Quality Online Education Group Inc. - FORM 10-K - April 15, 2010

Attached files

file filename
EX-32 - Quality Online Education Group Inc.certpersarbanes-oxleyactsec1.htm
EX-31 - Quality Online Education Group Inc.certpersarbanes-oxleyactsect.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2009 or

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

For the transition period from______ to______

LIFE NUTRITION PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 001-34274

Delaware

State or other jurisdiction of incorporation or organization

42-1743717

(I.R.S. Employer incorporation or organization Identification No.)

     Michael M. Salerno
Chief Executive Officer
121 Monmouth Street, Suite A
Red Bank, New Jersey 07701
(732) 758-1577
(Address of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act: none

Securities registered pursuant to section 12(g) of the Act: Common Stock, par value $0.0001 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ()Yes (X)No

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

 


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. (X)Yes ()No

Securities registered under 12(b) of the Exchange Act. None. Securities registered under Section 12(g) of the Exchange Act. None.

Indicate by check mark if registrant is a well-known, seasoned issuer, as defined in Rule 405 of the Securities Act. ()Yes (X )No

Indicate by checkmark if registrant is not required to file pursuant to Section 13 or Section 15(d) of the Act. ()Yes (X )No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ()Yes (X)No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer() Accelerated filer () Non-accelerated filer () Smaller reporting company (X)

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

As of June 30, 2009 the aggregate market value of the voting common stock held by non-affiliates of the registrant was approximately $1,454 based on the closing market price of the registrant's common stock of $0.0001 on that day.

As of March 31, 2010 there were 17,882,800 shares of common stock outstanding with a par value of $0.0001.

DOCUMENTS INCORPORATED BY REFERENCE

None

2


Table of Contents     
 
Life Nutrition Products, Inc. (LNP, Inc)   
 
Part I    Page 
                   Item 1  Business  4 
                   Item 1A  Risk Factors  8 
                   Item 1 B  Unresolved Staff Comments  8 
                   Item 2  Properties  8 
                   Item 3  Legal Proceedings  8 
                   Item 4  Submission of Matters to a Vote of Security Holders  8 
 
Part II     
                   Item 5  Market for Registrant's Common Equity, Related   
  Stockholder Matters and Issuer Purchases of Equity   
  Securities  9 
                   Item 6  Selected Financial Data  10 
                   Item 7  Management's Discussion and Analysis of Financial   
  Condition and Results of Operations  10 
                   Item 7A  Quantitative and Qualitative Disclosure About Market   
  Risks  13 
                   Item 8  Financial Statements and Supplementary Data  14 
                   Item 9  Changes in and Disagreements with Accountants   
  on Accounting and Financial Disclosure  27
                   Item 9A  Controls and Procedures  27 
                   Item 9B  Other Information  28 
 
Part III     
                   Item 10  Directors, Executive Offices and Corporate   
  Governance  30 
                   Item 11  Executive Compensation  31 
                   Item 12  Security Ownership of Certain Beneficial Owners   
  and Management and Related Stockholder Matters  31 
                   Item 13  Certain Relationships and Related Transactions,   
  and Director Independence  32 
                   Item 14  Principal Accounting Fees and Services  32 
 
Part IV     
                   Item 15  Exhibits, Financial Statement Schedules  33 
 
Signatures     

3


FORWARD LOOKING STATEMENT

This annual filing ending December 31, 2009 contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as "may,"  "expect," "plans," "intends," "anticipate," "believe," "estimate" and "continue" or similar words and are intended to identify forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. You should read statements that contain these words carefully because they discuss our future expectations or may contain projections of our future results of operations or of our financial condition or state other "forward-looking"information. We believe that it is important to communicate our future expectations to our investors. However, there may be events in the future that the Company is not able to accurately predict or control. Before you invest in the Company's common stock, you should be aware that the occurrence of the events described as risk factors and elsewhere in this annual filing could have a material adverse effect on our business, operating results and financial condition.

Part I

Item 1. Business

The Company

References to "we," "our," "our company," "us," "the Company," or "Life Nutrition" refer to Life Nutrition, Inc. and its consolidated subsidiaries. Unless otherwise indicated, industry data are derived from publicly available sources, which we have not independently verified. Our executive office is located at 121 Monmouth Street, Red Bank, New Jersey 07701 and our phone number is (732)758-1577 and our website address is www.trimforlife3.com. Information contained in our filing is not available at our web site. Our fiscal year ends December 31.

Company Overview

We were originally organized as a New Jersey limited liability company in February 2005 under the name Life Nutrition Products, LLC ("The Company"). On September 24, 2007, Life Nutrition Products, Inc. a Delaware Corporation was formed and merged with LNP. On August 27, 2008 the Life Nutrition Products, Inc. Registration statement on Form S-1 became effective.

We are a dietary supplement company specializing in the development, marketing and distribution of all natural, proprietary, dietary supplements under the names Trim For Life3 Appetite Control and Trim For Life3 Energy Formula.

In our original business plan, we outlined a marketing strategy to compete more effectively in the dietary supplement marketplace. However, due to a lack of available financing we are unable to implement the marketing strategy or invest in product expansion. As a result, the Company may look to explore and identify other viable options that may provide the potential to generate a positive cash flow to accommodate the costs of being a publicly held company. With volatile economic conditions and unknown opportunities, we are unable to adequately determine if there are indeed, business opportunities that would lend to the Company acquiring additional capital or having the available resources to construct such a deal.

4


During the period covered in this annual report ending December 31, 2009, the Company received approval from the Financial Industry Regulatory Authority (FINRA) to quote its common stock on the Over-The-Counter Bulletin Board (OTCBB). As a public company with shares trading on the open market, we believe our company may be in a better position to raise additional capital to meet our operating costs. However, we cannot claim nor guarantee the trading of the Company’s common stock will improve the current financial condition of the Company or if a viable market could be developed to support the trading of our Company stock.

Our current operating costs are minimal due to limited business activities, but we do incur expenses such as legal and professional services to meet our Securities Exchange Commission (SEC) obligations as a public company. The Company may continue to meet these expenses by opting to raise additional capital through the sales of our common stock, loans from our board of directors, and/or other transactions to meet these obligations.

