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

                                   Form 10-KSB
              Annual report pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934,
                                   as amended
                   For the fiscal year ended December 31, 2001

                         Commission File Number 0-33041

                              Life Petroleum, Inc.
               (Name of Small Business Registrant in its charter)

     Florida: (State or other jurisdiction of incorporation or organization)

               65-0037085: (I.R.S. Employer Identification Number)

       Life Petroleum, Inc., 6790 S.W. 76th Terrace, South Miami, Fl 33143
           (Address of principal executive offices including zip code)

                 (305) 667-0441 (Registrant's telephone number)

                 Not Applicable (Former address of our Company)

           Securities registered under Section 12(b) of the Act: None

    Title of each class: None Name of each exchange on which registered: None

 Securities Registered under Section 12(g) of the Act: Common Stock, $0.0001 par
                             value (Title of Class)

     Check whether the Registrant (1) filed all reports  required to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934, as amended,  during
the past  twelve  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:  All reports prior to report date  (December
31, 2001) have been filed. Yes [X] No []

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the best of the  Registrant's  knowledge,  in definitive proxy or
information  statements  incorporated  by  reference,  in Part III of this  Form
10-KSB or any amendment to this Form 10-KSB: [x]

     State Registrant's  revenues for its most recent fiscal year: $ 0 (for year
ended December 31, 2001)

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days:  $53,101 based on the last transaction  price of $0.00039 as of June 27th,
2001, there being 136,158,200  shares of common stock held by persons other than
officers, directors or control persons of the Registrant on such date.

     State the number of shares outstanding of each of the Registrant's  classes
of equity, as of the latest practicable date:160,659,100 shares of common stock,
as of February 15, 2002.

                                     Page 1


<PAGE>

                 Caveat Pertaining to Forward Looking Statements

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for  forward-looking  statements.  Certain of the  statements  contained
herein,  which are not historical  facts,  are  forward-looking  statements with
respect to events,  the  occurrence of which  involve  risks and  uncertainties.
These  forward-  looking  statements  may  be  affected,  either  positively  or
negatively,  by various factors.  Information  concerning potential factors that
could affect our Company is detailed from time to time in our Company's  reports
filed  with  the  Securities  and  Exchange  Commission.  This  report  contains
forward-looking  statements  relating to our Company's current  expectations and
beliefs. These include statements concerning operations,  performance, financial
condition and anticipated growth. For this purpose,  any statements contained in
this Form 10-KSB that are not statements of historical fact are  forward-looking
statements.  Without  limiting the  generality of the  foregoing,  words such as
"may", "will", "expect", "believe", "anticipate", "intend", "could", "estimate",
or  "continue",  or the  negative  or  other  variation  thereof  or  comparable
terminology,   are  intended  to  identify  forward-looking  statements.   These
statements by their nature involve  substantial risks and uncertainties that are
beyond our Company's control. Should one or more of these risks or uncertainties
materialize  or should our Company's  underlying  assumptions  prove  incorrect,
actual outcomes and results could differ  materially from those indicated in the
forward-looking statements.



                                     Page 2


<PAGE>

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

Organization

     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.  The Company
changed its 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 a working interest in a test well being drilled,  and
the Company  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.

Business

     Life  Petroleum,  Inc.,  currently  has no business  operations  other that
seeking a  business  combination,  the  success  of which can not be given.  The
Company  has  no  current  plan,   proposals,   agreements,   understanding   or
arrangements  to acquire or merge with any specific  business or company and has
not identified any company for investigation or evaluation.  The company has not
generated any revenue for the fiscal year ended  December 31, 2001, and does not
anticipate generating any revenue in the near future, if ever.

Employees

     The Company has no full time employees.

ITEM 2.           DESCRIPTION OF PROPERTY.

     Through an oral agreement with the Company's  President the offices of Life
Petroleum, Inc. are currently located at 6790 S.W. 76th Terrace, South Miami, FL
33143. There has been no rental charge, and none is accruing, to our Company for
office space,  equipment  rental or phone usage. We do not anticipate  acquiring
separate office facilities until such time we complete a merger,  acquisition or
other business combination.

ITEM 3.           LEGAL PROCEEDINGS.

     There are currently no legal proceedings  against the Company.  The Company
is not aware of any threatened or pending litigation.


                                     Page 3


<PAGE>

ITEM 4.           SUBMISSION OF MATTERS TO SECURITY HOLDERS.

