SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10QSB/A
                                  Amendment #2

                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


For Quarter Ended                                     Commission File Number
- ------------------                                    ----------------------
March 31, 2005                                            000-50294


                                  LIFE USA, INC.
                                ----------------
             (Exact name of registrant as specified in its charter)


Colorado                                               84-142675
- ------------------------                               -----------------------
(State of incorporation)                               IRS Employer ID Number


1020 W. Timbervale Trail, Highlands Ranch, CO                            80219
- --------------------------------------------------                       -----
(Address of principal executive offices)                             (Zip Code)


                                      None
                                  ------------
                         (Registrant's 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 the filing
requirements for at least the past 90 days.

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

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                   786,534 common shares as of March 31, 2005





<PAGE>


                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS.

     For  financial  information,  please see the financial  statements  and the
notes thereto, attached hereto and incorporated by this reference.

     The financial  statements have been adjusted with all adjustments which, in
the  opinion  of  management,  are  necessary  in order  to make  the  financial
statements not misleading.

     The financial statements have been prepared by Life USA, Inc. without audit
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain  information and footnotes  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted as allowed by such rules and  regulations,  and
management  believes that the  disclosures  are adequate to make the information
presented not misleading. These financial statements include all the adjustments
which,  in the opinion of management,  are necessary for a fair  presentation of
financial  position and results of  operations.  All such  adjustments  are of a
normal  and  recurring  nature.  These  financial  statements  should be read in
conjunction with the audited financial statements at December 31, 2004, included
in the Company's Form 10-KSB.



<PAGE>


                                 LIFE USA, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

                    FOR THE THREE-MONTHS ENDED MARCH 31, 2005
                                   (UNAUDITED)







<PAGE>


                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s







             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Life USA, Inc.
Denver, CO


We have reviewed the accompanying balance sheet of Life USA, Inc. (A Development
Stage Company) as of March 31, 2005 and the related statements of operations for
the  three-months  ended  March 31,  2005 and 2004 and the period  July 16, 1997
(inception)  to March 31, 2005 and cash flows and  stockholders'  equity for the
three-months  ended March 31, 2005 and 2004 and for July 16, 1997 (Inception) to
March  31,  2005.  These  financial  statements  are the  responsibility  of the
Company's management.

We conducted  our review in  accordance  with  standards  of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of person  responsible  for financial and  accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing  standards  generally accepted in the United States, the objective
of which is the expression of an opinion regarding the financial statements as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with  accounting  principles  generally  accepted  in the United  States and the
standards of the PCAOB.

We have  previously  audited,  in accordance with auditing  standards  generally
accepted in the United  States,  the balance sheet as of December 31, 2004,  and
the related  statements of operations,  stockholders'  equity and cash flows for
the year then ended (not presented herein). In our report dated May 31, 2005, we
expressed an unqualified opinion on those financial statements.  In our opinion,
the  information  set forth in the  accompanying  balance sheets as of March 31,
2005 is fairly stated in all material  respects in relation to the balance sheet
from which it has been derived.

The  accompanying  financial  statements  have been presented  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2,  conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern  unless it is able to generate  sufficient  cash flows to meet its
obligations  and sustain its operations.  Management's  plans in regard to these
matters are  described in Note 2. The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


Michael Johnson & Co., LLC
Denver, CO
May 31, 2005
August 3, 2005
/s/Michael Johnson & Co.,LLC

<PAGE>
<TABLE>
<CAPTION>




                                                                                       March                 December 31,
                                                                                       2005                      2004
                                                                                   --------------            --------------
<S>                                                                                <C>                       <C>

ASSETS

Other Assets:
     Product Design & Trademark (Net)                                                        633                       633
                                                                                   --------------            --------------

          Total Other Assets                                                                 633                       633
                                                                                   --------------            --------------