Our Current Business

We are currently reviewing opportunities to improve our financial stability by seeking established businesses which have the financial wherewithal to either invest capital into our Company operations in exchange for Company common stock, or, if in a similar line of business consider a merger or an acquisition. At the time of this annual report, we do not have any qualified prospects and have not entered into any negotiations and/or agreements with any company or individual. We cannot predict nor determine the likelihood of finding such an opportunity and if one were to be found, the Company may not have the financial resources at the time to close on the transaction.

Management believes an opportunity may avail itself as a result of being a reporting company with common stock quoted on the OTCBB. Management believes there are savvy investors and/or businesses that understand the value of a public company and may be interested in investment of capital, merger or acquisition. As a reporting company, our view of the Company value includes; the ability to use the Company’s common stock to raise capital, the Company’s common stock quoted on the OTCBB, audited financials, provide shareholders liquidity, obtain loans from financial lenders, and possibly increase growth opportunities through mergers and/or acquisitions.

Economic conditions may be somewhat unsettled and may cause uneasiness with prospective businesses and speculative investors. Management believes there is a viable market of prospects which are searching for a public company in which they could invest, merge or acquire. However, we cannot guarantee nor claim that the Company will be able to find a suitable opportunity.

Our Products

Currently, our principal products include two dietary supplement programs marketed under the trade names: Trim For Life3® Appetite Control and Trim For Life3® Energy Formula.

5


The Trim For Life3® Appetite Control

     The Trim For Life3® Appetite Control formula is an appetite suppressant made from 100% all natural ingredients. A primary ingredient in the formula is 5-HTP; a popular appetite suppressant. The formula has been clinically tested successfully through a double-blind placebo trial conducted at an independent laboratory. The results concluded that the group given the Appetite Control formula lost significantly more weight than the placebo group. The Trim For Life3® Appetite Control formula is patent pending. The status of the patent application is published in the U.S. Patent and Trademark Office (Application 20060040003).

Trim for Life3® Energy Formula

The all-natural, proprietary Trim For Life3® Energy Formula is designed to stimulate weight loss and increase energy by: (a) revitalizing and boosting metabolism, (b) combating weight loss fatigue, and (c) replenishing vitamins and minerals.

Distribution

Our product lines are distributed to retail channels either through distributors or through direct shipments from us. We generally maintain sufficient inventories to meet customer orders as received. From time to time, we may experience back orders that result from variations in demand for products outside of our control or expectations.

Operations

We develop and market dietary supplement products under the brand Trim For Life3®. Our products include single ingredient items as well as multi-ingredient formulas. Our formulas utilize scientifically-supported ingredients which target weight loss. Through active involvement in the trends that affect consumers, we focus on building brand identity for each of the types of products we develop. We believe our potential for growth involves the continued development of our products that can be marketed and sold to our existing and new retail channels, including direct-to-consumer.

Competition

     The nutritional supplement industry is large and intensely competitive. We compete generally with companies that manufacture and market competitive nutritional products in our product line. Competitive factors in the nutritional supplement market include product effectiveness, scientific validation, proprietary formulations, price, quality of products, reliability of product delivery and marketing services offered to customers. We believe we compete favorably with respect to each of these factors. Nevertheless, most of our competitors have longer operating histories, wider product offerings, greater name recognition and financial resources than do we.

Raw Materials and Manufacturing

     We develop and formulate proprietary, natural based, dietary supplements, but do not manufacture any of these products. We use third-party manufacturers who manufacture and package our products according to formulas and packaging guidelines that we dictate. In order to minimize costs, we may

6


elect to purchase raw or bulk materials directly from our suppliers and have them shipped to our manufacturers so that we may incur only tableting, encapsulating and/or packaging costs and avoid the additional costs associated with purchasing the finished product. By outsourcing product manufacture, we eliminate the capital required to manufacture our own products and increase the flexibility of our manufacturing resources.

Intellectual Property, Patents, and Royalty Agreements

     Trim For Life3® Appetite Control formula is a proprietary, patent-pending dietary supplement formulation. We will protect the intellectual property and license rights through patent protection, trade secrets and contractual protections and intend to develop a strong brand identity. Although we do not currently license our intellectual property to any third parties, we may choose to provide such licensing arrangements in the future to provide a potential new revenue source.

Government Regulation

     Dietary supplements are subject to federal laws dealing with drugs and regulations imposed by the FDA. Those laws regulate, among other things, health claims, ingredient labeling and nutrition content claims characterizing the level of nutrient in the product. They also prohibit the use of any health claim for dietary supplements, unless the health claim is supported by significant scientific agreement and is pre-approved by the FDA.

     The Federal Trade Commission (the “FTC”), which exercises jurisdiction over the marketing practices and advertising of products similar to those we offer, has in the past several years instituted enforcement actions against several dietary supplement companies for deceptive marketing and advertising practices. These enforcement actions have frequently resulted in consent orders and agreements. In certain instances, these actions have resulted in the imposition of monetary redress requirements. Importantly, the FTC requires that "competent and reliable scientific evidence" corroborate each claim of health benefit made in advertising before the advertising is first made. A failure to have that evidence on hand at the time an advertisement is first made violates federal law. While we have not been the subject to enforcement action for the advertising of our products, there can be no assurance that the FTC or other agencies will not question our advertising or other operations in the future.

We believe we are in compliance with all material government regulations which apply to our products. However, we are unable to predict the nature of any future laws, regulations, interpretations or applications, nor can we predict what effect additional governmental regulations or administrative orders, when and if promulgated, would have on our business in the future. These future changes could, however, require the reformulation or elimination of certain products; imposition of additional record keeping and documentation requirements; imposition of new federal reporting and application requirements; modified methods of importing, manufacturing, storing or distributing certain products; and expanded or different labeling and substantiation requirements for certain products and ingredients. Any or all of these requirements could harm our business.

7


Employees

We have a Board of Directors consisting of two individuals, Michael M. Salerno and Richard G. Birn who are not compensated.

