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   May 31, 2002
                                  ------------

  [ ] 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

              LifeSmart Nutrition Technologies, Inc.
   ___________________________________________________________
   (Name of small business issuer as specified in its charter)


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

        8 East Broadway, Suite 200
        Salt Lake City, Utah                     84111
_______________________________________      ______________
(Address of principal executive offices)        (Zip Code)

                          (801) 596-3222
          _____________________________________________
          Issuer's telephone number, including area code

Securities registered pursuant to section 12(b) of the Exchange Act:


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

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

                  Common stock, par value $0.001
                 ________________________________
                         (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes [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.    [X]

     State issuer's revenues for its most recent fiscal year:  $3,526,367

     State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days:  Based on the average

<PAGE>

of the bid price ($0.15 per share) and the asked price ($0.23) for the
Company's Common Stock on August 28, 2002, of $0.19 per share, and an
estimated 8,354,288 shares held by non-affiliates, the market value of shares
held by non-affiliates was approximately $1,587,315.

     As of August 22, 2002, the Registrant had approximately 15,221,240 shares
of common stock issued and outstanding.

               DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference, briefly
describe them and identify 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 information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933:

NONE

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 revenues and anticipated future operations of the
Company 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
------------------------

     LifeSmart Nutrition Technologies, Inc., a Utah corporation ("LifeSmart"
or 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.  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
at that time.  For financial statement purposes, the acquisition of GSC was
accounted for as a "reverse acquisition" as if GSC had acquired the Company.

     The Company has been engaged in the business of exploring for and
developing oil and gas reserves.  GSC sold certain 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.

                                2
<PAGE>

     In March 2001, the Company entered into an Agreement and Plan of
Reorganization to acquire LifeSmart Nutrition, Inc., a Utah corporation,
engaged in the development and sale of nutraceutical products.  The
acquisition of LifeSmart Nutrition, Inc. was consummated on February 15, 2002.
In connection with the acquisition of LifeSmart Nutrition, Inc., the following
occurred: (a) the Company amended its Articles of Incorporation to change its
name to LifeSmart Nutrition Technologies, Inc. to better reflect the Company=s
primary business activities and to add 10,000,000 shares of preferred stock to
the Company's authorized capitalization; (b) the Company's common stock was
reverse split on a 1 for 2 share basis; (c) the former officers and directors
of the Company resigned, and the then existing directors of LifeSmart
Nutrition, Inc. were elected directors of the Company; (d) shares of LifeSmart
Nutrition, Inc. common stock were converted to shares of the Company's common
stock on the basis of seven-tenths of one (0.7) share of the Company's common
stock for one (1) share of LifeSmart Nutrition, Inc. common stock, with the
result that approximately 8,079,000 reverse split shares of the Company's
common stock were issued to the former shareholders of LifeSmart Nutrition,
Inc.  As a result of the acquisition, LifeSmart Nutrition, Inc. is now a
wholly-owned subsidiary of the Company.

     Since the acquisition of LifeSmart Nutrition, Inc., the Company has
focused its efforts on the nutraceutical business of LifeSmart Nutrition, Inc.

         Our Primary Business - LifeSmart Nutrition, Inc.

Introduction

     LifeSmart Nutrition, Inc. was formed as a Utah corporation in 1997 to
compete in the growing $86 billion nutraceutical industry (Smith, E. 1998).
Its corporate office is located in Salt Lake City, Utah. The Company currently
has 10 employees, and plans to keep the employee count at or below 20, as long
as its manufacturing is outsourced.  LifeSmart is a product driven
organization with emphasis on superior sales and merchandising as well as
world class research and development.  LifeSmart's mission is to provide
consumers with life enhancing nutrition supplements via a great tasting
confectionary or food vehicle.  LifeSmart plans to take its products to market
through the LifeSmart brand, select private label, controlled label, and/or
licensing agreements. LifeSmart is already using its expertise to make custom
formulas for key private label accounts.  LifeSmart intends to remain a
product and consumer driven company with continued emphasis on sales/marketing
and R&D.

     From 1997 to 2000 LifeSmart has been rigorously developing and testing
different product concepts and nutraceutical delivery methods.  Through these
efforts, LifeSmart has successfully developed a core line of specialty
nutritional supplements that utilize a unique candy-like soft chewable
delivery system. These products combine great taste, convenience and superior
nutrition in a format that both children and adults enjoy.

     LifeSmart's supplements are in a soft chewable format, similar to a Kraft
caramel, but nutrient enhanced.  LifeSmart has developed a proprietary
manufacturing process for the chews and has filed patent applications relating
to several of its products. Through this process, a high dosage of nutrients
such as calcium, creatine or vitamins can be effectively placed into a 5.8 to
8.6 gram soft chew.

     LifeSmart began marketing its first two nutritional soft chews in the
second half of 2000; a calcium chew and a creatine chew.  During 2001 and

                                3
<PAGE>

2002, LifeSmart introduced additional nutrient enhanced chews including
vitamins and joint chews for arthritis related problems.  The Company has also
developed soft, great tasting, candy-like products that are designed to help
dieters lose weight.  During fiscal 2002, LifeSmart plans to aggressively
market its existing product line. The Company will also continue to introduce
additional products in the future, along several nutritional lines, based on
consumer demand.

