UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

_______________

FORM 10-Q

~~_______________~~x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~(Mark~~For ~~One)~~the quarterly period ended: May 31, 2012

xor

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

For the ~~quarterly~~transition period ~~ended~~from ~~November~~__________ ~~30,~~to ~~2011~~__________

ORCommission File Number: 000-53304

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

For the transition period from ___________ to ___________

STRIKE AXE, INC.

(Exact ~~name~~Name of registrant as specified in its charter)

Delaware	26-2329797	~~000-53304~~	~~26-2329797~~
(State or other jurisdiction of incorporation or organization)		(Commission File No.)	(I.R.S. Employer Identification No.)
(State or other Jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

267 W 1400 S, Suite 101~~, St. George, UT 84790~~

~~(Address~~St ofGeorge, ~~Principal~~Utah ~~Executive Offices)~~84790

~~_______________~~(Address of principal executive offices)

(800-) 541-9469

(~~Issuer~~Registrant’s ~~Telephone~~telephone number, including area code)

~~_______________~~Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

~~21724~~Indicate E.by ~~Stanford~~check ~~Circle~~mark whether the registrant has submitted electronically and posted on its corporate Web site, ~~Elkhorn~~if any, ~~Nebraska~~every ~~68022~~Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

~~(Former~~Yes ~~Name~~¨ No ~~or Former Address if Changed Since Last Report)~~x

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed by Section 13~~ or ~~15(d)~~a ofnon-accelerated ~~the~~filer. ~~Securities~~See ~~Exchange~~definition ~~Act~~ of ~~1934~~“accelerated ~~during~~filer ~~the~~and ~~preceding~~large 12accelerated ~~months~~filer” ~~(or~~in ~~for~~Rule ~~such shorter period that the registrant was required to file such reports), and (~~12b-2) ~~has~~of ~~been subject to such filing requirements for~~ the ~~past~~Exchange ~~90 days. Yes ¨ No þ~~Act:

~~Indicate~~¨ byLarge ~~check~~Accelerated ~~mark~~Filer ~~whether~~¨ ~~the~~Accelerated ~~registrant~~Filer ~~has~~¨ ~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S~~Non-TAccelerated ~~(§232.405~~Filer ofx ~~this~~Smaller ~~chapter)~~Reporting ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o~~Company

Indicate by check mark whether the registrant is a ~~large~~shell ~~accelerated~~company ~~filer,~~(as andefined ~~accelerated~~in ~~filer,~~Rule ~~a non~~12b-~~accelerated~~2 ~~filer,~~of orthe aExchange ~~smaller~~Act). Yes ~~reporting~~¨ No ~~company.~~x

~~Large~~As ~~accelerated~~of ~~filer~~July ¨11, ~~Accelerated~~2012, ~~filer~~there ¨were ~~Non-accelerated~~26,432,511 ~~filer~~shares ¨outstanding ~~Smaller~~of ~~reporting~~the ~~company~~registrant’s þcommon stock.

~~Indicate~~TABLE byOF ~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No þ~~CONTENTS

The number of shares outstanding of the Registrant’s common stock as of January 16, 2012, was 26,352,511 shares of common stock.


	Page
PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		7

Item 3. Quantitative and Qualitative disclosures about Market Risk.		8

Item 4. Controls and Procedures.		8
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.		9

