SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                   FORM 10QSB/A #2


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


For Quarter Ended                                   Commission File Number
- -----------------                                   ----------------------
September 30, 2004                                       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 September 30, 2004





<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 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 to 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, 2002, included
in the Company's Form 10-SB.

<PAGE>

                                 LIFE USA, INC.

                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

                  FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2004
                                   (UNAUDITED)







<PAGE>



                           Michael Johnson & Co., LLC.
                             9175 Kenyon Ave., #100
                                Denver, CO 80237
                               Phone: 303-796-0099
                                Fax: 303-796-0137






                             AUDITORS' REVIEW REPORT



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 September 30, 2004 and the related statements of operations
for the three and nine-months ended September 30, 2004 and 2003 and the period
July 16, 1997 (inception) to September 30, 2004 and cash flows and stockholders'
equity for the nine-months ended September 30, 2004 and 2003 and for July 16,
1997 (Inception) to September 30, 2004. 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.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the balance sheet as of December 31, 2003, and
the related statements of operations, stockholders' equity and cash flows for
the year then ended (not presented herein). In our report dated June 21, 2004,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheets as of
September 30, 2004 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.  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.

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




<PAGE>
<TABLE>
<CAPTION>



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

<S>                                                                                <C>                       <C>

                                                                                    (Restated)
                                                                                     September 30,          December 31,
                                                                                       2004                      2003
                                                                                   --------------            --------------

ASSETS

Other Assets:
     Product Design & Trademark (Net)                                                      1,633                     1,633
                                                                                   --------------            --------------

          Total Other Assets                                                               1,633                     1,633
                                                                                   --------------            --------------

TOTAL ASSETS                                                                             $ 1,633                   $ 1,633
                                                                                   ==============            ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                                                                    $ 3,887                   $ 3,887
     Accrued Expenses                                                                     17,129                    13,079
     Notes Payable - Related Parties                                                      54,382                    54,382
     Note Payable - Other                                                                 15,080                    15,080
                                                                                   --------------            --------------

          Total Current Liabilities                                                       90,478                    86,428
                                                                                   --------------            --------------

Stockholders' Equity
     Common Stock. $0.0001 par value, 100,000,000 shares authorized                           79                        79
     786,534 shares issued and outstanding at December 31, 2003, and
     September 30, 2004
     Additional paid-in capital                                                           22,420                    22,420
     Deficit accumulated during the development stage                                   (111,344)                 (107,294)
                                                                                   --------------            --------------
TOTAL STOCKHOLDERS' EQUITY                                                               (88,845)                  (84,795)
                                                                                   --------------            --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                               $ 1,633                   $ 1,633
                                                                                   ==============            ==============
</TABLE>
See Accountants' Review Report




<PAGE>
<TABLE>
<CAPTION>


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




                                                                                                                      July 16, 1997
                                                         Three-Months Ended                  Nine-Months Ended       (Inception) to
                                                           September 30,                       September 30,           September 30,
                                                       2004              2003             2004              2003               2004
                                                       ----              ----             ----              ----               ----
<S>                                                    <C>               <C>              <C>               <C>          <C>

REVENUES

   Miscellaneous Revenue                                    $ -               $ -              $ -               $ -          $ 528
                                                       --------          --------         --------          --------     ----------
Total Income                                                  -                 -                -                 -            528
                                                       --------          --------         --------          --------     ----------
EXPENSES
     Operating Expenses                                       -               120                -               360         72,076
     Office Expenses                                          -                 -                -                 -         17,615
     Bank Charges                                             -                 -                -                 -            211
                                                       --------          --------         --------          --------     ----------
Total Operating Expenses                                      -               120                -               360         89,902
                                                       --------          --------         --------          --------     ----------
Other Income and Expenses
     Interest Income                                          -                 -                -                 -              5
     Interest Expense                                    (1,350)           (1,350)          (4,050)           (4,050)       (21,975)
                                                       --------          --------         --------          --------     ----------
Net Other Income (Expense)                               (1,350)           (1,350)          (4,050)           (4,050)       (21,970)
                                                       --------          --------         --------          --------     ----------
Net Loss from Operations                               $ (1,350)         $ (1,470)        $ (4,050)         $ (4,410)    $ (111,344)
                                                       ========          ========         ========          ========     ==========
Per Share Information
Profit (Loss) per common share                           *                 *                 (0.01)            (0.01)
                                                       ========          ========         ========          ========
Weighted average number of shares outstanding           786,534           786,534          786,534           786,534
                                                       ========          ========         ========          ========

* Less than $.01

</TABLE>
See Accountants' Review Report

<PAGE>
<TABLE>
<CAPTION>


                                 LIFE USA, INC.
                         (A Development Stage Company)
                         Stockholders' Equity (Deficit)
                               September 30, 2004