Industry Overview

     As of 1996, the nutraceutical market was $86 billion and it is estimated
to have the potential to be a $250 billion market in the near future (Smith,
E. 1998).  Nutraceutical is a word that was coined to describe products that
range from dietary supplements to genetically engineered "designer" foods that
are nutritionally enhanced.

     Adding to the increase in nutraceutical sales is the aging "Baby Boomer"
generation which has become increasingly health conscious over the last
decade, and is looking for alternatives to traditional medicine to assist them
nutritionally in preventing disease and enhancing their lifestyles.  It is the
Company's opinion that this trend combined with the typical American's
frenetic lifestyle and the demand for healthy snacks, meal substitutes,
nutritional candies and other products will cause demand for nutraceutical
products to continue to grow rapidly.

     Some examples of increases in the nutraceutical market include: meal
replacement bar sales, which topped $206 million in 1999; a 567% increase
since 1995 (Drug Store News February, 2000); the current ready-to-drink
nutritional beverage category, including dieting aids; and the creatine
market, which has skyrocketed from $100 million to $400 million worldwide
(Judson, I. et al, 1998 and Gugliotta, G., 2000).  These products, which were
once confined to lonely specialty retail outposts, are slowly migrating to
supermarkets and mass-volume retailers.

     Though the nutraceutical arena is blossoming, the barriers to entry
remain high.  These barriers include: the amount of money needed to develop
high-quality products and brand awareness; the difficulty of achieving private
label deals (there is only a small group of contacts controlling this
industry); the competition for brokers' time and commitment to individual
product lines; and the fight for shelving and SKU space.

     It is extremely difficult to innovate products that consumers want and
demand, in a format they find acceptable, and at a price they are willing to
pay.  Historically, the average cost to develop an acceptable product has been
$5 million to $10 million (Smith, E. 1998).  LifeSmart however, using the
expertise of Dr. Warnecke and others, has been able to develop its products
for far less.  Among other things, this demonstrates the unique value of
LifeSmart's industry experience.  LifeSmart believes the only obstacle it
needs to overcome in entering the large nutraceutical marketplace is proper
funding.  LifeSmart has transcended the other barriers with its great product
quality and mix, its marketing contacts, and its history of setting up broker
networks.

                                4
<PAGE>

Products

      Below is a summary of LifeSmart's current nutraceutical line.  All the
products, except methoxy, are offered in different formats (size, flavor, and
texture variations) for select private label and key accounts.

     Calcium.  Each calcium chew contains 500 mg of calcium along with 100 IU
of vitamin D and 40 mcg of vitamin K in a 5.8 gram chew.  LifeSmart markets
the calcium chew both as a branded product as well as private label.
Currently in the U.S., we spend approximately $362 million annually on
calcium.  The recent growth in this segment is largely due to the emergence of
soft chews (Scalise, A. 2000).  LifeSmart currently provides private label,
soft calcium chews for several national retailers, including GNC.

     Joint Chew.  LifeSmart currently has developed a soft joint chew it plans
to market to the almost 43 million Americans who suffer from arthritis, and
who take a variety of substances for relief (Arthritis Foundation 2001).  Each
joint chew typically contains 500 mg of glucosamine and 400 mg of chondroitin.
Some select private label formulas, and LifeSmart's branded formula also
contain MSM.  Glucosamine and chondroitin have been proven in a recent Lancet
survey to reduce and possibly reverse the effects of osteoarthritis.
Currently LifeSmart provides this private label product for GNC.  LifeSmart
also is actively marketing the LifeSmart branded joint product to several
major retailers.  The company received its first purchase orders for its
branded joint product in January 2002, to be shipped to Albertson's and
Marsh's grocery stores.

     Creatine.  Each creatine chew contains 1 gram of creatine in an 8.6 gram
soft chew.  Creatine promotes muscle recovery, cell volumizing, short term
energy, and helps the body utilize protein more efficiently.  LifeSmart
believes that its soft chew delivery system makes creatine even more effective
with less dosage.  There are several consumers that the company is targeting
with this product, including the hardcore athlete (LifeSmart sponsors Carroll
Moon, a world record holder for his weight class in the bench press); the
weekend warrior who wants to increase athletic performance; and anyone who
wants to maximize the benefits from the weight room, and preserve lean muscle
tissue.  To protect the uniqueness of this product, LifeSmart has filed a 44
claim patent application, which it believes will be granted, thereby blocking
competitors from using this effective creatine delivery system.  The market
for creatine has reached $400 million worldwide (Gugliotta, G.2000). With the
unique advantages of its creatine chew, its patent pending status, and
LifeSmart's overall lead over other companies, LifeSmart believes that it may
be able to capture at least 10% of the market within the next two to three
years.

     Vitamin C.  LifeSmart has several different formulas for Vitamin C,
including a kid's formula and an adult version ranging from 250 mg to 500 mg.
Linus Pauling was behind much of the Vitamin C research and found that it was
a powerful antioxidant and very useful in strengthening the immune system.
Currently, LifeSmart is providing Vitamin C under private label arrangements
to GNC.  GNC currently is shipping a Kids version and an Adult Version.
Initial sale numbers have shown this product has been very well received in
the GNC locations.  LifeSmart management feels that the Vitamin C products
they currently produce will see very strong demand for many years to come.

     Weight Loss Soft Chew.  Currently LifeSmart has produced and shipped two
different private label weight loss soft chews to a company by the name of
EOLA.  These soft chews are proprietary formulas of EOLA that the company
developed into its unique soft chew delivery system, to improve taste,
consumer appeal, and effectiveness.  The company began shipping this product

                                5
<PAGE>

in January, and the response has been very positive.  With obesity trends
continuing to increase, it is the Company's opinion that the demand for this
type of product should continue to grow substantially.

