UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended: ~~May~~August 31, 2012


¨	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: 000-53304

STRIKE AXE, INC.

(Exact Name of registrant as specified in its charter)


Delaware	26-2329797
(State or other Jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

267 W 1400 S, Suite 101

St George, Utah 84790

(Address of principal executive offices)

(~~800~~435) ~~541~~680-~~9469~~ 2971

(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 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 ¨

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 x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:


¨	Large Accelerated Filer	¨	Accelerated Filer

¨	Non-Accelerated Filer	x	Smaller Reporting Company

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

As of ~~July~~October 1115, 2012, there were 26,432,511 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements.		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		79
Item 3. Quantitative and Qualitative disclosures about Market Risk.		810
Item 4. Controls and Procedures.		810
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.		911
Item 1A. Risk Factors.		911
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		911
Item 3. Defaults Upon Senior Securities.		911
Item 4. Mining Safety Disclosures.		911
Item 5. Other Information.		911
Item 6. Exhibits.		911
Signatures		1012

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

Strike Axe, Inc.
Consolidated Balance Sheets
	May 31, 2012 Unaudited	February 28, 2012
	Aug 31, 2012 Unaudited	February 29, 2012
Assets
Current assets
Cash	$13,~~322~~358	$34,963
Inventory	1514,~~813~~931	15,813
Total current assets	1718,~~135~~289	50,776
Other assets: Fixed assets (net)	2624,~~918~~152	29,684
Total Assets	$4442,~~053~~441	$80,460
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable-trade	$2433,~~923~~958	$35,480
Other current liabilities	2,500	2,500
Interest payable	60410	0
Loans from shareholders	5066,~~100~~600	100
Total current liabilities	77103,~~583~~468	38,080
Stockholders' Deficiency:
Preferred Stock, 10,000,000 authorized, $0.0001 par Common stock-100,000,000 authorized $0.0001 par	0	0
Preferred stock, 10,000,000 authorized, $0.0001 par Common stock,100,000,000 authorized, $0.0001 par	0	0
26,432,511 issuable or issued & outstanding	2,643	2,643
Additional paid-in capital	322,293	322,293
Stock subscriptions receivable	(2,933)	(2,933)
Accumulated deficit	(~~355~~383,~~533~~030)	(279,623)
Total Stockholders' Deficiency	(3361,~~530~~027)	42,380
Total Liabilities & Stockholders' Deficiency	$4442,~~053~~441	$80,460

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.
Consolidated Statements of Operations
(Unaudited)

	Three Months Ended Aug 31,
	2012	2011


Net Sales	$2,576	$0

Costs & Expenses:
Cost of goods sold	881	0
Professional fees	25,535	3,750
General & administrative	3,658	3,795

Total Costs & Expenses	30,074	7,545

Loss from continuing operations before income taxes	(27,498)	(7,545)
Income taxes	0	0

Net Loss	($27,498)	($7,545)

Basic and diluted per share amounts:
Continuing operations	($.01)	($.01)
Basic and diluted net loss	(.01)	(.01)

Weighted average shares outstanding (basic & diluted)	26,432,511	17,228,571

See notes to unaudited interim financial statements.

Strike Axe, Inc.
Consolidated Statements of Cash Flows
Consolidated Statements of Operations
(Unaudited)
	Three Months Ended May 31,
	Six Months Ended Aug 31,
	2012	2011
Cash flows from operating activities:
Net Sales	$2,576	$0
Net Loss	($75,910)	$0
Costs & Expenses:
Adjustments required to reconcile net loss
Cost of goods sold	1,005	0
to cash used in operating activities:
Professional fees	82,279	3,750
Depreciation & amortization	2,767	0
General & administrative	22,699	3,865
Decrease in current liabilities	(10,497)	0
Total Costs & Expenses	105,983	7,615
Cash used by operating activities:	(83,640)	0
Loss from continuing operations before income taxes	(103,407)	(7,615)
Cash flows from financing activities:
Income taxes	0	0
Proceeds from borrowing	50,000	200
Net Loss	($103,407)	($7,615)
Cash from financing activities:	50,000	200
Basic and diluted per share amounts:
Change in cash	(33,640)	200
Continuing operations	($.01)	($.01)
Cash-beginning of period	34,963	0
Basic and diluted net loss	(.01)	(.01)
Cash-end of period	$1,322	$200
Weighted average shares outstanding (basic & diluted)	26,432,511	17,228,571

See notes to unaudited interim financial statements.


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


	Six Months Ended August 31,
	2012	2011

Cash flows from operating activities:
Net Loss	($103,407)	($7,615)
Adjustments required to reconcile net loss
to cash used in operating activities:
Depreciation & amortization	5,533	0
Stock issued for services	0	1,250
(Decrease) Increase in current liabilities	(1,112)	10,721
Decrease(Increase) in current assets	881	(4,000)
Cash from operating activities:	(98,105)	356

Cash flows from investing activities:
Purchase of property & equipment	0	(8,000)
Cash from investing activities:	0	(8,000)
Cash flows from financing activities:
Proceeds from borrowing	66,500	70,000

Cash from financing activities:	66,500	70,000

Change in cash	(31,605)	62,356
Cash-beginning of period	34,963	0
Cash-end of period	$3,358	$62,356

See notes to unaudited interim financial statements.

