UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

(Mark One)

|X|  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934.
                           For the fiscal year ended December 31, 2007

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

          For the transition period from ____________ to _____________.

                        Commission File Number: 000-50294

                        LEGACY TECHNOLOGY HOLDINGS, INC.
                        --------------------------------
                            (formerly LIFE USA, INC.)

             (Exact name of registrant as specified in its charter)

                         Colorado              84-1426725
                  --------------------- -----------------------
                 (State of incorporation) IRS Employer ID Number

                  7609 Ralston Road, Arvada, CO 80002
                  --------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 303 - 422 8127
                                 --------------
                         (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:

         Class                         Name of each exchange on which registered
--------------------------------------------------------------------------------
  Common Stock,    $0.0001 Par Value                          None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days: [X] Yes [__] No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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 [ X ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act). __ Yes X No

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

As of the close of  trading on April 10,  2008,  there  were  10,060,534  common
shares  were  issued  and  outstanding,  4,424,934  shares of which were held by
non-affiliates.  The  aggregate  market  value  of the  common  shares  held  by
non-affiliates, based on the price at which the common equity was sold on April,
10,  2008, was approximately $176,977.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

Transitional Small Business Disclosure Format (check one):  YES  [  ]   NO [ X ]



<PAGE>
Explanatory Note

This Form  10KSB/A  (the  "Amendment")  amends are Form 10KSB for the year ended
December 31, 2007,  which was filed with the Securities and Exchange  Commission
on April, 2008 (the "Original Filing"). We are filing this Form 10KSB/A to amend
Item 8A "controls and Procedures."

In  connection  with the  filing  on this Form  10KSB/A  and  pursuant  to Rules
13a-14(a)  or  15d-14(a)  under  the  Securities  Exchange  Act of 1934,  we are
including with this Form 10KSB/A certain currently dated certifications.

This Amendment does not reflect events  occurring  after the Original Filing and
the Company has not otherwise updated disclosures  contained therein or herein t
reflect events that occurred at a later date.




                                TABLE OF CONTENTS

PART I                                                                      PAGE

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

PART II

   Item 5.  Market for Common Equity and Related Stockholder Matters        2
   Item 6.  Management's Discussion and Analysis or Plan of Operation       4
   Item 7.  Financial Statements                                            6
   Item 8.  Changes in and Disagreements With Accountants on Accounting     6
            and Financial Disclosure
   Item 8a. Controls and Procedures                                         7
   Item 8A (T).  Controls and Procedures                                    8
   Item 8b. Other Information                                               8

PART III

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

SIGNATURES                                                                 17

This annual report  contains  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  These statements relate to future
events or our future  financial  performance.  In some cases,  you can  identify
forward-looking  statements  by  terminology  such as "may,"  "will,"  "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or "continue," or the negative of these terms or other  comparable
terminology.  These  statements are only  predictions  and may involve known and
unknown  risks,  uncertainties  and other  factors,  including  the risks in the
section  entitled "Risk  Factors,"  that may cause our or our industry's  actual
results,  level  of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements expressed or implied by these forward-looking statements.

Although  we believe  that the  expectations  reflected  in the  forward-looking
statements  are  reasonable,  we  cannot  guarantee  future  results,  levels of
activity,  performance or  achievements.  Except as required by applicable  law,
including the securities  laws of the United States,  we do not intend to update
any of the  forward-looking  statements  to conform  these  statements to actual
results.




<PAGE>





                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.
--------------------------------

Company History

Life USA,  Inc.  (the  "Company")  was  originally  incorporated  in Colorado in
January, 1997. 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.

In September 2005, the Company and Neuro  Nutrition,  Inc.  ("Neuro")  signed an
agreement whereby, the Company acquired all of the issued and outstanding shares
of Neuro in exchange for 8,300,000 shares of the Company's  common stock.  Neuro
became a wholly owned subsidiary of the Company.

Neuro was  incorporated on July 23, 2004, as 4 Your Life Nutrition Inc. ("4 Your
Life  Nutrition"),  in the state of  Colorado,  and has been in the  development
stage since  incorporation.  4 Your Life Nutrition did not have any  operational
activity  until January 2005. On January 6, 2005,  the name was changed to Neuro
Nutrition Inc. It was primarily organized for the purpose of distributing health
supplements.

In January 2007,  the Company  ceased the  operations of Neuro.  The Company has
been unable to continue Neuro's operations due to financial constraints. At this
time,  the current  management  of the Company is in the process of developing a
new business plan.

BUSINESS

Plan of Operations

Prior to the cessation of its operations in January 2007,  the Company  operated
as a nutraceutical  marketing and distribution company with a strategic focus of
acquiring  intellectual  property and processes.  The Company intended to market
and  distribute  nutritional  products and services in a way that appeals to its
target market.

Products
--------
The Company offered the following product:

Proprietary Krill Blend

         Krill oil is 100% natural and is marketed to promote cellular integrity
         and  cardiovascular  function.  Rich in Omega-3,  6 and 9 fatty  acids,
         krill  oil  provides   more  benefits  than  fish  oil  or  flax  seed.
         Independent  science on krill oil indicates it supports nerve and brain
         function,  joint  relief,  relieves  PMS-related  symptoms,   maintains
         healthy skin,  and supplies  anti-oxidant  nourishment to help the body
         retain its natural buoyancy, youthfulness, and overall quality of life.

Capital Raising
----------------

The Company's previous operations have consumed substantial amounts of cash, and
operational  cash  flows are  anticipated  to be  negative  for the  foreseeable
future.  There is  substantial  doubt  about our  ability to continue as a going
concern.

                                      1

<PAGE>




Proprietary Rights
-------------------
The Company has proprietary  rights to Agilflex (TM), the  proprietary  blend of
Neptune  Krill  Oil (NKO (TM) ) and  Sierra  Sil (TM),  which  the  Company  had
developed.

Employees
----------
At December 31, 2007, the Company did not have any employees.  The Company has
one officer, who works without an employment agreement.

ITEM 2. DESCRIPTION OF PROPERTIES.
----------------------------------

Administrative Offices
----------------------
The Company  does not maintain an office but has a mailing address of 7609
Ralston Road, Arvada, CO 80002.

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.
--------------------------------------------------------------

The Company did not hold any shareholders' meeting or submit any items for
shareholder's approval during the year ended December 31, 2007.

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

The Company began trading its shares on  Over-the-Counter  Bulletin Board on May
31, 2006,  under the trading  symbol  "LFUI.OB".  The table below sets forth the
high  and low bid  prices  of the  Registrant's  common  stock  for the  periods
indicated.  Such prices are inter-dealer prices,  without mark-up,  mark-down or
commissions and do not necessarily represent actual sales.