     Fiber Bar/Citrus Aurantium.  LifeSmart has designed a unique high fiber
bar that contains 5 grams of fiber and 600 mg of citrus aurantium (a safe,
non-ephedra diet aid).  Initial taste tests have met with incredible results;
most people feel this bar tastes very similar to a chocolate peppermint patty.
To take it to market, the Company has presented the product to Metabolife, and
will slightly modify the formula to fit Metabolife's consumer needs.  It is
the company's opinion that the many applications and potential uses of this
bar are significant (weight loss, meal replacement, fiber supplement, etc.).
The great taste of this product will give it wide appeal to both men and women
of all age groups.

     Soy Soft Chew.  The Company has developed a soy soft chew that would be
positioned as a supplement to aid in developing a healthy heart.  Soy has been
shown clinically to reduce cholesterol levels as well as blood lipid levels.
Management expects the demand for this product to be substantial.

     Noni.  LifeSmart has developed a noni soft chew that contains 500 mg. of
this popular antioxidant substance.  LifeSmart has filed for a patent to
protect this technology.  LifeSmart firmly believes that this soft chew will
be widely embraced by the masses that have started to consume noni on a daily
basis. Industry sales of noni have recently climbed to approximately $1
billion annually.  LifeSmart is customizing several different noni soft chew
flavors for accounts that are expected to launch the product during the 2nd
half of 2002.

     Methoxy.  During the first quarter of 2001, LifeSmart introduced a soft
chew formulated to give people a safe legal alternative to steroids.  Each
methoxy soft chew contains 200 mg of methoxyisoflavone and 50 mg of
ipriflavone.  Methoxy was under patent to the Hungarian pharmaceutical
company, Chinon until 1997.  Ipriflavone has also been used in Europe to treat
osteoporosis.  LifeSmart has filed a patent to protect this product.

     Multivitamin Chews.  LifeSmart has developed several different vitamin
soft chew formulas.  They include formulas that are similar to the vitamin
content of Flintstone Vitamins, GNC Multivitamins, and many others.  The
company is currently supplying these chews to GNC as a private label.

     Research and Development.  LifeSmart has many products in various phases
of R&D which include an immune builder chew, antioxidant chew,  sexual
enhancement soft chew, and a ready-to-drink shake, to name a few.  LifeSmart
will continue to develop custom blends, products and formulas to market as
private label opportunities, as well as for its current and future key
accounts to be offered under the LifeSmart brand.  LifeSmart management
believes that its R&D abilities are world class and will enable them to
continue to develop great tasting products for consumers.

Sales

     The Company's sales are achieved using two approaches; direct sales calls
to customers as well as using a broker sales force.  The Company is primarily
capitalizing on select private label opportunities which enhance the position
of the Company, and will continue to introduce its branded products into the
market place.  Under the private label program, product is packaged in the
retailer's name.  This allows LifeSmart a means to develop cash flow

                                6
<PAGE>

while limiting working capital requirements. Limited sales efforts for branded
product started in October of 2000 (once LifeSmart had its product line ready
to introduce) and the results of those efforts have been encouraging.

     As the Company grows, it may look to expand its sales force, but to stay
lean, most sales will be done utilizing a broker network, with several
accounts being exclusive house accounts. By utilizing brokers, LifeSmart feels
it will more effectively widen its customer base without the need of a large
sales force of its own.  LifeSmart currently has CMI, Damon, Walton Marketing,
HOM, and Advantage as brokers.  All these brokers are considered to be among
the top in the industry.  Brokers have a built-in relationship with many of
the accounts and also provide merchandising support at the retail level.

Marketing

     LifeSmart has initiated a two pronged marketing program designed to
capitalize on the rapid growth of the multi-billion dollar nutraceutical
market (Smith, E. 1998).  Phase one is intended to achieve broad distribution
and consumer acceptance by focusing on private label products for mass-market
retailers.  Customer response to date appears to have validated this approach
through product reorders, customer feedback, and accelerating interest from
other major retail chains.

     The second phase of LifeSmart's marketing program, which has commenced on
a limited basis, is the introduction of LifeSmart's branded line of products.
This will further expand LifeSmart distribution to a broader consumer segment.

Manufacturing/Logistics

     LifeSmart has negotiated and maintains key manufacturing relationships
with various companies which are acknowledged leaders in their fields.  These
co-manufacturing relationships allow LifeSmart to produce a diversity of
products and containers for various applications.

     The proprietary formulation and quality control are dictated by LifeSmart
personnel, and production is accomplished in conjunction with plant personnel.

Competition

     Within the calcium market, Viactiv is the only significant competition.
This product was introduced in April 1999 and has taken the market by storm.
LifeSmart's strategy is to offer calcium chews as a private label opportunity
to major retailers. This strategy is working very well so far; GNC has
purchased LifeSmart private label calcium products, and has consistently
re-ordered.

