UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~ September 30, 2016

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

For the transition period from ___________ to ____________

Commission File Number: 000-52890

UPLIFT NUTRITION, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-4669109
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

203-513-9822

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated ~~posted~~filer, onan ~~its~~accelerated ~~corporate Web site~~filer, ifa ~~any~~non-accelerated filer, ~~every~~smaller ~~Interactive~~reporting ~~Data~~company, ~~File~~or ~~required~~an toemerging begrowth ~~submitted~~company. ~~and~~See ~~posted~~the ~~pursuant~~definitions ~~to Rule 405~~ of ~~Regulation~~“large ~~S-T~~accelerated ~~(§232.405~~filer,” of“accelerated ~~this~~filer,” “smaller ~~chapter)~~reporting ~~during~~company,” ~~the preceding~~and 12“emerging ~~months~~growth ~~(or~~company” ~~for~~in ~~such~~Rule ~~shorter~~12b-2 ~~period~~of ~~that~~ the ~~registrant~~Exchange ~~was required to submit and post such files)~~Act.

~~Yes~~ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ No Emerging growth company ☐

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~large~~not ~~accelerated~~to ~~filer,~~use anthe ~~accelerated~~extended ~~file,~~transition aperiod ~~non-accelerated~~for complying ~~filer,~~with any new or revised financial accounting standards provided pursuant to Section 13(a) ~~smaller reporting~~of ~~company~~the Exchange Act. ☐

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark ☐whether ~~Accelerated~~the ~~filer~~registrant ☐is ~~Non-accelerated~~a ~~filer~~shell ☐company ~~Smaller~~(as ~~reporting~~defined ~~company~~in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☒ No ☐

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Yes ☐ No ☐

The number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date:

Class		Outstanding as of ~~March~~May 2418, 2017
Common Capital Voting Stock, $0.001 par value per share		64,392,597 shares

FORWARD LOOKING STATEMENTS

Certain statements contained in this Report filed by Uplift Nutrition, Inc. ("Uplift," "Company," "us," or "we") constitute statements identified by words such as "will," "may," "expect," "believe," "anticipate," "intend," "could," "should," "estimate," "plan," and similar words or expressions, relate to or involve the current views of management with respect to future expectations, objectives and events and are subject to substantial risks, uncertainties and other factors beyond our control, all of which may cause actual results to be materially different from any such forward-looking statements. Such risks and uncertainties include those set forth in this document and others made by us in the future. Any forward- looking statements in this document and any subsequent document must be evaluated in light of these and other important risk factors. We do not intend to update any forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

UPLIFT NUTRITION, INC.

~~CONDENSED~~ BALANCE SHEETS

	June 30,			December 31,
	September 30,			December 31,
	2016			2015
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	~~283~~26,337		$	-
Total Current Assets		283			-
Prepaid expenses and other current assets - Related Party		2,333			-
TOTAL ASSETS	$	283		$	-
Total Current Assets		28,670			-
LIABILITIES AND STOCKHOLDERS' DEFICIT
TOTAL ASSETS	$	28,670		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	5268,~~277~~868		$	13,110
Convertible notes payable - related party, net of discount of $19,741 and $1,284, respectively		7,258			716
Accounts payable and accrued expenses - related party		575			72
Accrued interest payable - related party		741			72
Convertible notes payable, net of discount of $94,723 and $0, respectively		18,913			-
Total Current Liabilities		60,276			13,898
Convertible notes payable - related party, net of discount of $0 and $1,284, respectively		28,409			716
TOTAL LIABILITIES		60,276			13,898
Derivative liabilities		2,393,894			-
STOCKHOLDER'S DEFICIT
Total Current Liabilities		2,510,659			13,898
Common stock, $0.001 par value; 100,000,000 shares authorized, 46,892,597 and 46,892,597 shares issued and outstanding, as of June 30, 2016 and December 31, 2015, respectively		46,893			46,893
TOTAL LIABILITIES		2,510,659			13,898
Additional paid-in capital		2,192,173			2,078,552
STOCKHOLDER’S DEFICIT
Accumulated deficit		(2,299,059	)		(2,139,343	)
Common stock, $0.001 par value; 100,000,000 shares authorized, 64,392,597 and 46,892,597 shares issued and outstanding, as of September 30, 2016 and December 31, 2015, respectively		64,393			46,893
TOTAL STOCKHOLDERS' DEFICIT		(59,993	)		(13,898	)
Additional paid-in capital		2,609,662			2,078,552
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	283		$	-
Accumulated deficit		(5,156,044	)		(2,139,343	)
TOTAL STOCKHOLDERS’ DEFICIT		(2,481,989	)		(13,898	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	28,670		$	-

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

UPLIFT NUTRITION, INC.

~~CONDENSED~~ STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2016			2015			2016			2015
NET REVENUES	$	-		$	-		$	-		$	-
OPERATING EXPENSES
Legal and professional fees		4996,~~140~~989			103,~~322~~890			60157,~~080~~069			1418,~~326~~216
General and administrative		92326,~~425~~918			~~128~~5,967			92419,~~425~~343			~~804~~6,771
Total operating expenses		~~141~~423,~~565~~907			109,~~450~~857			~~152~~576,~~505~~412			1524,~~130~~987
LOSS FROM OPERATIONS		(~~141~~423,~~565~~907	)		(109,~~450~~857	)		(~~152~~576,~~505~~412	)		(1524,~~130~~987	)
OTHER EXPENSE
Interest expense, net		-			(1,467	)		-			(3,583	)
Interest expense		(68,316	)		(234	)		(75,527	)		(3,817	)
Interest expense - related party		(6,664	)		-			(7,211	)		-
Change in fair value of derivative liabilities		(2,309,803	)		-			(2,309,803	)		-
Loss on settlement of debt		-(54,959	)		~~(501,776~~-	)		-(54,959	)		(501,776	)
TOTAL OTHER EXPENSE		(62,~~664~~433,078	)		(~~503,243~~234	)		(72,~~211~~440,289	)		(505,~~359~~593	)
NET LOSS FROM CONTINUING OPERATIONS	$	(~~148~~2,~~229~~856,985	)	$	(~~513~~10,~~693~~091	)	$	(~~159~~3,~~716~~016,701	)	$	(~~520~~530,~~489~~580	)
(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX		-			~~(1,970~~407	)		-			(21,~~318~~911	)
NET LOSS	$	(~~148~~2,~~229~~856,985	)	$	(~~515~~9,~~663~~684	)	$	(~~159~~3,~~716~~016,701	)	$	(~~522~~532,~~807~~491	)
BASIC AND DILUTED LOSS PER SHARE
Continuing operations	$	(0.0005	)	$	(0.0200	)	$	(0.0006	)	$	(0.0302	)
Discontinued operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING BASIC AND DILUTED		46,892,597			21,870,619			46,892,597			17,903,647
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		58,175,206			46,892,597			50,680,918			27,672,817

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

UPLIFT NUTRITION, INC.

~~CONDENSED~~ STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2016			2015
OPERATING ACTIVITIES
Net loss	$	(~~159~~3,~~716~~016,701	)	$	(~~522~~532,~~807~~491	)
Adjustment to reconcile change in net loss to net cash from operating activities:
Net (income) loss from discontinued operations		-			21,~~318~~911
Loss on settlement of debt		-			501,776
Loss on extinguishment of debt		54,959			501,776
Fair value of warrants		88390,~~521~~147			-
Amortization of debt discount		6,542			-
Stock issued for services		36,000			-
Interest expense recognized in connection with derivative liabilities		45,174
Amortization of debt discount		27,046			213
Change in fair value of derivative liabilities		2,309,803			-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		39,166			993
Prepaid expenses and other assets		(2,333	)		-
Accrued interest – related party		670			1,584
Accounts payable and accrued expenses		55,758			10,464
NET CASH USED IN CONTINUING OPERATING ACTIVITIES		(24,817	)		(16,136	)
Accrued interest – related party		1,384			1,584
NET CASH USED IN DISCONTINUED OPERATING ACTIVITIES		-			(1,663	)
NET CASH USED IN CONTINUING OPERATING ACTIVITIES		(98,763	)		(16,543	)
NET CASH USED IN OPERATING ACTIVITIES		(24,817	)		(17,799	)
NET CASH (USED IN) PROVIDED BY DISCONTINUED OPERATING ACTIVITIES		-			(1,256	)
NET CASH USED IN OPERATING ACTIVITIES		(98,763	)		(17,799	)
FINANCING ACTIVITIES
Proceeds from capital contribution – related party		100			-
Proceeds from capital contribution - related party		100			-
Proceeds from related party payable		-			7,300
Proceeds from convertible notes payable		100,000			-
Proceeds from convertible note payable - related party		25,000			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		25125,100			7,300
Net change in cash and cash equivalents		283			(10,499	)
Net increase in cash and cash equivalents		26,337			(10,499	)
Cash at beginning of period		-			10,499
Cash at end of period	$	~~283~~26,337		$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
NON-CASH FINANCING ACTIVITIES:
Stock issued for conversion of debt	$	-		$	122,624
Derivative liability recognized in connection with stock issued in refinancing of debt (See Note 5)	$	80,840		$	-
Discount on convertible note payable - related party	$	25,000		$	-
Stock issued for conversion of debt	$	2,000		$	122,624
Common stock issued in relation to debt offering	$	77,276		$	-
Issuance of convertible note payable	$	-		$	2,000
Discount related to derivative liability	$	67,898		$	-
Beneficial conversion discount on convertible note payable - related party	$	25,000		$	2,000
Discount in related to debt offering	$	45,738		$	-

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

Uplift Nutrition Inc.

