H. Deworth Williams, Edward F. Cowle, and Geoff Williams entered into a stock purchase agreement to acquire 84.45% stake in Uplift Nutrition Inc (OTCBB:UPNT) from Uplift Holdings, LLC, Gary C. Lewis, Bruce Miller and Jessica Rampton for $0.1 million on September 2, 2013. The purchase price is to be deposited with the Lawyer's Trust Account maintained by J. Michael Coombs. H. Deworth Williams acquired 10.4 million shares for $0.09 million, Edward F. Cowle acquired 0.633 million shares for $5570 and Geoff Williams acquired 0.3516 million shares for $3090. Uplift Holdings, LLC will receive $0.91 million for its 10.4 million shares, Gary C. Lewis will receive $5570 from sale of its 0.633 million shares, Bruce Miller will receive $1440 for its 0.1636 million shares and Jessica Rampton will receive $1650 from sale of 0.188 million shares. Uplift Holdings, LLC has also agreed to assign and convey its revolving line of credit/convertible note to H. Deworth Williams.

Gary C. Lewis will continue as the President, Chief Executive Officer, Chief Financial Officer and Director of Uplift Nutrition. Jessica Rampton will continue as the Secretary/Treasurer of Uplift Nutrition and a Director. Edward H. Hall and Bruce Miller have resigned from the Board of Directors of Uplift Nutrition. Geoff Williams and Nancy Ah Chong are being appointed as new Directors. The deal is subject to the resignation of the Directors of Uplift Nutrition. John Michael Coombs of Mabey & Coombs, L.C acted as legal advisor to Uplift Holdings, LLC, Gary C. Lewis, Bruce Miller and Jessica Rampton. Mabey & Coombs, L.C acted as legal counsel for Uplift Nutrition. John Michael Coombs of Mabey & Coombs also acted as escrow agent in the transaction. Mabey & Coombs will receive a fee of $0.01 million for its services as legal counsel and escrow agent.

H. Deworth Williams, Edward F. Cowle, and Geoff Williams completed the acquisition of 84.45% stake in Uplift Nutrition Inc (OTCBB:UPNT) from Uplift Holdings, LLC, Gary C. Lewis, Bruce Miller and Jessica Rampton on September 6, 2013.