     Within the creatine candy market, Phosphagems (EAS) is the only major
competitor.  EAS introduced creatine to the marketplace and has been very
instrumental in developing creatine into a $400 million annual category
(Gugliotta, G.2000).  LifeSmart believes it can compete with the EAS
Phosphagems effectively under LifeSmart's own branded label.  Unlike
Phosphagems, LifeSmart's creatine chews do not harden.  LifeSmart should also
have a significant pricing advantage over Phosphagems. LifeSmart's creatine
chews have been ranked #1 by supplementwatch.com, an independent doctor review
of nutritional supplements.  This product is so unique that LifeSmart has
filed a 44-claim patent on its soft chew.


                                7
<PAGE>

     The primary competition for LifeSmart's methoxy chew is Methoxy-Pro by
Cytodyne and Methoxy 7 by Biotest. Methoxyisoflavone is a new nutraceutical
that has the potential to be as large as the creatine market.  The Hungarian
pharmaceutical company, Chinon held the patent for Methoxyisoflavone until
1997.  Neither of LifeSmart's competitors' products come in a candy format and
LifeSmart has more methoxyisoflavone per container than either competitor.
LifeSmart feels that the consumers, when educated, will find LifeSmart's
methoxy product the best value and best tasting product in the marketplace.
LifeSmart intends to file a patent to protect its methoxy product.

     The biggest competitor LifeSmart will face within the Joint Chew market
is Schiff's "Move Free" tablets.  LifeSmart feels its product's taste and
candy-like form (instead of a tabletBlike "Move Free") gives it a major
advantage.  LifeSmart feels that senior citizens and others who suffer from
osteoarthritis and joint pain, when given the option, will choose LifeSmart's
candy like chew over a tablet.

     LifeSmart's new noni soft chew will compete with the liquids offered by a
number of multi-level-marketing companies.  LifeSmart feels that its noni soft
chew will compete well against these liquids and is in a format that the
masses will enjoy.  LifeSmart is in the process of filing a patent on this
product and other herbal remedies like Echinacea, Gingko and St. John's Wart
in a soft chew format.

     LifeSmart's 40/30/30 bite size treat will compete with a product produced
by the Balance Bar Company.  The Balance Bar Company, located in Carpinteria,
California, was acquired by Kraft.  Its products come in a variety of flavors
and are based on a formula of 40% carbohydrates, 30% protein, and 30% dietary
fat.  It sells its products through natural foods stores and grocery, mass
merchandise, and convenience stores.  LifeSmart feels that its bite-size treat
will compete effectively.

Government Regulation

     The manufacturing, packaging, labeling, advertising, distribution, and
sale of nutritional products are subject to the regulation of various
government agencies, principally the Food and Drug Administration (FDA).
Nutritional products fall under the Federal Food, Drug, and Cosmetic Act
("FDCA") and the Fair Packaging and Labeling Act ("FPLA").  Nutraceuticals are
viewed as food supplements, and do not fall under the stringent FDA guidelines
for drugs.

     The FDCA is intended to assure consumers that foods are wholesome, safe
to eat, and produced under sanitary conditions, and that food labeling is
truthful.  The FPLA provides requirements for the contents and placement of
information required on consumer packages to ensure that labeling is useful
and informative.  Nutritional products are generally classified and regulated
as food under the FDCA, and are not subject to pre-market FDA approval.
------------------------------------------------------------------------------

   References

   Smith, E. (1998, June 15) Nutraceuticals Market is $86 Billion, Say
Experts. Drug Topics. Retrieved January 6, 2001 from the World Wide Web:
http://www.fimdefelice.org/clip.drugtopics98.html

   Explosive bar sales sparked by desire for convenience, wellness. Drug Store
News February 21, 2000, Pg. 48.


                                8
<PAGE>

   Scalise, A. (2000, December 18). Self care, natural products drive women's
health sales. Drug Store News Pg. 27.

   Arthritis Foundation History (2001) Arthritis Foundation, Retrieved June
27,2001from the World Wide Web: http://www.arthritis.org/about/.

   Gugliotta, G.(2000, July 2)Creatine top sports nutrient. The Times Union,
pp. G6.

   Trevari Publishing and Consulting, 2001. Contact: Tim Lyon (801)253-0712.

   Judson, I., Levy, D., Orecklin, M., Sanders, A., Stein, J. and Thigpen, D.
(1998, September 7) Notebook. Time Magazine, 152 (10).



             Our Secondary Business - G.S. & C., Inc.

     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.  In connection with the transaction,
the Company's name was changed from Upland Investment Corporation to Upland
Energy Corporation to better reflect the business activities the Company was
engaged in then.  For financial statement purposes, the transaction was
accounted for as a "reverse acquisition" as if GSC had acquired the Company.

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

     Our oil and gas operations are all conducted through the Company's
wholly-owned subsidiary, GSC.

     Our oil and gas properties 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.

     Two initial wells, the Lewis H-1 ("LH-1") and the Hittle H-1 (the
"HH-1"), were drilled 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 the HH-1 is producing only approximately 10 barrels of oil per
day.

     In December 1998, the Company hired Pace Exploration to handle all of its
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 15 barrels of oil per day. The other
well never produced oil in economic quantities and was shut down.


                ITEM 2. DESCRIPTION OF PROPERTIES

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

                                9
<PAGE>

     Our oil and gas properties are located in Kansas.  The properties now
consist of only the Hittle Field since the sale of the McLouth Field in July
1999.  The Company began exploration activities on the Hittle Field in late
1996 and 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 which receives a 20% working interest
in the field.

     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
May 31, 2002.

                                              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.

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

     Set forth below is a tabulation of wells completed in the period
indicated in which the Company participated and the results thereof for the
three most recent years ended May 31, 2002.