Notes to the Condensed Financial Statements

~~June~~September 30, 2016

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS

Uplift Nutrition, Inc. (“the Company”), a Nevada corporation, was originally engaged in the business of manufacturing and distributing a nutritional supplement drink mix. The Company’s operations are based in Salt Lake City, Utah. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

On June 12, 2015, MCB Network Corp. purchased the control block of voting common shares of the Company. MCB Networks Corp. was a Spanish-language media entity that had Spanish content and distribution channels in several cities in the United States. Due to capital constraints, the business plan of MCB Network Corp. was not realized and plans to continue operations were discontinued, with several shareholders obtaining ownership of its control block of voting common shares with the intention of identifying and acquiring an alternative business for the Company. The Company is continuing today to raise new capital and new management is continuing to seek to acquire a new business, either through acquisition or merger.

On February 4, 2016, Ms. Sharon Will resigned as the Company’s Director, President, Secretary, and Treasurer and Mr. Fred Richman resigned as the Company’s Director. Sean Martin was appointed as the Chief Executive Officer and sole Director of the Company as of February 4, 2016.

On June 13, 2016, the Board of Directors appointed David M. Baum as Director, Chief Financial Officer and Chief Operating Officer of the Company.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at ~~June~~September 30, 2016, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2015 audited financial statements. The results of operations for the periods ended ~~June~~September 30, 2016 are not necessarily indicative of the operating results for the full years.

Use of Estimates

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

~~Loss Per Share~~4

~~The Company~~Uplift ~~calculates~~Nutrition ~~loss per share in accordance with FASB ASC 260~~Inc. Basic earnings/loss per common share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on weighted average number of common shares outstanding during the period plus potentially dilutive common shares from common stock equivalents. The Company has 15,869,231 and 0 common stock equivalents as of June 30, 2016 and 2015, respectively, that were not included in the calculation of diluted loss per share as this effect would have been anti-dilutive.

4Notes to the Condensed Financial Statements

~~Uplift~~September ~~Nutrition~~30, ~~Inc.~~2016

~~Notes to the Condensed Financial Statements~~(Unaudited)

~~June~~Fair ~~30,~~Value ~~2016~~of Financial Instruments and Fair Value Measurements

The Company has adopted ASC 820, “Fair Value Measurement,” accounting guidance for fair value measurements of financial assets and liabilities. The adoption did not have a material impact on the Company’s results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (~~Unaudited~~comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

~~NOTE~~Level 1: Observable 2inputs –such ~~SIGNIFICANT~~as ~~ACCOUNTING~~quoted ~~POLICIES~~prices (~~Continued~~unadjusted) in active markets for identical assets or liabilities.

~~Stock Based~~Level 2: Inputs ~~Compensation~~other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

~~The Company~~Level ~~records~~3: ~~stock~~Unobservable inputs ~~based~~in ~~compensation~~which inlittle ~~accordance~~or ~~with~~no ~~ASC~~market ~~Topic~~data ~~718~~exists, ~~“Stock~~therefore ~~Compensation”~~developed ~~(“ASC 718”)~~using estimates and ~~Staff~~assumptions ~~Accounting~~developed ~~Bulletin No. 107 (“SAB 107”) Share Based Payment issued~~ by ~~the~~us, ~~SEC~~which ~~in March~~reflect ~~2005~~those ~~regarding~~that ~~its~~a ~~interpretation~~market ofparticipant ~~ASC~~would ~~718~~use. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period. The Company values employee and non-employee stock based compensation at fair value using the Black-Scholes Option Pricing Model.

~~Recent~~The estimated fair value of certain financial ~~Accounting~~instruments, ~~Pronouncements~~including accounts receivable and accounts payable are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments. The cost basis of notes and convertible debentures approximates fair value due to the market interest rates carried for these instruments.

~~In August~~Also ~~2014,~~see ~~the~~Note ~~Financial~~8 ~~Accounting Standards Board issued Accounting Standards Update 2014~~-~~15,~~ ~~Presentation~~Derivative of Financial ~~Statements- Going Concern~~Instruments. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this Update are effective for the annual period ended after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on the financial statements.

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

~~NOTE~~The Company calculates loss per share in 3accordance –with ~~GOING~~FASB ~~CONCERN~~ASC 260. Basic earnings/loss per common share is based on the weighted average number of common shares outstanding during each period. Diluted earnings per common share are based on weighted average number of common shares outstanding during the period plus potentially dilutive common shares from common stock equivalents. The Company has 115,057,450 and 0 common stock equivalents as of September 30, 2016 and 2015, respectively, that were not included in the calculation of diluted loss per share as this effect would have been anti-dilutive.

~~The~~Stock Based accompanying financial statements have been prepared in conformity with accounting principles, generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has sustained losses of $2,299,059 from June 7, 2005 (inception) through June 30, 2016, including a loss of $159,716 for the six months ended June 30, 2016. Furthermore, the Company has recognized only minimal revenue since its inception, which raises substantial doubt about the Company’s ability to continue as a going concern.Compensation

~~In view~~The ofCompany ~~the~~records stock ~~matters~~based ~~described~~compensation in ~~the~~accordance ~~preceding~~with ~~paragraph,~~ASC ~~recoverability~~Topic of718, a“Stock ~~major~~Compensation” ~~portion~~(“ASC of718”) ~~the recorded asset amounts shown~~and inStaff ~~the~~Accounting ~~accompanying~~Bulletin ~~consolidated~~No. ~~balance~~107 ~~sheet~~(“SAB is107”) ~~dependent~~Share ~~upon~~Based ~~continued~~Payment ~~operations~~issued ofby the ~~Company,~~SEC ~~which~~ in ~~turn~~March is2005 ~~dependent~~regarding ~~upon~~its ~~the~~interpretation ~~Company's~~of ~~ability~~ASC to718. ASC ~~meet~~718 ~~its~~requires ~~current~~the ~~obligations~~fair onvalue aof ~~continuing~~all ~~basis,~~stock-based toemployee ~~obtain~~compensation ~~financing,~~awarded to ~~acquire additional capital~~employees ~~from investors, and~~ to ~~succeed~~be ~~in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of~~ recorded ~~asset~~as ~~amounts~~an orexpense ~~amounts~~over ~~and classification of liabilities that might be necessary should~~ the ~~Company~~related berequisite ~~unable~~service ~~to continue in existence~~period. The Company ~~needs~~values toemployee ~~obtain~~and ~~capital, either long~~non-~~term~~employee ~~debt~~stock ~~or equity~~based tocompensation ~~continue~~at ~~the~~fair ~~implementation~~value ofusing ~~its overall business plan. The Company plans on pursuing~~ the ~~additional~~Black-Scholes ~~capital~~Option ~~necessary~~Pricing ~~to continue its overall business plan~~Model.

~~NOTE 4~~Recent –Accounting ~~DISCONTINUED OPERATIONS~~Pronouncements

~~On June~~In ~~12,~~August ~~2015~~2014, ~~MCB~~the ~~Network~~Financial ~~Corp.~~Accounting Standards ~~purchased~~Board ~~the~~issued ~~control~~Accounting ~~block~~Standards Update 2014-15, Presentation of ~~voting~~Financial ~~common~~Statements- ~~shares~~Going ofConcern. ~~the~~The ~~Company~~Update provides U.S. AtGAAP ~~that~~guidance ~~time~~on ~~the~~management’s ~~Company~~responsibility in evaluating whether there is substantial doubt about a company’s ~~ceased~~ability ~~all~~to ofcontinue ~~its~~as ~~business~~a going concern and about related footnote disclosures. For each reporting period, management will be required to ~~nutritional~~evaluate ~~supplement~~whether ~~sales~~there ~~and~~are ~~web~~conditions ~~developing~~or ~~and transitioned~~ events that raise substantial doubt about a company’s ability to ~~the~~ ~~media~~continue as ~~sector~~a ~~company~~going concern within one year from the date the financial statements are issued. ~~Accordingly,~~ ~~all~~The ~~activity~~amendments ~~related~~in tothis Update are effective for the ~~impairment~~annual ofperiod ended after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the ~~assets~~effects ~~has~~of ~~been~~ASU ~~classified~~2014-15 ason ~~discontinued~~the ~~operations~~financial statements.