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


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 Period                               -               -              -            (4,050)           (4,050)
                                                -------            ----        -------        ----------         ---------
Balance - September 30, 2004                    786,534            $ 79        $22,420        $ (111,344)        $ (88,845)
                                                =======            ====        =======        ==========         =========
</TABLE>
See Accountants' Review Report

<PAGE>
<TABLE>
<CAPTION>

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

                                Indirect Method

                                                                                  (Restated)                        July 16, 1997
                                                                                Nine-Months Ended                  (Inception) to
                                                                                   September 30,                     September 30,
                                                                               2004               2003                 2004
                                                                               ----               ----                 ----
<S>                                                                          <C>                 <C>                  <C>

Cash Flows from Operating Activities:
     Net (Loss)                                                              $ (4,050)           $(4,410)             $ (111,344)
          Stock issued for services                                                 -                  -                  16,457
          Amortization                                                              -                360                   2,197
     Adjustments to reconcile net loss to net cash used
       by operating activities
     Increase (Decrease) in Accounts Payable                                        -                  -                   3,887
     Increase (Decrease) in Accrued Expenses-Interest                           4,050              4,050                  17,129
                                                                             --------            -------              ----------

Net Cash Provided by Operating Activities                                           -                  -                 (71,674)
                                                                             --------            -------              ----------
Cash Flows from Investing Activities:
    Purchase of Intangibles (Trademark)                                             -                  -                  (3,830)
                                                                             --------            -------              ----------
Net Cash from Investing Activities                                                  -                  -                  (3,830)
                                                                             --------            -------              ----------
Cash Flows from Financing Activities
     Proceeds for Notes                                                             -                  -                  69,462
     Proceeds from stock issuance                                                   -                  -                   6,042
                                                                             --------            -------              ----------
Net Cash from (Used by) Financing Activities                                        -                  -                  75,504
                                                                             --------            -------              ----------
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>


                                 LIFE USA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               September 30, 2004
                                   (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 September 30, 2004 and the results
of operations for the three and nine-months ended September 30, 2004 and 2003
and for the period July 16, 1997 (inception) to September 30, 2004, and cash
flows for the nine-months ended September 30, 2004 and 2003 and the for the
period July16, 1997 (inception) to September 30, 2004. 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, 2003.

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 or Plan of Operation
- ------------------------------------------------------------------


Results of Operations for the Quarter Ended September 30, 2004
- --------------------------------------------------------------

     The company had no revenues or operations for the quarter. The company
incurred no expenses in the quarter in 2004 compared to $120 in 2003.  The
company incurred interest expense of $1,350 in the quarter in 2004 and 2003. The
company had ($1,350) loss in the quarter in 2004 compared to a ($1,470) loss in
the quarter in 2003. There was nominal loss per share in 2004 and in 2003. There
can be no assurance that the Company will be able to commence business.


Comparison of Operating Results for the Nine Month Period Ended Septemer 30,
- ----------------------------------------------------------------------------
2004 and September 30, 2003
- ---------------------------

     The Company had no revenues for the period in 2004 or 2003. The Company
incurred no expenses in the nine months in 2004 but incurred $360 in expenses
in 2003 in the same period. The company accrued interest expense of $4,050 in
the nine month period in 2004 and 2003. The company had ($4,050) loss in 2004
compared to a loss of ($4,410) in 2003 in the period. The loss per share in the
period was nominal in (0.01) 2004 and in 2002.

<PAGE>

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

     At Septmeber 30, 2004, the Company had no cash and no other liquid 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 has
acquired another entity that has sufficient resources to fund the Company's
operations.

     When the company recommences operation, lack of existing capital may be a
sufficient impediment to prevent its continuation. If operations are commenced
the Company's needs for additional financing is likely to increase
substantially.

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 commences
acquisition, it may acquire or add employees of an unknown number in the next
twelve months.

     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 $90,478, all of which is current, no cash, no 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.

Item 3.  Controls and Procedures

     The management of the company has evaluated the effectiveness of the
issuer's disclosure controls and procedures as of a date within 90 days prior to
the filing date of the report (evaluation date) and have concluded that the
disclosure controls and procedures are adequate and effective based upon their
evaluation as of the evaluation date.

     There were no significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of the
most recent evaluation of such, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Trends: The company expects that the trend of no income and ongoing losses will
continue in the future until a business operation has been achieved which may
afford revenues and potential cash flows. No assurance can be made that any such
operation will ever occur.


<PAGE>


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
- --------------------------

         The Company is not a party to any pending legal proceedings, and no
such proceedings are known to be contemplated.


Item 2.  Change in Securities
- -----------------------------

         None


Item 3.  Defaults Upon Senior Securities
- ----------------------------------------

         (Not applicable)


Item 4.  Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------

         (Not applicable)


Item 5.  Other Information
- --------------------------

         (Not applicable)


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: June 29, 2005

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