<PAGE> 1
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-KSB
(Mark One)
  [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the fiscal year ended       December 31, 2000
                                     -----------------
  [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

     For the transition period from       to
                                    ------   ---------
           Commission File Number              0-22497
                                              ----------
                          Upland Energy Corporation
                     -------------------------------------
             (Exact name of registrant as specified in charter)

        Utah                                     87-0430780
------------------------------                ----------------------
State or other jurisdiction of             (I.R.S. Employer I.D. No.)
incorporation or organization

712 Arrowhead Lane, Murray, Utah                  84107
-----------------------------------------         ----------
(Address of principal executive offices)          (Zip Code)

Issuer's telephone number, including area code (801) 281-4966
                                               ---------------
Securities registered pursuant to section 12(b) of the Act:

Title of each class       Name of each exchange on which registered
        None                                  N/A
------------------        -----------------------------------------

Securities registered pursuant to section 12(g) of the Act:
                                   None
                             ---------------
                             (Title of class)

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

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

<PAGE>
<PAGE> 2

     State issuer's revenues for its most recent fiscal year:  $255,743

     State the aggregate market value of the voting stock held by
nonaffiliates computed by reference to the price at which the stock
was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days:  The Company does not
have an active trading market and it is, therefore, difficult, if
not impossible, to determine the market value of the stock.  Based
on the bid price for the Company's Common Stock at April 12, 2000, of $0.315
per share, the market value of shares held by nonaffiliates would be
$1,595,661.

     As of April 3, 2001, the Registrant had 5,065,592 shares of common stock
issued and outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated:  (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or (c) under the Securities Act of 1933:  NONE

<PAGE>
<PAGE> 3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
-------------------------------------------------

     This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management.  In
particular, the potential reorganization with Lifesmart and potential oil and
gas revenue involve "forward looking statements."  Statements in this periodic
report that are not historical facts are hereby identified as "forward-looking
statements" for the purpose of the safe harbor provided by Section 21E of the
Exchange Act and Section 27A of the Securities Act.

                              PART I

                   ITEM 1. DESCRIPTION OF BUSINESS

HISTORY AND ORGANIZATION
------------------------

     Upland Energy Corporation, a Utah corporation (the "Company") was
originally organized in Utah on January 30, 1986, under the name Upland
Investment Corporation, to engage in the acquisition and/or development of
assets, properties or businesses of any kind.  The Company remained inactive
other than raising some capital through the sale of its shares of Common Stock
until 1991.

     In November 1993, the Company acquired G.S. & C., Inc., a Nevada
corporation ("GSC") in a stock for stock transaction.  GSC was organized under
the laws of Nevada on September 1, 1993.  Prior to the acquisition, the
Company effected a 1-for-2 reverse split in its issued and outstanding shares
of Common Stock reducing the number of shares outstanding immediately prior to
the acquisition of GSC from 13,990,000 to 6,995,000.  The Company then issued
25,297,500 post-split shares of its Common Stock to the shareholders of GSC in
exchange for all issued and outstanding shares of GSC.  In connection with the
transaction, the name of the Company was changed from Upland Investment
Corporation to Upland Energy Corporation to better reflect the Company's
business activities.  For financial statement purposes, the transaction has
been accounted for as a "reverse acquisition" as if GSC had acquired the
Company.  As a result, the financial statements included herewith present the
operations of GSC from inception and include Upland's operations only from the
date of the acquisition.

     The Company is engaged in the business of exploring for and developing
oil and gas reserves.  GS&C sold its oil and gas assets in August 1999 and the
Company's focus has been on its oil and gas operations in the Hittle field in
central Kansas.  Unless otherwise indicated, GSC and Upland are collectively
referred to herein as the "Company."



<PAGE>
<PAGE> 4


Oil and Gas Operations
----------------------

     The Company's oil and gas property are in central Kansas and are located
on the Hittle Field.  The Hittle Field originally consisted of approximately
560 acres and was acquired for $6,000 in cash and a 15.6% royalty interest in
the leases. In the first quarter of 1997, the Company expanded its lease
holdings on the Hittle Field through the acquisition of an additional 880
acres at a cost of $3,800 with a 16.01% royalty interest remaining with the
lessors.

     The Company drilled two initial wells, the Lewis H-1 ("LH-1") and the
Hittle H-1 (the "HH-1"), in the Hittle Field.  Both wells initially showed
promising results; however, the LH-1 well had to be shut down due to water
problems and reworked and the HH-1 is producing only approximately 22 barrels
of oil per day. The LH-1 has been reworked and is producing approximately 5
barrels of oil per day.

     In December 1998, the Company hired Pace Exploration to handle all of the
Company's operation and drilling on the Hittle Field.  Under the terms of the
Agreement, Pace Exploration received a twenty percent (20%) working interest
in the Hittle Field exclusive of the LH-1 and HH-1 wells.

     Under the direction of Pace Exploration, two additional wells were
drilled on the Hittle Field. One of these wells has been completed for
production and is producing approximately 14 barrels of oil per day. The other
well never produced oil in economic quantities and was shut down.

Future Direction
----------------

     The Company has entered into an agreement and plan or reorganization with
Lifesmart Nutrition, Inc., which will result in the Company changing its focus
from the oil and gas industry to the nutritional supplement products such as
creatine and calcium.  Under the terms of the proposed reorganization
agreement, Lifesmart's management will assume control over the operations of
the Company and the business focus of the Company will become that of
Lifesmart.  As part of the proposed reorganization, the Company will reverse
split its common stock on a 2 to 1 basis reducing its outstanding stock from
5,065,592 to 2,532,796 prior to the reorganization.  The Company will issue to
the shareholders of Lifesmart 7,897,785 post reverse split shares for all of
the issued and outstanding shares of Lifesmart.

     As part of the negotiated terms of the reorganization agreement, the
Company will spin off GS&C and all of the oil and gas properties of the
Company to its shareholders.  The terms of the spinoff will result in each
shareholder of record of the Company on the day before the closing of the
reorganization with Lifesmart receiving one share of GS&C for each ten shares
of the Company held.  Shareholders of Lifesmart will receive one one hundredth
(0.01) a share of GS&C for every one share of the Company held after the
reorganization.  If the spin off is not completed within one year from the
date of the closing of the reorganization, current majority shareholders and
management of the Company have an option to purchase GS&C for $100,000.  The
purchase price of GS&C was determined based on discussions between management
of the Company and Lifesmart after a review of the Company's oil and gas
operations and revenue.

<PAGE>
<PAGE> 5

     The closing of the reorganization is subject to several events including
the raising of additional capital for Lifesmart of $500,000 and receiving
shareholder approval from the Company's and Lifesmart's shareholders.  Until
these conditions are met, there is a chance the reorganization will not be
complete.  The Company has raised the $500,000 through the sale of shares of
its common stock.  The shares were sold at $0.25 per share and for every four
shares purchased a common stock purchase warrant was also received.  Every
warrant allowed investors to buy another share of common stock at $0.50 per
share.

     ITEM 2. DESCRIPTION OF PROPERTIES

Oil and Gas Properties
----------------------

     The Company's oil and gas properties are located in Kansas.  The
properties now consist of only the Hittle Field with the sale of the McLouth
Field in July 1999.  The Company began exploration activities on the Hittle
Field in late 1996 and have drilled four wells on the field; three of which
have been completed for production, and one which was shut down. The Hittle
Field is subject to a farm out agreement with Pace Exploration who receives a
20% working interest in the field.  (See: Part I, Item 1. "Description of
Business").

     In the oil and gas industry and as used herein, the word "gross" well or
acre is a well or acre in which a working interest is owned; the number of
gross wells is the total number of wells in which a working interest is owned.
A "net" well or acre is deemed to exist when the sum of fractional ownership
working interests in gross wells or acres equals one.  The number of net wells
or acres is the sum of the fractional working interests owned in gross wells
or acres.

     The information presented in this section is in accordance with SEC
guidelines on oil and gas disclosure and in particular those found in Rule 4-
10 of regulation S-X.

Wells and Acreage
-----------------

     Shown below are tabulations of the productive oil (including casinghead
gas) wells and developed and undeveloped acreage owned by the Company as of
December 31, 2000.

                                              Gross Acreage
                                     -------------------------------
Productive Oil Wells                 Developed           Undeveloped
--------------------                 ---------           -----------
  Gross      Net(1)                Gross   Net(2)       Gross   Net(3)
  -----      ------                -----   ------       -----   ------
    2         2                     190    152.50        1560    1560
-------------------
(1)   Based on a 80% ownership working interest on the Hittle Field.
(2)   Calculated on the Hittle Field.
(3)   Corresponds to 1560 undeveloped acres in the Hittle Field with 100%
ownership interest.

<PAGE>
<PAGE> 6

See notes 3 and the unaudited supplemental information to the Company's
December 31, 2000 and 1999, financial statements for additional information
regarding the Company's oil and gas properties and producing activities and
oil and gas reserves.  Such information is based on a report prepared by Felix
Ascanio who was the Company's president, and therefore, should not be
considered independent.

Drilling Activities
-------------------

     Set forth below is a tabulation of wells completed in the period
indicated in which the Company have participated and the results thereof for
the three most recent years ended December 31, 2000.