2006(1/1/06 through 12/31/06)

                                  High                      Low
                                  ----                      ---
March 31, 2006                    $0.00                     $0.00
June 30, 2006                      0.30                      0.30
September 30, 2006                 0.30                      0.30
December 31, 2006                  0.02                      0.02

2007                              High                      Low
                                  ----                      ---
March 31, 2007                    $0.08                     $0.08
June 30, 2007                      0.07                      0.06
September 30, 2007                 0.05                      0.05
December 31, 2007                  0.05                      0.05

As of December 31, 2007,  there were 109 shareholders of record of the Company's
common stock.

                                       2

<PAGE>




PENNY STOCK RESTRICTIONS

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.

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
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  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.
                                      3

<PAGE>





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 make sales on an increasing basis;

(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.

   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 2007 and any  Current  Reports on Form 8-K filed by the
Company.

Changes in Operations
----------------------

The Company  acquired Neuro  Nutrition,  Inc. as a wholly owned  subsidiary,  in
September  2005,  in exchange for  8,300,000 shares of common stock.  The parent
company,  Life  USA,  Inc.  had  no  operations  until  the  acquisition  of its
subsidiary,  Neuro Nutrition, Inc. The operations of Neuro are presented in this
report as the successor company.

In January  2007,  the Company  ceased the  operations of Neuro  Nutrition,  its
wholly-owned subsidiary, due to financial constraints.  The financial activities
of Neuro Nutrition,  Inc. are shown as discontinued  activities in the Company's
financial statements.  At this time, the current management of the Company is in
the process of developing a new business plan, and is seeking an acquisition.

                                       4

<PAGE>




Comparison  of  Operating  Results  for the Year  Ended  December  31, 2007 and
December 31, 2006
--------------------------------------------------------------------------------

During the years ended  December  31, 2007 and 2006,  we did not  recognize  any
revenues from continuing operations.

During the year ended  December 31, 2007,  we incurred  operational  expenses of
$52,189 from  continuing  operations,  consisting of general and  administrative
expenses.  During the year ended  December  31,  2007,  we incurred  operational
expenses of $304,189 from continuing operations.  The decrease of $252,000 was a
result of the  minimization  of our operations  over the prior year.  During the
year  ended  December  31,  2006,  we issued  options to our then  officers  and
directors and incurred a compensation expense of $96,847, which we did not incur
in the year ended December 31, 2007.

During the year  ended  December  31,  2007,  we  incurred  interest  expense of
$107,750 from the accrual of interest on $630,000 of notes payables.  During the
year ended December 31, 2006, we incurred  interest  expense of $89,778 on these
same note  payables.  The  increase of $17,972  was a result of the  increase in
notes payable in the year ended December 31, 2006.

During the year ended  December 31, 2007,  we  recognized a net loss of $210,629
compared to $759,627  for the year ended  December  31,  2006.  The  decrease of
$548,998 was a result of the cessation of the operations of  NeuroNutrition  and
the minimization of our operations over the past year.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2007, we had cash on hand of $2,226, our only current asset, and
current  liabilities  of  $1,116,487.  We  have a  working  capital  deficit  of
$1,114,261. Net cash provided by operating activities from continuing operations
for the year ended December 31, 2007 was $1,889.  We had an increase in accounts
payable and accrued  liabilities of $142,953 and a decrease in prepaid  expenses
of $18,875.  Net cash used by operating  activities from  continuing  operations
during the year ended December 31, 2006 was $32,829.  Net losses during the year
ended  December 31, 2006 were  adjusted for the issuance of warrants of $134,235
and stock issuances of $156,000. During the year ended December 31, 2006, we had
an increase in prepaid  expenses  of $18,875  and  accounts  payable and accrued
liabilities increased by $89,778.

We did not  have  any cash  flows  from  investing  activities  from  continuing
operations  during the years ended December 31, 2007 and 2006. Net cash provided
by financing  activities from continuing  operations was $0 and $145,468 for the
years ended December 31, 2007 and 2006. During the year ended December 31, 2006,
the cash flow  provided by our  financing  activities  was from the  issuance of
notes payable of $145,468.

During  the  years  ended  December  31,  2006  and  2005,  the  Company  issued
convertible promissory notes totaling $630,000. The convertible promissory notes
had due dates  ranging  from May 2006  through  February  2007.  The  Company is
currently in default on these convertible promissory notes.

The Company does not have sufficient  revenue and income to support  operations.
The Company plans to seek a business  acquisition  or  combination.  The Company
will need to fund the  deficits in  operating  capital  through  debt or private
placements of its common stock, which is its sole source of liquidity. There can
be no assurance that we will be able to complete any of these activities.

                                       5

<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 limited  activities,
Limited  capital,  debt in the amount of  $1,116,487,  all of which is  current,
$2,226 in cash, and no capital commitments. The effects of such conditions could
potentially 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.

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.
---------------------

None.

                                       6

<PAGE>




ITEM 8A. CONTROLS AND PROCEDURES
--------------------------------

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

None.

ITEM 8A CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer & Principal Financial Officer),  as appropriate,  to allow for
timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b),  our Chief  Executive  Officer carried out an
evaluation  under the supervision and with the  participation of our management,
of the effectiveness of the design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act Rule  15d-14 as of the end of the period
covered by this report. Based on the foregoing  evaluation,  they have concluded
that our disclosure  controls and  procedures  are effective in timely  alerting
them to material information required to be included in our periodic SEC filings
and to ensure that  information  required to be  disclosed  in our  periodic SEC
filings is accumulated and  communicated to our management,  including our Chief
Executive Officer,  to allow timely decisions regarding required disclosure as a
result of the  deficiency  in our  internal  control  over  financial  reporting
discussed below.

                                       7

<PAGE>

ITEM 8A(T).   CONTROLS AND PROCEDURES

Management's Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f)  and  15d-15(f)  under  the  Exchange  Act.  Our  management
conducted  an  evaluation  of the  effectiveness  of our  internal  control over
financial  reporting  based on the  framework  in Internal  Control - Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission. Our internal control over financial reporting is designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally accepted  accounting  principles.  Our internal control over financial
reporting includes those policies and procedures that:

     (i)  pertain to the  maintenance  of records that,  in  reasonable  detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;

     (ii) provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation

    (iii) provide reasonable  assurance regarding prevention or timely detection
          of unauthorized

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may deteriorate.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control over financial  reporting is as of the year ended December 31,
2007. We believe that internal control over financial reporting is effective. We
have not identified any, current material weaknesses  considering the nature and
extent of our current operations and any risks or errors in financial  reporting
under current operations.

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the Company to provide only management's report in this annual report.

There  was no change in our  internal  control  over  financial  reporting  that
occurred  during the fiscal  quarter ended December 31, 2007 that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

                                       8

<PAGE>




                                    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
- ------------------------------------------------------------------------------
Rick N. Newton             Chief Executive Officer and
(Mr. Newton resigned as    acting Chief Financial Officer     2005 - 2006
an Officer and Director,
January 2007)
Wesley F. Whiting          Acting President and Director      Since January 2007

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

Wesley Whiting, age 74, Acting President, CFO, CEO and Director.
----------------------------------------------------------

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 Sun River Energy, Inc. since 1998. 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.

