FORM 10-KSB/A


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended December 31, 2004


                             Commission File Number
                             ----------------------
                                    000-50294


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


Colorado                                               84-142675
- ------------------------                               -----------------------
(State of incorporation)                               IRS Employer ID Number


1020 W. Timbervale Trail, Highlands Ranch, CO                            80219
- --------------------------------------------------                       -----
(Address of principal executive offices)                             (Zip Code)


                                      None
                                  ------------
                         (Registrant's Telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

$0.0001 Par Value Common Stock
- -----------------------------
(Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes [_] No [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]


<PAGE>



State issuer's revenues for its most recent fiscal year. $0

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked prices of such stock,  as of December 31, 2004. (See definition of
affiliate  in Rule 12b-2 of the  Exchange  Act).  $0 (based on a market value of
$0.0001 per share on December 31, 2004)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:  $0.0001 par value common stock, its
only class of equity securities, as of December 31, 2004 was: 786,534.

<PAGE>

PART I                                                                     PAGE

     Item 1.   Description of Business                                         1
     Item 2.   Description of Property                                        10
     Item 3.   Legal Proceedings                                              10
     Item 4.   Submission of Matters to a Vote of Security Holders            10


PART II

     Item 5.   Market for Common Equity and Related Stockholder Matters       11
     Item 6.   Management's Discussion and Analysis or Plan of Operation      12
     Item 7.   Financial Statements                                           14
     Item 8.   Changes in and Disagreements With Accountants on Accounting    14
               and Financial Disclosure
     Item 8a.  Controls and Procedures                                        15


PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act              15
     Item 10.  Executive Compensation                                         16
     Item 11.  Security Ownership of Certain Beneficial Owners and Management 19
     Item 12.  Certain Relationships and Related Transactions                 20
     Item 13.  Exhibits and Reports on Form 8-K                               21
     Item 14.  Principal Accountant Fees and Services                         22

SIGNATURES                                                                    23



<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

The Company status to date is as follows:

1.   No revenue was generated in 2004, or in 2003 or to date for the Company.

2.   The Company has no cash or assets.

3.   The Company has no employees.

4.   The Company neither owns nor leases real estate.

5.   The Company has a working capital deficit.

6.   The Company has accumulated  deficit of ($107,294) as of December 31, 2004,
     and a working capital deficit of ($85,000) approximately as of December 31,
     2004.

7.   Auditors  for the Company  have raised  substantial  doubt that the Company
     will have the ability to continue as a going concern.

8.   The Company has no  products,  inventory or business  operations  as of any
     type.

The  Company  remains  in  the  development  stage  and,  since  inception,  has
experienced  significant  liquidity  problems  and  has no  significant  capital
resources  now and has  stockholder's  deficit  of  approximately  ($84,000)  at
December  31,  2004.  The Company has no current  assets and no other  assets at
December 31, 2004.

The Company is unable to carry out its plan of  business  without  funding.  The
Company  cannot predict to what extent its current lack of liquidity and capital
resources  will  impair  the  business  plan or  whether  it will  incur  future
operating losses. There is no assurance that the Company can continue as a going
concern without substantial  funding,  for which there is no source. The Company
has not required cash for  operations in 2004 to date. The Company does not have
any way to pay its  current  bills,  from  cash  flow (of  which it has none) or
otherwise through loans.

The  Company  estimates  it will  require  $25,000 to  $30,000  to cover  legal,
accounting, transfer and miscellaneous costs of being a reporting company in the
next fiscal year.  The Company  will have a cash  shortfall  for current  annual
costs of at  least  $25,000  to  $30,000,  for  which  it has no  source  except
shareholder loans or contributions, none of which have been committed.

The  Company  has no cash  for any  operations.  It  will  have to make  private
placements  of  stock,  for  which  it has no  sources,  or  obtain  loans  from
shareholders,  to have  any  cash  for even  limited  operations.  There  are no
committed loan sources at this time.

                                       1
<PAGE>

Company History
- ---------------

Life USA,  Inc.  (the  "Company")  was  originally  incorporated  in Colorado in
January,  1997. The original name of the Company was Lifeline USA, Inc. Articles
of  Amendment  the  Articles  of  Incorporation  were filed on January  16, 1997
changing  the  Company  name  to Life  USA,  Inc.  To  solve  an  administrative
dissolution  it  reincorporated  in 2002. An  administrative  dissolution  is an
action  taken by the  Secretary  of State to cancel it as a  corporation  due to
failure to file an annual report and pay an annual fee. The Company shareholders
approved  incorporation  of Life USA, Inc. again in 2001, and then the directors
acting as  trustees  entered  into a merger of the old Life USA,  Inc.  with the
reincorporated  Life  USA,  Inc.  The  Company  was  organized  to engage in any
activity or business  not in conflict  with the laws of the State of Colorado or
of the United States of America.

In 2001 the Company  entered into a Share  Exchange  Agreement with World Health
Management,  Inc.  shareholders  ("World Health") in which the Company exchanged
58,384 shares to  shareholders  of World Health for the control of World Health,
which was liquidated.

The  Company  is  planning  to market  herbal,  vitamin  and  fiber  nutritional
supplements if and when it achieves  funding.  These products are to be targeted
at two distinctive  geographic segments:  the far eastern and Pacific Rim market
and the North American market. The Company's fiscal year end is December 31.

There are no loan  arrangements  or  arrangements  for any financing  whatsoever
relating to any  business  activities.  Shareholder  Mark Urich and his company,
Rocky Mountain Financial, Inc., have advanced $34,216 to the Company as a demand
note bearing  interest at 8% without any specific  terms as to  repayment.  C.K.
Swanson loaned the Company $26,100 at 8% interest due on demand.  Cameron Parker
loaned the company $15,080 at 8% interest due on demand.

The Company  currently has very limited  operations and is NOT attempting sales.
The Company had limited test  operations  in  1997-1998  but has none as of date
hereof.  The company has no full-time  employees  and owns no real  estate.  The
Company  has  spent  most of its  efforts  to  develop  its  website  to  target
purchasers  of  herbal,  vitamin  and fiber  food  supplements,  to  locate  and
negotiate supplier relationships to design packaging,  retailing promos, and run
test markets.

The Company  designed  its website and  modified it several  times to attempt to
attract  customers.  The  Company  has spent  approximately  $1,000  on  website
development  and  modifications  since January 2001.  The Company had a supplier
relationship under which it obtained vitamin products in 1998-1999 but has since
terminated that relationship since it has not been marketing products and it had
its own labels designed and applied to test product sales.

The Company  spent about  $15,000 in this effort  prior to January 2001 but only
about $1,500 since then. The Company ran a test market in a retail nutraceutical
shop in Englewood,  Colorado in  1998-1999,  and spent  approximately  $5,000 on
advertising,  shelf talkers and brochures prior to January 1, 2001 but no monies
since January 1, 2001. The results of such test marketing may be of little or no
use at this  date.  There  was no  outcome  to the  test  marketing  except  the
conclusion that expending  marketing monies for eye catching shelf "talkers" and
displays was an acceptable way to generate some new product sales.

