SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-SB

                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS

        Under Section 12(b) or (g) of the Securities Exchange Act of 1934


                              LIFE PETROLEUM, INC.
                              --------------------
                 (Name of Small Business Issuer in Its Charter)


    FLORIDA
                                                            65-0037085
 ---------------------                                  ----------------------
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

                             6790 S.W. 76th Terrace
                              South Miami, FL 33143
                         ------------------------------
                    (Address of principal executive offices)

                    Issuer's telephone number: (305) 932-0245
                                             ----------------

               Securities to be registered under Section 12(b) of
                                    the Act:

  Title of Each Class                           Name of Each Exchange on Which
  to be so Registered                           Each Class is to be Registered

       None                                     None


               Securities to be registered under Section 12(g) of
                                    the Act:


                                  COMMON STOCK
                                (Title of Class)



<PAGE>

                                     PART I

Item 1. Business

     Life Petroleum,  Inc. (the "Company") is filing this Form 10-SB to register
its common stock and thus become a reporting  company  pursuant to Section 12(g)
of the Securities Exchange Act of 1934.

History and Recent Developments

     Life  Petroleum,  Inc. was organized under the laws of the State of Florida
on  February  29,  1988 under the name  Mergers R Us,  Inc. to provide a capital
resource fund to be used to  participate in business  opportunities.  We changed
our name to Life Petroleum, Inc. in September 1989.

     In February 1989 we entered the oil and gas exploration  business in Karnes
County, Texas to purchase of a working interest in a test well being drilled and
entered into certain other transactions relating to oil and gas exploration. Our
oil and gas  exploration  activities  were not  successful and we terminated our
activities in such ventures in 1990.

     We are currently seeking to perfect a business combination with an acquired
business  which we believe  may have  significant  growth  potential.  We do not
anticipate engaging in any substantive commercial business other than a business
combination.  We have no current plan,  proposal,  agreement,  understanding  or
arrangement  to acquire or merge with any specific  business or company and have
not identified any company for investigation or evaluation.

Item 2. Plan of Operations

     Life  Petroleum,  Inc.'s  purpose  is to  seek,  investigate  and,  if such
investigation  warrants,  merge or  combine  with or acquire  an  interest  in a
business entity which desires to seek the perceived  advantages of a corporation
which has a class of securities  registered  under the Exchange Act. We will not
restrict our search to any specific business, industry, or geographical location
and may participate in a business venture of virtually any kind or nature.

     Life Petroleum,  Inc. may seek a business  opportunity  with entities which
have  recently  commenced  operations,  or  which  wish to  utilize  the  public
marketplace  in order to raise  additional  capital in order to expand  into new
products or markets, to develop a new product or service, or for other corporate
purposes.  Life  Petroleum,  Inc. may acquire assets and establish  wholly-owned
subsidiaries   in  various   businesses  or  acquire   existing   businesses  as
subsidiaries.

Selection of a business to acquire

     Life  Petroleum,   Inc.  anticipates  that  the  selection  of  a  business
opportunity  in  which to  participate  will be  complex  and  extremely  risky.
Management  believes  (but has not conducted any research to confirm) that there
are business  entities seeking the perceived  benefits of a publicly  registered
corporation.  Such perceived benefits may include  facilitating or improving the
terms on which additional  equity financing may be sought,  providing  liquidity
for incentive stock options or similar benefits to key employees, increasing the
opportunity to use securities for acquisitions,

                                        1

<PAGE>

providing liquidity for stockholders and other factors.  Business  opportunities
may be  available  in  many  different  industries  and  at  various  stages  of
development,  all of which will make the task of comparative  investigation  and
analysis of such business opportunities difficult and complex.

     The analysis of new business  opportunities will be undertaken by, or under
the supervision of, Life Petroleum,  Inc.  officers and directors.  In analyzing
prospective business opportunities, management will consider such matters as the
available  technical,  financial and managerial  resources;  working capital and
other financial requirements;  history of operations,  if any; prospects for the
future; nature of present and expected  competition;  the quality and experience
of management  services which may be available and the depth of that management;
the potential for future research,  development,  or exploration;  specific risk
factors  not now  foreseeable  but which then may be  anticipated  to impact the
proposed  activities  of Life  Petroleum,  Inc.;  the  potential  for  growth or
expansion;  the  potential  for profit;  the  perceived  public  recognition  or
acceptance of products,  services,  or trades;  name  identification;  and other
relevant  factors.  This discussion of the proposed  criteria is not meant to be
restrictive of Life Petroleum,  Inc.'s virtually unlimited  discretion to search
for and enter into potential business opportunities.