Available Information

We were incorporated in Delaware in September 2007 as Life Nutrition Products, Inc. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge to the public by visiting the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10a.m. to 3p.m. or by calling the Commission at 1-800-SEC-0330 or visiting the internet site, http://www.sec.gov for filed reports.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 1B. Unresolved Staff Comments

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 2. Properties

We lease 120 square feet of office space at 121 Monmouth Street, Suite A, Red Bank, New Jersey 07701. The monthly rent is $500. The landlord is 121 Monmouth Street, LLC, a limited liability company owned, in part, by our CEO Michael Salerno. The lease is on a month-to-month basis.

Item 3. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 4. Submission of Matters to a Vote of the Security Holders

There were no matters submitted to a vote of security holders through the solicitation of proxies or otherwise during the period covered in this filing ending December 31, 2009.

8


Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

For the period covered in this filing, the Company's common stock was approved on January 20, 2009 for quotation on the Over-The-Counter Bulletin Board (OTCBB) under the symbol, "LIPN."Prior to that date, there was no established trading market for our Common Share. The Company does not guarantee nor suggest being publicly traded on the OTCBB will necessarily generate a market for its common stock.

Presented below is the high and low bid information for fiscal year ending December 31, 2009. The information was obtained from www. quotemedia.com.

  High  Low 
 
First Quarter Ending March 30, 2009  -  - 
Second Quarter Ending June 30, 2000  -  - 
Third Quarter Ending September 30, 2009  $0.01  $0.01 
Fourth Quarter Ending December 31, 2009  $0.01  $0.01 
 
The first trade date was September 16, 2009.     

The OTCBB provides a limited trading market, and we can make no assurances that any market-maker will agree to provide such quotations. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for shareholders to sell their shares or recover any part of their investment in the company. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile so that holders of our common stock will not be able to sell their shares at prices that allow them to recover any or all of their investment. Market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. Factors that could cause fluctuations in our stock price may include, among other things:

  • Introductions of new products or new pricing policies by us or by our competitors;
  • The gain or loss of significant customers or product orders;
  • Actual or anticipated variations in our quarterly results;
  • The announcement of acquisitions or strategic alliances by us or by our competitors;
  • Recruitment or departure of key personnel;
  • The level and quality of securities research analyst coverage for our common stock;
  • Changes in the estimates of our operating performance or changes in recommendations by us or any research analysts that follow our stock or any failure to meet the estimates made by research analysts; and
  • Market conditions in our industry and the economy as a whole.

9


Common Stock

We have authorized 50,000,000 shares of common stock, par value $.0001 per share. As of December 31, 2009, there were approximately 47 common stock shareholders.

Preferred Stock

We have authorized 2,000,000 shares of blank check preferred stock, none of which are issued and outstanding.

Dividends

We have never paid a dividend on our Common Stock and we currently intend to retain earnings for use in our business to finance operations and growth. Any future determination as to the distribution of cash dividends will depend upon our earnings and financial position at that time and such other factors as the Board of Directors may deem appropriate.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Securities

In the year ending December 31, 2009, the Company issued 347,800 shares of common stock in exchange for a cash investment of $17,520.

In the year ending December 31, 2008, the Company issued 3,750,000 shares of common stock in exchange for a cash investment of $250,000. The proceeds of which were deemed for working capital.

Issuer Purchases of Equity Securities

None

Item. 6. Selected Financial Data

As a “Smaller Reporting Company,” we are not required to provide the information required by this item.

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

10


Application of Critical Accounting Practices

     This Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report ending December 31, 2009 and 2008 on Form 10-K should be read in conjunction with the accompanying Financial Statements and related notes. Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. (“GAAP”).

Our significant accounting policies are more fully described in Notes to the audited financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions or conditions.

     We review our estimates and assumptions on an on-going basis. Our estimates are based on our historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will materially affect our financial position or results of operations.

Overview and Plan of Operation

     We are a dietary supplement company specializing in the development, marketing and distribution of all natural, proprietary, dietary supplements under the names Trim For Life3® Appetite Control and Trim For Life3® Energy Formula.

     In our original business plan, we outlined a marketing strategy to compete more effectively in the dietary supplement marketplace. However, due to a lack of available financing, we are unable to implement the marketing strategy or invest in product expansion. As a result, we may look to explore and identify other viable options that may provide the potential to generate a positive cash flow to accommodate the costs of being a public company. With volatile economic conditions and unknown opportunities, we are unable to adequately determine if there are indeed, business opportunities that would lend to the Company acquiring additional capital or having the available resources to construct such a deal.

Results of Operations

Year ended December 31, 2009 compared to year ended December 31, 2008

     Revenue: Revenue was $1,898 for the year December 31, 2009 compared to $3,152 for the year ended December 31, 2008, a decrease of $1,254. This decrease is a result of limited marketing activities and expired inventory.

     Gross Profit/(Loss): Gross profit/(loss) was $1,898 for the year ended December 31, 2009 compared to ($24,151) for the year ended December 31, 2008, a decrease ($26,049). This increase in gross profit is primarily attributed to impairment of inventory in 2008.

11


     Selling, General and Administrative Expenses: Selling, general and administrative expenses were $54,577 for the year ended December 31, 2009 compared to $141,970 for the year ended December 31, 2008, a decrease of $87,393 due to reduced payroll costs as well as professional fees.

     Other Income (Expense): Other income (expense) was $0 for the year ended December 31, 2009 compared to ($256) for the year ended December 31, 2008. This decrease was attributable to interest expense on our line of credit. All debt outstanding during 2009 was non-interest bearing and related party.

Impact of Inflation

Inflation has not had a material effect on our results of operations.

Liquidity and Capital Resource

     Net cash used in operating activities was ($16,657) for the year ended December 31, 2009, compared to ($118,511) for the year ended December 31, 2008. This decrease in cash used relates to inventory and net losses offset by stock-based compensation.

     The Company's net cash provided by financing activities was $21,118 for the year ended December 31, 2009 compared to net cash provided by financing activities of $120,655 for the year ended December 31, 2008. The decrease was due to the capital needs of the Company. As of December 31, 2009 there are no outstanding line(s) of credit.

     As of December 31, 2009, the Company had $4,461 in cash. It is meeting its working capital needs by relying upon the proceeds from stock issuances.

     In the year ending December 31, 2009, the Company issued 347,800 common stock shares in the total amount of $17,520. In the year ending December 31, 2008, the Company issued 3,750,000 common stock shares in the total amount of $250,000; the proceeds of which were deemed for working capital.

