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
------------------                     ----------------------
March 31, 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.

          9,540,534 common shares as of May 1, 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 THREE-MONTHS ENDED MARCH 31, 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 March 31, 2006,  and the related  statements of operations
and cash  flows for the  three-months  ended  March 31,  2006.  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
May 5, 2006


<PAGE>




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

                                            March 31       December 31
                                                2006              2005
                                            --------       -----------
ASSETS
    Cash and cash equivalents            $    15,484      $     52,750
    Accounts Receivable - trade (net)         26,493               646
    Accounts Receivable - other                    0             5,925
    Inventory                                 66,656           108,983
    Prepaid Expenses                           5,293            11,899
                                           ---------        ----------
   Total Current Assets                      113,926           180,203

Other Assets:
    Fixed Assets (Net)                         7,566             8,224
    Product Design & Trademark (Net)             500                 0
                                          ----------        ----------
  Total Other Assets                           8,066             8,224
                                          ----------        ----------
TOTAL ASSETS                              $  121,992        $  188,427
                                          ==========        ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts Payable                       $  135,468        $   99,805
   Accrued Expenses                            4,191             3,329
   Notes Payable                              16,010            17,376
   Convertible Notes Payable                 530,000           500,000
                                          ----------       -----------
     Total Current Liabilities               685,669           620,510
                                          ----------       -----------
Stockholders' Deficit
   Common Stock. $0.0001 par value,
     100,000,000 shares authorized,
     9,540,534 shares issued and
       outstanding,
     at March 31, 2006 and
     December 31, 2005                           954               954
   Additional paid-in capital                232,443           195,523
   Deficit accumulated during
     the development stage                  (797,074)         (628,560)
                                         -----------        ----------
TOTAL STOCKHOLDERS' DEFICIT                 (563,677)         (432,083)
                                         -----------        ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT                    $   121,992        $  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>

                                                                       July 23, 2004
                                 3 Months Ended     3 Months Ended    (Inception) to
                                 March 31, 2006     March 31, 2005    March 31, 2006
                             ------------------    ---------------    --------------
Sales revenues                  $  74,583          $     150         $ 119,544
Cost of goods sold                 52,003                230            80,595
                                ---------          ---------         ---------
   Gross profit                    22,580                (80)           38,949
                                ---------          ---------         ---------
Operating Expenses
   Goodwill write off                   0                  0            14,454
   General and administrative     176,051             25,834           651,511
   Impairment loss                      0                  0           116,667
   Depreciation and amortization      658                  0             9,432
                                ---------          ---------         ---------
   Total Operating Expenses       176,709             25,834           792,064
                                ---------          ---------         ---------
Other Income and Expenses
   Interest Expense               (14,385)                 0           (43,959)
                                ---------          ---------         ---------
Net Other Income (Expense)        (14,385)                 0           (43,959)
                                ---------          ---------         ---------
Net Loss                        $(168,514)         $ (25,914)        $(797,074)
                                =========          =========         =========

Per Share Information
Profit (Loss) per common share
  Basic                         $   (0.02)         $    0.00
  Fully Diluted                     (0.02)              0.00
                                 --------           --------
Weighted average number of
shares outstanding              9,540,534                  0
                                ---------           --------

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

</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>

                                                         3 Months  July 23, 2004
                                    3 Months Ended          Ended    (Inception)
                                          March 31       March 31    to March 31
                                              2006           2005           2006
                                      ------------    -----------   ------------
Cash Flows from Operating Activities:
   Net Profit (Loss)                    $ (168,514)    $  (25,914)    $ (797,074)
 Adjustments to reconcile net loss
    to net cash used
    by operating activities
  Stock Warrants expensed for services      36,921              0        101,028
  Stock Issuance for services                    0              0            275
  Amortization and depreciation                658              0          9,432
  Goodwill write off                             0              0         14,454
  Impairment loss add back                       0              0        116,667
  Decrease (increase) Accounts Receivable  (19,922)             0        (26,493)
  Decrease (increase) in Inventory          42,327              0        (66,656)
  Decrease (increase) in Pre-paid Expenses   6,605              0         (5,293)
  Increase (Decrease) in Accounts Payable   35,663          1,395        135,468
  Increase (Decrease) in Accrued Expenses      862              0          4,191
                                           -------        -------        -------
Net Cash Provided (used)
   by Operating Activities                 (65,400)       (24,519)      (514,101)
                                           -------        -------        -------
Cash Flows from Investing Activities:
   Equipment acquired                         (500)             0         (9,220)
                                           -------        -------        -------
Net Cash Used In Investing Activities         (500)             0         (9,220)
                                           -------        -------        -------
Cash Flows from Financing Activities
   Proceeds (redemption) Notes              28,634         70,000        530,930
   Proceeds from stock issuance                  0          7,725          7,775
                                           -------        -------        -------
Net Cash Provided (used) by
   Financing Activities                     28,634         77,725        538,705
                                           -------        -------        -------
Increase (Decrease) in Cash                (37,266)        53,206         15,484