     Life Petroleum,  Inc. may enter into a business combination with a business
entity that  desires to  establish  a public  trading  market for its shares.  A
target company may attempt to avoid what it deems to be adverse  consequences of
undertaking its own public offering by seeking a business  combination with Life
Petroleum,  Inc.  Such  consequences  may include,  but are not limited to, time
delays of the registration process,  significant expenses to be incurred in such
an offering,  loss of voting control to public  stockholders or the inability to
obtain an underwriter or to obtain an underwriter on satisfactory terms.

     Life Petroleum,  Inc. will not restrict its search for any specific kind of
business  entity,  but may  acquire a  venture  which is in its  preliminary  or
development state, which is already in operation, or in essentially any stage of
its business  life.  It is  impossible to predict at this time the status of any
business in which Life Petroleum, Inc. may become engaged, in that such business
may need to seek  additional  capital,  may desire to have its  shares  publicly
traded,  or may seek other perceived  advantages which Life Petroleum,  Inc. may
offer.

     Life  Petroleum,  Inc.  management,  will  rely  upon  its own  efforts  in
accomplishing the business purposes of Life Petroleum,  Inc. Outside consultants
or advisors may be utilized by Life Petroleum,  Inc. to assist in the search for
qualified target companies. If Life Petroleum,  Inc. does retain such an outside
consultant or advisor, any cash fee earned by such person may need to be assumed
by a third party or the target company, as Life Petroleum, Inc. has limited cash
assets with which to pay such obligation.

     Following a business combination, Life Petroleum, Inc. may benefit from the
services of others in regard to accounting,  legal services,  underwritings  and
corporate  public  relations.  If requested by a target company,  management may
recommend one or more  underwriters,  financial  advisors,  accountants,  public
relations firms or other consultants to provide such services.


                                        2

<PAGE>

     A potential  target  company may have an  agreement  with a  consultant  or
advisor  providing that services of the consultant or advisor be continued after
any business  combination.  Additionally,  a target  company may be presented to
Life Petroleum,  Inc. only on the condition that the services of a consultant or
advisor be continued after a merger or acquisition.  Such preexisting agreements
of  target  companies  for  the  continuation  of  the  services  of  attorneys,
accountants,  advisors or  consultants  could be a factor in the  selection of a
target company.

Structuring of a Business Combination

     In implementing a structure for a particular business  acquisition,  we may
become a party to a merger,  consolidation,  reorganization,  joint venture,  or
licensing  agreement  with another  corporation  or entity.  We may also acquire
stock or assets of an existing business.

     While the terms of a business transaction to which Life Petroleum, Inc. may
be a party cannot be predicted,  it is expected that the parties to the business
transaction  will desire to avoid the  creation  of a taxable  event and thereby
structure the acquisition in a "tax-free"  reorganization  under Sections 351 or
368 of the Internal Revenue Code of 1986, as amended.

     With  respect  to any  merger  or  acquisition  negotiations  with a target
company,  management  expects  to  focus  on the  percentage  ownership  of Life
Petroleum,  Inc. which target company shareholders would acquire in exchange for
their  shareholdings in the target company.  Depending upon, among other things,
the target company's assets and liabilities,  Life Petroleum,  Inc. stockholders
will in all likelihood hold a substantially lesser percentage ownership interest
in Life Petroleum,  Inc. following any merger or acquisition.  The percentage of
ownership may be subject to significant  reduction in the event Life  Petroleum,
Inc.  acquires  a  target  company  with  substantial   assets.  Any  merger  or
acquisition  effected  by  Life  Petroleum,  Inc.  can  be  expected  to  have a
significant  dilutive effect on the percentage of shares held by Life Petroleum,
Inc. stockholders at such time.

     Life Petroleum,  Inc. will participate in a business opportunity only after
the negotiation and execution of appropriate  agreements.  Although the terms of
such  agreements  cannot be predicted,  generally such  agreements  will require
certain  representations  and  warranties of the parties  thereto,  will specify
certain  events of default,  will detail the terms of closing and the conditions
which must be satisfied  by the parties  prior to and after such  closing,  will
outline  the  manner of  bearing  costs,  including  costs  associated  with our
attorneys and accountants, and will include miscellaneous other terms.

     Life Petroleum,  Inc. will not acquire or merge with any entity that cannot
provide audited  financial  statements at or within a reasonable  period of time
after closing of the proposed  transaction.  Life Petroleum,  Inc. is subject to
all of the reporting  requirements  included in the  Securities  Exchange Act of
1934.  Included  in these  requirements  is the duty to file  audited  financial
statements  as part of or within 60 days  following  a Form 8-K to be filed with
the  Securities  and  Exchange  Commission  upon  consummation  of a  merger  or
acquisition,  as well as audited  financial  statements  included  in its annual
report on Form 10-KSB. If such audited financial statements are not available at
closing,  or within time parameters  necessary to ensure Life Petroleum,  Inc.'s
compliance with the  requirements of the Securities  Exchange Act of 1934, or if
the audited

                                        3

<PAGE>

financial  statements provided do not conform to the representations made by the
target company,  the closing documents may provide that the proposed transaction
will be voidable at the discretion of Life Petroleum, Inc.'s present management.