<TABLE>
<CAPTION>

                                   Year Ended December 31,
                       --------------------------------------------------
                            1998            1999             2000
                            ----            ----             ----
                       Gross    Net    Gross    Net     Gross    Net
                       -----    ---    -----    ---     -----    ---
<S>                   <C>      <C>    <C>      <C>     <C>      <C>
Exploratory:
     Dry                -0-     -0-     -0-     -0-      -0-     -0-
     Oil                -0-     -0-     -0-     -0-      -0-     -0-
     Gas                -0-     -0-     -0-     -0-      -0-     -0-
         Totals         -0-     -0-     -0-     -0-      -0-     -0-

Development:
     Dry                -0-     -0-     -0-     -0-      -0-     -0-
     Oil                 2       2       2       2       -0-     -0-
     Gas                -0-     -0-     -0-     -0-      -0-     -0-
         Totals          2       2      -0-     -0-      -0-     -0-

</TABLE>


Average Prices and Costs
------------------------

     The average sales prices of oil and gas for the current fiscal year and
the three previous fiscal years are as follows:

      Average Sales Price
      -------------------
  Year Ended           Oil           Gas
  December 31       (per BBL)     (per MCF)
  -----------       ---------     ---------
     1996            $16.34            NA
     1997            $14.45            NA
     1998            $11.41            NA
     1999            $23.67            NA
     2000            $28.07            NA

Production costs for such wells per equivalent barrel, which includes lifting
costs (electricity, fuel, water disposal, repairs and maintenance, pumper,
transportation, etc.), and production taxes, was $4.15, $3.78, and $2.87 for
the years ended December 31, 2000, 1999, and 1998, respectively.

<PAGE>
<PAGE> 7

Production and Sale of Oil and Gas
----------------------------------

     The sale of oil and gas is subject to price adjustments, production
curtailments, and similar provision in oil and gas purchase contracts, and the
sale of both oil and gas is subject to general economic and political
conditions affecting the production and price of crude oil and natural gas.
For the years ended December 31, 2000, and 1999, the Company produced
approximately 26.59 and 32.38 barrels of oil per day.

                      ITEM 3. LEGAL PROCEEDINGS

     The Company is not involved in any litigation.

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

      None.

                               PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is quoted on the National Association of
Securities Dealers Electronic Bulletin Board under the symbol "UPLC."  Set
forth below are the high and low bid prices for the Company's Common Stock for
the last three years.  Although the Common Stock is quoted on the Electronic
Bulletin Board it has traded sporadically with low volume.  Consequently, the
information provided below may not be indicative of the Common Stock price
under different conditions. All prices listed herein reflect inter-dealer
prices, without retail mark-up, mark-down or commissions and may not represent
actual transactions.

Quarter Ended                 High Bid          Low Bid
-------------                 --------          -------

March 1998                    $3.875            $2.625
June 1998                     $1.438            $1.188
September 1998                $1.188            $0.625
December 1998                 $1.340            $0.560

March 1999                    $1.375            $0.531
June 1999                     $0.531            $0.344
September 1999                $1.00             $0.875
December 1999                 $1.25             $1.125

March 2000                    $0.375            $0.35
June 2000                     $0.25             $0.22
September 2000                $0.315            $0.28
December 2000                 $0.29             $0.25

March 30, 2001                $0.35             $0.30

<PAGE>
<PAGE> 8

     At April 6, 2001, the high and low bid and asked price for the Common
Stock was $0.31 and $0.35, respectively.

     Since its inception, the Company has not paid any dividends on its Common
Stock, and the Company does not anticipate that it will pay dividends in the
foreseeable future.

      As of April 6, 2001, there were 5,065,592 shares of common stock
outstanding held by approximately 126 active holders of record, including
broker-dealers and clearing corporations holding shares on behalf of their
customers, as reported by the Company's transfer agent.

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

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

     At December 31, 2000, the Company had assets of $419,198.  The majority
of these assets, $364,480, represented oil and gas properties with only
$52,661 in current assets.  During 2000, the Company was able to fund
operations through oil revenues.  The Company presently has working capital of
$11,660.  The Company presently is covering expenses.  However, the Company's
auditors have issued a going concern emphasis indicating they believe the
Company may not be able to continue as a going concern given current
resources.

     Management of the Company believes it will have sufficient resources to
continue based on current oil and gas productions.  To assure revenue will be
sufficient to cover operating expenses, the Company has continued to reduce
its cost and does not intend to do any further exploration on its fields.  The
Company has also entered into a reorganization agreement with Lifesmart as a
means of bringing in a new business with strong revenue projections to bolster
shareholder value.  Although Lifesmart also needs operating capital,
management of the Company believes its business potential will make it easier
to obtain capital to fund its operations.  The success of both companies will,
initially, depend upon the ability of the Company to raise capital.

     Since the end of the Company fiscal year end, the Company has raised an
additional $275,000 which has been loaned to Lifesmart to fund Lifesmart's
operations.  The money was raised through the sale of shares of the Company's
common stock at a price of $0.25 per share.  To entice buyers to purchase the
shares, the Company also included a warrant to purchase shares of the
Company's common stock at an exercise price of $0.50 per share.  All shares
sold in the private placement will be subject to the proposed two to one
reverse split of the Company's shares.  The Company also received $225,000 in
loans from shareholders to help fund Lifesmart's operations.

     The Company is hopeful the oil and gas operations will support itself
this year.  The oil and gas operations, however, will only marginally cover
anticipate expenses.  Future growth will be limited, and the Company does not
anticipate engaging in any further exploration.  Any capital currently being
raised will be used to fund the operations of Lifesmart in anticipation of the
pending reorganization.

<PAGE>
<PAGE> 9

Results of Operations
---------------------

     For the year ended December 31, 2000, the Company had revenue of $255,743
which was up from $198,540 for the same period in 1999 as a result of
increased production and higher oil prices.  The Company anticipates oil
revenue to remain about the same for the upcoming periods.

     Expenses for the year ended December 31, 2000, were $297,761 which were
down from $413,810 for the year ended December 31, 1999. Expenses decreased as
the company did not have any exploration or dryhole cost which were $100,000
in 1999.   Production expense increased in 2000, as the demand for oil and gas
equipment and workers increased the overall expenses of operation.  General
and administrative cost decreased as all but the essential cost of maintaining
the Company and its operations were discontinued to preserve needed resources.
The Company anticipates cost remaining similar in upcoming periods for the oil
and gas operations.

     For the year ended December 31, 2000, the Company continued to suffer
loses from operations with a net loss of $42,018.  This loss was down from the
$714,315 in 1999 due to the reduction of expenses in 2000 and the loss on
disposal of the McLouth field during 1999.  Management felt the reduction in
loss shows improvement and given $31,019 off the loss is associated with
depreciation expense, feels the Company is almost at a break even point.  If
oil prices remain at their current level, the Company is hopeful to actually
break even or possibly have a small profit off the oil and gas properties in
upcoming periods.

                   ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company are set forth immediately
following the signature page to this form 10-KSB.

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

     The Company has had no disagreements with its certified public
accountants with respect to accounting practices or procedures or financial
disclosure.

                            PART III

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

     The names of the Company's executive officers and directors and the
positions held by each of them are set forth below:

Name                                       Position
----                                       --------

Lee Jackson                                President and Director
Michael L. Labertew                        Secretary, Treasurer and Director

     The term of office of each director is one year and until his successor
is elected at the Company's annual shareholders' meeting and is qualified,
subject to removal by the shareholders.  The term of office for each officer

<PAGE>
<PAGE> 10

is for one year and until a successor is elected at the annual meeting of the
board of directors and is qualified, subject to removal by the board of
directors.  The Company is actively searching for a third director

Biographical Information

     Set forth below is certain biographical information with respect to each
of the Company's officers and directors.

     Lee Jackson, age 72, has been retired since 1993 and spends his time
focusing on real estate management and investments.  Prior to retiring, Mr.
Jackson owned Jackson Insurance Agency which he later sold to his son.  Prior
to establishing his own insurance agency, Mr. Jackson was a real estate agent
and broker. Mr. Jackson was employed by Allstate Insurance for 17 years where
he was an agent, a commercial sales supervisor and sales manager.  Mr. Jackson
received his bachelor of science degree in business from the University of
Utah in 1951.

     Michael Labertew, age 36, was appointed a director and subsequently
secretary and treasure of the Company in 1998.  Mr. Labertew is and has been
for the last 9 years an attorney in Salt Lake City, Utah.  Mr. Labertew has a
bachelor of science degree from the University of Iowa and a Juris Doctorate
from the University of Utah.

     Key Consultant
     --------------

     Frank Gillen, age 31, is a registered representative with Arizona Capital
Group, an NASD broker dealer.  Mr. Gillen joined Arizona Capital in 2001.  At
the time of joining Arizona Capital Group, his consulting agreement with the
Company was terminated.  Mr. Gillen was the president of Maven Strategic
Partners, Inc. in Salt Lake City, Utah until November 2000.  Maven Strategic
Partners, Inc. is a business consulting firm.  Prior to forming Maven
Strategic Partners, Inc., Mr. Gillen was employed by Alpine Securities
Corporation in Salt Lake City, Utah as a registered representative.  While at
Alpine Securities Corporation, Mr. Gillen headed several private and public
placements and underwritings for companies.  Mr. Gillen also acted as one of
Alpine Securities Corporation's designated traders and covered market making
activities for several public companies.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The Company believes that under the SEC's rules for reporting of
securities transactions by directors and executive officers, all required
reports have been timely filed, except Frank Gillen filed his form 3 late and
Lee Jackson and Mike Labertew filed a form 4 late.