Item 1A. Risk Factors.		9

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		9

Item 3. Defaults Upon Senior Securities.		9

Item 4. Mining Safety Disclosures.		9

Item 5. Other Information.		9

Item 6. Exhibits.		9

Signatures		10

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

Strike Axe, Inc.
Unaudited Condensed Balance Sheets
Consolidated Balance Sheets
	November 30, 2011	February 28, 2011
	May 31, 2012 Unaudited	February 28, 2012
Assets
Current assets
Cash	$01,322	$034,963
Total current assets	0	0
Inventory	15,813	15,813
Total Assets	$0	$0
Total current assets	17,135	50,776
Liabilities and Stockholders' Equity
Other assets: Fixed assets (net)	26,918	29,684
Total Assets	$44,053	$80,460
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable-trade	$~~750~~24,923	$~~750~~35,480
Accrued expenses	32,148	30,348
Other current liabilities	2,500	2,500
Convertible debt	30,000	30,000
Interest payable	60	0
Due to related parties	3,012	2,764
Loans from shareholders	50,100	100
Total current liabilities	6577,~~910~~583	6338,~~862~~080
Stockholders' Equity:
Stockholders' Deficiency:
Preferred stock-10,000,000 authorized $0.0001 par value
Preferred Stock, 10,000,000 authorized, $0.0001 par Common stock-100,000,000 authorized $0.0001 par	0	0
no shares issued & outstanding
26,432,511 issuable or issued & outstanding	2,643	2,643
Common stock-100,000,000 authorized $0.0001 par value
Additional paid-in capital	322,293	322,293
6,101,049 shares issued & outstanding	610	610
Stock subscriptions receivable	(2,933)	(2,933)
Capital in excess of par value	68,390	59,390
Accumulated deficit	(355,533)	(279,623)
Retained earnings (deficit)	(134,910)	(123,862)
Total Stockholders' Deficiency	(33,530)	42,380
Total Stockholders' Equity	(65,910)	(63,862)
Total Liabilities & Stockholders' Deficiency	$44,053	$80,460
Total Liabilities & Stockholders' Equity	$0	$0

See notes to unaudited interim financial statements.


Strike Axe, Inc.
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended May 31,
	2012	2011


Net Sales	$0	$0

Costs & Expenses:
Professional fees	67,744	0
General & administrative	8,166	0

Total Costs & Expenses	75,910	0

Loss from continuing operations before income taxes	(75,910)	0
Income taxes	0	0

Net Loss	($75,910)	$0

Basic and diluted per share amounts:
Continuing operations	$(.00)	$0
Basic and diluted net loss	(.00)	0

Weighted average shares outstanding (basic & diluted)	26,432,511	17,000,000

Strike Axe, Inc.
Unaudited Condensed Statements of Operations
	Three Months Ended Nov 30,		Nine Months Ended Nov 30,
	2011	2010	2011	2010
Revenue	$0	$0	$0	$0
Costs & Expenses:
General & administrative	3,000	5,764	9,248	11,764
Interest	600	4,350	1,800	13,050
Total Costs & Expenses	3,600	10,114	11,048	24,814
Loss from continuing operations before income taxes	(3,600)	(10,114)	(11,048)	(24,814)
Income taxes	0	0	0	0
Net Loss	$(3,600)	$(10,114)	$(11,048)	$(24,814)
Basic and diluted per share amounts:
Continuing operations	$(0.00)	$(0.00)	$(0.00)	$(0.00)
Basic and diluted net loss	$(0.00)	$(0.00)	$(0.00)	$(0.00)
Weighted average shares outstanding (basic & diluted)	6,101,049	6,101,049	6,101,049	6,101,049

See notes to unaudited interim financial statements.

Strike Axe, Inc.
Unaudited Condensed Statements of Cash Flows
	Nine Months Ended Nov 30,
	2011	2010
Cash flows from operating activities:
Net Loss	($11,048)	($24,814)
Adjustments required to reconcile net loss
to cash used in operating activities:
Amortization of debt discount	0	11,250
Services contributed by related parties	9,000	9,000
Increase (decrease) in accrued expenses	1,800	1,800
Cash used by operating activities:	(248)	(2,764)
Cash flows from financing activities:
Advances by related parties	248	2,764
Cash provided by financing activities	248	2,764
Net change in cash	0	0
Cash-beginning of period	0	0
Cash-end of period	$0	$0

See notes to unaudited interim financial statements.


Strike Axe, Inc.
Consolidated Statements of Cash Flows
(Unaudited)


	Three Months Ended May 31,
	2012	2011

Cash flows from operating activities:
Net Loss	($75,910)	$0
Adjustments required to reconcile net loss
to cash used in operating activities:
Depreciation & amortization	2,767	0
Decrease in current liabilities	(10,497)	0

Cash used by operating activities:	(83,640)	0
Cash flows from financing activities:

Proceeds from borrowing	50,000	200

Cash from financing activities:	50,000	200

Change in cash	(33,640)	200
Cash-beginning of period	34,963	0
Cash-end of period	$1,322	$200

See notes to unaudited interim financial statements.

STRIKE AXE, INC.

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS


1.	Basis of Presentation:

The ~~financial~~consolidated ~~statements~~Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our February 2829, ~~2011~~2012 audited financial statements and should be read in conjunction with the Notes to Financial Statements which appear in that report.

The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related tointangible assets, income taxes, insurance obligations and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other resources. Actual results may differ from these estimates under different assumptions or conditions.