The ~~income~~ ~~(loss)~~Company ~~from~~does ~~discontinued~~not ~~operations~~expect ~~presented in~~ the ~~income~~adoption of ~~statement~~any ~~for~~other ~~the~~recent ~~three~~accounting ~~and~~pronouncements ~~six~~to ~~months~~have ~~ended~~a ~~June~~material ~~30,~~impact ~~2016 and~~on ~~2015,~~its ~~consisted~~financial ~~of the following:~~statements.

	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2016		2015			2016		2015
Revenue	$	-	$	-		$	-	$	-
Operating expenses
Cost of sales		-		-			-		248
General and administrative		-		1,970			-		2,070
Total operating expenses		-		1,970			-		2,318
Net Income (Loss) from discontinued operations	$	-	$	(1,970	)	$	-	$	(2,318	)

5Uplift Nutrition Inc.

~~Uplift~~Notes ~~Nutrition~~to ~~Inc.~~the Condensed Financial Statements

~~Notes~~September to30, ~~the Condensed Financial Statements~~2016

~~June 30, 2016~~(Unaudited)

~~(Unaudited)~~NOTE 3 – GOING CONCERN

~~NOTE~~The accompanying financial statements have been prepared in conformity with accounting principles, generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has sustained losses of $5,156,044 –from ~~CONVERTIBLE~~June ~~NOTES~~7, ~~PAYABLE~~2005 (inception) through September 30, 2016, including a loss of $3,016,701 for the nine months ended September 30, 2016. Furthermore, the Company has recognized only minimal revenue since its inception, which raises substantial doubt about the Company’s ability to continue as a going concern.

OnIn view of the matters described in the ~~August~~preceding 22paragraph, ~~2015,~~recoverability of a major portion of the ~~Company~~recorded ~~issued~~asset aamounts ~~convertible~~shown ~~note~~in ~~payable~~the toaccompanying ~~Sean~~consolidated ~~Martin~~balance sheet ~~for~~is $2dependent upon continued operations of the Company,~~000.~~ ~~The~~which ~~note~~in ~~bears~~turn ~~10%~~is ~~interest~~dependent ~~per~~upon ~~annum~~the Company's ability to meet its ~~and~~current ~~has~~obligations on a ~~maturity~~continuing ~~date~~basis, ofto ~~August~~obtain 22financing, ~~2016~~to acquire additional capital from investors, and to succeed in its future operations. The ~~note~~financial isstatements ~~convertible~~do atnot include any ~~time~~adjustments ~~into~~relating ~~shares~~to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company’s ~~common~~be ~~stock~~unable to atcontinue ain ~~rate~~existence. The Company needs to obtain capital, either long-term debt or equity to continue the implementation of $0its overall business plan.02 ~~per~~The ~~share~~Company plans on pursuing the additional capital necessary to continue its overall business plan.

~~The fair~~NOTE ~~value~~4 of– ~~the~~DISCONTINUED common stock on the date the note was issued was $0.04, creating an intrinsic value of $0.02, which created a beneficial conversion feature (“BCF”) of $2,000. The BCF was recorded as a debt discount. The debt discount is being amortized over the term of the debt. Amortization of the debt discount for the six months ended June 30, 2016 was $995. The balance of debt discount as of June 30, 2016 is $290.OPERATIONS

On ~~April~~ 10June 12, ~~2016~~2015, ~~the~~MCB ~~Company~~Network ~~issued~~Corp. apurchased the ~~convertible~~control ~~note~~block ~~payable~~of tovoting ~~David~~common ~~Baum~~shares ~~for~~of ~~$25,000~~the Company. ~~The~~At ~~note~~that ~~bears~~time ~~10%~~the ~~interest~~Company ~~per~~ceased ~~annum and~~all ~~has~~of aits ~~maturity~~business ~~date~~related ofto ~~April~~nutritional supplement ~~10,~~sales ~~2017.~~and ~~The~~web ~~note~~developing isand transitioned to the ~~convertible~~media atsector ~~any~~company. Accordingly, ~~time~~all ~~into~~activity related ~~shares~~to the impairment of the ~~Company’s~~assets ~~common~~has ~~stock at~~been aclassified ~~rate~~as ofdiscontinued $0operations.~~02 per share.~~

The ~~fair~~ ~~value~~income ~~of the common stock on the date the note was issued was $0.04, creating an intrinsic value of $0.02, which created a beneficial conversion feature~~ (~~“BCF”~~loss) offrom ~~$25,000.~~discontinued ~~The BCF was recorded as a debt discount. The debt discount is~~operations ~~being~~presented ~~amortized~~in ~~over~~ the ~~term~~income ofstatement ~~the~~for ~~debt. Amortization of~~ the ~~debt~~three ~~discount~~and ~~for~~nine ~~the six~~ months ended ~~June~~September 3130, 2016 ~~was~~and $52015,~~548. The~~ ~~balance~~consisted of ~~debt~~the ~~discount as of June 30, 2016 is $19,452.~~following:

NOTE 6 – STOCKHOLDERS’ EQUITY

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2016		2015			2016		2015

Revenue	$	-	$	-		$	-	$	-
Operating expenses
Cost of sales		-		-			-		248
General and administrative		-		(407	)		-		1,663
Total operating expenses		-		(407	)		-		1,911
Net Income (Loss) from discontinued operations	$	-	$	407		$	-	$	(1,911	)

~~Common~~NOTE 5 – CONVERTIBLE NOTES PAYABLE – RELATED ~~Stock~~PARTY

~~On June~~Sean 8, 2015 the Company issued an aggregate of 33,000,000 shares of common stock to various investors in conversion of $122,624 in outstanding debts. The shares were valued at approximately $0.04 per share, being the listed market price of the stock on the date of issuance. Pursuant to this transaction the debts were satisfied in full, and the Company recognized a loss on settlement of debt in the amount of $501,776.Martin

AsOn August 22, 2015, the Company issued a ~~result~~convertible ofnote ~~the~~payable ~~issuance~~to ofSean ~~the~~Martin 33for $2,000~~,000~~. ~~shares~~The ofnote ~~common~~bears ~~stock~~10% interest per annum and ~~the~~has ~~execution~~a bymaturity ~~all~~date of ~~the~~August ~~Purchasers~~22, 2016. ofThe annote ~~Irrevocable Proxy~~is ~~dated~~convertible ~~2015~~at inany ~~favor~~time into shares of ~~Ms.~~the ~~Sharon~~Company’s ~~Will,~~common ~~and~~stock ~~the~~at ~~private~~a ~~sale~~rate of ~~9,476,150~~$0.02 ~~shares~~per share. The fair value of the common stock ~~from~~on the ~~Purchasers~~date ~~to MCB~~the ~~Network,~~note ~~Corp~~was issued was $0.04, ~~and~~creating Msan intrinsic value of $0.02, ~~Will~~which created a beneficial conversion feature (“BCF”) of $2,000. ~~voting~~The ~~control~~BCF was recorded as a debt discount. The debt discount is being amortized over the term of the ~~Company~~debt. ~~shifted~~As ~~from~~of ~~the~~September ~~original~~30, ~~note~~2016, ~~holders~~the todebt ~~MCB~~discount ~~and~~was ~~Ms.~~fully ~~Will~~amortized.

Pursuant to a Proxy Cancellation Notice dated as of March 11, 2016, the Irrevocable Proxy and Lock-Up Agreements dated as of July 2015 were cancelled. Accordingly, the proxies granted under the Proxy Agreements by certain shareholders of the Company to Sharon Will, the Company’s then President and Director, and the control person of MCB, which entitled Ms. Will the right to vote an aggregate of 42,476,150 shares of the Company’s common stock, were cancelled, effective as of the date of the Cancellation Notices. The shareholders who executed the Proxy Agreements and granted the proxies thereunder are now deemed the beneficial owners of the 42,476,150 shares of the Company’s common stock.6

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

6Notes to the Condensed Financial Statements

~~Uplift~~September ~~Nutrition~~30, ~~Inc.~~2016

~~Notes to the Condensed Financial Statements~~(Unaudited)

~~June~~On 30August 16, 2016, the Board of Directors amended the conversion rate for the Sean Martin Note to $0.001 per share and approved the conversion of the Note in full.

~~(Unaudited)~~On August 22, 2016, pursuant to a conversion notice, the Company issued 2,000,000 shares of common stock for the full conversion of this convertible note.

