SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


FORM 10QSB Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934


For Quarter Ended                      Commission File Number
------------------                     ----------------------
June 30, 2006                          000-50294


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


Colorado                               84-1426725
-------------------------              ----------------------
(State of incorporation)               IRS Employer ID Number


                 2300 Canyon Blvd. Suite 4, Boulder, CO 80302
                 --------------------------------------------
              (Address of principal executive offices) (Zip Code)


                                 303 - 415 1900
                                 --------------
                         (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 by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

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

          10,060,534 common shares as of August 2, 2006


<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. with a review
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, 2005, included
in the Company's Form 10-KSB.

<PAGE>

                                 LIFE USA, INC.

                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE SIX-MONTHS ENDED JUNE 30, 2006



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099


To the Board of Directors
Life USA, Inc.

We have reviewed the accompanying balance sheet of Life USA, Inc., a Development
Stage Company, as of June 30, 2006, and the related statements of operations
for the three  months  and  six-months  ended  June 30,  2006 and 2005,  and the
related  statements  of cash  flows for the six months  ended June 30,  2006 and
2005.  These  financial  statements  are  the  responsibility  of the  Company's
management.

We conducted our review in accordance  with standards  established by 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 persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company  Accounting  Oversight Board
(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.

The  accompanying  financial  statements  have been  prepared  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.  The financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.

/s/ Jaspers + Hall, PC
Jaspers + Hall, PC.
Denver, Colorado
August 1, 2006


<PAGE>





LIFE USA, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheets
                                    Unaudited

                                             June 30       December 31
                                                2006              2005
                                            --------       -----------
ASSETS
    Cash and cash equivalents            $    59,651      $     52,750
    Accounts Receivable - trade (net)         10,193               646
    Accounts Receivable - other                    0             5,925
    Inventory                                 87,998           108,983
    Prepaid Expenses                          12,177            11,899
                                           ---------        ----------
   Total Current Assets                      170,019           180,203

Other Assets:
    Fixed Assets (Net)                         6,908             8,224
    Product Design & Trademark (Net)             500                 0
                                          ----------        ----------
  Total Other Assets                           7,408             8,224
                                          ----------        ----------
TOTAL ASSETS                              $  177,427        $  188,427
                                          ==========        ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts Payable                       $  153,374        $   99,805
   Accrued Expenses                            6,011             3,329
   Notes Payable                              15,080            17,376
   Convertible Notes Payable                 630,000           500,000
                                          ----------       -----------
     Total Current Liabilities               804,465           620,510
                                          ----------       -----------
Stockholders' Deficit
   Common Stock. $0.0001 par value,
     100,000,000 shares authorized,
     10,060,534 and 9,540,534 shares
     issued and outstanding,
     at June 30, 2006 and
     December 31, 2005 respectively            1,006               954
   Additional paid-in capital                432,299           195,523
   Deficit accumulated during
     the development stage                (1,060,343)         (628,560)
                                         -----------        ----------
TOTAL STOCKHOLDERS' DEFICIT                 (627,038)         (432,083)
                                         -----------        ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT                    $   177,427        $  188,427
                                         ===========        ==========

See  Accountants'  Review  Report and the  accompanying  notes to the  financial
statements.


<PAGE>
<TABLE>
<CAPTION>





                                 LIFE USA, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                                    Unaudited
<S>                          <C>         <C>         <C>         <C>         <C>

                                                                                July 23
                              3 Months    3 Months    6 Months    6 Months         2004
                                 Ended       Ended       Ended       Ended   (Inception)
                               June 30     June 30     June 30     June 30   to June 30
                                  2006      2005 *        2006      2005 *         2006
                             ---------   ---------   ---------   ---------    ---------
Sales revenues               $ 415,795   $   3,689   $ 490,378   $   3,839    $ 535,339
Cost of goods sold             342,312       4,716     394,316       4,946      422,908
                             ---------   ---------   ---------   ---------    ---------
   Gross profit                 73,483      (1,027)     96,062      (1,107)     112,431
                             ---------   ---------   ---------   ---------    ---------
Operating Expenses
   Goodwill write off                0           0           0           0       14,454
   General and administrative  318,413      84,451     494,464     110,285      969,924
   Impairment loss                   0           0           0           0      116,667
   Depreciation & amortization     658           0       1,316           0       10,090
                             ---------   ---------   ---------   ---------    ---------
   Total Operating Expenses    319,071      84,451     495,780     110,285    1,111,135
                             ---------   ---------   ---------   ---------    ---------
Other Income and Expenses
   Interest Expense            (17,680)     (8,417)    (32,065)     (8,417)     (61,639)
                             ---------   ---------   ---------   ---------    ---------
Net Other Income (Expense)     (17,680)     (8,417)    (32,065)     (8,417)     (61,639)
                             ---------   ---------   ---------   ---------   ----------
Net Loss                     $(263,268)  $ (93,895)  $(431,783)  $(119,809) $(1,060,343)
                             =========    =========  =========   =========   ==========