STRIKE AXE, INC.

NOTES TO UNAUDITED INTERIM ~~CONSOLIDATED~~ FINANCIAL STATEMENTS


1.	Basis of Presentation:

The ~~consolidated~~ Consolidated Financial Statements presented herein have been prepared by us in accordance with the accounting policies described in our February 29, 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 intangible 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.

~~Inventories~~In ~~are~~the ~~stated~~opinion atof management, the ~~lower~~information furnished in these interim financial statements reflect all adjustments necessary for a fair statement of ~~cost~~the orfinancial ~~market~~position ~~value~~at ~~based~~August ~~upon~~31, 2012 and February 29, 2012 and results of operations and cash flows as of and for the ~~First-In~~three ~~First~~and six-~~Out~~month ~~(FIFO)~~periods ~~inventory~~ended ~~method~~August 31, 2012 and 2011. ~~The~~ ~~Company’s~~All ~~inventory~~such ~~consists~~adjustments are of ~~finished~~a ~~goods,~~normal ~~which~~recurring ~~are~~nature. ~~nutritional~~The ~~supplements~~financial statements do not include some information and ~~related~~notes ~~supplies~~necessary to conform with annual reporting requirements.

In 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. All 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.


2.	Earnings/Loss Per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common 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.

As of ~~May~~August 31, 2012 there were 4,920,000 potentially dilutive common equivalent shares resulting from the issuance of stock options.


3.	Going Concern

The Company has accumulated significant operating losses and has a working capital deficiency. These 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.

Management continues to market and develop ait’s line of nutritional products and is also seeking additional funding alternatives to provide operating capital for its operations.


4.	New Accounting Standards

The Company has reviewed all recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.


5.	Note Payable:

On May 9, 2012, the Company borrowed $50,000 from an investor for ~~the~~ operating capital. The loan is unsecured, bears interest at 2% per annum and is due November 12, 2012.

6. 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.

In July 2012, the Company borrowed $4,000 from an investor for operating capital. This loan bears interest at 2% and is due January 7, 2013.


6.	Subsequent Events:

On September 30, 2012, Mr. Shaun Sullivan resigned from his position as Chief Executive Officer of Strike Axe, Inc. Also, on September 30, 2012, pursuant to a written consent, the Company’s Board appointed Wayne Allyn Root as Chief Executive Officer and as a director of the Company. Concurrent with his appointment as Chief Executive Officer, the Company entered into a three year employment agreement with Mr. Root. The employment agreement also provides Mr. Root with stock options to purchase 3,000,000 shares of the Company’s common stock at an exercise price of $0.35 per share, for an estimated value of approximately $.80 per option.

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 ~~three~~six-month period ended ~~May~~August 31, 2012. 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~~acquired Nutritional Concepts Corp, . Nutritional Concepts Corp ~~was~~is ~~acquired by the Company and as~~ a ~~result of the reorganization, Nutritional Concepts Corp became a~~ wholly owned subsidiary of the Company.

Our Operations

WeNutritional ~~were~~Concepts ~~organized~~Corp asdevelops, amanufactures ~~vehicle~~through tothird ~~investigate~~party ~~and~~vendors, ifmarkets ~~such~~and ~~investigation~~distributes ~~warrants,~~branded ~~acquire~~and aprivate ~~target~~label ~~company~~vitamins orand ~~business~~nutritional ~~seeking~~supplements in the ~~perceived~~United ~~advantages~~States ofand ~~being~~throughout athe ~~publicly~~world. We ~~held~~offer ~~corporation.~~a Onbroad ~~December~~range 5,of ~~2011~~capsules, ~~pursuant~~tablets toand anpowders. ~~Agreement~~Our ~~and~~portfolio ~~Plan~~ of ~~Reorganization,~~recognized ~~and~~brands ~~among,~~has ~~the~~historically ~~Company~~been ~~and~~marketed ~~Nutritional~~through ~~Concepts~~wholesale ~~Corp~~distribution channels, ~~Nutritional~~including ~~Concepts Corp was acquired by~~ the ~~Company~~Mega ~~and~~Pro® asline aof ~~result~~products. It ofis ~~the~~our ~~reorganization,~~plan ~~Nutritional~~to ~~Concepts~~market ~~Corp~~through ~~became~~wholesale adistribution ~~wholly~~channels ~~owned~~and ~~subsidiary~~through ofinternet ~~the~~sales ~~Company~~channels.