     Obligations are being met on a month-to-month basis as cash becomes available. There can be no assurances that the Company's present cash flow will be sufficient to meet current and future obligations. The Company has incurred losses since its inception, and continues to require additional capital to fund operations and meet SEC requirements of being a publicly held company. As such, the Company's ability to pay its already incurred obligations is mostly dependent on the Company achieving its revenue goals or raising additional capital in the form of equity or debt. The financial statements do not include any adjustments relating to the recovery and classification of recorded assets or the amounts and classifications of liabilities that may be necessary in the event the company cannot continue in existence.

Off-Balance Sheet Financings

None

12


Critical Accounting Policies

The Company’s financial statements are prepared under the accrual method of accounting. Revenues will be recognized in the period the services are performed and costs are recorded in the period incurred rather than paid.

Impact of Recent Accounting Pronouncements

See Note 2. “Summary of Significant Accounting Policies” to the financial statements in this Form 10-K.

Item 7A Quantitative and Qualitative Disclosure About Market Risks

We do not hold instruments that are sensitive to changes in interest rates, foreign currency exchange rates or commodity prices. Therefore, we believe that we are not materially exposed to market risks resulting from fluctuations from such rates or prices.

13


Item 8. Financial Statements   
LIFE NUTRITION PRODUCTS, INC.   
FINANCIAL STATEMENTS   
DECEMBER 31, 2009 AND 2008   

TABLE OF CONTENTS 

  
  PAGE 
 
                   Reports of independent registered public accounting firms  15-16 
                   Balance sheets  17 
                   Statements of operations  18 
                   Statement of stockholders’ (deficit)  19 
                   Statements of cash flows  20 
                   Notes to financial statements  21 

14


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Life Nutrition Products, Inc.

We have audited the accompanying balance sheet of Life Nutrition Products, Inc. (the"Company"), as of December 31, 2009 and the related statement of operations, changes in stockholder's deficit and cash flows for the year ended December 31, 2009. The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Life Nutrition Products, Inc. as of December 31, 2008, and for the year then ended were audited by other auditors who have ceased operations. Those auditors expressed an unqualified opinion on those financial statements, dated April 10, 2009 and included an explanatory paragraph relating to the existence of substantial doubt about the Company's ability to continue as a going concern.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Life Nutrition Products, Inc., as of December 31, 2009 and the results of its operations and cash flows for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced recurring losses and deficiency of cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome.

 /s/ Friedman LLP

April 15, 2010

 

 

15


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
of Life Nutrition Products, Inc.

We have audited the accompanying balance sheet of Life Nutrition Products, Inc. (a Delaware corporation) as of December 31, 2008, and the related statements of operations, stockholder's deficit, and cash flows for the year then ended December 31, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Life Nutrition Products, Inc. as of December 31, 2008, and the results of its operations and its cash flows for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9 to the financial statements, the Company has incurred recurring losses and experiences deficiency of cash flow from operations. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 9. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Bagell, Josephs, Levine & Company, L.L.C.

Marlton, New Jersey
April 10, 2009

The report is a copy of the previously issued report.
The predecessor auditor has not reissued the report.

16


Life Nutrition Products, Inc.
Balance Sheets

        December 31, 
                     2009  2008 
Assets     
Current Assets     
         Cash and cash equivalents  $ 4,461  $ - 
         Inventory  307  307 
         Prepaid rent  6,000  - 
                   Total Current Assets  10,768  307 
 
Property and Equipment, net  2,132  2,708 
 
                   Total Assets  $ 12,900  $ 3,015 
 
Liabilities and Stockholder's Deficit     
 
Current Liabilities     
         Accounts payable and accrued expenses  $ 18,000  $ 49 
         Liability for stock to be issued  -  20,000 
         Officer loans payable  5,598  - 
                   Total Current Liabilities  23,598  20,049 
 
                   Total Liabilities  23,598  20,049 
 
Stockholder's Deficit     
         Preferred stock, $0.0001 par value, 2,000,000 authorized,     
                   none issued and outstanding  -  - 
 
         Common stock $0.0001 par value, 50,000,000 authorized,  1,608  1,406 
                   16,082,800 and 14,055,000 issued and outstanding as of     
                   December 31, 2009 and 2008     
 
         Additional paid-in-capital  497,883  439,070 
         Accumulated deficit                          (510,189)               (457,510) 
                   Total Stockholder's Deficit                           (10,698)                 (17,034) 
 
                   Total Liabilities and Stockholder's Deficit  $ 12,900  $ 3,015 
 
The accompanying notes are an integral part of these financial statements.

17


Life Nutrition Products, Inc.
Statements of Operations

  Year Ended December 
  2009  2008 
 
Revenue  $                       1,898  $                 3,152 
         Cost of Revenues (including impairment of inventory - $16,295)  -  27,303 
                   Gross Profit (Loss)  1,898  (24,151) 
 
Operating Expenses     
         Selling, General and Administrative (including stock based     
           compensation of $33,495 and $20,376)  54,577  141,970 
 
                   Loss from operations                        (52,679)  (166,121) 
 
 
Other Income (Expense)     
         Interest Income  -  164 
         Interest Expense  -  (420) 
                   Total Other Income (Expense)  -  (256) 
 
 
Net Loss attributable shareholders  $                   (52,679)  $          (166,377) 
Weighted Average Shares of Common Stock Outstanding-Basic and Diluted  14,492,096   12,972,186 
Net Loss per Basic and Diluted Common Share $                         (0.00) $                 (0.01)


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

18


Life Nutrition Products, Inc.
Statement of Stockholders's Deficit
For the Years Ended December 31, 2008 and 2009