Unspecified Industry

     Life  Petroleum,  Inc.  does not intend to restrict its search for business
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in essentially any business,  to the extent of its resources.
This  includes  industries  such as  information  technology,  finance,  natural
resources,  manufacturing,  product  development,  medical,  communications  and
others.  Life  Petroleum,   Inc.'s  discretion  in  the  selection  of  business
opportunities   is   unrestricted,   subject   to  the   availability   of  such
opportunities, economic conditions, and other factors.

     To date, Life Petroleum,  Inc. has not identified any business  opportunity
that it plans to pursue,  nor has Life Petroleum,  Inc. reached any agreement or
definitive understanding with any person or entity concerning an acquisition.

     Any entity  which has an interest in being  acquired  by, or merging  into,
Life Petroleum, Inc. is expected to be an entity that desires to become a public
company and  establish a public  trading  market for its  securities.  There are
various reasons why an entity would wish to become a public company, including:

o    the ability to use  registered  securities as currency in  acquisitions  of
     assets or businesses;

o    increased visibility in the financial community;

o    the facilitation of borrowing from financial institutions;

o    increased liquidity to investors;

o    greater ease in raising capital;

o    compensation of key employees through varying types of equity incentives;

o    enhanced corporate image; and

o    a presence in the United States capital markets.

     Management believes that the sought after business  opportunity will likely
be:

o    a business  entity with the goal of  becoming a public  company in order to
     use Life  Petroleum,  Inc.'s  registered  securities for the acquisition of
     assets or businesses;

o    a company which is unable to find an  underwriter  of its  securities or is
     unable to find an underwriter of its securities on terms acceptable to it;

                                        4

<PAGE>




o    a company  that wishes to become  public  with less  dilution of its common
     stock than would occur upon an underwriting;

o    a company that believes that it will be able to obtain  investment  capital
     on more favorable terms after it has become public; or

o    a foreign  company  that  wishes to make an  initial  entry into the United
     States securities markets.

     Life  Petroleum,  Inc. is unable to predict  when it may  participate  in a
business  opportunity.  It  expects,  however,  that the  analysis  of  specific
proposals and the selection of a business  opportunity  may take several months,
or perhaps longer. No assurances can be given that Life Petroleum,  Inc. will be
able to  enter  into a  business  combination,  as to the  terms  of a  business
combination, or as to the nature of the target company.

Employees

     We have no employees.

Competition

     Life Petroleum,  Inc. expects to encounter  substantial  competition in its
efforts to locate  attractive  business  opportunities,  primarily from business
development  companies,  venture capital partnerships and corporations,  venture
capital affiliates of large industrial and financial companies, small investment
companies,  and wealthy  individuals.  Many of these  entities and other persons
have  significantly  greater  financial  and  personnel  resources and technical
expertise  than  Life  Petroleum,  Inc.  As a result of Life  Petroleum,  Inc.'s
combined limited financial resources and limited management  availability,  Life
Petroleum,  Inc. will continue to be at a significant  competitive  disadvantage
compared to its competitors.

Item 3.  Description of Property.

     Through an oral agreement with our President the offices of Life Petroleum,
Inc. are located at 6790 S.W. 76th  Terrace,  South Miami,  FL 33143.  There has
been no rental charge to Life Petroleum, Inc. for office space, equipment rental
or phone usage as the usage has been  minimal.  We do not  anticipate  acquiring
separate office facilities until such time we complete a merger,  acquisition or
other business combination.

Item 4.  Security Ownership of Certain Beneficial Owners and  Management.

     The  following  table  sets  forth,  as of July 25,  2001,  the  beneficial
ownership of our outstanding  shares of common stock by (1) the only persons who
own of record or are known to own,  beneficially,  more than 5% of the Company's
Common Stock;  (2) each director and executive  officer of the Company;  and (3)
all directors and officers as a group.

                                        5

<PAGE>

                                                     Number of
         Name                                        Shares(1)        Percent(1)
         ----                                        -----------     ----------

         Bradley W. Cassel and                       8,000,000          5.2%
         and Robin G. Cassel, Jt. Wros.
         6790 S.W. 76th Terrace
         South Miami, FL 33143

         James S. Cassel and                         14,718,900         9.6%
         Mindy E. Cassel, Jt. Wros.
         800 Douglas Road
         La Puerta del Sol, Ste. 245
         Coral Gables, FL 33134

         Securities Counseling and                   16,500,000        10.7%
            Management Inc.
         21131 N.E. 24th Court
         Miami, FL 33180

         All directors and officers                  8,000,000          5.2%
         as a group (1) person


(1)      Based upon 153,940,200 shares outstanding on July 25, 2001

Item 5.  Directors, Executive Officers, Promoters and Corporate Persons.