                  ITEM 10.  EXECUTIVE COMPENSATION

     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries chief executive

<PAGE>
<PAGE> 11

officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at December 31, 2000, the
end of the Company's last completed fiscal year):

                   SUMMARY COMPENSATION TABLE
                   --------------------------
<TABLE>
<CAPTION>

                                                        Long Term Compensation
                                                        ----------------------

                     Annual Compensation               Awards       Payouts
                                            Other      Restricted
Name and                                    Annual      Stock     Options  LTIP     All other
Principal Position Year  Salary   Bonus($) Compensation Awards   /SARs    Payout  Compensation
------------------ ----  ------   -------- ------------ ------   -------  ------  ------------
<S>              <C>     <C>     <C>      <C>          <C>      <C>      <C>     <C>
Lee Jackson         2000  $36,000   -0-       -0-         -0-    50,000   -0-       -0-
President           1999  $38,000   -0-       -0-         -0-     -0-     -0-       -0-
                    1998  $38,000   -0-       -0-         -0-     -0-    10,000     -0-

<FN>
(1)  Mr. Jackson received 10,000 options at $0.625 per share in 1998.
</FN>
</TABLE>

Options/SAR Grants in Last Fiscal Year
--------------------------------------
The Following table sets forth information respecting all individual grants of
options and stock appreciation rights ("SARs") made during the fiscal year
ended December 31, 2000, to the named executive officer of the Company.

<TABLE>
<CAPTION>
                                  % of Total
               # of Securities    Options/SARS
               Underlying         Granted to                        Market Price
               Options/SARs       Employees in   Exercise or Base   on Date of
Name           Granted            Fiscal Year    Price ($/Share)    Grant         Expiration Date
----           ---------------    ------------   ----------------   ------------  ---------------
<S>                 <C>             <C>              <C>             <C>            <C>
Lee Jackson          50,000          50,000            O.25            0.25          1-1-2004
Michael Labertew     50,000          50,000            0.25            0.25          1-1-2004


</TABLE>

Bonuses and Deferred Compensation:
---------------------------------

     None

Compensation Pursuant to Plans:
------------------------------

     All options received are pursuant to the Company's 1996 Stock Option Plan
which has reserved 650,000 shares for issuance under the plan.  Options are
issued under the plan at the discretion of the Company's board of directors.

Pension Table:
-------------

     Not Applicable

<PAGE> 12

Other Compensation:
------------------

     None

Compensation of Directors:
-------------------------

     Directors of the Company receive only $100 per directors meeting
attended.

Termination of Employment and Change of Control Arrangement
-----------------------------------------------------------

     None of the Company's officers have an employment contract.

Officer and Director Remuneration
---------------------------------

     Mr. Jackson, the Company's current president receives a salary of
$3,000.00 per month and Mr. Labertew does not take a salary.

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares of the Company's
Common Stock, par value $0.001, held by each person who is believed to be the
beneficial owner of 5% or more of the 5,065,592 shares of the Company's common
stock outstanding at April 6, 2001, based on the Company's transfer agent's
list, representations and affidavits from shareholders and beneficial
shareholder lists provided by the Depository Trust and securities broker
dealers, and the names and number of shares held by each of the Company's
officers and directors and by all officers and directors as a group.

Title of   Name and Address          Amount and Nature of            Percent
Class      Of Beneficial Owner       Beneficial Ownership            of Class
--------   -------------------      ---------------------            --------
Common     Rodaric Group, LLC (1)      1,081,043                      21.34%
           712 Arrowhead Lane
           Murray, Utah  84107

Common     Lee Jackson    (1)          1,089,615                      21.51
           712 Arrowhead Lane
           Murray, Utah 84107

Common     Frank Gillen                  553,012                      10.92
           175 South Main, Ste. 1240
           Salt Lake City, Utah 84111

Common     Mark Peterson                  335,960                      6.63
           1247 Moyle Drive
           Alpine, Utah 84004

Common     Byron Barkley                  326,000                      6.64
           5600 South Holladay Blvd.
           Salt Lake City, Utah 84121

<PAGE>
<PAGE> 13

Officers, Directors and Nominees

Common     Lee Jackson, Director         1,089,615                      -0-
Common     Michael Labertew (3)             -0-                         -0-
           Secretary/Treasurer, Director

All Officers, Directors, and
 Nominees as a Group (2 Persons)         1,081,043                     11.86
--------------------------------
(1) Rodaric Group, LLC is controlled by Lee Jackson.  The 1,089,615 shares
listed for Mr. Jackson include the 1,081,043 shares held by the Rodaric Group,
LLC.  Mr. Jackson also has 50,000 options to purchase  a like number of shares
of Common Stock at an exercise price of $0.25 per share.
(2) Mr. Peterson shares are owned beneficially based on his relationship to
Banyon Investment Company which owns 126,960, September Corporation Pension
Fund which owns 50,000 and Blawkhawk Properties which owns 159,000.
(3) Mr. Labertew owns no shares of common stock but has an option to purchase
50,000 shares of common stock at $0.25 per share.

         ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During 1998, Lee Jackson, the Company's president loaned the Company
20,000 receiving a promissory note and for $5,000 at 10% interest due on June
1, 1999 and a promissory note for $15,000 which contains an option to convert
shares of Common Stock at the rate of $0.40 per share.

     During December 1999, the Company converted $245,000 in debt to 982,000
shares of common stock of the Company.  The note were held by officers and
major shareholders of the Company who previously loaned the Company money to
complete some exploration work.

    During 2000, the Company issued 94,400 shares of common stock to Lee
Jackson in relation to funds advanced to the Company.  These shares were on
the same terms as shares sold to other shareholders.

             ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)(1)FINANCIAL STATEMENTS.  The following financial statements are included
in this report:

Title of Document                                              Page
-----------------                                              ----

  Independent Auditor's' Report                                F-1
  Consolidated Balance Sheet, December 31, 2000                F-2
  Consolidated Statements of Operations, for
     the years ended December 31, 2000 and 1999                F-3
  Consolidated Statement of Stockholders' Equity,
     from December 31, 1997 through December 31, 2000          F-4
  Consolidated Statements of Cash Flows, for
      the years ended December 31, 2000 and 1999               F-5-6
  Notes to Consolidated Financial Statements                   F-7-24

 (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:

     None.

<PAGE>
<PAGE> 14

 (a)(3)EXHIBITS.  The following exhibits are included as part of this report:

              SEC
Exhibit     Reference
Number       Number     Title of Document           Location
-------     ---------   -----------------           -------------
Item 2      Plan of acquisition, reorganization
------      -----------------------------------
 2.01          2        Agreement and Plan of
                          Reorganization-Lifesmart    This Filing

Item 3      Articles of Incorporation and Bylaws
------      ------------------------------------
 3.01           3       Articles of Incorporated      Incorporation
                                                      by reference*

 3.02           3       Bylaws                        Incorporated
                                                      by reference*

Item 4      Instruments Defining the Rights of Security Holders
------     ---------------------------------------------------
 4.01           4       Specimen Stock Certificate    Incorporated
                                                      by reference*

*  Incorporated by reference from the Company's registration statement on form
10-SB filed with the Commission, SEC file no. 0-22497.


                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

                                Upland Energy Corporation

Date: April 16, 2001            By /s/Lee Jackson, President and Director
                                      (Principal Executive Officer)


<PAGE>
<PAGE> 15
















                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                     CONSOLIDATED FINANCIAL STATEMENTS

                             DECEMBER 31, 2000





         
<PAGE>
<PAGE> 16

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                                 CONTENTS


                                                          PAGE

          -  Independent Auditor's' Report                       F-1


          -  Consolidated Balance Sheet, December 31,
               2000                                              F-2


          -  Consolidated Statements of Operations, for
               the years ended December 31, 2000 and 1999        F-3


          -  Consolidated Statement of Stockholders' Equity,
               from December 31, 1997 through December 31,
               2000                                              F-4


          -  Consolidated Statements of Cash Flows, for
               the years ended December 31, 2000 and
               1999                                              F-5-6


          -  Notes to Consolidated Financial Statements          F-7-16


          -  Unaudited Supplemental Oil and Gas Information      F-17-24


<PAGE>
<PAGE> F-1


                       INDEPENDENT AUDITOR'S REPORT



Board of Directors
UPLAND ENERGY CORPORATION AND SUBSIDIARY
Salt Lake City, Utah


We have audited the consolidated balance sheet of Upland Energy Corporation
and  Subsidiary  as  of  December 31, 2000, and  the  related  consolidated
statements of operations, stockholders' equity and cash flows for the years
ended  December  31,  2000 and 1999.  These financial  statements  are  the
responsibility  of  the  Company's management.  Our  responsibility  is  to
express an opinion on these financial statements based on our audits.

We  conducted  our  audits in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the  audit  to
obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An audit includes examining, on a test  basis,
evidence   supporting  the  amounts  and  disclosures  in   the   financial
statements.   An  audit  also includes assessing the accounting  principles
used  and  significant estimates made by management, as well as  evaluating
the  overall financial statement presentation.  We believe that our  audits
provide a reasonable basis for our opinion.

In  our opinion, the financial statements audited by us present fairly,  in
all material respects, the consolidated financial position of Upland Energy
Corporation  and  Subsidiary as of December 31, 2000, and the  consolidated
results of their operations and their consolidated cash flows for the years
ended  December  31,  2000 and 1999, in conformity with generally  accepted
accounting principles.