  Preferred  Preferred  Common      Common  Additional     
  Stock  Stock  Stock          Stock   Paid-in-      Accumulated   
       Shares        Amount          Shares       Amount          Capital        Deficit  Total 
Balance December 31, 2007  -  $                             -      10,000,000  $             1,000  $           169,100  $              (291,133)  $    (121,033) 
Private placement and               
Issuance of shares  -  -  3,750,000  375  249,625  -  250,000 
Stock Based Compensation  -  -        305,000  31  20,345  -  20,376 
Net Loss  -  -  -  -  -  (166,377)          (166,377) 
Balance December 31, 2008  -  $                             -      14,055,000  $             1,406  $           439,070  $             (457,510)  $       (17,034) 
Stock issued for cash  -  -         347,800  34  17,486  -  17,520 
Stock based compensation  -  -       180,000  18  9,477  -  9,495 
Stock issued for rent  -  -  1,200,000  120  11,880  -  12,000 
Stock issued in settlement               
of liability  -  -        300,000  30  19,970  -  20,000 
Net Loss            (52,679)            (52,679) 
Balance December 31, 2009  -  $                             -     16,082,800  $            1,608  $            497,883  $              (510,189)  $       (10,698) 

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

19


Life Nutrition Products, Inc.
Statements of Cash Flows
 
      Year ended December 31, 
  2009  2008 
Cash Flows from Operating Activities     
 
Net Loss  $                (52,679)  $         (166,377) 
Adjustments to reconcile net loss to net cash used in operating activities     
Depreciation  576  733 
Write off of Inventory  -  16,295 
Issuance of Stock for Services  6,000  - 
Stock Based Compensation  9,495  20,376 
 
Changes in Assets and Liabilities     
 
Decrease in Inventory  -  11,008 
Decrease in Security Deposit  -  300 
Increase (Decrease) in Accounts Payable and Accrued Expenses  17,951  (846) 
Net cash used in operating activities                     (18,657)  (118,511) 
 
Cash Flows from investing activities     
 
Purchase of equipment  -  (3,000) 
Net cash used in investing activities  -  (3,000) 
 
Cash Flows from Financing Activities     
 
(Decrease) Increase in liability for stock to be issued  -  20,000 
Repayment of Line of Credit  -  (75,000) 
Proceeds (Repayment) of Officer Loan  5,598  (74,345) 
Proceeds from Stock Issuance  17,520  250,000 
Net cash provided by financing activities  23,118  120,655 
 
Net increase (decrease) in cash  4,461  (856) 
Cash at beginning of year  -  856 
Cash at end of year  $                    4,461  $                       - 
 
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION     
                   Cash paid during the year for:     
                                       Interest  $                             -  $                    696 
                                       Income taxes  $                             -  $                        - 
 
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING     
                   AND FINANCING ACTIVITIES     
Stock issued to settle liability  $                   20,000  $                         - 
Stock issued for services $                   15,495  $                     20,376
Stock issued for prepaid services $                      6,000  $                       -
                                                              
 The accompanying notes are integral part of these financial statements.                                                                                                                                                                                       20


 


Life Nutrition Products, Inc.
Notes to the Financial Statements
December 31, 2009 and 2008

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Life Nutrition Products, Inc was originally organized as a New Jersey limited liability company in February 2005 under the name Life Nutrition Products, LLC ("LNP"). On September 24, 2007, Life Nutrition Products, Inc. a Delaware Corporation was formed and merged with LNP. Under the terms of the merger10 million shares of common stock were issued to the LNP Members to acquire all of LNP's membership interests. After the merger, 10 million shares of common stock were outstanding, all of which were owned by LNP's two founders, Michael M. Salerno, President and Richard G. Birn, Vice President.

Our primary business purpose is to market over-the-counter, all-natural dietary supplements under the trade names: Trim For Life3 Appetite Control and Trim For Life3 Energy Formula. The Trim For Life3 Appetite Control Formula is patent pending and supported by scientific studies. The Trim For Life3 Energy Formula is a proprietary formula blend.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company maintains cash balances at financial institutions and are insured by the Federal Deposit Insurance Corporation up to federally insured limits. At times during the year, balances in certain bank accounts may exceed the FDIC insured limits.

Inventory

Inventory is stated at the lower of cost or market. Cost is determined using the first-in first-out method. Inventories consist of only finished goods.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are computed on the straight-line method based on the estimated useful lives of the assets. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

Revenue Recognition

The Company recognizes revenue upon shipment of goods, and the price is fixed and determinable, and collectability is reasonably assured.

21


Life Nutrition Products, Inc.
Notes to the Financial Statements (Continued)
December 31, 2009 and 2008

Net (Loss) Per Share of Common Stock

Historical net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for the periods presented.

The following table sets forth the computation of basic and diluted earnings per share:   
                 Year Ended December 31, 
                                      2009                           2008 
               Net Loss  $                                 (52,679)        $                  (166,377) 
               Weighted Average common stock shares outstanding (basic)  14,492,096  12,972,186 
               Options  -  - 
               Warrants  -  - 
               Weighted Average common stock shares outstanding (diluted)  14,492,096  12,972,186 

Recent Accounting Pronouncements

In October 2009, FASB issued Accounting Standards Update No. 2009-13 that provides amendments to the criteria in FASB Accounting Standards Codification (ASC) Subtopic 605-25, Revenue Recognition - Multiple Element Arrangements for separating consideration in multiple-deliverable arrangements. As a result of those amendments, multiple-deliverable arrangements will be separated in more circumstances than under existing U.S. GAAP. The amendments in this Update establish a selling price hierarchy for determining the selling price of a deliverable, utilizing vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. Furthermore, the Update will replace the term fair value in the revenue allocation guidance with selling price to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant. Lastly, the amendments in this Update will eliminate the residual method of allocation, requiring that the arrangement consideration be allocated at the inception of the arrangement to all deliverables and also require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis. This Update is effective for fiscal years beginning on or after June 15, 2010. Earlier application is permitted. The Company is currently assessing the impact, if any, that the issuance of this Update will have on its financial statements.

In October 2009, FASB issued Accounting Standards Update No. 2009-15 that provides amendments to the criteria in FASB Accounting Standards Codification (ASC) Subtopic 470-20, Debt - Debt with Conversion and Other Options. The amendments as outlined within this Update provide accounting and reporting guidance for debt (and certain preferred stock) with specific conversion features and other options. This Update is effective for fiscal years beginning on or after December 15, 2009 and interim periods with those fiscal years for outstanding arrangements and is effective for interim or annual periods beginning on or after June 15, 2009 for arrangements entered into in those periods. Early application is prohibited. This Update will not have a material impact on the financial statements of the Company.