The following is the biographical information of the individual who served as an
officer and/or director of the Company during the year ended December 31, 2006,
and resigned his position in January 2007.

Rick N. Newton
--------------
Mr. Newton has with more than 30 years of multi-industry experience ranging from
start-ups  to Fortune 10  corporations.  He has worked  with  hundreds  of these
projects  during his career as a corporate  intrapreneur  and  entrepreneur.  He
worked 16 years at IBM, the last half doing  Corporate  Venturing.  He worked at
American  Express,   responsible  for  the  Investment   Banking  marketing  and
operations of small, high growth companies.  Mr. Newton has a Bachelor degree in
Mechanical Engineering and an MBA from the University of Colorado.


                                       9

<PAGE>




Over the past 5 years Mr. Newton held the following corporate positions:  From
March 1999 to present  President and CEO of Wisdom in Action,  Inc., a privately
held small business;  From 1987 to present Executive director and CEO of Systems
Science  Institute,  a privately  held small  business.  From  September 2004 to
present  General  Partner of Conscious  Capital Fund LP,  privately held limited
Partnership. From September 2004 to present managing member of Conscious Capital
Management LLC,  privately held general partner of Conscious  Capital Fund. From
September 2004 to present managing member of Conscious  Capital  Consulting LLC,
privately  held limited  liability  company;  From January 2002 to December 2003
Chairman of Socially Responsible Private Equity Networks, Inc., a privately held
corporation;  College Bound Student  Alliance,  Inc., a publicly traded company,
chairman of the board of directors  from April 1999 to December  2002,  Director
from  April 1999 to January  2006,  and  Chairman  of the Audit  Committee  from
December  2002 to January  2005.  From  January 2000 to April 2005 member of the
Board of  Directors  and  Chairman of the  Compensation  Committee  of Chartwell
International,  Inc., a publicly traded company; From March 2005 to January 2006
Board of Directors at Kingsley Capital Inc., a privately held corporation.  From
January  2002 to January  2005  Board of  Directors  at Pasta  Fresca,  Inc.,  a
privately held corporation; From August 2000 to April 2001 Executive Director of
the  University of Colorado Bard  Entrepreneur  Center.  From July 1999 to April
2001 Chairman of the University of Colorado Rutt Bridges  Venture  Capital Fund;
From December  1998 to December  2001 Board of Directors of the Rockies  Venture
Club.   From  November  2003  to  October  2004  Vice   President   Finance  and
Administration  at BioCare  Systems,  Inc. a privately  held  corporation.  From
January 2004 to October 2005 Board of Directors of Wed Steps,  Inc., a privately
held corporation; From June 2000 to January 2002 founder and member of the Board
of Directors of Lighthouse Enterprise Holdings, Inc., a private company.

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.

No disclosure  is contained  herein about persons who failed to file Forms 3, 4,
or 5, under Section 16(a)

                                       10

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.
--------------------------------

The following table sets forth certain information concerning  compensation paid
by the Company to the President  and the  Company's two most highly  compensated
executive  officers for the fiscal year ended  December 31, 2007,  2006 and 2005
(the "Named Executive Officers"):

<TABLE>
<CAPTION>
<S>              <C>    <C>        <C>     <C>      <C>      <C>             <C>             <C>             <C>

                           SUMMARY COMPENSATION TABLE

                                                               Non equity     Non qualified
                                                               incentive        deferred
                                           Stock    Option        plan        compensation     All other
                         Salary    Bonus   awards   awards    compensation      earnings      compensation    Total
Name & Position  Year      ($)      ($)      ($)      ($)         ($)             ($)             ($)          ($)
---------------- ------ ---------- ------- -------- -------- --------------- --------------- --------------- ---------
Wesley
Whiting, CEO,
CFO           &  2007      $-0-      $-0-     $-0-    $-0-       $ -0-            $-0-            $-0-         $-0-
Director(1)      2006      $-0-      $-0-     $-0-    $ 2,895    $ -0-            $-0-            $-0-         $ 2,895

Richard  Newton  2006      $-0-      $-0-     $-0-    $58,985    $ -0-            $-0-            $-0-         $58,985
                 2005      $15,000   $-0-     $-0-    $-0-       $ -0-            $-0-            $-0-         $15,000

Michael  Shuett  2006      $-0-      $-0-     $-0-    $ 1,930    $ -0-            $-0-            $-0-         $ 1,930
                 2005      $46,666   $-0-     $-0-    $-0-       $ -0-            $-0-            $-0-         $46,666


(1)      Mr. Whiting was appointed the Chief Executive  Officer in January 2007.
         He serves in this capacity without compensation.  During the year ended
         December 31, 2006,  he received a fully vested option  exercisable  for
         40,000 shares with a term of 5 years.
(2)      Mr. Newton resigned as the chief executive officer of the Company in January 2007.
(3)      Mr. Shuett resigned his position as the president and a director of the Company in 2006.

</TABLE>



                                       11

<PAGE>




                                               OPTION/SAR GRANTS TABLE

The following table provides  information relating to the grant of stock options
to the Company's executive officers during the year ended December 31, 2007.
<TABLE>
<CAPTION>
<S>                           <C>                      <C>                <C>                        <C>

                                                    Individual Grants
                                                    -----------------

     Name                     # of Underlying          % of Total         Exercise of Base Price     Expiration Date
     ----                     ---------------          ----------         ----------------------     ---------------
Wesley F. Whiting                 40,000                  3%                       $0.50                  2011

</TABLE>

1 Based on a total of 1,338,124  options  granted in the year ended December 31,
2007.





             AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                        FISCAL YEAR END OPTION/SAR VALUES

The  following  table  provides  information  relating to the  exercise of stock
options  during the year ended  December  31,  2007 by the  Company's  executive
officers and the 2007 fiscal year-end value of unexercised options.
<TABLE>
<CAPTION>
<S>            <C>             <C>        <C>                                       <C>

                 SHARES         VALUE     NUMBER OF SECURITIES UNDERLYING             VALUE OF UNEXERCISED
               ACQUIRED ON     REALIZED       UNEXERCISED OPTIONS/SARS               IN-THE-MONEY OPTIONS/SAR
NAME           EXERCISE (#)      ($)                   AT FY-END                           AT FY-END ($)

                                             EXERCISABLE/UNEXERCISABLE              EXERCISABLE/UNEXERCISABLE
                                             -------------------------              -------------------------

Wesley F.
Whiting         0                0               40,000/0                            $2,000/0

(1) The  average  of the  closing  bid and asked  price of the  common  stock on
December 31, 2007 ($0.05) was used to calculate the option value.
</TABLE>

                                       12

<PAGE>




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

The following table sets forth the compensation,  if any, paid by the Company to
those directors who served on the Company's  Board of Directors  during the year
ended December 31, 2007.