     The Company did not submit any matter to a vote of security  holders during
its fiscal year ended December 31, 2001.

                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Information.

     There  has  been no  market  for our  Company's  common  stock  during  the
preceding two years.

Our Company's Common Stock

     The  authorized   capital  stock  of  our  Company  currently  consists  of
750,000,000  shares of Common Stock,  $.0001 par value.  As of February 15, 2002
there were 187 shareholders of record.

     The  Company is also  authorized  to issue  5,000,000  shares of  Preferred
Stock, $.01 par value. As of February 15, 2002 there were no shares of preferred
stock issued and outstanding.

     Each holder of shares of our Company's Common Stock is entitled to one vote
for  each  share  held on all  matters  to be  voted  upon  by the  stockholders
generally.  The shares do not have  cumulative  voting rights,  which means that
holders of more than 50% of the shares of our Company's  Common Stock voting for
the election of Directors can elect all the  Directors of the Company,  and that
in such an event the holders of the remaining  shares would not be able to elect
a single  Director.  The approval of proposals  submitted to  stockholders  at a
meeting  requires the favorable vote of a majority of the shares voting,  except
in the case of certain  fundamental  matters  where  Florida  law  requires  the
favorable vote of at least a majority at said meeting.

     Shareholders are entitled to receive such dividends as may be declared from
time to time by the Board of Directors out of funds legally available  therefor,
and in the event of  liquidation,  dissolution  or winding up of our  Company to
share ratably in all assets remaining after payment of liabilities.  The holders
of shares of our  Company's  Common  Stock  have no  preemptive,  conversion  or
subscription rights.

     The Company has not declared any dividends on its Common Stock and does not
expect  to do so at  any  time  in the  near  future.  There  are  currently  no
restrictions on our Company's ability to declare dividends in the future,  other
than restrictions applicable to all Florida corporations involving the source of
funds for payment of dividends and their effects on the Company's solvency.

                                     Page 4


<PAGE>

ITEM 6.           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

     The Company  currently  has no  business  operations  other than  seeking a
business  combination,  the  success  of which no  assurance  can be given.  The
Company has not  generated  any revenue for the fiscal year ended  December  31,
2001,  and does not  anticipate  generating  any revenue in the near future,  if
ever.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

     Life  Petroleum,  Inc.,  reported losses from operations for the year ended
December  31,  2001 of  $24,088  and loss  from  operations  for the year  ended
December  31,  2000 of $0. Net loss for the year  ended  December  31,  2001 was
$16,201 after an  extraordinary  gain on the settlement of an account payable to
the Company's transfer agent.

     The Company had no revenues for the year ended  December 31, 2001 and 2000,
respectively.  Expenses in 2001  consisted  primarily of  professional  fees and
consulting expenses

     The  company  is  currently   not  engaged  in  business   operations,   so
accordingly, any comparisons from previous periods is not meaningful.

LIQUIDITY AND CAPITAL RESOURCES

     As of December 31, 2001, the Company had $4,250 in cash, and its ability to
operate as a going  concern  is  dependant  on its  ability to effect a business
combination or procure capital, the success of which cannot be assured.

     The financial  statements  that  accompany this report (see Part II, Item 7
below) have been prepared assuming that the our Company will continue as a going
concern. Our accountants have indicated,  however,  that our Company's financial
condition raises  substantial doubt about our Company's ability to continue as a
going concern.


                                     Page 5


<PAGE>

ITEM 7.           FINANCIAL STATEMENTS.

Index to Financial Statements and Financial Statement Schedules.

     The auditor's  report and audited balance sheet of our Company for the year
ended  December 31, 2001, and related  statements of  operations,  stockholder's
equity and cash flows for the years ended  December  31, 2001 and 2000 and notes
to financial  statements for such years,  including indexes therefor,  follow in
sequentially numbered pages numbered F6-F16.

                              LIFE PETROLEUM, INC.

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2001 AND 2000



                              Life Petroleum, Inc.