Per Share Information
Profit (Loss) per common share
  Basic                      $   (0.03)  $   (0.01)   $  (0.04)   $  (0.01)
  Fully Diluted                  (0.03)      (0.01)      (0.04)      (0.01)
                              --------     --------
Weighted average number of
shares outstanding           9,797,677   9,540,534   9,669,816   9,540,534
                             ---------    ---------  ---------   ---------

The accompanying notes are an integral part of these financial statements.

</TABLE>

See  Accountants'  Review  Report and the  accompanying  notes to the  financial
statements.  * Comparable  periods for the year 2005 reflect pro-forma  results;
See note 1.


<PAGE>
<TABLE>
<CAPTION>
                                 LIFE USA, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                 Indirect Method
                                    Unaudited
<S>                                        <C>           <C>              <C>

                                          6 Months       6 Months  July 23, 2004
                                             Ended          Ended    (Inception)
                                           June 30        June 30     to June 30
                                              2006           2005           2006
                                      ------------    -----------   ------------
Cash Flows from Operating Activities:
   Net Profit (Loss)                    $ (431,783)    $  (83,597)   $(1,060,343)
 Adjustments to reconcile net loss
    to net cash used
    by operating activities
  Stock Options issued for services         80,828              0        144,935
  Common stock issued for services         156,000              0        156,275
  Amortization and depreciation              1,316              0         10,090
  Goodwill write off                             0              0         14,454
  Impairment loss add back                       0              0        116,667
  Decrease (increase) Accounts Receivable   (3,622)          (590)       (10,193)
  Decrease (increase) in Inventory          20,985        (13,961)       (87,998)
  Decrease (increase) in Pre-paid Expenses    (278)        (2,775)       (12,177)
  Increase (Decrease) in Accounts Payable   53,569          7,644        153,375
  Increase (Decrease) in Accrued Expenses    2,682         11,396          6,011
                                           -------        -------        -------
Net Cash Provided (used)
   by Operating Activities                (120,303)       (81,883)      (568,904)
                                           -------        -------        -------
Cash Flows from Investing Activities:
   Equipment acquired                         (500)        (1,460)        (9,220)
                                           -------        -------        -------
Net Cash Used In Investing Activities         (500)        (1,460)        (9,220)
                                           -------        -------        -------
Cash Flows from Financing Activities
   Proceeds (payments) Notes - net         127,704        345,000        630,000
   Proceeds from stock issuance                  0          7,775          7,775
                                           -------        -------        -------
Net Cash Provided (used) by
   Financing Activities                    127,704        352,775        637,775
                                           -------        -------        -------
Increase (Decrease) in Cash                  6,901        269,432         59,651

Cash and Cash Equivalents - Beginning
of Period                                   52,750              0              0
                                          --------       --------       --------
Cash and Cash Equivalents - End of Period $ 59,651       $269,432       $ 59,651
                                          ========       ========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for interest expense           $     12        $     0       $    180
                                          ========        =======       ========
 Cash paid for income taxes               $      0        $     0       $      0
                                          ========        =======       ========
NON-CASH TRANSACTIONS
 Stock Options granted for services       $ 43,908        $     0       $181,857
 Stock issued for services                $156,000        $     0       $281,275
 Note payable assumed in reverse takeover $      0        $     0       $ 15,080
                                          ========        =======       ========



</TABLE>
See  Accountants'  Review  Report and the  accompanying  notes to the  financial
statements.