<TABLE>
<CAPTION>
<S>                 <C>             <C>    <C>       <C>               <C>                <C>         <C>

                             Directors' Compensation

Name                Fees            Stock   Options  Non-Equity        Nonqualified       All Other   Total
                    Earned or       Awards  Awards   Incentive Plan    Deferred           Compen-      ($)
                    Paid-in         ($)     ($)      Compensation      Compensation       sation
                    Cash ($)                         ($)               ($)                ($)

Wesley Whiting         $0            $0      $0       $0                $0                  $0          $0


</TABLE>



As of the date of filing this report,  the Company does not have any  employees.
None of the  directors is accruing any  compensation  pursuant to any  agreement
with the Company. No retirement,  pension, profit sharing, or insurance programs
or other  similar  programs  have been adopted by the Company for the benefit of
its employees.  The Board of Directors of the Company has adopted a stock option
plan.  The plan  allows  grants up to a total of  2,000,000  stock  options.  At
December 31, 2007,  options  exercisable  for  1,338,124  shares were issued and
outstanding and fully vested.

                                       13

<PAGE>




Long Term Compensation Plans and Stock Options.
-----------------------------------------------

The  Company  does not have a long term  compensation  plans,  but the Board has
adopted an Employee  Consultant Stock Option Plan. The Board has authorized that
2,000,000  shares be reserved for the plan.  During the year ended  December 31,
2007, the Board did not grant any options under the plan.  During the year ended
December 31, 2006, the Board granted options exercisable for 1,338,124 shares to
various consultants,  officers and directors. All options granted under the plan
were fully vested at the time of issuance.

Audit Committee
----------------
The Company  does not have an Audit  Committee.  The members of the Board sit as
the Audit Committee.

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

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

The  following  table sets  forth,  as of  December  31,  2007,  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              OWNERSHIP
OWNERS                                       SHARES                PERCENTAGE(1)
 -------------------------------------------------------------------------------
Steve Parkinson                             2,010,000 (2)                15%
7609 Ralston Road
Arvada, CO 80002

Michael Schuett                             1,866,667 (3)                14%
7609 Ralston Road
Arvada, CO 80002

John Bradley and
Bradley Family Trust                          962,080 (4)               7.1%
7609 Ralston Road
Arvada, CO 80002

Rick Newton, CEO                              815,000 (5)(7)            6.0%
7609 Ralston Road
Arvada, CO 80002

Wesley F. Whiting, CEO & Director              60,000 (6)(7)            0.44%
10200 W. 44th Ave., Suite 210E
Wheat Ridge, CO 80033
                                              ---------                 -----
All directors and executive
officers as a group (1 person)                60,000 (7)                0.44%
                                              =========                =====

                                       14

<PAGE>




(1)  Based upon  10,060,534  shares of common stock issued and  outstanding  and
     assuming the exercise of warrants  exercisable  for 620,000  shares,  the
     exercise of options  exercisable for 1,338,124 shares and the conversion of
     convertible  promissory  notes  convertible  for  1,490,303  shares.  Fully
     diluted  there  would be  13,508,961  shares of  common  stock  issued  and
     outstanding.

(2)  Mr.  Parkinson  holds  2,000,000  shares of common stock and holds  options
     exercisable  for  10,000  shares of common  stock for a total of  2,010,000
     shares.

(3)  Mr.  Shuett  holds  1,840,000  shares  of common  stock  and holds  options
     exercisable for 26,667 shares for a total of 1,866,667 shares.

(4)  Mr.  Bradley owns  462,080  shares of common  stock  directly.  The Bradley
     Family  Trust  holds  500,000  common  shares,  of which Mr.  Bradley  is a
     beneficial owner.

(5)  Mr. Newton holds options exercisable for 815,000 shares of common stock.

(6)  Mr.  Whiting  holds  20,000  shares  of  common  stock  and  holds  options
     exercisable for 40,000 shares of common stock for a total of 60,000 shares.

(7)  The number of shares and percent assume the exercise of all options.

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.

During the year ended  December 31, 2006,  the  following  who were officers and
directors of the Company,  at the time, were granted options under the Company's
stock option plan in the amounts  listed.  The options have an exercise price of
$0.50 per share, a term of 5 years and were fully vested upon issuance.

                  Wesley Whiting                      40,000 shares
                  Rick Newton                         815,000 shares
                  Michael Schuett                     26,667 shares
                  Kelly Kendall                       30,000 shares
                  Steve Parkinson                     10,000 shares
                  Leland Watson                       20,000 shares


                                       15

<PAGE>





ITEM 13  EXHIBITS.
-----------------
(a)  Documents filed as a part of this report:
     -----------------------------------------

         Exhibits:

          31   CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
          32   CERTIFICATION OF DISCLOSURE  PURSUANT TO 18 U.S.C.  SECTION 1350,
               AS ADOPTED PURSUANT TO SECTION 906 OF THE  SARBANES-OXLEY  ACT OF
               2002



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
-----------------------------------------------
General.  Jaspers  + Hall,  PC,  CPAs  ("Jaspers")  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 Jaspers'
independence.

Audit  Fees.  During the year ended December 31, 2007, the Company was billed
by Jaspers + Hall for audit and review services $_________.

During the year ended  December  31,  2006,  the Company was billed by Jaspers +
Hall for the following services $ 9,000.

There were no audit related fees in 2006.

There  were no tax  fees or  other  fees in  2006 or 2005  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 2007 and 2006.

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

                                       16

<PAGE>

                              FINANCIAL STATEMENTS
                                TABLE OF CONTENTS
                               For the Years Ended
                           December 31, 2007 and 2006




                                                               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-12


<PAGE>


                                 Life USA, Inc.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS

                      FOR THE YEAR ENDED DECEMBER 31, 2006


<PAGE>


JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099

To the Board of Directors
Life USA, Inc.

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying  consolidated balance sheet of Life USA, Inc. a
development  stage  company,  as of December 31, 2007 and 2006,  and the related
consolidated statements of operations,  cash flows, and changes in stockholders'
deficit for the years then ended and for the period July 23, 2004 (inception) to
December 31, 2007.  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 audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting. Accordingly, we express no such opinion. 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. (a development
stage  company) at December 31, 2007 and 2006, and the results of its operations
and its cash flows for the years then  ended and for the  period  July 23,  2004
(inception)  to December 31, 2007,  in  conformity  with  accounting  principles
generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 2 to the
financial  statements,  the Company is in the  development  stage and conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern.  Management's  plans in regard to these matters are described in
Note 2. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.