InInventories ~~the~~are ~~opinion~~stated ofat ~~management,~~ the ~~information~~lower ~~furnished in these interim financial statements reflects all adjustments necessary for a fair statement~~ of ~~the~~cost ~~financial~~or ~~position~~market ~~and~~value ~~results~~based ofupon ~~operations and cash flows as of and for~~ the ~~three~~First-In ~~and nine~~First-~~month~~Out ~~periods~~(FIFO) ~~ended~~inventory ~~November 30, 2011 and 2010~~method. The ~~All~~Company’s ~~such~~inventory ~~adjustments~~consists ~~are~~ of afinished ~~normal~~goods, ~~recurring~~which ~~nature.~~are ~~The~~nutritional ~~financial~~supplements ~~statements do not include some information~~ and ~~notes~~related ~~that would substantially duplicate the disclosure contained in our February 28, 2011 audited financial statements~~supplies.

2In the opinion of management, the information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of the financial position and results of operations and cash flows as of and for the three-month periods ended May 31, 2012 and 2011. ~~Liquidity/Going~~All ~~Concern~~such adjustments are of a normal recurring nature. The financial statements do not include some information and notes necessary to conform with annual reporting requirements.

The Company has accumulated losses since inception, has no assets, has a net loss of $11,048 for the nine months ended November 30, 2011, and has negative cash flows from operating activities2. ~~These~~ ~~factors~~Earnings/Loss ~~raise~~Per substantial doubt about the Company's ability to continue as a going concern. Management plans include continuing to explore business development opportunities. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Share

3Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. ~~Related~~Diluted ~~Party~~net ~~Transactions~~loss ~~not~~per ~~Disclosed~~common ~~Elsewhere:~~share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issuable upon the conversion of preferred stock or convertible notes. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented.

~~Due~~As ~~Related Parties: Amounts due related parties consist~~ of ~~regulatory~~May ~~compliance~~31, ~~expenses~~2012 ~~paid~~there ~~directly~~were by4,920,000 ~~and~~potentially ~~cash~~dilutive ~~advances~~common ~~received~~equivalent byshares ~~affiliates.~~resulting ~~These~~from ~~amounts~~the ~~totaled~~issuance ~~$3,012~~of atstock ~~November 30, 2011~~options.

Contributed services: The total of these expenses was $9,000 for each of the nine-month periods ended November 30, 2011 and 2010 and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital3. Going Concern

4The Company has accumulated significant operating losses and has a working capital deficiency. ~~Convertible~~These ~~Debt:~~factors raise 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 these uncertainties.

~~The~~Management ~~note~~continues isto ~~convertible~~market ~~at the option of the holder at any time~~ and ~~from~~develop ~~time to time into our common stock at~~ a ~~fixed~~line ~~conversion price~~ of ~~$0.012~~nutritional ~~per~~products ~~share~~ and ~~matured~~is onalso ~~December 7,~~seeking ~~2010.~~additional ~~The~~funding ~~note~~alternatives ~~was~~to inprovide ~~default~~operating oncapital ~~November~~for ~~30,~~its ~~2011 and was subsequently converted~~operations.

54. ~~Subsequent~~New ~~Events:~~Accounting Standards

OnThe ~~December~~Company 5,has ~~2011~~reviewed ~~(the~~all ~~"Effective~~recently ~~Time")~~issued, ~~pursuant~~but tonot anyet ~~Agreement and Plan of Reorganization~~adopted, ~~dated~~accounting asstandards ofin ~~November~~order ~~29,~~to ~~2011,~~determine bytheir ~~and among the Company and Nutritional Concepts Corp~~effects, ~~(the~~if ~~"Reorganization ")~~any, ~~Nutritional~~on ~~Concepts~~its ~~Corp~~consolidated ~~was~~results ~~acquired by the Company and as a result~~ of ~~the Reorganization~~operation, ~~Nutritional~~financial ~~Concepts~~position ~~Corp~~and ~~became~~cash ~~a wholly owned subsidiary of the Company~~flows. ~~Prior~~ toBased ~~the~~on ~~Reorganization,~~that ~~there were 6~~review,~~101,049~~ ~~shares of~~ the ~~common stock, par value $.0001 per share of the~~ Company ~~(the~~believes ~~"Common~~that ~~Stock")~~none ~~outstanding, pursuant to the Reorganization (a) each~~ of ~~the~~these ~~16,978,764~~pronouncements ~~outstanding~~will ~~shares~~have of the common stock of Nutritional Concepts Corp (the “ Nutritional Concepts Common Stock") was exchanged for 1 share of Common Stock, and (b) each of the 5,000,000 outstanding options to purchase common stock of Nutritional Concepts Corp (the “Nutritional Concepts Options”) was exchanged for 1 option to purchase Strike Axe common stock for a ~~total~~significant ofeffect ~~23,079,813~~on ~~shares~~its ofcurrent ~~Common~~or ~~Stock~~future ~~and~~earnings ~~5,000,000~~or ~~options outstanding immediately following the Reorganization~~operations.