~~Warrants~~David Baum

On ~~June~~ 3April 10, 2016, ~~pursuant to an agreement with David Baum,~~ the Company’s ~~CFO~~issued ~~and~~a convertible ~~COO,~~note ~~the~~payable ~~Company~~to ~~issued~~David ~~warrants~~Baum tofor ~~purchase 5~~$25,000~~,000 shares of common stock~~. The ~~stock~~note isbears ~~exercisable~~10% ~~for~~interest aper ~~period~~annum ofand 3has ~~years at~~ a ~~price~~maturity ~~of $0.001 per share commencing six months after the~~ date of ~~the~~April ~~issue date~~10, 2017. The ~~Company~~note ~~recognized~~is ~~$29,505~~convertible inat ~~stock~~any ~~based~~time ~~compensation~~into ~~during~~shares ~~the~~of ~~period for~~ the ~~fair~~ ~~value~~Company’s ofcommon ~~these~~stock ~~warrants~~at ~~based on~~ a ~~Black-Scholes~~rate ~~option-pricing~~of ~~model~~$0.02 ~~The~~per ~~Company will recognize an additional $170,471 in stock-based compensation in connection with these warrants~~share.

~~On June~~The 3,fair ~~2016,~~value ~~pursuant~~of tothe ancommon ~~agreement~~stock ~~with~~on ~~Sean~~the date ~~Martin~~the note was issued was $0.04, ~~the~~creating ~~Company’s~~an ~~CEO~~intrinsic value of $0.02, ~~the~~which ~~Company~~created ~~issued~~a ~~warrants~~beneficial toconversion ~~purchase~~feature ~~10,000,000~~(“BCF”) ~~shares~~ of ~~common stock~~$25,000. The ~~stock~~BCF iswas ~~exercisable~~recorded ~~for~~as a ~~period~~debt ofdiscount. 5The ~~years~~debt atdiscount ais ~~price~~being ofamortized ~~$0.001~~over ~~per~~the ~~share~~term ~~commencing~~of ~~six~~the ~~months after~~debt. ~~the~~On ~~date~~July of19, 2016, the ~~issue~~note ~~date.~~was ~~The~~cancelled ~~Company~~and ~~recognized~~David ~~$59,016~~was inissued ~~stock~~a ~~based~~new ~~compensation~~convertible ~~during~~note ~~the~~as ~~period~~part ~~for~~of the ~~fair~~July ~~value of~~1 ~~these~~Offering ~~warrants~~(See ~~based~~Note on6). aIn ~~Black-Scholes~~accordance with ~~option~~ASC 470-~~pricing~~50, ~~model.~~the ~~The~~ Company ~~will~~recorded ~~recognize~~a anloss ~~additional~~on extinguishment of debt of $~~340~~55,~~984~~155 inrelated ~~stock-based compensation~~to inthe ~~connection~~April ~~with~~10, ~~these~~2016 ~~warrants~~convertible note payable.

~~A summary~~On ofJuly 19, 2016, the Company’s ~~warrant~~issued ~~activity~~a 12% ~~during~~OID convertible note payable, in connection with the ~~year~~July ~~ended~~1 ~~December~~Offering, 31to a David Baum in the amount of $28,409. ~~2016~~The note matures on July 18, 2017 and is ~~presented~~convertible at a conversion price of $0.001, subject to the favored nations clause mentioned below: (See Note 6). An aggregate total of $16,193 of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 8). As of September 30, 2016, the Company recorded accrued interest of $61 and the entire balance of $28,409 is outstanding.

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

NOTE 6 – CONVERTIBLE NOTES PAYABLE

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

July 1 Offering

7On July 1, 2016, the Company commenced an offering (the “July 1 Offering”) to sell up to a total of $125,000 of its securities in exchange for issuing to the investor a 12% original issue discount (“OID”) convertible notes with a 10% annual interest rate and shares of restricted common stock. The minimum amount for each subscription was $12,500.

~~Uplift~~The ~~Nutrition~~notes ~~Inc~~will mature and are due and payable one year from the date of issuance and bear an interest rate of 10% per annum, payable quarterly. They are convertible at the election of the holder into shares of the Company’s restricted common stock at a price of $0.02 per share, which due to the favored nation clause described below, was subsequently reduced upon the conversion of Sean Martin’s note on August 22, 2016 to $0.001 per share.

The Notes are subject to certain “favored nations” adjustment provisions including: 1) a reduction in conversion price to be equal to the ~~Condensed~~price ~~Financial~~per ~~Statements~~share of any newly issued securities during the period these Notes are outstanding; 2) the right to exchange the Note(s) for any new debt or equity financing while these Notes are outstanding at a 30% discount; 3) proportional adjustment of the conversion features of Notes for any stock dividend, reverse stock splits, reclassifications, or similar event; 4) adjustments for other dividends and distributions during period these Notes are outstanding; 5) adjustment for any reorganization, consolidation and/or merger. These provisions will require derivative accounting treatment for these notes.

~~June~~An 30aggregate amount of $125,000 ~~2016~~of the Company’s securities have been sold to six accredited investors resulting in the issuance of $142,046 in convertible debt and 15,000,000 restricted shares of common stock (See Note 7). Of this total, $25,000 of the debt (See Note 5) and 3,000,000 of the shares were issued to a current officer of the Company. The following describes the individual notes that were issued as part of the July 1 Offering:

~~(Unaudited)~~On July 18, 2016, the Company issued a 12% OID convertible note payable to an investor, in connection with the July 1 Offering, to a third party in the amount of $14,205. The note is convertible at a conversion price of $0.001, subject to the favored nations clause mentioned above. As of September 30, 2016, the Company recorded accrued interest of $288 and the entire balance of $14,205 is outstanding.

~~NOTE~~ 7 ~~– SUBSEQUENT EVENTS~~

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

~~Issuance of Convertible~~ Notes ~~and~~to ~~Restricted~~the ~~Common~~Condensed ~~Shares~~Financial Statements

OnSeptember ~~July 1~~30, 2016, the Company commenced an offering to sell up to a total of $125,000 of its securities in exchange for issuing to the investor a 12% original issue discount convertible notes with a 10% annual interest rate and shares of restricted common stock at a price of $0.0083 per share. The minimum amount for each subscription is $12,500.

The notes will mature and are due and payable one year from the date of issuance and bear an interest rate of 10% per annum, payable quarterly. They are convertible at the election of the holder into shares of the Company’s restricted common stock at a price of $0.02 per share. The conversion price was subsequently reduced to $0.001.(Unaudited)

~~The~~On ~~Notes~~July ~~are~~18, ~~subject~~2016, tothe ~~certain~~Company ~~“favored~~issued ~~nations” adjustment provisions including: 1)~~ a ~~reduction~~12% inOID ~~conversion~~convertible ~~price to~~note bepayable ~~equal~~ to ~~the~~a ~~price~~second ~~per~~investor, ~~share~~in ofconnection ~~any~~with ~~newly issued securities during~~ the ~~period~~July ~~these~~1 ~~Notes are outstanding; 2) the right~~Offering, to ~~exchange~~a ~~the~~third ~~Note(s)~~party ~~for~~in ~~any~~the ~~new~~amount ~~debt~~of or$14,205. ~~equity~~The ~~financing~~note ~~while~~is ~~these~~convertible ~~Notes are outstanding~~ at a ~~30%~~conversion ~~discount;~~price ~~3) proportional adjustment~~ of ~~the~~$0.001, ~~conversion~~subject ~~features~~to ofthe ~~Notes~~favored ~~for~~nations clause ~~any~~mentioned ~~stock~~above. ~~dividend,~~As ~~reverse~~of ~~stock~~September ~~splits~~30, ~~reclassifications~~2016, orthe ~~similar~~Company ~~event; 4)~~recorded ~~adjustments~~accrued ~~for~~interest ~~other~~of ~~dividends~~$288 and ~~distributions~~the ~~during~~entire ~~period~~balance ~~these~~of ~~Notes are outstanding; 5) adjustment for any reorganization~~$14,205 ~~consolidation~~is ~~and/or merger~~outstanding. ~~These provisions will require derivative accounting treatment for these notes.~~

AsOn ofJuly 18, 2016, the ~~date~~Company ofissued ~~the~~a ~~filing,~~12% anOID ~~aggregate~~convertible ~~amount~~note ofpayable ~~$125,000~~to ofa ~~the~~third ~~Company’s~~investor, ~~securities~~in ~~have~~connection ~~been~~with ~~sold~~the toJuly ~~six~~1 ~~accredited~~Offering, ~~investors~~to ~~resulting~~a third party in the ~~issuance~~amount of $~~140~~28,~~818~~409. inThe ~~convertible~~note ~~debt~~is ~~and~~convertible ~~15,000,000~~at ~~restricted~~a ~~shares~~conversion price of ~~common stock~~$0.001, Ofsubject to the ~~$140,818~~favored nations inclause ~~convertible~~mentioned ~~debt~~above. ~~issued~~As of September 30, ~~$25~~2016,~~000~~ ~~was~~the ~~issued~~Company torecorded aaccrued ~~current~~interest ~~officer~~ of ~~the~~$576 ~~Company.~~and Of the ~~15,000,000~~entire ~~shares~~balance of ~~common stock offered~~$28,409 ~~3,000,000~~is ~~were issued to a current officer of the Company~~outstanding.