         The directors, executive officers and key employees of the Company are:

         Name                   Age      Position
         Bradley W. Cassel       48      Director, President, Treasurer
                                         and Secretary

     Mr. Cassel has been President and a director of the Company since inception
in 1987 and has been Treasurer and Secretary since 1990. He has been employed as
a site acquisition  specialist with Lotterman Real Estate  Services,  Inc. since
February 2001.  From May 1999 to February 2001 he was an  independent  investor.
From August 1998 to May 1999 he was a registered  representative  with  Cardinal
Capital Management, Inc., a registered broker/dealer.  From January 1997 through
August 1998 he was a registered  representative with Barber and Bronson, Inc., a
registered broker/dealer.


                                        6

<PAGE>
                           Summary compensation table

     The  following  table sets forth the total  compensation  paid to our chief
executive  officer for the last three fiscal years. No executive  officer of the
company received compensation of $100,000 or more during such period.

                                                                 Other Annual
Name and Principal Position      Year       Salary     Bonus     Compensation
Bradley W. Cassel, President     2000       -0-         -0-        -0-
                                 1999       -0-         -0-        -0-
                                 1998       -0-         -0-        -0-

     The Company does not have any long term compensation  plans or stock option
plans.

Director Compensation

     No other fees are paid for director services.

Employment Agreements

     The Company does not have any written employment agreements.

Item 7.  Certain Relationships and Related Transactions.

     In March  2001 we  entered  into a  consulting  agreement  with  Securities
Counseling  &  Management,  Inc.  and agreed to issue  16,500,000  shares of our
common stock as consideration.  Prior to that agreement neither such corporation
or its principals had any association with Life Petroleum, Inc.

Item 8.  Description of Securities.

         Common Stock

     We are authorized to issue 750,000,000  shares of Common Stock,  $.0001 par
value.  The holders of Common Stock are entitled to one vote for each share held
of record on all matters to be voted on by stockholders.  There is no cumulative
voting  with  respect to the  election  of  directors,  with the result that the
holders of more than 50% of the shares voting for the election

                                        7

<PAGE>

of directors can elect all of the directors then up for election. The holders of
Common Stock are entitled to receive  dividends  when, as and if declared by the
Board of Directors  out of funds  legally  available  therefor.  In the event of
liquidation,  dissolution  or winding up of the  Company,  the holders of Common
Stock are entitled to share ratably in all assets  remaining which are available
for  distribution  to them after payment of liabilities  and after provision has
been made for each class of stock,  if any,  having  preference  over the Common
Stock.  Holders  of  shares  of  Common  Stock,  as  such,  have no  conversion,
preemptive or other subscription rights, and there are no redemption  provisions
applicable to the Common Stock.  All of the  outstanding  shares of Common Stock
are fully paid and nonassessable.

Preferred Stock

     We are authorized to issue 5,000,000  shares of preferred  stock,  $.01 par
value. We have not issued any of our preferred stock.


                                        8

<PAGE>


                                     PART II

Item 1.   Market Price of and  Dividends on the  Registrant's  Common Equity and
          other Shareholder Matters.

     The Company's Common Stock has not traded in the last three years.

     There are no restrictions on the payment of dividends.  As of July 25, 2001
there were approximately 185 holders of record of the Company's common stock.

Item 2.   Legal Proceedings.

     None.

Item 3.   Changes In and Disagreements With Accountants.

     None.

Item 4.    Recent Sales of Unregistered Securities.

     The  following  provides  information  concerning  all sales of  securities
within the last three years which were not  registered  under the Securities Act
of 1933:

     In September  2000,  pursuant to an  agreement in March 2001,  we agreed to
issue  16,500,000  shares  of our  common  stock to  Securities  and  Counseling
Management   Inc.  for  consulting   services.   Such  shares  are  exempt  from
registration under the Securities Act of 1933 pursuant to Rule 701.

     From January  2001 to June 2001,  we sold  53,751,200  shares of our common
stock to 8 investors for $20,000.  The sales were exempt from registration under
the  Securities  Act of 1933 pursuant to Rule 506 of Regulation D. The investors
were "accredited investors" as defined in Rule 501.

     In March 2001, we agreed to issue  3,600,000  shares of our common stock to
Joel  Bernstein  for legal  services.  Such shares are exempt from  registration
under the Securities Act of 1933 pursuant to Rule 701.

