~amendments ~~laws~~thereto, including the Dietary Supplement Health and ~~regulations,~~Education ~~will~~Act ~~seek~~of to1994, ~~have~~as ~~the~~amended ~~transaction~~(“DSHEA”), ~~ratified~~which byis ~~stockholders~~intended into ~~the~~promote ~~appropriate~~access ~~manner.~~to ~~Certain~~safe, ~~types~~quality ofdietary ~~transactions~~supplements ~~may~~and beinformation ~~entered~~about ~~into~~dietary ~~solely~~supplements. byThe ~~Board~~DSHEA ofestablishes ~~Directors~~a ~~approval~~statutory ~~without~~class ~~stockholder~~of ~~ratification.~~dietary ~~Under~~supplements, ~~Delaware~~including ~~law~~vitamins, ~~certain~~minerals, ~~actions~~herbs, ~~that~~amino ~~would~~acids ~~routinely~~and beother ~~taken~~dietary atsubstances afor ~~meeting~~human ofuse ~~stockholders~~to supplement the diet, ~~may~~as bewell ~~taken~~as byconcentrates, ~~written~~metabolites, ~~consent~~extracts or combinations of ~~stockholders~~such ~~having~~dietary ~~not~~ingredients. Generally, ~~less~~under ~~than~~the DSHEA, dietary ingredients on the ~~minimum~~market ~~number~~before ofOctober ~~votes~~15, ~~that~~1994, ~~would~~may be ~~necessary~~used towithout ~~authorize~~further ornotification ~~take~~to the ~~action~~FDA. However, atdietary aingredients ~~meeting~~not ofmarketed ~~stockholders.~~prior ~~Thus~~to October 15, if1994, ~~stockholders~~may ~~holding~~be “new dietary ingredients” under the DSHEA and may require a ~~majority~~submission ofto the ~~outstanding~~FDA ~~shares~~at ~~decide~~least by75 ~~written~~days ~~consent~~prior to ~~consummate~~marketing ansuch ~~acquisition~~ingredient orevidencing a ~~merger,~~history ~~minority~~of ~~stockholders~~use ~~would~~or ~~not~~other beevidence ~~given~~of ~~the~~safety ~~opportunity~~ to ~~vote~~establish onthat the ~~issue.~~ingredient Ifwill ~~stockholder~~reasonably ~~approval~~be isexpected ~~required~~to be safe. Recently, the ~~Board~~FDA ~~will~~published ~~have~~draft ~~discretion~~guidance tofor ~~consummate~~industry ~~the~~regarding ~~transaction~~“new bydietary ~~written~~ingredient” ~~consent~~notifications. This ifdraft itguidance is ~~determined~~open tofor becomment inand ~~the~~has ~~Company’s~~not ~~best~~been ~~interest~~published toas doa sofinal rule. We ~~Regardless~~are ofunable to predict whether anthis ~~acquisition~~draft orguidance ~~merger~~will isbecome ~~ratified~~an byFDA ~~Board~~rule ~~action~~and ~~alone~~what effect, byif ~~written~~any, ~~consent~~a or“new bydietary ~~holding~~ingredient” anotification ~~stockholders’~~rule ~~meeting,~~would have on our business. We cannot assure you that the ~~Company~~FDA will ~~provide~~accept tothe ~~its~~evidence ~~stockholders~~of ~~complete~~safety ~~disclosure~~for ~~documentation~~any ~~concerning~~new ~~the~~dietary ~~potential~~ingredients ~~target~~that ~~including~~we ~~requisite~~may ~~financial~~want ~~statements.~~to ~~This~~market, ~~information~~and ~~will~~the beFDA’s ~~disseminated~~refusal byto ~~proxy~~accept ~~statement~~such inevidence could prevent the ~~event~~marketing aof ~~stockholders’~~such ~~meeting~~dietary isingredients. In ~~held~~addition, orincreased byFDA anenforcement ~~information~~could ~~statement~~lead if the ~~action~~FDA isto ~~taken~~challenge bydietary ~~written~~ingredients ~~consent.~~already on the market as “illegal”

Under Delaware corporate laws, the Company’s stockholders may be entitled to assert dissenters’ rights in the event of a merger of acquisition. Stockholders will be entitled to dissent from and obtain payment of the fair value of their shares in the event of consummation of a plan of merger to which the Company is a party, if approval by the stockholders is required under applicable Delaware law. Also, stockholders will be entitled to dissenters’ rights if the Company enters into a share exchange if the Company’s shares are to be acquired. A stockholder entitled to assert dissenter’s rights and obtain the fair value for their shares, may not challenge the corporate action creating this entitlement, unless the action is unlawful or fraudulent with respect to the stockholder or the Company. A dissenting stockholder shall refrain from voting their shares in approval of the corporate action. If the proposed action is approved by the required vote of stockholders, the Company must give notice to all stockholders who delivered to the Company their written notice of dissent.

COMPETITION

Because no potential acquisition or merger candidate has been identified the Company is unable to evaluate the type and extent of its likely competition. The Company is aware that there are several other public companies with only nominal assets that are also searching for operating businesses and other business opportunities as potential acquisition or merger candidates. The Company will be in direct competition with these other public companies in its search and, due to the Company’s lack of funds, it may be difficult to successfully compete with these other companies.

under the FDCA because of the failure to file a new dietary ingredient notification.

The DSHEA permits statements of “nutritional support” for dietary supplements that may describe how particular dietary ingredients affect the structure, function or general well-being of the body or describe the mechanism of action by which dietary ingredients affect the foregoing. These statements of nutritional support, or “structure/function claims,” may not make a health claim or disease claim, meaning that a statement may not claim to diagnose, treat, prevent, cure or mitigate an illness or disease unless the claim was authorized by the FDA. A structure/function claim in advertising or on a product label must have substantiation that the claim is truthful and not misleading, and have a disclaimer that the statement has not been evaluated by the FDA and that the product is not intended to diagnose, treat, cure or prevent any disease. We cannot assure you that a regulatory agency, court or other third party will not deem one or more of our product claims or labels to be impermissible and take adverse action against us.

In addition, the DSHEA provides that certain “third-party literature,” such as a reprint of a peer-reviewed scientific publication linking a particular dietary ingredient with health benefits, may be used “in connection with the sale of a dietary supplement to consumers” without the literature being subject to the same regulation as labeling. Such literature must not be false or misleading; the literature may not “promote” a particular manufacturer or brand of dietary supplement; and a balanced view of the available scientific information on the subject matter must be presented. We cannot assure you that all third-party literature that we would like to disseminate in connection with our products will satisfy each of these requirements, and failure to satisfy all requirements could prevent use of the literature or subject us to adverse actions by regulatory agencies or other third parties.

In June 2007, the FDA published final Good Manufacturing Practices (GMP) specifically for the dietary supplement industry. The effective compliance date for companies like ours with fewer than 500 employees was June 22, 2009. Among other things, these GMPs: (i) require identity testing on all incoming dietary ingredients, (ii) call for a “scientifically valid system” for ensuring finished products meet all specifications, (iii) include requirements related to process controls, including statistical sampling of finished batches for testing and requirements for written procedures, and (iv) require extensive recordkeeping. We do not currently expect the incremental cost of ongoing compliance efforts to be material.

While we believe we are currently in compliance with the GMPs, there can be no assurance that our operations or those of our suppliers will be in compliance in all respects at all times. Additionally, there is a potential risk of increased audits as the FDA and other regulators seek to ensure compliance with the GMPs.

Although most of our products are classified as dietary supplements, some of our products are conventional foods, which are also subject to the Nutrition Labeling and Education Act of 1990 (“NLEA”). The NLEA also prohibits health claims being made for a food without prior FDA approval and establishes requirements for ingredient and nutrition labeling.

The FTC exercises jurisdiction over the advertising of nutritional and dietary supplements under the Federal Trade Commission Act. In November 1998, the FTC published an advertising guideline for the dietary supplement industry entitled “Dietary Supplements: An Advertising Guide for Industry.” These guidelines reiterate many of the policies regarding dietary supplements the FTC has periodically announced over the years, particularly with respect to the substantiation of claims made in advertising of dietary supplement products. In the past several years, the FTC has instituted several enforcement actions against dietary supplement companies alleging false and misleading advertising of certain products. These enforcement actions have resulted in consent decrees and/or the payment of fines by certain of the companies involved.

The National Advertising Division (“NAD”) of the Council of Better Business Bureaus oversees an industry-sponsored self-regulatory system that permits competitors to resolve disputes over advertising claims. The NAD also has its own advertising monitoring program, and initiates its own challenges to advertising that it has reviewed. The NAD has no enforcement authority of its own, but may refer matters that the NAD views as violating FTC rules, regulations or guidance to the FTC for further action. We cannot assure you that in the future the NAD will not deem one or more of our advertising claims to be impermissible.

Federal agencies, primarily the FDA and FTC, have a variety of procedures and enforcement remedies available to

them, including initiating investigations, issuing warning letters and cease and desist orders, requiring reformulation of products, requiring corrective labeling or advertising, requiring consumer redress (for example, requiring that a company offer to repurchase products previously sold to consumers), seeking injunctive relief or product seizures, and imposing civil penalties or commencing criminal prosecution. In addition, certain state agencies have similar authority. These federal and state agencies have in the past used these remedies in regulating participants in the dietary supplement industry. In addition, the FDA has been able to generate a significant amount of media coverage when concerned about an ingredient or product. When the media covers such a story, the reputation of a company, product or ingredient may be seriously damaged, even if the information provided is incomplete or incorrect.

Our international activities are subject to regulation in each country in which we sell or distribute our products. In markets outside the United States, before commencing operations or marketing our products, we may be required to obtain approvals, licenses or certifications from a country’s ministry of health or comparable agency. Approvals or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products or product ingredients. We must also comply with product labeling and packaging regulations that vary from country to country. Furthermore, the regulations of these countries may conflict with those in the United States and with each other, sometimes-causing higher costs and expenses, product reformulations, and delay. In countries in which we do not have direct relationships with retailers, independent distributors generally have responsibility for compliance with applicable foreign laws and regulations. These distributors are independent contractors over whom we have limited control.

As a result of our efforts to comply with applicable statutes and regulations, from time to time we may reformulate, eliminate or re-label certain of our products and revise certain aspects of our sales, marketing and advertising programs. We cannot assure you that we will not have to make such changes or revisions in the future, which could have a material adverse effect on our results of operations and financial condition.

We may be subject to additional laws or regulations by the FDA or other federal, state, county, local or foreign regulatory authorities, the repeal of laws or regulations which we consider favorable, such as the DSHEA, or more stringent interpretations of current laws or regulations, from time to time in the future. There has recently been several new laws proposed at the federal level that we believe would be unfavorable to the dietary supplement industry and our company, if enacted as proposed. We are unable to predict the nature of such future laws, regulations, interpretations or applications, nor can we predict what effect additional governmental regulations, legal proceedings or administrative orders, when and if promulgated or initiated, would have on our business in the future. Such changes could, however, require the reformulation of certain products to meet new standards, the recall or discontinuance of certain products not able to be reformulated, additional recordkeeping requirements, expanded documentation of the properties of certain products, new or different labeling, additional scientific substantiation, additional personnel, or new or additional processes, procedures or requirements. Any or all of such changes or requirements and the related costs to comply with such changes or requirements could have a material adverse affect on our results of operations and financial condition.

Research and Development

We are committed to research and development to create safe and efficacious new products, develop product line extensions for existing products, and develop more effective and efficient means of processing ingredients for use in products. New product development and process improvements are important to the nutritional supplement industry to create new market opportunities, meet consumer demand and strengthen relationships with customers.

We have access to an extensive research library and employ a variety of industry relationships to identify new research and development projects offering health and wellness benefits. To support our research and development efforts, we maintain contact with a staff of scientific and technical personnel, invest in formulation, processing and packaging development, perform product quality and stability studies, invest in product efficacy and safety studies, and conduct consumer market research to sample consumer opinions on product concepts, product design, packaging, advertising and marketing campaigns. For research and development initiatives, we conduct research and development in our own facility and with third parties. Product research and development expenses were $7,432 through February 29, 2012.

Manufacturing and Product Quality

We use manufacturers that we have established long-term relationships with for the manufacture of our products. We do not have any formal contracts or agreements in place with any manufacturer for our products. We send a purchase order to a manufacturer who then produces the product for us.

The manufacturing process generally consists of the following operations: (i) sourcing ingredients for products, (ii) testing and warehousing raw ingredients, (iii) measuring ingredients for inclusion in such products, (iv) granulating, blending and grinding ingredients into a mixture with a homogeneous consistency, (v) encapsulating, tableting, pouring, pouching, bagging or boxing the blended mixture into the appropriate dosage form using either automatic or semiautomatic equipment, and (vi) testing finished products prior to distribution.

The bottling and packaging, counting, check weighing and filling operations are automated to promote accuracy and compliance with weights and measures regulations.

Our manufacturer’s quality management systems are detailed and comprehensive, and include a supplier selection and certification process, raw material verification, analytical testing, weight deviation measurement, facility and process audits, and other procedures. The quality management systems also include a professionally equipped and staffed laboratory, enabling analysis of raw materials and finished goods for compliance to specifications. Our products are also subject to extensive shelf life stability testing through which we determine the effects of aging on our products. Outside laboratories are used routinely to evaluate our internal test laboratory performance and to supplement our internal testing procedures and capabilities.

Our manufacturers employ purchasing staff that works with marketing, product development and quality control personnel to source raw materials for our products. We seek to mitigate the risk of a shortage of raw materials through our relationships with our principal suppliers, including identification and qualification of alternative suppliers for the same, or similar, raw materials where available.

We may enter long-term supply and license arrangements with third-party suppliers for key ingredients. While we have channels in place providing for the continuing supply of these ingredients, we cannot assure you that the suppliers will continue to supply these ingredients in the quantities or on the terms we require, or at all. See “Item 1 – Business – Intellectual Property.” The failure of one or both of these suppliers to deliver will impact our net sales and profit margins and may damage our reputation with our customers, which could have a material adverse effect on our results of operations and financial condition. We cannot guarantee that we will be able to secure alternate suppliers to provide these ingredients on terms acceptable to us, or at all.

Intellectual Property

We have not filed any trademarks or patents but anticipate filing to protect the ProFlex brand, if and after we complete our proposed acquisition of Mega Pro assets. We rely on common law trademark rights to protect our unregistered trademarks. Common law trademark rights do not provide us with the same level of protection as afforded by a United States federal registration of a trademark.

Competition

The nutritional supplement industry is highly competitive. Universal Nutrition, BSN and Gaspari Nutrition are some of our direct competitors. The market for the sale of nutritional supplements is highly fragmented and competitive. We believe that competition is based principally upon price, quality and efficacy of products, customer service, brand name and marketing and trade support, and successful new product introductions.

Our competition includes numerous nutritional supplement companies that are highly fragmented in terms of geographic market coverage, distribution channels and product categories. In addition, large pharmaceutical companies and packaged food and beverage companies compete with us in the nutritional supplement market. These companies and certain nutritional supplement companies have broader product lines and/or larger sales volumes than we have and have greater financial and other resources available to them and possess extensive manufacturing, distribution and marketing capabilities. Other companies are able to compete more effectively due to a greater

extent of vertical integration. Increased competition from such companies could have a material adverse effect on our results of operations and financial condition.

Many companies within the industry are privately-held. Therefore, we are unable to assess the size of all of our competitors or where we rank in comparison to such privately-held competitors with respect to sales to retailers. As the nutritional supplement industry continues to evolve, we believe retailers will align themselves with suppliers who are financially stable, market a broad portfolio of products, provide exceptional quality assurance and offer superior customer service.

Employees

We have no employees other than our executive officers.

Item 1A. Risk Factors.

~~INVESTING~~An INinvestment ~~OUR~~in ~~COMMON~~our ~~STOCK~~company ~~INVOLVES~~involves Aa ~~HIGH~~high ~~DEGREE~~degree OFof ~~RISK~~risk. IFYou ~~ANY~~should OFconsider ~~THE~~carefully ~~FOLLOWING~~the ~~RISKS~~following ~~ACTUALLY~~information ~~MATERIALIZES~~about these risks, ~~OUR~~together ~~BUSINESS~~with the other information contained in this Report, ~~FINANCIAL~~before ~~CONDITION~~deciding ~~AND~~to ~~RESULTS~~purchase OFany ~~OPERATIONS~~of ~~WOULD~~our ~~SUFFER~~securities. ~~YOU~~If ~~SHOULD~~any ~~READ~~of ~~THE~~the ~~SECTION~~events ~~ENTITLED~~or ~~“FORWARD-LOOKING~~developments ~~STATEMENTS”~~described INbelow ~~PART~~actually Ioccur, ~~FOR~~our Abusiness, ~~DISCUSSION~~results OFof ~~WHAT~~operations ~~TYPES~~and OFfinancial ~~STATEMENTS~~condition ~~ARE~~would ~~FORWARD-LOOKING~~likely ~~STATEMENTS~~suffer. In these circumstances, ASyou ~~WELL~~may ASlose ~~THE~~all or part of your investment. In addition, it is also possible that other risks and uncertainties that affect our business may arise or become material in the future. You should read the section entitled “forward-looking statements” above for a discussion of what types of statements are forward-looking statements.