                                    Contents

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

Independent Auditors' Report                                      F7

Balance Sheet                                                     F8

Statements of Operations                                          F9

Statements of Changes in Stockholders' Equity (Deficiency)        F10

Statements of Cash Flows                                          F11

Notes to Financial Statements                                     F12- 16


                                    Page F6
<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,  2001  and  the  related  statements  of  operations,  changes  in
stockholders' equity  (deficiency),  and cash flows for the years ended December
31, 2001 and 2000.  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,  2001,  and the results of its  operations  and its cash flows for the years
ended  December  31,  2001 and 2000 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 has no revenues, is inactive, has a year 2001
loss of $16,201,  and has an  accumulated  deficit of  $423,277 at December  31,
2001,  which raises  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, P.A.
SALBERG & COMPANY, P.A.
Boca Raton, Florida
January 30, 2002

                                    Page F7
<PAGE>


                              Life Petroleum, Inc.
                                  Balance Sheet
                                December 31, 2001


                                     Assets

Current Assets
Cash                                                            $        4,250
                                                                -------------

Total Current Assets                                            $        4,250
                                                                =============


                              Stockholders' Equity

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,       7,909
  79,089,000 shares issued and outstanding
Common stock issuable (81,570,100 shares at par value)                8,157
Additional paid-in capital                                          411,461
Accumulated deficit                                                (423,277)
                                                               -------------
Total Stockholders' Equity                                     $       4,250
                                                               =============

                 See accompanying notes to financial statements
                                      Page F8
<PAGE>

                             Life Petroleum, Inc.
                            Statements of Operations
                     Years Ended December 31, 2001 and 2000


                                                   2001                 2000
                                          -----------------     ---------------
Expenses
Consulting expense                        $            6,194    $           -
General and administrative                             3,073                -
Professional fees                                     14,821                -
                                          ------------------     ---------------
Total Expenses                                        24,088                -
                                          ------------------     ---------------

Loss from Operations                                 (24,088)               -
                                          ------------------     ---------------

Other Income
Interest income                                          259                -
                                          ------------------     ---------------
Total Other Income                                       259                -
                                          ------------------     ---------------

Loss before extraordinary item                      (23,829)               -

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

Net Loss                                  $          (16,201)   $           -
                                           =================     ===============

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

Weighted average - number of shares
                outstanding                      139,251,828          79,089,000
                                           =================     ===============


                 See accompanying notes to financial statements
                                      Page F9

<PAGE>



                              Life Petroleum, Inc.
           Statements of Changes in Stockholders' Equity (Deficiency)
                     Years Ended December 31, 2001 and 2000
<TABLE>
<S>                                     <C>             <C>                     <C>                     <C>              <C>

                                         Common Stock and                       Additional
                                         Common Stock Issuable                  Paid-In               Accumulated
                                         Shares             Amount              Capital                 Deficit          Total
                                         ---------------------------            -----------         ----------------     -----------

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)

Common stock issued for cash             60,470,100            6,047               16,453                   -                22,500

Common stock issued for services         20,100,000            2,010                5,469                   -                 7,479

Common stock issued in settlement of      1,000,000              100                  272                   -                   372
  accounts payable

Contributed capital                               -                -                  100                   -                   100

Net loss, 2001                                    -                -                    -                (16,201)           (16,201)
                                        -----------------     ------------      ---------------     ------------------    ----------

Balance, December 31, 2001              160,659,100        $   16,066            $    411,461    $          (423,277)  $      4,250
                                        =================     ============      ===============     ==================    ==========
</TABLE>

                 See accompanying notes to financial statements
                                      Page F10


<PAGE>



                              Life Petroleum, Inc.
                             Statements of Cash Flow
                     Years Ended December 31, 2001 and 2000

<TABLE>
<S>                                                                                     <C>                 <C>
                                                                                          2001              2000
                                                                                   --------------      ---------------
Cash Flows from Operating Activities:
Net loss                                                                        $       (16,201)    $           -
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based consulting and legal expenses                                                 7,479                 -
Gain on settlement of accounts payable                                                   (7,628)                -
Decrease in accounts payable                                                             (2,000)                -
                                                                                   --------------      ---------------
Net Cash Used in Operating Activities                                                   (18,350)                -
                                                                                   --------------      --------------
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                                                                      4,250                 -

Cash - Beginning of Year                                                                   -                    -
                                                                                   --------------      ---------------
Cash - End of Year                                                              $         4,250     $           -
                                                                                   ==============      ===============
</TABLE>

                 See accompanying notes to financial statements
                                      Page F11


<PAGE>



                              Life Petroleum, Inc.
                          Notes to Financial Statements
                                December 31, 2001


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.

