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, 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 November 11, 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 NINE-MONTHS ENDED SEPTEMBER 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  September  30,  2006,  and  the  related  statements  of
operations  for the three months and  nine-months  ended  September 30, 2006 and
2005,  and the  related  statements  of cash  flows  for the  nine-months  ended
September 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
November 13, 2006







<PAGE>



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

                                             Sept 30       December 31
                                                2006              2005
                                            --------       -----------
ASSETS
    Cash and cash equivalents            $    19,056      $     52,750
    Accounts Receivable - trade (net)          9,367               646
    Accounts Receivable - other                    0             5,925
    Inventory                                192,059           108,983
    Prepaid Expenses                          41,907            11,899
                                           ---------        ----------
   Total Current Assets                      262,389           180,203

Other Assets:
    Fixed Assets (Net)                         6,915             8,224
    Product Design & Trademark (Net)             500                 0
                                          ----------        ----------
  Total Other Assets                           7,415             8,224
                                          ----------        ----------
TOTAL ASSETS                              $  269,804        $  188,427
                                          ==========        ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts Payable                       $  312,748        $   99,805
   Accrued Expenses                           13,934             3,329
   Notes Payable                              45,304            17,376
   Convertible Notes Payable                 630,000           500,000
                                          ----------       -----------
     Total Current Liabilities             1,001,986           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 September 30, 2006 and
     December 31, 2005 respectively            1,006               954
   Additional paid-in capital                485,236           195,523
   Deficit accumulated during
     the development stage                (1,218,424)         (628,560)
                                         -----------        ----------
TOTAL STOCKHOLDERS' DEFICIT                 (732,182)         (432,083)
                                         -----------        ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT                    $   269,804        $  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    9 Months    9 Months         2004
                                 Ended       Ended       Ended       Ended   (Inception)
                               Sept 30     Sept 30     Sept 30     Sept 30   to Sept 30
                                  2006        2005        2006        2005         2006
                             ---------   ---------   ---------   ---------    ---------
Sales revenues               $ 144,497   $  13,884   $ 634,874   $  17,573    $ 679,835
Sales commission income         32,700           0      32,700           0       32,700
Cost of goods sold             113,062       7,119     507,377      11,835      535,969
                             ---------   ---------   ---------   ---------    ---------
   Gross profit                 64,135       6,765     160,197       5,738      176,566
                             ---------   ---------   ---------   ---------    ---------
Operating Expenses
   Goodwill write off                0      14,454           0      14,454       14,454
   General and administrative  190,925     125,000     685,388     209,451    1,160,849
   Impairment loss                   0           0           0           0      116,667
   Depreciation & amortization     658       8,524       1,974       8,524       10,748
                             ---------   ---------   ---------   ---------    ---------
   Total Operating Expenses    191,583     147,978     687,362     232,429    1,302,718
                             ---------   ---------   ---------   ---------    ---------
Other Income and Expenses
   Interest Expense            (30,633)     (9,500)    (62,699)    (17,917)     (92,272)
                             ---------   ---------   ---------   ---------    ---------
Net Other Income (Expense)     (30,633)     (9,500)    (62,699)    (17,917)     (92,272)
                             ---------   ---------   ---------   ---------   ----------
Net Loss                     $(158,081)  $(150,713)  $(589,864)  $(244,608) $(1,218,424)
                             =========    =========  =========   =========   ==========

Per Share Information
Profit (Loss) per common share
  Basic                      $   (0.02)  $   (0.06)   $  (0.06)   $  (0.21)
  Fully Diluted                  (0.02)      (0.06)      (0.06)      (0.21)
                              --------     --------
Weighted average number of
shares outstanding          10,060,534   2,410,447   9,801,486   1,155,217
                             ---------    ---------  ---------   ---------

</TABLE>

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 Cash Flows
                                 Indirect Method
                                    Unaudited