                                        2
<PAGE>

                                    BUSINESS

Plan of Operations
- ------------------

The  Company  intends  to  commence  its  operational  phase to begin  marketing
nutritional  products within six months,  if and only if, it is able to raise at
least $125,000 in capital. The Company has developed a budget for its operations
for the next  year if it  receives  funding,  which it may  never  receive.  The
Company has  established  milestones in its plan of operations  which may not be
achieved, or even if achieved, may not result in successful business operations.

The test  marketing  conclusion  by the Company was that:  a) Unique  labels and
bottle shapes attracted  customers to a new product; and b) "Shelf talkers" draw
attention to a new product being introduced. No conclusions beyond this could be
drawn by management.


In 1997-98 the Company  conducted limited test marketing of products supplied by
an outside  source  with  triangular  bottles  and "shelf  talkers" in a limited
number of retail  outlets.  The Company  was in the  process of testing  product
presentation concepts.  This test marketing may have no value due to the passage
of time,  and the many  entries of  competitors  into this  market.

Milestones
- ----------
Other than test  marketing  and  initial  website  design,  the  Company has not
achieved any milestones in its business plan.

Capital Raising
- ---------------
The Company intends to attempt to raise an initial  $125,000 in capital followed
in approximately four months with an additional $250,000.

Product Commitments
- -------------------
Contracts   or  ordering   and  supply   arrangements   with   wholesalers   and
manufacturer -  None at this time.

Marketing
- ---------
If it achieves funding,  (which it may never obtain), the Company marketing plan
includes the following steps:

     Advertising  - design and  implementation  of  advertising  for the initial
     products.

     Store  Placement - the Company will seek  arrangements to place products in
     retail stores.

     Online  -  the  Company  will  update  and  refine  its  website  prior  to
     commencement of marketing.

     Labeling - the Company will complete its label design prior to marketing.

     Product Expansion - additional of product lines.

                                       3
<PAGE>

The Budget
- ----------

The Company has formulated a budget for its operational plan for the next twelve
months  assuming it achieves  funding for its business plan,  which it may never
obtain.  The  budget is as yet  unfunded  and the  Company  will have to achieve
either loans or private  placements of stock, or both, to achieve  funding.  The
Company has no commitments  whatsoever for any loans or private placements.  The
Company does not plan to even attempt to raise any monies for  operations  until
it clears SEC comments on its Form 10-SB.



                                     BUDGET

General and Administrative                              $ 65,000
Marketing
        Advertising                                     $100,000
        Store Placement                                 $ 40,000
        Online                                          $ 20,000
        Labeling                                        $ 15,000
Consulting, Legal, Accounting                           $ 30,000
Product and inventory                                   $ 80,000
Debt Service                                            $ 25,000
                                                        --------
Total                                                   $375,000

If the Company fails to achieve the funding of $350,000  then it will  certainly
have  insufficient  funding to  achieve  enough of the  milestones  to reach any
significant  product  sales.  This  could  easily  result in the  failure of the
Company  business.  If the Company  achieves part of the funding but not all, it
will be unable to fund its budget to try to achieve  milestones  in the plan. If
the Company achieves its milestones there is no assurance it can expand sales or
operate  profitably.  If the Company  achieves its  milestones  it may well need
significant  additional  capital  in  order  to  continue  to  operate  or to be
competitive enough with other marketers to remain in business by operating on at
least a break even basis.


                                MILESTONE CHART

Capital Raising
        $125,000                                        3 months*
        $250,000                                        6 months*

Product                                                 3 months*

(Note:  No product contracts will be negotiated (1) until funding is obtained.)

Marketing
        Labeling                                        3 months*
        Advertising                                     3-6 months*
        Store Placement                                 6 months*
        Online                                          3 months*

Product Expansion                                       9 months*

(i.e. - additional products to be marketed) (1)

International Market Expansion                          18 months*

*Assumes it achieves funding for operations, which it may never obtain.
(1) The inventory  item and the  advertising  item of the proposed  budget above
will be impacted by these activities.

                                       4
<PAGE>

The  Company  has not  reached  any of  these  milestones.  The  milestones  are
cumulative and  codependent on other  milestones.  The failure of the Company to
achieve any milestone will probably result in unsuccessful operations, since the
subsequent  milestones are dependent to a great degree,  or  completely,  on the
success of the other prior milestones.

Glossary
- --------

These are standard terms in the nutritional supplement industry.

     o    The term chelation is derived from the Greek noun Chele, a pincer-like
          claw as that  of a  crab.  It  describes  the  union  between  a metal
          molecule  and the agents  that grip it in a  protective  shield  which
          releases the mineral at the ideal time for optimum absorption.

     o    The term i.u.  is a standard  not only in the  nutritional  supplement
          industry  but  in  the  larger   chemical   segment.   It  stands  for
          international units which is a standard form of measurement.

     o    Food based  compatible is a descriptive  term meaning  natural and not
          chemical.

     o    The term  micro-crystalline  cellulose is a natural bonding agent used
          to bond the  nutrients  to the carrier and  magnesium  stearate is the
          filler used. The  significance  of these  ingredients is that they are
          both naturally processed by the human body.

     o    The term  neutriceuticals  is a term used to describe all  supplements
          whether minerals, vitamins or other.

Proposed Product Marketing
- --------------------------

Life USA, Inc. has developed a merchandising program to distinguish its products
from other products on the retailer's  shelves and make them stand out in direct
marketer catalogs.  Initially,  the Company plans to use a standard round bottom
bottle with brightly colored labels  containing its unique  corporate  identity.
Later, the Company plans to use a triangular shaped  high-impact  plastic bottle
that sports a tamper proof brightly colored replaceable cap. The graphics on the
bottles, the display organizers,  and the shelf talkers are designed so that the
products will not only be noticed, but read, compared and purchased.

Proposed Products
- -----------------

The Company is not currently selling products.

o Planned  products:  Multi-Vitamin,  a Chelated multiple vitamin with two-a-day
dosage  delivered  in a 60  tablet  bottle;  Vitamin-E,  a 400  i.u.  supplement
delivered in a 60 capsule bottle; Vitamin-C, a 1000 MG supplement delivered in a
60 tablet bottle; Calcium, a 150 MG Chelated supplement delivered in a 60 tablet
bottle;  B+Complex, a Meth-Choline,  vitamin B complex supplement delivered in a
60 capsule bottle;  Zinc, a 10 MG, Chelated supplement  delivered in a 60 tablet
bottle;  Selenium,  a 200 MCG/100 i.u.,  Chelated  supplement  delivered in a 60
tablet bottle;  Ginseng, an energy supplement  delivered in a 60 capsule bottle.
None of these  products  are  Brand  names,  but are the stock  "private  label"
products readily available from multiple wholesale or manufacturer sources.

The Company has no inventory at this time.

                                       5
<PAGE>


Life USA, Product Supplier:  None.
- ------------------------------------

The Company intends to order the products in quantities of a gross,  prelabeled,
as it begins  marketing.  While it intends to  maintain a small  inventory,  the
Company  does  not  intend  to hold  large  product  inventories.  There  are no
contracts at this time with any  manufacturer or wholesaler.

