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
------------------                  ----------------------
September 30, 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


                        2475 Broadway, Boulder, CO 80304
                        --------------------------------
              (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.

          9,086,534 common shares as of November 9, 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. 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, 2004, included
in the  Company's  Form 10-KSB,  and the audited  financial  statements of Neuro
Nutrition, Inc. as included in 8K 12g(3).

<PAGE>


                                 LIFE USA, INC.

                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS

                  FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2005



<PAGE>




             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  consolidated balance sheet of Life USA, Inc.,
a  development  stage  company,  as of  September  30,  2005,  and  the  related
consolidated statements of operations for the three-months and nine-months ended
September 30, 2005,  the related  statement of  stockholders'  deficit,  and the
consolidated  statements of cash flows for the  nine-months  ended September 30,
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
November 11, 2005


<PAGE>




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

                                        September 30       December 31
                                                2005              2004
                                            --------       -----------
ASSETS
    Cash and cash equivalents            $    67,404      $          0
    Accounts Receivable - trade                1,446                 0
    Accounts Receivable - officer              3,898                 0
    Inventory                                103,640                 0
    Prepaid Expenses                           8,904                 0
                                           ---------        ----------
   Total Current Assets                      185,292                 0

Other Assets:
    Fixed Assets (Net)                         2,687                 0
    Product Design & Trademark (Net)         241,667                 0
                                          ----------        ----------
  Total Other Assets                         244,354                 0
                                          ----------        ----------
TOTAL ASSETS                              $  429,646        $        0
                                          ==========        ==========




LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                       $  154,862        $        0
   Accrued Expenses                           26,942                 0
   Convertible Notes Payable                 345,000                 0
   Note Payable                               15,080                 0
                                          ----------       -----------
     Total Current Liabilities               541,884                 0
                                          ----------       -----------
Stockholders' Equity (Deficit)
   Common Stock. $0.0001 par value,
     100,000,000 shares authorized,
     9,086,534 shares issued and
       outstanding,
     at September 30, 2005 and
     December 31, 2004                           909                 0
   Common Stock - to be issued                    45                 0
   Additional paid-in capital                131,416                 0
   Deficit accumulated during
     the development stage                  (244,608)                0
                                         -----------        ----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)        (112,238)                0
                                         -----------        ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)           $   429,646        $        0
                                         ===========        ==========

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


                             Three         July 23           Nine       July 23             July 23
                            Months            2004         Months          2004                2004
                             Ended     (Inception)          Ended   (Inception)      (Inception) to
                          Sept. 30     to Sept. 30       Sept. 30   to Sept. 30        September 30
                              2005            2004           2005          2004                2005
                              ----            ----           ----          ----                ----
<S>                       <C>             <C>         <C>              <C>               <C>

REVENUES
  Sales Revenue           $ 13,884         $     -      $ 17,573       $      -           $  17,573
  Cost of Goods Sold         7,119               -        11,835              -              11,835
                          --------         -------      --------       --------           ---------
  Gross profit               6,765               -         5,738              -               5,738

EXPENSES
   Goodwill write off       14,454               -        14,454              -              14,454
   Operating Expenses      125,000               -       209,451              -             209,451
   Depreciation and
     amortization            8,524               -         8,524              -               8,524
                          --------        --------      --------       --------           ---------
Total Operating Expenses   147,978               -       232,429              -             232,429
                          --------        --------      --------       --------           ---------
Other Income and Expenses
   Interest Income               -               -             -              -                   -
   Interest Expense         (9,500)              -       (17,917)             -             (17,917)
                          --------        --------      --------       --------           ---------
Net Other Income
  (Expense)                 (9,500)              -       (17,917)             -             (17,917)
                          --------        --------      --------       --------           ---------
Net Loss from Operations $(150,731)       $      -    $ (244,608)      $      -          $ (244,608)
                          ========        ========      ========       ========           =========
Per Share Information
Profit (Loss) per
   common share
  Basic                  $   (0.06)      $   (0.00)   $    (0.21)       $ (0.00)
  Fully Diluted              (0.06)          (0.00)   $    (0.21)       $ (0.00)
                         ========         ========    ==========        =======
Weighted average
number of shares
outstanding              2,410,447               0     1,155,217              0

                         =========        ========     =========        =======
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>