~~RISKS~~Risks ~~RELATED~~Related TOto ~~OUR~~Our ~~BUSINESS~~Business

1Our independent registered accounting firm has cited our ability to continue as a going concern.

WeOur auditors have added an explanatory paragraph to their opinion on our financial statements because of concerns about our ability to continue as a going concern. These concerns arise from the fact that we have accumulated losses since inception, have had nonegative cash flows from operating ~~history~~activities, inand ~~the~~have ~~last~~not ~~three~~yet ~~years~~established ~~nor~~an ~~any~~ongoing source of revenues sufficient to cover our operating costs. If we fail to generate positive cash flows or ~~earnings~~obtain ~~from~~additional ~~operations~~financing ~~and~~when required, we ~~are~~may ~~insolvent.~~have to modify, delay or abandon some or all of our business and expansion plans.

We ~~have~~need nosubstantial ~~assets~~additional orcapital ~~financial~~to ~~resources.~~grow Weand ~~will~~fund inour ~~all~~present ~~likelihood,~~and ~~sustain~~planned ~~operating expenses without corresponding revenues, at least until the consummation of a~~ business combination. This may result in us incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. There is no assurance that we can identify such a business opportunity and ~~consummate such a~~ business ~~combination~~strategy.

~~Our~~We ~~auditor’s~~will ~~going~~require ~~concern~~additional ~~opinion~~capital ~~and~~to ~~the~~continue ~~notation~~operations. There incan ~~the~~be ~~financial~~no ~~statements~~assurance ~~indicate~~ that wefinancing dowill ~~not~~be ~~have~~available ~~significant~~in ~~cash~~amounts or ~~other~~on ~~material~~terms ~~assets~~acceptable ~~and~~to ~~that~~us, weif ~~are~~at ~~relying~~all. The oninability ~~advances~~to ~~from~~obtain ~~stockholders,~~additional ~~officers~~capital ~~and~~may ~~directors~~reduce our ability to ~~meet~~develop our ~~limited operating expenses~~business. If Wewe are ~~insolvent~~unable into ~~that~~obtain additional financing, we ~~are~~will ~~unable~~likely be required to ~~pay~~curtail or significantly reduce our ~~debts~~expansion inplans. ~~the~~Further, ~~ordinary~~any ~~course~~additional ofequity ~~business~~financing asmay ~~they~~involve ~~become~~substantial ~~due~~dilution to our then existing stockholders.

2.12

Our ~~proposed~~current ~~plan~~and planned operations contemplate funding with milestones of ~~operation~~at isleast ~~speculative~~$1,500,000 in 2012. See the heading “Liquidity and Capital Resources” of the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Item below. Failure to meet these funding milestones may have a significant adverse effect on our growth and anticipated revenues and we may have to curtail our business strategy.

~~The~~We ~~success~~may of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, there can be no assurance that we will be successful in ~~locating candidates meeting such criteria. In~~ the ~~event~~future weissue ~~complete~~more ~~a business combination~~shares, of which ~~there~~could ~~can~~cause bea noloss ~~assurance, the success~~ of ~~our~~control ~~operations~~by ~~may~~present ~~be dependent upon~~ management ofand ~~the~~current ~~successor~~stockholders ~~firm~~ and/or ~~venture~~dilution ~~partner~~to ~~firm and numerous other factors beyond our control~~investors.

3There may be substantial dilution to our stockholders as a result of future decisions of our Board of Directors to issue shares without stockholder approval for cash, services, or acquisitions at prices solely determined by our Board of Directors. Additionally, upon issuance, such shares could represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace management at such time.

We ~~face~~have ~~intense~~agreed ~~competition~~to ~~for~~indemnification ~~business~~of ~~opportunities~~officers and ~~combinations~~directors, as is provided by Delaware General Corporation Law, which could result in substantial expenditures by us.

WeThe ~~are~~DGCL ~~and~~provides ~~will~~for ~~continue to be an insignificant participant in~~ the ~~business~~indemnification of ~~seeking~~our ~~mergers~~directors, ~~with~~officers, ~~joint~~employees, ~~ventures~~and ~~with~~agents, ~~and~~under ~~acquisitions~~certain ofcircumstances, ~~small~~against ~~private~~attorney's fees and ~~public~~other ~~entities.~~expenses Aincurred ~~large~~by ~~number~~them ofin ~~established~~any ~~and~~litigation ~~well-financed~~to ~~entities,~~which ~~including~~they ~~venture~~become ~~capital~~a ~~firms,~~party ~~are~~arising ~~active~~from intheir ~~mergers~~association ~~and~~with ~~acquisitions~~any ofactivities ~~companies~~on ~~that~~our ~~may~~behalf. We bewill ~~our~~also ~~desirable~~bear ~~target~~the ~~candidates.~~expenses ~~Nearly~~of ~~all~~ such ~~entities~~litigation ~~have~~for ~~significantly~~any ~~greater~~of ~~financial~~our ~~resources~~directors, ~~technical~~officers, ~~expertise~~employees, ~~and~~or ~~managerial~~agents, ~~capabilities~~upon ~~than~~such weperson's ~~have~~promise ~~and,~~to ~~consequently,~~repay weus ~~will~~therefore beif atit ais ~~competitive~~ultimately ~~disadvantage~~determined inthat ~~identifying~~any ~~possible~~such ~~business~~person ~~opportunities~~shall ~~and~~not ~~successfully~~have ~~completing~~been aentitled ~~business~~to ~~combination~~indemnification. This ~~Moreover,~~indemnification wepolicy ~~will~~could ~~also~~result ~~compete~~ in ~~seeking~~substantial ~~merger~~expenditures orby ~~acquisition~~us ~~candidates~~that ~~with~~we ~~numerous~~will ~~other~~be ~~small~~unable ~~public~~to ~~companies~~recoup.

4We have insufficient funds to develop our business, which may adversely affect our future growth.

Growth of our business will depend in part upon our ability to develop new products and to make strategic acquisitions, in particular, our anticipated acquisition of Mega-Pro Nutrition, Inc. assets. We ~~have~~may nonot ~~agreements~~generate ~~for~~sufficient acash ~~business~~flow ~~combination~~from our operations to allow us to fund these activities. We may need to sell additional equity or ~~other~~borrow ~~transaction~~funds in order to develop these growth strategies and ~~have~~we ~~established~~cannot noassure ~~standards~~you ~~for~~that awe ~~business~~will ~~combination~~be able to raise the additional capital and/or borrow the funds needed to implement these plans.

WeOur ~~have~~inability ~~no arrangement, agreement~~ or ~~understanding~~failure ~~with respect~~ to ~~engaging~~protect inour aintellectual ~~merger~~property ~~with, joint venture with, or acquisition of, a private or public entity. There can be no assurance that we will be successful in identifying~~ and ~~evaluating~~proprietary ~~suitable~~techniques ~~business opportunities~~ or ~~in concluding a business combination. Management has not identified any particular industry or specific business within an industry for~~ our ~~evaluation.~~infringement ~~There~~of isothers’ nointellectual ~~assurance~~property ~~that~~could ~~we will be able to negotiate a business combination on terms favorable to us. We~~ have ~~not established~~ a ~~specific~~material ~~length~~adverse ofeffect ~~operating~~on ~~history~~our orresults ~~a specified level~~ of ~~earnings,~~operations ~~assets, net worth or other criteria which we will require a target business opportunity to have achieved,~~ and ~~without~~financial ~~which we would not consider a business combination in any form with such business opportunity~~condition. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited potential or no potential for earnings, limited assets, negative net worth or other negative characteristics.

5Although the nutritional supplement industry has historically been characterized by products with naturally occurring ingredients in capsule or tablet form, it has become more common for suppliers and competitors to apply for patents or develop proprietary technologies and processes. There can be no assurance that third parties will not assert intellectual property infringement claims against us or our intellectual property licensors. Such claims of intellectual property infringement may require us to enter into costly royalty or license agreements, which we may be unable to obtain on terms acceptable to us or at all. These claims could also be costly, cause reputational injury and divert the attention of management and key personnel. To the extent that these developments prevent us from, or increase the cost of, offering or supplying competitive products or our licensed proprietary ingredients in the marketplace, or result in litigation or threatened litigation against us related to alleged or actual infringement of third-party rights, this could have a material adverse effect on our results of operations and financial condition.

~~Future~~Unfavorable ~~success~~publicity isor ~~highly~~consumer ~~dependent~~perception onof ~~the~~our ~~ability~~products ofand ~~management~~any tosimilar ~~locate~~products ~~and~~distributed ~~attract~~by other companies could have a ~~suitable~~material ~~acquisition~~adverse effect on our results of operations and financial condition.

~~The~~We ~~nature~~believe sales of our ~~operations~~products isare highly ~~speculative~~dependent ~~and~~on ~~there~~consumer isperception aof ~~consequent~~the ~~risk~~safety, ofquality ~~loss~~and efficacy of ~~your~~our ~~investment~~products. ~~The~~Consumer ~~success~~perception of our ~~plan~~products ofcan ~~operation~~be ~~will~~significantly ~~depend~~influenced toby ascientific ~~great~~research ~~extent~~or onfindings, ~~the~~regulatory ~~operations~~investigations, ~~financial~~litigation, ~~condition~~national ~~and~~media ~~management~~attention, ofand ~~the~~other ~~identified~~publicity ~~business~~regarding ~~opportunity. While~~our ~~management~~products ~~intends~~and toother ~~seek~~nutritional ~~business combination(s) with entities having established operating histories~~supplements, weincluding ~~cannot~~publicity ~~assure~~regarding ~~you that we will be successful in locating candidates meeting that criterion. In~~ the ~~event we complete a business combination~~legality, ~~the~~safety ~~success~~or quality of ~~our~~particular ~~operations~~ingredients ~~may~~or beproducts ~~dependent~~or ~~upon management of~~ the ~~successor~~nutritional ~~firm~~supplement ormarket ~~venture~~in ~~partner~~general. There ~~firm~~has ~~and~~recently ~~numerous~~been ~~other~~unfavorable ~~factors~~publicity ~~beyond~~regarding ~~our control.~~

913

6FDA action against nutritional supplement companies based on adverse events alleged to be caused by products sold by these companies. Adverse publicity, scientific research or findings, litigation, regulatory proceedings or media attention, whether or not accurate, could have a material adverse effect on our results of operations and financial condition and may lead to increased scrutiny of our operations by federal, state or other regulatory agencies, requiring further management attention and potential legal fees and other expenses. Adverse publicity, reports or other media attention regarding the safety, quality, or efficacy of our products or ingredients or nutritional supplement products or ingredients in general, or associating the consumption of our products or ingredients or nutritional supplement products or ingredients in general with illness or other adverse effects, whether or not scientifically supported or accurate, could have a material adverse effect on our results of operations and financial condition.

~~Our~~We ~~Director~~operate ~~who~~in ~~is our sole Officer has~~ a ~~conflict~~highly ofcompetitive ~~interest~~industry, in ~~that~~which heincreased iscompetition ~~an officer~~ and ~~director~~pricing ofpressures ~~other~~could ~~companies~~have ~~which~~a ~~will~~material ~~prevent~~adverse ~~him~~effect ~~from~~on ~~devoting~~our ~~full-time~~results toof ~~our~~ operations ~~which~~and ~~may~~financial ~~affect our operations~~condition.

~~Our~~The ~~Director,~~market ~~who~~for isthe ~~our~~sale ~~sole~~of ~~Officer,~~nutritional ~~Daniel~~supplements Kis highly competitive. Many ~~Leonard,~~of ~~has~~our aprincipal ~~conflict~~competitors ofhave ~~interest~~greater infinancial ~~that~~and heother isresources anavailable ~~officer~~to them and ~~director~~possess ofextensive ~~other~~manufacturing, ~~companies~~distribution and marketing capabilities. Other Mrcompetitors are more vertically integrated than we are. Additional ~~Leonard’s~~national ~~other~~or ~~activities~~international ~~will~~companies ~~prevent~~may ~~him~~enter ~~from~~or ~~devoting~~increase ~~full-time~~their topresence (through acquisition or organic growth) in our ~~operations~~industry. ~~This~~Private ~~will~~label ~~slow~~products of our ~~operations~~competitors, the number of which in recent years has significantly increased in certain nutritional supplement categories (including joint care), also create significant pricing pressure and ~~may~~competition ~~reduce~~with our ~~financial~~products. Because ~~results~~nutritional ~~because~~supplements can be purchased in various channels of distribution, we also compete with products sold outside of the ~~slow~~mass-market ~~down~~retail inchannel, ~~operations.~~including Mrhealth food stores, direct sales, direct mail and Internet distribution channels. Increased ~~Leonard~~competition ~~does~~from ~~not~~competitors, ~~expect~~including toexpansion beof ~~able~~private tolabel ~~devote~~products, ~~more~~or ~~forty~~increased ~~(40)~~pricing ~~hours~~pressure, ~~per~~could ~~month~~have toa material adverse effect on our ~~operation~~results of operations and financial condition.

7Among other factors, competition among manufacturers, distributors and retailers of nutritional supplements is based upon price. Because of the high degree of price competition, we generally have not been able to pass on increases in raw material prices to our customers. If one or more of our competitors significantly reduce their prices in order to gain market share, or if raw material prices increase and we are unable to pass along the increased cost to our customers, our results of operations and financial condition could be materially adversely affected.

~~The~~We ~~reporting~~are ~~requirements~~dependent ~~under~~on ~~federal~~third-party ~~securities law may delay or prevent us from making certain acquisitions~~suppliers.

~~Sections~~In 13some ~~and~~cases, ~~15(d)~~we ofacquire ~~the~~all ~~Securities Exchange Act~~ of ~~1934,~~our asraw ~~amended,~~materials (for the ~~“1934~~manufacture ~~Act”),~~of ~~require~~our ~~companies~~products ~~subject~~from ~~thereto~~third toparties. A ~~provide~~considerable ~~certain~~portion ~~information~~of ~~about~~our ~~significant~~raw ~~acquisitions,~~materials ~~including~~relates ~~certified~~to ~~financial~~our ~~statements~~joint ~~for~~care ~~the company acquired~~category, ~~covering~~which ~~one,~~accounts ~~two,~~for ora ~~three~~significant ~~years,~~amount ~~depending~~of onour ~~the~~total ~~relative~~net ~~size of the acquisition~~sales. We ~~The~~cannot ~~time~~assure ~~and~~you ~~additional costs~~ that ~~may~~suppliers bewill ~~incurred~~provide bythe ~~some~~raw ~~target~~materials ~~entities~~we toneed ~~prepare~~in ~~such~~the ~~statements~~quantities ~~may~~requested, ~~significantly~~at ~~delay~~a orprice ~~essentially~~we ~~preclude~~are ~~consummation~~willing ofto anpay ~~otherwise~~or ~~desirable acquisition by the Company. Acquisition prospects~~ that domeet ~~not~~our ~~have~~quality orstandards ~~are~~and ~~unable~~labeling torequirements. This ~~obtain~~could ~~the~~cause ~~required~~product ~~audited~~shortages ~~statements~~and ~~may~~back ~~not~~orders, bedamaging ~~appropriate~~our ~~for~~reputation ~~acquisition~~and soresulting ~~long~~in asa ~~the~~loss ~~reporting requirements~~ of ~~the~~net ~~1934~~sales ~~Act~~and ~~are applicable~~profitability.

InWe ~~addition~~are subject to potential delays in the ~~audited~~delivery ~~financial~~of ~~statements~~raw materials caused by events beyond our control, inincluding, ~~the~~among ~~filing~~other offactors, ~~the~~strikes ~~Form~~or 8labor disputes, transportation interruptions, capacity issues at supplier factories, weather-Krelated ~~that~~events, wenatural ~~file~~disasters toor ~~report~~other ancatastrophic ~~event~~events, ~~that~~and ~~causes~~changes usin togovernment ~~cease~~regulations. Any ~~being~~significant adelay ~~shell~~in ~~company~~or disruption of the supply of raw materials could, weamong ~~will~~other bethings, ~~required~~substantially toincrease ~~include~~the ~~that~~cost ~~information~~of ~~that~~such ismaterials, ~~normally~~require ~~reported~~reformulation byor arepackaging ~~company~~of products, require the qualification of new suppliers, or result in aour ~~Form~~inability ~~10.~~to ~~The~~meet ~~time~~customer ~~and~~demands ~~additional~~for ~~costs~~certain ~~that~~products. The ~~may~~occurrence beof ~~incurred~~any byof ~~some~~the ~~target~~foregoing, ~~entities~~particularly with respect to ~~prepare~~raw ~~and~~materials ~~disclose~~needed ~~such~~for ~~information~~our ~~may~~joint ~~significantly~~care ~~delay~~products, orcould ~~essentially~~have ~~preclude~~a ~~consummation~~material ofadverse aneffect ~~otherwise~~on ~~desirable~~our ~~acquisition~~results byof ~~the~~operations ~~Company~~and financial condition.