Target Market:
- -------------

The target audience is the aging baby-boomer  generation,  conveniently packaged
in two distinct geographic segments: the far eastern and Pacific Rim market, and
the North American market.  The Orient and the Pacific Rim countries are targets
for the Company's product line.

One  objective  is to become an operator of an online  market for private  label
nutritional  supplements.  To  accomplish  this the  Company  will  endeavor  to
provide:

- -    quality products at competitive prices; and
- -    efficient service.


                                       6
<PAGE>

Marketing and Sales Plans and Promotions
- ----------------------------------------

The Company has designed a merchandising program,  including web site banners, a
merchandising box containing  product samples,  and shelf-talkers for the retail
health food store segment.  A "shelf-talker" is a point of purchase  advertising
mechanism used to draw attention to particular products on the shelf of a retail
store. It may be a coupon dispenser,  and various designs having blinking lights
or scrolling messages on LCD displays.

The  Company  intends  to target the  Asian  market via the internet.

The Company  intends to offer  exclusive  marketing  rights to the retail stores
without  allowing  the chains  and  department  stores to compete  with them and
undersell  them. The Company  intends to establish  retail  partners and support
them.

For Marketing the Company plans to:

-    Publish a monthly  newsletter  to inform the  re-sellers of benefits to the
     consumer and the re-seller, and introduce new products and sales aids.

-    Publish  an   informative   catalog  in  several   languages  to  open  the
     international market.

-    Conduct a sampling  program  with stores and health  clubs to create  brand
     recognition.

-    Create a press  kit,  and send with  press  releases  and  advertorials  to
     industry and general news publications.

-    Design and construct a unique trade show exhibit, and attend the industry's
     major trade shows including:  Expo West (California),  Expo East (Maryland)
     and NNFA (Las Vegas), as well as a major annual trade show held in Taipei.

-    Attend the regional trade shows including: NNFA Seattle, NNFA Florida, NNFA
     Texas and NNFA Chicago.

-    Purchase a software package to capture and maintain an accurate, up-to-date
     customer data base,  for use in ongoing  marketing  and customer  retention
     efforts.

     The budget for marketing includes the costs of these items.

Life USA intends to market its products through a systematic and demographically
targeted  method of combining four marketing  channels.  The final marketing mix
will be based on the test performance of the various marketing channels outlined
below.


                                       7

<PAGE>

Wholesale  international marketing to health food stores and retail outlets will
be the planned  first line of market  penetration.  The  Company  has  contacted
representatives  who  presently  have  contacts  in  Asia  and the  Pacific  Rim
countries,  which  is an area  where  the  Company  will  begin to  promote  its
marketing  efforts.  The Company has no  contracts  with any of such  persons or
their contacts. Concurrently, the Company plans to expand its efforts to promote
its on-line marketing in the United States.

Direct  catalog  marketing to consumers may begin in late 2004.  This  marketing
method is expected to generate  higher sales,  but it may also  generate  market
awareness in the process.  This method carries with it the expense of a catalog,
mailing and continual testing,  so the Company will continually  explore catalog
opportunities  in  cooperation  with business  partners in order to increase its
margins.

The  Company  intends  to use a variety  of  programs  to  stimulate  demand for
products,  including  media  advertising  and coupons,  contract  telesales  and
advertising.

Advertising
- -----------

In addition to traditional advertising,  the Company intends to use online sales
and marketing techniques to increase brand recognition and direct traffic to its
website.  These include purchasing banner advertising on search engine Web sites
and Internet directories and direct links from healthcare home pages.

Proposed Customer Service and Support
- -------------------------------------

The Company believes that it may establish and maintain long-term  relationships
with  customers  and  encourage  repeat  visits if, among other  things,  it has
adequate  customer  support and  service.  The Company  intends to offer  online
information regarding products and services.  Customers who do not wish to enter
their credit card numbers  through the Web sites also may use the toll free line
for purchases.  The Company may contract with an as yet undetermined provider of
teleservices and order fulfillment.

Warehousing and Fulfillment
- ----------------------------

The Company does not intend to fulfill any orders if it ever develops any sales.
Products may be sent either  directly by manufacturer or wholesaler to buyer for
catalog or online sales.

Technology and Security
- -----------------------


The Company  contracts on a month to month basis with a Web site  provider.  The
Company  spent  $1,200  on its  website  in  2003-2004.  The  site is not up and
operating.

The Company  cannot assure that the security  mechanisms  will prevent  security
breaches  or service  breakdowns.  Despite  the network  security  measures  the
servers may be vulnerable to computer viruses,

                                       8
<PAGE>
physical or  electronic  break-ins and similar  disruptions.  Such a description
could lead to interruptions or delays in service,  loss of data, or inability to
accept and fulfill  customer  orders.  Any of these events would materially hurt
the Company's business, results of operations and financial condition.

Competition
- -----------

The  nutraceutical  market  is  intensely   competitive.   The  Company  expects
competition  to intensify in the future  because  barriers to entry are minimal,
and current and new  competitors  can launch new sales efforts at relatively low
cost. In addition,  the industry is intensely  competitive.  Management believes
that the critical  success factors for companies  seeking to sell  nutraceutical
products includes the following:

- -    breadth and depth of product offerings;

- -    brand recognition; and

- -    marketing.

If it commences  business,  the Company will compete with traditional  suppliers
and distributors,  retail stores,  grocery chains and online sellers of the same
or competitive products.  These traditional wholesalers and distributors usually
have established locations offering similar products.

Competitive  pressures  created  by any  current  or future  competitors,  or by
competitors   collectively,   could  materially  hurt  the  Company's  business.
Management believes that the principal competitive factors in the market are and
will be:

- - brand recognition
- - selection
- - convenience
- - reliability and speed of fulfillment
- - price
- - quality

If  the  Company  commences  business  all  potential  competitors  have  longer
operating  histories and larger  customer  bases than the Company.  In addition,
potential  competitors have greater brand recognition and significantly  greater
financial,  marketing and other resources.  In addition,  as more people use the
Internet and other online  services,  certain larger,  well established and well
financed entities form joint ventures with online competitors or suppliers which
may be able to:

- -    secure merchandise from vendors on more favorable terms;

- -    devote greater resources to marketing and promotional campaigns; and

- -    adopt more aggressive pricing or inventory availability policies.

Future Acquisition Plans
- ------------------------

The  Company  has no  current  plans to make any  future  acquisitions  or to be
acquired nor to actively look for a company to acquire.


                                      9
<PAGE>

Proprietary Rights
- ------------------

The  Company  has no formal  proprietary  rights  at this  date.  In the  future
proprietary  rights may be important  to success and  competitive  position.  To
protect  proprietary  rights,  the Company may rely on copyright,  trademark and
trade secret laws,  confidentiality agreements with employees and third parties,
and license agreements with consultants, vendors and customers.

Employees
- ---------

The Company is a  development  stage  company and  currently  has no  employees.
Management of the Company expects to use consultants,  attorneys and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
until it has funding and commences  operations,  if it ever does. Although there
is no current  plan with  respect to its nature or amount,  remuneration  may be
paid to or accrued for the benefit of, the Company's  officers.  See  "Executive
Compensation" and under "Certain Relationships and Related Transactions."