~~Issuance~~On July 18, 2016, the Company issued a 12% OID convertible note payable to a fourth investor, in connection with the July 1 Offering, to a third party in the amount of ~~Common~~$28,409. ~~Stock~~The ~~for~~note ~~Services~~is convertible at a conversion price of $0.001, subject to the favored nations clause mentioned above. As of September 30, 2016, the Company recorded accrued interest of $576 and the entire balance of $28,409 is outstanding.

OnAn ~~September~~aggregate 6,total ~~2016,~~of ~~the Company entered into a consulting agreement with Ms. Sharon Will~~$48,580 ~~the~~of ~~Company’s former Director, to assist~~ the ~~Company~~notes ~~transition~~issued toon ~~its~~July ~~new operations. The Company agreed to issue Ms. Will 500~~18,~~000~~ ~~shares~~2016 ofwas ~~common~~bifurcated ~~stock~~with ~~and valued those shares based on~~ the ~~market~~embedded ~~price~~conversion onoption ~~the~~recorded ~~agreement~~as a ~~date~~derivative ofliability ~~$0.072,~~at ~~recognizing~~fair ~~$36,000~~value of(See ~~consulting~~Note ~~expense~~8).

~~Issuance~~On ~~and~~September ~~Conversion~~9, 2016, the Company issued a 12% OID convertible note payable to a fifth investor, in connection with the July 1 Offering, to a third party in the amount of ~~Convertible~~$28,409. The note is convertible at a conversion price of $0.02, subject to the favored nations clause mentioned above. An aggregate total of $19,318 of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note ~~Payable~~8). As of September 30, 2016, the Company recorded accrued interest of $163 and the entire balance of $28,409 is outstanding.

OnThe ~~July~~Company ~~21,~~recorded ~~2016~~$113,636 of debt discounts related to the ~~Company~~above ~~cancelled~~note issuances during the ~~April~~three 20months ended September 30, 2016. The ~~convertible~~debt ~~note~~discounts ~~issued~~are tobeing ~~David~~amortized ~~Baum’s~~over ~~and~~the ~~issued~~term aof ~~new~~the ~~revised Note~~debt. ~~with~~Amortization of all debt discounts for the ~~July~~nine 1months ended September 30, 2016 ~~offering~~was $18,913.

OnNOTE ~~August~~7 ~~16,~~– ~~2016,~~STOCKHOLDERS’ ~~the Board of Directors amended the conversion rate for the Sean Martin Note to $0.001 per share and approved the conversion of the Note in full.~~EQUITY

OnCommon ~~August 22, 2016, pursuant to a conversion notice, the Company issued 2,000,000 shares of common stock for the full conversion of this convertible note.~~Stock

On June 8, 2015 the Company issued an aggregate of 33,000,000 shares of common stock to various investors in conversion of $122,624 in outstanding debts. The shares were valued at approximately $0.04 per share, being the listed market price of the stock on the date of issuance. Pursuant to this transaction the debts were satisfied in full, and the Company recognized a loss on settlement of debt in the amount of $501,776.

~~Item~~As 2a result of the issuance of the 33,000,000 shares of common stock and the execution by all of the Purchasers, of an Irrevocable Proxy dated 2015 in favor of Ms. ~~Management’s~~Sharon ~~Discussion~~Will, and ~~Analysis~~the private sale of ~~Financial~~9,476,150 ~~Condition~~shares of common stock from the Purchasers to MCB Network, Corp. and ~~Results~~Ms. Will, voting control of ~~Operation~~the Company shifted from the original note holders to MCB and Ms. Will.

~~MCB~~Pursuant ~~Network~~to ~~Corp.~~a ~~purchased~~Proxy ~~the~~Cancellation ~~control~~Notice ~~block~~dated ofas ~~voting common shares~~ of ~~Uplift~~March ~~Nutrition~~11, ~~Inc. ("Uplift"~~2016, or the ~~"Company") on~~Irrevocable ~~June~~Proxy ~~12,~~and ~~2015. At~~Lock-Up ~~that~~Agreements ~~time~~dated ~~Uplift,~~as aof ~~nutritional~~July ~~supplement~~2015 were ~~sales~~cancelled. ~~company and web developer~~Accordingly, ~~operating~~the ~~several~~proxies ~~web~~granted ~~sites for~~under ~~distribution~~the ofProxy ~~its~~Agreements ~~products,~~by ~~ceased~~certain ~~all~~shareholders of ~~its~~the ~~business~~Company ~~and transitioned~~ to ~~the~~ ~~media~~Sharon ~~sector company.~~ Will, ~~MCB~~the ~~Networks~~Company’s ~~Corp.~~then ~~was~~President aand ~~Spanish-language~~Director, ~~media~~and ~~entity~~the ~~that~~control ~~had~~person ~~Spanish~~of ~~content~~MCB, ~~and~~which ~~distribution~~entitled ~~channels~~Ms. ~~in several~~Will ~~cities in~~ the ~~United~~right ~~States. Due~~ to ~~capital~~vote ~~constraints,~~an ~~the~~aggregate of ~~business~~42,476,150 ~~plan~~shares of ~~MCB~~the ~~Network~~Company’s ~~Corp.~~common ~~was~~stock, ~~not realized and plans to continue operations~~ were ~~discontinued~~cancelled, ~~with~~effective ~~several shareholders~~as ~~obtaining ownership~~ of ~~its~~the ~~control~~date ~~block~~ of ~~voting common shares with~~ the ~~intention~~Cancellation ~~of identifying and acquiring an alternative business for Uplift and its shareholders~~Notices. ~~Uplift~~The isshareholders ~~continuing~~who ~~today~~executed tothe ~~raise new~~Proxy ~~capital~~Agreements and ~~new~~granted ~~management~~the isproxies ~~continuing~~thereunder toare ~~seek~~now todeemed ~~acquire~~the abeneficial ~~new~~owners ~~business, either~~of ~~through~~the ~~acquisition or merger. Accordingly~~42, ~~with~~476,150 ashares ~~keen objective~~ of ~~growing and merging with a successful business in~~ the ~~very~~ ~~near~~Company’s ~~future,~~common ~~Uplift continues to engage in discussions with potential acquisition candidates~~stock.

~~Results of Operations~~8

~~Three~~Uplift ~~Months~~Nutrition ~~Ended June 30, 2016 and 2015~~Inc.

~~Loss~~Notes ~~from~~to ~~Operations~~the -Condensed ~~Continuing~~Financial ~~Operations~~Statements

~~We did not recognize revenues for the~~September ~~three-month period ended June~~ 30, 2016 and 2015. During the three months ended June 30, 2016, we recorded total operating expenses of $141,565 consisting of $49,410 of professional fees and $92,425 of general and administrative expenses. Approximately $88,500 of general and administrative expenses relate to stock-based compensation recognized on warrants granted during the period. In the comparable quarter of 2015, we recorded operating expenses totaling $10,450 consisting of $10,322 in professional fees and $128 in general and administrative expenses.

~~Other Expenses - Continuing Operations~~(Unaudited)

~~During~~As ~~the~~a ~~three~~result ~~month~~of ~~period~~the ~~ended~~sale ~~June~~of 309,476,150 ~~2016~~shares weof ~~recorded~~restricted ~~related~~common ~~party~~stock ~~interest~~of ~~expense~~the ~~totaling~~Company ~~$6,664.~~to ~~During~~ the ~~three~~Purchasers ~~months~~by MCB; and the cancellation ~~ended~~of ~~June~~the 30proxies to vote 42,476,150 ~~2015~~shares of restricted common stock granted to Ms. Will, weMs. ~~recorded~~Will ~~interest~~no ~~expense~~longer ofbeneficially $1owns 42,~~467~~476,150 shares (90.58%) of the Company’s common stock and atherefore ~~loss~~does onnot ~~settlement~~have ofvoting ~~debt~~control of ~~$501,776~~the Company.

~~Net~~On ~~Loss~~July -18, ~~Continuing~~2016, ~~Operations~~in connection with the July 1 Offering, the Company issued 9,000,000 restricted shares of common stock to third parties. The shares were valued at relative fair value in the amount of $59,190.