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


                                              Nine        July 23           July 23
                                            Months           2004              2004
                                             Ended    (Inception)    (Inception) to
                                          Sept. 30    to Sept. 30      September 30
                                              2005           2004              2005
                                              ----           ----              ----
<S>                                       <C>               <C>           <C>

Cash Flows from Operating Activities:
   Net Profit (Loss)                      $ (244,608)       $     -       $ (244,608)
 Adjustments to reconcile net loss
    to net cash used
    by operating activities
  Stock Issuance for services                    275              -               275
  Amortization and depreciation                8,524              -             8,524
  Goodwill write-off                          14,454              -            14,454
  Decrease (increase) Accounts Receivable     (5,344)             -            (5,344)
  Decrease (increase) in other assets       (112,544)             -          (112,544)
  Increase (Decrease) in Accounts Payable     51,623              -            51,623
  Increase (Decrease) in Accrued Expenses      5,126              -             5,126
                                             -------        -------           -------
Net Cash Provided (used)
   by Operating Activities                  (282,493)             -          (282,493)
                                             -------        -------           -------
Cash Flows from Investing Activities:
   Equipment acquired                         (2,878)             -            (2,878)
                                           -------        -------           -------
Net Cash from Investing Activities            (2,878)             -            (2,878)
                                           -------        -------           -------
Cash Flows from Financing Activities
   Proceeds (redemption) Notes               345,000              -           345,000
   Proceeds from stock issuance                7,775              -             7,775
                                           -------        -------           -------
Net Cash provided (used) by
   Financing Activities                      352,775              -           352,775
                                           -------        -------           -------
Increase (Decrease) in Cash                   67,404              -            67,404

Cash and Cash Equivalents -
 Beginning of Period                               -              -                 -
                                             -------        -------        ----------
Cash and Cash Equivalents -
 End of Period                              $ 67,404      $       -        $   67,404
                                             =======        =======        ==========
SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION

 Cash paid for interest expense             $      -        $     -          $      -
                                             =======        =======        ==========
 Cash paid for income taxes                 $      -        $     -          $      -
                                             =======        =======        ==========
NON-CASH TRANSACTIONS
 Stock issued for services                  $    275        $     -          $    275
 Acquisition Rosedale name
  for 250,000 common shares plus
  $125,000 as a payable                     $250,000        $     -          $250,000
                                             =======        =======        ==========
</TABLE>

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


<PAGE>
<TABLE>
<CAPTION>



                                                            LIFE USA, Inc.
                                                     (A Development Stage Company)
                                                  Statement of Stockholders' Deficit

                                                        Common   Additional
                                  Common Stock        Stock to      Paid-In   Retained
                                        Shares    Amount   be issued      Capital    Deficit      Totals
                                  ------    ------   ---------      -------   --------    --------
<S>                           <C>           <C>      <C>          <C>        <C>       <C>

Balance-July 23, 2004
(Inception)                         -    $    -      $    -       $    -     $    -    $      -
                                  ------    ------   ---------      -------   --------    --------
Balance-December 31, 2004           -         -           -            -          -           -

Recapitalization                 786,534        79           -     (134,259)         -    (134,180)
Stock issued for Rosedale
 name                            250,000        25           -      124,975          -     125,000
Stock issued for services        275,000        27           -          248          -         275
Stock issued for cash          7,775,000       778           -        6,997          -       7,775
Common stock to be issued              -         -          45      133,455          -     133,500
Net loss                               -         -           -            -   (244,608)   (244,608)
                              ----------      ----         ---     --------   ---------  ----------
Balance - September 30, 2005   9,086,534       909          45      131,416   (244,608)  $(112,238)
                              ==========      ====         ===     ========   ========   ==========
</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
                               September 30, 2005


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 September 30, 2005 and the results
of operations for the three and nine-months ended September 30, 2005 and for the
period July 16, 1997  (inception) to September 30, 2005,  stockholders'  equity,
and cash flows for the  nine-months  ended  September  30,  2005 and the for the
period July 16, 1997 (inception) to September 30, 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-QSB,
and do not  contain  certain  information  included  in  the  Company's  audited
financial statements and notes for the fiscal year ended December 31, 2004.

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.


<PAGE>




The Company is a development  stage company and has earned limited  revenue from
operations. The Company's current liabilities exceed current assets by $356,592.
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.