     In March 2001, we agreed to issue  1,000,000  shares of our common stock to
North American  Transfer Co. in settlement of an $8,000 account payable for past
services rendered. Such shares are exempt from registration under the Securities
Act of 1933 pursuant to Section 4(2).

                                        9

<PAGE>

     All shares were issued with restrictive legend and stop transfer orders. No
general  advertising or  solicitation  was utilized in connection  with any such
sales.  All investors were offered access to the Company's books and records and
the opportunity to meet with officers of the Company.

Item 5. Indemnification of Directors & Officers

     Our  Articles of  Incorporation  require us to  indemnify  our officers and
directors to the fullest extent permitted by Florida law.

PART F/S

The following financial statements are included herein:

Audited Financial Statements

              Independent Auditors' Report

              Balance Sheet at December 31, 2000

              Statements of Operations, years ended December 31, 2000 and 1999

              Statements of Changes in Stockholders' Equity, years ended
              December 31, 2000 and 1999

              Statements of Cash Flows, years ended December 31, 2000 and 1999

              Notes to Financial Statements.

Unaudited Financial Statements

              Balance Sheet at June 30, 2001

              Statements of Operations, six months ended June 30, 2001 and 2000

              Statements of Cash Flows, six months ended June 30, 2001 and 2000

              Notes to Financial Statements.


                                       10

<PAGE>
                              LIFE PETROLEUM, INC.

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999



                              Life Petroleum, Inc.

                                    Contents


                                                                      Page(s)


     Independent Auditors' Report                                       12

     Balance Sheet                                                      13

     Statements of Operations                                           14

     Statements of Changes in Stockholders' Deficiency                  15

     Statements of Cash Flows                                           16

     Notes to Financial Statements                                      17 - 20


                                       11
<PAGE>


                          Independent Auditors' Report


To the Board of Directors of:
  Life Petroleum, Inc.

We have audited the  accompanying  balance sheet of Life  Petroleum,  Inc. as of
December  31,  2000  and  the  related  statements  of  operations,  changes  in
stockholders'  deficiency  and cash flows for the years ended  December 31, 2000
and 1999.  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 audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  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 Petroleum, Inc. as of December
31,  2000,  and the results of its  operations  and its cash flows for the years
ended  December  31,  2000 and 1999 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 4 to the
financial  statements,  the Company's  inactive status,  accumulated  deficit of
$407,076,  and working  capital  deficiency of $10,000 raise  substantial  doubt
about its ability to continue as a going concern.  Management's  Plan in regards
to these matters is also  described in Note 4. The  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Salberg & Company
SALBERG & COMPANY, P.A.
Boca Raton, Florida
June 21, 2001

                                     12
<PAGE>
                              Life Petroleum, Inc.
                                 Balance Sheet
                               December 31, 2000


                                     Assets

Assets
Cash                                                             $   -
                                                           ------------------
Total Assets                                                     $   -
                                                            =================

                    Liabilities and Stockholders' Deficiency

Liabilities
Accounts payable                                                 $   10,000
                                                                 -------------
Total Liabilities                                                    10,000
                                                                 -------------

Stockholder's Deficiency
Preferred stock, par value $0.01, 5,000,000 shares authorized,   $   -
none issued and outstanding
Common stock, par value $0.0001, 750,000,000 shares authorized,
79,089,000 share issued and outstanding                              7,909
Additional paid-in capital                                         389,167
Accumulated deficit                                               (407,076)
                                                                  ------------
Total Stockholders' Deficiency                                     (10,000)
                                                                  ------------

Total Liabilities and Stockholders' Deficiency                   $   -
                                                                 =============


                 See accompanying notes to financial statements

                                        13
<PAGE>
                              Life Petroleum, Inc.
                            Statements of Operations



                                                   Year Ended December 31
                                               2000                     1999
                                        ------------------       ---------------
Expenses
General and administrative               $          -             $          -
                                        ------------------       ---------------
Total Expenses                                      -                        -
                                        ------------------       ---------------
Net Loss                                 $          -             $          -
                                        =================       ================
Loss per share - basic and diluted       $          -             $          -
                                        =================       ================

Weighted average -
    number of shares outstanding            79,089,000               79,089,000
                                        =================       ================

                 See accompanying notes to financial statements
                                       14

<PAGE>

                              Life Petroleum, Inc.
                Statements of Change in Stockholders' Deficiency
                     Years Ended December 31,2000 and 1999
<TABLE>
<S>                                             <C>          <C>                 <C>            <C>               <C>
                                                                               Additional
                                                    Common Stock                Paid-In        Accumulated
                                               Shares       Amount              Capital        Deficit          Total
                                            -----------------------------       ------------   ------------     -------------

