2

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                For the Quarterly Period Ended September 30, 2001

                           Commission File No. 0-33041

                              LIFE PETROLEUM, INC.
           -----------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


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

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

                                 (305) 751-3232
               --------------------------------------------------
              (Registrant's telephone number, including area code)

                              Life Petroleum, Inc.
                             6790 S.W. 76th Terrace
                              South Miami, FL 33143
                                  305-932-0245
                ------------------------------------------------
                      (Former Address and telephone number)

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.

                             Yes             No X
                         --------------- ---------------

Number of shares outstanding of each of the issuer's classes of common equity:

As of October 1, 2001,  the Company had a total of  160,658,200 shares of Common
Stock outstanding.

Transitional Small Business Disclosure Format: Yes [ ] No [ X ]




<PAGE>

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS







                              LIFE PETROLEUM, INC.

                              FINANCIAL STATEMENTS
                                   (UNAUDITED)

                               SEPTEMBER 30, 2001






<PAGE>



                              Life Petroleum, Inc.


                                    Contents


                                                                    Page(s)
                                                                  ----------

     Balance Sheets                                                   1

     Statements of Operations                                         2

     Statements of Cash Flows                                         3

     Notes to Financial Statements                                    4






<PAGE>



                              Life Petroleum, Inc.
                                 Balance Sheets




                                     Assets
<TABLE>
<S>                                                                     <C>                         <C>
                                                                  September 30, 2001           December 31, 2000
                                                                      (Unaudited)
                                                                ------------------------      -----------------------

Assets
Cash                                                         $                   6,547     $                   -
                                                                ------------------------      -----------------------
Total Assets                                                 $                   6,547     $                   -
                                                                ========================      =======================


                                 Liabilities and Stockholders' Equity (Deficiency)

Liabilities
Accounts payable                                             $                   1,508     $                 10,000
                                                                ------------------------      -----------------------
Total Current Liabilities                                                        1,508                       10,000
                                                                ------------------------      -----------------------

Stockholders' Equity (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 shares issued and outstanding                          7,909                        7,909
Common stock issuable (81,570,100 shares at par value)                           8,158                         -
Additional paid-in capital                                                     411,460                      389,167
Accumulated deficit                                                           (422,488)                    (407,076)
                                                                ------------------------      -----------------------
Total Stockholders' Equity (Deficiency)                                          5,039                      (10,000)
                                                                ------------------------      -----------------------
Total Liabilities and Stockholders' Equity (Deficiency)      $                   6,547     $                   -
                                                                ========================      =======================

</TABLE>

                 See accompanying notes to financial statements

                                     Page 1
<PAGE>



                              Life Petroleum, Inc.
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<S>                                            <C>                      <C>                     <C>                   <C>

                                                Three Months Ended September 30,              Nine Months Ended September 30,
                                            -----------------------------------------     ----------------------------------------
                                                  2001                    2000                  2001                   2000
                                            -----------------       -----------------     -----------------       ----------------
Expenses
Consulting expense                          $             -         $          -          $         7,479         $         -
General and administrative                              595                    -                    2,900                   -
Professional fees                                       280                    -                   12,888                   -
                                            -----------------       -----------------     -----------------       ----------------
Total Expenses                                          875                    -                   23,267                   -
                                            -----------------       -----------------     -----------------       ----------------
Loss from Operations                                   (875)                   -                  (23,267)                  -
                                            -----------------       -----------------     -----------------       ----------------
Other Income
Interest income                                          79                    -                      227                   -
                                            -----------------       -----------------     -----------------       ----------------
Total Other Income                                       79                    -                      227                   -
                                            -----------------       -----------------     -----------------       ----------------

Loss before extraordinary item                         (796)                   -                  (23,040)                  -

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

Net Loss                                 $             (796)     $             -       $          (15,412)     $            -
                                            =================       =================     =================       ================

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

Weighted average - number of shares             157,299,650              79,089,000           132,011,133             79,089,000
    outstanding                             =================       =================     =================       ================

</TABLE>
                 See accompanying notes to financial statements
                                     Page 2
<PAGE>



                              Life Petroleum, Inc.
                             Statements of Cash Flow
                                   (Unaudited)

                                            Nine Months Ended September 30,
                                        ----------------------------------------
                                               2001                   2000
                                        -------------------      ---------------

Cash Flows from Operating Activities:
Net loss                                 $         (15,412)      $          -
Adjustments to reconcile net loss to
  net cash used in operating activities:
Stock based consulting expense                       7,479                  -
Gain on settlement of accounts payable              (7,628)                 -
Decrease in accounts payable                        (2,000)                 -
                                         -------------------      --------------
Net Cash Used in Operating Activities              (17,561)                 -
                                         -------------------      --------------

Cash Flows from Financing Activities:
Proceeds from sales of common stock                 22,500                  -
Contributed capital                                    100                  -
                                         -------------------      --------------

Net Cash Provided by Financing Activities           22,600                  -
                                         -------------------      --------------

Net Increase in Cash                                 5,039                  -

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

Cash - End of Period                      $          5,039       $          -
                                          ===================      =============


                 See accompanying notes to financial statements
                                     Page 3

<PAGE>


                              Life Petroleum, Inc.
                          Notes to Financial Statements
                               September 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-KSB.

Note 2   Stockholders' Equity

During  August 2001,  the Company  authorized  the issuance of 6,718,900  common
shares for $2,500 under a private placement.

Note 3   Going Concern

As reflected in the accompanying  financial statements,  the Company is inactive
and had an  accumulated  deficit of $422,488  through  September  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.


                                     Page 4
<PAGE>


ITEM 2.   PLAN OF OPERATIONS

INTRODUCTORY STATEMENT

     The Private  Securities  Litigation Reform Act provides a "safe harbor" for
forward-looking statements.  Certain statements included in this form 10-QSB are
forward  looking and are based on the  Company's  current  expectations  and are
subject to a number of risks and  uncertainties  that could cause actual results
to differ significantly from results expressed or implied in any forward-looking
statements  made by, or on behalf  of,  the  Company.  The  Company  assumes  no
obligation to update any forward-looking statements contained herein or that may
be made from time to time by, or on behalf of, the Company.

     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,   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.


                                     Page 5

<PAGE>


     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.

     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.

                                     Page 6

<PAGE>


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 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.


                                     Page 7

<PAGE>


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;

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.

                                     Page 8

<PAGE>


     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.


                                     PART II

ITEM 2.  CHANGES IN SECURITIES

     During the quarter  ended  September 30, 2001,  the Company sold  6,718,900
shares of common  stock for $2500 to an  accredited  investor.  Such shares were
issued with registration under the Securities Act of 19933 pursuant an exemption
from registration under Rule 506 of Regulation D. The investor acknowledged such
shares were  purchased for  investment and would contain a restriction on resale
without registration or an exemption and a legend restricting transfer.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)      Exhibits - None.

    (b)      There were no reports on Form 8-K filed during the quarter ended
             September 30, 2001.


                                   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.

                              LIFE PETROLEUM, INC.



Dated:  October 24, 2001                     By: /s/Bradley Cassel
                                       ----------------------------------------
                                             Bradley Cassel, President
                                               Chief Executive Officer
                                             Principal Accounting Officer


                                     Page 9