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

                                          9 Months       9 Months  July 23, 2004
                                             Ended          Ended    (Inception)
                                           Sept 30        Sept 30     to Sept 30
                                              2006           2005           2006
                                      ------------    -----------   ------------
Cash Flows from Operating Activities:
   Net Profit (Loss)                    $ (589,864)    $ (244,608)   $(1,218,424)
 Adjustments to reconcile net loss
    to net cash used
    by operating activities
  Stock Warrants expensed for services     133,765              0        197,872
  Stock Issuance for services              156,000            275        156,275
  Amortization and depreciation              1,974          8,524         10,748
  Goodwill write off                             0         14,454         14,454
  Impairment loss add back                       0              0        116,667
  Decrease (increase) Accounts Receivable   (2,796)        (5,344)        (9,367)
  Decrease (increase) in Other Assets      (83,076)      (112,544)      (192,058)
  Decrease (increase) in Pre-paid Expenses (30,007)             0        (41,906)
  Increase (Decrease) in Accounts Payable  212,942         51,623        312,692
  Increase (Decrease) in Accrued Expenses   10,605          5,127         13,935
                                           -------        -------        -------
Net Cash Provided (used)
   by Operating Activities                (190,457)      (282,493)      (639,112)
                                           -------        -------        -------
Cash Flows from Investing Activities:
   Equipment acquired                       (1,165)        (2,878)        (9,831)
                                           -------        -------        -------
Net Cash Used In Investing Activities       (1,165)        (2,878)        (9,831)
                                           -------        -------        -------
Cash Flows from Financing Activities
   Proceeds (redemption) Notes             157,928        345,000        660,224
   Proceeds from stock issuance                  0          7,775          7,775
                                           -------        -------        -------
Net Cash Provided (used) by
   Financing Activities                    157,928        352,775        667,999
                                           -------        -------        -------
Increase (Decrease) in Cash                (33,694)        67,404         19,056

Cash and Cash Equivalents - Beginning
of Period                                   52,750              0              0
                                          --------       --------       --------
Cash and Cash Equivalents - End of Period $ 19,056       $ 67,404       $ 19,056
                                          ========       ========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for interest expense           $    766        $     0       $    885
                                          ========        =======       ========
 Cash paid for income taxes               $      0        $     0       $      0
                                          ========        =======       ========
NON-CASH TRANSACTIONS
 Stock Warrants granted for services      $133,765       $      0       $197,872
 Stock issued for services                $156,000       $250,275       $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
                                  September 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 September 30, 2006 and the results
of operations for the three and nine-months ended September 30, 2006 and for the
period July 23, 2004  (inception)  to September 30, 2006, and cash flows for the
nine-months  ended  September  30,  2006 and the for the  period  July 23,  2004
(inception)  to  September  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 $739,597
and the Company has suffered  accumulated  losses of  $1,218,424 as of September
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  September  30,  2006,  consisted  of the
following:
     Receivables - gross                $ 12,228
     Allowance for Doubtful Accounts      (2,861)
                                        --------
     Total                              $  9,367
                                        ========

Note 4 - Inventory

Inventory at September 30, 2006, consisted of the following:
     Raw materials                     $ 66,441
     Finished goods                     125,618
                                       --------
     Total                             $192,059
                                       ========

Note 5 - Convertible Notes Payable

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

         $ 50,000      Note payable 1, convertible into 151,515 shares,
                       due September 30, 2006,  incurring interest at 25%,
                       attached to the note are 151,515 warrants exercisable at
                       $0.625 per share. The note is secured by a subordinated
                       pledge of inventory and accounts receivable.

         $ 25,000      Note payable 2,  convertible  into 50,000 shares,
                       due September 7, 2006, incurring interest at 10%.
                       Note holder has verbally agreed to extend the note.

         $ 50,000      Note payable 3, convertible into 151,515 shares,
                       due September 30, 2006,  incurring interest at 25%.
                       The note is secured by a subordinated pledge of inventory
                       and accounts receivable.

         $ 75,000      Note payable 4, convertible into 227,273 shares,
                       due September 30, 2006,  incurring interest at 25%,
                       attached to the note are 227,273 warrants exercisable at
                       $0.625 per share. The note is secured by a subordinated
                       pledge of inventory and accounts receivable.

         $ 20,000      Note payable 5, 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.
<PAGE>

         $ 50,000      Note payable 6, 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 7, 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.

         $ 50,000      Note payable 8, 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 9, 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 10, 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 11, 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 12, 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 13, 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 14, 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 and accounts
                       receivable.

         $ 50,000      Note payable 15, 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 and accounts
                       receivable.
         --------
         $630,000     Total Convertible notes payable. All these notes, with the
                      exception of notes 1, 3, 4, 14 and 15 are unsecured.
         ========


<PAGE>

Note 6 - Notes Payable

Notes payable at September 30, 2006, consisted of the following:

   $  9,807         Note payable at 9%; due on demand; secured by insurance
                    coverage.
   $ 20,417         Note payable at 11%; due on demand; secured by insurance
                    coverage.
   $ 15,080         Note payable at 8%; due on demand; unsecured.
   --------
   $ 45,304         Total Note Payable on September 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  September  30, 2006, a total of 1,089,389
options had been granted,  of which 320,417 were granted for services  performed
during the third  quarter of fiscal year 2006.  The granted  stock  options have
been valued,  using a Black-Scholes  model,  and were fully expensed.  The third
quarter's stock option expense was $52,937.  The following  options were granted
in the third quarter 2006:

