UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarter ended February 28, 2015

For the transition period from ___________ to ___________

Commission File No. 333-170091

10575 N. 114th Street, Suite 103

Scottsdale, AZ 85259

480-344-7770

(Address and telephone number of principal executive offices)

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

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 ST (§ 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). x Yes  ¨ 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.

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

As of April 13, 2015, the registrant had 11,383,111 shares of common stock issued and outstanding.

Special Note Regarding Forward-Looking Statements

Information included in this Quarterly Report on Form 10-Q contains forward-looking statements that reflect the views of the management of the Company with respect to certain future events. Forward-looking statements made by penny stock issuers such as the Company are excluded from the safe harbor in Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Words such as “expects,” “should,” “may,” “will,” “believes,” “anticipates,” “intends,” “plans,” “seeks,” “estimates” and similar expressions or variations of such words, and negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that matters anticipated in our forward-looking statements will come to pass. You are cautioned not to place undue reliance on forward-looking statements. You are also urged to review and consider carefully the various disclosures made in the Company’s other filings with the Securities and Exchange Commission (“SEC”), including amendments to those filings, if any. Except as may be required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "MIXX" refers to Mix 1 Life, Inc.

INDEX TO FINANCIAL STATEMENTS

MIX 1 LIFE, INC.

TABLE OF CONTENTS

Mix 1 Life, Inc.

BALANCE SHEETS

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

Mix 1 Life, Inc. 

STATEMENTS OF OPERATIONS

For the three and six months ended February 28, 2015 and 2014 

(Unaudited)

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

Mix 1 Life, Inc.

STATEMENTS OF CASH FLOW

For the six months ended February 28, 2015 and 2014

(Unaudited)

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

Mix 1 Life, Inc.  

NOTES TO THE FINANCIAL STATEMENTS 

February 28, 2015 

(Unaudited)

Note 1 – Description of Business and Summary of Significant Accounting Policies

Mix1 Life, Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on June 10, 2009.

Mix1 is an emerging beverage and nutritional supplements company currently with a product line of natural, ready-to-drink protein shakes.  Our shakes offer a complete and balanced macronutrient mix and are intended to be consumed as a post work out, snack replacement, meal supplement or a meal replacement.  Mix1 beverages have a high protein content (on average 26 grams per serving) and are unique due to their fruit-based flavors, relatively low calorie count and superior taste.  Our shakes have a twelve month shelf life with no need for refrigeration and are currently served in a twelve ounce PET (polyethylene terephthalate) bottle.

The Company adopted the provisions of FASB Accounting Standards Update No. 2014-10 Development Stage Entities (Topic 915) (“the Update”) in these financials statements.  The Update removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities to: (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  For the public business entities, the amendment is effective for annual reporting periods beginning after December 14, 2014.  The requirements of this pronouncement do not have a material effect on the financial statements. 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on its 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for our interim period are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for the year ended August 31, 2014, as reported in the Form 10-K, have been omitted.

There financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has limited cash and, as yet, has not generated any substantial revenues, raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with existing cash on hand, sales, loans from investors and/or issuance of common shares.

Note 2 – Concentration

During the six months ended February 28, 2015, the Company had revenues and receivable of $746,850 and $736,868, respectively.  Of these amounts, 93% of the revenues and 95% of the receivable were from Shadow Beverage and Snack, LLC.

Note 3 – Stock Transactions

During the six months ending February 28, 2015, the Company sold 483,834 shares of its common stock in private placements for $1.50 per share.  There were 75,434 shares of common stock issued to related parties as payroll and consulting fees valued at $150,201, 19,167 shares were issued as officer and directors fees valued at $37,497, and 7,561 shares of common stock were issued as interest expense valued at $22,683.

Note 4 – Convertible Notes

During the six months ending February 28, 2015 the Company entered into convertible debt agreements for $884,000. Terms of these transactions include an annual interest rate of 12% due in two years, the option to convert debt into equity at $3.00 per share, and 147,335 stock purchase warrants.  The warrants were valued using the Black Scholes valuation method at $259,429 calculated using a stock price of $6.12, a 5 year term, risk-free rate of interest of 1.64% and a volatility of 16.12%.

Note 5 – Subsequent Events

On March 31, 2015, the Company and Shadow Beverages and Snack, LLC, an Arizona limited liability company, closed upon that certain Asset Purchase Agreement for the purchase of the "No Fear" brand asset from Shadow.  Shadow's interest in the No Fear brand is in the form of an exclusive Trademark and License Agreement between Shadow and No Fear International wherein Shadow was granted exclusive licensing and distribution of the No Fear drink within the United States of America. The Company acquired One Hundred Percent (100%) of Shadow's interest in the No Fear brand only for an aggregate purchase price of Twelve Million Two Hundred Thousand ($12,200,000) USD.