8We rely on third party manufacturers to meet current demand for our products and we will need to obtain additional capacity in order to increase production of our existing products or to produce our proposed new products.

AOur ~~merger,~~plans ~~acquisition,~~for orthe ~~joint~~growth ~~venture~~of ~~would~~our ~~most~~business ~~likely~~rely beupon ~~exclusive,~~increasing ~~resulting~~sales inof aour ~~lack~~existing ofproducts ~~diversification~~and developing and marketing new products. We use third party manufacturers to manufacture our products. We do not have any

Management anticipates that it may be able to participate in only one potential business venture because a business partner might require exclusivity. This lack of diversification should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture against gains from another.14

9formal agreements or contracts in place with any manufacturers. We rely on purchase orders to manufacturers to obtain our products. The loss of any of our third party manufacturers could have a material adverse effect on our business. We cannot assure you that we will be able to identify additional product manufacturers.

Our ~~present~~international ~~management~~sales ~~most~~expose ~~likely~~us ~~will~~to ~~not~~certain ~~remain~~risks ~~after~~associated wewith ~~complete~~international acommerce ~~business~~which ~~combination~~could adversely affect our business.

AOur ~~business~~international ~~combination~~sales ~~involving~~efforts ~~the~~are ~~issuance~~comprised of ~~our~~selling ~~Common~~products ~~Stock~~from ~~will,~~the United States on an export basis to retail customers or distributors abroad. Operating in ~~all~~international ~~likelihood~~markets exposes us to certain risks, ~~result~~including, inamong ~~shareholders~~others, ofdifficulty ~~a private~~in ~~company~~understanding ~~obtaining~~and acomplying ~~controlling~~with ~~interest~~foreign regulations, changes in ~~us.~~or ~~Any~~interpretations ~~such~~of ~~business~~foreign ~~combination~~regulations that may ~~require~~further limit our ~~management~~ability to sell certain products or ~~transfer~~ingredients ~~all~~in certain countries, the potential imposition of trade or aforeign ~~portion~~exchange restrictions or increased tariffs, difficulties in enforcement of ~~the~~contractual ~~Company’s~~obligations, ~~Common~~difficulty ~~Stock~~in ~~held~~collecting byinternational ~~them~~accounts receivable, potentially longer payment cycles, and~~/or~~ ~~resign~~political asinstability. We ~~members~~may ofbe required to reformulate our products before commencing distribution in a given country. We must comply with various and changing local labeling, customs and other regulations. Trademark rights are often difficult to obtain and enforce in countries outside the ~~Board~~United ofStates. ~~Directors~~There is also no assurance that we will be able to obtain and retain the necessary permits and approvals required for our international efforts. The ~~resulting~~importance ~~change~~of inthese and other risks relating to exporting goods to foreign countries increases as our ~~control~~export ~~could~~business ~~result~~grows inand ~~removal~~expands. We are attempting to increase our distribution of ~~one~~products orin ~~more~~international ~~present~~markets. Our ~~officers~~inability ~~and~~to ~~directors~~successfully launch and amaintain ~~corresponding~~sales ~~reduction~~outside inof orthe ~~elimination~~United States while maintaining the integrity of ~~their~~the ~~participation~~products insold and complying with local regulations could have a material adverse effect on our ~~future~~results ~~affairs~~of operations and financial condition.

10Our failure to appropriately respond to changing consumer preferences and demand for new products or our failure to develop and/or sustain new product launches could have a material adverse effect on our results of operations and financial condition.

We believe our ability to grow in existing markets is partially dependent upon our ability to introduce new and innovative products and product enhancements. The ~~company~~development ~~intends~~and commercialization process, particularly relating to ~~issue~~innovative ~~more~~products, ~~shares~~is inboth time-consuming and costly and involves a ~~merger~~high degree of business risk. Although we seek to introduce additional products each year, the success of new products or ~~acquisition~~product enhancements is subject to a number of variables, ~~which~~including developing products that will ~~result~~appeal to customers, accurately anticipate consumer needs, be successfully commercialized in ~~substantial~~a ~~dilution~~timely manner, be priced competitively, be differentiated from those of our competitors, and comply with applicable regulations. The inability to successfully implement or maintain marketing and spending programs, a consistent supply of raw material, competitive claims or strategic initiatives in support of our branded products or product enhancements could have a material adverse effect on our results of operations and financial condition. We cannot assure you that our efforts to develop and introduce new products or existing product innovations will be successful, that we will have sufficient funds to pursue developing new products, that customers will accept new products, or, if accepted, that customers will continue to purchase the new products. The failure to successfully launch, gain distribution or maintain distribution for new product offerings or product enhancements could have a material adverse effect on our results of operations and financial condition.

~~Our~~If ~~Certificate~~we ofexperience ~~Incorporation~~material ~~authorizes~~product ~~the~~liability ~~issuance of 100~~claims,~~000,000~~ ~~shares~~FDA ofaction ~~common stock and a maximum of 10,000,000 shares of preferred stock. Any merger~~ or ~~acquisition~~other effected by us may result in the issuance of additional securities without stockholders approval and may result in substantial dilution the percentage of our common stock held by our then existing stockholders. Moreoverlitigation, ~~the~~it ~~common~~could ~~stock~~have ~~issued~~a inmaterial ~~any~~adverse ~~such~~effect ~~merger or acquisition transaction may be valued~~ on ~~an arbitrary or non-arm’s-length basis by~~ our ~~management,~~results ~~resulting in an additional reduction in the percentage~~ of ~~common~~operations stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and ~~the~~financial ~~rights of the holders of common stock might be materially and adversely affected~~condition.

11As a manufacturer and distributor of products designed to be ingested, we face an inherent risk of exposure to product liability claims, FDA action and litigation if our products are alleged to have caused significant loss or injury. In addition, the manufacture and sale of our products involve the risk of injury to consumers due to tampering by unauthorized third parties or product contamination. Our products consist of vitamins, minerals, herbs, and other ingredients that are classified as dietary supplements or foods, and generally are not subject to pre-market regulatory approval in the United States. Some of our products contain ingredients that do not have long histories of human consumption, and may not have the effects intended. Previously unknown adverse reactions resulting from human consumption of these, other of our ingredients, or combinations of ingredients could occur. In the future we may be, subject to various product liability claims, including, among others, that our products caused injury or illness, that our products include inadequate instructions for use, or that our products include inadequate

~~As a shell company, we face substantial additional adverse business and legal consequences.~~15

Wewarnings ~~may~~concerning ~~enter~~possible ~~into~~side aeffects ~~business~~or ~~combination~~interactions with another ~~entity~~substances. ~~that~~Recently ~~desires~~the toFDA ~~establish~~has taken a ~~public~~more ~~trading~~aggressive ~~market~~approach ~~for~~to ~~its shares~~enforcement. A ~~business~~product ~~opportunity~~liability ~~may~~claim ~~attempt~~or toFDA ~~avoid~~action ~~what~~against itus ~~deems~~could toresult bein ~~adverse~~increased ~~consequences~~costs, ofcould ~~undertaking~~adversely ~~its~~affect ~~own~~our ~~public~~reputation ~~offering by seeking a business combination~~ with ~~us.~~our ~~Such~~customers ~~consequences~~and ~~may include~~consumers, ~~but~~and ~~are~~could ~~not~~have ~~limited~~a ~~to,~~material ~~time~~adverse ~~delays~~effect ofon ~~the~~our ~~registration~~results ~~process, significant expenses to be incurred in such an offering, loss~~ of ~~voting~~operations ~~control to public shareholders~~ and ~~the~~financial ~~inability or unwillingness to comply with various federal and state laws enacted for the protection of investors~~condition.

OnIt ~~June~~is ~~29,~~possible ~~2005,~~that ~~the~~future ~~Securities~~litigation ~~and~~could ~~Exchange~~arise ~~Commission~~that ~~adopted~~could ~~final~~have ~~rules~~a ~~amending~~material ~~the~~adverse ~~Form~~effect ~~S-8~~on ~~and~~our ~~the~~results ~~Form 8-K for shell companies like us. The amendments expand the definition~~ of ~~a shell company to be broader than a company with no or nominal~~ operations~~/assets~~ ~~or assets consisting of cash~~ and ~~cash~~financial ~~equivalents~~condition. ~~The amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor), under certain circumstances, and~~

10Failure to comply with existing or new regulations, both in the U.S. and abroad, or an adverse action regarding product formulation, claims or advertising could have a material adverse effect on our results of operations and financial condition.

~~revise~~Our business operations, including the ~~Form~~formulation, ~~8-K~~manufacturing, topackaging, ~~require~~labeling, aadvertising, ~~shell~~distribution ~~company~~and sale of our products, are subject to ~~include~~regulation ~~current~~by ~~Form~~various, 10federal, ~~information~~state and local government entities and agencies, ~~including~~particularly ~~audited~~the ~~financial~~FDA ~~statements~~and FTC, in the ~~filing~~United onStates ~~Form~~as ~~8-K~~well ~~that~~as ~~the~~foreign ~~shell~~entities ~~company~~and ~~files~~agencies. toSee ~~report~~“Item ~~the~~1 ~~acquisition~~- ofBusiness ~~the~~- ~~business~~Government ~~opportunity~~Regulation.” ~~This~~From ~~initial~~time ~~filing~~to ~~must~~time we may be ~~made~~subject ~~within~~to ~~four~~challenges ~~days~~to ofour ~~the~~marketing, ~~acquisition~~advertising or product claims in litigation or governmental, administrative or other regulatory proceedings. Failure ~~The~~to ~~Form~~comply ~~8-K~~with ~~filing~~applicable ~~may~~regulations beor ~~reviewed~~withstand bysuch ~~the~~challenges ~~Securities~~could ~~and~~result ~~Exchange~~in ~~Commission~~changes ~~and~~in ~~the~~product ~~prospects~~labeling, packaging, or advertising, product reformulations, discontinuation of ~~certain~~our ~~disclosures~~product orby ~~review~~retailers, orloss ~~the~~of ~~lack~~market acceptance of the ~~ability~~product toby ~~issue~~consumers, ~~securities~~additional ~~using~~recordkeeping arequirements, ~~Form~~injunctions, ~~S-8~~product ~~may~~withdrawals, ~~delay~~recalls, ~~the~~product ~~consummation~~seizures, offines aor ~~business~~criminal ~~combination~~prosecution. ~~because~~Any of ~~the~~these ~~target~~actions ~~entity’s~~could ~~inability~~have toa ~~comply~~material ~~with~~adverse ~~various~~effect ~~federal~~on our results of operations and ~~state~~financial ~~laws~~condition. ~~enacted~~We ~~for~~cannot ~~the~~assure ~~protection~~you ofthat ~~investors~~we orwill ~~the~~not ~~unwillingness~~have to ~~assume~~make such changes or revisions in the ~~significant~~future, ~~costs~~which could have a material adverse effect on our results of ~~compliance~~operations and financial condition.

12In June 2007, the FDA published extensive Good Manufacturing Practices (GMPs) for dietary supplements. See “Item 1 - Business - Government Regulation.” While we do not currently expect the incremental cost of ongoing compliance efforts to be material, we cannot assure you that, in complying with the new GMPs requirements, we will not incur substantial costs that may have a material adverse effect on our results of operations and financial condition, or that our operations or those of our suppliers will be in compliance in all respects at all times. Additionally, there is a potential risk of increased audits as the FDA and other regulators seek to ensure compliance with the GMPs.

~~The~~In ~~requirement~~markets outside the United States, before commencing operations or marketing our products, we may be required to obtain approvals, licenses or certifications from a country’s ministry of ~~audited~~health ~~financial~~or ~~statements~~comparable agency. Approvals or licensing may ~~disqualify~~be ~~business~~conditioned ~~opportunities~~on reformulation of products or may be unavailable with respect to certain products or product ingredients. We must also comply with product labeling and packaging regulations that vary from country to country. Furthermore, the regulations of these countries may conflict with those in the United States and with each other. The cost of complying with these various and potentially conflicting regulations can be substantial and could have a material adverse effect on our results of operations and financial condition.

~~Our~~We ~~management~~may ~~believes~~also ~~that~~be ~~any~~subject ~~potential~~to ~~business~~additional ~~opportunity~~laws ~~must~~or ~~provide~~regulations ~~audited~~administered ~~financial~~by ~~statements~~federal, ~~for~~state ~~review,~~or ~~for~~foreign regulatory authorities, the ~~protection~~repeal or amendment of ~~all~~laws ~~parties~~or toregulations ~~the~~which ~~business~~we ~~combination.~~consider ~~One~~favorable, such as DSHEA, or more ~~attractive~~stringent ~~business~~interpretations ~~opportunities~~of ~~may~~current ~~choose~~laws or regulations. Additional or more stringent legislation and regulations regarding the nutritional supplement industry have recently been proposed. We are unable to ~~forego~~predict the ~~possibility~~nature of asuch ~~business~~future ~~combination~~laws, ~~with~~regulations, usinterpretations or applications, ~~rather~~nor ~~than~~can ~~incur~~we predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on our business in the ~~expenses~~future. Any ~~associated~~or all of these requirements and the related costs to comply with ~~preparing~~such ~~audited~~requirements could have a material adverse effect on our results of operations and financial ~~statements~~condition.

13If we experience product recalls or a significant amount of product returns, we may incur significant and unexpected costs, and our business reputation could be materially adversely affected.

~~Our~~Manufacturers ~~sole~~and ~~officer~~distributors ~~and~~of ~~director~~products ~~and~~in our industry are sometimes subject to the ~~principal~~recall ~~shareholders~~or ~~and~~return ~~will~~of betheir ~~able~~products tofor ~~approve~~a ~~all~~variety ~~corporate~~of ~~actions~~reasons, ~~without~~including ~~minority~~product ~~shareholder~~defects, ~~consent~~such as ingredient contamination, unintended harmful side effects or interactions with other ingredients, packaging safety and ~~will~~inadequate ~~control~~or ~~our~~inaccurate ~~Company~~labeling disclosure. If any of our products are recalled due to an alleged product defect or for any other reason, we could be required to

Our principal shareholder, Consult, LLC, currently owns approximately 98.69% of our Common Stock. It will have significant influence over all matters requiring approval by our shareholders, but not requiring the approval of the minority shareholders. In addition, the sole shareholder of Consult, LLC, is Daniel K. Leonard, our sole director and officer. Mr. Leonard will be able to elect all of the members of our board of directors, allowing him to exercise significant control of our affairs and management. In addition, he may transact most corporate matters requiring shareholder approval by written consent, without a duly-noticed and duly-held meeting of shareholders. 16

14incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and we may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. We acquire all of our raw materials for the manufacture of our products from third parties. In addition, the products we sell are produced by third-party manufacturers. We do not have any formal agreements or contracts in place with any manufacturers. We cannot assure you that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, FDA action or lawsuits. Additionally, if one of our significant brands were subject to recall, the image of that brand and our company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition. Additionally, product recalls may lead to increased scrutiny of our operations by federal, state or other regulatory agencies, requiring further management attention and potential legal fees and other expenses.

~~Our~~We ~~Common~~are ~~Stock~~dependent ~~may~~on ~~never~~third beparty ~~widely~~manufacturers, ~~traded~~ and ~~you~~any ~~may~~material ~~have~~disruptions nocould ~~ability~~adversely toaffect ~~sell~~our ~~the shares~~business.

~~While~~Our ~~our~~products ~~stock~~are ~~has~~manufactured aby ~~trading~~third ~~symbol~~parties. Accordingly, towe ~~facilitate~~are ~~trades~~highly dependent on the ~~OTC~~uninterrupted ~~“Pink~~and ~~Sheets,”~~efficient ~~there~~operation isof noour ~~significant~~contract ~~public~~manufacturing ~~trading~~facilities. Power ~~market~~failures, ~~for~~the ~~our~~breakdown, ~~shares~~failure ofor ~~Common~~substandard ~~Stock.~~performance ~~And~~of ~~there~~equipment, ~~can~~the beimproper noinstallation ~~assurance~~or ~~that~~operation aof ~~liquid~~equipment, ~~market~~workforce ~~for~~disruptions, ~~our~~natural ~~Common~~or ~~Stock~~other ~~will~~disasters, ~~be established~~ or ~~that,~~the iffailure ~~established,~~to acomply ~~market~~with ~~will~~laws beor ~~sustained. Therefore,~~regulations ifor ~~you~~the ~~purchase~~requirements ~~our~~or ~~Common~~directives ~~Stock~~of ~~you~~government ~~may~~agencies, beincluding ~~unable~~the toFDA, ~~sell~~could ~~the~~disrupt ~~shares.~~our ~~Accordingly,~~contractor ~~you~~operations ~~should~~and behave ~~able~~a tomaterial ~~bear~~adverse ~~the~~effect ~~financial~~on ~~risk~~our results of ~~losing~~operations ~~your~~and ~~entire~~financial ~~investment~~condition.