~~Nutritional~~We ~~Concepts~~are ~~Corp~~currently ~~develops,~~poised ~~manufactures~~to ~~through~~market ~~third~~several ~~party~~proprietary ~~vendors,~~products ~~markets~~called ~~and~~Proflex ~~distributes branded~~ and ~~private~~PureLife ~~label vitamins and nutritional supplements in the United States and throughout the world~~Cleanse. We ~~offer~~are ausing ~~broad~~traditional ~~range~~wholesale ofdistribution ~~capsules,~~channels ~~tablets~~ and ~~powders.~~the ~~Our~~internet ~~portfolio~~as ofmarketing ~~recognized~~tools ~~brands~~to ~~has~~reach ~~historically~~potential ~~been~~customers ~~marketed~~for ~~through~~our ~~wholesale distribution channels, including the Mega Pro® line of~~ products. It Our istarget ~~our~~market ~~plan~~is tobetween ~~market~~16-75 ~~through~~years ~~wholesale~~old, ~~distribution~~male ~~channels~~ and ~~through internet sales channels. However~~female, asa ofworld-wide ~~the~~audience ~~filing~~that ~~date~~is ofinterested ~~this~~in ~~report~~a wehealthier ~~have~~lifestyle ~~not~~through ~~generated~~wellness ~~significant sales~~ and ~~our operations have been limited to developing our business plan~~nutrition.

We ~~are~~market ~~currently~~a ~~poised~~broad toline ~~market~~of ~~several~~specialty ~~proprietary~~supplements, ~~products~~vitamins ~~called Proflex~~ and ~~PureLife~~minerals ~~Cleanse. We~~under ~~are~~the ~~using~~Nutritional ~~traditional~~Concepts ~~wholesale~~and ~~distribution~~Mega ~~channels~~Pro® brands. The ~~and~~Mega ~~the~~Pro® ~~internet~~brand ashas ~~marketing~~been ~~tools~~available to ~~reach~~consumers ~~potential customers~~ for ~~our~~over ~~products~~28 years. ~~Our~~ ~~target~~The ~~market~~Mega isPro® ~~between~~brand ~~16-75~~emphasizes ~~years~~high ~~old,~~quality ~~both male~~ and ~~female~~natural ingredients, aprimarily ~~world-wide~~consisting ~~audience~~of ~~that~~tablet, iscapsule, ~~interested~~powder inand asoftgel ~~healthier~~product ~~lifestyle through wellness and nutrition~~forms.

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 three month period ended May 31, 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$2,756and ~~revenues~~$0 in revenues for the three months ended ~~May~~August 31, 2012 and 2011. Our operating expenses for the three months ended ~~May~~August 31, 2012 were $7530,~~910~~074 compared to $07,545 ~~for the same period~~ in 2011. ~~Our~~Operating ~~operating~~ expenses ~~were~~consist primarily of professional fees incurred for the Company’s compliance and ~~general~~reporting obligations. The increase was due to our becoming a publicly reporting company, which costs may continue to climb. General and administrative ~~expenses~~costs include depreciation and amortization of the Company’s website and related computer costs which were just being developed in the prior year. Net loss for the three months ended August 31, 2012 was $27,498 compared to $7,545 for the prior year same quarter. The increased loss can be attributed to the additional reporting and compliance costs now that the Company is publicly reporting.

For the six month periods ending August 31, 2012 and 2011, Strike Axe, Inc. had revenues of $2,756 and $0, respectively. Our operating expenses for the six months ended August 31, 2012 were $105,983 compared to $7,615 in 2011. Operating expenses consist primarily of professional fees incurred for the Company’s compliance and reporting obligations. General and administrative costs include depreciation and amortization of the Company’s website and related computer costs. Net loss for the six months ended August 31, 2012 was $103,407 compared to $7,615 for the prior year same period. The increased loss can be attributed to the additional costs necessary now that the Company is publicly reporting.

Liquidity and Capital Resources

We had cash of $13,~~322~~358 ~~in cash~~ as of ~~May~~August 31, 2012. Our liabilities totaling $77103,~~583~~468 consisted of accounts payable of $33,958 and accruals for professional services rendered toon ~~the~~our ~~Company~~behalf through that date of $272,~~423~~500; accrued interest of $60410: anadvances ~~advance~~ from anofficers ~~officer~~ of $100 and the a $5066,~~000~~500 ~~note~~carrying value of the notes payable. Our shareholders’ deficit totaled $3361,~~530~~027 at ~~May~~August 31, 2012. Our accumulated deficit at ~~May~~August 31, 2012 was $~~355~~383,~~533~~030.

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

As of ~~May~~August 31, 2012, the Company had no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls And Procedures

(a) Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a- 15(b) under the Exchange Act, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our 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.

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

There 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.

There were no unregistered sales of the Company’s equity securities during the quarter ended ~~May~~August 31, 2012, that were not otherwise disclosed on a Form 8-K.

Item 3. Defaults Upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the Company.

Item 4. Mining Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.


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.*


*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 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
Date: October 15, 2012	By:	/s/ Wayne Allyn Root
		Name: Shaun M. Sullivan
		Name: Wayne Allyn Root
		Title: Chief Executive Officer (Principal Executive Officer)
Date: July 11, 2012	By:	/s/ Jon E. Lelegren
Date: October 15, 2012	By:	/s/ Jon E. Lelegren
		Name: Jon E. Lelegren
		Title: Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)

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