                                   Year Ended May 31,
                       ---------------------------------------------
                            2000            2001             2002
                            ----            ----             ----
                       Gross    Net    Gross    Net     Gross    Net
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                -0-     -0-     -0-     -0-      -0-     -0-
     Gas                -0-     -0-     -0-     -0-      -0-     -0-
         Totals         -0-     -0-     -0-     -0-      -0-     -0-



                                10
<PAGE>

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
  May 31____        (per BBL)      (per MCF)
  ----------        ---------      ---------
     1999            $22.18            NA
     2000            $26.90            NA
     2001            $29.18            NA
     2002            $24.10            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 $4.27, $4.07, $4.12 and $3.92
for the years ended May 31, 2002, 2001, 2000 and 1999, respectively.

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 May 31, 2002, and 2001, the Company produced approximately
23.15 and 26.74 barrels of oil per day.

Company Office Space
--------------------

     During the Company's fiscal year ended May 31, 2001 and until the Company
acquired LifeSmart Nutrition, Inc. on February 15, 2002, the Company did not
have a need to rent office space.  During that period of time Lee Jackson, the
Company's former President, allowed the Company to use his house as a mailing
address.  The cost was minimal and was not recorded as an expense of the
Company.

     When the Company acquired LifeSmart Nutrition, Inc. on February 15, 2002,
the Company relocated its principal office to the location which is being used
by LifeSmart Nutrition, Inc. at 8 East Broadway, Suite 200, Salt Lake City,
Utah  84111.  The office space consists of a reception area, conference room,
large room used as a fax, copy center and work area, and nine separate offices
which comprise a total of approximately 3,667 square feet.  The office space
is leased to LifeSmart Nutrition, Inc. under a written lease agreement with an
unrelated third party.  The lease expires in September, 2003, and the lease
payment is presently $4,812.94 per month.  The Company believes the space is
adequate for its needs for at least the next 12 months.

                        GSC Spin Off/Sale

     As a negotiated term of the acquisition agreement involving LifeSmart
Nutrition, Inc., Upland Energy Corporation agreed to either spin off its oil
and gas operations to the Company's shareholders or sell the oil and gas
operations.  Under the terms of the acquisition agreement, all of the oil and
gas operations, which includes all assets and liabilities of Upland Energy
Corporation prior to the acquisition of LifeSmart Nutrition, Inc., exclusive
of an $818,253 advance to LifeSmart, will be transferred to GSC.  In order to
spin off GSC, GSC will need to file a registration statement with the
Securities and Exchange Commission.  If the spin off is consummated, it will
not be completed on a pro rata basis.  Instead, the Upland Energy Corporation
shareholders of record at the close of business on the day before the closing
of the acquisition of LifeSmart Nutrition, Inc. will receive one share of GSC

                                11
<PAGE>

for every ten shares of Upland Energy Corporation they held on the date before
the closing. The ratio will be based on pre-consolidation or reverse split
share levels for the Upland Energy Corporation shareholders.  Accordingly, the
Upland Energy Corporation shareholders on the date before the closing will
receive approximately 873,859 shares of GSC.  Every LifeSmart Nutrition, Inc.
shareholder of record at the close of business on the day before the closing
date of the acquisition will receive one hundredth of one (0.01) share of GSC
for every one share of LifeSmart Nutrition Technologies, Inc. received by such
shareholders in the merger.  The former LifeSmart Nutrition, Inc. shareholders
will receive an aggregate of approximately 80,794 shares of GSC.  No
fractional shares of GSC will be issued, instead shares will be rounded up to
the nearest whole share.

     Due to the fact that GSC has not generated sufficient income since
February 15, 2002 to pay its own operating costs, and cannot presently pay for
legal and accounting expenses to be incurred in connection with the proposed
spin off, it is uncertain whether GSC will be spun off to shareholders.

     If we are unable to complete the spin off of GSC on or before February
15, 2003, Lee Jackson and Maven Properties, LLC have an option to purchase GSC
from LifeSmart for one hundred thousand dollars ($100,000).  Mr. Jackson and
Maven Properties, LLC are not required to purchase the properties but only
have an option to purchase.  The spin off plan and option were entered into to
provide a mechanism to help dispose of the oil and gas properties which
LifeSmart Nutrition, Inc.'s management did not want to run after the
acquisition.  The oil and gas properties had not proven profitable in the past
and we do not want the oil and gas operations to be a drain on our business
and our management's time.  Additionally, the former management of Upland
Energy Corporation felt Upland Energy Corporation, and they, had a substantial
investment in the properties and believed over time they may become marginally
profitable or be able to be sold.  Accordingly, the hope was if the properties
become profitable, shareholders of Upland Energy Corporation and LifeSmart
Nutrition, Inc. immediately prior to the acquisition of LifeSmart Nutrition,
Inc. will be able to share in the profitability of the properties.  However,
in an effort to provide a definite time our management could look to for the
termination of the oil and gas operations, the option to purchase was created.