~~Only~~If ~~market~~we ~~makers~~are ~~can~~unable ~~apply~~ to ~~quote~~consummate ~~securities.~~successful ~~Market~~strategic ~~makers~~transactions ~~who desire to initiate quotations~~ in the ~~OTC Bulletin Board system must complete an application (Form 211) (unless an exemption is applicable) and by doing so~~future, will have to represent that it has satisfied all applicable requirements of the Securities and Exchange Commission Rule 15c2-11 and the filing and information requirements promulgated under the Financial Industry Regulatory Authority’s (“FINRA”) Bylaws. The OTC Bulletin Board will not charge us a fee for being quoted on the service. FINRA rules prohibit market makers from accepting any remuneration in return for quoting issuers’ securities on the OTC Bulletin Board or ~~any~~integrate ~~similar~~businesses ~~medium.~~we ~~FINRA will review the market maker’s application (unless an exemption is applicable) and if cleared~~acquire, itour ~~cannot~~business becould ~~assumed by any investor that any federal, state or self-regulatory requirements other than certain FINRA rules and Rule 15c2-11 have been considered by FINRA. Furthermore, the clearance should not~~ be ~~construed~~adversely by any investor as indicating that FINRA, the Securities and Exchange Commission, or any state securities commission has passed upon the accuracy or adequacy of the documents contained in the submissionaffected.

~~The~~An ~~OTC~~element ~~Bulletin~~of ~~Board~~our isstrategy aincludes ~~market~~expanding ~~maker~~our orproduct ~~dealer-driven~~offerings, ~~system~~gaining ~~offering~~shelf ~~quotation~~space, enhancing business development and ~~trading~~gaining ~~reporting~~access ~~capabilities~~to new skills and other resources through strategic acquisitions, ainvestments ~~regulated~~or ~~quotation~~other ~~service~~transactions when attractive opportunities arise. We cannot assure you that ~~displays~~attractive ~~real-time~~transaction ~~quotes,~~opportunities ~~last-sale~~will ~~prices~~be available to us, ~~and~~that ~~volume~~we ~~information~~will inbe ~~OTC~~able ~~equity~~to ~~securities.~~obtain ~~The~~financing ~~OTC~~for ~~Bulletin~~or ~~Board~~otherwise ~~securities~~consummate any transactions or that any transactions which are ~~not~~consummated ~~listed~~will prove to be successful. Managing acquisitions entails numerous operational and ~~traded~~financial onrisks, including: the ~~floor~~anticipated financial performance and estimated cost savings and other synergies as a result of anthe ~~organized~~acquisitions ~~national~~may not materialize; the inability to retain or ~~regional~~replace ~~stock~~key ~~exchange.~~employees ~~Instead,~~of ~~OTC~~any ~~Bulletin~~acquired ~~Board~~businesses ~~securities~~or ~~transactions~~hire ~~are~~enough ~~conducted~~qualified ~~through~~personnel ato ~~telephone~~staff any new or expanded operations; the impairment of relationships with key customers of acquired businesses due to changes in management and ~~computer~~ownership ~~network~~of ~~connecting~~the ~~market~~acquired ~~makers~~businesses; orthe ~~dealers~~exposure to federal, state, local and foreign tax liabilities in ~~stocks.~~connection ~~There~~with isany noacquisition ~~assurance~~or the integration of any acquired businesses; the exposure to unknown liabilities; higher than expected acquisition and integration costs that could cause our ~~Common~~quarterly ~~Stock~~and ~~will~~annual beoperating ~~accepted~~results ~~for~~to ~~listing~~fluctuate; oncombining the ~~OTC~~operations ~~Bulletin~~and ~~Board~~personnel orof onacquired ~~any~~businesses ~~trading~~with ~~system~~our ~~other~~own, ~~than~~which could be difficult and costly; and the ~~OTC~~risk ~~“Pink~~of ~~Sheets~~entering new markets.”

15If we lose key personnel or are unable to attract and fill key positions, our business could be materially adversely affected.

Our ~~Common~~continued ~~Stock~~success ~~may~~will bedepend ~~subject~~largely on the efforts and abilities of our officers and directors. The loss or limitation of the services of any of our officers and directors, or the inability to ~~significant~~attract ~~restriction~~additional qualified personnel could have a material adverse effect on ~~resale~~our ~~due~~results toof ~~federal~~operations ~~penny~~and ~~stock~~financial ~~restrictions~~condition.

~~The~~Interruptions ~~Securities~~to ~~and~~our ~~Exchange~~information ~~Commission~~technology ~~has~~systems ~~adopted~~could ~~rules~~have ~~that regulate broker or dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with~~ a ~~price~~material ofadverse ~~less~~effect ~~than $5.00 (other than securities registered~~ on ~~certain~~our ~~national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system)~~business. The penny stock rules require a broker or dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker or dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker or dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The penny stock rules also require that prior to a transaction in a

11Our success is dependent on the accuracy, reliability and proper use of sophisticated and dependable information processing systems and management information technology. Our information technology systems are designed and selected in order to facilitate order entry and customer billing, maintain customer records, accurately track purchases, manage accounting, finance and manufacturing operations, generate reports, and provide customer service and technical support. A significant interruption in these systems could have a material adverse effect on our results of operations and financial condition.

penny stock not otherwise exempt from such rules, the broker or dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.17

~~These~~We ~~disclosure~~are ~~requirements~~controlled ~~may~~by ~~have the effect of reducing the level of trading activity in any secondary market for~~ our ~~stock~~principal ~~that becomes subject to the penny stock rules, and accordingly, shareholders of our Common Stock may find it difficult or impossible to sell their securities~~stockholders.

16Our Officers and Directors, Shaun Sullivan and Kendall Smith, own 60.4% of our outstanding shares of common stock, which is the majority of the aggregate voting power of all outstanding shares of our common stock. Jointly, Shaun Sullivan and Kendall Smith are in a position to exercise control over us and to determine the outcome of all matters required to be submitted to stockholders for approval (except as otherwise provided by law or by our certificate of incorporation or bylaws) and otherwise to direct and control our operations. Accordingly, we cannot engage in any strategic transactions without the approval of Shaun Sullivan and Kendall Smith.

AsOur ~~common~~results ~~shares~~may ~~become~~fluctuate ~~eligible~~due ~~for~~to ~~sale~~certain regulatory, ~~their~~marketing ~~sales~~and ~~could~~competitive ~~depress~~factors ~~the~~over ~~market~~which ~~price~~we ofhave ~~our~~little ~~stock~~or no control.

~~Sales~~The offactors alisted ~~significant~~below, ~~number~~some of ~~shares~~which ofwe ~~our~~cannot ~~Common Stock in the public market following any merger~~control, ~~acquisition~~may orcause ~~related transaction could harm the market price of~~ our ~~Common~~revenue ~~Stock. Moreover, as additional shares of our Common Stock become available for resale in the public market pursuant to the registration of the sale of the shares,~~ and ~~otherwise,~~results ~~the supply~~ of ~~our~~operations ~~Common Stock may be offered from time~~ to ~~time~~fluctuate insignificantly: ~~the open market for the shares of Common Stock.~~

~~17.~~·

~~Certificate~~Actions oftaken ~~Incorporation~~by ~~authorizes~~regulatory ~~the~~bodies ~~issuance~~relating ~~of up~~ to 10the verification,~~000,000~~ ~~shares~~registration or health effects of ~~preferred~~our ~~stock.~~products;

Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by its Board of Directors. Accordingly, our Board of Directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention to issue any shares of or authorized preferred stock, we may do so in the future.·

~~18.~~The extent to which existing and newly developed products obtain market acceptance;

~~We have not paid cash dividends on our common stock.~~·

WeThe ~~have~~timing ~~not paid cash dividends on our common stock~~ and dosize ~~not~~of ~~anticipate~~customer ~~paying~~purchases; ~~such dividends in the foreseeable future.~~

Customer concerns about the stability of our business, which could cause them to seek alternatives to our solutions and products; and

Increases in raw material costs.

We may depend upon outside advisors, who may not be available on reasonable terms and as needed.

To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, attorneys, or other consultants or advisors. Our Board of Directors, without any input from stockholders, will make the selection of any such advisors. Furthermore, we anticipate that such persons will be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us, and we cannot assure you that their services will be available to us on a timely basis.

Risks Related to Our Common Stock

There is a limited trading market for our Common Stock, which could make it difficult for you to liquidate an investment in our Common Stock, in a timely manner.

Our Common Stock is currently traded on the OTCBB. Because there is a limited public market for our Common Stock, you may not be able to liquidate your investment when you want. We cannot assure you that an active trading market for our Common Stock will ever develop.

The lack of an active public trading market means that you may not be able to sell your shares of Common Stock when you want, thereby increasing your market risk. Until our Common Stock is listed on an Exchange, we expect that it will continue to be listed on the OTCBB. However, an investor may find it difficult to obtain accurate quotations regarding the Common Stock’s market value. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, which may further affect its liquidity.

We cannot assure you that our Common Stock will become listed on a securities exchange and the failure to do so may adversely affect your ability to dispose of our Common Stock in a timely fashion.

We plan to seek listing of our Common Stock on a higher exchange as soon as reasonably practicable. We may not currently meet the initial listing standards of any higher exchange or any other stock exchange, and cannot assure you when or if we will meet the listing standards, or that we will be able to maintain a listing of the Common Stock on any stock exchange.

The market price and trading volume of our Common Stock may be volatile, which may adversely affect its market price.

The market price of our Common Stock could be subject to significant fluctuations due to factors such as:

actual or anticipated fluctuations in our financial condition or results of operations;

the success or failure of our operating strategies and our perceived prospects; realization of any of the risks described in this section; failure to be covered by securities analysts or failure to meet the expectations of securities analysts;

a decline in the stock prices of peer companies; and

a discount in the trading multiple of our Common Stock relative to that of Common Stock of certain of our peer companies due to perceived risks associated with our smaller size.

As a result, shares of our Common Stock may trade at prices significantly below the price you paid to acquire them. Furthermore, declines in the price of our Common Stock may adversely affect our ability to conduct future offerings or to recruit and retain key employees, including our managing directors and other key professional employees.

Your interest in us may be diluted if we issue additional shares of Common Stock.

In general, stockholders do not have preemptive rights to any Common Stock issued by us in the future. Therefore, stockholders may experience dilution of their equity investment if we issue additional shares of Common Stock in the future, including shares issuable under equity incentive plans, or if we issue securities that are convertible into shares of our Common Stock.

Our Common Stock may be considered a “penny stock.”

Trades of our Common Stock are subject to Rule 15g-9 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has other rules that regulate broker/dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on a national securities exchange, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. These disclosure requirements have the effect of reducing the level of trading activity in the secondary market for our common stock. As a result of the foregoing, investors may find it difficult to sell their shares.

We have no current plan to pay dividends on our Common Stock and investors may lose the entire amount of their investment.

We have no current plans to pay dividends on our Common Stock. Therefore, investors will not receive any funds absent a sale of their shares. We cannot assure investors of a positive return on their investment when they sell their shares nor can we assure that investors will not lose the entire amount of their investment.

Item 1B. Unresolved Staff Comments.

~~There~~Not ~~are~~applicable noas ~~unresolved~~a ~~staff~~smaller ~~comments~~reporting ~~regarding our periodic or current reports~~company.

Item 2. Properties.

Our corporate headquarters are located at 267 W. 1400 S. Suite 101, St. George, UT 84790. Our telephone number is (435) 680-2971. We ~~have~~are nousing ~~properties~~approximately 2,000 sq. feet of space. We also use approximately 5,000 sq. feet of warehouse and office space at ~~this~~the ~~time~~same ~~have~~location. This nospace ~~agreements~~is provided to ~~acquire~~us ~~any~~at ~~properties~~no cost by Mega-Pro Nutrition, Inc.

We ~~presently~~are ~~have~~not acurrently ~~mailing~~paying ~~address~~for ofour ~~21724~~office E.and ~~Stanford~~warehouse ~~Circle, Elkhorn, Nebraska 68022. This~~ space ~~is provided to the Company by our president through his employment agreement at no additional charge,~~ and itwe isexpect ~~anticipated that~~ this arrangement ~~will~~to ~~remain~~continue until ~~such~~we ~~time~~can asfinalize ~~the~~our ~~Company~~purchase ~~successfully~~of ~~consummates~~Mega-Pro aNutrition, ~~merger or acquisition~~Inc.

Management believes that this arrangement will meet the Company's needs for the foreseeable future.

Item 3. Legal Proceedings.

NoWe are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is ~~pending~~no action, suit, proceeding, inquiry or ~~threatened~~investigation before or by any court, public board, government agency, self-regulatory organization or ~~against~~body pending or, to the ~~Company~~knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 4. ~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures.

12Not applicable.

~~PART II~~20

~~Item~~PART ~~5. Market for Registrant’s Common Equity, Related Stockholder Matters and issuer Purchases of Equity Securities.~~II

~~Common~~(a) ~~Stock~~ Market ~~Prices~~ Information

Our common stock is listed on the OTCBB, under the symbol “SKAX”. The following table sets forth, the quarterly high and low sale prices for ~~the~~our ~~periods~~common ~~indicated,~~shares for the ~~high~~last two completed fiscal years and the ~~low~~subsequent ~~closing~~interim ~~sales~~periods. ~~price~~The ~~per~~prices ~~share~~set offorth ~~our~~below ~~common~~represent ~~stock~~interdealer asquotations, ~~reported~~without onretail ~~the~~markup, ~~Pink~~markdown ~~Sheets~~or commission and may not be reflective of actual transactions.

Price Range	High		Low
Price Range of Common Stock (1)
Fiscal year ended February 28, 2011	$0.50		$0.50
		Bid Prices
First Quarter	$0.25		$0.25
		High		Low
Second Quarter	$1.01		$1.01
Year Ended February 29, 2012
Third Quarter	$1.01		$1.01
First Quarter	$	1.01	$	0.50
Second Quarter	$	0.50	$	0.50
Third Quarter	$	0.50	$	0.50
Fourth Quarter	$	2.10	$	1.15
Year Ended February 28, 2011
First Quarter	$	0.25	$	0.25
Second Quarter	$	1.01	$	0.25
Third Quarter	$	1.01	$	1.01
Fourth Quarter	$	1.01	$	0.75

(1) On December 5, 2011, Nutritional Concepts was acquired by the Company as a wholly owned subsidiary.

~~Dividend~~(b) ~~Policy~~Holders

WeBased ~~have~~upon ~~never~~information ~~declared~~supplied orto ~~paid~~us ~~any~~by ~~cash dividends on~~ our ~~common~~transfer ~~stock~~agent, oras ~~other~~of ~~securities. We~~June ~~currently~~13, ~~expect~~2012, towe ~~retain~~had ~~future~~approximately ~~earnings~~163 ~~for~~stockholders ~~use in the operation and expansion~~ of ~~our business and do not anticipate paying cash dividends in the foreseeable future~~record.

~~The~~(c) Company’s authorized capital stock consists of 110,000,000 shares, of which 100,000,000 are common stock with a par value of $0.0001 per share, and of which 10,000,000 are preferred stock with a par value of $0.0001 per share. We have 6,101,049 Common Shares issued and outstanding as of the date, with no preferred shares being issued and outstanding.Dividends

Holders of Common Stock are entitled to receive dividends as may be declared from time to time by our Board of Directors. We have not paid, nor declared, any cash dividends since our inception and do not intend to declare any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by Delaware law. Payment of future dividends will be within the discretion of our Board of Directors and will depend on, among other factors, retained earnings, capital requirements, and our operating and financial condition.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

Not applicable.

Recent Sales or Purchases of Unregistered Securities

In August 2011, the Company issued 4,000,000 shares of Common Stock to two accredited investors for cash of $70,000, or $0.0175 per share. An additional 2,000,000 shares of Common Stock were subscribed, valued at $0.0175 per share, or $35,000. Prior to the recapitalization, 403,776 of these shares were cancelled in exchange for a reduction in subscriptions receivable.

In October 2011, the Company entered a consulting agreement with Wall Street Equity Options and Futures Corp. As compensation for consulting, the Company issued 150,000 shares of Common Stock valued at $2,625, or $0.0175 per share.

In connection with the 2011 Reorganization, the Company issued 16,978,764 shares of Common Stock to seven investors in exchange for all the issued and outstanding stock of Nutritional Concepts. Further, in connection with the 2011 Reorganization, the Company issued options for the purchase of 5shares of Common Stock to nine investors in exchange for options for the purchase of 5,000,000 shares of Nutritional Concepts Common Stock.