Balance, December 31, 1998                 79,089,000           7,909           389,167        (407,076)        (10,000)
Net loss, 1999                                      -               -                 -               -               -
                                         -----------------    -------------     ------------   ------------     --------------
Balance, December 31, 1999                 79,089,000           7,909           389,167        (407,076)        (10,000)
Net loss, 2000                                      -               -                 -               -               -
                                         -----------------    -------------     -------------  ------------     -------------
Balance, December 31, 2000                 79,089,000        $  7,909           $389,167       $(407,076)        $(10,000)
                                         =================    =============     =============  ============     =============
</TABLE>

                 See accompanying notes to financial statements
                                       15


<PAGE>

                              Life Petroleum, Inc.
                            Statements of Cash Flow


                                                         Year Ended December 31
                                                    2000                  1999
                                              ----------------     -------------

Cash Flow from Operating Activities:
Net loss                                         $    -                   $    -
                                              ----------------     -------------
Cash Used in Operating Activities                     -                        -
                                              ----------------     -------------

Net Increase (Decrease) in Cash                       -                        -

Cash - Beginning of Period                            -                        -
                                              ----------------     -------------
Cash - End of Period                             $    -                   $    -
                                              ================     =============


                 See accompanying notes to financial statements
                                       16


<PAGE>
                              Life Petroleum, Inc.
                         Notes to Financial Statements
                               December 31, 2000

Note 1   Nature of Operations and Summary of Significant Accounting Policies

         (A) Nature of Operations

          Life  Petroleum,  Inc.  F/K/A  Mergers R Us, Inc.  (the  "Company) was
          incorporated  in the State of Florida on February  29,  1988,  for the
          purpose of seeking  business  acquisitions.  On September 8, 1989, the
          shareholders  of the Company  approved an amendment to the Articles of
          Incorporation changing the name of the Company to Life Petroleum, Inc.

          The Company never generated  revenues and had not conducted any formal
          business  operations  since  1989.  The  Company's  fiscal year end is
          December 31.

          The Company's  ability to commence  operations is contingent  upon its
          ability  to  identify  a  prospective  target  business  and raise the
          capital it will  require  through the  issuance of equity  securities,
          debt securities, bank borrowing or a combination thereof.

          (B) Use of Estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles requires management to make estimates
          and  assumptions  that  affect  the  reported  amounts  of assets  and
          liabilities  and  disclosures of contingent  assets and liabilities at
          the date of the  financial  statements  and the  reported  amounts  of
          revenues and expenses  during the  reporting  period.  Actual  results
          could differ from those estimates.

          (C) Cash and Cash Equivalent

          For purposes of the statement of cash flows, the Company considers all
          highly liquid investments purchased with an original maturity of three
          months or less to be cash equivalents.

         (D) Stock-Based Compensation

          The  Company  accounts  for  stock  options  issued  to  employees  in
          accordance with the provisions of Accounting  Principles Board ("APB")
          Opinion  No.  25,  "Accounting  for Stock  Issued to  Employees,"  and
          related interpretations. As such, compensation cost is measured on the
          date of  grant  as the  excess  of the  current  market  price  of the
          underlying stock over the exercise price.  Such  compensation  amounts
          are amortized over the respective vesting periods of the option grant.
          The  Company  adopted  the  disclosure  provisions  of SFAS  No.  123,
          "Accounting for Stock-Based  Compensation,"  which permits entities to
          provide pro forma net income (loss) and pro forma earnings  (loss) per
          share   disclosures  for  employee  stock  option  grants  as  if  the
          fair-valued based method defined in SFAS No. 123 had been applied.

                                       17
<PAGE>

                              Life Petroleum, Inc.
                         Notes to Financial Statements
                               December 31, 2000

          The Company  accounts for stock options  issued to  non-employees  for
          goods or services in accordance with SFAS 123.

          The  Company  accounts  for stock  issued for goods or services at the
          stock's fair market value on the grant dates.

          (E) Net Loss Per Share

          Basic net income (loss) per common share (Basic EPS) excludes dilution
          and is computed  by dividing  net income  (loss)  available  to common
          stockholder   by  the   weighted-average   number  of  common   shares
          outstanding for the period. Diluted net income per share (Diluted EPS)
          reflects the  potential  dilution that could occur if stock options or
          other contracts to issue common stock were exercised or converted into
          common  stock or  resulted in the  issuance of common  stock that then
          shared in the earnings of the Company.  At December 31, 2000 and 1999,
          there were no common stock equivalents outstanding.