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

                                      Page F12
<PAGE>

         (I) New Accounting Pronouncements

          The Financial  Accounting  Standards Board has recently issued several
          new  accounting  pronouncements,  which  may  apply  to  the  Company.
          Statement  No.  141  "Business   Combinations"   establishes   revised
          standards for accounting for business combinations.  Specifically, the
          statement  eliminates  the pooling  method,  provides new guidance for
          recognizing  intangible assets arising in a business combination,  and
          calls for disclosure of considerably more information about a business
          combination.  This  statement is effective  for business  combinations
          initiated on or after July 1, 2001. The adoption of this pronouncement
          on July 1,  2001  did not  have a  material  effect  on the  Company's
          financial position, results of operations or liquidity.

          Statement No. 142 "Goodwill and Other Intangible  Assets" provides new
          guidance concerning the accounting for the acquisition of intangibles,
          except those acquired in a business  combination,  which is subject to
          SFAS 141, and the manner in which  intangibles  and goodwill should be
          accounted  for  subsequent to their  initial  recognition.  Generally,
          intangible assets with indefinite  lives, and goodwill,  are no longer
          amortized;  they are carried at lower of cost or market and subject to
          annual impairment  evaluation,  or interim impairment evaluation if an
          interim triggering event occurs, using a new fair market value method.
          Intangible  assets with finite lives are  amortized  over those lives,
          with no stipulated  maximum,  and an impairment test is performed only
          when a triggering  event occurs.  This  statement is effective for all
          fiscal years beginning  after December 15, 2001. The Company  believes
          that the future implementation of SFAS 142 on January 1, 2002 will not
          have a material effect on the Company's financial position, results of
          operations or liquidity.

          Statement  No. 144  "Accounting  for the  Impairment  or  Disposal  of
          Long-Lived  Assets"  supercedes  Statement No. 121 "Accounting for the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to be
          Disposed of" ("SFAS 121"). Though it retains the basic requirements of
          SFAS 121 regarding  when and how to measure an impairment  loss,  SFAS
          144 provides  additional  implementation  guidance.  SFAS 144 excludes
          goodwill and intangibles  not being amortized among other  exclusions.
          SFAS 144 also  supercedes  the  provisions of APB 30,  "Reporting  the
          Results  of  Operations,"   pertaining  to  discontinued   operations.
          Separate reporting of a discontinued  operation is still required, but
          SFAS 144 expands the presentation to include a component of an entity,
          rather  than  strictly  a  business  segment  as  defined in SFAS 131,
          Disclosures  about Segments of an Enterprise and Related  Information.
          SFAS 144 also eliminates the current  exemption to consolidation  when
          control over a subsidiary is likely to be temporary. This statement is
          effective for all fiscal years  beginning after December 15, 2001. The
          Company believes that the future implementation of SFAS 144 on January
          1, 2002 will not have a  material  effect on the  Company's  financial
          position, results of operations or liquidity.

                                      Page F13
<PAGE>

         (F) 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, 2001 and 2000,
          there  were no  common  stock  equivalents  outstanding.  Accordingly,
          diluted EPS was the same as basic EPS.

         (G) 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.

         (B) Common Stock

          The Company is authorized to issue  750,000,000  shares of its $0.0001
          par value common stock.

          During 2001, the Company's Board of Directors approved the issuance of
          60,470,100  common  shares  for  $22,500  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 a legal expense of $1,340,  consulting  expense of
          $6,139 and a gain on settlement of $7,628.

                                      Page F14
<PAGE>
          As of the date of the accompanying  audit report, the certificates for
          the 81,570,100  shares have not been issued.  Accordingly,  the shares
          are  reflected on the balance  sheet as common stock  issuable and are
          included in the computation of net loss per share.

Note 3   Income Taxes

There was no income tax expense for the years ended  December  31, 2001 and 2000
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, 2001 and 2000  (computed  by applying the Federal
Corporate tax rate of 34% to loss before taxes), as follows:

<TABLE>
<S>                                                                <C>                  <C>
                                                                      2001                2000
                                                                -----------------     --------------
Computed "expected" tax expense (benefit)                    $           (5,509)   $          -
Effect of net operating losses                                            5,509               -
                                                                -----------------     --------------
                                                             $             -       $          -
                                                                =================     ==============
</TABLE>

The effects of temporary  differences that gave rise to significant  portions of
deferred tax assets and liabilities at December 31, 2001 are as follows:

                                                                     2001
                                                               -----------------

Deferred tax assets:
Net operating loss carryforward                              $          141,371
Stock based fees                                                          2,543
                                                               -----------------
Total gross deferred tax assets                                         143,914
Less valuation allowance                                               (143,914)
                                                               -----------------
Net deferred tax assets                                      $             -
                                                               =================

The net  operating  loss  carryforward  at December  31, 2001 was  approximately
$415,498,  which  expires  starting  in  2004  through  2021.  Usage  of the net
operating  loss  carryforward  may be  limited if a change in  ownership  of the
Company occurs.