The  accompanying  financial  statements have been  prepared  assuming  the
Company  will  continue as a going concern.  As discussed in Note  12,  the
Company has experienced continuing operating losses the past few years  and
may  not  have  adequate working capital to sustain its operations.   These
factors  raise  substantial  doubt about the  ability  of  the  Company  to
continue  as  a  going concern.  Management's plans with regards  to  these
matters  are  also described in Note 12.  The financial statements  do  not
include  any  adjustments  that might result  from  the  outcome  of  these
uncertainties.

The  ultimate  realization  of the Company's  investment  in  oil  and  gas
properties is dependent upon the Company being able to economically recover
and  sell  its oil and gas reserves and to be able to fund the  maintenance
and  operations of its wells.  Further, the Company's estimates of oil  and
gas reserves were produced internally by management and others who were not
independent with respect to the Company.  The financial statements  do  not
include  any adjustments related to the uncertainty that the Company  might
not recover its estimated reserves.




/S/PRITCHETT, SILER & HARDY, P.C.
PRITCHETT, SILER & HARDY, P.C.
February 22, 2001
Salt Lake City, Utah

<PAGE>
<PAGE> F-2


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                        CONSOLIDATED BALANCE SHEET

                                  ASSETS

                                                December 31,
                                                    2000
                                               -------------
CURRENT ASSETS:
  Cash                                          $     37,684
  Oil revenue receivable                              14,977
                                               -------------
          Total Current Assets                        52,661

PROPERTY AND EQUIPMENT, net                            2,057

OIL AND GAS PROPERTIES, net                          364,480
                                               -------------
                                                $    419,198
                                             ---------------

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                    34,601
  Other accrued liabilities                            6,400
                                               -------------
         Total Current Liabilities                    41,001

STOCKHOLDERS' EQUITY:
  Common stock; $.001 par value, 50,000,000
    shares authorized, 4,993,592 shares issued
    and outstanding                                    4,994
  Capital in excess of par value                   2,511,869
  Retained (deficit)                              (2,138,666)
                                               --------------
          Total Stockholders' Equity                 378,197
                                               --------------
                                                $    419,198
                                               --------------




















The accompanying notes are an integral part of this consolidated financial
                                statement.

<PAGE>
<PAGE> F-3


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF OPERATIONS


                                      For the Years Ended
                                          December 31,
                                    ------------------------
                                        2000         1999
                                    -----------  -----------
REVENUE:
 Oil sales                           $  255,743   $  198,540
                                    -----------  -----------
          Total Revenue                 255,743      198,540
                                    -----------  -----------

EXPENSES:
  Production expense                    127,886       93,125
  Depreciation, depletion and
    amortization                         31,049       44,853
  Dryhole, unsuccessful recompilations
    and exploration costs                     -      100,000
  General and administrative costs      138,826      175,832
                                    -----------  -----------
          Total Expenses                297,761      413,810
                                    -----------  -----------
LOSS FROM OPERATIONS                   (42,018)     (215,270)
                                    -----------  -----------

OTHER INCOME (EXPENSE):
  Interest Income                             -        2,170
  Interest Expense                            -      (24,136)
  Loss on disposition of assets               -     (477,079)
                                    -----------  -----------
          Total Other Income
           (Expense)                          -     (499,045)
                                    -----------  -----------

LOSS BEFORE INCOME TAXES                (42,018)    (714,315)

CURRENT TAX EXPENSE                           -            -

DEFERRED TAX EXPENSE                          -            -
                                    -----------  -----------
NET LOSS                             $  (42,018)  $ (714,315)
                                    -----------  -----------

LOSS PER COMMON SHARE                $     (.01)  $     (.20)
                                    -----------  -----------










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


<PAGE>
<PAGE> F-4


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                      FROM DECEMBER 31, 1997 THROUGH

                             DECEMBER 31, 2000


                              Common Stock       Capital in  Retained
                          ---------------------  Excess of   Earnings
                            Shares     Amount    Par Value   (Deficit)
                          ---------- ----------  ----------- ------------
BALANCE, December 31, 1997 3,695,378      3,695   2,337,335    (815,165)

Cancellation of 133,186
  shares of common stock,
  May 1999, fair market
  value was at $1.12 per
  share, for cancellation
  of note receivable from
  the former President of
  the Company               (133,186)      (133)   (149,035)          -

Net loss for the year ended
  December 31, 1998                -          -           -    (567,168)
                          ---------- ----------  ----------- ------------
BALANCE, December 31, 1998 3,562,192      3,562   2,188,300  (1,382,333)

Issuance of 982,000 shares
  of common stock in payment
  of note payable at $.25
  per share, December 1999   982,000        982     244,518           -

Return of 45,000 shares of
  common stock  for
  cancellation December 1999 (45,000)       (45)         45           -

Net Loss for the year
  ended December 31, 1999          -          -           -    (714,315)
                          ---------- ----------  ----------- ------------
BALANCE, December 31, 1999 4,499,192      4,499   2,432,863  (2,096,648)

Issuance of 400,000 shares
  of common stock of $50,000
  for cash , or $.125 per
  share,May 2000             400,000        400      49,600          -

Issuance of 94,400 shares
  of common stock for debt
  relief of $29,500, or
  $.3125 per share
  July 2000                   94,400         95      29,406          -

Net Loss for the year
  ended December 31, 2000          -          -           -    (42,018)
                          ---------- ----------  ----------- ------------
BALANCE, December 31, 2000 4,993,592 $    4,994  $2,511,869 $(2,138,666)
                          ---------- ----------  ----------- ------------

The accompanying notes are an integral part of this consolidated financial
                                statement.

<PAGE>
<PAGE> F-5

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                      Net Increase (Decrease) in Cash

                                           For the Years Ended
                                               December 31,
                                        -------------------------
                                           2000          1999
                                        -----------   -----------
Cash Flows from Operating Activities:
  Net loss                               $ (42,018)    $ (714,315)
                                        -----------   ------------
  Adjustments to reconcile net income
   (loss) to net cash used in operating
   activities:
   Depreciation, depletion and
    amortization                             32,282        44,297
   Loss from discontinued oeprations              -       489,006
   Non-cash expenses                          6,300       115,931
   Change in assets and liabilities:
     Decrease in deposits                         -        10,000
     (Increase) decrease in oil revenue
       receivable                               (99)       (8,908)
     (Increase) in advance receivable -
       related party                              -        10,396
     (Increase) decrease in prepaid assets        -       225,000
     Increase in accounts payable -
       related party                              -             -
     Increase (decrease) in accounts
       payable                               29,613      (100,978)
     (Decrease) in other accrued
       liabilities                           (6,200)       36,000
                                        -----------   -----------
      Net Cash (Used) by Operating
       Activities                            19,878       106,429
                                        -----------   -----------
Cash Flows from Investing Activities:
  Purchase of equipment                        (377)            -
  Proceeds from sale of equipment                 -        25,000
  Purchase of oil and gas properties        (50,000)     (158,136)
  Receipts on notes receivable                    -        40,000
                                        -----------   -----------
      Net Cash (Used) by Investing
       Activities                           (50,377)      (93,136)
                                        -----------   -----------
Cash Flows from Financing Activities:
  Proceeds from sale of common stock         50,000             -
                                        -----------   -----------
      Net Cash Provided by Financing
       Activities                            50,000             -
                                        -----------   -----------
Net Increase (Decrease) in Cash              19,501        13,293

Cash at Beginning of Year                    18,183         4,890
                                        -----------   -----------
Cash at End of Year                      $   37,684    $   18,183
                                        -----------   -----------







<PAGE> F-6


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                        Increase (Decrease) in Cash

                                [CONTINUED]
                                           For the Years Ended
                                               December 31,
                                        ------------------------
                                             2000         1999
                                        -----------   -----------
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the year for
  Interest                              $        -    $    24,135
  Income taxes                          $        -    $         -

Supplemental Disclosure of Noncash Investing and Financing Activities:
  For the year ended December 31, 2000:
   The  Company  issued 94,400 shares of common stock for debt  forgiveness
   from  an officer of the Company in the amount of $29,500, or $.3125  per
   share.

  For the year ended December 31, 1999:
  The  Company  issued  982,000  shares of common  stock  to  retire  notes
  payable at $.25 per share.

  A  shareholder of the Company returned 45,000 shares of common  stock  of
  the Company for cancellation as a
  capital contribution.

  Notes  Receivables in the amount of $24,529 was written off as  bad  debt
  expense and $69,401 was netted
  against accounts payable owing for legal fees.























The accompanying notes are an integral part of these consolidated financial
                                 statements.
<PAGE>
<PAGE> F-7



                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization  -  Upland  Energy Corporation ["PARENT"]  was  incorporated
  under  the  laws  of  the State of Utah on January  30,  1986  as  Upland
  Investment  Corporation.  Parent  changed  its  name  to  Upland   Energy
  Corporation  during November 1993.  G. S. & C., Inc. ["SUBSIDIARY"],  was
  incorporated under the laws of the State of Nevada on September  1,  1993
  and  is engaged in the development, production and selling of oil and gas
  in the State of Kansas.

  During  November  1993,  PARENT  acquired  SUBSIDIARY  in  a  transaction
  accounted for as a recapitalization of subsidiary in a manner similar  to
  a  reverse purchase.  Accordingly, Subsidiary is treated as the purchaser
  entity in the transaction.