          (F) Income Taxes

          The Company  accounts for income taxes under the Financial  Accounting
          Standards Board of Financial Accounting Standards No. 109, "Accounting
          for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax
          assets and liabilities are recognized for the future tax  consequences
          attributable to differences  between the financial  statement carrying
          amounts of existing assets and  liabilities  and their  respective tax
          basis.  Deferred tax assets and  liabilities  are  measured  using the
          enacted tax rates  expected to apply to taxable income in the years in
          which those  temporary  differences  are  expected to be  recovered or
          settled.  Under  Statement  109, the effect on deferred tax assets and
          liabilities  of a change in tax rates is  recognized  in income in the
          period that includes the enactment date.

Note 2   Stockholders' Equity

          (A) Preferred Stock

          The  Company is  authorized  to issue  5,000,000  shares of  preferred
          stock, par value $0.01 per share,  issuable in such series and bearing
          such voting,  dividend,  conversion,  liquidation and other rights and
          preferences  as the  Company's  Board of Directors may  determine.  No
          shares of the Company's Preferred stock are outstanding.

                                       18
<PAGE>

                              Life Petroleum, Inc.
                         Notes to Financial Statements
                               December 31, 2000

          (B) Common Stock

          The Company is authorized to issue  750,000,000  shares of its $0.0001
          par value common stock.  All common stock warrants  previously  issued
          have expired as of December 31, 1999. Subsequent to December 31, 2000,
          the Company issued common shares for cash,  debt,  and services.  (See
          Note 5)

Note 3   Income Taxes

There was no income tax expense for the years ended  December  31, 2000 and 1999
due to the Company's inactive status.

The Company's tax expense differs from the "expected" tax expense  (benefit) for
the years ended  December  31, 2000 and 1999  (computed  by applying the Federal
Corporate tax rate of 34% to loss before taxes), as follows:

                                                  2000             1999
                                                ------------     -----------
Computed "expected" tax expense (benefit)       $      -            $   -
Effect of net operating losses                         -                -
                                                ------------     -----------
                                                $      -            $   -
                                                ============     ===========

The effects of temporary  differences that gave rise to significant  portions of
deferred tax assets and liabilities at December 31, 2000 are as follows:

                                                                2000
                                                             --------------

Deferred tax assets:
Net operating loss carryforward                         $    138,405
                                                             --------------
Total gross deferred tax assets                              138,405
Less valuation allowance                                     (138,405)
                                                             --------------
Net deferred tax assets                                 $    -
                                                             ==============

The net  operating  loss  carryforward  at December  31, 2000 was  approximately
$407,076,  which  expires  starting  in  2003  through  2007.  Usage  of the net
operating  loss  carryforward  may be  limited if a change in  ownership  of the
Company occurs.

Note 4   Going Concern

As reflected in the accompanying financial statements,  the Company is inactive,
had an  accumulated  deficit of $407,076  through  December 31, 2000,  and had a
working  capital  deficit of $10,000 at December  31,  2000.  The ability of the
Company to continue as a going concern is dependent on the Company's  ability to
identify an  acquisition  or merger  candidate or develop a business  plan.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

                                       19
<PAGE>

                              Life Petroleum, Inc.
                         Notes to Financial Statements
                               December 31, 2000

Management  intends on seeking a merger  candidate or  developing a new business
plan. In addition, the Company raised $20,000 subsequent to year end. Management
believes that the actions  presently being taken provide the opportunity for the
Company to continue as a going concern.

Note 5   Subsequent Events

During January to June 2001,  the Company  authorized the issuance of 53,751,200
common shares for $20,000 under a private  placement,  20,100,000  common shares
for services rendered and 1,000,000 shares in exchange for $8,000 of outstanding
accounts  payable.  The shares for  services  and  payables  were  valued at the
contemporaneous cash-offering price resulting in an expense of $7,479 and a gain
on settlement of $7,628.

                                       20

<PAGE>

                              LIFE PETROLEUM, INC.

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                                  JUNE 30, 2001


                              Life Petroleum, Inc.

                                    Contents

                                                             Page(s)

     Balance Sheet                                           22

     Statements of Operations                                23

     Statements of Cash Flows                                24

     Notes to Financial Statements                           25

                                       21
<PAGE>

                              Life Petroleum, Inc.
                                  Balance Sheet
                                  June 30, 2001


                                     Assets

Assets
Cash                                                              $   11,343
                                                                  -------------

Total Assets                                                      $   11,343
                                                                  ==============

                    Liabilities and Stockholders' Equity

Liabilities
Accounts payable                                                    $   8,008
                                                                  --------------
Total Current Liabilities                                               8,008
                                                                  --------------