TOTAL ASSETS                                                                               $ 633                     $ 633
                                                                                   ==============            ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                                                                    $ 3,887                   $ 3,887
     Accrued Expenses                                                                     20,460                    19,110
     Notes Payable                                                                         3,750                     3,750
     Notes Payable - Related Parties                                                      54,382                    54,382
     Notes Payable - Other                                                                15,080                    15,080
                                                                                   --------------            --------------

          Total Current Liabilities                                                       97,559                    96,209
                                                                                   --------------            --------------

Stockholders' Equity
     Common Stock. $0.0001 par value, 100,000,000 shares authorized                           79                        79
     786,534 shares issued and outstanding at December 31, 2004 and 2003
     Additional paid-in capital                                                           22,420                    22,420
     Deficit accumulated during the development stage                                   (119,425)                 (118,075)
                                                                                   --------------            --------------

TOTAL STOCKHOLDERS' EQUITY                                                               (96,926)                  (95,576)
                                                                                   --------------            --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $ 633                     $ 633
                                                                                   ==============            ==============







</TABLE>






                         See Accountants' Review Report

<PAGE>
<TABLE>
<CAPTION>

                                 LIFE USA, INC.
                         (A Development Stage Company)
                            Statements of Operations

                                  (Unaudited)

                                                                                                             July 16, 1997
                                                                           Three-Months Ended                 (Inception) to
                                                                                 March 31,                      March 31
                                                                       2005                  2004                  2005
                                                                       ----                  ----                  ----
<S>                                                                  <C>                   <C>                 <C>
REVENUES

   Miscellaneous Revenue                                                  $ -                   $ -                $ 528
                                                                     --------              --------            ---------
Total Income                                                                -                     -                  528
                                                                     --------              --------            ---------
EXPENSES
     Operating Expenses                                                     -                     -               73,076
     Office Expenses                                                        -                     -               21,365
     Bank Charges                                                           -                     -                  211
                                                                     --------              --------            ---------
Total Operating Expenses                                                    -                     -               94,652
                                                                     --------              --------            ---------
Other Income and Expenses
     Interest Income                                                        -                     -                    5
     Interest Expense                                                  (1,350)               (1,350)             (25,306)
                                                                     --------              --------            ---------
Net Other Income (Expense)                                             (1,350)               (1,350)             (25,301)

Net Loss from Operations                                             $ (1,350)             $ (1,350)           $(119,425)
                                                                     ========              ========            =========
Per Share Information
Profit (Loss) per common share                                       *                     *
                                                                     ========              ========
Weighted average number of shares outstanding                         786,534               786,534
                                                                     ========              ========

* Less than $.01

</TABLE>

* Less than $.01


                         See Accountants' Review Report

<PAGE>
<TABLE>
<CAPTION>

                                 LIFE USA, INC.
                         (A Development Stage Company)
                            Statement of Cash Flows
                                  (Unaudited)

                                Indirect Method

<S>                                                                           <C>                 <C>                 <C>


                                                                                                                  July 16, 1997
                                                                                   Three-Months Ended            (Inception) to
                                                                                       March 31,                     March 31,
                                                                                2005               2004                 2005
                                                                                ----               ----                 ----
Cash Flows from Operating Activities:
     Net Profit (Loss)                                                        $ (1,350)           $(1,350)            $ (119,425)
          Stock issued for services                                                  -                  -                 16,457
          Amortization                                                               -                  -                  3,117
     Adjustments to reconcile net loss to net cash used
       by operating activities
     Increase (Decrease) in Accounts Payable and Accruals                        1,350              1,350                 24,347
                                                                              --------            -------             ----------
Net Cash Used by Operating Activities                                                -                  -                (75,504)
                                                                              --------            -------             ----------
Cash Flows from Investing Activities:
    Purchase of Intangibles (Trademark)                                              -                  -                 (3,750)
                                                                              --------            -------             ----------
Net Cash from Investing Activities                                                   -                  -                 (3,750)
                                                                              --------            -------             ----------
Cash Flows from Financing Activities
     Proceeds from Notes Payable - Related Party                                     -                  -                 69,462
     Proceeds from Notes Payable                                                                                           3,750
     Proceeds from stock issuance                                                    -                  -                  6,042
                                                                              --------            -------             ----------
Net Cash from (Used by) Financing Activities                                         -                  -                 79,254
                                                                              --------            -------             ----------
Increase (Decrease) in Cash                                                          -                  -                      -