ITEM 2. DESCRIPTION OF PROPERTIES.

Administrative Offices
- ----------------------

The Company  currently  maintains a mailing address at 1020 W. Timbervale Trail,
Highlands  Ranch, CO 80129 which is the mailing address of its President,  Kelly
Kendall.  Other  than this  mailing  address,  the  Company  does not  currently
maintain  any other  office  facilities,  and does not  anticipate  the need for
maintaining  office  facilities in the foreseeable  future.  The Company pays no
rent or other fees for the use of this mailing address.


ITEM 3. LEGAL PROCEEDINGS.

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

No director,  officer or  affiliate  of the  Company,  and no owner of record or
beneficial  owner of more than 5.0% of the  securities  of the  Company,  or any
associate of any such director, officer or security holder is a party adverse to
the Company or has a material  interest  adverse to the Company in  reference to
any litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.

No matters were submitted to a vote of shareholders during the fourth quarter of
the Company's fiscal year.


                                       10

<PAGE>
                                    PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.


     (a) During the fiscal year ended  December 31, 2004, the Common Shares were
not traded in any venue or market,  and there is no active market for the Common
Shares at this time.


                      2004 FISCAL YEAR (1/1/04 TO 12/31/04)

                                  High                      Low
                                  ----                      ---
1st Quarter                       No quotes                 No quotes
2nd Quarter                       No quotes                 No quotes
3rd Quarter                       No quotes                 No quotes
4th Quarter                       No quotes                 No quotes

There  currently  is no public  market for Life USA's  common  stock in the pink
sheets,  and no  assurance  can be given  that a market  will  develop or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Unless  and until Life USA's  common  shares are quoted on the NASDAQ  system or
listed on a national  securities  exchange,  it is likely that the common shares
will be  defined  as  "penny  stocks"  under  the  Exchange  Act  and SEC  rules
thereunder.  The Exchange Act and penny stock rules generally impose  additional
sales practice and disclosure  requirements upon  broker-dealers  who sell penny
stocks  to  persons  other  than  certain  "accredited   investors"  (generally,
institutions  with assets in excess of $5,000,000 or individuals  with net worth
in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly
with spouse) or in transactions not recommended by the broker-dealer.

For transactions covered by the penny stock rules, the broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's written
agreement prior to the sale. In addition,  the  broker-dealer  must make certain
mandated  disclosures in penny stock transactions,  including the actual sale or
purchase  price and  actual bid and offer  quotations,  the  compensation  to be
received  by the  broker-dealer  and  certain  associated  persons,  and deliver
certain disclosures required by the SEC. So long as Life USA's common shares are
considered  "penny  stocks",  many  brokers  will be reluctant or will refuse to
effect transactions in Life USA's shares, and many lending institutions will not
permit the use of penny stocks as collateral for any loans.

     (b) As of December 31, 2004,  there were 23  shareholders  of record of the
Registrant's common stock.

     (c) The Registrant has neither  declared nor paid any cash dividends on its
common stock,  and it is not anticipated that any such dividend will be declared
or paid in the foreseeable future.

         Effective August 11, 1993, the Securities and Exchange  Commission (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for  transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account  for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or

                                       11
<PAGE>
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

Dividends

The Company has not paid any dividends to date, and has no plans to do so in the
immediate future.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


Cautionary and Forward Looking Statements

In  addition  to  statements  of  historical  fact,  this Form  10-KSB  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 commercialize its technology or 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.

                                       12
<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 technology
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.

Comparison  of  Operating  Results  for the Year  Ended  December  31,  2004 and
December 31, 2003
--------------------------------------------------------------------------------

The Company had no revenues for the year in 2004 or 2003.  The Company  incurred
$4,750 in expenses in the twelve months in 2004 and incurred  $1,000 in expenses
in 2003 in the same period.  The Company accrued  interest expense of $6,031 and
$6,031 in the twelve  month period in 2004 and 2003,  respectively.  The Company
had ($10,781)  loss in 2004 compared to a loss of ($7,031) in 2003. The loss per
share in the period was nominal in 2004 and in 2003.

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

At December  31, 2004,  the Company had no cash and no other liquid  assets with
which to conduct  operations.  The lack of  liquidity  or liquid  assets  raises
substantial  doubt about the  Company's  ability to continue as a going  concern
unless it is able to generate  sufficient cash flows to meet its obligations and
sustain  operations.  To meet required current operating expenses the Company is
dependent upon its principal shareholders to advance funds until the Company has
acquired  another  entity that has  sufficient  resources to fund the  Company's
operations.

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

                                       13
<PAGE>


NEED FOR ADDITIONAL FINANCING

The Company does not have capital  sufficient to meet the Company's  cash needs,
including the costs of compliance with the continuing reporting  requirements of
the  Securities  Exchange  Act of 1934.  The Company  will have to seek loans or
equity  placements to cover such cash needs. Lack of its existing capital may be
a sufficient  impediment to prevent it from  accomplishing the goal of expanding
its  operations.  There is no  assurance,  however,  that without  funds it will
ultimately allow the Company to carry out its business.

The  Company  will  need to raise  additional  funds  to  expand  its  business
activities in the next twelve months.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover its expenses as they may
be incurred.

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

GOING CONCERN

The Company's auditor has issued a "going concern"  qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going  concern." The Company has no business,  limited
capital,  debt in excess of $86,000,  all of which is  current,  $1,633 in cash,
minimal other liquid  assets,  and no capital  commitments.  The effects of such
conditions could easily be to cause the Company's bankruptcy.

Management hopes to seek and obtain funding,  via loans or private placements of
stock for operations,  debt and to provide working capital. Management has plans
to seek  capital in the form of loans or stock  private  placements  in the next
year of approximately $350,000.


ITEM 7. FINANCIAL STATEMENTS.

The  response  to this item is  submitted  as a separate  section of this report
beginning on page F-1.


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

No  principal  independent   accountant  resigned  (or  declined  to  stand  for
re-election) or was dismissed  during the Company's two most recent fiscal years
or any later interim period.

                                       14
<PAGE>

ITEM 8A. 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 Financial 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  Financial  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 Financial  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 significantly  affected
those  controls  subsequent  to the date of the  evaluation  referred  to in the
previous  paragraph,  including any correction action with regard to significant
deficiencies and material weakness.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following individuals are the Company's directors and executive officers:

Name                           Position Held                      Tenure
- ------------------------------------------------------------------------------
Kelly Kendall              President and Director             Since 2002
Wesley F. Whiting          Secretary, Treasurer & Director    Since 2003
Leland E. Watson, II       Director                           Since 2003

                                       15
<PAGE>

Background information about each director and executive officer is as follows:

Kelly  Kendall,  age 29,  President and Director of the Company since 2002.  Mr.
Kendall  received a B.S.  in  Business  Management  in 1999 from  University  of
Phoenix.  From  1993-1996 he was in the U.S.  Marine Corps.  In 1998-1999 he was
President of A Musician's Touch, Inc. which attempted to start an internet music
marketing service. In 2001-2002 he was President of eMotion Records,  Inc. which
was formed to market Mr. Kendall's keyboard music as custom music for multimedia
productions.  A subsidiary of eMotion was A.N.A. Soundscapes,  which was to be a
music producer for multimedia for other musicians.  Mr. Kendall filed a personal
bankruptcy  in 1999.  Mr.  Kendall was  employed  by Comp USA as Service  Center
Manager in 1999-2000.  Comp USA is a computer  retailer.  In 2000-2001 he was an
account  executive for Sapphire  Technology,  a software  seller.  Mr. Kelly was
Chief  Operating  Officer  of  TheFinancialNetwork.com  from  early  2003  until
February 2004.