We have evaluated events and transactions after the balance sheet date to the date these financial statements were released for filing.  Except as stated above, we did not have any material subsequent events that would require disclosure in these financial statements. 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Information included in this Quarterly Report Form 10-Q contains forward-looking statements that reflect the views of the management of the Company with respect to certain future events. Forward-looking statements made by penny stock issuers such as the Company are excluded from the safe harbor in Section 21E of the Securities Exchange Act of 1934. Words such as “expects,” “should,” “may,” “will,” “believes,” “anticipates,” “intends,” “plans,” “seeks,” “estimates” and similar expressions or variations of such words, and negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that matters anticipated in our forward-looking statements will come to pass.

You are cautioned not to place undue reliance on forward-looking statements. You are also urged to review and consider carefully the various disclosures made in the Company’s other filings with the Securities and Exchange Commission, including any amendments to those filings. Except as may be required by applicable laws, the Company undertakes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

GENERAL

Corporate History

The Company was incorporated in the State of Nevada on June 10, 2009 under the name Antaga International Corp. We are in the business of formulation and distribution of nutritional supplements which are designed to have a positive effect on health, well-being and improve physical and mental performance.

On August 27, 2013, the Company entered into a Definitive Agreement (the “Definitive Agreement”) with Mix1 LLC, an Arizona company, “Mix1.” Pursuant to the Definitive Agreement, the Company acquired 100% of certain assets owned by Mix1, including, but not limited to, access to the Mix1 brand name, product formulas, packaging design specifications, vendor/supplier lists, market research reports, product sales sheets, social media assets, other work product and full rights to market and sell such assets and conduct business with the assets (the “Acquisition”). In exchange for the assets, the Company issued 3,333,333, post reverse, new shares of common stock to Mix1. On September 12, 2013, the Company changed its name to Mix1 Life, Inc. to reflect its new business. On November 1, 2013, the Company changed its trading symbol from “ANTR.OB” to “MIXX.OB”. The Company is now focused on the continued development, marketing, sales and distribution of Mix1 protein drinks.

Our Business

The Company’s business focuses on creating products with natural, high-quality ingredients that are truly functional. We believe all natural products are better than artificial ones and are the key to leading a healthy balanced life. As a company we want to improve people’s lives by promoting active lifestyles and overall health. These beliefs are what lead to creating Mix1. We strive to help you make healthy choices during your busy day in order to help you feel your best not only today, but every day.

Mix1’s product development was finalized and market tested in such national retailers as Whole Foods, Kroger, Ralphs and Bristol Farms. Mix1 is the premium nutritional shake made with natural ingredients and vitamins and minerals. Complete balanced macronutrient mix: protein, vitamins and minerals, fiber, healthy fat, antioxidants, no artificial sweeteners or preservatives. Mix1 began to manufacture and distribute these products in 2014.

On March 31, 2015, the Company completed the acquisition of the “No Fear” exclusive beverage license asset from Shadow Beverages and Snacks LLC, as reported on Form 8-K on April 6, 2015. Pursuant to the acquisition, the Company will begin distributing the No Fear brand products in the third fiscal quarter of 2015.

Mix1’s mission:

“Create products with natural, high-quality ingredients that are truly functional. We believe all natural products are better than artificial ones and are the key to leading a healthy balanced life. As a company we want to improve people’s lives by promoting active lifestyles and overall health. These beliefs are what lead to creating Mix1. Never again will you miss getting the necessary nutrients because you were too busy to eat. We strive to help you make healthy choices during your busy day in order to help you feel your best not only today, but every day.”

Over the last twelve months, we have reformulated and re-packaged three Mix1 shake flavors (Blueberry Vanilla, Strawberry Banana, and Chocolate) in order to strengthen our mass consumer appeal. Key product and strategy changes include:

We recently partnered with a large specialty beverage manufacturer on the production of our three flavors. Our first production run of the reformulated beverages was in May 2014, and we intend to distribute to a targeted set of retailers in the western United States. We began distribution of the Mix1 products in June 2014. Our objective during 2015 is to bring the Mix1 brand back into circulation via direct store delivery (“DSD”) and natural distributors in many of the same markets and stores that previously carried Mix1 (including national retail chains). Currently, Mix 1 products are sold and can be found in retail market chains/grocery stores such as Fry’s, Albertsons, Sprouts, Hi-Health, and various independent retailers. We expect significant revenue growth beginning in 2015 as we expand distribution, sales and marketing activities.

RESULTS OF OPERATIONS

Operating and Net Loss

Our net loss for the six month period ended February 28, 2015 was $2,412,597 compared to a net loss of $1,176,066 during the six month period ended February 28, 2014. Our net loss for the year ended August 31, 2014 was $1,995,519 compared to a net loss of $32,771 for the year ended August 31, 2013. The Company generated revenue of $506,756 for the three months ended February 28, 2015 and $749,231 for the six months ended February 28, 2015.