Cash and Cash Equivalents - Beginning
of Period                                   52,750              0              0
                                          --------       --------       --------
Cash and Cash Equivalents - End of Period $ 15,484       $ 53,206       $ 15,484
                                          ========       ========       ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for interest expense           $     49        $     0       $    119
                                          ========        =======       ========
 Cash paid for income taxes               $      0        $     0       $      0
                                          ========        =======       ========
NON-CASH TRANSACTIONS
 Stock Warrants granted for services      $ 36,921        $     0       $101,028
 Stock issued for services                $      0        $     0       $125,275
 Note payable assumed in reverse takeover $ 15,080        $     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
                                 March 31, 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 March 31, 2006 and the results of
operations for the three-months ended March 31, 2006 and for the period July 23,
2004  (inception) to March 31, 2006, and cash flows for the  three-months  ended
March 31,  2006 and the for the period July 23,  2004  (inception)  to March 31,
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 $571,743
and the  Company  has  suffered  accumulated  losses of $797,074 as of March 31,
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 March 31, 2006, consisted of the following:
     Receivables - gross                $ 29,354
     Allowance for Doubtful Accounts      (2,861)
                                        --------
     Total                              $ 26,493
                                        ========

Note 4 - Inventory

Inventory at March 31, 2006, consisted of the following:
     Raw materials                     $ 55,337
     Finished goods                      11,319
                                       --------
     Total                             $ 66,656
                                       ========

Note 5 - Convertible Notes Payable

Convertible notes payable as of March 31, 2006 consist of the following:
         $ 50,000         Note payable, convertible into 100,000 shares,
                          due May 27, 2006,  incurring interest at 10%, attached
                          to the note are 100,000 warrants exercisable at $0.625
                          per share.
         $ 25,000         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, 2007,  incurring  interest  at 15%,
                          attached  to the note are  40,000  warrants
                          exercisable  at $0.65  per  share.
         $ 50,000         Note payable, convertible into 100,000 shares, due
                          February 28, 2007, incurring interest at 15%, attached
                          to the note are 100,000 warrants exercisable  at $0.65
                          per share.
         $ 75,000         Note payable, convertible into 150,000 shares,
                          due May 27, 2006,  incurring interest at 10%, attached
                          to the note are 150,000 warrants exercisable at $0.625
                          per share.
         $ 50,000         Note payable, convertible into 100,000 shares, due
                          November 11, 2006, incurring interest at 10%, attached
                          to the note are 200,000 warrants exercisable  at
                          $0.625 per share.
         $  5,000         Note payable, convertible into 10,000 shares, due
                          November 11, 2006, incurring interest at 10%, attached
                          to the note are 20,000 warrants exercisable at $0.625
                          per share.
         $ 50,000         Note payable, convertible into 100,000 shares, due
                          November 11, 2006, incurring interest at 10%, attached
                          to the note are 200,000 warrants exercisable at $0.625
                          per share.
         $ 50,000         Note payable, convertible into 100,000 shares, due
                          December 7, 2006, incurring interest at 10%, attached
                          to the note are 200,000 warrants exercisable at $0.625
                          per share.
         $ 25,000         Note payable, convertible into 50,000 shares, due
                          February 20, 2007, incurring interest at 10%, attached
                          to the note are 100,000 warrants exercisable at $0.75
                          per share.
         $  5,000         Note payable, convertible into 10,000 shares, due
                          February 28, 2007, incurring interest at 10%, attached
                          to the note are 20,000 warrants exercisable at $0.75
                          per share.
         --------
         $530,000         Total Convertible notes payable. All these notes are
                          unsecured.
         ========
<PAGE>

Note 6 - Notes Payable

Notes payable at March 31, 2006, consisted of the  following:
   $ 15,080         Note payable at 8%; due on demand; unsecured.
   $    930         Installment Note payable at 10.5%; secured by prepaid
                    insurance
                    premium.
   --------
   $ 16,010         Total Note Payable on March 31, 2006.
   ========

Note 7 - Stock Transactions

Life USA has adopted a stock option plan.  The plan allows  grants up to a total
of 1,000,000 stock options. As of March 31, 2006, a total of 505,621 options had
been granted,  of which 180,621 were granted for services  performed  during the
first  quarter of fiscal year 2006.  The  following  options were granted in the
first quarter:

   Name             # of Options          Exercise Price             Expiry Date
   ----             ------------          --------------             -----------
   Rick Newton            67,500                    $.50               3/31/2011
   AND Consulting         25,000                    $.50               3/31/2011
   John  Schoonbrood      38,121                    $.50               3/31/2011
   Steve Parkinson        10,000                    $.50               3/31/2011
   Michael Schuett        10,000                    $.50               3/31/2011
   Les Whiting            10,000                    $.50               3/31/2011
   Kelly Kendall          10,000                    $.50               3/31/2011
   Leland Watson          10,000                    $.50               3/31/2011
                         -------
   Total                 180,621
                         =======

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 first quarter revenues 74% was wholesale, and 26% was retail. Our largest
customer  accounted for 63% of the company's total revenues.  The second largest
customer  contributed 10% to our quarterly sales. 94% Of total revenue came from
our krill product.

