Quality Online Education Group Inc. - Quarter Report: 2009 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 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: 333-152432

Delaware

(State or other jurisdiction of incorporation or organization)

42-1743717
(I.R.S. Employer 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)

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 S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ( ) Yes ( ) No

Indicate by check mark whether the registrant 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

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

As of June 30, 2009, there were 14,542,800 shares of common stock outstanding with a par value of $0.0001.

The accompanying footnotes are an integral part of these condensed financial statements.

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Life Nutrition Products, Inc.
Condensed Statements of Operations (unaudited)

The accompanying footnotes are an integral part of these condensed financial statements.

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The accompanying footnotes are an integral part of these condensed financial statements.

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Life Nutrition Products, Inc.

Condensed Notes to the Financial Statements (unaudited)
June 30, 2009 and 2008

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared without audit in accordance with accounting principles generally accepted in the United States for the interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair statement of the results of operations have been included. The results of operations for the six months ended June 30, 2009 are not necessarily indicative of the results of operations for the full year. When reading the financial information contained in this Quarterly Report, reference should be made to the financial statements, schedule, and notes contained in the Company’s annual report for the year ended, December 31, 2008.

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 merger 10 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

Highly liquid investments with maturities of three months or less at the date of purchase (that are readily convertible to cash) are considered to be cash equivalents and are stated at cost, which approximates market value.

Accounts Receivable

The Company does not extend credit to customers.

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.

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Life Nutrition Products, Inc.

Condensed Notes to the Financial Statements (unaudited)
(Continued)
June 30, 2009 and 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company's sales are placed over the Internet or by phone and payment is taken by either credit card or check. Product is shipped immediately upon receipt of order. Revenue is recognized at the time of shipment. Life Nutrition Products offers customers the right to return certain of its products. Revenue for these products is recognized in accordance with Statement of Financial Accounting Standards (SFAS) No. 48, Revenue Recognition When Right of Return Exists. Among its criteria for revenue recognition from sales transactions where a buyer has a right of return, SFAS No. 48 requires the amount of future returns to be reasonably estimated. We were unable to reasonably estimate returns for the periods reported, therefore, the recognition of revenue was recognized at the time of shipment.

Net (Loss) Per Share of Common Stock

The following table sets forth the computation of basic and diluted earnings per share:

All dilutive securities were not included in the calculation of dilutive earnings per share because the effect would be anti-dilutive when the Company has incurred a loss from operations. There are no dilutive securities, such as warrants or options, outstanding.

Recent Accounting Pronouncements

As noted in our annual report on Form 10-K for the year ended December 31, 2008 filed in April 2009, recent accounting pronouncements issued by the Financial Accounting Standards Board are not believed by the Company to have a significant material impact on the financial statements.

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                                                                                                                                                                                       Life Nutrition Products, Inc.

                                                                                                                                                            Condensed Notes to the Financial Statements (unaudited) 
                                                                                                                                                                                                  (Continued) 
                                                                                                                                                                                       June 30, 2009 and 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 $127 for the six month period ended June 30, 2009 and 2008, respectively.

Advertising

Advertising costs have been expensed as incurred and have been included in operating expenses. Advertising expense was $525 and $875 for the six month period ended June 30, 2009 and 2008, respectively.

3. PROPERTY AND EQUIPMENT

At June 30, 2009 and December 31, 2008, property and equipment consists of the following:

4. LINE OF CREDIT

Wachovia

On October 25, 2006 the Company closed on 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%. As of June 30, 2009 and December 31, 2008, there was $0 drawn on the line and $50,000 available. 

Washington Mutual

On October 18, 2006 the Company closed on 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%. The Company utilized the $25,000 line of credit for the year ending December 31, 2007.  The Company used the proceeds from the sale of stock in 2008 to pay off the line of credit. As of June 30, 2009 and December 31, 2008 there was $0 drawn on the available line of credit of $25,000.

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Life Nutrition Products, Inc.

Condensed Notes to the Financial Statements (unaudited)
(Continued)
June 30, 2009 and 2008

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENT

This quarterly filing ending June 30, 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.

APPLICATION OF CRITICAL ACCOUNTING PRACTICES

This Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report ending June 30, 2009 on Form 10-Q 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 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.

The Company has been approved by the Financial Industry Regulatory Authority (FINRA) to publicly quote common stock shares on the Over-The-Counter Bulletin Board (OTCBB). The Company’s trading symbol is LIPN which became effective on January 20, 2009. As a public company with the potential for shares to trade 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 that by having Company stock publicly quoted that it will provide the opportunity to raise additional capital.

Our current operating costs are minimal due to limited business activities, but we do incur an expense in ongoing legal and professional services to meet our SEC obligations as a publicly held company. The Company may continue to meet these

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expenses by opting to raise additional capital through sales of our common stock, loans from our board of directors, and/or other transactions to meet these obligations.

We were 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. On August 27, 2008 the Life Nutrition Products, Inc. Registration statement on Form S-1 became effective. Our principal executive office is located at 121 Monmouth Street, Red Bank, New Jersey 07701 and our phone number is (732)758-1577. Our fiscal year ends December 31.

RESULTS OF OPERATIONS

Three months ended June 30, 2009 compared to three months ended June 30, 2008

Revenue: Revenue was $378 for the three months ended June 30, 2009 compared to $1,462 for the three months ended June 30, 2008, a decrease of $1,084. This decrease is due to limited marketing activities.

Gross Profit: Gross profit was $378 for the three months ended June 30, 2009 compared to $(12,674) for the three months ended June 30, 2008, an increase of $13,052. This increase is primarily attributed to expiration of product.