Wesley Whiting,  age 71, Secretary,  Treasurer and Director of the Company since
2003. Mr. Whiting was President,  director,  and secretary of Berge Exploration,
Inc.  (1978-88),  an oil  and  gas  exploration  company,  and  President,  vice
president,  and  director  of NELX,  Inc.  (1994-1998),  engaged in real  estate
development and attempts at technology  development,  and was vice president and
director of  Intermountain  Methane  Corporation  (1988-91),  and  President  of
Westwind Production,  Inc.  (1997-1998),  an oil and gas exploration company. He
was a director of Kimbell  deCar  Corporation  (1998 until 2000) and he has been
President  and a director  of Dynadapt  System,  Inc.  since 1998,  a company in
reorganization without business. Dynadapt attempted to develop web site software
solutions  and is inactive.  He was a Director of Colorado  Gold & Silver,  Inc.
from 1999 to 2000. He was President  and director of Business  Exchange  Holding
Corp. from 2000 to date and Acquisition  Lending,  Inc. (2000 to date),  both of
which are private holding companies for stock  investments.  He was director and
Vice President of Utilitec,  Inc, 1999 to 2003. It sought to be an environmental
remediation  business.  He was president of Premium  Enterprises,  Inc. October,
2002 to December 30, 2002 and was a director of Premium  Enterprises,  Inc. from
October  2002 to June  2003.  Premium  Enterprises  is  engaged  in the "text to
multimedia  conversion"  business.  He has been President and Director of Fayber
Group, Inc. since 2003, which is dormant.

Leland E. Watson, II, age 55, Director of the Company since 2003. Mr. Watson was
President and a Director of Goaltimer International,  Inc. since inception until
2002. He has been  Marketing  Manager of National  Printing & Packaging  (Direct
Marketing  Division) in Denver,  Colorado from September 2000 to the present. He
was senior Account Executive at EAGLEDIRECT.COM (Division of Master Graphics) in
Denver,  Colorado  from  October  1997  to  September  2000.  He was an  Account
Executive,  Writer and Marketing Manager of Print 20/20 in Denver, Colorado from
February 1997 to October 1997. He was a Sales Manager for Oran V. Siler Printing
Co. in Denver,  Colorado  from July 1996 to February  1997.  His education is an
associate  degree in Graphic  Arts and in Business  Management.  Mr.  Watson was
appointed  a director  of  Registrant  in August  2003.  Mr.  Watson has been an
officer of TheFinancialNetwork.com since 2003.

Management  will devote part time to the operations of the Company up to 5 hours
per week.

As of the date of filing this report,  the Company has no funds available to pay
officers or  directors.  Further,  none of the officers or directors is accruing
any  compensation  pursuant to any agreement  with the Company.  No  retirement,
pension,  profit  sharing,  stock option or insurance  programs or other similar
programs have been adopted by the Company for the benefit of its employees.

                                       16
<PAGE>

COMPLIANCE  WITH SECTION 16(A) OF EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company's officers and directors,
and certain persons who own more than 10% of a registered class of the Company's
equity  securities  (collectively,  "Reporting  Persons"),  to file  reports  of
ownership and changes in ownership  ("Section 16 Reports")  with the  Securities
and Exchange  Commission (the "SEC").  Reporting Persons are required by the SEC
to furnish the Company with copies of all Section 16 Reports they file.

Based solely on its review of the copies of such Section 16 Reports  received by
it, or written  representations  received from certain  Reporting  Persons,  the
following persons were required to file forms pursuant to Section 16(a):

Name                                    Form Filed                      Date
- ------------------------------------------------------------------------------
Kelly Kendall                                   3                       7/22/03
Wesley F. Whiting                               3                       7/22/03
Leland E. Watson, II                            None                    N/A
Rocky Mountain Financial Network, Inc.          3                       7/22/03
Mark Urich                                      3                       7/22/03
Clarence K. Swanson and Donna A. Swanson        3                       7/22/03
Gottlieb Besler                                 3                       7/22/03

There are no family  relationships  among the members of the Board of  Directors
and Management.

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain  information  concerning the remuneration
paid by the  Company  for the fiscal  year ended  December  31,  2004,  for each
officer and director.
<TABLE>
<CAPTION>
                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES
                                   Annual Compensation                         Awards
<S>                      <C>          <C>            <C>          <C>                     <C>                  <C>
- -----------------------------------------------------------------------------------------------------------------------
Name and Principal       Year         Salary ($)     Bonus ($)    Other Annual            Restricted Stock     Securities
Position                                                          Compensation ($)        Award(s)             Underlying Options/
                                                                                          ($)                  SARs (#)
- -----------------------------------------------------------------------------------------------------------------------
Kelly Kendall,           2002         0              0            0                       0                    0
President and            2003         0              0            0                       0                    0
Director                 2004         0              0            0                       0                    0
- -----------------------------------------------------------------------------------------------------------------------
Wesley F. Whiting        2002         0              0            0                       0                    0
Secretary/Treasurer,     2003         0              0            0                       0                    0
and Director             2004         0              0            0                       0                    0
- -----------------------------------------------------------------------------------------------------------------------
All Officers             2002         0              0            0                       0                    0
as a group (2)           2003         0              0            0                       0                    0
                         2004         0              0            0                       0                    0

</TABLE>

                                       17
<PAGE>

Directors' Compensation
- -----------------------

                             Directors' Compensation
                           through December 31, 2004
                             -----------------------
Name                       Annual  Meeting  Consulting      Number   Number of
                         Retainer  Fees     Fees/Other      of       Securities
                           Fee ($) ($)      Fees ($)        Shares   Underlying
                                                            (#)      Options
                                                                     SARs (#)
- ------------------------------------------------------------------------------
A. Director                 0        0          0            0           0
Kelly Kendall

B. Director
Wesley F. Whiting           0        0          0            0           0

C. Director
Leland E. Watson, II        0        0          0            0           0
- ------------------------------------------------------------------------------

Audit Committee
- ---------------

The Company  does not have an Audit  Committee.  The members of the Board sit as
the Audit  Committee.  No qualified  financial  expert has bee hired because the
company is to small to afford such expense.

Code of Ethics
- --------------

The  Company  has not  adopted a Code of Ethics  for the Board and the  salaried
employees.

Committees and Procedures
- --------------------------

     (1)  The registrant  has no standing  audit,  nominating  and  compensation
          committees of the Board of Directors, or committees performing similar
          functions.  The Board  acts  itself in lieu of  committees  due to its
          small size.