<PAGE>




                                 LIFE USA, INC.
                          (A Development Stage Company)
                   Notes to Consolidated Financial Statements
                                  June 30, 2006


Note 1 - The Company

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 June 30, 2006 and the results of
operations for the three and  six-months  ended June 30, 2006 and for the period
July 23, 2004  (inception)  to June 30, 2006,  and cash flows for the six-months
ended June 30, 2006 and the for the period July 23, 2004 (inception) to June 30,
2006. Interim results are not necessarily indicative of results for a full year.

The  financial  statements  and notes are presented as permitted by Form 10-QSB,
and do not  contain  certain  information  included  in  the  Company's  audited
financial statements and notes for the fiscal year ended December 31, 2005

The acquisition by Life USA, Inc of Neuro Nutrition,  Inc. (`Neuro  Nutrition"),
which closed on September 12, 2005,  was accounted for as a reverse  acquisition
under  the  purchase  method  of  accounting  since  the  shareholders  of Neuro
Nutrition   obtained  control  of  the  consolidated   entity  (the  "Company").
Accordingly,  the  acquisition  is  recorded  as  a  recapitalization  of  Neuro
Nutrition,  with Neuro  Nutrition  being treated as the continuing  entity.  The
historical  financial  statements  to  be  presented  will  be  those  of  Neuro
Nutrition.

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 a development  stage company and has earned limited  revenue from
operations.  The Company's current liabilities exceed current assets by $634,446
and the Company has suffered  accumulated  losses of  $1,060,343  as of June 30,
2006. 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>

Note 3 - Accounts Receivable

Accounts Receivable - trade (net) at June 30, 2006, consisted of the following:
     Receivables - gross                $ 13,054
     Allowance for Doubtful Accounts      (2,861)
                                        --------
     Total                              $ 10,193
                                        ========

Note 4 - Inventory

Inventory at June 30, 2006, consisted of the following:
     Raw materials                     $ 27,241
     Finished goods                      60,757
                                       --------
     Total                             $ 87,998
                                       ========

Note 5 - Convertible Notes Payable

Convertible notes payable as of June 30, 2006 consist of the following:

         $ 50,000      Note payable, convertible into 100,000 shares,
                       due May 27, 2006,  incurring interest at 10%, attached
                       to the note are 100,000 warrants exercisable at $0.625
                       per share.  Note holder has verbally  agreed to extend
                       the note by 60 days.

         $ 25,000      Note payable,  convertible  into 50,000 shares,
                       due June 7, 2006, incurring interest at 10%. Note holder
                       has verbally agreed to extend the note.

         $ 50,000      Note payable, convertible into 100,000 shares, due May
                       27, 2006, interest at 10%. Note holder has verbally
                       agreed to extend the note by 60 days.

         $ 75,000      Note payable, convertible into 150,000 shares, due May
                       27, 2006, incurring interest at 10%, attached to the
                       note are 150,000 warrants exercisable at $0.625 per
                       share. Note holder has verbally agreed to extend the note
                       by 60 days.

         $ 20,000      Note payable, convertible into 40,000 shares, due
                       February 28, 2007,  incurring  interest  at 15%,
                       attached  to the note are  40,000  warrants
                       exercisable  at $0.65  per  share.

         $ 50,000      Note payable, convertible into 100,000 shares, due
                       February 28, 2007, incurring interest at 15%, attached
                       to the note are 100,000 warrants exercisable  at $0.65
                       per share.

         $ 75,000      Note payable, convertible into 150,000 shares,
                       due May 27, 2006,  incurring interest at 10%, attached
                       to the note are 150,000 warrants exercisable at $0.625
                       per share. Note holder has verbally agreed to extend the
                       note by 60 days.
<PAGE>

         $ 50,000      Note payable, convertible into 100,000 shares, due
                       November 11, 2006, incurring interest at 10%, attached
                       to the note are 200,000 warrants exercisable  at
                       $0.625 per share.

         $  5,000      Note payable, convertible into 10,000 shares, due
                       November 11, 2006, incurring interest at 10%, attached
                       to the note are 20,000 warrants exercisable at $0.625
                       per share.

         $ 50,000      Note payable, convertible into 100,000 shares, due
                       November 11, 2006, incurring interest at 10%, attached
                       to the note are 200,000 warrants exercisable at $0.625
                       per share.