   Name             # of Options          Exercise Price             Expiry Date
   ----             ------------          --------------             -----------
   Rick Newton           190,000                    $.50               9/30/2011
   John  Schoonbrood      45,000                    $.50               9/30/2011
   Michael Schuett         6,667                    $.50               9/30/2011
   Wes Whiting            10,000                    $.50               9/30/2011
   Kelly Kendall          10,000                    $.50               9/30/2011
   KMG Marketing          30,000                    $.50               9/30/2011
   Randy Evans            27,500                    $.50               9/30/2011
   Dick Griffin            1,250                    $.50               9/30/2011
                         -------
   Total                 320,417
                         =======

On the date of the grant and on the last day of the quarter,  the Life USA stock
traded at $.30 per share.  Wes Whiting,  Rick Newton and Kelly Kendall are Board
of Director  members.  Michael  Schuett was a board member  during the first two
months of the quarter.

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 third  quarter  revenues,  90% was  wholesale,  and 10% was  retail.  Our
largest  customer  accounted for 51% of the company's total revenues.  The third
largest  customer  contributed 12% to our quarterly  sales. 94% of total revenue
came from our krill product.

Note 10 - Subsequent events

The  company  filed  an  invitation  for a  shareholder  meeting,  to be held on
November 17, 2006, on form DEF 14A with the Securities and Exchange  Commission.
The shareholders are asked to vote on the following proposals:

     1.   To elect three  directors to hold office until the next annual meeting
          of shareholders and qualification of their respective successors.
     2.   To  ratify  the  appointment  of  Jaspers  + Hall,  PC as  Independent
          Accountants for the annual period ending December 31, 2006.
     3.   To change the  Company's  name to a name to be determined by the Board
          of Directors. (Amendment to Articles of Incorporation)
     4.   To authorize a reverse split of the Company's  common stock on a basis
          of up to twelve for one. Fractional shares will be rounded up to
          the next whole share.  (Amendment to Articles of Incorporation)
<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 third quarter of fiscal year 2006, the Company experienced
liquidity  problems due to continuing  operational losses 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.

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

The Company  had  $144,497 in  operating  revenues  from sales of product in the
third quarter in 2006, compared to $13,884 revenues in the same period in fiscal
year 2005. In the third quarter of 2006 Cost of Goods Sold amounted to $113,062.
The  company  also  received   $32,700  in  commission   income  on  a  brokered
transaction.  Revenues,  commission  and Cost of Goods  Sold  resulted  in gross
profit of $64,135. The third quarter 2005 resulted in a Gross Profit of $6,765.

The Company incurred $191,583  operating  expenses,  which included $190,925 for
salaries, legal, accounting,  administrative,  and  depreciation/amortization of
$658 for total expenses of $191,583. These expenses of $191,583 in the third
quarter in 2006  compare to $147,978 in the third  quarter of 2005.  The Company
incurred  interest  expense of $30,634 in the third quarter of 2006. The company
experienced  a loss on  operations  of  ($158,081) in the third quarter of 2006,
compared  to a  ($150,713)  loss in the same  quarter in 2005.  The net loss per
share was ($.02) in the third  quarter of 2006  compared to a net loss of ($.06)
in the same quarter in 2005.

Due to limited  working  capital  resources  the Company  brokered one krill oil
transaction  and received  $32,700 in  commission  income from two parties.  The
commissioned  transaction was settled during the quarter, and has been accounted
for on a net basis. This had a negative impact on our product sales performance,
while  preserving  our Gross Profit and did not constrain  our working  capital.
Product  sales  volume  decreased  from  $415,794  in the  preceding  quarter to
$144,497 in the third quarter of 2006.

The largest  customer in the third quarter  generated 51% of product sales.  The
Company will be challenged to replace top line product  revenue from our largest
customer, with product sales to other customers.

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  third  quarter  amounted  to 2% of
product sales.