We believe that the issuances of the Common Stock and the options pursuant to the 2011 Reorganization, were exempt from registration under Section 4(2) of the Securities Act.

In January 2012, the Company executed a Purchase Agreement pursuant to which it sold 142,858 shares of Common Stock at a purchase price of $0.35 per share to one accredited investor. The Company received gross proceeds of $50,000. The sale was made in a private transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(2) of the Securities Act and Regulation D thereunder. No person acted as finder for the Company in the offering. The Company will use the net proceeds of this offering for general working capital.

In February 2012, the Company issued 80,000 shares of Common Stock as a result of a stock option exercise for gross proceeds of $28,000. The sale was made in a private transaction exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of the Securities Act and Regulation D thereunder. No brokers/dealers were involved in the transaction.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Forward~~This ~~Looking~~annual ~~Statements~~report on Form 10-K and other reports filed by Strike Axe, Inc. (“we,” “us,” “our,” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

~~There~~Although ~~are statements in this report that are not historical facts. These “forward-looking statements” can be identified by~~ the ~~use~~Company ofbelieves terminology such as “believe”, “hope”, “may”, “anticipate”, “should”, “intend”, “plan”, “will”, “expect”, “estimate”, “project”, “position”, “strategy” and similar expressions. You should be aware that ~~these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire report carefully, especially~~ the ~~risks~~expectations ~~discussed~~reflected ~~under~~in ~~“Risk Factors”. Although management believes that~~ the ~~assumptions underlying the~~ forward-looking statements ~~included in this report~~ are reasonable, ~~they~~the doCompany ~~not~~cannot guarantee ~~our~~ future ~~performance and actual~~ results, ~~could~~levels ~~differ~~of ~~from~~activity, ~~those~~performance, ~~contemplated~~or ~~by these forward-looking statements~~achievements. ~~The~~Except ~~assumptions used for purposes of the forward-looking statements specified in the following information represents estimates of future events and are subject to uncertainty~~ as torequired ~~possible~~by ~~changes~~applicable ~~in economic~~law, ~~legislative,~~including ~~industry, and other circumstances. As a result,~~ the ~~identification~~securities ~~and~~laws ~~interpretation~~ of ~~data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require~~ the ~~exercise~~United ofStates, ~~judgment. To~~ the ~~extent~~Company ~~that~~does ~~the assumed events do~~ not ~~occur,~~intend ~~the~~to ~~outcome~~update ~~may~~any ~~vary substantially from anticipate or projected results, and, accordingly, no opinion is expressed on the achievability~~ of ~~those forward-looking statements. In~~ the ~~light of the risks and uncertainties, there can be no assurance that the results and events contemplated by the~~ forward-looking statements ~~contained in this report will in fact transpire. You are cautioned not~~ to ~~place~~conform ~~undue reliance on~~ these ~~forward-looking~~ statements, ~~which speak only as their dates. We do not undertake any obligation~~ to ~~update~~actual ~~or revise any forward-looking statements~~results.

13Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

~~Company~~ Overview

~~The~~Nutritional ~~Company~~Concepts Corp was formed on February 2, 2011 as a Utah corporation. We are in the business of developing and selling nutritional supplements both under our corporate name and as a reseller in the United States for Mega Pro supplements.

Organizational Background: We were incorporated August 6, 2007, as a subsidiary of Pristine Seafood Merger Sub, Inc. (“Pristine Merger”). Pristine Merger was a Delaware company incorporated for the purpose of re-domiciling Pristine International Seafood, Inc. from Florida. On August 14, 2007, Pristine International Seafood, inc. merged into Pristine Merger with Pristine Merger emerging as the survivor. Pristine International Seafood, Inc. was originally incorporated on July 29, 1998, in the State of Florida as Pristine Oyster.com, Inc. On January 11, 2001, Pristine Oyster.com, Inc. changed its name to Pristine International Seafood, Inc. and, following domiciliary merger with Pristine Merger, ceased to exist.22

~~Holding~~Through ~~Company~~February ~~Formation~~29, 2012, we had $20,549 in net sales. Our operations have included developing our business plan, marketing strategy, website and ~~Forward~~promotional ~~Triangular~~and ~~Merger:~~advertising materials as well as developing our Proflex products.

~~During~~Plan ~~the fiscal period ended February 29, 2008 we consummated a reorganization which we refer to collectively as the “2008 Reorganization” pursuant to Section 251~~ of the Delaware General Corporation Law, as a tax-free organization. On February 8, 2008, Pristine Merger caused Strike Axe, Inc. (“Strike Axe”) to be incorporated in the State of Delaware, as a direct, wholly-owned subsidiary of Pristine Merger and caused Pristine International Seafood, Inc. to also be incorporated in the State of Delaware as a direct wholly-owned subsidiary of Strike Axe. Under the terms of the Reorganization, Pristine Merger was merged with and into Pristine DE pursuant to Section 251 of the General Corporation Law of the State of Delaware (”DGCL”). Upon consummation of the Reorganization, each issued and outstanding share of Pristine Merger Common Stock was converted into and exchanged for a share of common stock of Strike Axe (on a share-for-share basis) having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions as the shares of Pristine Merger being converted. There was no spin-off and Pristine Merger’s corporate existence ceased. Under the 2008 Reorganization all Pristine Merger shareholders became shareholders of Strike Axe in the same proportion. In conjunction with the 2008 Reorganization, Pristine Merger concluded a downstream merger into the second subsidiary Pristine DE. All of Pristine Merger’s losses and net operating losses carried forward to Pristine DE. Following the Reorganization the Company was re-domiciled to Delaware. Prior to 2004 we were a wholesale seafood company, both domestically and internationally. Since 2004 and prior to consummation of the domiciliary merger in 2008, neither Pristine Merger nor Strike Axe had any existing operations. All of Pristine Merger’s operating assets, liabilities and tax attributes (including accumulated losses and net operating losses) carried forward to the second subsidiary. Pristine Merger’s second subsidiary is not a subsidiary of the Company. Accordingly, Pristine Merger is not considered a predecessor company for accounting or legal purposes of Strike Axe. Following the Reorganization we re-domiciled to Delaware. Since 2004 and prior to consummation of the domiciliary merger in 2008, neither Pristine Merger nor Strike Axe had any existing operations.Operation

InDuring ~~conjunction~~the ~~with~~next 12 months, the ~~reorganization~~Company wewill ~~re-domiciled~~actively seek to ~~Delaware.~~market through wholesale distribution channels and Internet sales channels branded and private label vitamins and nutritional supplements developed by the Company and manufactured through third party vendors and other recognized brands

~~Since~~Because ~~2002~~the Company lacks funds, it may be necessary for officers and ~~prior~~directors to ~~consummation~~advance offunds to the ~~domiciliary~~Company ~~merger~~and to accrue expenses until such time sufficient revenue can be achieved. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, directors will defer any compensation until such time the Company has sufficient revenue to provide their remuneration. However, if the Company engages outside advisors or consultants in ~~2008~~building the business, ~~neither~~it ~~Pristine~~may ~~nor~~be ~~Strike~~necessary ~~Axe~~to ~~had~~attempt to raise additional funds. As of the date hereof, the Company has not made any ~~existing~~arrangements ~~operations~~or definitive agreements to use outside advisors or consultants or to raise any capital.

~~Critical~~If ~~Accounting~~the ~~Policies~~Company ~~Involving~~needs ~~Management~~to ~~Estimates~~raise capital, most likely the only method available would be the private sale of securities. There can be no assurance that the Company will be able to obtain additional funding when and ~~Assumptions~~if needed, or that such funding, if available, can be obtained on acceptable terms.

~~Our~~The ~~discussion~~Company ~~and~~does ~~analysis~~not intend to use any employees, with the exception of our ~~financial~~officers ~~condition~~Mr. Sullivan, Mr. Smith and ~~results~~Mr. ofLelegren. ~~operations~~Outside isadvisors ~~based~~or consultants will be used only if they can be obtained for minimal cost or on ~~our~~a ~~financial~~deferred ~~statements~~payment basis. In ~~preparing~~Management ~~our~~is ~~financial~~confident ~~statements~~that it will be able to operate in ~~conformity~~this ~~with~~manner ~~accounting~~and ~~principles~~to ~~generally~~continue ~~accepted~~to inoperate during the ~~United~~next ~~States~~twelve ofmonths. ~~America~~Also, wethe ~~must~~Company ~~make~~does anot ~~variety~~anticipate ofmaking ~~estimates~~any ~~that~~other ~~affect~~significant ~~the~~capital ~~reported~~expenditures ~~amounts~~until ~~and~~it ~~related~~can ~~disclosures.~~successfully complete an acquisition or merger.

Stock Based Compensation. We will account for employee stock-based compensation costs in accordance with accounting standards requiring all share-based payments to employees, including grants of employee stock options, to be recognized in our statements of operations based on their fair values. We will utilize the Black-Scholes option pricing model to estimate the fair value of employee stock based compensation at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life. Changes in these inputs and assumptions could materially affect the measure of estimated fair value of our stock-based compensation.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Deferred Tax Valuation Allowance. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce

deferred tax assets to the amount more likely than not to be realized. Income tax expense is the total of tax payable for the period and the change during the period in deferred tax assets and liabilities.

Results of Operations

~~Year~~For ~~Ended~~the ~~February 28, 2011, compared to~~ Year Ended February 2829, ~~2010~~2012

No operating revenues were generated during the year ended February 28, 2011 or 2010. Operating expenses increased to $14,674 for the year ended February 28, 2011, compared to $12,000 for the year ended February 28, 2010. The increase in operating expenses was due to higher disclosure compliance costs. Included in operating expenses each year was a $12,000 charge for the recognition of the fair value of services and office space provided without cost by our sole director and officer. The charge is recognized as a contribution to paid-in capital. Interest expense of $13,650 consists of amortization of the loan discount $11,250 and an increase in accrued interest of $2,400 The Company’s net loss decreased to $28,400 for the year ended February 28, 2011, compared to $29,400 for the year ended February 28, 2010.


	Year Ended February 29, 2012
Net sales	$	20,549
Gross profit	$	0
General and administrative expenses	$	57,910
Loss from operations	$	(234,233)
Reorganization costs	$	(45,390)
Net loss	$	(279,623)
Loss per common share – basic and diluted	$	(0.01)

Since inception on February 2, 2011 through February 29, 2012, we generated net sales of $20,549. We have generated no profit to date. We had general and administrative expenses in the amount of $57,910. Our loss from operations was $(234,233) for a net loss of $279,623 for the year ended February 29, 2012.

Liquidity and Capital Resources

AsThe offollowing ~~February~~table ~~28,~~summarizes ~~2011,~~total ~~the~~current ~~Company had a working capital deficiency of $63~~assets,~~862,~~ ~~compared~~liabilities toand a working capital ~~deficiency~~at ~~of $47,448 as of~~ February 2829, ~~2010.~~2012 ~~The~~as ~~Company~~compared ~~does not have sufficient funds~~ to ~~continue~~the ~~its~~quarter ~~operating~~ended ~~activities. Future~~November ~~operating activities are expected to be funded by loans from major stockholders. Expenses of $2~~30,~~764~~ ~~incurred during~~ 2011 ~~were paid by a stockholder~~. ~~At February 28, 2011, the Company had current liabilities of $63,862 compared to $47,448 at February 28, 2010.~~

On December 7, 2008 we issued a $30k convertible promissory note. The note bears interest at 8% per annum until paid or converted. The note is convertible at the option of the holder at any time and from time to time into our common stock at a fixed conversion price of $0.012 per share and matured on December 7, 2010. The note is in default.



	For the Year Ended February 29, 2012		For the Quarter Ended November 30, 2011
Current Assets	$	50,776	0
Current Liabilities	$	38,080	65,910
Working Capital (Deficit)	$	12,696	(65,910)

~~Because~~We itraised ~~has~~$193,000 nothrough ~~cash~~the ~~reserves~~sale ~~or source~~ of ~~revenues,~~our ~~the~~common ~~Company~~stock. We ~~expects~~had to$34,963 ~~continue~~cash toon ~~rely~~hand onand ~~the~~$15,813 ~~stockholder~~in toinventory ~~pay~~for ~~expenses~~total ~~until~~current ~~such~~assets ~~time~~of $50,776, as itof ~~can~~February ~~successfully~~29, ~~complete~~2012. We anhad ~~acquisition~~intangible assets of or$28,090 ~~merger~~and ~~with~~computer equipment anof ~~existing~~$1,594. We ~~operating~~had ~~company.~~total ~~There~~assets isof no$80,460. Our ~~assurance~~liabilities ~~that~~included ~~the~~$35,480 ~~Company~~in ~~will~~accounts ~~complete~~payable, ~~such~~$2,500 anin ~~acquisition~~other orcurrent ~~merger~~liabilities orand ~~that~~$100 ~~the~~in ~~stockholder~~loans ~~will~~from ~~continue~~stockholders ~~indefinitely~~for tototal ~~pay~~current ~~expenses~~liabilities of $38,080.

We do not have any commitments for capital expenditures nor do we anticipate entering any such commitments. In the ~~opinion~~past ofwe ~~management,~~have ~~inflation~~relied ~~has~~on ~~not~~advances from our officers and ~~will~~on ~~not~~sales ~~have~~of aour ~~material~~common ~~effect~~stock onto ~~the~~cover ~~operations~~our ofoperating costs. In order to complete the ~~Company~~acquisition ~~until~~of ~~such~~Mega ~~time~~Pro, aswe ~~the~~will ~~Company~~need ~~successfully~~to ~~completes~~raise anat ~~acquisition~~least or$1.5 ~~merger~~million. We Atwill ~~that~~seek ~~time,~~financing ~~management~~or ~~will~~we ~~evaluate~~may ~~the~~sell ~~possible~~common ~~effects~~stock or find other forms of ~~inflation~~debt onfinancing to complete the ~~Company~~acquisition. We ~~related~~do tonot itcurrently ~~business~~have any commitments for financing and ~~operations~~have ~~following~~no aassurance ~~successful~~we ~~acquisition~~will be able to secure such financing or ~~merger~~sell enough of our common stock to complete the acquisition. Our need for capital may change dramatically as our operations develop.

~~Plan~~The Company has no other assets or line of ~~Operation~~credit, other than that which present management may agree to extend to or invest in the Company. Our current operating plan is to continue developing, marketing and distributing nutritional supplements both domestically and internationally.

~~During~~In ~~the~~September ~~next 12 months~~2011, ~~the~~we ~~Company~~formed ~~will~~a ~~actively~~United ~~seek~~Kingdom ~~out~~company ~~and~~in ~~investigate~~order ~~possible business opportunities with the intent~~ to ~~acquire~~facilitate orexpansion ~~merge~~of ~~with~~our ~~one or more~~ business ~~ventures.~~into Europe. The ~~Company~~entity ~~will~~was ~~not~~needed ~~restrict its search~~ to ~~any~~facilitate ~~specific~~the ~~business,~~setup ~~industry,~~of ormerchant ~~geographical~~accounts ~~location~~ and itprovide ~~may~~a ~~participate~~simple inmethod afor ~~business~~customers ~~venture~~to ofpurchase ~~virtually~~our ~~any~~products ~~kind~~in ~~or nature~~Europe.

~~Because~~Critical ~~the~~Accounting ~~Company~~Estimates lacks funds, it may be necessary for officers and directors to advance funds to the Company and to accrue expenses until such time as a successful business consolidation can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary to attempt to raise additional funds. As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.

IfThe ~~the~~methods, ~~Company~~estimates, ~~needs~~and tojudgments ~~raise~~that ~~capital,~~we ~~most~~use ~~likely~~in ~~the~~applying ~~only~~our ~~method~~accounting ~~available~~policies ~~would~~have bea ~~the~~significant ~~private~~impact ~~sale~~on ofthe ~~securities.~~results ~~Because~~that ~~the~~we ~~Company~~report isin aour ~~development~~consolidated ~~stage~~financial ~~company,~~statements. itSome isof ~~unlikely~~our ~~that~~accounting itpolicies ~~could~~require us to make adifficult ~~public~~and ~~sale~~subjective ofjudgments, ~~securities~~often oras bea ~~able~~result toof ~~borrow~~the ~~any~~need ~~significant~~to ~~sum~~make ~~from~~estimates ~~either~~regarding amatters ~~commercial~~that orare ~~private~~inherently ~~lender~~uncertain. ~~There~~Our ~~can~~most becritical noaccounting ~~assurance~~estimates ~~that~~include the ~~Company~~recognition ~~will~~and bemeasurement ~~able~~of tocurrent ~~obtain~~and ~~additional~~deferred ~~funding~~income ~~when~~taxes ~~and~~(including ifthe ~~needed~~measurement of uncertain tax positions), orwhich ~~that~~impact ~~such~~our ~~funding~~provision for taxes. Below, ifwe ~~available~~discuss these policies further, ~~can~~as bewell ~~obtained~~as onthe ~~acceptable~~estimates ~~terms~~and judgments involved.