Cash and Cash Equivalents - Beginning of Period                                      -                  -                      -
                                                                              --------            -------             ----------
Cash and Cash Equivalents - End of Period                                          $ -                $ -                    $ -
                                                                              ========            =======             ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  Cash paid for interest expense                                                   $ -                $ -                    $ -
                                                                              ========            =======             ==========
  Cash paid for income taxes                                                       $ -                $ -                    $ -
                                                                              ========            =======             ==========
NON-CASH TRANSACTIONS
  Stock issued for services                                                        $ -                $ -               $ 16,457
                                                                              ========            =======             ==========


</TABLE>

                         See Accountants' Review Report
<PAGE>
<TABLE>
<CAPTION>

                                 LIFE USA, INC.
                         (A Development Stage Company)
                         Stockholders' Equity (Deficit)
                                 March 31, 2005

                                  (Unaudited)

<S>                                               <C>                <C>         <C>            <C>               <C>
                                                                                              Deficit
                                                                                            Accumlated
                                                     Common Stocks           Additional      During the          Total
                                                                               Paid-In        Development      Stockholders'
                                                Shares          Amount         Capital          Stage            Equity
                                                ------          ------         -------          -----            ------

Balance - July 16, 1997                                 -             $ -            $ -                                $ -
Issuance of Stock for Cash 7/97                   195,000              20          4,972                -             4,992
Issuance of Stock for Services 5/98               286,000              29          7,293                -             7,322
Issuance of Stock for Services 12/98               29,370               3            878                -               881
Net Loss for Period                                     -               -              -          (45,414)          (45,414)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 1998                       510,370              52         13,143          (45,414)          (32,219)
                                                  -------            ----        -------        ---------         ---------
Issuance of Stock for Services 8/99               212,730              21          6,361                -             6,382
Issuance of Stock for Cash  9/99                    1,050               -          1,050                -             1,050
Net Loss for the Year                                   -               -              -          (19,750)          (19,750)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 1999                       724,150              73         20,554          (65,164)          (44,537)

Net Loss for the Year                                   -               -              -          (17,163)          (17,163)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2000                       724,150              73         20,554          (82,327)          (61,700)

Issuance of Stock for Services 1/01                62,384               6          1,866                -             1,872
Net Loss for the Year                                   -               -              -          (10,691)          (10,691)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2001                       786,534              79         22,420          (93,018)          (70,519)
                                                  -------            ----        -------        ---------         ---------
Net Loss for the Year                                   -               -              -           (7,245)           (7,245)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2002                       786,534              79         22,420         (100,263)          (77,764)
                                                  -------            ----        -------        ---------         ---------
Net Loss for the Year                                   -               -              -           (7,031)           (7,031)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2003                       786,534              79         22,420         (107,294)          (84,795)
                                                  -------            ----        -------        ---------         ---------
Net Loss for the Year                                   -               -              -          (10,781)          (10,781)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2004                       786,534              79         22,420         (118,075)          (95,576)
                                                  -------            ----        -------        ---------         ---------
Net Loss for the Period                                 -               -              -           (1,350)           (1,350)
                                                  -------            ----        -------        ---------         ---------
Balance - March 31, 2005                          786,534            $ 79        $22,420        $(119,425)        $ (96,926)
                                                  =======            ====        =======        =========         =========


</TABLE>


                         See Accountants' Review Report



<PAGE>



                                   LIFE USA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)





Note 1 - Presentation of Interim Information:

In the opinion of the management of Life USA, Inc., the accompanying unaudited
financial statements include all normal adjustments considered necessary to
present fairly the financial position as of March 31, 2005 and the results of
operations for the three-months ended March 31, 2005 and 2004 and for the period
July 16, 1997 (inception) to March 31, 2005, and cash flows for the three-months
ended March 31, 2005 and 2004 and the for the period July16, 1997 (inception) to
March 31, 2005. Interim results are not necessarily indicative of results for a
full year.