         $ 50,000      Note payable, convertible into 100,000 shares, due
                       December 7, 2006, incurring interest at 10%, attached
                       to the note are 200,000 warrants exercisable at $0.625
                       per share.

         $ 25,000      Note payable, convertible into 50,000 shares, due
                       February 20, 2007, incurring interest at 10%, attached
                       to the note are 100,000 warrants exercisable at $0.75
                       per share.

         $  5,000      Note payable, convertible into 10,000 shares, due
                       February 28, 2007, incurring interest at 10%, attached
                       to the note are 20,000 warrants exercisable at $0.75
                       per share.

         $ 50,000      Note payable, convertible into 125,000 shares, due
                       September 12, 2006, incurring interest at 25%, attached
                       to the note are 250,000 warrants exercisable at $0.75
                       per share. This note is secured by inventory.

         $ 50,000      Note payable, convertible into 125,000 shares, due
                       September 12, 2006, incurring interest at 25%, attached
                       to the note are 250,000 warrants exercisable at $0.75
                       per share. This note is secured by inventory.

         --------
         $630,000     Total Convertible notes payable. All these notes, with
                      the exception of the last two notes, are unsecured.
         ========


<PAGE>

Note 6 - Notes Payable

Notes payable at June 30, 2006, consisted of the  following:
   $ 15,080         Note payable at 8%; due on demand; unsecured.
   --------
   $ 15,080         Total Note Payable on June 30, 2006.
   ========

Note 7 - Stock Transactions

Life USA has adopted a stock option plan.  The plan allows  grants up to a total
of 2,000,000 stock options.  As of June 30, 2006, a total of 768,972 options had
been granted, of which 263,351 were granted for services performed during the
second  quarter of fiscal year 2006. The granted stock options have been valued,
using a Black-Scholes model, and were fully expensed. The second quarter's stock
option  expense was $43,910.  The  following  options were granted in the second
quarter 2006:

   Name             # of Options          Exercise Price             Expiry Date
   ----             ------------          --------------             -----------
   Rick Newton           180,000                    $.50               6/30/2011
   John  Schoonbrood      43,351                    $.50               6/30/2011
   Michael Schuett        10,000                    $.50               6/30/2011
   Wes Whiting            10,000                    $.50               6/30/2011
   Kelly Kendall          10,000                    $.50               6/30/2011
   Leland Watson          10,000                    $.50               6/30/2011
                         -------
   Total                 263,351
                         =======

Life USA issued in the quarter  520,000  common  shares to certain  consultants,
advisors and Board of Director  members for their  services.  On the date of the
issuance and on the last day of the  quarter,  the Life USA stock traded at $.30
per share.  The 520,000  shares were fully expensed at a total cost of $156,000.
The following common shares were issued in the second quarter of 2006:

   Name                  # of Shares
   ----                 ------------
   Sierra Mountain Minerals  100,000
   Tina Sampalis             100,000
   John Bradley              100,000
   Mark Urich                100,000
   Wes Whiting                20,000
   Kelly Kendall              20,000
   Lee Watson                 20,000
   Kjell Tornblom             30,000
   Greg Boyd                  30,000
<PAGE>

Sierra  Mountain  Minerals is an important  raw  materials  supplier for our new
joint  product,  AgilFlex.  Tina Sampalis is employed by our krill oil supplier.
John Bradley  controls more than 10% of  outstanding  shares.  Wes Whiting,  and
Kelly  Kendall  are Board of  Director  members.  Lee  Watson was a Board of the
Director member, when the shares were issued.

Note 8 - Loss Per Share of Common Stock

Basic net loss per share of common stock is computed using the weighted  average
number of common  stock  outstanding  during the  period.  Diluted  net loss per
share,  does not differ  from basic net loss per share  since  potential  common
shares  from stock  options  and  warrants  are  anti-dilutive  for all  periods
presented and are therefore excluded from the calculation.

Note 9 - Concentration

Of our second  quarter  revenues,  97% was  wholesale,  and 3% was  retail.  Our
largest customer  accounted for 85% of the company's total revenues.  The second
largest  customer  contributed 3% to our quarterly  sales.  99% of total revenue
came from our krill product.