April 14, 2008
/s/Jaspers + Hall PC



                                      F-1


<PAGE>
<TABLE>
<CAPTION>

         LIFE USA, INC. AND SUBSIDIARY
         (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED BALANCE SHEET
<S>                                                                                   <C>                  <C>

                                                                                        December 31,         December 31,
                                                                                            2007                 2006
                                                                                      -----------------    -----------------
Assets
         Current Assets:
                 Cash                                                                          $ 2,226                $ 337
                 Prepaid expenses                                                                    -               18,875
                 Assets of discontinued operations (Note 3)                                      2,158               73,467
                                                                                      -----------------    -----------------
         Total Current Assets                                                                    4,384               92,679
                                                                                      -----------------    -----------------
Total Assets                                                                                   $ 4,384             $ 92,679
                                                                                      =================    =================

Liabilities and Stockholders' Deficit
         Current liabilities
                 Accounts payable                                                            $ 329,219            $ 186,265
                 Notes payable                                                                  25,433               25,433
                 Convertible notes payable                                                     630,000              630,000
                 Liabilities of discontinued operations (Note 3)                               131,835              152,455
                                                                                      -----------------    -----------------
         Total Current Liabilities                                                           1,116,487              994,153

Stockholders' Deficit
         Common stock, $0.0001 par value; 100,000,000 shares                                     1,006                1,006
           authorized 10,060,534 shares issued and outstanding
           at December 31, 2007 and December 31, 2006, respectively
         Additional paid-in capital                                                            485,706              485,706
         Deficit accumulated during the development stage                                   (1,598,815)          (1,388,186)
                                                                                      -----------------    -----------------
                 Total Stockholders' Deficit                                                (1,112,103)            (901,474)
                                                                                      -----------------    -----------------
Total liabilities and stockholders' deficit                                                    $ 4,384             $ 92,679
                                                                                      =================    =================

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

                                      F-2

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                          LIFE USA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
<S>                                        <C>             <C>            <C>


                                                For the Year Ended          July 23, 2004
                                                   December 31,             (Inception) to
                                               2007            2006        December 31, 2007
                                           -------------   -------------  -------------------
Revenue:
       Sales                                        $ -             $ -                  $ -
                                           -------------   -------------  -------------------
Operational expenses:
       Goodwill write off                             -               -               14,454
       General and administrative                52,189         304,189              179,352
       Impairment loss                                -               -              116,667
       Depreciation and amortization                  -               -                    -
                                           -------------   -------------  -------------------
             Total operational expenses          52,189         304,189              310,473
                                           -------------   -------------  -------------------
Loss from operations                            (52,189)       (304,189)            (310,473)
                                           -------------   -------------  -------------------
Other income (expense):
       Interest expense                        (107,750)        (89,778)            (227,888)
                                           -------------   -------------  -------------------
             Total other expense               (107,750)        (89,778)            (227,888)
                                           -------------   -------------  -------------------
Loss from continuing operations                (159,939)       (393,967)            (538,361)
                                           -------------   -------------  -------------------
Discontinued operations, loss from
   operations of subsidiary                     (50,690)       (365,660)          (1,060,454)
                                           -------------   -------------  -------------------
Net Loss                                     $ (210,629)     $ (759,627)        $ (1,598,815)
                                           =============   =============  ===================
Per share information
Net (loss) per common share
       Basic                                    $ (0.02)        $ (0.08)
       Fully diluted                              (0.02)          (0.08)
                                           -------------   -------------
Weighted average number of common
       stock outstanding                     10,060,534       9,774,178
                                           -------------   -------------
       * Less than $(0.01) per share.

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

                                      F-3

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                          LIFE USA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                               December 31, 2007
<S>                                         <C>                   <C>             <C>              <C>                 <C>

                                                                                                    Deficit accum
                                                                                   Additional          During
                                              Common Stock                           paid-in          Development
                                             Number of shares       Amount           Capital             Stage           Totals
                                            ------------------    --------------   ------------    ----------------    -----------
Balance - July 23, 2004 (Inception)               -              $ -              $ -                 $ -                 $ -
                                            -------------------   --------------   -------------   ----------------    ----------
Balance - December 31, 2004                       -                -                -                   -                   -
                                            -------------------   --------------   -------------   ----------------    -----------
Recapitalization                                  786,534               79         (134,259)                  -         (134,180)
Stock issued for tradename                        250,000               25          124,975                   -          125,000
Stock issued for services                         275,000               27              248                   -              275
Warrants granted for services                     -                -                 64,107                   -           64,107
Stock issued for acquisition                    7,775,000              778            6,997                   -            7,775
Stock issued for cash                             454,000               45          113,455                   -          113,500
Forgiveness of debt                               -                -                 20,000                   -           20,000
Net loss                                          -                -                -               (628,560)           (628,560)
                                            -------------------   --------------   -------------   ----------------    -----------
Balance - December 31, 2005                     9,540,534              954          195,523         (628,560)           (432,083)
                                            -------------------   --------------   -------------   ----------------    -----------
Stock issued for services                         520,000               52          155,948                   -          156,000
Warrants granted for services                     -                -                134,235                   -          134,235
Net loss                                          -                -                -                (759,626)          (759,626)
                                            -------------------   --------------   -------------   ----------------    -----------
Balance - December 31, 2006                    10,060,534            1,006          485,706        (1,388,186)          (901,474)
                                            -------------------   --------------   -------------   ----------------    -----------
Net Loss                                          -                -                -                (210,629)          (210,629)
                                            -------------------   --------------   -------------   ----------------    ----------
Balance as of December 31, 2007                10,060,534          $ 1,006         $485,706      $ (1,598,815)      $ (1,112,103)
                                            ===================   ==============   =============   ================    ===========

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

                                      F-4

</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                          LIFE USA, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED STATEMENT OF CASH FLOWS
<S>                                                           <C>              <C>              <C>

                                                                                                 July 23, 2004
                                                                    For the Year Ended           (Inception) to
                                                                       December 31,               December 31,
                                                                  2007             2006             2007
                                                              --------------   --------------   --------------
Cash Flows from Operating Activities:
        Net Loss                                                 $ (210,629)      $ (759,627)    $ (1,598,815)

Adjustments to reconcile net loss to net cash used
in operating  activities from continuing operations:
        Loss from discontinued operations                            50,690          365,660        1,060,454
        Stock Warrants expensed for services                              -          134,235          198,342
        Stock issuance for services                                       -          156,000          156,275
        Amortization and depreciation                                     -                -                -
        Goodwill write-off                                                -                -           14,454
        Impairment loss add back                                          -                -          116,667
        Decrease (Increase) Accounts Receivable                           -                -                -
        Decrease (Increase) in Prepaid Expenses                      18,875          (18,875)          18,875
        Increase in Accounts Payable                                142,953           89,778          142,953
        Increase in Accrued Expenses                                      -                -                -
                                                              --------------   --------------   --------------
Net Cash Provided (Used) by Operating Activities
        from continuing operations                                    1,889          (32,829)         109,205
                                                              --------------   --------------   --------------
Net Cash Used in Investing Activities from
        continuing operations                                             -                -                -
                                                              --------------   --------------   --------------
Cash Flows from Financing Activities:
        Proceeds from notes payables                                      -          145,468          647,764
        Proceeds from stock issuance                                      -                -            7,775
                                                              --------------   --------------   --------------
Net Cash Provided (used) by Financing Activities
        from continuing operations                                        -          145,468          655,539
                                                              --------------   --------------   --------------
Net Cash used in discontinued operations                            (11,662)        (153,390)        (762,518)