Stockholder's Equity
Preferred stock, par value $0.01, 5,000,000 shares authorized,
 none issued and outstanding                                               -
Common stock, par value $0.0001, 750,000,000 shares authorized,
79,089,000 shares issued and outstanding                                7,909
Common stock issuable (74,851,200 shares)                               7,486
Additional paid-in capital                                            409,632
Accumulated deficit                                                  (421,692)
                                                                  --------------
Total Stockholders' Equity                                              3,335
                                                                  --------------
Total Liabilities and Stockholders' Equity                         $   11,343
                                                                  ==============

                 See accompanying notes to financial statements
                                       22
<PAGE>


                              Life Petroleum, Inc.
                            Statements of Operations

                                                       Six Months Ended June 30,
                                                    2001                   2000
                                               --------------       ------------
Expenses
Consulting expense                             $   7,479              $     -
General and administrative                         2,305                    -
Professional fees                                 12,608                    -
                                               --------------       ------------
Total Expenses                                    22,392                    -
                                               --------------       ------------

Loss from Operations                             (22,392)                   -

Other Income
Interest income                                      148                    -
                                               --------------       ------------
Total Other Income                                   148                    -

Loss before extraordinary item                   (22,244)                   -

Extraordinary gain on settlement of
         accounts payable                          7,628                    -
                                               ---------------      ------------

Net Loss                                      $  (14,616)           $       -
                                               ===============      ============

Loss per share - basic and diluted            $        -            $       -
                                               ===============      ============

Weighted average - number of shares outstanding   119,085,891         79,089,000
                                               ===============      ============


                 See accompanying notes to financial statements
                                       23
<PAGE>
                              Life Petroleum, Inc.
                            Statements of Cash Flow


                                                      Six Months Ended June 30,
                                                   2001                     2000
                                                ----------             ---------

Cash Flows from Operating Activities:
Net loss                                        $  (14,616)            $      -
Stock based consulting expense                       7,479                    -
Gain on settlement of accounts payable              (7,628)                   -
Increase in accounts payable                         6,008                    -
                                                ------------           ---------

Cash Used in Operating Activities                  (8,757)                    -
                                                ------------           ---------

Cash Flows from Financing Activities:
Proceeds from sales of common stock                20,000                     -
Contributed capital                                   100                     -
                                                ------------           ---------
                                                ------------           ---------

Net Increase (Decrease) in Cash                    11,343                     -

Cash - Beginning of Period                              -                     -
                                                ------------          ----------

Cash - End of Period                           $  11,343              $       -
                                               ==============        ===========

                 See accompanying notes to financial statements
                                       24
<PAGE>

                              Life Petroleum, Inc.
                         Notes to Financial Statements
                                 June 30, 2001
                                  (Unaudited)


Note 1   Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
and the rules and  regulations  of the  Securities  and Exchange  Commission for
interim  financial  information.  Accordingly,  they  do  not  include  all  the
information  and  footnotes  necessary  for  a  comprehensive   presentation  of
financial position and results of operations.

It is management's opinion,  however, that all material adjustments  (consisting
of normal recurring  adjustments)  have been made which are necessary for a fair
financial  statements  presentation.  The results for the interim period are not
necessarily indicative of the results to be expected for the year.

For further information, refer to the audited financial statements and footnotes
for the years ending  December 31, 2000 and 1999 included in the Company's  Form
10-SB.

Note 2   Stockholders' Equity

During January to June 2001,  the Company  authorized the issuance of 53,751,200
common shares for $20,000 under a private  placement,  20,100,000  common shares
for services rendered and 1,000,000 shares in exchange for $8,000 of outstanding
accounts  payable.  The shares for  services  and  payables  were  valued at the
contemporaneous cash-offering price resulting in an expense of $7,479 and a gain
on settlement of $7,628.

Note 3   Going Concern

As reflected in the accompanying  financial statements,  the Company is inactive
and had an accumulated deficit of $421,692 through June 30, 2001. The ability of
the Company to continue as a going concern is dependent on the Company's ability
to identify an acquisition  or merger  candidate or develop a business plan. The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

Management  intends on seeking a merger  candidate or  developing a new business
plan.  Management  believes that the actions  presently  being taken provide the
opportunity for the Company to continue as a going concern.

                                       25
<PAGE>



                                    PART III

Item 1.          Exhibits
Exhibit No.                  Description

2(a)                         Articles of Incorporation of the Registrant

2(b)                         Articles of Amendment to Artciles of Incorporation

2(c)                         By-Laws of the Registrant

13                           Agreement with Securities Counseling & Management,
                             Inc.


                                   SIGNATURES

     In accordance  with Section 12 of the Exchange Act of 1934,  the registrant
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized this 25th day of July, 2001.

                              LIFE PETROLEUM, INC.



                             By: s/Bradley W. Cassel
                      ------------------------------------
                                Bradley W. Cassel
                                    President



                                       26