~~The~~On ~~above~~July ~~factors~~19, ~~resulted~~2016, in aconnection ~~net~~with ~~loss~~the ~~from~~July ~~continuing~~1 ~~operations~~Offering, ~~for~~ the ~~quarter~~Company ~~ended~~issued ~~June 30~~3,000,000 ~~2016~~restricted inshares ~~the~~of ~~amount~~common ofstock ~~$148,229 ($0.00~~to ~~per~~an ~~share),~~officer of ~~compared~~the toCompany. ~~net~~The ~~loss~~shares ofwere ~~$513,693~~valued ~~($0.02~~at ~~per~~relative ~~share)~~fair ~~for~~value in the ~~quarter~~amount ~~ended~~of ~~June 30~~$18, ~~2015~~086.

~~For~~On September 6, 2016, the ~~three~~Company ~~months~~entered ~~ended~~into ~~June~~a ~~30,~~consulting ~~2016~~agreement with Ms. Sharon Will, wethe ~~reported~~Company’s noformer ~~income~~Director, to orassist ~~loss~~the ~~from~~Company ~~discontinued~~transition to its new operations. ~~For~~The ~~the~~Company ~~three~~agreed ~~months~~to ~~ended~~issue ~~June 30,~~Ms. ~~2015~~Will 500,000 weshares ~~reported~~of acommon ~~loss~~stock ~~from~~and valued ~~discontinued~~those ~~operations~~shares based on the market price on the agreement date of $10.072,~~970~~ recognizing $36,000 of consulting expense.

~~Six~~On ~~Months~~September ~~Ended~~9, ~~June~~2016, 30in connection with the July 1 Offering the Company issued 3,000,000 ~~2016~~restricted ~~and~~shares ~~2015~~of common stock to a third party. The shares were valued at relative fair value in the amount of $18,086.

~~Loss from Operations - Continuing Operations~~Warrants

WeOn June ~~did~~3, ~~not~~2016, ~~recognize~~pursuant ~~revenues~~to ~~for~~an ~~the six-month~~agreement ~~period~~with ~~ended~~David ~~June 30~~Baum, ~~2016~~the ~~and~~Company’s ~~2015.~~CFO ~~During~~and COO, the ~~six~~Company ~~months~~issued ~~ended~~warrants ~~June~~to 30purchase 5, ~~2016~~000,000 weshares ~~recorded~~of ~~total~~common ~~operating~~stock. ~~expenses of~~The ~~$152,505~~stock ~~consisting~~is ofexercisable ~~$60,080~~for ina ~~professional~~period ~~fees~~of ~~and~~3 ~~$92,425~~years inat ~~general~~a ~~and~~price ~~administrative~~of ~~expenses~~$0.001 ~~Approximately~~per ~~$88,500~~share commencing six ofmonths ~~general~~after ~~and~~the ~~administrative~~date ~~expenses~~of ~~relate~~the toissue ~~stock-based~~date. ~~compensation~~The Company recognized on$130,038 ~~warrants~~in ~~granted~~stock based compensation during the period. In for the fair ~~comparable~~value ~~quarter~~ of ~~2015,~~these wewarrants ~~recorded~~based ~~operating~~on ~~expenses~~a ~~totaling~~Black-Scholes ~~$15,130~~option-pricing ~~consisting~~model. ofThe ~~$14,326~~Company inwill ~~professional~~recognize ~~fees~~an ~~and~~ additional $~~804~~69,936 in stock-based ~~general~~compensation ~~and~~in ~~administrative~~connection ~~expenses~~with these warrants.

~~Other~~On ~~Expenses~~June 3, 2016, pursuant to an agreement with Sean Martin, the Company’s CEO, the Company issued warrants to purchase 10,000,000 shares of common stock. The stock is exercisable for a period of 5 years at a price of $0.001 per share commencing six months after the date of the issue date. The Company recognized $260,019 in stock based compensation during the period for the fair value of these warrants based on a Black-Scholes ~~Continuing~~option-pricing ~~Operations~~model. The Company will recognize an additional $139,891 in stock-based compensation in connection with these warrants.

~~During~~A ~~the~~summary ~~six~~of ~~month~~the ~~period~~Company’s ~~ended~~warrant ~~June~~activity ~~30,~~during ~~2016 we recorded related party interest expense totaling $7,211. During~~ the ~~six~~nine ~~month~~months ~~period~~ ended ~~June~~September 30, ~~2015~~2016 weis ~~recorded~~presented ~~interest expense of $3,583 and loss on settlement of debt of $501,776.~~below:

Net Loss - Continuing Operations

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

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

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Contractual		Intrinsic
Warrants	Shares		Price		Term		Value
Balance Outstanding, December 31, 2015		-	$	-		-	$	-
Granted		15,000,000		0.001		4.01		-
Forfeited		-		-		-		-
Exercised		-		-		-		-
Expired		-		-		-		-
Balance Outstanding, September 30, 2016		15,000,000	$	0.001		4.01	$	312,000

Exercisable, September 30, 2016		-	$	-		-	$	-

~~For the six months ended June 30, 2016, we reported no income or loss from discontinued operations. For the six months ended June 30, 2015, we reported a loss from discontinued operations of $2,318.~~9

~~Liquidity~~Uplift ~~and~~Nutrition ~~Capital Resources~~Inc.

~~Total~~Notes ~~assets~~to atthe ~~June~~Condensed ~~30,~~Financial 2016 and December 31, 2015 were $283 and zero, respectively. Total liabilities at June 30, 2016 were $60,276, consisting of $53,018 in accounts payable and accrued expenses and $7,258 in convertible notes payable, net of debt discounts. At December 31, 2015, total liabilities were $13,898 consisting of $13,182 in accounts payable and accrued expenses and $716 in convertible notes payable, net of debt discounts.Statements

9September 30, 2016

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

AtNOTE ~~June~~8 ~~30,~~- ~~2016,~~DERIVATIVE weFINANCIAL ~~had~~INSTRUMENTS stockholders’ deficit of $59,993 compared to stockholders’ deficit of $13,898 at December 31, 2015. The increased deficit is primarily due to an increase in accounts payable in the quarter ending June 30, 2016.

~~Contingency~~Derivative ~~Planning~~Financial Instruments:

~~Any~~The ~~funding~~Company ~~for~~applies ~~emergencies~~the isprovisions ~~anticipated~~of toASC Topic 815-40, Contracts in Entity’s Own Equity (“ASC Topic 815-40”), under which convertible instruments that contain terms that protect holders from declines in the stock price (reset provisions), may not be ~~advanced~~exempt byfrom ~~our~~derivative ~~majority~~accounting ~~shareholder~~treatment. As a result, embedded conversion options in convertible debt are recorded as a liability and are revalued at fair value at each reporting date. If the fair value exceeds the face value of the related debt, the excess is recorded as interest expense on the issuance date. The Company has $142,046 of convertible debt, which are treated as a derivative instruments outstanding at September 30, 2016.

~~Off-Balance~~The ~~Sheet~~Company ~~Arrangements~~calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees model. The closing price of the Company’s common stock at September 30, 2016 was $0.02. Volatility, expected remaining term and risk free interest rates used to estimate the fair value of derivative liabilities at September 30, 2016, are indicated in the table that follows. The volatility was based on historical volatility at September 30, 2016, the expected term is equal to the remaining term of the convertible debt and the risk free rate is based upon rates for treasury securities with the same term.

None; not applicable.

	Initial Valuations (on new derivative instruments entered into during the nine months ended September 30, 2016)			September 30, 2016
Volatility		24.60% -180.06	%		180.41% – 203.82%
Expected Remaining Term (in years)		1.00			.80 - .94
Risk Free Interest Rate		.52% - .58	%		.59	%
Expected dividend yield		None			None

~~Item~~Fair ~~3. Quantitative~~Value ~~and Qualitative Disclosures about Market Risk~~ Measurements:

~~This~~In ~~item~~accordance isASC ~~not~~840-15-25, ~~applicable~~the Company has implemented a sequencing policy with respect to ~~smaller~~all ~~reporting~~outstanding ~~companies~~convertible instruments. The Company evaluates its contracts based upon earliest issuance date.

~~Item 4. Controls and Procedures~~ 10

~~Management’s~~Uplift ~~Report~~Nutrition ~~on Disclosure Controls and Procedures~~Inc.