Net Increase (Decrease) in Cash                                       1,889          112,639          764,744

Cash and Cash Equivalents - Beginning of Period                      11,999           52,750                -
                                                              --------------   --------------   --------------
Cash and Cash Equivalents - End of Period                           $ 2,226         $ 11,999          $ 2,226
                                                              ==============   ==============   ==============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
        Cash paid for interest expense                                  $ -            2,086            2,205
                                                              ==============   ==============   ==============
        Cash paid for income taxes                                      $ -                -                -
                                                              ==============   ==============   ==============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
        AND FINANCING ACTIVITIES:
        Stock warrants granted for services                             $ -          134,235        2,195,438
                                                              ==============   ==============   ==============
        Stock issued for services                                       $ -          156,000          156,275
                                                              ==============   ==============   ==============
        Acquisition of tradename for 250,000 shares common              $ -                -          125,000
                                                              ==============   ==============   ==============
        Note payable assumed in reverse takeover                        $ -                -           15,080
                                                              ==============   ==============   ==============

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

                                      F-5

</TABLE>




<PAGE>
                          LIFE USA, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      For the Year Ended December 31, 2007

NOTE 1.  Business, Basis of Presentation and Significant Accounting Policies:

Business:

Life USA, Inc. (the "Company") was  incorporated  in Colorado in January,  1997.
The Company was  originally  named  Lifeline USA, Inc. On January 16, 2007,  the
Company changed its name to Life USA, Inc. by filing an amendment to its Article
of Incorporation.  To resolve an administrative  dissolution by the Secretary of
State, the Company was reincorporated in 2002. The Company shareholders approved
the  reincorporation of Life USA, Inc. 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.

On September 13, 2005, Life USA, Inc. and Neuro Nutrition, Inc. ("Neuro") signed
an  agreement  whereby,  Life USA  purchased  all of the issued and  outstanding
shares of Neuro Nutrition,  Inc. for 8,300,000 shares of its common stock. Neuro
then became a 100% wholly owned  subsidiary  of Life USA,  Inc.

The Company  accounted for the  acquisition as a reverse  acquisition  under the
purchase method of accounting,  since the Neuro shareholders obtained control of
the consolidated entity. The historical statements presented are those of Neuro.

Neuro Nutrition was incorporated on July 23, 2004 in the State of Colorado,  and
has been in the development stage since. In January 2007, the Company ceased the
operations of Neuro (See Note 3).

Basis of Presentation:

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

Reclassifications:

Certain  amounts  reported  in  the  year  ended  December  31,  2006  financial
statements have been reclassified to conform to the year ended December 31, 2007
presentation.

Significant Accounting Policies:

Cash and Cash Equivalents

The Company  maintains the majority of its cash  accounts at a commercial  bank.
The total cash balance is insured by the Federal Deposit  Insurance  Corporation
("FDIC") up to $100,000  per  commercial  bank.  As of December  31,  2007,  the
Company had zero amounts in excess of the FDIC insured  limits.  For purposes of
the  statement of cash flows,  the Company  considers all cash and highly liquid
investments  with  initial  maturities  of  three  months  or  less  to be  cash
equivalents.

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 affects 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.  Such  estimates  may be  materially  different  from  actual  financial
results.  Significant  estimates include the recoverability of long-lived assets
and the collectability of accounts receivable.

Revenue Recognition

Revenue Recognition is recognized when earned. The Company's revenue recognition
policies are in  compliance  with Staff  Accounting  Bulletin  (SAB) 104.  Sales
revenue  is  recognized  at the  date of  shipment  to  customers  when a formal
arrangement  exists,  the  price is  fixed  or  determinable,  the  delivery  is
completed,   no  other   significant   obligations  of  the  Company  exist  and
collectability  is  reasonably  assured.  Payments  received  before  all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue.

                                      F-6

<PAGE>







                          LIFE USA, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      For the Year Ended December 31, 2007

Net Loss per Share

Net loss per share is calculated in accordance with the SFAS No. 128,  "Earnings
per Share".  SFAS No. 128 superseded  Accounting  Principles Board Opinion No.15
(APB No. 15). Net loss per share for all periods  presented has been restated to
reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the
weighted average number of common shares outstanding. Diluted net loss per share
is based on the  assumption  that all  dilutive  convertible  shares  and  stock
options  were  converted  or  exercised.  Dilution is  computed by applying  the
treasury stock method. Under this method, options and warrants are assumed to be
exercised at the beginning of the period (or at the time of issuance, if later),
and as, if funds  obtained  thereby  were used to purchase  common  stock at the
average market price during the period.

Fair Value of Financial Instruments

The carrying amount of accounts  payable and accrued  expenses are considered to
be  representative  of their  respective  fair values  because of the short-term
nature of these financial instruments.

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.

Federal Income Taxes

The Company  accounts  for income taxes under SFAS No. 109,  which  requires the
asset and liability  approach to accounting for income taxes. Under this method,
deferred tax assets and  liabilities  are measured based on differences  between
financial  reporting  and tax bases of assets  and  liabilities  measured  using
enacted tax rates and laws that is expected to be in effect when differences are
expected to reverse.

Recent Accounting Pronouncements:

In June 2006, the FASB issued  Interpretation  ("FIN") No. 48,  "Accounting  for
Uncertainty in Income Taxes--an  interpretation of FASB Statement No. 109." This
Interpretation  prescribes a recognition threshold and measurement attribute for
the financial  statement  recognition and measurement of a tax position taken or
expected to be taken in a tax return,  and provides guidance on  de-recognition,
classification,   interest  and  penalties,   accounting  in  interim   periods,
disclosure,  and transition.  This  Interpretation is effective for fiscal years
beginning  after December 15, 2006. We believe that FIN No. 48 should not have a
material impact on our financial position or results of operations.