Note 10 - Subsequent events

On April 13, 2006, the company issued  additional  convertible  notes.  The main
terms of the notes are:

         $    50,000      Note  payable,  secured,   convertible  into
                          100,000  shares,  due  July 12, 2006,  incurring
                          interest  at 25%,  attached  to the note  are  100,000
                          warrants exercisable at $0.75 per share.

         $    50,000      Note  payable,  secured,   convertible  into
                          100,000  shares,  due  July 12, 2006,  incurring
                          interest  at 25%,  attached  to the note  are  100,000
                          warrants exercisable at $0.75 per share.
         -----------
         $   100,000      Total Convertible Notes payable issued subsequent to
                          March 31, 2006.
         ===========

<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 first  quarter  of fiscal  year 2006,  the  company  experienced
liquidity  problems due to continuing  operational  losses and continued revenue
growth  resulting  in  increased  working  capital  needs.  The company  reduced
expenses by cutting back consulting engagements.


Results of Operations for the Quarter Ended March 31, 2006, Compared to Same
Period in 2005
--------------------------------------------------------------------------------

The  Company  had  $74,583 in  operating  revenues  from sales of product in the
quarter in 2005,  compared to $150  revenues in the same  quarter in fiscal year
2005.  In the first  quarter  of 2006 Cost of Goods  Sold  amounted  to  $52,003
resulting in gross profit of $22,580. The first quarter 2005 resulted in a Gross
Loss of ($80).

The Company incurred $176,709  operating  expenses,  which included $176,052 for
salaries, legal, accounting,  administrative,  and  depreciation/amortization of
$658 for total  expenses of  $176,709.  These  expenses of $176,709 in the first
quarter in 2006 compare to $25,834 in the first quarter of 2005 when the company
commenced its activities.  The Company  incurred  interest expense of $14,385 in
the first  quarter of 2006.  The company  experienced  a loss on  operations  of
($168,514)  in the first  quarter of 2006,  compared to a ($25,914)  loss in the
same quarter in 2005.  The net loss per share was ($.02) in the first quarter of
2006 compared to nominal loss in the same quarter in 2005.

The company continued to work toward increasing sales and did increase its sales
volume from $27,388 in the preceding  quarter to $74,583 in the first quarter of
2006. This increase constitutes a 172% sales growth.

<PAGE>

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

     At March 31,  2006,  the  Company  had $15,484 in cash and $98,442 in other
current  assets with which to conduct  operations.  In a subsequent  event,  the
Company raised  $100,000  through the issuance of additional  convertible  notes
payable.  The  subsequently  increased  liquidity  will be  used to expand
operations and marketing efforts, and to fund expected operational losses
through July 2006. All outstanding  convertible notes become due before March 1,
2007,  and there is no guarantee  that the notes will be  converted  into Common
Stock, or paid from other funds.

NEED FOR ADDITIONAL FINANCING

   No  commitments to provide  additional  funds have been made by management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be available to the Company to fund expected operational losses. Life
USA Inc. intends to seek additional funding through the issuance of debt, shares
or other  instruments  to fund the Company's  business plan. If we are unable to
raise   additional   funding  our  working   capital  will  be  insufficient  to
successfully  execute our business  plan. The company plans to conduct a Private
Placement of common stock to attempt to raise a total of  $1,000,000 in the next
six months.

   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
$15,484 in cash, inventory of $66,656, other current assets of $31,786, and
other assets of $8,066. The current debt is $685,669. Current liabilities exceed
current  assets by  $571,743.  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  March  31,  2006,  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 March 31, 2006,
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.
----------------------------

     None.

ITEM 2. CHANGE IN SECURITIES.
-------------------------------
     None.


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

     None.


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

     None.



<PAGE>




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

On May 5, 2006, the Company's  stock received a ticker symbol,  which allows the
stock to be publicly traded. The issued ticker symbol is LFUI.OB.

On April 13, 2006, the company issued  additional  convertible  notes.  The main
terms of the notes are:

         $    50,000      Note  payable, secured, convertible  into
                          100,000  shares,  due  July 12, 2006,  incurring
                          interest  at 25% p.a.,  attached  to the note  are
                          100,000 warrants exercisable at $0.75 per share.

         $    50,000      Note  payable, secured, convertible  into
                          100,000  shares,  due  July 12, 2006,  incurring
                          interest  at 25% p.a.,  attached  to the note  are
                          100,000 warrants exercisable at $0.75 per share.
         -----------
         $   100,000      Total Convertible Notes payable issued subsequent to
                          March 31, 2006.
         ===========


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 April 26, 2006, item 5.02.


<PAGE>






                  SIGNATURES

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

                      LIFE USA, INC.

Date: May 15, 2006

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