Note 10 - Subsequent events

The Company  offered an extension  of the  convertible  notes  payable to 4 note
holders.  As of the date of this report 3 note  holders had  accepted the terms.
The following notes retroactively changed on July 31, 2006:

$ 50,000         Note payable due May 27, 2006, has been extended to September
                 30, 2006. Interest rate increased to 25% from the original due
                 date. Conversion price decreased to $.33. The note is secured
                 by a subordinated pledge of inventory and accounts receivable.

$ 50,000         Note payable due May 27, 2006, has been extended to September
                 30, 2006. Interest rate increased to 25% from the original due
                 date. Conversion price decreased to $.33. The note is secured
                 by a subordinated pledge of inventory and accounts receivable.

$ 75,000         Note payable due May 27, 2006, has been extended to September
                 30, 2006. Interest rate increased to 25% from the original due
                 date. Conversion price decreased to $.33. The note is secured
                 by a subordinated pledge of inventory and accounts receivable.


The Company  signed a Memorandum of  Understanding  with one of its suppliers to
become the  distributor  for  several  dozen  small  reseller  accounts  of this
supplier.  Revenues for the third fiscal  quarter of 2006 can show modest growth
when compared to the second quarter,  if a final  distribution  agreement can be
executed on acceptable  terms,  and on a timely basis,  and if sufficient  small
resellers accept the transition to Life USA.

<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 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
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.

<PAGE>

   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  for the fiscal  year 2005 and any Current  Reports on Form
8-K filed by the Company.

Changes in Financial Condition
-------------------------------

     During the second  quarter of fiscal  year 2006,  the  Company  experienced
liquidity problems due to continuing operational losses and continued revenue
growth resulting in increased working capital needs. Working capital constraints
limited our  revenue  growth.  The  Company has a working  line of credit with a
private  funding  source  which has  provided  $100,000 in  accounts  receivable
financing at 25% per annum interest rate.


<PAGE>


Results of Operations for the Quarter Ended June 30, 2006, Compared to Same
Period in 2005
--------------------------------------------------------------------------------

The Company  had  $415,795 in  operating  revenues  from sales of product in the
second quarter in 2006, compared to $3,689 revenues in the same period in fiscal
year 2005. In the second quarter of 2006 Cost of Goods Sold amounted to $342,312
resulting in gross  profit of $73,483.  The second  quarter  2005  resulted in a
Gross Loss of ($1,027).

The Company incurred $319,071  operating  expenses,  which included $318,413 for
salaries, legal, accounting,  administrative,  and  depreciation/amortization of
$658 for total  expenses of $319,071.  These  expenses of $319,071 in the second
quarter  in 2006  compare  to  $84,451  in the  second  quarter of 2005 when the
company  commenced its  activities.  The Company  incurred  interest  expense of
$17,680  in the  second  quarter  of 2006.  The  company  experienced  a loss on
operations of  ($263,268) in the first quarter of 2006,  compared to a ($93,895)
loss in the same  quarter  in 2005.  The net loss per  share  was  ($.03) in the
second  quarter of 2006  compared to a net loss of ($.01) in the same quarter in
2005.

The Company  continued to work toward increasing sales, and was able to increase
its sales volume from $74,583 in the preceding quarter to $415,795 in the second
quarter of
2006. This increase  constitutes a 457% sales growth. All sales growth came from
one customer.  This one customer, our main supplier, and our Company have agreed
to a three party sales commission arrangement for all product delivered directly
from supplier to customer.  This  arrangement  is expected to generate  revenues
from in commissions income in the third fiscal quarter 2006.

The Company  will be  challenged  to replace top line  product  revenue from our
largest  customer,  which amounted to 97% of our revenues in the second quarter,
with product sales to other  customers.  Management  believes this is a positive
development,  because  second  quarter  product  sales to other  customers  were
severely  constrained by limited working capital  availability.  The three party
commission arrangement frees up working capital resources, which can now be used
to build a  broader  customer  base,  while  maintaining  a  profitable  working
relationship with our largest customer.

In the second quarter the Company launched its proprietary blended krill product
"AgilFlex". This product promotes joint health and blends Neptune Krill Oil with
SierraSil minerals. AgilFlex sales in the second quarter were minimal.