In  September  2006,  the FASB issued SFAS No.  157,  "Fair Value  Measurements"
("SFAS No. 157").  SFAS No. 157 defines fair value,  establishes a framework for
measuring fair value in generally accepted accounting  principles ("GAAP"),  and
expands disclosures about fair value measurements.  This statement applies under
other accounting  pronouncements  that require or permit fair value  measurement
where the FASB has previously  determined that under those  pronouncements  fair
value is the  appropriate  measurement.  This statement does not require any new
fair value  measurements but may require  companies to change current  practice.
This statement is effective for those fiscal years  beginning after November 15,
2007 and to the interim  periods within those fiscal years. We believe that SFAS
No. 157 should not have a material  impact on our financial  position or results
of operations

In September 2006, FASB issued SFAS No. 158, "Employers'  Accounting for Defined
Benefit Pension and Other  Postretirement  Plans" ("SFAS No. 158"). SFAS No. 158
requires  employers to  recognize  the  overfunded  or  underfunded  status of a
defined benefit postretirement plan as an asset or liability in its statement of
financial position, recognize changes in that funded status in the year in which
the changes occur through  comprehensive  income and measure a plan's assets and
its obligations that determine its funded status as of the end of the employer's
fiscal  year.  The  provisions  of SFAS No. 158 are  effective  for fiscal years
ending after  December 15, 2006.  We believe that SFAS No. 158 should not have a
material impact on our financial position or results of operations.


                                      F-7

<PAGE>








                          LIFE USA, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      For the Year Ended December 31, 2007

In  September  2006,  the  SEC  issued  Staff   Accounting   Bulletin  No.  108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in  Current  Year  Financial  Statements"  ("SAB  108").  SAB 108
requires  companies to evaluate the materiality of identified  unadjusted errors
on each financial  statements and related financial  statement  disclosure using
both the rollover  approach and the iron curtain  approach.  The requirements of
SAB 108 are effective for annual financial  statements covering the first fiscal
year ending after November 15, 2006.  SFAS No. 158 has not had a material impact
on our financial position or results of operations.

In July 2006,  the FASB  issued  FASB  Interpretation  No. 48,  "Accounting  for
Uncertainty in Income Taxes, an  interpretation of FASB Statement No. 109" ("FIN
48"). FIN 48 prescribes the minimum  accounting and disclosure  requirements  of
uncertain tax positions.  FIN 48 also provides  guidance on the  de-recognition,
measurement, classification, interest and penalties, and transition of uncertain
tax positions.  FIN 48 is effective for fiscal periods  beginning after December
15,  2006.  We  believe  that FIN 48 should  not have a  material  impact on our
financial position or results of operations

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations

 In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

                                      F-8


<PAGE>






                          LIFE USA, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      For the Year Ended December 31, 2007

NOTE 2.   Going Concern:

In the Company's Annual Report on Form 10-KSB for the fiscal year ended December
31,  2007,  the Report of the  Independent  Registered  Public  Accounting  Firm
includes an explanatory  paragraph that  describes  substantial  doubt about the
Company's  ability  to  continue  as a  going  concern.  The  Company's  interim
financial  statements for the year ended December 31, 2007 have been prepared on
a going concern  basis,  which  contemplates  the  realization of assets and the
settlement of liabilities and commitments in the normal course of business.  The
Company  reported a net loss of $210,629  for the year ended  December 31, 2007,
and an  accumulated  deficit of  $1,598,815 as of December 31, 2007. At December
31, 2007,  the Company had a working  capital  deficit of  $1,112,103  and total
current liabilities exceed total current assets by $1,112,103.

The future  success of the Company is likely  dependent on its ability to attain
additional  capital,  or to find an  acquisition  to add  value  to its  present
shareholders  and  ultimately,  upon its  ability  to attain  future  profitable
operations.  There can be no assurance  that the Company will be  successful  in
obtaining  such  financing,  or that it will  attain  positive  cash  flow  from
operations. Management believes that actions presently being taken to revise the
Company's operating and financial  requirements  provide the opportunity for the
Company to continue as a going concern.

NOTE 3.  Discontinued Operations:

In  January  2007,  management  of the  Company  ceased  the  operations  of its
wholly-owned  subsidiary,  Neuro. As part of the cessation of Neuro, the Company
liquidated the inventory held by Neuro.

At  December  31,  2007,  Neuro's  remaining  asset is cash of  $2,158,  and its
liabilities  consist of  accounts  payable  of  $125,636  and a note  payable of
$6,199. (excluding intercompany payables of approximately $750,106).

Neuro's  revenues  for the year ended  December  31,  2007 and 2006  reported in
discontinued operations were $4,135 and $751,624, respectively. Neuro recorded a
net loss for the year ended  December 31, 2007 and 2006 of $50,690 and $365,660,
respectively.

NOTE 4.  Notes Payable:

The Company's outstanding notes payable on December 31, 2007 consisted of:

            $ 15,080       Note Payable issued to an investor. Due upon demand.
                           Interest rate is 8%

              10,353       Note payable, issued to vendor.  Due upon demand
             --------
           $  25,443       Total notes payable outstanding on December 31, 2007.
             ========

                                      F-9

<PAGE>







                          LIFE USA, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      For the Year Ended December 31, 2007

NOTE 5.  Convertible Notes Payable:

Convertible notes payable as of December 31, 2007, consisted of the following:

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

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


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

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

         $ 20,000      Note payable 5, convertible into 40,000 shares, due
                       February 28, 2007, incurring interest at 15%, attached to
                       the note are 40,000 warrants exercisable at $0.65 per
                       share.

         $ 50,000      Note payable 6, convertible into 100,000 shares, due
                       February 28, 2007, incurring interest at 15%, attached
                       to the note are 100,000 warrants exercisable at $0.65
                       per share.

         $ 75,000      Note payable 7, convertible into 150,000 shares, due May
                       27, 2006, incurring interest at 10%, attached to the note
                       are 150,000 warrants exercisable at $0.625 per share.


<PAGE>




         $ 50,000      Note payable 8, convertible into 100,000 shares, due
                       November 11, 2006, incurring interest at 10%, attached
                       to the note are 200,000 warrants exercisable at
                       $0.625 per share.


         $ 50,000      Note payable 9, convertible into 100,000 shares, due
                       November 11, 2006, incurring interest at 10%, attached
                       to the note are 200,000 warrants exercisable at
                       $0.625 per share.

         $  5,000      Note payable 10, convertible into 10,000 shares, due
                       November 11, 2006, incurring interest at 10%, attached
                       to the note are 20,000 warrants exercisable at $0.625
                       per share.

         $ 50,000      Note payable 11, convertible into 100,000 shares, due
                       December 7, 2006, incurring interest at 10%, attached
                       to the note are 200,000 warrants exercisable at $0.625
                       per share.

         $ 25,000      Note payable 12, convertible into 50,000 shares, due
                       February 20, 2007, incurring interest at 10%, attached
                       to the note are 100,000 warrants exercisable at $0.75
                       per share.

         $  5,000      Note payable 13, convertible into 10,000 shares, due
                       February 28, 2007, incurring interest at 10%, attached
                       to the note are 20,000 warrants exercisable at $0.75
                       per share.

         $ 50,000      Note payable 14, convertible into 125,000 shares, due
                       September 12, 2006, incurring interest at 25%, attached
                       to the note are 250,000 warrants exercisable at $0.75
                       per share. This note is secured by inventory and
                       accounts receivable.