     The option exercise price which may be paid by Lee Jackson and Maven
Properties, LLC for GSC and the related oil and gas properties, if a spin off
is not completed, was suggested by Lee Jackson and Maven Properties, LLC.
LifeSmart Nutrition, Inc.'s board of directors agreed to the price offered by
Lee Jackson and Maven Properties, LLC as LifeSmart Nutrition, Inc. was not
looking to the assets of Upland for any significant value and LifeSmart's
board of directors felt the amount offered was reasonable, especially given
the fact that LifeSmart does not want to continue to operate an oil field that
was losing money.  No third party evaluation was done of the value of GSC and
the related oil and gas properties.  Lee Jackson and Maven Properties, LLC did
not engage in any evaluation of the property and suggested the price solely on
discussions between Mr. Jackson and Frank Gillen, the owner of Maven
Properties, on what value they thought would be a fair price, in their minds,
for GSC and, which might, allow them to eventually make a profit in the future
on the sale of GSC.  The sale of GSC to Lee Jackson and Maven Properties would
be considered a non arms length transaction.  The Upland board of directors,
which was then made up of Lee Jackson and Michael Labertew, agreed to the
price for GSC without seeking advice or other offers.  The board of directors
of LifeSmart agreed to the price for GSC without seeking advice or other
offers.
                                12
<PAGE>

     ITEM 3. LEGAL PROCEEDINGS

Except as described below:

          .    The Company is not a party to any material pending legal
               proceedings;
          .    The Company's property is not subject to any material pending
               legal proceedings; and
          .    To the best of the Company's knowledge, no governmental
               authority or other party has threatened or is contemplating the
               filing of any material legal proceeding against LifeSmart.

          1.  An existing shareholder and creditor of LifeSmart, Mr. Kevin
   Brady, commenced litigation against LifeSmart Nutrition Technologies, Inc.,
   LifeSmart Nutrition, Inc., Arizona Capital Group, Inc. and FinMap, Inc. on
   or about June 24, 2002 in the United States District Court for the Southern
   District of Florida (Case No. 02-80579-CIV).  Mr. Brady invested $30,000 in
   LifeSmart Nutrition, Inc. securities in 2000, loaned LifeSmart Nutrition,
   Inc. $150,000 in November 2001, and invested $100,000 in LifeSmart
   Nutrition, Inc. securities in December 2001.  In the litigation Mr. Brady
   alleges various causes of action including, but not limited to, breach of
   contract for failure to pay a promissory note in the principal balance of
   $150,000, interest accruing thereon at the rate of 12% per month,
   securities fraud, common law fraud, failure to register securities, breach
   of fiduciary duty and violations of the Florida Deceptive and Unfair Trade
   Practices Act.  Mr. Brady is seeking compensation for all losses he has
   suffered, actual damages, punitive damages, rescission damages, interest,
   costs of collection and attorneys fees.

          2.  International Co-Packing Company, a California corporation,
   commenced litigation against LifeSmart Nutrition, Inc. on or about July 31,
   2002 in the Superior Court of California, County of Fresno, Central
   Division (Case no. 02 CE CL 08722).  International Co-Packing Company
   packaged certain products owned by LifeSmart Nutrition, Inc., and claims
   that there is still a balance owing of $12,859.55 for warehousing services,
   freight advances and handling and palletizing.  International Co-Packing
   Company is seeking payment of $12,859.55, interest at the legal rate,
   continuously accruing reasonable warehousing fees, the costs of the lawsuit
   incurred by it, such other relief as the court may deem just and proper,
   and for an order directing public sale (foreclosure) of certain inventory
   of LifeSmart Nutrition, Inc. held by International Co-Packing Company.




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

     No matter was submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.

                                13

<PAGE>

                             PART II

 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information
------------------

     Our Common Stock is quoted on the National Association of Securities
Dealers Electronic Bulletin Board under the symbol "LSNU."  Set forth below
are the high and low bid prices for the Company's Common Stock for the last
two fiscal years.  All prices listed herein reflect inter-dealer prices,
without retail mark-up, mark-down or commissions and may not represent actual
transactions.  The quotations have been provided by market makers in the
Company's common stock and/or Pink Sheets LLC.  The prices have been adjusted
to reflect a 1 for 2 reverse split of the Company's common stock which
occurred in February 2002.

Quarter Ended                 High Bid          Low Bid
--------------                --------          -------
August 31, 2000               $0.69             $0.50
November 30, 2000             $0.69             $0.50
February 28, 2001             $0.56             $0.38
May 31, 2001                  $0.80             $0.44

August 31, 2001               $0.90             $0.58
November 30, 2001             $1.24             $0.52
February 28, 2002             $1.10             $0.70
May 31, 2002                  $0.84             $0.52

Dividends
---------

     During the last two fiscal years, and since then, we have not paid any
dividends on our Common Stock, and we do not anticipate that the Company will
pay dividends in the foreseeable future.  There are no material restrictions
limiting, or that are likely to limit, the Company's ability to pay dividends
on our securities, except for any applicable limitations under Utah corporate
law.

Stockholders
------------

     As of August 22, 2002, there were approximately 15,221,240 shares of
common stock outstanding held by approximately 251 shareholders of record,
including broker-dealers and clearing corporations holding shares on behalf of
their customers, as reported by the Company's transfer agent.

Recent Sales of Unregistered Securities.
----------------------------------------

     During the fourth quarter of the fiscal year ended May 31, 2002,
LifeSmart made the following sales of securities which were not registered
under the Securities Act of 1933:

          1.     On or about April 11, 2002, Agave, Ltd. purchased 1,000,000
                 shares at $0.50 per share for $500,000;
          2.     On or about April 4, 2002, Turba Investments Limited
                 Partnership purchased 50,000 shares at $0.50 per share for
                 $25,000;
          3.     On or about May 7, 2002, Mark Peterson converted an existing
                 loan, and accrued interest, that was in default to 1,048,329
                 shares at the conversion price of $0.10 per share; and
          4.     On or about May 7, 2002, Mike Vanderhoof converted an
                 existing loan, and accrued interest, that was in default to
                 524,164 shares at the conversion price of $0.10 per share.