~~The~~Income ~~Company~~Taxes does not intend to use any employees, with the exception of our sole officer Mr. Leonard. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Also, the Company does not anticipate making any other significant capital expenditures until it can successfully complete an acquisition or merger.

15We must make estimates and judgments in determining the provision for taxes for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits, and deductions, and in the calculation of certain tax assets and liabilities that arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. Significant changes in these estimates may result in an increase or decrease to our tax provision in a subsequent period.

~~Net~~The ~~Operating~~calculation ~~Loss~~of our tax liabilities involves uncertainties in the application of complex tax regulations in the United States. When a tax position is determined uncertain, we recognize liabilities based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. If we determine that a tax position will more likely than not be sustained on

The Company has accumulated approximately $95,000 of net operating losses as of February 28, 2011. $59,000 of this loss may be carried forward to offset future taxable income through the year 2031. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry forwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carry forwards that can be used. The use of future tax benefit is undeterminable because the Company presently has no operations.24

~~Recent~~audit, ~~Accounting~~the ~~Pronouncements~~second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes. If uncertainties arise we re-evaluate the tax positions on a quarterly basis. This evaluation is based on factors such as changes in facts or circumstances, changes in tax law, new audit activity, and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

InRecent ~~January~~Enacted ~~2010,~~Accounting ~~the~~Standards FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

InWe ~~January~~have ~~2010,~~evaluated ~~the~~all ~~FASB~~Accounting ~~issued~~Standards anUpdates ~~amendment~~through ~~to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at~~ the ~~election~~date of the ~~shareholders~~financial ~~are~~statements ~~considered~~were toissued ~~be a share issuance that is reflected prospectively in EPS,~~ and isdo not ~~accounted~~believe ~~for~~any aswill a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a ~~significant~~material impact ~~on the Company’s financial statements~~..

InOff ~~June~~Balance ~~2009,~~Sheet the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 will not have a material impact on the Company’s financial statements, but did eliminate references to pre-codification standards.Arrangements

~~Management~~We ~~does~~are not ~~anticipate~~aware ~~that the adoption~~ of ~~these~~any ~~standards~~material ~~will~~transactions ~~have~~which aare ~~material~~not ~~impact~~disclosed onin ~~the~~our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~None~~We do not hold any derivative instruments and do not engage in any hedging activities.

Item 8. Financial Statements and Supplementary Data.

~~REPORT~~Our OFfinancial ~~INDEPENDENT~~statements ~~REGISTERED~~are ~~PUBLIC~~contained ~~ACCOUNTING~~after ~~FIRM~~the exhibit table, which appears at the end of this Annual Report.

~~Michael~~Item F9. ~~Cronin Certified~~Changes ~~Public~~in ~~Accountant Orlando,~~and FLDisagreements ~~32708~~With Accountants on Accounting and Financial Disclosure.

Please see our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2012.

Board of Directors and Shareholders Strike Axe, Inc. Omaha, NE

I have audited the accompanying balance sheet of Strike Axe, Inc. as of February 28, 2011 and 2010 and the related statements of operations, stockholders' deficiency and cash flows for the years then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Strike Axe, Inc. as of February 28, 2011 and 2010 and the results of its operations, its cash flows and changes in stockholders' deficiency for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a $28,000 loss from operations and has no cash. The Company may not have adequate readily available resources to fund operations through 2012. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

May 17, 2011

/s/ Michael F. Cronin Michael F. Cronin Certified Public Accountant

Strike Axe, Inc.
Balance Sheet
	February 28, 2011	February 28, 2010
Assets
Current assets
Cash	$0	$0
Prepaid expenses	0	0
Total current assets	0	0
Total Assets	$0	$0
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable-trade	$750	$750
Accrued expenses	30,348	27,948
Convertible debt	30,000	18,750
Due to related parties	2,764	0
Total current liabilities	63,862	47,448
Stockholders' Deficiency:
Common stock-100,000,000 authorized $0.0001 par value
6,101,049 issuable or issued & outstanding	610	610
Additional paid-in capital	59,390	47,390
Accumulated deficit	(123,862)	(95,448)
Total Stockholders' Deficiency	(63,862)	(47,448)
Total Liabilities & Stockholders' Deficiency	$0	$0

See Summary of Significant Accounting Policies and Notes to Financial Statements.

Strike Axe, Inc.
Statement of Operations
	Years Ended Feb 28,
	2011	2010
Revenue	$0	$0
Costs & Expenses:
General & administrative	14,764	12,000
Interest	13,650	17,400
Total Costs & Expenses	28,414	29,400
Loss from continuing operations before income taxes	(28,414)	(29,400)
Income taxes	0	0
Net Loss	($28,414)	($29,400)
Basic and diluted per share amounts:
Continuing operations	Nil	Nil
Basic and diluted net loss	Nil	Nil
Weighted average shares outstanding (basic & diluted)	6,101,049	6,101,049

See Summary of Significant Accounting Policies and Notes to Financial Statements.

Strike Axe, Inc.
Statement of Cash Flows
	Years Ended Feb 28,
	2011	2010
Cash flows from operating activities:
Net Loss	($28,414)	($29,400)
Adjustments required to reconcile net loss
to cash used in operating activities:
Amortization of debt discount	11,250	15,000
Fair value of services provided by related parties	12,000	12,000
Expenses paid by related parties	2,764	0
Increase (decrease) in accounts payable & accrued expenses	2,400	2,400
Cash used by operating activities:	0	0
Change in cash	0	0
Cash-beginning of period	0	0
Cash-end of period	$0	$0

See Summary of Significant Accounting Policies and Notes to Financial Statements.

Strike Axe, Inc.
Statement of Stockholders' Deficiency
	Common Stock
	Shares	Common Stock	Additional paid-in capital	Accumulated Deficit
Balance at February 28, 2009	6,101,049	610	$35,390	($66,048)
Fair value of services provided by related party			12,000
Net Loss				(29,400)
Balance at February 28, 2010	6,101,049	610	$47,390	($95,448)
Fair value of services provided by related party			12,000
Net Loss				(28,414)
Balance at February 28, 2011	6,101,049	610	$59,390	($123,862)

See Summary of Significant Accounting Policies and Notes to Financial Statements.

STRIKE AXE, INC.

BACKGROUND AND SIGNIFICANT ACCOUNTING POLICIES February 28, 2011

The Company

Organizational Background: We were incorporated August 6, 2007 as a subsidiary of Pristine International Seafood, Inc. Our former parent company, Pristine International Seafood, Inc. (PISI) was originally incorporated on July 29, 1998 in Florida as Pristine Oyster.com, Inc. “PISI” has not conducted any business operations since 2001.

Holding Company Formation and Forward Triangular Merger:

During the fiscal period ended February 29, 2008 we consummated a reorganization which we refer to collectively as the “2008 Reorganization”. The Company was spun-off of “PISI” Inc during February 2008, pursuant to a tax-free reorganization in which all “PISI” shareholders became shareholders of Strike Axe, Inc. in the same proportion. As a result of the 2008 Reorganization, each share of outstanding common stock of “PISI” received one share of common stock of Strike Axe with the same rights, privileges, and preferences, including as to liquidation. In conjunction with the reorganization “PISI” concluded a downstream merger into a second subsidiary. All “PISI”’ operating assets, liabilities and tax attributes (including accumulated losses and net operating losses) carried forward to the subsidiary. Accordingly, “PISI” is not considered a predecessor company for accounting or legal purposes.

In conjunction with the reorganization we re-domiciled to Delaware.

Since 2002 and prior to consummation of the domiciliary merger in 2008, neither “PISI” nor Strike Axe had any existing operations.

Significant Accounting Policies

Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Cash and Cash Equivalents: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

Property and Equipment New property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

Stock Based Compensation: Stock-based awards to employees and non-employees are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments. Our primary type of share-based compensation consists of stock options. ASC 718 requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.. We calculate the fair value of options using a Black-Scholes option pricing model. We do not currently have any outstanding options subject to future vesting.

ASC 718 also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, ASC 718 required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share.

Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.

Fair Value of Financial Instruments: FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At February 28, 2011 and 2010, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates

Fair Value Measurements: FASB ASC 820 defines fair value and establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to the inputs to the valuation techniques. Fair value is the price that would be received to sell an asset or amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value.

Fair Value Hierarchy

FASB ASC 820 specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs), or reflect the Company’s own assumptions of market participant valuation (unobservable inputs). In accordance with FASB ASC 820, these two types of inputs have created the following fair value hierarchy:

·	Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities.
·	Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly.

· Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

FASB ASC 820 requires the use of observable market data if such data is available without undue cost and effort.

Measurement of Fair Value

The Company measures fair value as an exit price using the procedures described below for all assets and liabilities measured at fair value. When available, the Company uses unadjusted quoted market prices to measure fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based or independently-sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be inputs that are readily observable. If quoted market prices are not available, the valuation model used generally depends on the specific asset or liability being valued. The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments.

Earnings per Common Share: We have adopted the provisions of ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Income Taxes: We have adopted ASC 740, Accounting for Income Taxes. Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized

Recent Accounting Pronouncements

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate references to pre-codification standards.

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

STRIKE AXE, INC.

NOTES TO FINANCIAL STATEMENTS February 28, 2011

1. Income Taxes:

We have adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2005 considered available to reduce future income taxes were reduced or eliminated through our recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c).

We have a current operating loss carry-forward of $ 56,000 resulting in deferred tax assets of $19,000. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.

The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after February 29, 2008.

2. Commitments:

The Company is not a party to any leases and does not have any commitments

3. Stockholders' Equity:

Reverse Stock Split

On January 24, 2008 we declared a reverse split of our common stock. The formula provided that every twenty (25) issued and outstanding shares of common stock of the Corporation be automatically split into 1 share of common stock. Any resulting share ownership interest of fractional shares was rounded up to the first whole integer in such a manner that all rounding was done to the next single share and each and every shareholder would own at least 1 share. The reverse stock split was effective January 24, 2008 for holders of record at January 24, 2008. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred since inception.

Common Stock

We are currently authorized to issue up to 100,000,000 shares of $ 0.0001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis..

Recent Sales of Common Stock-2008 Reorganization

In February, 2008, we issued 6,101,049 common shares to the shareholders of our former parent company, Pristine International Seafood, Inc.

Preferred Stock

We are currently authorized to issue up to 10,000,000 shares of $ 0.0001 preferred stock.

Stock Options

There are no employee or non-employee options grants.

Fair value of services: The sole officer and director provided, without cost to the Company, his services, valued at $800 per month. Also provided, without cost to the Company, was office space valued at $200 per month. The total of these expenses was $12,000 for the years ended February 28, 2011 and 2010 respectively and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.

5. Convertible Debt:

On December 7, 2008 issued a $30k convertible promissory note. The note bears interest at 8% per annum until paid or converted. The note is convertible at the option of the holder at any time and from time to time into our common stock at a fixed conversion price of $0.012 per share and matured on December 7, 2010 and is currently in default.

The convertible debt security was issued with a non-detachable conversion feature. We evaluate and account for such securities in accordance with ASC 470-20, “Debt – Debt with Conversion and Other Options”

The note was considered to have an embedded beneficial conversion feature because the effective conversion price was less than the quoted market price at the time of the issuance. This resulted in a discount to the carrying amount of the note equal to:

the difference between the effective conversion rate and the market price of our common stock on the date of issuance; multiplied by

the number of shares into which the notes are convertible

The intrinsic value of the beneficial conversion feature exceeds the proceeds allocable to the convertible debt, therefore, the amount of the discount assigned to the beneficial conversion feature was limited to the amount of the proceeds allocable to the convertible debt. The beneficial conversion feature of $30,000 was recorded separately based on the intrinsic value method.

For convertible debt securities, the recorded discount resulting from the allocation of proceeds to the beneficial conversion feature will be recognized as interest expense over the minimum period from the date of issuance to the date of maturity using the straight line method. The effective yield on the discount is 643%.

The carrying value of the note is calculated as follows:

Face amount of note	$30,000
Future amortization	0
Current carrying value	$30,000

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

~~Evaluation~~We ofhave adopted and maintain disclosure ~~Controls~~controls and ~~Procedures~~procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

WeAs ~~have~~required ~~adopted~~by ~~and~~SEC ~~maintain~~Rule ~~disclosure~~15d-15(b), ~~controls~~our ~~and~~Chief ~~procedures~~Executive ~~(as~~Officer ~~such~~and ~~term~~Chief isFinancial ~~defined~~Officer incarried ~~Rules~~out ~~13a-15(e)~~an ~~and~~evaluation ~~15d-15(e)~~ under the ~~Securities~~supervision ~~Exchange~~and ~~Act~~with the participation of ~~1934~~our management, asof ~~amended~~the (effectiveness of the ~~“Exchange~~design ~~Act”))~~and ~~that~~operation ~~are~~of ~~designed~~our todisclosure ~~ensure~~controls ~~that~~and ~~information~~procedures ~~required~~pursuant to beExchange ~~disclosed~~Act inRule ~~our~~15d-14 ~~reports~~as ~~under~~of the ~~Exchange~~end ~~Act,~~of isthe ~~recorded,~~period ~~processed~~covered by this report. Based on the foregoing evaluation, ~~summarized~~they have concluded that our disclosure controls and ~~reported~~procedures ~~within~~are ~~the~~not ~~time~~effective ~~periods~~in timely alerting them to material information required ~~under~~to ~~the~~be included in our periodic SEC’s ~~rules~~filings and ~~forms~~to ~~and~~ensure that ~~the~~ information required to be disclosed in our periodic SEC filings is ~~gathered~~accumulated and communicated to our management, including our Chief Executive Officer ~~(Principal Executive Officer)~~ and Chief Financial Officer ~~(Principal Financial Officer)~~, ~~as appropriate,~~ to allow ~~for~~ timely decisions regarding required disclosure about our internal control over financial reporting discussed below.

~~As required by SEC Rule 15d-15~~(b), ~~our~~Management’s ~~Chief~~Assessment ~~Executive Officer and Chief Financial Officer carried out an evaluation under the supervision and with the participation~~ of ~~our~~Internal ~~management,~~Control ofover the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, they have concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial ~~Officer, to allow timely decisions regarding required disclosure about our internal control over financial reporting discussed below.~~Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a

process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of February 29, 2012, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of February 29, 2012, and identified the following material weaknesses:

There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the United States (“GAAP”) and the financial reporting requirements of the U.S. Securities and Exchange Commission.

There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

The Company will continue its assessment on a quarterly basis and as soon as we start operations we plan to hire personnel and resources to address these material weaknesses. We believe these issues can be solved with hiring in-house accounting support and plan to do so as soon as we have funds available for this. There has been no change in its internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

This annual report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

(bc) Changes in Internal Control Over Financial Reporting

~~Changes~~There were no changes in ~~Internal~~our ~~Control~~internal control over financial reporting, ~~Over~~as ~~Financial~~defined ~~Reporting~~in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~There~~Item ~~was~~9B. noOther change in our internal control over financial reporting that occurred during the fiscal year ended February 28, 2011, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingInformation.

~~PART~~Not ~~III~~applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

~~The~~Identification ~~following table provides information concerning our officers and directors. All directors hold office until the next annual meeting~~ of ~~stockholders~~Directors ~~or until their successors have been elected~~ and ~~qualified.~~Executive Officers

NAME		AGE		POSITION
Daniel K. Leonard		49		President/Director

The following table sets forth the name, age, position and office term of each executive officer and director of the Company.

The above listed officers and directors will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, or disqualification, or until their successors have been duly elected and qualified. Vacancies in the existing Board of Directors are filled by majority vote of the remaining Directors. Officers of the Company serve at the will of the Board of Directors. There are no agreements or understandings for any officer or director to resign at the request of another person and no officer or director is acting on behalf of or will act at the direction of any other person.