The financial statements and notes are presented as permitted by Form 10-Q, and
do not contain certain information included in the Company's audited financial
statements and notes for the fiscal year ended December 31, 2004.

Note 2 - Going Concern:

The Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company is in the exploration state and has not earned any revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. The accompanying
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. Management is seeking new capital to revitalize
the Company.


<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------------------------------------------------------------------------------
OF OPERATIONS
- --------------

Cautionary and Forward Looking Statements

     In addition to  statements of historical  fact,  this Form 10-QSB  contains
forward-looking  statements.  The  presentation  of future  aspects of Life USA,
Inc.,  ("Life USA, Inc." the "Company" or "Issuer") found in these statements is
subject to a number of risks and  uncertainties  that could cause actual results
to differ  materially  from those  reflected  in such  statements.  Readers  are
cautioned not to place undue reliance on these forward-looking statements, which
reflect management's  analysis only as of the date hereof.  Without limiting the
generality of the foregoing,  words such as "may," "will," "expect,"  "believe,"
"anticipate,"  "intend,"  or  "could"  or the  negative  variations  thereof  or
comparable terminology are intended to identify forward-looking statements.

     These forward-looking statements are subject to numerous assumptions, risks
and uncertainties  that may cause Life USA, Inc. actual results to be materially
different  from any future  results  expressed  or implied by Life USA,  Inc. in
those  statements.  Important  facts  that could  prevent  Life USA,  Inc.  from
achieving any stated goals include, but are not limited to, the following:

          (a)  volatility or decline of the Company's stock price;

          (b)  potential fluctuation in quarterly results;

          (c)  failure of the Company to earn revenues or profits;

          (d)  inadequate capital to continue or expand its business,  inability
               to  raise  additional  capital  or  financing  to  implement  its
               business plans;

          (e)  failure to or to make sales;

          (f)  rapid and significant changes in markets;

          (g)  litigation  with or  legal  claims  and  allegations  by  outside
               parties;

          (h)  insufficient revenues to cover operating costs.

         There is no assurance that the Company will be profitable,  the Company
may not be able to  successfully  develop,  manage or market  its  products  and
services,  the Company may not be able to attract or retain qualified executives
and  technology  personnel,  the  Company's  products  and  services  may become
obsolete,  government  regulation may hinder the Company's business,  additional
dilution in outstanding  stock  ownership may be incurred due to the issuance of
more shares,  warrants and stock options,  or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.

     The  Company   undertakes   no   obligation   to  publicly   revise   these
forward-looking  statements to reflect events or circumstances  that arise after
the date hereof.  Readers should carefully review the factors described in other
documents the Company files from time to time with the  Securities  and Exchange
Commission,  including the Quarterly Reports on Form 10-QSB and Annual Report on
Form 10-KSB  filed by the  Company in 2005 and any  Current  Reports on Form 8-K
filed by the Company.


<PAGE>

Results of Operations for the Quarter Ended March 31, 2005
- ------------------------------------------------------------------------------

     The  Company had no revenues or  operations  for the  quarter.  The Company
incurred no expenses in the quarter in 2005  compared to $0 in expenses in the
quarter  in 2004.  The  Company  accrued  $1,350  and  $1,350 in the  quarter in
interest in 2005 and 2004  respectively.  The Company had  ($1,350)  loss in the
quarter in 2005  compared to a ($1,350)  loss in the quarter in 2004.  There was
nominal loss per share in 2005 and in 2004.  There can be no assurance  that the
Company will be able to commence its Business Plan, and the Company is unable to
predict the period for which it can conduct operations.