~~In December 2011 and January 2012, the Company’s $30,000 convertible promissory note plus outstanding interest (total $37,558) was converted into common stock at the rate of $0~~5.~~012~~ ~~per~~Note ~~share, per the contract. Total shares issued were 3,129,840.~~Payable:

InOn ~~January~~May 9, 2012, the Company ~~issued~~borrowed ~~142~~$50,~~858~~000 ~~restricted~~from ~~common shares to~~ an ~~“accredited~~ investor” for ~~cash~~the atoperating acapital. The ~~purchase~~loan ~~price~~is ofunsecured, ~~thirty-five~~bears ~~cents~~interest ~~($0.35)~~at 2% per ~~share~~annum ~~for~~and ais ~~total~~due ~~purchase~~November ~~price of $50~~12,~~000~~ 2012.

56. Subsequent Events:

In June 2012, the Company borrowed $12,500 from an investor for operating capital. This loan bears interest at 2% and is due December 5, 2012.

Item 2. Management’s Discussion and Analysis or Plan of Operation

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed in this Form 10-Q.

Executive Overview

This report presents the financial statements for the ~~nine~~three-month period ended ~~November~~May 3031, ~~2011~~2012. ~~During~~The ~~that period the~~ Company was formerly a shell company organized as a vehicle to investigate and acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On December 5, 2011, pursuant to an Agreement and Plan of Reorganization, and among, the Company and Nutritional Concepts Corp, Nutritional Concepts Corp was acquired by the Company and as a result of the reorganization, Nutritional Concepts Corp became a wholly owned subsidiary of the Company.

Our Operations

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. On December 5, 2011, pursuant to an Agreement and Plan of Reorganization, and among, the Company and Nutritional Concepts Corp, Nutritional Concepts Corp was acquired by the Company and as a result of the reorganization, Nutritional Concepts Corp became a wholly owned subsidiary of the Company.

Nutritional Concepts Corp 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 offer a broad range of capsules, tablets and powders. Our portfolio of recognized brands has 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. However, as of the filing date of this report we have not generated significant sales and our operations have been limited to developing our business plan.

We are currently poised to market several proprietary products called Proflex and PureLife Cleanse. We are using 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, a world-wide audience that is interested in a healthier lifestyle through wellness and nutrition.

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 over 28 years. The Mega Pro® brand emphasizes high quality and natural ingredients, primarily consisting of tablet, capsule, powder and softgel product forms.

We do not manufacture our products, but rather, have contracted 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.

Overview and Financial Condition

During the ~~nine~~three month period ended ~~November~~May 3031, ~~2011~~2012 our Company did not have significant operations. As of the date of this report, Nutritional Concepts Corp operations have included developing a business plan, marketing strategy, website and promotional and advertising materials as well as developing Proflex products.

Results of Operations

Strike Axe, Inc. had no revenues in the three ~~or nine~~ months ended ~~November~~May 3031, ~~2011~~2012 and ~~2010~~2011. Our operating expenses for the ~~nine~~three months ended ~~November~~May 3031, ~~2011~~2012 were $975,~~248~~910 compared to $~~11,764~~0 ~~in 2010. All of our operating expenses were general and administrative expenses. Included in operating expenses was a $9,000 charge in each year~~ for the ~~recognition~~same ofperiod ~~the services and office space provided without cost by our sole director and officer. The charge is recognized as a contribution to paid-~~in ~~capital~~2011. ~~Interest~~Our ~~expense~~operating inexpenses ~~2011~~were ofprimarily ~~$1,800~~professional ~~consists~~fees ~~of an increase in accrued interest of $1,800~~ and ingeneral ~~2010 consists of amortization of the loan discount of $11,250~~ and anadministrative ~~increase in accrued interest of $1,800~~expenses.