Name	Age	Titles
Shaun Sullivan	31	Chairman, Chief Executive Officer (Principal Executive Officer
Kendall Smith	51	Director, Secretary, Treasurer
Jon E. Lelegren	48	Chief Financial Officer (Principal Financial & Accounting Officer)

~~RESUME~~Executive officers are appointed by and serve at the pleasure of the Board of Directors. A brief biography of each director and executive officer follows:

~~Daniel K~~Mr. ~~Leonard~~Shaun ~~studied~~Sullivan athas ~~University~~been ~~of Nebraska~~Chairman, inDirector ~~Omaha~~and ~~from~~President ~~1980-1983.~~since ~~From~~December ~~March~~2011. ~~2006~~Prior to ~~Present~~then, he ~~has~~was ~~served~~the asfounder ~~president~~ and ~~founder~~president of ~~Consult,~~Nutritional ~~LLC~~Concepts Corp, a ~~Business~~private ~~Consulting~~company ~~Firm. In~~that ~~2007~~develops, ~~Mr.~~manufactures ~~Leonard~~through ~~started~~third ~~Cani~~party ~~Investments~~vendors, asmarkets aand ~~business~~distributes ~~brokering~~branded ~~firm. From~~and ~~December~~private ~~2003~~label tovitamins ~~October~~and ~~2005~~nutritional ~~Mr.~~supplements ~~Leonard~~in ~~served~~the asUnited ~~Chairman~~States and throughout the world from February 2011 to December 2011. From 2009 until February 2011, Mr. Sullivan was the Chief Executive Officer ~~for~~of ~~Oxford~~Ardent ~~Ventures~~Enterprises, a ~~Publicly~~private ~~Traded~~company ~~Gaming~~that ~~Company.~~used ~~From~~proprietary ~~January~~online marketing tools to ~~November~~provide ~~2003~~Internet marketing services. From 2006 until 2009, ~~Leonard~~Mr. ~~served~~Sullivan aswas ~~president~~the founder and ~~co-founder~~President of ~~e-Information~~United ~~Systems,~~Wood ~~LLC~~Products, ofa ~~Elkhorn~~private company manufacturing niche wood products. From 2004 until 2009, ~~Nebraska~~Mr. Sullivan was a ~~data~~founder ~~consolidation~~and the President of Venetians Homes, a company that built high-end custom homes in Southern Utah. Prior ~~Leonard~~to ~~also~~founding ~~has~~Venetians ~~served~~Homes, asMr. ~~director~~Sullivan ofattended ~~business~~Dixie State College.

Mr. Kendall Smith has been a Director and our Secretary and Treasurer since December 2011. Prior to then, he was the General Manager of Mega-Pro Nutrition, Inc., a private manufacturing company of sports nutritional supplements and dietary products. Mr. Smith has worked with the Food and Drug Administration and Drug Enforcement Agency in the development of new products and bringing those products to market.

Mr. Jon Lelegren has been our Chief Financial Officer since December 2011. Prior to then he was the Chief Financial Officer of Nutritional Concepts Corp, a private company that develops, manufactures through third party vendors, markets and distributes branded and private label vitamins and nutritional supplements in the United States and throughout the world from September 2011 to December 2011. From September 2011 he has been a business and accounting consultant for AgFeed Industries, a publically held animal nutrition and hog production company. From 2001 to May 2011, he was an audit partner with Mantyla McReynolds, LLC, a BDO Seidman Allliance Firm, providing independent accounting, consulting and services. Mr. Lelegren is a Certified Public Accountant and a member in good standing with the Utah Association of Certified Public Accountants. Mr. Lelegren holds a Bachelor of Science degree in accounting and a Master of Accountancy degree from Brigham Young University.

According to our bylaws, the number of directors at any one time may not be less than one or more than nine. The maximum number of directors at any one time may be increased by a vote of a majority of the directors then serving. Our charter provides for the annual election of directors. At each annual meeting of stockholders, our directors will be elected for a one-year term and serve until their respective successors have been elected and qualified. It is anticipated that the Board of Directors will meet at least quarterly.

Family Relationships

Shaun Sullivan is the stepson of Kendall Smith.

Board Committee

Our Board of Directors has the authority to appoint committees to perform certain management and administrative functions. As of the date of this Report, the Board of Directors has not established any committees. However, we expect that the Board of Directors will increase the maximum number of directors that may serve at any one time

~~development~~and ~~for~~will ~~Data~~appoint ~~Delivery~~new ~~Services,~~directors ~~Inc.,~~who ofqualify ~~Conroe,~~as ~~Texas~~“independent” ~~from~~to ~~January~~fill ~~2002-03;~~those ~~served~~seats. Once asthe aBoard ~~vice~~of ~~president~~Directors inhas ~~charge~~been ofexpanded, ~~sales~~we ~~and~~anticipate ~~marketing~~that ~~for~~the ~~Vital~~Board ~~Processing~~of ~~Services,~~Directors ~~Inc.~~will ofestablish ~~Tempe~~separate audit, ~~Arizona~~compensation ~~from~~and ~~September~~nominating ~~1998~~and tocorporate ~~January~~governance ~~2002~~committees, ~~and~~whose ~~Assistant~~members ~~Vice~~will ~~President~~qualify ofas ~~National~~“independent,” ~~Sales~~and ~~for~~may, ~~First~~from ~~National~~time ~~Bank~~to time, ofestablish ~~Omaha,~~other ~~Nebraska.~~committees it deems appropriate.

Item 11. Executive Compensation.

~~Director~~The ~~Compensation~~following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended February 29, 2012 and February 28, 2011.

~~Members~~Summary ofCompensation ~~the Company’s Board of Directors do not receive compensation, as such, at this time.~~Table

The Company is obligated to pay Daniel K. Leonard, in his capacity as director, $5,000.00 monthly as base compensation through December 31, 2009.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Option Awards ($)	Other	Total ($)
Shaun Sullivan, Chief Executive Officer	2011	-	-	-	-	-
	2012	24,000				24,000

Kendall Smith, Secretary/Treasurer	2011	-	-	-	-	-
	2012	5,000				5,000

~~Stock~~Jon ~~Option~~E. ~~Grants~~Lelegren,

AsChief ofFinancial ~~the date of this report on Form 10-K the Company has not granted any stock options.~~Officer

2011

2012

5,395

Employment Agreements with Named Executive Officers

We do not have any employment agreements with our named executive officers.

Outstanding Equity Awards

There were no outstanding equity awards to our named executive officers for the year ended February 29, 2012.

Compensation of Directors

We do not compensate our directors for their services other than to reimburse them for out-of-pocket expenses incurred in connection with their attendance at meetings of the Board of Directors. In order to attract and retain qualified independent directors, we plan to adopt a compensation plan for non-employee directors that may include cash as well equity-based compensation.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Act requires our directors and executive officers, and persons who own more than 10% of our equity securities which are registered pursuant to Section 12 of the Securities Act, to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of the Forms 3, 4 and 5 (and amendments thereto) furnished to us for the for the year ended February 29, 2012, we have determined that our directors, officers and greater-than-10% beneficial owners complied with all applicable Section 16 filing requirements.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Section~~The 16following table sets forth, as of June 13, 2012, and giving effect to the 2011 Reorganization, certain information regarding the beneficial ownership of our Common Stock, the only class of securities we have currently outstanding, of (i) each director and named executive officers individually, (ii) all directors and named executive officers as a group, and (iii) ~~Beneficial~~each ~~Ownership~~person ~~Reporting~~known ~~Compliance~~to us who is known to be the beneficial owner of more than 5% of our Common Stock. In accordance with the rules of the SEC, “beneficial ownership” includes voting or investment power with respect to securities. To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and those persons who beneficially own more than 10% of the Company’s outstanding shares of common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. Officers, directors, and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.


		Shares Beneficially Owned as of June 13, 2012 (1)
Name of Beneficial Owner (2)
		Number	Percent (3)
Directors and Named Executive Officers:
	Shaun Sullivan	8,000,000	30.27%
	Kendall A. Smith	8,000,000	30.27%
	Jon E. Lelegren	0	0%
	All officers and directors as a group (3 persons)	16,000,000	60.54%

	5% Shareholders:
	Michael Kevin Long	2,000,000	7.56%
	Edric W. Vredenburg	2,000,000	7.56%
	Snowtop Park, LLC (4)	1,850,000	7.00%
	All officers, directors and 5% shareholders as a group (6 persons)	21,850,000	82.66%

Based solely upon a review of the copies of such forms furnished to the Company, except for Forms 3 that were omitted to be filed, we believe that during the year ended February 28, 2011, all Section 16(a1) ~~filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.~~

~~The~~Under ~~following~~the ~~table~~rules ~~sets~~and ~~forth~~regulations ~~certain~~of ~~information regarding~~ the SEC, beneficial ownership ofincludes ~~our~~(i) ~~common~~shares ~~stock~~actually asowned, of(ii) ~~February~~shares ~~28,~~underlying ~~2011~~options byand warrants that are currently exercisable and (iiii) ~~each~~shares ~~person~~underlying ~~who~~options isand ~~known~~warrants bythat usare toexercisable ~~own~~within ~~beneficially~~60 ~~more~~days ~~than~~of ~~10%~~the date of ~~our~~this ~~outstanding~~Report. ~~common~~All ~~stock;~~shares ~~(ii)~~beneficially ~~each~~owned ofby ~~our~~a ~~officers~~particular ~~and~~person ~~directors;~~under clauses (ii) and (iii) ~~all~~ of ~~our~~the ~~directors~~previous ~~and~~sentence ~~officers~~are asdeemed ato ~~group.~~be ~~None~~outstanding offor the ~~current~~purpose ~~shareholders~~of ~~have~~computing ~~received~~the orpercentage ~~will~~ownership ~~receive~~of ~~any~~that ~~extra~~person orbut ~~special~~are ~~benefits~~not ~~that~~deemed ~~were~~outstanding ~~not~~for ~~shared~~the ~~equally~~purpose ~~(pro-rata)~~of bycomputing ~~all~~the ~~holders~~percentage ofownership ~~shares~~ of ~~our~~any ~~stock.~~other person.

Name and Address of Beneficial Owner	Amount of Common Stock Beneficially Owned	Percentage Ownership of Common stock(1)
Consult, LLC *	6,021,236	98.69%
Daniel K. Leonard	0	0%
All Officers and Directors as a Group (1 person)	6,021,236	98.69%

(2)

* .Unless 6otherwise indicated,~~021,236~~ ~~shares~~the ofaddress ~~common~~for ~~stock~~each ~~are~~person ~~owned~~listed byabove ~~Consult~~is: ~~LLC,~~c/o aNutritional ~~Nebraska~~Concepts ~~company~~Corp., ~~owned~~267 byW. ~~Daniel~~1400 KS., ~~Leonard~~Suite 101, St. ~~The~~George, UT 84790.

~~shares owned by Consult LLC are included in these beneficial ownership totals~~(3)

Based on 26,432,511 shares issued and outstanding as of June 13, 2012

(4)

Snowtop Park, LLC is owned and controlled by Brent Goold, 1173 W. 12780 S., Riverton, UT 84065, and as such, Mr. Goold maintains sole voting disposition over the shares held by Snowtop Park, LLC.

We know of no arrangements, including pledges, by or among any of the forgoing persons, the operation of which could result in a change of control of us.

Description of Securities

General Matters

The following is a summary description of our capital stock. It does not purport to be complete and is subject to, and is qualified in its entirety by, the provisions of our certificate of incorporation and bylaws, forms of which have previously been filed by Strike Axe, Inc. and are incorporated by reference into this Report.

Our authorized capital stock consists of 100,000,000 shares of Common Stock, par value $0.0001 per share and 10,000,000 shares of Preferred Stock, par value $0.0001 per share. As of June 13, 2012, we had 26,432,511 shares of Common Stock issued and outstanding and no shares of preferred stock are issued and outstanding.

Common Stock

Voting

Holders of Common Stock are entitled to one vote for each share held of record on each matter submitted to a vote of stockholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.

Dividends

Subject to the rights and preferences of the holders of any series of preferred stock which may at the time be outstanding, holders of Common Stock are entitled to receive ratably such dividends as our Board of Directors from time to time may declare out of funds legally available therefor.

Liquidation Rights

In the event of any liquidation, dissolution or winding-up of our affairs, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any outstanding shares of any series of our preferred stock, the holders of Common Stock will be entitled to share ratably in the distribution of any of our remaining assets.

Other Matters

Holders of Common Stock have no conversion, preemptive or other subscription rights and there are no redemption rights or sinking fund provisions with respect to the Common Stock. All of the issued and outstanding shares of Common Stock on the date of this Report are validly issued, fully paid and non-assessable.

Listing

The Common Stock is quoted on the OTCBB under the symbol “SKAX.”

Transfer Agent and Registrar

The transfer agent and registrar for the Common Stock is American Registrar & Transfer Co., 342 E 900 South, Salt Lake City, UT 84110.

Director and Officer Indemnification

Our Company’s charter provides that, to the fullest extent that limitations on the liability of directors and officers are permitted by the DGCL, no director or officer of the Company shall have any liability to the Company or its stockholders for monetary damages. The DGCL provide that a corporation’s charter may include a provision which restricts or limits the liability of its directors or officers to the corporation or its stockholders for money damages except: (1) to the extent that it is provided that the person actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property or services actually received, or (2) to the extent that a judgment or other final adjudication adverse to the person is entered in a proceeding based on a finding in the proceeding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Company’s bylaws provide that the Company shall indemnify and advance expenses to its currently acting and its former directors to the fullest extent permitted by the DGCL and that the Company shall indemnify and advance expenses to its officers to the same extent as its directors and to such further extent as is consistent with law.

The charter and bylaws provide that the Company will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Company. However, nothing in the

Company’s charter or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. To the extent that a director has been successful in defense of any proceeding, the General Corporation Law provides that he shall be indemnified against reasonable expenses incurred in connection therewith.

~~There~~Related are certain conflicts of interest between the Company and our officers and directors. Mr. Leonard has other business interests to which he currently devotes attention, and may be expected to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner which is consistent with their fiduciary duties to the company.Transactions

28At its inception, the Company issued 16,000,000 shares of common stock, valued at $0.00125 per share, to two individual founders in exchange for a subscription to receive cash of $20,000. The cash was received in September 2011. In anticipation of this business combination, 5,767,460 of these common shares were repurchased and canceled to accommodate an agreed upon, post transaction structure.

The Company currently is provided office space by Mega-Pro Nutritional, Inc., The value of the space provided through February 29, 2012, is considered nominal by Company management. No amounts are due to or from this party as of the balance sheet date.

In August 2011, the Company was granted the option to acquire Mega-Pro Nutrition, Inc. The agreement provided that the Company can acquire all the assets and operations for $1.5 million at any time through February 2012. The option agreement expired and the parties are currently in negotiations to acquire certain assets of Mega-Pro Nutritional, Inc. Mega-Pro Nutritional, Inc. is wholly owned by the brother of Kendall Smith, an officer, director and stockholder of the Company.

Director Independence

The common stock of the Company is currently quoted on the OTCBB, an exchange which currently does not have director independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board of Directors will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy both the criteria for the Nasdaq and the NYSE Amex Equities.

As of February 29, 2012, the Board determined that there were no independent directors under these standards.

Policies and Procedures for Related Party Transactions

We intend to adopt a code of business conduct and ethics, or Code of Conduct, pursuant to which our executive officers, directors, and principal stockholders, including their immediate family members and affiliates, will not be permitted to enter into a related party transaction with us without the prior consent of our audit committee, or other independent committee of our Board of Directors in the case where it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of such persons’ immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for review, consideration and approval. All of our directors, executive officers and employees will be required to report to our audit committee any such related party transaction. In approving or rejecting the proposed agreement, our audit committee will consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Our audit committee will approve only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our audit committee determines in the good faith exercise of its discretion.

Item 14. Principal Accounting Fees and Services.

(a) Audit Fees

~~The~~Audit ~~aggregate~~Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees ~~billed~~related to the performance of audits and attest services not required by ~~Mike~~statute ~~Cronin,~~or ~~CPA~~regulations, ~~our~~and ~~independent~~accounts ~~auditor,~~consultations ~~for~~regarding the ~~audit~~application of ~~our~~GAAP ~~annual~~to ~~consolidated~~proposed ~~financial~~transactions. The ~~statements~~aggregate ~~was~~Audit Fees billed for the fiscal years ended February 29, 2012 and February 28, 2011, were $11,021 and $10,000, respectively.

(b) Audit-Related Fees

~~None~~The aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements, other than those previously reported in this Item 14, for the fiscal years ended February 29, 2012 and February 28, 2011, were $0 and $0 respectively.

~~None~~Tax Fees consist of the aggregate fees billed for professional services rendered by our principal accounts for tax compliance, tax advice, and tax planning. These services include preparation for federal and state income tax returns. The aggregate Tax Fees billed for the fiscal years ended February 29, 2012 and February 28, 2011, were $0 and $0, respectively.

(d) All Other Fees

~~None~~The aggregate fees billed for products and services provided by the principal accountant, other than the services reported above for the fiscal years ended February 29, 2012 and February 28, 2011, were $0 and $0, respectively.

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. The Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

Financial Statements


Exhibit No.		Description

2.1		Agreement and Plan of Reorganization (Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on December 6, 2011)

3.1		Articles of Incorporation (Filed as an exhibit to the Registration Statement on Form 10-12G (SEC filed with the Commission on July 3, 2008)

3.2		Bylaws (Filed as an exhibit to the Registration Statement on Form 10-12G (SEC filed with the Commission on July 3, 2008)

31.1		Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14 (a)). *

31.2		Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14 (a)). *

32.1		Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

32.2		Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

~~Included~~* Filed ~~herein under Item 8~~herewith.

~~Index to Exhibits~~33

Exhibit No.		Description
31		Certification pursuant to Section 301 of the Sarbanes-Oxley Act of 2002
32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Strike Axe, Inc.