~~Disclosure~~Notes ~~controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed~~ to ~~ensure that information required to be disclosed in reports filed or submitted under~~ the ~~Exchange~~Condensed ~~Act~~Financial is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.Statements

AsSeptember of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, concluded that, as of June 30, 2016~~, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.~~

~~Changes in Internal Control over Financial Reporting~~(Unaudited)

~~There~~Liabilities ~~have~~measured ~~been~~at nofair ~~changes~~value inon ~~our~~a ~~internal~~recurring ~~control~~basis ~~over financial reporting that occurred during the period covered by this report that have materially affected, or~~ are ~~reasonably~~summarized ~~likely~~as ~~to materially affect, our internal control over financial reporting~~follows:

			Quoted Prices		Significant
	Balance at		in Active		Other		Significant
	September 30		Markets for		Observable		Unobservable
	2016		Identical Assets		Inputs		Inputs
			(Level 1)		(Level 2)		(Level 3)
Embedded conversion option liabilities	$	2,393,894	$	-	$	-	$	2,393,894
Total	$	2,393,894	$	-	$	-	$	2,393,894

~~PART~~The IIfollowing -is ~~OTHER~~a ~~INFORMATION~~roll forward for the nine months ended September 30 2016 of the fair value liability of price adjustable derivative instruments:

Item 1. Legal Proceedings

	Fair Value of
	Liability for
	Derivative
	Instruments

Balance at December 31, 2015	$	-
Initial fair value of embedded conversion option derivative liability recorded as debt discount		67,898
Initial fair value of embedded conversion option derivative liability recorded as debt extinguishment		16,193
Change in fair value included in statements of operations		2,309,803
Balance at September 30, 2016	$	2,393,894

~~None.~~NOTE 9 – SUBSEQUENT EVENTS

~~Item~~The ~~1A.~~Company ~~Risk~~has ~~Factors~~evaluated events occurring after the date of our accompanying balance sheets through the date the financial statement were filed:

~~This~~Acquisition ~~item~~of ~~is not applicable to smaller reporting companies.~~Subsidiary

~~Item~~The 2Company is seeking to acquire a new business either through acquisition or merger. ~~Unregistered~~Currently, ~~Sales~~the Company is in discussions with the principals of ~~Equity~~Oncova ~~Securities~~Clinical Research, Inc., a Florida corporation engaged in the clinical research industry (“Oncova”). Although we have no firm agreements or understandings with Oncova, the Company is pursuing discussions to acquire Oncova via a potential merger. To assist these discussions, the Company has loaned Oncova $62,500 in exchange for a promissory note, dated March 17, 2017, secured by a stock pledge of 251 shares of Oncova stock held by its principals and ~~Use~~their personal guarantees. The loan bears interest at an annual rate equal to the applicable Federal Rate which will be adjusted and compounded on a semi-annual basis. The maturity date of ~~Proceeds~~this promissory note is September 17, 2017, and repayment is scheduled for such date unless, prior to such date, the Company and Oncova enter into and close a definitive acquisition agreement, in which case the outstanding balance and accrued interest shall be applied towards the Company’s purchase or acquisition price for Oncova.

On August 22, 2015, the Company issued a convertible note payable to a current officer and director of the Company for $2,000. The note bears 10% interest per annum and has a maturity date of August 22, 2016. Subsequently, on August 16, 2016, the Board of Directors approved an amendment to the conversion price of this Note to $0.001. On August 22, 2016, pursuant to a conversion notice, the Company issued 2,000,000 shares of restricted common stock for the full conversion of this convertible note.11

OnItem ~~April 10, 2016, the Company issued a convertible note payable to a current officer and director for $25,000~~2. ~~The note bears 10% interest per annum and has a maturity date of April 10, 2017. The note is convertible at any time into shares of the Company~~Management’s ~~common~~ ~~stock~~Discussion atand aAnalysis ~~rate~~ of ~~$0.02~~Financial ~~per~~Condition ~~share. On July 21, 2016, the Company cancelled this note~~ and ~~issued~~Results ~~a new revised Note, containing the terms~~ of ~~the 10% convertible notes issued in the Company’s July 1, 2016 private offering (see paragraph below)~~Operation.

AsMCB ofNetwork ~~the~~Corp. ~~date~~purchased ofthe ~~this~~control ~~filing,~~block anof ~~aggregate~~voting ~~amount~~common shares of ~~$125~~Uplift Nutrition,~~000~~ ofInc. ("Uplift" or the "Company’s") on ~~securities~~June ~~have~~12, ~~been~~2015. At ~~sold~~that totime ~~six~~Uplift, ~~accredited investors~~a ~~resulting~~nutritional insupplement ~~the~~sales ~~issuance~~company ofand ~~$140~~web developer,~~818~~ inoperating ~~convertible~~several ~~debt~~web ~~and~~sites for ~~15,000,000~~distribution ~~restricted shares~~ of ~~common~~its ~~stock.~~products, ~~The~~ceased ~~notes will~~all ~~mature~~of ~~and~~its ~~are~~business ~~due~~ and transitioned to the ~~payable~~media ~~one~~sector ~~year~~company. MCB ~~from~~Networks ~~the~~Corp. ~~date~~was ofa ~~issuance~~Spanish-language ~~and~~media ~~bear~~entity anthat ~~interest~~had ~~rate~~Spanish ofcontent ~~10%~~and ~~per~~distribution ~~annum,~~channels ~~payable~~in several ~~quarterly.~~cities ~~They~~in ~~are~~the ~~convertible~~United atStates. Due ~~the~~to ~~election~~capital ofconstraints, the ~~holder~~business ~~into~~plan ~~shares~~ of ~~the~~MCB ~~Company’s~~Network ~~restricted~~Corp. ~~common~~was ~~stock~~not atrealized ~~a price of $0.001~~and plans ~~per~~to ~~share.~~continue ~~The~~operations ~~Notes~~were ~~are~~discontinued, ~~subject~~with toseveral shareholders ~~certain~~obtaining ~~“favored~~ownership ~~nations”~~of ~~adjustment~~its ~~provisions~~control ~~including:~~block 1)of avoting ~~reduction in conversion~~common ~~price~~shares towith ~~be equal to~~ the ~~price~~intention ~~per share~~ of ~~any~~identifying and ~~newly~~acquiring ~~issued~~an alternative ~~securities~~business for ~~during~~Uplift ~~the~~and ~~period~~its ~~these~~shareholders. Uplift ~~Notes~~is ~~are~~continuing ~~outstanding;~~today ~~2) the right~~ to ~~exchange~~raise new ~~the~~capital ~~Note(s)~~and ~~for any~~ new ~~debt~~management oris ~~equity~~continuing ~~financing~~to ~~while~~seek ~~these~~to ~~Notes~~acquire ~~are outstanding at~~ a ~~30%~~new ~~discount;~~business, ~~3) proportional~~either ~~adjustment~~through ofacquisition ~~the~~or ~~conversion~~merger. ~~features~~Accordingly, with ofa ~~Notes~~keen ~~for~~objective ~~any~~of ~~stock~~growing ~~dividend,~~and ~~reverse~~merging ~~stock~~with ~~splits,~~a ~~reclassifications,~~successful orbusiness ~~similar~~in ~~event;~~the 4)very ~~adjustments~~near ~~for~~future, ~~other~~Uplift ~~dividends~~continues ~~and~~to engage ~~distributions~~in discussions ~~during~~with ~~period~~potential ~~these~~acquisition ~~Notes are outstanding; 5) adjustment for any reorganization, consolidation and/or merger~~candidates.

OnResults ~~September 6, 2016, the Company entered into a consulting agreement with a former director~~ of ~~the Company to assist the Company transition to its new operations. The Company agreed to issue this former director 500,000 shares of restricted common stock.~~Operations

OnThree ~~June~~Months 3Ended September 30, 2016, ~~pursuant to an agreement with a current officer~~ and director, the Company issued warrants to purchase 5,000,000 shares of common stock. The warrants are exercisable for a period of 3 years at a price of $0.001 per share commencing six months after the date of the issue date.2015

OnLoss ~~June~~from 3,Operations ~~2016,~~- ~~pursuant~~Continuing to an agreement with a current officer and director of the Company, the Company issued warrants to purchase 10,000,000 shares of common stock for services rendered. The stock is exercisable for a period of 5 years at a price of $0.001 per share commencing six months after the date of the issue date.Operations

~~The~~We ~~securities~~did ~~issued~~not inrecognize ~~these~~revenues ~~transactions~~for ~~were~~the ~~not~~three-month ~~registered~~period ~~under~~ended September 30, 2016 and 2015. During the ~~Securities~~three ~~Act~~months ended September 30, or2016, ~~the~~we ~~securities~~recorded ~~laws~~total operating expenses of ~~any~~$423,907 ~~state~~consisting of $96,989 of professional fees and $326,918 of general ~~were~~and ~~offered~~administrative expenses. Approximately $302,000 of general and ~~sold~~administrative ~~pursuant~~expenses relate to ~~the~~stock-based ~~exemption~~compensation recognized ~~from~~on ~~registration~~warrants ~~under~~granted during the ~~Securities~~period. ~~Act~~In ~~provided~~the bycomparable ~~Section~~quarter ~~4(a)(2)~~of ~~and~~2015, ~~Regulation~~we recorded operating expenses totaling $9,857 Dconsisting ~~(Rule~~of ~~506)~~$3,890 ~~under~~in ~~the~~professional ~~Securities~~fees ~~Act~~and $5,967 in general and administrative expenses.