Note 3 - Accounts Receivable Other

Accounts   Receivable   Other  include  $3,898  advance  to  an  officer  and  a
shareholder.

Note 4 - Inventory

Inventory at September 30, 2005, consisted of the following:
     Raw materials     $98,000
     Finished goods      5,640
                      --------
     Total            $103,640
                      ========

Note 5 - Convertible Notes Payable

Convertible notes payable as of September 30, 2005 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.

         $ 25,000         Note payable, convertible into 50,000 shares, due June
                          7, 2006, incurring interest at 10%.

         $ 50,000         Note payable, convertible into 100,000 shares, due May
                          27, 2006, interest at 10%.

         $ 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.

         $ 20,000         Note payable, convertible into 40,000 shares, due
                          February 28, 2006, 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, 2006, 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.

         --------
         $345,000         Total Convertible Notes Payable. All these notes are
                          unsecured.
         ========


<PAGE>




Note 6 - Note Payable

Note payable at September  30, 2005,  consisted of the  following:  $15,080 Note
payable at 8%; due on demand; unsecured.

Note 7 - Common Stock to be issued

The Company  received  during the period  ended  September  30, 2005, a $113,500
advance which was later  converted to a  subscription  to 454,000 common shares.
These shares had not yet been subscribed or issued on September 30, 2005.

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 - Subsequent events

On November 11, 2005, the company issued additional  convertible notes. The main
terms of the notes are:

         $    50,000      Note  payable,  unsecured,   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,  unsecured,   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, unsecured, 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.
         --------
         $105,000   Total Notes payable issued subsequent to September 30, 2005.
         ========


<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.


<PAGE>

     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.

   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 2004 and any  Current  Reports on Form 8-K filed by the
Company.

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

     During the third quarter,  the company acquired Meuro Nutrition,  Inc. in a
share exchange, as a wholly owned subsidiary.  From an accounting viewpoint this
is  treated as a reverse  takeover.  This  resulted  in  substantial  changes in
capitalization due to the cash, and inventory assets of Neuro Nutrition, as well
as changes (increases) in debt acquired through Neuro. The results are that, due
to the Neuro Nutrition  Acquistion,  the company's  current assets  increased to
$185,292,  and other assets  increased  to $244,354,  for a total of $429,646 at
September 30, 2005.  The  liabilities  of Neuro  Nutrition  constitute  accounts
payable of $154,862,  accrued expenses of $26,942, and notes payable of $345,000
and $15,080. Total liabilities are $541,884, all of which are current, at period
end.  The  company  has a deficit in working  capital at  September  30, 2005 of
$356,592.  Since  September 30, 2005 the company has borrowed  $105,000 in notes
due November 11, 2006,  to increase its  operating  cash.  After quarter end the
company  converted  a $113,500  advance to a  subscription  for  454,000  common
shares.



<PAGE>




Results of Operations for the Quarter Ended  September 30, 2005 Compared to Same
Period in 2004
--------------------------------------------------------------------------------

     The company had operating revenues from sales of product in 2005,  compared
to no revenues in 2004 in the quarter.  Revenues for the quarter ended September
30, 2005 were $13,884,  and Cost of Goods Sold  amounted to $7,119  resulting in
gross profit of $6,765. The Company incurred $147,978 operating expenses,  which
included   $125,000  for  salaries,   legal, accounting,   administrative,   and
depreciation/amortization  of  $22,978 for total  expenses  of  $147,978.  These
expenses of  $147,978  in the quarter in 2005  compare to none in the quarter in
2004 when there was no  activity  of the parent or the  subsidiary.  The Company
incurred  interest  expense of $9,500 in the third quarter in 2005.  The company
experienced  a loss on operations of $150,731 in the quarter in 2005 compared to
no loss on no  operations  in the  quarter  in 2004.  The net loss per share was
($.06) in the quarter in 2005 compared to none in the same quarter in 2004.

     The company acquired Neuro Nutrition, Inc. as a wholly owned subsidiary, in
September  2005,  in exchange for 8,300,000  shares of common stock.  The parent
company,  Life  USA,  Inc.  had  no  operations  until  the  acquisition  of its
subsidiary, Neuro Nutrition, Inc. Neuro Nutrition is engaged in the marketing of
nutraceutical  products,  and during the quarter, it continued its business plan
by acquiring inventory, building sales volume, designing marketing and obtaining
operating  capital  through  loans.  The operation of Neuro are included in this
report as the successor company.