     (2)  The view of the board of directors is that it is  appropriate  for the
          registrant  not  to  have  such  a  committee  because  all  directors
          participate in the consideration of director nominees and the board is
          so small.

     (3)  Each of the members of the Board which acts as nominating committee is
          not  independent,  pursuant to the  definition  of  independence  of a
          national  securities  exchange  registered pursuant to section 6(a) of
          the Act (15 U.S.C. 78f(a).

     (4)  The   nominating   committee   has  no  policy   with  regard  to  the
          consideration  of any  director  candidates  recommended  by  security
          holders,   but  the  committee  will  consider   director   candidates
          recommended by security holders;

                                       18
<PAGE>

     (5)  The  basis  for  the  view  of  the  board  of  directors  that  it is
          appropriate  for the  registrant  not to have  such a  policy  is that
          there is no need to adopt a policy for a small company.

     (6)  The  nominating  committee  will consider  candidates  recommended  by
          security   holders,   and  by  security  holders  in  submitting  such
          recommendations; should provide a completed Directors Questionnaire to
          the company

     (7)  There are no  specific,  minimum  qualifications  that the  nominating
          committee  believes must be met by a nominee  recommended  by security
          holders except to find anyone willing to serve with clean  background.
          There  are no  differences  in the  manner  in  which  the  nominating
          committee evaluates nominees for director based on whether the nominee
          is recommended by a security holder, or found by the board.

     (8)  The  nominating  committee's  process for  identifying  and evaluation
          nominees for  director,  including  nominees  recommended  by security
          holders,  is to find  anyone  willing to serve with clean  background.
          There  are no  differences  in the  manner  in  which  the  nominating
          committee evaluates nominees for director based on whether the nominee
          is recommended by a security holder, or found by the board.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table sets  forth,  as of  December  31,  2004,  the  beneficial
ownership  of Common  Stock by each  person  who is known by the  Company to own
beneficially  more than 5% of the issued and  outstanding  Common  Stock and the
shares of Common Stock owned by each nominee and all officers and Directors as a
group.  Each person has sole voting and investment power as to all shares unless
otherwise indicated.


SHAREHOLDERS/BENEFICIAL                         NUMBER OF SHARES       OWNERSHIP
OWNERS                                                                PERCENTAGE
- ------------------------------------------------------------------------------
Kelly Kendall, President and Director                0                    0%
1020 W. Timbervale Trail
Highlands Ranch, CO 80129

Wesley F. Whiting, Secretary                         0                    0%
Treasurer and Director
10200 W. 44th Ave., #200E
Wheat Ridge, CO 80033

Leland E. Watson, II, Director                       0                    0%
231 W. Jamison Circle # 5
Littleton, CO 80120

Mark Urich   (1)                               308,500                 38.7%
8385 S. Cobblestone
Highlands Ranch, CO 80126

Rocky Mountain Financial Network, Inc. (2)     200,000                 25.4%
4600 S. Syracuse #900
Denver, CO 80237

                                       19
<PAGE>

Clarence K. Swanson                            195,000                 24.7%
Donna A. Swanson, JTWRPS
Rt. 3, Box 49
McCook, NE 69001

Besler Gottlieb                                100,000                 12.7%
637 Valencie Drive
Boulder City, NV 89005

Kjell Tornblom                                  50,000                  6.35%
Bjornholm 668
28040 Skanes Fagerhult, SWEDEN

All directors and executive                          0                    0%
officers as a group (3 persons)

(1) Includes 200,000 shares owned by Rocky Mountain  Financial  Network,  LLC of
which Mr. Urich is a principal.

(2) beneficially Mark Urich

Each principal  shareholder has sole investment power and sole voting power over
the shares.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

No officer,  director,  or  affiliate of the Company has or proposes to have any
direct or indirect material interest in any asset proposed to be acquired by the
Company through security holdings, contracts, options, or otherwise.

A shareholder,  Mark Urich,  advanced  approximately $66,000 to the Company over
the years.  The  advance  bears no  interest,  is due on demand and has no other
specific terms.


Several shareholders, Mark Urich and his company Rocky Mountain Financial, Inc.
and C.K. Swanson, both of whom are deemed affiliates by virtue of their
ownership in the shares of the company, advanced approximately $51,000 to the
Company over the years.  Cameron Parker loaned the Company $15,080 and is not a
shareholder.  Tha advances bears interest at 8% per annum, are due on demand an
have no other specific terms.

The Company has adopted a policy under which any consulting or finder's fee that
may be paid to a third party for  consulting  services to assist  management  in
evaluating a prospective business opportunity would be paid in stock or in cash.
Any such  issuance of stock would be made on an ad hoc basis.  Accordingly,  the
Company is unable to predict  whether or in what  amount  such a stock  issuance
might be made.


                                       20
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Documents filed as a part of this report:
     -----------------------------------------

     (1)  Financial Statements.

          Independent Auditors' report

          Balance Sheets at December 31, 2004 and 2003.

          Statements  of  Operations  for the years ended  December 31, 2004 and
          2003.

          Statements  of Cash Flows for the years  ended  December  31, 2004 and
          2003.

          Statements of  Stockholders'  Equity for the years ended  December 31,
          2004 and 2003.

          Notes to Financial Statements at December 31, 2004 and 2003.


(b)  Reports on Form 8-K:
     --------------------

The  Registrant  filed no reports  on Form 8-K  during  the last  quarter of the
period covered by this Report.


(c) Exhibits:

          3.1  Articles of Incorporation*

          3.2  Articles of  Amendment to Articles of  Incorporation  of Lifeline
               USA, Inc. - Name Change*

          3.3  Articles of Amendment to the  Articles of  Incorporation  of Life
               USA, Inc. - Stock Change*

          3.4  Articles of Amendment to the  Articles of  Incorporation  of Life
               USA, Inc. - Stock Change*

          3.5  Amended Bylaws**

          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

*Incorporated  by  reference in the Form  10SB12G  filing on May 27, 2003,  file
number 000-50294.

**Incorporated  by reference in the Form  10SB12G/A No. 2 filing on November 12,
2003, file number 000-50294.

          There are no other exhibits specified in Item 601 of Regulation S-B to
          be included with this filing.

                                       21
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

General.  Michael  Johnson & Co., LLC,  CPAs ("MJC") is the Company's  principal
auditing  accountant  firm.  The  Company's  Board of Directors  has  considered
whether the provisions of audit services is compatible  with  maintaining  MJC's
independence.

Audit  Fees.  MJC  billed the  Company  $3,250  for the  following  professional
services:  audit of the annual financial statement of the Company for the fiscal
year ended  December 31, 2004,  and review of the interim  financial  statements
included in  quarterly  reports on Form  10-QSB for the periods  ended March 31,
2004,  June 30, 2004 and September 30, 2004.  MJC billed the Company  $2,500 for
the 2003 audit and $2,500 for the 2004 Audit.

There  were no audit  related  fees in 2004 or 2003.  There  were no tax fees or
other fees in 2004 or 2003 paid to Auditors or Auditors affiliates.