  Principles  of  Consolidation  -  The consolidated  financial  statements
  include  the  accounts  of  the Company and its wholly-owned  subsidiary.
  All  significant  intercompany  transactions  have  been  eliminated   in
  consolidation.

  Property  and  Equipment - Property and equipment  are  stated  at  cost.
  Expenditures  for major renewals and betterments that extend  the  useful
  lives  of  property and equipment are capitalized, upon being  placed  in
  service.   Expenditures  for  maintenance  and  repairs  are  charged  to
  expense  as  incurred.  Depreciation is computed using the  straight-line
  method  for  financial reporting purposes, with accelerated methods  used
  for  income  tax  purposes.  The estimated useful lives of  property  and
  equipment  for purposes of financial reporting range from five  to  seven
  years.

  Oil  and Gas Properties - The Company uses the successful efforts  method
  of  accounting for oil and gas producing activities.  Under that  method,
  costs are accounted for as follows:

     a. Geological   and  geophysical  costs  and  costs  of  carrying   and
       retaining   undeveloped  properties  are  charged  to   expense   as
       incurred.

     b. Costs   of   drilling   exploratory   wells   and   exploratory-type
       stratigraphic  test  wells  that do not  find  proved  reserves  are
       charged to expense when the wells do not find proved reserves.

     c. Costs  of acquiring properties, costs of drilling development  wells
       and   development-type  stratigraphic  test  wells,  and  costs   of
       drilling   successful   exploratory   wells   and   exploratory-type
       stratigraphic test wells are capitalized.

     d. The  capitalized costs of wells and related equipment are  amortized
       over  the  life  of proved developed reserves that can  be  produced
       from   assets  represented  by  those  capitalized  costs.   Mineral
       acquisition  costs (leasehold) are amortized as the proved  reserves
       are produced.

     e. Costs  of unproved properties are assessed periodically, and a  loss
       is recognized if the properties are impaired.

  Revenue  Recognition  - The Company's revenue is generated  primarily  by
  the  production and sale of oil and gas.  Revenue from oil and gas  sales
  is recognized when the product is transferred to the purchaser.
<PAGE>
<PAGE> F-8


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Stocked  Based  Compensation - The Company accounts for its  stock  based
  compensation  in  accordance  with  Statement  of  financial   Accounting
  Standard  123 "Accounting for Stock-Based Compensation".  This  statement
  establishes  an  accounting method based on  the  fair  value  of  equity
  instruments  awarded  to employees as compensation.   However,  companies
  are  permitted to continue applying previous accounting standards in  the
  determination  of  net  income  with  disclosure  in  the  notes  to  the
  financial  statements  of  the  differences between  previous  accounting
  measurements  and those formulated by the new accounting  standard.   The
  Company  has  adopted the disclosure only provisions  of  SFAS  No.  123,
  accordingly,  the  Company  has elected to  determine  net  income  using
  previous accounting standards.

  Earnings (Loss) Per Share - The Company accounts for earnings (loss)  per
  share  in  accordance  with Statement of Financial  Accounting  Standards
  (SFAS)  No.  128  "Earnings Per Share," which  requires  the  Company  to
  present basic earnings per share and dilutive earning per share when  the
  effect  is  dilutive.  The computation of earnings (loss)  per  share  is
  based  on  the weighted average number of shares outstanding  during  the
  period presented [See Note 6].

  Cash  and  Cash  Equivalents - For purposes of  the  statements  of  cash
  flows,   the   Company  considers  all  highly  liquid  debt  investments
  purchased  with  a  maturity  of  three  months  or  less  to   be   cash
  equivalents.

  Income  Taxes - The Company accounts for income taxes in accordance  with
  Statement  of  Financial Accounting Standards No.  109,  "Accounting  for
  Income  Taxes."  This statement requires an asset and liability  approach
  for accounting for income taxes [See Note 7].

  Dividend Policy - The Company has not paid any dividends on common  stock
  to  date and does not anticipate paying dividends on common stock in  the
  foreseeable future.

  Accounting  Estimates  - The preparation of the financial  statements  in
  conformity   with  generally  accepted  accounting  principles   requires
  management  to  make estimates and assumptions that affect  the  reported
  amounts  of assets and liabilities, the disclosures of contingent  assets
  and  liabilities at the date of the financial statements and the reported
  amount  of  revenues  and  expenses during the reporting  period.  Actual
  results could differ from those estimated.

  Recently   Enacted   Accounting  Standards  -  Statement   of   Financial
  Accounting Standards (SFAS) No. 136, "Transfers of Assets to  a  not  for
  profit   organization   or  charitable  trust  that   raises   or   holds
  contributions  for  others",  SFAS No. 137,  "Accounting  for  Derivative
  Instruments  and Hedging Activities - deferral of the effective  date  of
  FASB  Statement No. 133 (an amendment of FASB Statement No. 133.),", SFAS
  No.  138  "Accounting  for  Certain Derivative  Instruments  and  Certain
  Hedging  Activities  -  and Amendment of SFAS No.  133",  SFAS  No.  139,
  "Recission  of SFAS No. 53 and Amendment to SFAS No 63, 89 and  21",  and
  SFAS  No. 140, "Accounting to Transfer and Servicing of Financial  Assets
  and  Extinguishment of Liabilities", were recently issued SFAS  No.  136,
  137,  138,  139 and 140 have no current applicability to the  Company  or
  their   effect   on  the  financial  statements  would  not   have   been
  significant.
<PAGE> F-9


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 -  DISCONTINUED OPERATIONS - SUBSIDIARY

  On  August  5, 1999, G. S. & C., Inc. ("Subsidiary") sold all of its  oil
  and  gas  properties for $25,000 cash, assumption of $32,552 of  accounts
  payable  and assumption of a $10,000 note payable.  The sale resulted  in
  the  Subsidiary  becoming  inactive  (no  on-going  operations).   On   a
  consolidated  basis the Company is still operating in  the  Oil  and  Gas
  Production  Industry  and  accordingly  the  sale  is  not  considered  a
  discontinued operation for purposes of consolidated reporting.

NOTE 3 - PROPERTY AND EQUIPMENT

  The  following  is a summary of property and equipment -  at  cost,  less
  accumulated depreciation as of December 31:

                                          2000
                                      -----------
    Furniture and office equipment     $    6,428
    Vehicle
    Less:  accumulated depreciation        (4,371)
                                      -----------
         Total                         $    2,057
                                      -----------

  Depreciation expense charged to operations was $1,232 and $1,716 for  the
  years ended December 31, 2000 and 1999.

NOTE 4 - OIL AND GAS PROPERTIES

  Upon placing oil and gas properties and production equipment in use,  the
  unit-of-production method, based upon estimates of proven  developed  and
  undeveloped  reserves,  is used in the computation  of  depreciation  and
  depletion.   For the year ended December 31, 2000 and 1999,  the  Company
  recorded depletion of $31,051 and $42,581, respectively.

  The  estimates of oil and gas reserves used by the Company were  produced
  internally  by  management  and  others who  were  not  independent  with
  respect  to the Company (who subsequently are no longer employed  by  the
  Company).   The Company has experienced continuing operating  losses  the
  past few years and has experienced some cash flow shortages.  Due to  the
  cash  shortages, management has not hired an independent reserve engineer
  to  update  its  reserve information. Management in  the  past  has  also
  depended  on  related  parties  and  others  to  provide  financing  plus
  additional capital through sale of its common stock.

  The  ultimate  realization of the Company's investment  in  oil  and  gas
  properties  is  dependent  upon the Company being  able  to  economically
  recover  and sell a minimum quantity of its oil and gas reserves  and  to
  be  able  to  fund  the maintenance and operations  of  its  wells.   The
  financial  statements  do  not include any  adjustments  related  to  the
  uncertainty that the Company might not recover its estimated reserves.

<PAGE>
<PAGE> F-10


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - OIL AND GAS PROPERTIES [Continued]

  Hittle  Project  -  During  1999,  the Company  applied  its  deposit  of
  $225,000  and  drilled two additional wells on the Hittle  Field.   These
  wells  have  been completed for production, one well was a dry  hole  and
  the Company has planned to use it as a disposal well.

  During   1998  and  1997,  the  Company  capitalized  $0  and   $558,861,
  respectively,  in  oil  and gas properties for the  Hittle  field.   This
  included  initial investments into several new leases as well as drilling
  costs.   During September 1997, the Company began producing on the Hittle
  field.   During April 1997, the Company entered into seven  oil  and  gas
  leases  for a total of 880 acres on the Hittle field, located  in  Cowley
  County,  Kansas.  The lease agreements provide for the Company  to  lease
  the  property  for a term of two or three years ["PRIMARY TERM"]  and  as
  long  thereafter  as oil, liquid hydrocarbons, gas, or  their  respective
  constituent products, are produced.  If operations for drilling  are  not
  commenced  on or before one year from the date of each lease, each  lease
  shall  terminate.   If however, on or before one year from  the  date  of
  each  lease,  the  Company pays an additional rental for  each  lease  of
  $5.00  or $1.00 per acre depending on lease ($4,040 total for renewal  of
  all  seven  leases),  the  Company  may defer  commencement  of  drilling
  operations for an additional period of 12 months.