22


Life Nutrition Products, Inc.
Notes to the Financial Statements (Continued)
December 31, 2009 and 2008

In December 2009, FASB issued Accounting Standards Update No. 2009-17 that amends the FASB Accounting Standards Codification for the issuance of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The amendments in this Accounting Standards Update replace the quantitative-based risks and rewards calculation for determining which reporting entity, if any, has a controlling financial interest in a variable interest entity with an approach focused on identifying which reporting entity has the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and (1) the obligation to absorb losses of the entity or (2) the right to receive benefits from the entity. An approach that is expected to be primarily qualitative will be more effective for identifying which reporting entity has a controlling financial interest in a variable interest entity.

The amendments in this Update also require additional disclosures about a reporting entity's involvement in variable interest entities, which will enhance the information provided to users of financial statements. This Update shall be effective as of the beginning of each reporting entity's first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The Company is currently assessing the impact, if any, that the issuance of this Update will have on its financial statements.

Shipping and Handling

Shipping and handling costs have been expensed as incurred and have been included in operating expenses. Shipping and handling expense was $107 and $297 for the year ended December 31, 2009 and 2008.

Advertising

Advertising costs have been expensed as incurred and have been included in operating expenses. Advertising expense was $525 and $1,925 for the year ended December 31, 2009 and 2008.

Income Taxes

The Company utilizes ASC 740, "Income Taxes,"which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The company accounts for income taxes in accordance with generally accepted accounting standards. Federal, state and local income tax returns for years prior to 2007 are no longer subject to examination by tax authorities.

In June 2006, the Financial Accounting Standards Board issued Interpretation no. ASC 740-10, Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise's financial statements in accordance with generally accepted accounting standards. Tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods.

To date, the adoption of this interpretation has not impacted the Company's financial condition, results of operations, or cash flows.

The tax effect of temporary differences, primarily net operating loss carryforwards, gave rise to the Company's deferred tax asset in the accompanying December 31, 2009 and December 31, 2008 balance sheets.

Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. Because of the current uncertainty of realizing the benefit of the tax carry forward, a valuation allowance equal to the tax benefit for deferred taxes has been established. The full realization of the tax benefit associated with the carry forward depends predominantly upon the Company's ability to generate taxable income during the carry forward period.

As of December 31, 2009, the Company has net operating loss carry forwards of approximately $510,200 that can be utilized to offset future taxable income for Federal income tax purposes through 2029. Utilization of these net loss carry forwards is subject to the limitations of Internal Revenue Code Section 382.

Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are summarized as follows:   

                                          December 31, 
Deferred tax asset:                       2009                        2008 
 
Net operating loss carryforwards      $                  178,500  $                          160,100 
Less: Valuation allowance                         (178,500)                            (160,100)
                                                        
Net Deferred Tax Asset      $                       -  $                                - 

Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company's assets and liabilities. Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Company's tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

Fair Value Measurements

The carrying amounts of the Company's financial instruments including cash, prepaid expenses, accrued expenses and officer loans, approximate fair value because of their short-term nature.

23

Life Nutrition Products, Inc.
Notes to the Financial Statements (Continued)
December 31, 2009 and 2008

On January 1, 2008, the Company adopted ASC 820, which defines fair value, provides a consistent framework for measuring fair value under Generally Accepted Accounting Principles and expands fair value financial statement disclosure requirements. ASC 820's valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. ASC 820 classifies these inputs into the following hierarchy:

Level 1 Inputs- Quoted prices for identical instruments in active markets.

Level 2 Inputs- Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs- Instruments with primarily unobservable value drivers.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company has suffered recurring losses and experiences a deficiency of cash flow from operations. These matters raise substantial doubt about the Company's ability to continue as a going concern. The continued operations of the Company are dependent upon the Company's ability to raise capital and/or generate positive cash flows from operations. Management may achieve profitability and generate positive cash flows through possible acquisition or merger.

However, there is no guarantee that a suitable offer may exist or that funding will be available to close on such a transaction. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

3. PROPERTY AND EQUIPMENT

At December 31, 2009 and 2008, property and equipment consists of the following:

                           Year Ending December 31,  Estimated 
                       2009                        2008  Useful Lives 
 
Computer Equipment  $                        4,324  $                          4,324  3 years 
Website Development  4,315  4,315  3 years 
         Less: accumulated depreciation and amortization                     (6,507)                              (5,931)   
  $                        2,132  $                          2,708   
 
       

4. LINE OF CREDIT

Wachovia 

On October 25, 2006 the Company opened a business line of credit with Wachovia Bank in the amount of $50,000. The principal bears interest at the prime rate plus 2.5%. There was $0 drawn on the line and $50,000 available for the years ended December 31, 2009 and 2008.

24


Life Nutrition Products, Inc.
Notes to the Financial Statements (Continued)
December 31, 2009 and 2008

Washington Mutual

On October 18, 2006 the Company opened a business line of credit with Washington Mutual Bank in the amount of $25,000. The principal bears interest at the prime rate plus 3%. There was $0 drawn on the line and $25,000 available for the years ended December 31, 2009 and 2008.

5. PRIVATE PLACEMENT

On December 3, 2007 the Company offered for sale to accredited investors up to fifty units at a purchase price per unit of $10,000. Each unit consists of 150,000 shares of common stock, $0.0001 par value per share. The minimum offering amount is 20 units ($200,000) and the maximum offering is 50 Units ($500,000). The offering remained open until November 1, 2008. For year ending December 31, 2008, a total of 25 units were sold and $250,000 of capital was raised.

6. OFFICER LOANS PAYABLE

Loans from officers are unsecured, non-interest bearing and due on demand. In the year ended December 31, 2008, outstanding officer loans payable in the amount of $74,345 were paid in full. The Company was advanced $5,598 from its CEO in 2009, which is due on demand without interest.

7. STOCK BASED COMPENSATION

The Company applies Statement of Financial Accounting Standards No. 123R, Share-based Payment, codified in ASC 718 Compensation -Stock Compensation, to stock-based compensation awards. ASC 718, Compensation, requires the measurement and recognition of non-cash compensation expense for all share-based payment awards made to employees and directors, including employee stock options, based on fair values.