Operating expenses for the three month period ended February 28, 2015, were $1,230,177 and is comprised of selling and marketing, corporate general and administrative expenses, and depreciation and amortization expenses. Operating expenses for the three month period ended February 28, 2014 were $475,851. Total operating expenses for the six month period ended February 28, 2015 was $2,192,568 in comparison to $773,670 for the six month period ended February 28, 2014.

The weighted average number of shares outstanding was 11,441,513 for the three month period ended February 28, 2015 as compared to 9,885,338 for the three month period ended February 28, 2014. The weighted average number of shares outstanding was 11,297,073 for the six month period ended February 28, 2015 as compared to 9,856,718 for the six month period ended February 28, 2014. The weighted average number of shares outstanding was 10,013,939 for the year ended August 31, 2014.

Financial Condition

As of February 28, 2015, our total assets were $20,144,979 as compared to $20,585,739 as of August 31, 2014, and our total liabilities as of February 28, 2015 were $1,918,316 as compared to $1,083,300 as of August 31, 2014.

As of February 28, 2015 the Company’s cash balance was $42,596 compared to $91,794 at August 31, 2014.

Stockholders’ equity was $18,226,663 as of February 28, 2015 as compared to $19,502,439 as of August 31, 2014.

Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. For the six month period ended February 28, 2015, net cash flows used in operating activities was $1,557,849. For the six month period ended February 28, 2014, net cash flows used in operating activities was $427,402.

Cash Flows from Investing Activities

For the six month period ended February 28, 2015, net cash flows used in investing activities was $11,500. For the six month period ended February 28, 2014, net cash flows used in investing activities was $5,788.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six month period ended February 28, 2015, there was $1,520,151 net cashed provided by financing activities which consisted of $884,000 cash generated from convertible note proceeds and $637,350 cash generated for the sale of common stock, offset by $1,199 in note payable payments. For the six month period ended February 28, 2014, there was $787,567 net cash provided by financing activities, consisting of $30,400 in loans from officer, offset by $25,833 in repayments to an officer, $500,000 cash generated from convertible note proceeds, and $283,000 from the sale of common stock.

Liquidity and Capital Resources

As of February 28, 2015, the Company’s cash balance was $42,596 compared to $91,794 at August 31, 2014.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities, and future credit facilities or corporate borrowings. Our working capital requirements are expected to increase in line with the growth of our business.

Advances, debt instruments and sale of stock are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments.

In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations.

CRITICAL ACCOUNTING POLICIES

We have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States (“GAAP”). We describe our significant accounting policies in the notes to our audited financial statements filed with our Form 10-K for the fiscal year ended August 31, 2014, filed with the SEC on November 28, 2014, and incorporated by reference herein.

Some of the accounting policies involve significant judgments and assumptions by us that have a material impact on the carrying value of our assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors that we believe to be reasonable under the circumstances. Because of the nature of the judgments and assumptions we make, actual results could differ from these judgments and estimates and could materially affect the carrying values of our assets and liabilities and our results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of February 28, 2015 using the criteria established in “ Internal Control - Integrated Framework ” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of February 28, 2015, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

Accordingly, the Company concluded that this control deficiency resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of February 28, 2015 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of February 28, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this quarterly report.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. Quarterly Issuances:

On December 15, 2014, the Company issued 52,067 restricted shares of common stock as compensation to seven parties for services rendered to the Company, at a cost basis of $1.50 per share.

2. Subsequent Issuances:

On March 24, 2015, the Company issued 14,000 shares of restricted common stock to eight people pursuant to the private subscription and purchase agreements, each dated December 5, 2014, at a cost basis of $1.50 per share.

On March 31, 2015, the Company authorized the issuance of 1,300,138 shares of restricted common stock to be issued to Shadow Beverage and Snacks LLC, cost basis $6.00, pursuant to the closing of the Asset Purchase Agreement dated March 31, 2015. As of the date of this report, the shares have not yet been issued.

On March 31, 2015, the Company authorized the issuance of 16,667 restricted shares of common stock to one investor pursuant to a subscription and purchase agreement dated January 9, 2015, cost basis $1.50 per share; 5,831 restricted shares of common stock to seven parties as compensation for services rendered to the Company as a member of the Board of Directors, at a cost basis of $3.00 per share; 24,700 restricted shares of common stock to five parties as compensation for services rendered to the Company, cost basis of $3.00 per share; and 6,727 shares of restricted common stock to seven parties as payment for interest owed by the Company, cost basis $3.00 per share. As of the date of this report, the shares have not yet been issued.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

___________

* Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

10