         $ 50,000      Note payable 15, convertible into 125,000 shares, due
                       September 12, 2006, incurring interest at 25%, attached
                       to the note are 250,000 warrants exercisable at $0.75
                       per share. This note is secured by inventory and
                       accounts receivable.
         --------
         $630,000     Total Convertible notes payable. All these notes, with
         ========     the exception of notes 1, 3, 4, 14 and 15 are unsecured.

As of December 31, 2007, all of the  convertible  notes  described  above are in
default.

NOTE 6.  Stockholders' Deficit:

Common Stock:

During the year ended December 31, 2007, the Company did not issue any shares of
its common stock.

In July 2006,  the Company  issued  520,000  shares of its  restricted  stock to
certain consultants,  advisors and Board of Director members for their services.
On the date of the issuance and on the last day of the  quarter,  the  Company's
stock  traded at $0.30 per share.  The 520,000  shares were fully  expensed at a
total cost of $156,000.

                                      F-10

<PAGE>









                          LIFE USA, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      For the Year Ended December 31, 2007

Warrants:

During the year ended December 31, 2006, the Company  issued  convertible  notes
payable in the amount of $630,000 to which  warrants  exercisable  for 1,908,790
shares of the Company's common stock were attached.  The attached  warrants,  if
any,  give the note  holder the right to  purchase  additional  shares of common
stock at a specified  strike  price.  Depending on the terms of the  convertible
notes,  the note holder is granted for each converted  share one or two warrants
to purchase  one or two  additional  shares of common  stock at purchase  prices
ranging  from  $0.625 to $0.75 per share for a period of up to three  years from
the date of the issuance of the respective convertible note payable.

During the year ended  December 31, 2007,  warrants  exercisable  for  1,288,788
shares of common stock expired.

As of December 31, 2007, no warrants had been exercised.

A summary of warrant activity for 2007 is as follows:

<TABLE>
<CAPTION>
<S>                               <C>            <C>             <C>            <C>

                                                     Weighted                       Weighted
                                       Number        Average                        Average
                                       Of            Exercise     Warrants          Exercise
                                       Warrants      Price        Exercisable       Price
         ------------------------ -------------- -----------     -------------- -----------
         Outstanding
         December 31, 2006         1,908,788     $  2.02          1,908,788     $    2.02
             Granted                       0           0                  0             0
             Expired              (1,288,788)      0.625         (1,288,788)        0.625
             Exercised                     0           0                  0             0
         ------------------------ -------------- -----------     -------------- -----------
         Outstanding
         December 31, 2007           620,000      $ 0.75            620,000     $    0.75
         ------------------------ -------------- -----------     -------------- -----------

</TABLE>

At December 31, 2007 the range of warrant  prices for shares under  warrants and
the weighted-average remaining contractual life is as follows:
<TABLE>
<CAPTION>
<S>              <C>          <C>            <C>                 <C>          <C>

                            Warrants Outstanding                     Warrants Exercisable
                 -------------------------------------------     ------------------------
                                                   Weighted
                                   Weighted         Average                      Weighted
Range of              Number        Average       Remaining           Number      Average
Warrant                   of       Exercise     Contractual               of     Exercise
Exercise Price      Warrants          Price            Life         Warrants        Price
--------------   -----------  -------------  --------------      -----------  -----------
  $0.75             620,000      $    0.75            0.12          620,000     $ 0.75
==============   ===========  =============  ==============      ===========  ============
</TABLE>

Options:

During the year ended  December  31,  2006,  the  Company's  Board of  Directors
adopted a stock option plan. The Company is able to grant option exercisable for
up to 2,000,000 shares under the plan.  During the year ended December 31, 2006,
the  Company  granted  options  under  the stock  option  plan  exercisable  for
1,338,124  shares of the Company's  common  stock.  The options have an exercise
price of $0.50 per share and were fully vested upon issuance. The options have a
term of five years.

                                      F-11

<PAGE>




                          LIFE USA, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                      For the Year Ended December 31, 2007

The  options  were  granted to  various  contractors  and to current  and former
directors and officers of the Company.

The granted stock options have been valued,  using a  Black-Scholes  model,  and
were fully  expensed.  During the year ended  December  31,  2006,  the  Company
incurred an expense of $96,847 in connection with the granting of the options.

During the year ended  December 31, 2007,  no options were issued,  exercised or
cancelled.

A summary of the Option Plans at December 31, 2007 is as follows:

                                                                WEIGHTED AVERAGE
                                         SHARES                 EXERCISE PRICE
                                         ------                 --------------

      Outstanding, Beginning of Year       1,338,124            $     0.50
      Granted                                      -                     -
      Cancelled                                    -                     -
      Expired                                      -                     -
      Exercised                                    -                     -
                                           ---------            ----------
      Outstanding, End of Year             1,338,124            $     0.50
                                           =========            ==========

      Options Exercisable, End of Year     1,338,124            $     0.50
                                           =========            ==========

The following table summarizes information about stock options outstanding as of
December 31, 2007:
<TABLE>
<CAPTION>
<S>                  <C>              <C>                  <C>                     <C>              <C>

                                   OPTIONS OUTSTANDING                               OPTIONS EXERCISABLE

                                      WEIGHTED-AVERAGE
RANGE OF                                  REMAINING                                                   WEIGHTED
EXERCISE             NUMBER OF           CONTRACTUAL       WEIGHTED-AVERAGE        NUMBER OF          AVERAGE
PRICES                OPTIONS           LIFE (YEARS)        EXERCISE PRICE          OPTIONS         EXERCISE PRICE
-------               -------           ------------        --------------          -------         --------------

$0.50                   1,338,124                    4                $1.00           1,338,124        $0.50
                        ---------                    -                -----           ---------        -----
                        1,338,124                    4                $1.00           1,338,124        $0.50
                        =========                    =                =====           =========        =====

</TABLE>

NOTE 7.  FEDERAL INCOME TAXES:

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.

The Company has deferred  income tax assets,  which have been fully  reserved as
follows:

         Deferred tax assets
            Net operating loss carry forwards                  $1,695,662
            Valuation allowance for deferred tax assets        (1,695,662)
                                                               ----------
         Net deferred tax assets                               $        -
                                                               ==========

At December  31,  2007,  the Company had net  operating  loss carry  forwards of
$1,695,662  for  federal  income tax  purposes.  These  carry  forwards,  if not
utilized to offset  taxable  income will expire at the end of the  December  31,
2027.

                                      F-12
<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: July __, 2008

                                               /s/David Kutchinski
                                               -------------------
                                                  David Kutchinski,
                                           President, CEO and Acting CFO


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: August 22, 2008

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

Date: August 22, 2008

/s/David Kutchinski
--------------------
David Kutchinski, Director

                                      17