29Consolidated Financial Statements

February 29, 2012

Strike Axe, Inc.

Table of Contents



Title	Page #
Report of Independent Registered Public Accounting Firm	36
Consolidated Balance Sheet	37
Consolidated Statement of Operations	38
Consolidated Statement of Stockholders’ Equity	39
Consolidated Statement of Cash Flows	40
Notes to Consolidated Financial Statements	41

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Strike Axe, Inc.

We have audited the accompanying consolidated balance sheet of Strike Axe, Inc. (Company) as of February 29, 2012 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the period ended February 29, 2012. Strike Axe, Inc’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Strike Axe, Inc. as of February 29, 2012, and the results of its consolidated operations and its cash flows for the period ended February 29, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has not yet generated sufficient revenue from operations to cover operating expenses which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Mark Bailey & Company, Ltd.

Mark Bailey & Company, Ltd.

Reno, Nevada

June 13, 2012

Strike Axe, Inc.

Consolidated Balance Sheet

As of February 29, 2012




Assets
Current assets:
	Cash	$	34,963
	Inventory		15,813

	Total current assets		50,776
Other assets:
	Fixed assets (net)		29,684

	Total assets	$	80,460

Liabilities and Stockholders' Equity
Current liabilities:
	Accounts payable	$	35,480
	Other current liabilities		2,500
	Loans from Stockholders		100
	Total current liabilities		38,080

	Total liabilities		38,080

Stockholders' equity: Preferred Stock, $.0001 par; 10,000,000 authorized, no shares issued & outstanding			-
	Common stock, $0.0001 par;100,000,000 authorized, 26,432,511 issued & outstanding		2,643
	Additional paid-in capital		322,293
	Stock subscriptions receivable		(2,933)
	Accumulated deficit		(279,623)
	Total stockholders' equity		42,380

	Total liabilities and stockholders' equity	$	80,460

See accompanying notes to financial statements

Strike Axe, Inc.

Consolidated Statement of Operations

For the Year Ended February 29, 2012



Net Sales		$	20,549

Costs and expenses:
	Cost of sales Advertising & promotion Professional fees General & administrative		7,900 48,122 133,418 57,910
	Research & development		7,432
	Total costs and expenses		254,782

Loss from operations			(234,233
Reorganization costs (45,390)
Loss before income taxes			(279,623)
Provision for income taxes			-

Net loss		$	(279,623)

Net loss per share, basic and diluted		$	(0.01)

Weighted average shares, basic and diluted			19,164,247

See accompanying notes to financial statements

Strike Axe, Inc.

Consolidated Statement of Stockholders' Equity

For the Year Ended February 29, 2012


	Common Stock				Additional		Stock				Total
	Number of				Paid in		Subscription		Accumulated		Stockholders'
	Shares		Amount		Capital		Receivable		Deficit		Equity

Balance at inception	-	$	-	$	-	$	-	$	-	$	-

Contributed startup costs	-		-		70		-		-		70

Issued common stock for cash @ $0.00125 per share	16,000,000		16,000		4,000			-	-		20,000

Issued common stock for services@ $0.00125 per share	1,000,000		1,000		250		-		-		1,250

Issued common stock for cash @ $0.0175 per share	4,000,000		4,000		66,000		-		-		70,000

Issued common stock for subscriptions receivable @ $0.0175 per share	2,000,000		2,000		33,000		(10,000)		-		25,000
Issued shares for consulting @ $0.0175 per share	150,000		150		2,475						2,625
Issued options for consulting					87,500						87,500


Cancelled shares for recapitalization	(6,171,226)		(6,171)		(896)		7,067
Recapitalization of NCC	6,101,049		(14,671)		14,671						-
Conversion of debt	3,129,840		313		37,245						37,558
Issued shares for cash at $0.35 per share	222,848		22		77,978						78,000
Current period net loss									(279,623)		(279,623)

Balance at February 29, 2012	26,432,511	$	2,643	$	322,293	$	(2,933)	$	(279,623)	$	42,380

See accompanying notes to financial statements

Strike Axe, Inc.

Consolidated Statement of Cash Flows

For the Year Ended February 29, 2012

Cash flows from operating activities:
	Net Loss		$	(279,623)
	Adjustments to reconcile net loss to net cash
	from operating activities:
		Stock issued for services		91,375
		Cost of reorganization		45,390
		Depreciation		3,511
		Increase in inventory		(15,813)
		Increase in accounts payable		27,647
		Increase in other current liabilities		2,500
	Net cash from operating activities			(125,012)

Cash flows from investing activities:
		Purchase of fixed assets		(33,195)
	Net cash from investing activities			(33,195)

Cash flows from financing activities:
	Proceeds from issuance of stock			193,000
	Cash contributed for organization costs			70
	Proceeds from borrowing from shareholders			8,100
	Payments on borrowing			(8,000)
	Net cash from financing activities			193,170

Net increase in cash				34,963
Cash at the beginning of the period				-
Cash at end of period			$	34,963

Supplemental cash flow information
	Cash paid for interest		$	-
	Cash paid for income taxes			-
	Stock issued for subscriptions receivable			2,933






See accompanying notes to financial statements

Strike Axe, Inc.

Notes to Consolidated Financial Statements

February 29, 2012

1. Nature of Business

On December 5, 2011, pursuant to an Agreement and Plan of Reorganization, dated as of November 29, 2011, Strike Axe, Inc. (the Company) acquired Nutritional Concepts Corp. Nutritional Concepts Corp became a wholly owned subsidiary of the Company.

Nutritional Concepts Corp is a Utah corporation which was formed February 2, 2011 to be a marketer, distributor and retailer of nutritional supplements and related products in the United States and worldwide. The Company essentially had no activity until approximately August 2011. Initial sales began in October 2011.

In September 2011, the Nutritional Concepts Corp created a wholly-owned subsidiary, in the United Kingdom, in order to facilitate expansion of business into Europe.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions are eliminated in consolidation.

2. Basis of Presentation

a. Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

b. Cash

The Company considers cash in banks and all highly liquid investments with a maturity of three months or less when purchased to be cash.

c. Revenue Recognition

Revenue is recognized as it is earned; that is, persuasive evidence of an agreement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured. Revenues from the sale of nutritional supplements is earned and recognized upon delivery and acceptance by the customer. In some sales transactions, the customer is granted 30 days to return unused products for a refund. Therefore, the Company records revenue from these products as unearned until the 30 day return period has expired.

Amounts billed to customers for shipping and handling are reported as a component of net sales revenue. The corresponding shipping and handling expenses are reported in general and administrative expenses.

d. Net Loss Per Common Share

Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. As the Company has a loss for the period presented, any potentially dilutive shares would be anti-dilutive and are thus not included into the earnings per share calculation.

Strike Axe, Inc.

Notes to Consolidated Financial Statements (continued)

February 29, 2012

As of February 29, 2012 there are 4,920,000 potentially dilutive shares resulting from the issuance of stock options.

e. Inventory

Inventories are stated at the lower of cost or market value based upon the First-In First-Out (FIFO) inventory method. The Company’s inventory consists of finished goods, which are nutritional supplements and related supplies.

3. Going Concern

The Company has accumulated losses from inception through February 29, 2012 of $279,623, has had negative cash flows from operating activities during the period from inception through February 29, 2012, and has just recently commenced its planned principal operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to further develop its marketing, distribution, and retailing of nutritional products in the United States and worldwide. If management is unsuccessful in these efforts, discontinuance of operations is possible. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

4. Fair Value Measurements

There are no financial assets and liabilities held for trading and carried at fair value measured on a recurring basis as of February 29, 2012.

The carrying amount of cash, trade payables, and stockholder loans approximates fair value because of the immediate, short-term maturity of these financial instruments.

5. Intangible Assets

Intangible assets include website development costs. The Company accounts for the costs of developing the website and any internally developed software in accordance with the provisions of FASB ASC Topic 350. The Company capitalizes the costs during the application development stage when it is probable that the project will be completed and the property will be used to perform the function intended. Definite lived intangibles are amortized on a straight-line basis over their estimated useful lives. The recoverability of intangible assets is evaluated periodically, taking into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. The Company capitalized $31,602 during the period from inception through February 29, 2012. Amortization recognized through February 29, 2012 was $3,511 based upon an estimated useful life of 3 years and no residual value. Amortization expense is expected to be $10,534 in each of the next two years and $7,023 in year three.

6. Equity transactions

At its inception, the Company issued 16,000,000 shares of common stock, valued at $0.00125 per share, to two individual founders in exchange for a subscription to receive cash of $20,000. The cash was received in September of 2011.

In February 2011, the Company issued 1,000,000 shares of common stock, valued at $1,250 or $0.00125 per share, to an individual for services performed over the six months ended August 2, 2011.

Strike Axe, Inc.

Notes to Consolidated Financial Statements (continued)

February 29, 2012

In August 2011, the Company issued 4,000,000 shares of common stock to two accredited investors for cash of $70,000, or $0.0175 per share. An additional 2,000,000 shares were subscribed, valued at $0.0175 per share, or $35,000. As of February 29, 2012, $2,933 of this subscription had not yet been received.

On October 10, 2011 the Company issued 150,000 shares of common stock to consultants for services valued at $2,625 or $0.0175 per share.

The Company entered a consulting agreement, on August 19, 2011, wherein it agreed to issue 2,000,000 shares of common stock, the vesting of which was contingent upon meeting certain sales levels over an anticipated twelve month period. Subsequently, the contract for issuing these shares was cancelled. Based on the terms of the contract, the Company has recorded a liability in the amount of $2,500 as the liability to be paid to the consultant in the event the consulting arrangement was terminated prior to vesting of the shares.

In anticipation of a business combination with Strike Axe, Inc., two stockholders returned 5,767,450 shares of common stock for cancellation and one stockholder returned 403,776 shares of common stock for cancellation in exchange for a $7,067 reduction in its subscription receivable. Additionally, the Company cancelled 2,000,000 unvested shares with the agreement to issue 2,000,000 shares of Strike Axe, Inc. at a future time.

On December 7, 2008, Strike Axe, Inc. issued a $30,000 convertible promissory note. The note provided interest at 8% per annum until paid or converted. The note was convertible at the option of the holder at any time and from time to time into common stock at a fixed conversion price of $0.012 per share. The note matured on December 7, 2010 and was in default at the time of the recapitalization. In December 2011 and January 2012, the Company converted the promissory note plus outstanding interest (totaling $37,558) into common stock at the rate of $0.012 per share, per the contract. Total shares issued were 3,129,840.

In January 2012, the Company issued 142,858 shares of restricted common stock to an individual for cash proceeds of $50,000. The sale was made in a private transaction exempt from registration under the Securities Act of 1933.

In February 2012, the Company issued 80,000 shares of restricted common stock as a result of a stock option exercise for gross proceeds of $28,000. The sale was made in a private transaction exempt from registration under the Securities Act of 1933.

7. Related party transactions

At the inception of Nutritional Concepts Corp, $70 in startup fees was contributed by the founders.

A stockholder and officer of the Company had advanced operating capital totaling $8,000 to the Company. During the operating period the Company repaid $8,000 and as of February 29, 2012, the Company has recorded an amount payable to this individual of $0. The amount was non-interest bearing, unsecured and payable on demand.

Another stockholder and officer advanced $200 to the Company as operating capital. The Company repaid $100 to this individual and has recorded a balance due of $100, as of February 29, 2012. The balance is due on demand, non-interest bearing and unsecured.

The Company currently is provided office space by Mega-pro Nutrition, Inc., which is wholly owned by the brother of an officer and stockholder of the Company. The value of the space provided through February 29, 2012, is considered nominal by Company management. No amounts are due to or from this party as of the balance sheet date.

Strike Axe, Inc.

Notes to Consolidated Financial Statements (continued)

February 29, 2012

In August 2011, the Company was granted the option to acquire Mega-pro Nutrition, Inc. The agreement provided that the Company could acquire all the assets and operations for $1.5 million at any time through February 2012. Mega-pro Nutrition, Inc. is wholly owned by the brother of an officer and stockholder of the Company. The option expired unexercised.

8. Income Taxes

The Company has available net operating losses of $239,565 which can be utilized to offset future earnings of the Company. A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. The valuation allowance increased by $92,590 during the period ended February 29, 2012.

The Company has the following carryforwards available at February 29, 2012:



Operating Losses
Expires		Amount
2032	$	239,565
Total	$	239,565

The tax effects of temporary differences that give rise to significant portions of the deferred tax asset at February 29, 2012 are summarized below. The Company did not have any deferred taxes as of its inception (February 2, 2011).


		February 29, 2012
Deferred tax asset:
Restricted stock issued for services	$	956
Net operating losses		91,634
Preliminary deferred tax asset		92,590
Deferred tax asset valuation allowance		(92,590)
Net deferred tax asset	$	-

The effective tax rate for continuing operations differs from the statutory rate as follows:



		February 29, 2012
Expected Income Tax (Benefit) based on Statutory Rate	$	(83,848)
Effects of:
Restricted stock issued for services		(956)
State taxes, net of federal benefit		(7,786)
Change in Valuation Allowance		92,590
Provision for Income Tax (Benefit)	$	-

Uncertain Tax Positions

The Company has evaluated uncertain tax positions and determined that any required adjustments would not have a material impact on the Company’s balance sheet, income statement, or statement of cash flows.

The Company did not recognize any penalties or interest related to uncertain tax positions during the period ended February 29, 2012. No penalties or interest for unrecognized tax benefits had been accrued as of February 29, 2012.

The Company has not yet filed income tax returns in the US and other state jurisdictions.

Strike Axe, Inc.

Notes to Financial Statements

February 29, 2012

9. Stock Compensation

During the period ended February 29, 2012, the Company issued 1,000,000 shares of common stock as compensation to a consultant and agreed to issue an additional 2,000,000 restricted shares of common stock to another consultant as compensation upon the Company meeting certain sales milestones. As indicated in Note 6, the 2,000,000 consultant shares, based on the terms of the contract, were not considered issued until they vest which was at an undeterminable future date. The contract was subsequently cancelled and the shares were never issued.

Stock-based compensation expense for the period ended February 29, 2012 was $3,750 with a related income tax benefit of $722.

The following table reflects the outstanding stock awards and activity related thereto for the period ended February 29, 2012:


	Period Ended
	February 29, 2012
	Number		Weighted-
	Of		Average
	Shares		Grant-Date Fair Value
Stock Compensation:
Non-vested Shares at the Beginning of the Period		0	$	0
Shares Granted		3,000,000	$	0.01208
Shares Vested		(1,000,000)	$	0.00125
Shares cancelled		(2,000,000)	$	0.01750
Non-vested Shares at the End of the Period		-	$	-

Effective September 1, 2011, the Company entered a consulting agreement with Tryant, LLC. As compensation for consulting, the Company issued fully-vested options to purchase 5,000,000 shares of common stock at an exercise price of $0.35 per share. The options were each valued at $0.0175 and are exercisable during the twenty-four month period commencing November 23, 2011. The options had no aggregate intrinsic value on November 23, 2011.

Changes in stock options for the period from inception through February 29, 2012 were as follows:


	Period Ended
	February 29, 2012
	Number		Weighted-		Remaining
	of		Average		Contractual
	Shares		Exercise Price		Term (yrs)

Beginning balance		0	$	0
Granted		5,000,000		0.35	1.75
Exercised		80,000		.35
Outstanding February 29		4,920,000		0.35	1.75
Exercisable		4,920,000		0.35	1.75
Ending vested		4,920,000		0.35	1.75
Wtd Avg Fair Value granted			$	0.35

The Company recorded compensation expense for these options of $87,500 during the period ended February 29, 2012. The related tax benefit is approximately $17,000. The fair value of each option was estimated to be $0.0175 on the date of grant based on the fair value of the services to be received.

10. Subsequent events

In May 2012, the Company borrowed $50,000 from an investor for operating capital. The loan bears interest at 2% per annum and is due November12, 2012. In June 2012, the Company borrowed an additional $12,500 at the same interest rate of 2%. Interest and principal are due December 5, 2012.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	May 25, 2011	By:	/s/ Daniel K. Leonard
			STRIKE AXE, INC.
			Daniel K. Leonard
Date: June 13, 2012			By:	/s/ Shaun Sullivan
			President, Chief Executive Officer, and Sole Director
				Name: Shaun Sullivan
				Title: Chief Executive Officer




Date: June 13, 2012	By:	/s/ Jon E. Lelegren
		Name: Jon E. Lelegren
		Title: Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.


Name	Title	Date


/s/ Shaun Sullivan	Chairman, Chief Executive Officer (Principal Executive Officer)	June 13, 2012
Shaun Sullivan


/s/ Jon E. Lelegren	Chief Financial Officer (Principal Executive Officer)	June 13, 2012
Jon E. Lelegren	(Principal Accounting Officer)


/s/ Kendall Smith	Director, Secretary, Treasurer	June 13, 2012
Kendall Smith

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