The  Company's  Board  acts as the  audit  committee  and  had no  "pre-approval
policies and  procedures"  in effect for the auditors'  engagement for the audit
year 2004 and 2003.

All audit work was performed by the auditors' full time employees.


                                       22
<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 LIFE USA, INC.

Date: May 31, 2005

/s/Kelly Kendall
- ----------------------
Kelly Kendall, President
and Chief Executive Officer and
Chief Financial Officer

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Date: May 31, 2005
/s/Kelly Kendall
- -----------------------
Kelly Kendall, Director

Date: May 31, 2005

/s/Wesley F. Whiting
- ------------------
Wesley F. Whiting, Director

Date: May 31, 2005
/s/Leland E. Watson, II
- -----------------------
Leland E. Watson, II, Director



                                       23

<PAGE>


                               FINANCIAL STATEMENT
                                TABLE OF CONTENTS
                               For the Years Ended
                           December 31, 2004 and 2003




                                                             PAGE
                                                            -------

INDEPENDENT AUDITOR'S REPORT.............................     F-1

BALANCE SHEETS...........................................     F-2

STATEMENT OF OPERATIONS ...................................   F-3

STATEMENT OF CASH FLOWS...................................    F-4

STOCKHOLDERS' EQUITY (DEFICIT)............................    F-5

NOTES TO FINANCIAL STATEMENTS..............................   F-6 - F-8






                                       24

<PAGE>

                                 LIFE USA, INC.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS
                               For the Years Ended
                           December 31, 2004 and 2003





<PAGE>



                           MICHAEL JOHNSON & CO., LLC
                          Certified Public Accountants
                        9175 East Kenyon Ave., Suite 100
                             Denver, Colorado 80237

Michael B. Johnson C.P.A.                             Telephone:  (303) 796-0099
Member:  A.I.C.P.A.                                         Fax:  (303) 796-0137
Colorado Society of C.P.A.s




                    REPORT OF REGISTED PUBLIC ACCOUNTING FIRM


Board of Directors
Life USA, Inc.
Denver, CO


We have audited the accompanying balance sheets of Life USA, Inc. (A Development
Stage Company) as of December 31, 2004 and 2003 and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 2004 and 2003, and for the period July 16, 1997 (inception) to December 31,
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight  Board  (United  States)  as  outlined  in PCAOB  Auditing
Standard No. 1. Those  standards  require that we plan and perform the audits to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Life USA, Inc. as of December
31, 2004 and 2003, and the results of their operations and their cash flows for
the years ended December 31, 2004 and 2003, and the period July 16, 1997
(inception) to December 31, 2004, in conformity with accounting principles
generally accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going concern. As discussed in Note 5, conditions exist which
raised  substantial  doubt  about the  Company's  ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note 5. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.





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

                                      F-1
<PAGE>
<TABLE>
<CAPTION>


                                 LIFE USA, INC.
                         (A Development Stage Company)
                                 Balance Sheets
                        For the Years Ended December 31,





                                                                                   2004                      2003
                                                                                   --------------            --------------
<S>                                                                                <C>                       <C>


ASSETS

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

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

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


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts Payable                                                                    $ 3,887                   $ 3,887
     Accrued Expenses                                                                     19,110                    13,079
     Notes Payable                                                                         3,750                         -
     Note Payable - Related Parties                                                       54,382                    54,382
     Note Payable - Other                                                                 15,080                    15,080
                                                                                   --------------            --------------

          Total Current Liabilities                                                       96,209                    86,428
                                                                                   --------------            --------------

Stockholders' Equity
     Common Stock. $0.0001 par value, 100,000,000 shares authorized                           79                        79
     786,534 shares issued and outstanding at December 31, 2003 and 2002
     Additional paid-in capital                                                           22,420                    22,420
     Deficit accumulated during the development stage                                   (118,075)                 (107,294)
                                                                                   --------------            --------------
TOTAL STOCKHOLDERS' EQUITY                                                               (95,576)                  (84,795)
                                                                                   --------------            --------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $ 633                   $ 1,633
                                                                                   ==============            ==============


</TABLE>


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

                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                                 LIFE USA, INC.
                         (A Development Stage Company)
                            Statements of Operations
                          For Years Ended December 31,


                                                                                                July 16, 1997
                                                                     December 31,               (Inception) to
                                                               2004                2003           December 31,2004
                                                               ----                ----           ----------------
<S>                                                         <C>                  <C>                 <C>

REVENUES

   Miscellaneous Revenue                                          $ -                 $ -                $ 528
                                                            ---------            --------            ---------
                                                                    -                   -                  528
Total Income                                                ---------            --------            ---------

EXPENSES
     Operating Expenses                                         1,000               1,000                73,076
     Office Expenses                                            3,750                   -                21,365
     Bank Charges                                                   -                   -                   211
                                                            ---------            --------            ----------
Total Operating Expenses                                        4,750               1,000                94,652
                                                            ---------            --------            ----------
Other Income and Expenses
     Interest Income                                                -                   -                     5
     Interest Expense                                          (6,031)             (6,031)              (23,956)
                                                            ---------            --------            ----------
Net Other Income (Expense)                                     (6,031)             (6,031)              (23,951)
                                                            ---------            --------            ----------
Net Loss from Operations                                    $ (10,781)           $ (7,031)           $ (118,075)
                                                            =========            ========            ==========
Per Share Information
Profit (Loss) per common share                               (*)                 (*)
                                                            =========            ========            ==========
Weighted average number of shares outstanding                 786,534             786,534
                                                            =========            ========            ==========


* Less than $.01

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>


                                 LIFE USA, INC.
                         (A Development Stage Company)
                         Stockholders' Equity (Deficit)
                               December, 31, 2004


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

Balance - July 16, 1997                                 -             $ -            $ -                                $ -

Issuance of Stock for Cash 7/97                   195,000              20          4,972                -             4,992

Issuance of Stock for Services 5/98               286,000              29          7,293                -             7,322

Issuance of Stock for Services 12/98               29,370               3            878                -               881

Net Loss for Period                                     -               -              -          (45,414)          (45,414)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 1998                       510,370              52         13,143          (45,414)          (32,219)
                                                  -------            ----        -------        ---------         ---------
Issuance of Stock for Services 8/99               212,730              21          6,361                -             6,382

Issuance of Stock for Cash  9/99                    1,050               -          1,050                -             1,050

Net Loss for the Year                                   -               -              -          (19,750)          (19,750)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 1999                       724,150              73         20,554          (65,164)          (44,537)
                                                  -------            ----        -------        ---------         ---------
Net Loss for the Year                                   -               -              -          (17,163)          (17,163)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2000                       724,150              73         20,554          (82,327)          (61,700)
                                                  -------            ----        -------        ---------         ---------
Issuance of Stock for Services 1/01                 4,000               -            120                -               120

Issuance of Stock for Acquisition                  58,384               6          1,746                -             1,752