Liquidity and Capital Resources
- --------------------------------

     At March 31,  2005,  the  Company  had no in cash and no other  assets with
which to conduct  operations.  The lack of  liquidity  or liquid  assets  raises
substantial  doubt about the  Company's  ability to continue as a going  concern
unless it is able to generate  sufficient cash flows to meet its obligations and
sustain  operations.  To meet required current operating expenses the Company is
dependent upon its principal shareholders to advance funds until the Company can
raise capital and have sufficient resources to fund the Company's operations.

     The Company  remains in the  development  stage and, since  inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources now and has stockholder's  deficit of ($96,926) at March 31, 2005. The
Company  has  current  assets in the amount of $633  for a Product  Design and
Trademark at March 31, 2005.

NEED FOR ADDITIONAL FINANCING

     No commitments to provide  additional funds have been made by management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be available to the Company to allow it to cover its expenses as they
may be incurred.

     Irrespective of whether the Company's cash assets prove to be inadequate to
meet the  Company's  operational  needs,  the Company  might seek to  compensate
providers of services by issuances of stock in lieu of cash.

     The  Company  has no plans for any  research  and  development  in the next
twelve  months.  The Company has no plans at this time for purchases or sales of
fixed assets which would occur in the next twelve months.

     The Company has no expectation or  anticipation  of significant  changes in
number of  employees  in the next  twelve  months,  however,  if it  achieves  a
business  operation it may add employees of an unknown number in the next twelve
months.

<PAGE>

GOING CONCERN

     The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Audit Report. There is substantial doubt about the ability of
the Company to continue as a "going  concern."  The Company has no business,  no
capital,  debt in excess of $97,716,  all of which is current,  no cash, nominal
assets, and no capital commitments.  The effects of such conditions could easily
be to cause the Company's bankruptcy, except there are no assets to liquidate in
Bankruptcy.

     Management  hopes  to  seek  and  obtain  funding,  via  loans  or  private
placements  of stock  for  operations,  debt  and to  provide  working  capital.
Management  has  plans to seek  capital  in the  form of loans or stock  private
placements of approximately $350,000.

ITEM 3.    CONTROLS AND PROCEDURES

      The Company's Chief Executive Officer and Chairman have evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this quarterly report and, based
on this evaluation, have concluded that the disclosure controls and procedures
are effective.

         There have been no changes in the Company's internal control over
financial reporting that occurred during the Company's first fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.

     There have not been any  changes in our  internal  control  over  financial
reporting (as such term is defined in Rules  13a-15(f)  and 15d-15(f)  under the
Exchange  Act)  during  our first  fiscal  quarter  that have  affected,  or are
reasonably likely to affect, our internal control over financial reporting.



<PAGE>




The Company's auditor has issued a "going concern" qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going concern." The Company has no revenues, minimal
cash, nominal other assets, and no capital commitments. The effects of such
conditions could easily be to cause the Company's bankruptcy.

Management hopes to implement its business plan and will need to seek and obtain
funding, via loans or private placements of stock, for operations and to provide
working capital. Management has plans to seek capital in the form of loans or
stock private placements in the next quarterof at least $350,000.
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.
- ---------------------------

         None.


ITEM 2.  CHANGE IN SECURITIES.
- ------------------------------

         None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
- -----------------------------------------

         None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
- --------------------------------------------------------------

         None.


ITEM 5.  OTHER INFORMATION.
- ---------------------------

         None.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.
- ------------------------------------------

(a)      Exhibits - #31      CERTIFICATION PURSUANT TO SECTION
                             302 OF THE SARBANES-OXLEY ACT

                    #32      CERTIFICATION OF DISCLOSURE PURSUANT TO
                             18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(b)      Reports on Form 8-K

                    None.


<PAGE>


                                   SIGNATURES

     In accordance  with the  requirements of the Securities and Exchange Act of
1934, as amended,  the registrant  caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                                           LIFE USA, INC.

Date: May 31, 2005

                                           /s/ Kelly Kendall
                                       by: ------------------------------
                                           Kelly Kendall, President