Stock compensation arrangements with non-employee service providers are accounted for in accordance with EITF No. 96-18, Accounting for Equity Instruments that are issued to Other than Employees for Acquiring, or in Conjunction with Selling, Goods or Services, codified in ASC 505-50 Equity-Based Payments to Non-Employees, using a fair value approach. The compensation costs of these arrangements are subject to remeasurement over the vesting terms as earned.

On June 1, 2008, we issued a total of 305,000 shares of common stock to 19 persons for various administrative services rendered. We recorded compensation expense in the amount $20,376 based on the value of stock ($0.066) as determined in our recent private placement. For the year ended December 31, 2009, we approved a total of 1,380,000 shares of common stock for various administrative services rendered. We recorded an expense in an amount of $15,495 with a prepaid expense of $6,000.

8. RELATED PARTIES

The Company from time to time receives financial advances for certain relations and related transactions such as payroll for the years ended December 31, 2009 and 2008. The recorded amounts were $0 and $66,000 for the year ended December 31, 2009 and 2008. The Company leases office space on a month to month basis in the amount of $500 from 121 Monmouth Street, LLC, a limited liability company owned, in part, by our CEO, Michael M. Salerno. In addition, our CEO has controlling interest in Northeast Professional Planning Group, Salerno Realty Group, and Arbor Real Estate Holdings. Each company, including 121 Monmouth Street has been issued shares of common stock either for a cash investment or for services rendered.

25


Life Nutrition Products, Inc.
Notes to the Financial Statements (Continued)
December 31, 2009 and 2008

9. SUBSEQUENT EVENTS

The Company has evaluated subsequent events in accordance with Accounting Standards Codification Topic 855, Subsequent Events, through April 15, 2010, which is the date the financial statements were available to be issued. During our evaluation the following subsequent event items were identified.

On January 15, 2010, the Company issued a total of 1,800,000 shares of common stock valued at $18,000, to Northeast Professional Planning Group which was approved during the fourth quarter of 2009 for services rendered in 2009.

On March 3, 2010, the Company received the resignation of Mr. Richard G. Birn, Vice President. There were no disagreements between the Company and Mr. Birn.

26


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

On January 27, 2010 the Board of Directors engaged the services of Friedman LLP ("Friedman") of Marlton, New Jersey as its Independent Registered Public Accounting Firm. Bagell, Josephs, Levine & Company ("Bagell") of Marlton, New Jersey resigned of their services as it was merged with Friedman LLP. The resignation of Bagell is not a result of a disagreement between the Company and Bagell. The financial statements for December 31, 2008 were audited by the Independent Registered Public Accounting Firm of Bagell, Josephs, Levine & Company, Marlton, NJ. These reports did not contain any adverse opinion against the Company except that their report, dated April 10, 2009, contained an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.

During these fiscal years and up to the most recent quarterly filing prior to the resignation of Bagell, there have been no disagreements on any matter regarding accounting principals, practices, financial statement disclosures or auditing which, if not resolved to the satisfaction of Bagell, would have caused it to make reference to the matter in connection with its reports.

The Board of Directors has engaged the services of Friedman, LLP ("Friedman") of Marlton, New Jersey as its independent registered public accounting firm on January 27, 2010 to audit the financial statements for the fiscal year ended December 31, 2009. There is no direct or indirect financial interest in or any connection with the Company other than as an independent accounting firm.

We do not intend to change accountants nor have there been any disagreements with the firm regarding any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including this report, ending December 31, 2009 is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to the Company's management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure.

As of December 31, 2009, the Company's management, including the Company's Chief Executive Officer ("CEO"), and Chief Financial Officer ("CFO") conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on this evaluation, the CEO, CFO, and executive management have concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

(b) Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company'sboard of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

27


1.      Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;
2.      Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
3.      Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of December 31, 2009, Management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; and (2) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of December 31, 2009.

Management believes that the material weaknesses set forth in items (1) and (2) above did not have an effect on our financial results. At this time, the Company does not have an audit committee and relies on its' Board of Directors and executive management to monitor internal controls and procedures to ensure the Company is meeting its SEC obligations.

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

As reported in Item 9 in this filing, the Company has engaged the services of Friedman, LLP as their independent registered public accounting firm.

As reported in item 5, "Recent Sales of Unregistered Securities,"of the annual report ending, December 31, 2009 the detail of the transaction(s):

28


     On October 30, 2009, we approved 15,000 shares of common stock to Northeast Professional Planning Group in exchange for consulting services.

     On November 10, 2009, we approved 75,000 shares of common stock to Salerno Realty Group in exchange for a cash investment of $5,000.

     On November 30, 2009, we approved 15,000 shares of common stock to Northeast Professional Planning Group in exchange for consulting services.

     On December 18, 2009, we approved 15,000 shares of common stock to Northeast Professional Planning Group in exchange for consulting services.

     On December 18, 2009, we approved 1,200,000 shares of common stock to 121 Monmouth Street, LLC for payment of rent.

     On December 18, 2009, we approved 1,800,000 shares of common stock to Northeast Professional Planning Group in exchange for consulting services.

     On December 23, 2009, we approved 100,000 shares of common stock to a consultant in exchange for a cash investment of $1,000.

29


Part III

Item 10. Directors, Executive Officers and Corporate Governance.

Identification of Directors and Executive Officers:   
Name                   Age                 Title 
Michael M. Salerno  38  Chief Executive Officer, 
    Chairman 
Richard G. Birn  40  Vice-President, Director 

Michael M. Salerno

Michael M. Salerno is our co-founder and has been our Chief Executive Officer and Chairman of the Board since 2005. Mr. Salerno is the founding CEO of Northeast Professional Planning Group, Inc. (NPPG) and its subsidiaries, SRG, Arbor Title Services, Arbor Realtors, and Tri State Realty. Mr. Salerno's responsibilities have included growing, monitoring, and managing all aspects of NPPG since its inception in August 1997. Mr. Salerno's business acumen extends from forming businesses to building successful business partnerships in a wide range of industries.

Richard G. Birn

Richard G. Birn is our co-founder and has been our Vice President and Director since 2005. Mr. Birn is a senior sales executive at an international software company. Mr. Birn's responsibilities have included business operations, forecasting, logistics, and contract negotiations. Mr. Birn is a fitness enthusiast who pursued his passion for a healthier lifestyle by becoming a Certified Sports Nutritionist. On March 3, 2010, the Company received and accepted the resignation of Mr. Birn. There were no disagreements between the Company and Mr. Birn.