  In  like manner and upon payments of $5.00 or $1.00 per acre depending on
  lease,  the  commencement of drilling operations may be further  deferred
  (without cancellation of lease) for additional periods of 12 months  each
  per  lease  during the PRIMARY TERM.  Upon production, a royalty  fee  of
  12.5%,  15.6%,  or  18.8%,  of total sellable production  is  payable  to
  property  owner.  The Company paid the $5.00 rental per acre  on  all  of
  these leases and deferred commencement of drilling.

  Discontinued Operations of Subsidiary - On August  5, 1999, G. S.  &  C.,
  Inc.  ("Subsidiary") sold all of its oil and gas properties  for  $25,000
  cash,  assumption  of  $32,552 of accounts payable and  assumption  of  a
  $10,000  note payable.  The assets sold consisted primarily of  the  well
  equipment and leases in the McLouth field.

NOTE 5 - COMMON STOCK TRANSACTIONS

  In  August  2000,  the Company issued 94,400 shares of common  stock  for
  debt  relief from an officer of the Company.  Debt relief of  $29,500  or
  $.3125 per share was received.

  During  May 2000, the Company issued 400,000 shares of common  stock  for
  cash of $50,000 or $.125 per share.

  During  November through December 1998, the Company raised an  additional
  $245,000  in  financing  by  issuing convertible  promissory  notes  with
  redeemable  warrants in units of $5,000 each.  Each unit consisted  of  a
  convertible  promissory note for $5,000 and 5,000 redeemable warrants  to
  purchase  the Company's common stock at $.875 per share.  The convertible
  promissory  notes have a maturity of one year, bear interest at  12%  per
  annum,  and  are secured by the oil production from the Company's  Hittle
  Field  in Central Kansas.  The promissory notes are convertible into  the
  Company's common stock, at the holder's option, at the rate of one  share
  for  each  $1.50  of  principal and accrued  but  unpaid  interest.   The
  warrants  are  exercisable for two years from the date of exercising  the

<PAGE>
<PAGE> F-11

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS [Continued]

  conversion  feature of the promissory note.  Each warrant  is  redeemable
  at  the  redemption  price of $.10 per warrant on the  company's  30  day
  written  notice  to the holders if the closing bid price for  the  Common
  Stock,  as  reported  on the National Associations of Securities  Dealers
  Electronic  Bulletin  Board,  is   $1.50  per  share  or  more  for   ten
  consecutive  trading days or is $1.50 per share or more  for  15  trading
  days  in  any  30  trading day period.  During 1999 these  notes  payable
  totaling  $245,000  were  converted to 982,000 shares  of  common  stock,
  valued at $.25 per share.

  On  December 16, 1996 the Board of Directors resolved that 60,000  shares
  of  common  stock  be  reserved for issuance  upon  exercise  of  options
  granted  to legal counsel for services to be performed in the  amount  of
  $25,000.   The exercise price for the options is $2.00, the options  vest
  on  December 16, 1996, and the options expire on December 16, 2001.   The
  cost  of  the  legal services has been accounted for as  an  addition  to
  prepaid  expenses  and  a  charge  to additional  paid-in  capital.   The
  prepaid  expense  reversed during 1997 and was offset against  additional
  paid-in  capital as a stock offering expense.  The options had previously
  been  granted during 1996 in connection with services to be performed  in
  1997.   The  Company  received cash of $10,000 and two  notes  receivable
  totaling  $110,000 (a $90,000 note and a $20,000 note)  as  consideration
  for  the  exercise price of the options.  Both notes provide for interest
  at  8.5% per annum and are to be repaid in full on or before January  17,
  2001.   During  1998 the $90,000 was expensed against  legal  fees.   The
  remaining $6,300 was expensed against legal fees in 2000.

  Private Offering - During August 1996, the Company issued 500,000  units,
  for  cash at $.70 per unit, which consisted of one share of common  stock
  and  one  common stock purchase warrant in a private placement  offering.
  The  purchase  warrant  allows the holder to purchase  another  share  of
  common  stock at an exercise price of $1.50.  Total proceeds amounted  to
  $350,000.   The Company issued 50,000 units of common stock and  warrants
  for  commissions  of  $35,000 in connection with  the  private  placement
  offering.   During February, 1997, the Company made an  offering  to  the
  holders  of  the  Company's currently outstanding common  stock  purchase
  warrants  who exercised their existing warrants by February 21, 1997,  to
  receive  one  new  common stock purchase warrant  (exercisable  into  one
  share  of common stock at an exercise price of $2.00 per share) for every
  two  existing warrants exercised.  The Company believes the offering  was
  exempt  from  registration with the Securities  and  Exchange  Commission
  under  Rule  506 of Regulation D as promulgated under the Securities  Act
  of  1933,  as amended.  The existing warrants were exercisable  into  one
  share  of  common stock at an exercise price of $1.50 per share.   During
  February  1997, 500,000 of the existing warrants were exercised  and  the
  Company received total proceeds of $750,000.

  Warrants  -  December  2000, the Company issued 100,000  warrants  to  an
  officer and a consultant, to purchase one share of common stock each  for
  $.25 per share.

  At  December  31, 1999, the Company had 500,000 warrants  outstanding  to
  purchase  common stock at $2.00 per share and 50,000 warrants to purchase
  common  stock  at  $1.50  per share and 245,000 warrants  outstanding  to
  purchase  common stock at $.875 per share.  The warrants all  had  a  two
  year life and expired in December 2000.

<PAGE>
<PAGE> F-12


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS [Continued]

  Stock  Options - The Company applies APB Option No. 25 in accounting  for
  its options granted under the employment agreements.  Compensation of  $0
  and  $0 was recorded in 2000 and 1999 respectively.  The Corporation  has
  adopted   the  disclosure-only  provisions  of  Statement  of   Financial
  Accounting  Standards No. 123, "Accounting for Stock-Based Compensation."
  The  effect  on  net income from the adoption of Statement  of  Financial
  Accounting  Standards No. 123 "Accounting for Stock  Based  Compensation"
  are the same.

  The  fair  value of each option granted is estimated on the date  granted
  using the Black-Scholes option pricing model with the following weighted-
  average assumptions used for grants during the period ended December  31,
  2000  risk-free interest rates of 6.33% expected dividend yields of zero,
  expected life of 5 years, and expected volatility 78%.

  A  summary of the status of the options granted under the Company's stock
  option  plan  at  December  31, 2000 and 1999,  and  changes  during  the
  periods then ended is presented in the table below:

                         Year Ended                 Year Ended
                      December 31, 2000          December 31, 1999
                 -------------------------- -------------------------
                          Weighted Average          Weighted Average
                  Shares   Exercise Price   Shares   Exercise Price
                 --------- ---------------- -------- ----------------
  Outstanding at
    beginning of
    period         155,000  $    1.28        155,000      $ 1.28
  Granted                -         -           -             -
  Exercised              -         -                         -
  Forfeited        155,000       1.28          -             -
  Canceled               -         -           -             -
                 --------- ---------------- -------- ----------------
  Outstanding at
   end of Period         -         -        155,000  $     1.28
                 --------- ---------------- -------- ----------------
  Weighted average
    fair value
    of options
    granted              -         -         155,000 $     1.28
                 --------- ---------------- -------- ----------------


  The  Company accounts for options agreements under Accounting  Principles
  Board  Opinion  No. 25, "Accounting for Stock Issued to  Employees",  and
  related  interpretations.  Had compensation cost for these  options  been
  determined,  based on the fair value at the grant dates for awards  under

<PAGE>
<PAGE> F-13



                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS [Continued]

  these  agreements, consistent with the method prescribed by Statement  of
  Financial  Accounting  Standards  No. 123,  "Accounting  for  Stock-Based
  Compensation",  the  Company's  net loss would  have  been  the  proforma
  amounts as indicated below:

                                For the Years Ended
                                    December 31,
                             -----------------------
                                2000           1999
                             ------------ ---------------
     Net Loss applicable to
       common stockholders

               As  reported  $    (42,018) $     (714,315)
                   Proforma  $    (42,018) $     (714,315)

     Earnings per Share
               As reported   $       (.01) $         (.20)
               Proforma      $       (.01) $         (.20)



NOTE 6 - EARNINGS (LOSS) PER SHARE

  The  following  data show the amounts used in computing  earnings  (loss)
  per  share  and the effect on income and the weighted average  number  of
  shares  of  dilutive potential common stock for the years ended  December
  31, 2000 and 1999:

                                       For The Years Ended
                                           December 31,
                                   -------------------------
                                      2000          1999
                                   ------------ -------------
  Income (loss) from continuing
     operations available
     to common stockholders
     used in earnings (loss)
     per share                     $    (42,018)$   (714,315)
                                   ------------ -------------
  Weighted average number of
     common shares used in
     earnings (loss) per share
     outstanding during the period    4,791,616     3,578,272
                                   ------------ -------------

  Dilutive  earnings per share was not presented, as its effect  was  anti-
  dilutive for the years ended December 31, 2000 and 1999.