Comparison  of Operating  Results for the Six Month Period Ended  June 30,
2006 and June 30, 2005
--------------------------------------------------------------------------------

     Revenues for the six months ended June 30, 2006 were  $490,378 from product
sales and Cost of goods sold amounted to $394,316, for a gross profit of
$96,062.  Pro  forma  revenues  for the six month  period  in 2005 were  $3,839,
resulting in a pro-forma Gross loss of ($1,107). In the six month period of 2006
the  Company  incurred  operating  expenses  of  $494,464,  including  salaries,
consulting,   general  and   administrative,   and  incurred   amortization  and
depreciation of $1,316 for total expenses of $495,780. The Company also incurred
interest  expense of $32,065 on its loans, for an aggregate loss of ($431,783)in
the period in 2006 compared to a ($119,809) net loss in the same period in 2005,
when operating  expenses  amounted to $110,285 and interest  expenses to $8,417.
The Company  experienced,  for the six month period,  a ($.04) loss per share in
2006, compared to a pro forma ($.01) loss per share in the first half of 2005.




<PAGE>

     In September, 2005 the Company acquired Neuro Nutrition, Inc. The result of
the  acquisition  of Neuro  Nutrition is that the Results of Operations of Neuro
Nutrition  are treated as the  operations of the  successor  company.  Life USA,
Inc.,  as the  parent,  had no  operations  in  2005  separately,  prior  to the
acquisition of Neuro Nutrition.

         During  the  six  months  in  2005  ended  June 30,  2005,  Neuro
Nutrition  developed  its  business  plan  in  nutraceutical  marketing,  raised
$345,000 in debt,  convertible to equity,  acquired inventory,  designed labels,
began  marketing,  and  commenced  sales.  For the  first  half of  2005,  Neuro
Nutrition achieved pro forma sales of $3,689, resulting in a gross loss on sales
of $1,107.

     Management  believes  the trend of losses  will  continue at about the same
rate as in the first six months of 2006. The Company anticipates  increasing its
marketing  efforts through the infusion of capital to pay for advertising  media
and sales promotional costs.  Losses may increase when compared to the first six
months of 2006, when the company is able to raise  additional  funding and spend
these funds on  marketing,  and other  operational  expenses,  before  achieving
increased revenues.

<PAGE>

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

     At June 30,  2006,  the Company  had $59,651 in cash and  $110,368 in other
current assets with which to conduct operations.  During the second quarter, the
Company raised $100,000 through the issuance of secured convertible notes. These
notes have been  secured by finished  inventory.  At the end of May 2006,  notes
with a combined principal value of $250,000 matured.  These note holders decided
not to convert the notes into Common Stock,  however  $175,000 of the notes have
extended  the  term.  The  Company  has  been in  ongoing  discussions  with the
unextended  debt holders about  extending  their notes on modified  terms. It is
uncertain  whether these note holders will  continue to extend their notes.  One
other  convertible  note, which matured in June 2006, and with a principal value
of $25,000,  has been  extended as well,  and this note holder has  informed the
Company of their intention to convert to equity.

All other convertible notes, with a combined principal value of $355,000, mature
in 2006, or in the first quarter of 2007. There is no guarantee that these notes
will be converted into Common Stock.

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 fund expected operational losses. Life
USA,  Inc.  intends to seek  additional  funding,  through the issuance of debt,
shares or other  instruments  to fund the  Company's  business  plan.  If we are
unable to raise  additional  funding our working capital will be insufficient to
successfully  execute our business  plan. The Company plans to conduct a Private
Placement of common stock to attempt to raise a total of  $1,000,000 in the next
six months.

     Life USA, Inc.  continues  discussion with other potential  investors,  and
continues to seek substantial funding for our business plan.

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


GOING CONCERN

     The Company's auditor has issued a "going concern" qualification as part of
his opinion in the Review Report.  There is substantial  doubt about the ability
of the Company to continue as a "going concern". At quarter end, the Company had
$59,651 in cash,  inventory of $87,998,  other  current  assets of $22,370,  and
other assets of $7,408 approximately. The current debt is in excess of $804,465.
Current  liabilities  exceed  current  assets by  $634,446.  The effects of such
conditions  could  cause the  Company's  failure  if  additional  capital is not
raised, or profitable operations are not achieved.