Liquidity and Capital Resources

We had no$1,322 in cash as of ~~November~~May 3031, ~~2011~~2012. Our liabilities totaling $6577,~~910~~583 consisted of ~~accounts payable of $750 and~~ accruals for professional services rendered onto ~~our~~the ~~behalf~~Company ~~through that date~~ of $2527,~~000~~423; accrued interest of $~~7,148~~60: ~~advances~~an advance from ~~officers~~an officer of $~~3,012~~100 and the a $3050,000 ~~carrying value of the~~ note payable. Our shareholders’ deficit totaled $6533,~~910~~530 at ~~November~~May 3031, ~~2011~~2012. Our ~~retained~~accumulated deficit at ~~November~~May 3031, ~~2011~~2012 was $~~134~~355,~~910~~533.

On December 7, 2008 we issued a $30,000 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. We used the loan to reduce amounts owed to related parties

Moving forward, the Company anticipates meeting its liquidity needs through the sale of nutritional products, advances from our officers or through the sale of our common stock. Our need for capital may change dramatically as our operations develop.

Off Balance Sheet Transactions

~~None~~As of May 31, 2012, the Company had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~The~~We ~~Company~~do isnot ~~subject~~hold toany ~~certain~~derivative ~~market~~instruments ~~risks, including changes in interest rates~~ and ~~currency~~do ~~exchange rates. The Company does~~ not ~~undertake~~engage in any ~~specific~~hedging ~~actions to limit those exposures~~activities.

Item 4. Controls And Procedures

(a) Evaluation of Disclosure Controls and Procedures

WePursuant ~~carried~~to ~~out~~Rule an13a- ~~evaluation,~~15(b) under the ~~supervision~~Exchange ~~and~~Act, the Company carried out an evaluation, with the participation of ~~our~~the Company’s management, including ~~our~~the ~~principal~~Company’s ~~executive~~Principal ~~officer~~Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of ~~our~~the Company’s disclosure controls and procedures (as defined inunder ~~Exchange~~Rule ~~Act Rules~~ 13a-15(e) ~~and~~under ~~15d-15(e~~the Exchange Act)). ~~Based~~as ~~upon~~of ~~that~~the ~~evaluation,~~end ~~our~~of ~~Chief~~the ~~Executive~~period ~~Officer~~covered ~~and~~by ~~Chief~~this ~~Financial~~report. ~~Officer~~Based ~~concluded~~upon that evaluation, ~~as of~~ the ~~end~~Company’s ofPEO ~~the~~and ~~period~~PFO ~~covered~~concluded inthat ~~this~~the ~~report,~~Company’s ~~our~~ disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports ~~filed~~that the Company files or submits under the ~~Securities~~ Exchange Act, ~~of 1934~~ is recorded, processed, summarized and reported, within the ~~required~~ time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to ~~our~~the Company’s management, including ~~our~~the ~~principal~~Company’s ~~executive~~PEO ~~officer~~and PFO, as appropriate, to allow timely decisions regarding required disclosure. ~~Moving forward our new management will establish disclosure controls and procedures to ensure timely disclosures in our reports.~~

~~Our~~(b) ~~management~~Changes does not expect that our disclosure controls and procedures or our internal controls will prevent all errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in ~~all~~Internal ~~control~~Control ~~systems,~~over noFinancial evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.Reporting

~~Change~~There Inwere ~~Internal~~no ~~Control~~changes ~~Over~~in ~~Financial~~our ~~Reporting~~internal control over financial reporting, as defined 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 were no changes in our internal control over financial reporting that occurred during the three months ended November 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We 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 no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the 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~~Item 1A.

~~RISK~~ Risk ~~FACTORS~~ Factors.

~~Not~~There ~~Required~~have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended February 29, 2012, filed with the SEC on June 13, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~The~~There ~~Company's~~were ~~authorized~~no ~~capital~~unregistered ~~stock~~sales ~~consists~~ of ~~110,000,000~~the ~~shares,~~Company’s ofequity ~~which~~securities ~~100,000,00~~during ~~are~~the ~~common~~quarter ~~stock~~ended ~~with~~May a31, ~~par value of $0.0001 per share~~2012, ~~and~~that ofwere ~~which~~not ~~10,000,000~~otherwise ~~are~~disclosed ~~preferred~~on ~~stock with~~ a ~~par~~Form ~~value of $0~~8-K.~~0001 per share. We have 26,352,511 common shares issued and outstanding as of the date of this filing, and to date, no preferred shares have been issued.~~

InItem December 2011 and January 2012, the Company converted the promissory note plus outstanding interest (total $37,558) into common stock at the rate of $0.012 per share, per the contract. Total shares issued were 3~~,129,840~~. We ~~relied~~Defaults onUpon anSenior ~~exemption from the registration requirements provided by section 4(2) of the~~ Securities ~~Act of 1933 for a private transaction not involving a public distribution~~.