<PAGE>
<PAGE> F-14


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES

  The  Company  accounts for income taxes in accordance with  Statement  of
  Financial Accounting Standards No. 109 Accounting for Income Taxes  [FASB
  109].   FASB 109 requires the Company to provide a net deferred tax asset
  or  liability  equal  to the expected future tax benefit  or  expense  of
  temporary reporting differences between book and tax accounting  and  any
  available  operating loss or tax credit carryforwards.  At  December  31,
  2000  and  1999,  the total of all deferred tax assets was  $957,109  and
  $951,076  and the total of the deferred tax liabilities was $115,261  and
  $101,929.   The  amount of and ultimate realization of the benefits  from
  the  deferred tax assets for income tax purposes is dependent,  in  part,
  upon  the  tax  laws then in effect, the Company's future  earnings,  and
  other   future   events,  the  effects  of  which  cannot  presently   be
  determined.   Because of the uncertainty surrounding the  realization  of
  the  deferred  tax  assets,  the  Company  has  established  a  valuation
  allowance  of  $841,848 and $849,147 as of December 31,  2000  and  1999,
  which  has been offset against the deferred tax assets.  The net increase
  (decrease)  in  the valuation allowance during the years  ended  December
  31,  2000  and  1999  amounted to approximately  $(7,299)  and  $263,428,
  respectively.

  As  of December 31, 2000 and 1999, the Company has net tax operating loss
  [NOL]  carryforwards available to offset its future income tax liability.
  The  NOL  carryforwards  have  been used to  offset  deferred  taxes  for
  financial  reporting purposes.  The Company has federal NOL carryforwards
  of  approximately  $2,586,682 that expire in various years  between  2001
  and 2020.

  The  components of income tax expense from continuing operations for  the
  years ended December 31, 2000 and 1999 consist of the following:

                                       December 31,
                                 -----------------------
                                     2000        1999
                                  ----------  ----------
  Current income tax expense:
   Federal                         $       -   $       -
   State                                   -           -
                                  ----------  ----------
    Net current tax expense                -           -
                                  ----------  ----------
  Deferred tax expense (benefit) arising from:

  Excess of tax over financial
    accounting depreciation        $  13,332   $  51,588
  Net operating loss carryforwards   (21,573)   (122,330)
  Accrued compensation                15,540     (15,540)
  Litigation reserve                                   -
  Valuation allowance                 (7,299)     86,282
                                  ----------  ----------
    Net deferred tax expense       $       -   $       -

  Deferred income tax expense results primarily from the reversal of
  temporary timing differences between tax and financial statement income.
 
<PAGE>
<PAGE> F-16


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES [Continued]

  A  reconciliation of income tax expense at the federal statutory rate  to
  income tax expense at the Company's effective rate is as follows:

                                       December 31,
                                 -----------------------
                                     2000        1999
                                  ----------  ----------
  Computed tax at the expected
    federal statutory rate        $  (14,286) $  (76,605)
  Other                                  419      (2,918)
  State income taxes, net of
    federal income tax benefits       (1,261)     (6,759)
  Net operating loss                  22,427           -
  Valuation allowance                 (7,299)     86,282
                                  ----------  ----------
  Computed tax at the effective
   income tax rates               $        -  $        -
                                  ----------  ----------

  The  temporary  differences and carryforwards gave rise to the  following
  deferred tax asset (liability) at December 31, 2000 and 1999:

                                     2000        1999
                                  ----------  ----------
  Excess of tax over book
    accounting depreciation         (115,261)   (101,929)
  Accrued compensation                     -      15,540
  Contribution carryover                  37          37
  NOL carryforwards                  957,072     935,499

  As  of  December 31, 2000 and 1999, the deferred taxes reflected  in  the
  consolidated balance sheet are as follows:
                                     2000        1999
                                  ----------  ----------
  Short term asset (liability)    $        -  $        -
  Long term asset (liability)     $        -  $        -

NOTE 8 - RELATED PARTY TRANSACTIONS

  Office  Space - The Company has not had a need to rent office space.   An
  office/shareholder  of the Company is allowing the  Company  to  use  his
  home  as a mailing address. The cost is minimal and had not been recorded
  as an expense of the Company.

NOTE 9 - CONTINGENCIES

  Realization  of Wells - The Company has depended on related  parties  and
  others to provide financing through loans and additional purchase of  its
  common  stock.   The ultimate realization of the Company's investment  in
  oil  and  gas  properties is dependent upon the  Company  being  able  to
  economically  recover and sell a minimum quantity  of  its  oil  and  gas
  reserves  and  to be able to fund the maintenance and operations  of  its
  wells.   The financial statements do not include any adjustments  related
  to  the  uncertainty  that the Company might not  recover  its  estimated
  reserves.

<PAGE>
<PAGE> F-17

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - COMMITMENTS AND AGREEMENTS

  Consulting  Agreement - During July 2000 the Company entered into  a  six
  month  consulting  agreement  with a stockholder  to  provide  consulting
  services regarding development of new business opportunities.  Under  the
  agreement  the consultant is to be paid $3,000 per month.  At the  option
  of  the consultant this fee can be paid in cash or in common stock  based
  on  the market price as of July 1, 2000 which was $.3125.  As of December
  31, 2000, the Company had accrued $18,000 in unpaid consulting fees.   In
  February  2001,  the  Company issued 72,000 shares  of  common  stock  to
  satisfy this debt.

  Employment Agreements - During November 1998 the company entered  into  a
  one-year  employment  agreement with the Company's  new  president.   The
  terms  of  the agreement include a base salary of $3,000 per  month  that
  can  be  paid  in  cash  or  converted to stock  at  market  value.   The
  president has been continuing on a month to month basis.

  Operating  Agreement  -  During December 1998,  the  Company  hired  Pace
  Exploration to handle all of the Company's operation and drilling on  the
  Hittle  Field.   Under  the  terms  of the  Agreement,  Pace  Exploration
  received a twenty percent working interest in the Hittle Field.

NOTE 11 - CONCENTRATION OF CREDIT RISKS

  The  Company  sells  substantially all  of  its  oil  production  to  one
  purchaser because it is able to negotiate more favorable terms  with  the
  purchaser.   If the purchasers stopped buying products from the  Company,
  the  Company would be forced to contract with other purchasers  available
  in  the  areas  where  the oil is produced.  The effect  of  a  purchaser
  pulling  out would at least put a temporary downward pressure  on  prices
  in  the area but it is not currently possible for the Company to estimate
  how  the Company would be affected.  Management believes that its oil  is
  a  commodity that is readily marketable and that the marketing method  it
  follows is typical of similar companies in the industry.

NOTE 12 - GOING CONCERN

  The  accompanying financial statements have been prepared  in  conformity
  with   generally   accepted  accounting  principles   which   contemplate
  continuation  of  the Company as a going concern.  However,  the  Company
  has  incurred significant operating losses the past few years.   Further,
  the  Company  has  current liabilities in excess  of  current  assets  at
  December  31,  2000.   These factors raise substantial  doubt  about  the
  ability  of the Company to continue as a going concern.  In this  regard,
  management  is proposing to raise additional funds through  loans  and/or
  through  additional  sales  of  its common  stock  and/or  sale  of  non-
  profitable  wells which funds will be used to assist in establishing  on-
  going  operations.   There  is no assurance  that  the  Company  will  be
  successful  in  raising this additional capital or  achieving  profitable
  operations.   The  financial statements do not  include  any  adjustments
  that might result from these uncertainties.

<PAGE>
<PAGE> F-18

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - SUBSEQUENT EVENTS

  Stock  Issuance - During February 2000, the Company issued 72,000  shares
  of  common stock for debt relief of $18,000 accrued at December 31, 2000,
  or $4.25 per share.

  Proposed Acquisition - On  March 19, 2001,  the Company  entered into an
  agreement  and plan  of  reorganization with  Lifesmart Nutrition, Inc.
  If completed, Lifesmart  will be the surviving entity.   The closing of
  the agreement is subject to various conditions being met and is expected
  to be completed in May of 2001.  Final consummation of the proposed
  reorganization is not guaranteed.

  Each  Lifesmart  share outstanding on the effective date  of  the  merger
  shall  be  converted  into seven tenths of one Upland  share. A total of
  7,897,785 shares  of  common  stock are estimated   to  be  issued  to
  shareholders  of Lifesmart Nutrition, Inc.

  Prior  to  the closing of this agreement, Upland shall effect a  one-for-
  two reverse stock split.

  As  part  of  the  merger, Upland shall prepare and file  a  registration
  statement   to  spin  off  or  transfer  its  ownership  in  GS&C.    The
  shareholders  of Upland prior to merger, shall receive  a  one  share  of
  GS&C  for  every ten shares held in Upland.  Lifesmart shareholders  will
  receive  one  share  of  GS&C  for  every  one  hundred  shares  held  in
  Lifesmart.   The  oil and gas production properties, equipment,  and  all
  rights  related to the oil and gas production, shall be transferred  from
  Upland  to  GS&C.  If Upland is unable to complete this spin  off  within
  twelve  months of closing, Lee Jackson and Maven Properties,  LLC.  shall
  jointly  have  the right or option, for a period of sixty days  from  the
  end  of  the twelve month period, to buy GS&C along with its oil and  gas
  assets for $100,000.


<PAGE>
<PAGE> F-19

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                         SUPPLEMENTAL INFORMATION

                                [Unaudited]

  OIL AND GAS PRODUCING ACTIVITIES

  Generally  Accepted  Accounting  Principles  require  disclosure,  on  an
  unaudited basis, of reserve and production quantities and changes of  the
  quantities  on  an  annual  basis  as well  as  calculation  of  possible
  impairment and other costs of the properties.