<PAGE>

Comparison  of Operating  Results for the Nine Month Period Ended  September 30,
2006 and September 30, 2005
--------------------------------------------------------------------------------

     Revenues for the nine months ended  September  30, 2006 were  $634,874 from
product sales and Commission Income and Cost of goods sold amounted to $507,377,
for a gross profit of $160,197.  Pro forma revenues for the nine month period in
2005 were $17,573,  resulting in a pro-forma Gross profit of $5,738. In the nine
month  period of 2006 the  Company  incurred  operating  expenses  of  $685,388,
including  salaries,  consulting,  general  and  administrative,   and  incurred
amortization  and  depreciation  of $1,974 for total  expenses of $687,362.  The
Company also incurred interest expense of $62,699 on its loans, for an aggregate
loss of ($589,864)  in the period in 2006  compared to a ($244,608)  net loss in
the same period in 2005,  when  operating  expenses  amounted  to  $232,429  and
interest  expenses  to  $17,917.  The  Company  experienced,  for the nine month
period, a ($.06) loss per share in 2006, compared to a pro forma ($.21) loss per
share in the first nine months of 2005.

     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  nine  months  in 2005  ended  September  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 nine months of 2006. The Company anticipates to discontinue
nutraceutical activities, if shareholders approve to do so.

<PAGE>

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

     At  September  30,  2006,  the Company had $19,056 in cash and  $243,333 in
other current assets with which to conduct operations. Several convertible notes
payable matured on or before September 30, 2006, and several of these notes have
been  secured by  inventory  and  accounts  receivable.  The Company has been in
ongoing  discussions  with these 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 the fourth  quarter  of 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.

     Life USA, Inc.  continues  discussion with other potential  investors.

   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
$19,056 in cash,  inventory of $192,059,  other current  assets of $51,274,  and
other  assets  of  $7,415  approximately.  The  current  debt  is in  excess  of
$1,001,986.  Current liabilities exceed current assets by $739,597.  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:

The  management of the company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of the end of the period of the report
June 30, 2006 and have concluded that the disclosure  controls internal controls
and procedures are adequate and effective based upon their  evaluation as of the
evaluation date.

b.       Changes in Internal Control over Financial Reporting:

There  were no changes  in the small  business  issuers  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  issuers last fiscal  quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuers 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  September  30, 2006, a total of 1,089,389
options had been granted,  of which 320,417 were granted for services  performed
during the third  quarter of fiscal year 2006.  The granted  stock  options have
been valued,  using a Black-Scholes  model,  and were fully expensed.  The third
quarter's stock option expense was $52,937.  The following  options were granted
in the third quarter 2006:

   Name             # of Options          Exercise Price             Expiry Date
   ----             ------------          --------------             -----------
   Rick Newton           190,000                    $.50               9/30/2011
   John  Schoonbrood      45,000                    $.50               9/30/2011
   Michael Schuett         6,667                    $.50               9/30/2011
   Wes Whiting            10,000                    $.50               9/30/2011
   Kelly Kendall          10,000                    $.50               9/30/2011
   KMG Marketing          30,000                    $.50               9/30/2011
   Randy Evans            27,500                    $.50               9/30/2011
   Dick Griffin            1,250                    $.50               9/30/2011
                         -------
   Total                 320,417
                         =======

On the date of the grant and on the last day of the quarter,  the Life USA stock
traded at $.30 per share.  Wes Whiting,  Rick Newton and Kelly Kendall are Board
of Director  members.  Michael  Schuett was a board member  during the first two
months of the quarter.

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 to
September 30, 2006. Two notes for a total principal value of $100,000 matured on
September  12,  2006,  and have  not  been  redeemed,  converted,  or  extended.
Additional  notes,  with an  aggregate  principal  value of $155,000  matured on
November 11, 2006, and have not been converted, redeemed or extended.

 The Company  currently  does not have the means to redeem these matured  notes,
and has been in ongoing  discussions with the debt holders about extending their
notes on  modified  terms.  It is  uncertain  whether  these note  holders  will
continue to extend their notes.

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

Company  filed a Proxy  Statement  Pursuant to Section  14(a) of the  Securities
Exchange Act of 1934 on November 6, 2006. The  stockholders  are invited to vote
on:
     1. To elect three directors to hold office until the next annual meeting of
     shareholders and qualification of their respective successors.

     2.  To  ratify  the  appointment  of  Jaspers  +  Hall,  PC as  Independent
     Accountants for the annual period ending December 31, 2006.

     3. To change the  Company's  name to a name to be determined by the Board
     of Directors. (Amendment to Articles of Incorporation)

     4. To authorize a reverse split of the Company's common stock on a basis of
     up to twelve  for one.  Fractional  shares  will be  rounded up to the next
     whole share.

<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  November 3, 2006 (Kelly  Kendall  resigned  as  Director)  Filed
         September 6, 2006 (Michael  Schuett resigned as President and Director)
         Filed August 29, 2006 (Press release second quarter results) Filed July
         21, 2006 (Unregistered sales of Equity Securities)

<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 15, 2006

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