InThere ~~January~~has ~~2012,~~been ~~the~~no ~~Company~~default ~~issued~~in ~~142,858~~the ~~restricted~~payment ~~common~~of ~~shares~~principal, tointerest, ansinking ~~“accredited~~or ~~investor” for cash at a~~ purchase ~~price~~fund ofinstallment, ~~thirty-five~~or ~~cents~~any ~~($0.35)~~other ~~per~~material ~~share~~default ~~for~~not acured ~~total~~within ~~purchase~~30 ~~price of $50~~days,~~000.30. We~~ ~~relied~~with onrespect anto ~~exemption~~any ~~from~~indebtedness ~~the registration requirements provided by section 4(2)~~ of the ~~Securities Act of 1933 for a private transaction not involving a public distribution~~Company.

~~(A)~~Item 4. Mining Safety Disclosures.

~~Common~~Not ~~Stock~~applicable.

All shares of our common stock have equal voting rights and, when validly issued and outstanding, are entitled to one vote per share in all matters to be voted upon by shareholders. The shares of common stock have no preemptive, subscription, conversion or redemption rights and may be issued only as fully paid and nonassessable shares. Cumulative voting in the election of directors is not permitted, which means that the holders of a majority of the issued and outstanding shares of common stock represented at any meeting at which a quorum is present will be able to elect the entire Board of Directors if they so choose and, in such event, the holders of the remaining shares of common stock will not be able to elect any directors. In the event of liquidation of the Company, each shareholder is entitled to receive a proportionate share of the Company's assets available for distribution to shareholders after the payment of liabilities and after distribution in full of preferential amounts, if any. All shares of the Company's common stock issued and outstanding are fully paid and nonassessable. Holders of the common stock are entitled to share pro rata in dividends and distributions with respect to the common stock, as may be declared by the Board of Directors out of funds legally available therefore.

(B)

Preferred Stock

The Board of Directors of the Company has the authority to designate one or more series of preferred stock with such voting powers, if any, and with such rights, preferences and privileges as the Board of Directors shall determine.

(C)

Dividends

Holders of the common stock are entitled to share equally in dividends when, as and if declared by the Board of Directors of the Company, out of funds legally available therefore. No dividend has been paid on the Company’s common stock since inception, and none is contemplated in the foreseeable future.

(D)

Transfer Agent

American Registrar & Transfer Co.

342 E 900 South

Salt Lake City UT 84110

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed & Reserved).

Item 5. Other Information.

~~None~~There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.

(a)


Exhibit No.		Description
31.1		Certification by the Principal Executive Officer of Registrant 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 Accounting Officer of Registrant 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 Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

~~Exhibits~~* Filed herewith

31SIGNATURES

~~Certifications~~Pursuant ~~pursuant~~ to ~~Section~~the ~~302~~requirements of ~~Sarbanes~~the ~~Oxley~~Securities Exchange Act of ~~2002~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	STRIKE AXE, INC.

Date: July 11, 2012	By:	/s/ Shaun M Sullivan
		Name: Shaun M. Sullivan
		Title: Chief Executive Officer (Principal Executive Officer)

Date: July 11, 2012	By:	/s/ Jon E. Lelegren
		Name: Jon E. Lelegren
		Title: Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Schema

101.CAL

XBRL Taxonomy Calculation Linkbase

101.DEF

XBRL Taxonomy Definition Linkbase

101.LAB

XBRL Taxonomy Label Linkbase

101.PRE

XBRL Taxonomy Presentation Linkbase

SIGNATURES

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

Signature	Title	Date
/s/ Shaun M. Sullivan	CEO	January 18, 2012
Shaun M. Sullivan
/s/ Jon E. Lelegren	CFO	January 18, 2012
Jon E. Lelegren

Filing Compare · Strike Axe, Inc