Selling, General and Administrative Expenses: Selling, general and administrative expenses were $8,698 for the three months ended June 30, 2009 compared to $32,935 for the three months ended June 30, 2008, a decrease of $24,237.

Six months ended June 30, 2009 compared to six months ended June 30, 2008

Revenue: Revenue was $1,337 for the six months ended June 30, 2009 compared to $1,822 for the six months ended June 30, 2008, a decrease of $485. This decrease is due to limited marketing activities.

Gross Profit: Gross profit was $1,337 for the six months ended June 30, 2009 compared to $(12,314) for the six months ended June 30, 2008, an increase of $13,651. This increase is primarily attributed to expiration of product.

Selling, General and Administrative Expenses: Selling, general and administrative expenses were 24,055 for the six months ended June 30, 2009 compared to 56,181 for the six months ended June 30, 2008, a decrease of $32,126.

IMPACT of INFLATION

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

LIQUIDITY and CAPITAL RESOURCES

Net cash used in operating activities was $(12,320) for the six months ended June 30, 2009, compared to net cash used by operating activities $(55,949) for the six months ended June 30, 2008. This decrease in cash relates to the net loss.

The Company’s net cash provided by financing activities was $12,320 for the six months ended June 30, 2009 compared to net cash provided by financing activities of $62,212 for the six months ended June 30, 2008. The decrease was due to the Company issuing Common Stock in 2008, net of repayments of the line of credit and officers’ loans. As of June 30, 2009 there are no outstanding line(s) of credit.

As of June 30, 2009, the Company had no cash.

In the year ending December 31, 2008, the Company issued 3,750,000 of common stock shares with a par value of $0.0001 in the total amount of $250,000. The proceeds of which had been used for working capital. In 2009, the company raised $7,520 in exchange for 112,800 shares.

Obligations are being met on a month-to-month basis as cash becomes available. There can be no assurances that the Company’s present flow of cash 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.

OFF-BALANCE SHEET FINANCINGS

None

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GOVERNMENTAL REGULATIONS

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.

RESEARCH AND DEVELOPMENT

Not Applicable

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our securities may be quoted on the Over-The-Counter-Bulletin-Board (“OTCBB). The Company’s trading symbol, LIPN became effective on January 20, 2009 to be quoted on either the Over The Counter Bulletin Board (“OTCBB”), OTC-Other, or the “Pink Sheets.” In general there is greater liquidity for traded securities on the OTCBB, and less through quotation in the Pink Sheets.

Even though our common stock is quoted on the OTCBB, 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;

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• 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.

Common Stock

We have authorized 50,000,000 shares of common stock, par value $.0001 per share. For the period covered in this filing, our common stock has been approved for quotation on the OTCBB. For the period ending June 30, 2009, there were 37 common stock shareholders.

Preferred Stock

We have authorized 2,000,000 shares of blank check preferred stock, none of which is 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.

Item 4. Controls and Procedures.

(a) Evaluation of Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer, who also acts as our Principal Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The evaluation considered the procedures designed to provide assurance ensure that information required to be disclosed by us in the reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures have been designed to provide reasonable assurance of achieving their objectives. Based on that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective at that reasonable assurance level, as of June 30, 2009.

(b) Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the six months ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Reference should be made to Item 9A, Controls and Procedures, as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the SEC in April 2009. There have been no significant changes to our policies since we filed that report.

(c) Inherent Limitations on Effectiveness of Controls

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

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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.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable

Item 1A. Risk Factors

There are no material changes from the risk factors previously reported in our annual report on Form 10-K for the year 2008.

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

The Company issued an aggregate of 202,800 shares of common stock in a six month period ending, June 30, 2009 with par value of $0.0001 in exchange for consulting services and a cash investment provided by Northeast Professional Planning Group.

This issuance was made in reliance upon exemptions from registration under Section 4(2) of the Securities Act.

Item 3. Defaults Upon Senior Securities

Not Applicable

Item 4. Submission of Matters to a Vote of 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 June 30, 2009.

Item 5. Other Information.

Unregistered Sales of Equity Securities

As reported in item 2, “Unregistered Sales of Equity Securities and use of Proceeds” of the quarterly report ending, June 30, 2009 the detail of the transaction(s):

On April 30th, 2009, we approved 15,000 shares of common stock, par value $0.0001 to Northeast Professional Planning Group in exchange for consulting services.

On May 20th, 2009, we approved 112,800 shares of common stock, par value $0.0001 to Northeast Professional Planning Group in exchange for a cash investment of $7520.

On May 29th, 2009, we approved 15,000 shares of common stock, par value $0.0001 to Northeast Professional Planning Group in exchange for consulting services.

On June 30th, 2009, we iapproved 15,000 shares of common stock, par value $0.0001 to Northeast Professional Planning Group in exchange for consulting services.

For the period ending June 30, 2009, the Company issued 142,800 shares of the approved 157,800 shares on June 29, 2009 to Northeast Professional Planning Group.

In the Company’s annual report for the year ended December 31, 2008, item #10 in the notes to the financial statements, “Subsequent Event” the Company disclosed it approved an aggregate of 300,000 shares of common stock for a cash investment of $20,000. The Company issued these shares on April 1, 2009.

Item 6. Exhibits.

Exhibit Number:          Name:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on August 11, 2009.

LIFE NUTRITION PRODUCTS, INC.:

By: /s/ Michael M. Salerno
Name: Michael M. Salerno
Title: Chief Executive Officer

Date: August 11, 2009 

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

Date: August 11, 2009

By: /s/ Richard G. Birn
Name: Richard G. Birn
Title: Vice President, Director

Date: August 11, 2009

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