     The shares sold to Agave, Ltd. And Turba Investments Limited Partnership
were sold through a registered broker dealer known as Arizona Capital Group,
Inc.  The shares issued in connection with the loan conversions were sold

                                14
<PAGE>

directly by LifeSmart (although Arizona Capital Group, Inc. was involved in
the origination of the loans).  LifeSmart relied on section 4(2) of the
Securities Act of 1933 in making all sales of securities to the purchasers.
No advertising or general solicitation was employed in offering the shares.
Each purchaser received disclosure information concerning LifeSmart.  Each
purchaser also had the opportunity to investigate LifeSmart and ask questions
of its president and board of directors.  The securities sold were offered for
investment purposes only and not for the purpose of resale or distribution.
The transfer of the shares sold was appropriately restricted by LifeSmart.

     For information concerning sales of shares of LifeSmart's common stock
which were not registered under the Securities Act of 1933 during the first
three quarters of the fiscal year ended May 31, 2002 or during the prior
fiscal year ended May 31, 2001 and 2000 please refer to LifeSmart's quarterly
reports and its annual reports on Forms 10-QSB and 10-KSB for the applicable
periods.


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

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

     At May 31, 2002, the Company had total current assets of $981,551,
comprised of $10,634 in cash, $423,866 in accounts receivable, net, and
$547,051 in inventories.  The Company's remaining assets represented net
assets of discontinued operations (oil and gas properties) held for sale of
$48,545, property and equipment, net of $22,454, intangibles, net of $19,255,
and other assets of $12,254.  As of May 31, 2002, the Company had total
current liabilities of $3,126,843, comprised of accounts payable of
$1,588,168, related party notes payable of $720,959, accrued expenses of
$518,685, advances of $50,000, and a line of credit of $249,031.  During the
fiscal year ended May 31, 2002, the Company was able to largely fund
operations through raising additional equity capital and through incurring
additional debt.

     The Company acquired LifeSmart Nutrition, Inc. on February 15, 2002,
which needs additional operating capital.  The Company is attempting to raise
between $250,000 and $2,000,000 capital through a private placement offering
of its common stock.  If the Company is successful in raising all $2,000,000
gross offering proceeds sought in the offering, the Company should have
sufficient capital to continue operating for at least the next 12 months.  If
the Company raises less than $2,000,000 in its offering, the Company will need
to seek equity capital and/or debt from other sources in order to meet the
Company's cash needs for the next 12 months.  The success of the Company and
its subsidiaries will, initially, depend upon the ability of the Company to
raise capital.

     LifeSmart's most significant cash needs in its present fiscal year
include raising funds to pay existing accounts payable and accrued expenses,
pay off some existing notes payable, increase inventories to meet the demands
of the increasing sales which the Company anticipates, and to cover other
operating expenses until such time as revenues are sufficient to cover all
operating expenses.   As of May 31, 2002, LifeSmart had only $10,634 in cash,
but it is able to borrow more on its line of credit, subject to certain
borrowing base limit. LifeSmart must raise additional debt or equity capital
in approximately the next sixty (60) days to continue operations.


                                15
<PAGE>

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

     For the fiscal year ended May 31, 2002, the Company had net sales of
$3,526,367, an increase of $2,373,294 from the net sales of $1,153,073 for the
fiscal year ended May 31, 2001.  The Company's gross profit for the fiscal
year ended May 31, 2002 was $731,420, an increase of $610,978 from the gross
profit of $120,442 generated in the fiscal year ended May 31, 2001.  Operating
expenses for the fiscal year ended May 31, 2002 were $2,810,459, an increase
of $648,156 from the operating expenses of $2,162,303 incurred in the fiscal
year ended May 31, 2001.  The increase in operating expenses was largely
attributable to the increase in general and administrative expenses which
increased to $2,139,016 in the current period from $1,654,122 incurred in the
prior period.  This increase in general and administrative expenses was
largely attributable to ramping up sales and operations and fund raising
activities.  The Company anticipates that as sales increase, general and
administrative expenses will become a smaller percentage of total sales.

     During the fiscal year ended May 31, 2002, LifeSmart experienced a net
loss in the amount of $3,274,233, or approximately ($0.35) per share, which is
$1,167,212 greater than the net loss of $2,107,021, or approximately ($0.28)
per share, incurred during the fiscal year ended May 31, 2001.

     The Company attributes the increased net loss for the fiscal year ended
May 31, 2002 primarily to increased interest expenses incurred to finance the
growth of the Company's nutraceutical business.  Interest expense for the
fiscal year ended May 31, 2002 was $1,185,793, an increase of $1,039,280 over
the interest expense of $146,513 incurred in the prior period.

     ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-KSB REFLECT
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS
AND UNCERTAINTIES.  ACTUAL RESULTS MAY VARY MATERIALLY.


                  ITEM 7.  FINANCIAL STATEMENTS


     The Company's consolidated audited balance sheet as of May 31, 2002, and
the Company's consolidated audited statements of operations, stockholders'
deficit, and cash flows for the fiscal years ended May 31, 2001 and 2002 are
included below.