  Oil  and  Gas Reserves - Users of this information should be  aware  that
  the  process  of  estimating  oil  and  gas  reserves  is  very  complex,
  requiring   significant  subjective  decisions  in  the   evaluation   of
  available  geological, engineering, and economic data for each reservoir.
  The  data for a given reservoir may change substantially over time  as  a
  result   of,   among  other  things,  additional  development   activity,
  production  history  and viability of production under  varying  economic
  conditions;   consequently,  material  revisions  to   existing   reserve
  estimates  may occur in the future.  Although every reasonable effort  is
  made  to  ensure that the reserve estimates reported  represent the  most
  accurate   assessment  possible,  the  significance  of  the   subjective
  decisions   required,  and  variances  in  available  data  for   various
  reservoirs  make  these  estimates  generally  less  precise  than  other
  estimates presented in connection with financial statement disclosure.

  Proved  reserves are estimated quantities of natural gas, crude  oil  and
  condensate,  and  natural  gas liquids which geological  and  engineering
  data  demonstrate, with reasonable certainty, to be recoverable in future
  years  from  known  reservoirs  under  existing  economic  and  operating
  conditions.

  Proved developed reserves are proved reserves that can be expected to  be
  recovered  through existing wells with existing equipment  and  operating
  methods.

  The oil and gas reserve information presented in the following tables  as
  of  December  31, 2000, is based upon reports of petroleum engineers  and
  management's  estimate.   The  engineers  and  others  who  assisted  and
  produced  the  reserve reports were not independent with respect  to  the
  Company.   All reserves presented are proved reserves, all of  which  are
  located   within  the  United  States,  and  are  defined  as   estimated
  quantities  which  geological  and  engineering  data  demonstrate   with
  reasonable  certainty  to  be  recoverable in  future  years  from  known
  reservoirs  under  existing  economic  and  operating  conditions.   Such
  reserves  are  estimates  only  and should  not  be  construed  as  exact
  amounts.   The Company does not have proved reserves applicable  to  long
  term supply agreements with foreign governments.


<PAGE>
<PAGE> F-20


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                         SUPPLEMENTAL INFORMATION

                                [Unaudited]

               OIL AND GAS PRODUCING ACTIVITIES [Continued]

                      Changes in Net Proved Reserves

                          [Volumes in Thousands]


                             2000          1999
                      ---------------------------------
                         Oil     Gas    Oil    Gas
                       (MBbls) (MMcf)(MBbls) (MMcf)
                      -------- ------ -------- --------
  Estimated quantity at
    beginning of period    101       -      49       -
  Revisions of previous
   estimates                 -       -       -       -
  Discoveries and
   extensions                -       -      65       -
  Purchase of reserves
   in place                  -       -       -       -
  Production                (9)      -     (13)      -
  Sale/disposal of
   reserves in place         -       -       -       -
                      -------- ------ -------- --------


  Estimated quantity
    at end of period        92       -     101       -
                      -------- ------ -------- --------


  Proved developed reserves:
    Beginning of period    101       -      49       -
    End of period           92       -     101       -
                      -------- ------ -------- --------


  Company's proportional
    interest in reserves
    of investees accounted
    for by the equity
    method - end of year     -       -       -       -
                      -------- ------ -------- --------

  "The  production and sale of a significant portion of the proved reserves
  is  not  guaranteed and is subject to unpredictable economic factors  and
  the  Company being able to maintain a contracted operator to operate  the
  wells  and  maintain purchase agreements with the end purchasers  of  the
  production.   The company could also forfeit its rights to  some  of  its
  reserves if minimum production is not maintained".


<PAGE>
<PAGE> F-21


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                         SUPPLEMENTAL INFORMATION

                                [Unaudited]

               OIL AND GAS PRODUCING ACTIVITIES [Continued]

            Costs Incurred in Oil and Gas Property Acquisition,
                  Exploration and Development Activities


                                            December 31,
                                        --------------------
                                           2000       1999
                                        ---------  ----------
                                       [In Thousand of Dollars]
  Acquisition of properties:
    Undevelopment leases                 $      -   $       -
    Proved producing leases                     -           -
  Exploration costs                             -           -
  Development costs                            50         158
                                        ---------  ----------
  Total Additions to Oil and Gas
    Properties                          $      50  $      158
                                        ---------  ----------
  Company's share of equity method
    investees' costs of property
    acquisition, exploration and
    development costs                   $       -  $        -
                                        ---------  -----------

      Capitalized Costs Relating to Oil and Gas Producing Activities

  Capitalized costs as of the end of the
    period: [In thousands of dollars]
    Proved properties                   $     505  $      455
    Unproved properties                         -           -
                                        ---------  ----------
    Total Capitalized Costs                   505         455
  Less:  accumulated depreciation and
    depletion                                (141)       (110)
                                        ---------  ----------

    Net Capitalized Costs               $     364  $      345
                                        ---------  ----------

  Company's share of equity method
    investees' net capitalized costs    $       -   $       -
                                        ---------  ----------


<PAGE>
<PAGE> F-22



                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                         SUPPLEMENTAL INFORMATION

                                [Unaudited]

               OIL AND GAS PRODUCING ACTIVITIES [Continued]

              Results of Operations for Producing Activities

                                            December 31,
                                        --------------------
                                           2000       1999
                                        ---------  ----------
                                       [In Thousand of Dollars]

  Oil and gas sales                     $     255  $      198
  Production costs                            (73)        (93)
  Exploration costs                             -           -
  Depreciation and depletion                  (31)        (44)
                                        ---------  ----------
  Income (loss) from operations               151          61
  Income tax benefit (expense)                (51)        (21)
                                        ---------  ----------
    Results of Operations from Producing
      Activities [Excluding Corporate Overhead
      and Interest Costs]                     100          40
                                        ---------  ----------
  Company's share of equity method investees'
    results of operations for producing
    activities                                  -           -
                                        ---------  ----------

           Standard Measure of Discounted Future Net Cash Flows
                  Relating to Proved Oil and Gas Reserves

  The  information that follows has been developed pursuant  to  procedures
  prescribed  by  SFAS  No. 69, and utilizes reserve  and  production  data
  estimated  by  management  and  independent  petroleum  engineers.    The
  information  may  be useful for certain comparison purposes,  but  should
  not  be  solely relied upon in evaluating the Company or its performance.
  Moreover,  the projections should not be construed as realistic estimates
  of  future  cash flows, nor should the standardized measure be viewed  as
  representing current value.

  The  future  cash flows are based on sales, prices, costs, and  statutory
  income  tax rates in existence at the dates of the projections.  Material
  revisions  to reserve estimates may occur in the future, development  and
  production  of  the  oil and gas reserves may not occur  in  the  periods
  assumed,  and  actual  prices  realized and  actual  costs  incurred  are
  expected  to  vary  significantly from those used.  Management  does  not
  rely  upon  the  information  that  follows  in  making  investment   and
  operating decisions; rather, those decisions are based upon a wide  range
  of  factors, including estimates of probable reserves as well  as  proved
  reserves,  and different price and cost assumptions than those  reflected
  herein.

<PAGE>
<PAGE> F-23


                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                         SUPPLEMENTAL INFORMATION

                                [Unaudited]

               OIL AND GAS PRODUCING ACTIVITIES [Continued]

           Standard Measure of Discounted Future Net Cash Flows
                  Relating to Proved Oil and Gas Reserves

  The  following  tables set forth the standardized measure  of  discounted
  future  net cash flows from projected production of the Company's  proved
  oil and gas reserves:


                                            December 31,
                                        --------------------
                                           2000       1999
                                        ---------  ----------
                                       [In Thousand of Dollars]

  Future reserves                       $   1,945  $    1,793
  Future production and development
    costs                                     642         666
  Future income tax expenses                  443         383
                                        ---------  ----------

  Future net cash flows                       860         744
  Discount to present value at 10 percent      82          55
                                        --------- -----------

  Standardized measure of discounted
    future net cash flows                $    778  $      689
                                        ---------  ----------

  Company's share of equity method
    investees' standardized measure of
    discounted future net cash flows     $      -  $        -
                                        ----------  ---------

  *  Future net cash flows were computed using year-end prices and costs
  and year-end statutory tax rates that relate to existing proved oil and
  gas reserves in which the Company has general interests.  The Company
  has no long-term supply contracts with governments for which the Company
  serves as the producer of the reserves.


<PAGE>
<PAGE> F-24

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

                         SUPPLEMENTAL INFORMATION

                                [Unaudited]

               OIL AND GAS PRODUCING ACTIVITIES [Continued]

           Standard Measure of Discounted Future Net Cash Flows
                  Relating to Proved Oil and Gas Reserves

  The  following  table sets forth the changes in standardized  measure  of
  discounted future net cash flows:


                                            December 31,
                                        --------------------
                                           2000       1999
                                        ---------  ----------
                                       [In Thousand of Dollars]

  Balance at beginning of period        $     689   $     784
  Sales of oil and gas net of production
    costs                                    (182)       (146)
  Changes in prices and costs                   -           -
  Revision of previous quantity estimates     271          51
  Acquisition of reserves in place              -           -
  Extensions, discoveries and improved
    recoveries, less related costs              -           -
  Development costs incurred
    during the period                           -           -
  Net change in income taxes                    -           -
  Accretion of discount                         -           -
  Other                                         -           -
                                        ---------- ----------
  Balance at End of Period              $     778  $      689
                                        --------- -----------

  The  increase  in previous quantity estimates was a result of  management
  adjusting  their  estimates  of  recoverable  reserves  due  to  economic
  factors and potential development projects.