Net Loss for the Year                                   -               -              -          (10,691)          (10,691)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2001                       786,534              79         22,420          (93,018)          (70,519)
                                                  -------            ----        -------        ---------         ---------
Net Loss for the Year                                   -               -              -           (7,245)           (7,245)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2002                       786,534              79         22,420         (100,263)          (77,764)
                                                  -------            ----        -------        ---------         ---------
Net Loss for the Year                                   -               -              -           (7,031)           (7,031)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2003                       786,534              79         22,420         (107,294)          (84,795)
                                                  -------            ----        -------        ---------         ---------
Net Loss for the Year                                   -               -              -          (10,781)          (10,781)
                                                  -------            ----        -------        ---------         ---------
Balance - December 31, 2004                       786,534            $ 79        $22,420        $(118,075)        $ (95,576)
                                                  =======            ====        =======        =========         =========
</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                                 LIFE USA, INC.
                         (A Development Stage Company)
                            Statements of Cash Flows
                          For Years Ended December 31,
                                Indirect Method


                                                                                                                 July 16, 1997
                                                                                                                (Inception) to
                                                                                                                 December 31,
                                                                                                                 (Inception) to
                                                                                                                 December 31,
                                                                                 2004               2003                 2004
                                                                                 ----               ----                 ----
<S>                                                                          <C>                 <C>                 <C>

Cash Flows from Operating Activities:
     Net Profit (Loss)                                                       $(10,781)           $(7,031)            $ (118,075)
          Stock issued for services                                                 -                  -                 16,457
          Amortization                                                          1,000              1,000                  3,117
     Adjustments to reconcile net loss to net cash used
       by operating activities
     Increase (Decrease) in Accounts Payable and Accruals-Interest              9,781              6,031                 22,997
                                                                             --------            -------             ----------
Net Cash Used for Operating Activities                                              -                  -                (75,504)
                                                                             --------            -------             ----------

Cash Flows from Investing Activities:

     Purchase of Intangible Assets                                                  -                  -                 (3,750)
                                                                             --------            -------             ----------
Net Cash Used for Investing Activities                                              -                  -                 (3,750)
                                                                             --------            -------             ----------
Cash Flows from Financing Activities
     Proceeds for Notes                                                             -                  -                 73,212
     Proceeds from stock issuance                                                   -                  -                  6,042
                                                                             --------            -------             ----------
Net Cash from Financing Activities                                                  -                  -                 79,254
                                                                             --------            -------             ----------
Increase (Decrease) in Cash                                                         -                  -                      -

Cash and Cash Equivalents - Beginning of Period                                     -                  -                      -

Cash and Cash Equivalents - End of Period                                         $ -                $ -                    $ -
                                                                             ========            =======             ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

  Cash paid for interest expense                                                  $ -                $ -                    $ -
                                                                             ========            =======             ==========
  Cash paid for income taxes                                                      $ -                $ -                    $ -
                                                                             ========            =======             ==========
NON-CASH TRANSACTIONS
  Stock issued for services                                                       $ -                $ -               $ 16,457
                                                                             ========            =======             ==========


</TABLE>
The accompanying notes are an integral part of these financial statements.

                                      F-5


<PAGE>



                                 LIFE USA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2004



Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

Organization:

The Company was incorporated in January 1997, in the state of Colorado and has
been in the development stage since it commenced operations on July 16, 1997. It
is primarily engaged in creating, developing and causing to be manufactured,
herbal, vitamin and fiber supplements. These products are to be targeted at two
distinctive geographic segments: the far eastern and Pacific Rim market and the
North American market. The Company's fiscal year end is December 31.

Basis of Presentation - Development Stage Company

The Company has not earned significant revenues from limited principal
operations. Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7"). Among the disclosures required by
SFAS 7 are that the Company's financial statements be identified as those of a
development stage company, and that the statements of operations, stockholder's
equity (deficit) and cash flows disclose activity since the date of the
Company's inception.

Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States.

Cash and Cash Equivalents:
-------------------------

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents.

Use of Estimates:

The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Net Loss Per Share:

Net loss per share is based on the weighted average number of common shares and
common shares equivalents outstanding during the period.

                                      F-6

<PAGE>
                                 LIFE USA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2004

Other Comprehensive Income:

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.

Trademarks:

Trademarks are carried at cost less accumulated amortization, which is
calculated on a straight-line basis over their legal or estimated useful lives,
whichever is shorter (generally not exceeding fifteen years). The recoverability
of carrying values of intangible assets is evaluated on a recurring basis.

Revenue Recognition:

Revenue from sales of herbal, vitamin and fiber supplements is recognized at the
time of sale or when the product is shipped.

Note 2 - Federal Income Taxes:

The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

                                                     2004              2003
                                                   ----------         -------
Deferred tax assets
         Net operating loss carryforwards         $ 118,075        $  107,294
         Valuation allowance                       (118,075)         (107,294)
                                                   ----------      -----------
         Net deferred tax assets                  $       0        $        0
                                                   ==========      ===========

At December 31, 2004, the Company had net operating loss carryforwards of
approximately $118,075 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.

Note 3 - Capital Stock Transactions:

The authorized capital stock of the Company was 1,000,000 shares of common stock
at $.01 par value. On February 26, 2003, the shareholders authorized a change to
issue 100,000,000 shares of common stock at a new par value of $.0001. During
the period ended December 31, 2004 and 2003, the Company issued no shares of
common stock.

                                      F-7

<PAGE>






     LIFE USA, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2004



Note 4 - Segment Information

Life USA, Inc. operates primarily in a single operating segment, the development
and manufacture of herbal, vitamins and fiber supplements.

Note 5 - Going Concern

The Company's financial statements have been presented on the basis that they
are a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company's
current liabilities exceed the current assets by $96,209.

The Company is in the development stage and has earned no revenue from
operations. The Company's ability to continue as a going concern is dependent
upon its ability to develop additional sources of capital or locate a merger
candidate and ultimately, achieve profitable operations. Management's plan is to
obtain sufficient additional debt or equity financing to finance operations,
capital improvements and other necessary activities or to acquire a profitable
business.

Note 6 - Notes Payable - Related Parties & Other:

Notes payable to related parties as of December 31, 2003:


         Notes payable to C.K. Swanson for payment of company
         expenses, incurring interest at 8%, due upon demand.
         Mr. Swanson is an affiliate of the company due to his
         significant shareholding in the company                         20,166

         Note payable to Mark Urich and his company Rocky Mountain
         Financial, Inc. for payment of company expenses, incurring
         interest at 8%, due  upon demand. Mr. Urich is an affiliate
         due to his significant sharholding in the Company               12,766

         Note payable to Rocky Mountain Financial, Inc.
         (beneficially Mark Urich an affiliate shareholder) for
         payment of company expenses, incurring interest at 8%, due
         upon demand.                                                    21,450
                                                                        --------

                                    Total Related Party Notes Payable   $54,382
                                                                        =======

         Note payable to Cameron Parker for payment of company
         expenses, incurring interest at 8%, due upon demand.
         Mr. Parker is not a shareholder of the Company.                $15,080
                                                                        --------
                                    Total Notes Payable                 $69,462
                                                                        ========

Note 7 - Restated Financials:

These financial sttements have been restated to show the interest expense as an
accrual instead of being added to the notes payable.




                                      F-8