<PAGE>




ITEM 3. CONTROLS AND PROCEDURES

a.    Evaluation of Disclosure Controls and Procedures:

Disclosure  controls  and  procedures  are  designed to ensure that  information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act is recorded,  processed,  summarized  and  reported,  within the time period
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including the Chief Executive
Officer and Chief Operating Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  As of the end of the  period  covered  by this
report,  the Company  carried out an evaluation,  under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive  Officer and Chief  Operating  Officer,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based
upon and as of the date of that  evaluation,  the Chief  Executive  Officer  and
Chief Operating  Officer  concluded that the Company's  disclosure  controls and
procedures are effective to ensure that information  required to be disclosed in
the reports the Company  files and submits  under the  Exchange Act is recorded,
processed, summarized and reported as and when required.

b.    Changes in Internal Control over Financial Reporting:

There were no changes  in the small  business  issuer's  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred  during the small  business  issuer's last fiscal quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuer's internal control over financial reporting.

<PAGE>





              PART II - OTHER INFORMATION

ITEM 1. UNREGISTERED SALES OF EQUITY SECURITIES AND THE USE OF PROCEEDS.
----------------------------

Life USA has adopted a stock option plan.  The plan allows  grants up to a total
of 2,000,000 stock options.  As of June 30, 2006, a total of 768,972 options had
been granted, of which 263,351 were granted for services performed during the
second  quarter of fiscal year 2006. The granted stock options have been valued,
using a Black-Scholes model, and were fully expensed. The second quarter's stock
option  expense was $43,908.  The  following  options were granted in the second
quarter 2006:

   Name             # of Options          Exercise Price             Expiry Date
   ----             ------------          --------------             -----------
   Rick Newton           180,000                    $.50               6/30/2011
   John  Schoonbrood      43,351                    $.50               6/30/2011
   Michael Schuett        10,000                    $.50               6/30/2011
   Wes Whiting            10,000                    $.50               6/30/2011
   Kelly Kendall          10,000                    $.50               6/30/2011
   Leland Watson          10,000                    $.50               6/30/2011
                         -------
   Total                 263,351
                         =======

Life USA issued in the quarter  520,000  common  shares to certain  consultants,
advisors and Board of Director  members for their  services.  On the date of the
issuance and on the last day of the  quarter,  the Life USA stock traded at $.30
per share.  The 520,000  shares were fully expensed at a total cost of $156,000.
The following common shares were issued in the second quarter of 2006:

   Name                  # of Shares
   ----                 ------------
   Sierra Mountain Minerals  100,000
   Tina Sampalis             100,000
   John Bradley              100,000
   Mark Urich                100,000
   Wes Whiting                20,000
   Kelly Kendall              20,000
   Lee Watson                 20,000
   Kjell Tornblom             30,000
   Greg Boyd                  30,000

Sierra  Mountain  Minerals is an important  raw  materials  supplier for our new
joint  product,  AgilFlex.  Tina Sampalis is employed by our krill oil supplier.
John Bradley  controls more than 10% of  outstanding  shares.  Wes Whiting,  and
Kelly  Kendall  are Board of  Director  members.  Lee  Watson was a Board of the
Director member, when the shares were issued.

ITEM 2. CHANGE IN SECURITIES.
-------------------------------
See Item 1 above.


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

Certain note holders holding $75,000 in notes,  decided not to convert the notes
into Common Stock,  however  $175,000 of the notes have  extended the term.  The
Company currently does not have the means to redeem their notes, and has been in
ongoing discussions with the unextended debt holders about extending their notes
on modified terms.  It is uncertain  whether these note holders will continue to
extend their notes. One other  convertible note, which matured in June 2006, and
with a principal value of $25,000, has been extended

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

     None.



<PAGE>




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

         Filed July 21, 2006 (Common Stock issuance)
         Filed June 23, 2006  (Resignation  Lee Watson as  director,  Appointing
             Richard Newton as director, Acceptance of $4,000,000 term sheet).
         Filed May 25, 2006 (Press release first quarter  results) Filed May 18,
         2006 (Common Stock  issuance) Filed April 26, 2006  (Resignation  Steve
         Parkinson as director)


<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: August 8, 2006

                      /s/ Rick N. Newton
                      by: ------------------------------
                     Rick N. Newton, Chief Executive Officer
                       and Acting Chief Financial Officer