~~Item 3. Defaults upon~~Other ~~Senior~~Expenses ~~Securities~~- Continuing Operations

~~None~~During the three month period ended September 30, 2016 we recorded interest expense totaling $68,316, a change in fair value of derivative liabilities of $2,309,803 related to notes issued in connection with the July 1 Offering, and a loss on debt extinguishment of $54,959. During the three months ended September 30, 2015, we recorded interest expense of $234.

~~Item 4.~~Net ~~Mine~~Loss ~~Safety~~- ~~Disclosures~~Continuing Operations

~~None;~~The above factors resulted in a net loss ~~not~~from ~~applicable~~continuing operations for the quarter ended September 30, 2016 in the amount of $2,856,985, ($0.05) per share, compared to net loss of $10,091, ($0.00) per share for the quarter ended September 30, 2015.

11For the three months ended September 30, 2016, we reported no income or loss from discontinued operations. For the three months ended September 30, 2015, we reported income from discontinued operations of $407.

~~Item 5.~~Nine ~~Other~~Months ~~information~~Ended September 30, 2016 and 2015

~~Our stock~~Loss isfrom ~~quoted~~Operations on- ~~the~~Continuing ~~OTCQB maintained by OTC Markets Group, Inc., under the symbol UPNT.OB. See www.otcmarkets.com.~~Operations

~~Item~~We did not recognize revenues for the nine-month 6period ended September 30, 2016 and 2015. ~~Exhibits~~During the nine months ended September 30, 2016, we recorded total operating expenses of $576,412 consisting of $157,069 in professional fees and ~~Reports~~$419,343 onin ~~Form~~general 8and administrative expenses. Approximately $390,000 of general and administrative expenses relate to stock-Kbased compensation recognized on warrants granted during the period. In the comparable quarter of 2015, we recorded operating expenses totaling $24,987 consisting of $18,216 in professional fees and $6,771 in general and administrative expenses.

~~(a) Exhibits~~12

Exhibit No.		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

Other Expenses - Continuing Operations

~~(b)~~During the nine month period ended September ~~Reports~~30, 2016 we recorded interest expense totaling $75,527, a loss of $2,309,803 in change in fair value of derivative liabilities related to notes issued in connection with the July 1 Offering and a loss on ~~Form~~settlement ~~8-K~~of debt of $54,959. During the nine month period ended September 30, 2015 we recorded interest expense of $3,817 and loss on settlement of debt of $501,776.

~~None.~~Net Loss - Continuing Operations

12The above factors resulted in a net loss from continuing operations for the nine months ended September 30, 2016 in the amount of $3,016,701, ($0.06) per share, compared to net loss of $530,580 ($0.02) per share, for the quarter ended September 30, 2015.

~~SIGNATURES~~For the nine months ended September 30, 2016, we reported no income or loss from discontinued operations. For the nine months ended September 30, 2015, we reported a loss from discontinued operations of $1,911.

~~Pursuant to~~Liquidity ~~the~~and ~~requirements~~Capital ~~of the Securities Exchange Act of 1934, the Issuer has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~Resources

~~UPLIFT~~Total ~~NUTRITION~~assets at September 30, ~~INC~~2016 and December 31, 2015 were $28,670 and zero, respectively. Total ~~(Issuer)~~liabilities at September 30, 2016 were $2,510,659, consisting primarily of $68,868 in accounts payable and accrued expenses, $28,409 in convertible notes payable – related party, net of debt discounts. In addition we recorded $18,913 in convertible notes payable, net of discounts and embedded conversion liabilities of $2,393,894. At December 31, 2015, total liabilities were $13,898 consisting of $13,182 in accounts payable and accrued expenses and $716 in convertible notes payable, net of debt discounts.

~~Date:~~Because ~~March~~we 24currently have no revenues and limited available cash, ~~2017~~for ~~/s/~~the ~~Sean~~immediate ~~Martin~~future ~~Sean~~we ~~Martin~~believe ~~Chief~~we ~~Executive~~will ~~Officer~~have to rely on potential advances from stockholders to continue to implement our business activities. There is no assurance that our stockholders will continue indefinitely to provide additional funds or pay our expenses. It is likely the only other source of funding future operations will be through the private sale of our securities, either equity or debt.

~~Pursuant to~~At ~~the~~September ~~requirements~~30, of2016, ~~the~~we ~~Securities~~had ~~Exchange~~stockholders’ deficit ~~Act~~ of ~~1934~~$2,481,989 ascompared ~~amended,~~to ~~this~~stockholders’ ~~Report~~deficit ~~has~~of ~~also~~$13,898 ~~been~~at ~~signed~~December ~~below~~31, by2015. The ~~the~~increased ~~following person~~deficit onis ~~behalf~~primarily due ofto ~~the~~embedded ~~Registrant~~conversion ~~and~~liabilities in the ~~capacities~~quarter ~~and~~ending onSeptember ~~the~~30, ~~dates indicated~~2016.

Date: March 24, 2017	/s/ Sean Martin
	Sean Martin Chief Executive Officer
Date: March 24, 2017	/s/ David Baum
	David Baum Chief Financial Officer, Chief Operating Officer, Director

Contingency Planning

13Any funding for emergencies is anticipated to be advanced by our majority shareholder.

Off-Balance Sheet Arrangements

None; not applicable.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

This item is not applicable to smaller reporting companies.

Item 4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, concluded that, as of September 30, 2016, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

This item is not applicable to smaller reporting companies.

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

On April 10, 2016, the Company issued a convertible note payable to a current officer and director for $25,000. The note bears 10% interest per annum and has a maturity date of April 10, 2017. The note is convertible at any time into shares of the Company’s common stock at a rate of $0.02 per share. On July 21, 2016, the Company cancelled this note and issued a new revised Note, containing the terms of the 10% convertible notes issued in the Company’s July 1, 2016 private offering (see paragraph below).

As of the date of this filing, an aggregate amount of $125,000 of the Company’s securities have been sold to six accredited investors resulting in the issuance of $142,046 in convertible debt and 15,000,000 restricted shares of common stock. The notes will mature and are due and payable one year from the date of issuance and bear an interest rate of 10% per annum, payable quarterly. They are convertible at the election of the holder into shares of the Company’s restricted common stock at a price of $0.001 per share. The Notes are subject to certain “favored nations” adjustment provisions including: 1) a reduction in conversion price to be equal to the price per share of any newly issued securities during the period these Notes are outstanding; 2) the right to exchange the Note(s) for any new debt or equity financing while these Notes are outstanding at a 30% discount; 3) proportional adjustment of the conversion features of Notes for any stock dividend, reverse stock splits, reclassifications, or similar event; 4) adjustments for other dividends and distributions during period these Notes are outstanding; 5) adjustment for any reorganization, consolidation and/or merger.

On September 6, 2016, the Company entered into a consulting agreement with a former director of the Company to assist the Company transition to its new operations. The Company agreed to issue this former director 500,000 shares of restricted common stock.

On June 3, 2016, pursuant to an agreement with a current officer and director, the Company issued warrants to purchase 5,000,000 shares of common stock. The warrants are exercisable for a period of 3 years at a price of $0.001 per share commencing six months after the date of the issue date.

On June 3, 2016, pursuant to an agreement with a current officer and director of the Company, the Company issued warrants to purchase 10,000,000 shares of common stock for services rendered. The stock is exercisable for a period of 5 years at a price of $0.001 per share commencing six months after the date of the issue date.

The securities issued in these transactions were not registered under the Securities Act, or the securities laws of any state, and were offered and sold pursuant to the exemption from registration under the Securities Act provided by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None; not applicable.

Item 5. Other information

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

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

(a) Exhibits

Exhibit No.		Description of Exhibit
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.DEF		XBRL Definition Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document

(b) Reports on Form 8-K

None.

SIGNATURES

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

UPLIFT NUTRITION, INC. (Issuer)

Date: May 18, 2017

/s/ Sean Martin

Sean Martin

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has also been signed below by the following person on behalf of the Registrant and in the capacities and on the dates indicated.

Date: May 18, 2017	/s/ Sean Martin
	Sean Martin Chief Executive Officer

Date: May 18, 2017	/s/ David Baum
	David Baum Chief Financial Officer, Chief Operating Officer, Director

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