The company  (which as discussed  herein treats Neuro as the successor  company)
purchased  wholesale  inventory  of Krill  product  from  NTO,  as well as Joint
Formula capsules from Sierra Sil,  totaling  $103,640.  The company continued to
work toward  increasing  sales and did  increase its sales volume from $3,689 in
the preceding quarter to $13,884 in the third quarter.

Comparison  of Operating  Results for the Nine Month Period Ended  September 30,
2005 and September 30, 2004
--------------------------------------------------------------------------------

     Revenues for the nine months ended  September 30, 2005 were  $17,573,  from
product  sales and Cost of Goods Sold  amounted to $11,835 for a gross profit of
$5,738.  The Company had no revenues for the nine month  period in 2004.  In the
period  in 2005,  primarily  through  Neuro  Nutrition,  the  company,  incurred
operating  expenses of $209,541,  including  salaries,  consulting,  general and
administrative   and  incurred  other  goodwill  write  off,   amortization  and
depreciation  of $22,978  for total  expenses  of  $232,429.  The  company  also
incurred  interest  expense of $17,917 on its loans,  for an  aggregate  loss of
($244,608)in  the period in 2005 compared to no loss in the period in 2004.  The
Company experienced, for the nine month period, a ($.21) loss per share in 2005,
compared to no profit loss per share in 2004.




<PAGE>






           In  the  nine  month  period  in  2005  the  Company  acquired  Neuro
Nutrition,  Inc. as more fully  discussed in the Results of  Operations  for the
quarter ended  September 30, 2005 above.  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  nine  months  in  2005  ended  September  30,  2005  Neuro
Nutrition,  the  wholly  owned  subsidiary,   developed  its  business  plan  in
nutraceutical  marketing,  raised  $345,000  in  debt,  convertible  to  equity,
acquired inventory,  designed labels,  began marketing,  and commenced sales. At
period end it had inventory of $103,640 and had achieved sales in the period of
$17,573  resulting  in a gross  profit on sales of  $5,738  or 32%.  In the same
period in 2004, Life USA, Inc. had no revenues or expenses,  no activities,  and
Neuro Nutrition had not yet been active.

     Management  believes  the trend of losses  will  continue at about the same
rate for the last  quarter  of 2005  and  first  quarter  of 2006.  The  company
anticipates  increasing its marketing efforts through the infusion of capital to
pay for advertising media and sales promotional costs.



<PAGE>




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

     At  September  30,  2005,  the Company had $67,404 in cash and  $117,888 in
other current assets with which to conduct  operations.  In a subsequent  event,
the Company raised $105,000 through the issuance of additional convertible notes
payable.  The  subsequently  increased  liquidity  will be  sufficient to expand
operations  and  marketing  efforts,  and to fund  expected  operational  losses
through  January 2006. All outstanding  convertible  notes become due during the
year  2006,  and there is no  guarantee  that the 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. intents 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.


   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 has
$67,404 in cash,  inventory of $103,640,  other current  assets of $14,248,  and
other assets of $244,354 approximately. The  current debt is in excess of
$541,884.  Current liabilities exceed current assets by $356,592. 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 Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have materially  affected
those  controls  subsequent  to the date of the  evaluation  referred  to in the
previous  paragraph,  including any correction action with regard to material
deficiencies and material weakness.


<PAGE>





              PART II - OTHER INFORMATION

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


454,000  Restricted common shares were issued in satisfaction of a $113,500 cash
advance to 2 persons pursuant to the exemption from  Registration  under Section
4(2) of the  Securities  Act of 1933.  The  proceeds  were  used to pay  accrued
outstanding debt of the company.

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.



<PAGE>




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

On November 11, 2005,  the company  issued  additional  convertible  notes.  The
material terms of the notes are:

         $  50,000        Note  payable,  unsecured,   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,  unsecured,   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, unsecured, 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.
         --------
         $105,000         Total Notes payable issued subsequent to September
         ========         30, 2005.



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 7, 2005 (Change of Auditors)

         Filed September 14, 2005


<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: November 23, 2005

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