The  valuation  allowance at January 1, 2001 was $138,405.  The increase  during
2001 was $5,509.

                                      Page F15
<PAGE>

Note 4   Going Concern

As  reflected  in the  accompanying  financial  statements,  the  Company has no
revenues,  is inactive,  has a year 2001 loss of $16,201, and has an accumulated
deficit of $423,277 at December 31, 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 F16

<PAGE>


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE.

     None

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
                  ACT.

Directors and Executive Officers

     As of December 31, 2001,  Bradley  Cassel,  age 48 served as the  Company's
sole Director and executive officer.

     Bradley  Cassel has been the  President and a Director of the Company since
inception in 1987 and has been the Company's 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.

Compliance with Section 16(a) of the Exchange Act

     Bradley Cassel,  the Company's sole Director and Executive  Officer has not
filed  a Form 3 as of the  date  hereof,  and is in the  process  of  doing  so.
Securities Counseling and Management,  Inc., a 10% owner of the Company's Common
Stock has not filed a Form 3 as of the date  hereof,  and is in the  process  of
doing so.


                                     Page 17


<PAGE>


Item 10.          Executive Compensation.

     No  compensation  was paid to any officer or director of our Company during
the year ended December 31, 2001.


ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

As of the end of the Report Period

     As of December 31, 2001, our Company's only  currently  outstanding  voting
securities  were  160,659,100  shares of Common  Stock,  $0.0001 par value.  The
following  table sets forth  information  concerning  ownership of the Company's
Common Stock by officers,  directors and principal stockholders (holders of more
than 5% of our Company's Common Stock) as of December 31, 2001.

                                                Amount
                                                and Nature               Percent
                                                Of Beneficial            of
Name and Address of Beneficial Owner            Ownership                Class
-------------------------------------           ----------               -----

Bradley W. Cassel          (1)                  8,000,000                 4.9%
6790 S.W. 76th Terrace
South Miami, Fl  33143

James S. Cassel            (1)                  14,718,900                9.1%
Columbus Center
1 Alhambra Plaza, Ste. 1410
Coral Gables, Fl 33134

Securities Counseling and Management, Inc       16,500,000                10.2%
21131 N.E. 24th Court
Miami, Fl 33180


(1)  Owned in Joint  Tenancy by their  respective  spouses.  Bradley  Cassel and
     James Cassel are brothers.

Changes in Control

     As of the end of the report  period , no material  changes in control  have
taken place.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     None

                                    Page 18

<PAGE>

ITEM 13.          EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.

Exhibits Required by Item 601 of Regulation S-B

Designation                Page
of Exhibit                 Number
as Set Forth               or Source of
in Item 601 of             Incorporation
Regulation S-B             By Reference        Description

(3)      (i)                (1)                Articles of Incorporation:

         3.1                (1)                Articles of Amendment to Articles
                                               of Incorporation

         (ii)               (1)                Bylaws:

 (10)                                          Material Contracts:

         10.1               (1)                Agreement between the Company and
                                               Securities Counseling and
                                               Management, Inc.

(1)  Filed as an exhibit to the Company's  registration  statement on Form 10-SB
     registration  number  000-33041,  and,  incorporated by reference herein as
     permitted by Commission Rule 12b-23.


                                     Page 19


<PAGE>


                                   Signatures

     In accordance with Section 13 or 15(d) of the Exchange Act, as amended, the
Registrant  caused  this  report to be signed on its  behalf by the  undersigned
thereunto duly authorized.

         Dated:    March 29, 2002

                              Life Petroleum, Inc.,


                            By: /s/ Bradley W. Cassel
                                    President


     In accordance  with the Exchange Act of 1934,  the Registrans has caused to
be signed on behalf of the  Registrant  and in the  capacities  and on the dates
indicated:

Signature                           Date                      Title

/s/ Bradley W. Cassel /s/         March 29,2002              President,
                                                             and Director





                                     Page 20


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