Our Board of Directors currently consists of two (2) members. Our Bylaws provide that our board shall consist of not less than one (1) nor more than nine (9) individuals. The terms of directors expire at the next annual shareholders' meeting unless their terms are staggered as permitted in our bylaws. Each shareholder is entitled to vote the number of shares owned by him for as many persons as there are directors to be elected. Shareholders do not have a right to cumulate their votes for directors.

Identification of certain significant employees.

There are no significant employees.

Family relationships

There are no family relationships between the directors and/or executives.

Involvement in certain legal proceedings.

The Company's directors, executive officers, promoters or control persons have not been involved in any legal proceedings as defined by item 401 of Regulation S-K in the past five years.

Director Independence

We cannot guarantee that our Board of Directors will always have a majority of independent directors. In the absence of a majority of independent directors, our executive officer, who is also a principal stockholder and director, could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between the Company and its stockholders generally and the controlling officers, stockholders or directors.

Audit Committee

30


As of this annual report, we do not have an audit committee. However, our Board of Directors carries out the functions of an audit committee. The Board of Directors does not believe the expense of hiring a financial expert would be beneficial to the Company.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our directors, executive officers and any persons beneficially holding more than ten percent of our common stock to report their ownership of common stock and any changes in that ownership to the SEC. The SEC has established specific due dates for these reports, and we are required to report in this document any failure to file by these dates. We believe that all report transactions, if any, have been reported or included in the appropriate filings submitted to the SEC.

Code of Ethics

The Company has adopted a code of ethics which is applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar function, directors and/or employees. The code of ethics was filed with our S-1 registration statement on July 21, 2008.

Item 11. Executive Compensation

Currently, we do not pay our directors any cash or other compensation. In the future, we may consider appropriate forms of compensation, including the issuance of common stock and stock options as compensation.

Compensation Committee

As of this annual report, we do not have a compensation committee. Our executives and directors are not compensated. We do not anticipate the formation of such committee.

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

The following table shows the number of shares and percentage of all shares of common stock issued and outstanding as of December 31, 2009, held by any person known to us to be the beneficial owner of 5% or more of our outstanding common stock, by each executive officer and director, and by all directors and executive officers as a  group.

     This information as to beneficial ownership was furnished to us by or on behalf of the persons named. Unless otherwise indicated, the business address of each person listed is 121 Monmouth Street, Suite A Red Bank NJ 07701. Information with respect to the percent of class is based on outstanding shares of common stock as of December 31, 2009. Except as otherwise indicated and pursuant to applicable community property laws, to our knowledge, each stockholder has sole power to vote and dispose of all the shares of common stock listed opposite his name.

     For purposes of this table, each person is deemed to have beneficial ownership of any shares of our common stock such person has the right to acquire on or within 60 days of this annual report.

  Shares of common stock   
             Name and address of Beneficial Owner  Beneficially Owned  Percent of Class(1) 
Michael M. Salerno (2) (3) (4) (5) (6)                           9,127,800  57.00% 

31


Richard G. Birn(7) 4,750,000  30.00% 
Directors and officers as a group (2 persons)  13,877,800  87.00% 

(1) Based on an aggregate of 16,082,800 common shares outstanding as of December 31, 2009.
(2) Beneficial Owner, Michael M. Salerno has 5,550,000 freely, tradable shares.
(3) Beneficial Owner, Michael M. Salerno has controlling interest in Northeast Professional Planning Group. Northeast Professional Planning Group has 2,092,800 shares of authorized/issued common stock.
(4) Beneficial Owner, Michael M. Salerno has controlling interest in 121 Monmouth Street, LLC. 121 Monmouth Street, LLC has 1,200,000 shares of authorized/issued common stock.
(5) Beneficial Owner, Michael M. Salerno has controlling interest in Salerno Realty Group, LLC. Salerno Realty Group, LLC has 75,000 shares of authorized/issued common stock.
(6) Beneficial Owner, Michael M. Salerno has controlling interest in Arbor Real Estate Holding. Arbor Real Estate Holding has 60,000 shares of authorized/issued common stock.
(7) Beneficial Owner, Richard G. Birn has 4,600,000 freely, tradable shares.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Our Company has not had any transactions with related persons in the course of the last reported fiscal year involving any amounts exceeding $120,000 or is in the process of proposing any such transaction(s).

Item 14. Principal Accounting Fees and Services.

Audit and Non-Audit Fees

The Following table shows information as related to audit and non-audit fees for professional services rendered by Bagell, Josephs, Levine & Company, the principal accounting firm for the fiscal years ending December 31, 2009 and 2008.

             December 31,  
  2009  2008 
Type of Fee     
Audit Fees(1)   $      11,345  $     16,200  
Audit Related Fees  -  - 
Tax Fees  -  - 
All Other Fees  -  - 
                   Total   $       11,345  $      16,200  

(1) The audit fees represent fees for professional services provided in connection with the audit of our annual financial statements, review of our quarterly financial statements and audit services provided in connection with our regulatory filings.

Our Board of Directors, performing the duties of the audit committee, has reviewed all audit and non-audit related fees quarterly and annually. The Board approves audit and tax related fees for the Company to be in compliance with regulatory filings with timely submissions.

32


Part IV

Item 15. Exhibits, Financial Statement Schedules

Exhibit Number  Description 
 
      16.0*  Letter Change of Certifying Accountant 
      23  Consent of Experts and Counsel 
      31  Sarbanes-Oxley Act (Section 302) 
      32  Sarbanes-Oxley Act (Section 906) 

*Filed with Form 8-K on January 29, 2010

Signatures

Pursuant to the requirements of Section 13 or 15(d) 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.

LIFE NUTRITION PRODUCTS, INC.:
By: /s/ Michael M. Salerno

Name: Michael M. Salerno
Title: Chief Executive Officer
Date: April 15, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:/s/ Michael M. Salerno
Name: Michael M. Salerno
Title: Chief Executive Officer, Chairman
Principal Financial Officer
Principal Accounting Officer
Date: April 15, 2010

33

Quality Online Education Group Inc. Reports