                                16
<PAGE>






     LIFESMART NUTRITION TECHNOLOGIES, INC.
     AND SUBSIDIARIES
     Consolidated Financial Statements
     May 31, 2002 and 2001







<PAGE> 17
                        LIFESMART NUTRITION TECHNOLOGIES, INC.AND SUBSIDIARIES
                                    Index to Consolidated Financial Statements
______________________________________________________________________________



                                                                         Page


Independent auditors' report                                              F-1

Consolidated balance sheet                                                F-2

Consolidated statement of operations                                      F-3

Consolidated statement of stockholders' deficit                           F-4

Consolidated statement of cash flows                                      F-6

Notes to consolidated financial statements                                F-7





______________________________________________________________________________



<PAGE> 18

                        INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of LifeSmart Nutrition Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of LifeSmart
Nutrition Technologies, Inc. and Subsidiaries, (the Company), as of May 31,
2002, and the related consolidated statements of operations, consolidated
stockholders' deficit and consolidated cash flows for the years ended May 31,
2002 and 2001.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  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 referred to above present fairly, in
all material respects, the consolidated financial position of LifeSmart
Nutrition Technologies, Inc. and Subsidiaries, as of May 31, 2002, and the
consolidated results of its operations and its consolidated cash flows for the
years ended May 31, 2002 and 2001, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in note 2 to the
consolidated financial statements, the Company has suffered recurring losses,
has a stockholders' deficit and has a net working capital deficiency.  These
conditions raise substantial doubt about its ability to continue as a going
concern.  Management's plans in regard to these matters are also described in
note 2.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




/s/ TANNER & CO

Salt Lake City, Utah
August 27, 2002
                                                                       F-1

<PAGE> 19
                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                    Consolidated Balance Sheet
______________________________________________________________________________

                                                                    May 31,
                                                                     2002
                                                                --------------
           Assets

Current assets:
  Cash                                                          $      10,634
  Accounts receivable, net of allowance of $86,641                    423,866
  Inventories                                                         547,051
                                                                --------------

      Total current assets                                            981,551

Property and equipment, net                                            22,454
Intangibles, net                                                       19,255
Other                                                                  12,254
Net assets of discontinued operations                                  48,545
                                                                --------------

      Total assets                                              $   1,084,059
                                                                ==============

______________________________________________________________________________


           Liabilities and Stockholders' Deficit

Current liabilities:
  Line of credit                                                $     249,031
  Accounts payable                                                  1,588,168
  Accrued expenses                                                    518,685
  Advances                                                             50,000
  Related party notes payable                                         720,959
                                                                --------------

      Total current liabilities                                     3,126,843

Commitments and contingencies                                               -

Stockholders' deficit:
  Common stock, par value $.001, 50,000,000 shares
   authorized; 15,221,240 issued and outstanding                       15,221
  Capital in excess of par value                                    7,229,127
  Subscription receivable                                            (241,676)
  Accumulated deficit                                              (9,045,456)
                                                                --------------

      Total stockholders' deficit                                  (2,042,784)
                                                                --------------

      Total liabilities and stockholders' deficit               $   1,084,059
                                                                ==============

______________________________________________________________________________


See accompanying notes to consolidated financial statements.               F-2

<PAGE> 20



                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                          Consolidated Statement of Operations
______________________________________________________________________________



                                                       Years Ended May 31,
                                                        2002        2001
                                                   ---------------------------

Net sales                                          $  3,526,367  $  1,153,073
Cost of sales                                         2,794,947     1,032,631
                                                   ---------------------------

Gross profit                                            731,420       120,442
                                                   ---------------------------
Operating expenses:
  Selling and marketing                                 646,162       502,221
  General and administrative expenses                 2,139,016     1,654,122
  Research and development                               25,281         5,960
                                                   ---------------------------

      Total operating expenses                        2,810,459     2,162,303
                                                   ---------------------------

      Loss from operations                           (2,079,039)   (2,041,861)

Other income (expense):
  Interest income                                           600         2,784
  Interest expense                                   (1,185,793)     (146,513)
  Other                                                 (10,001)       78,569
                                                   ---------------------------

      Net loss before income taxes                   (3,274,233)   (2,107,021)

  Provision for income taxes                                  -             -
                                                   ---------------------------

      Net loss                                     $ (3,274,233) $ (2,107,021)
                                                   ============= =============

Net loss per share - basic and diluted             $       (.35) $       (.28)
                                                   ============= =============
Weighted average common and common
  equivalent shares - basic and diluted               9,473,000     7,409,000
                                                   ============= =============


______________________________________________________________________________


See accompanying notes to consolidated financial statements.               F-3

<PAGE> 21
<TABLE>
<CAPTION>


                                                  LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                          Consolidated Statement of Stockholders' Deficit

                                                                        Years Ended May 31, 2002 and 2001
_________________________________________________________________________________________________________


                                                    Capital in
                                Common Stock        Excess of     Subscription  Accumulated
                           Shares        Amount     Par Value     Receivable    Deficit       Total
                        ------------- ------------- ------------- ------------- ------------- --------------

                     <c>           <c>           <c>           <c>           <c>           <c>
Balance at June 1, 2000    8,350,000  $  3,063,869  $          -  $   (100,000) $ (3,664,202) $    (700,333)

Recapitalization for
effect of reverse merger  (2,512,586)   (3,058,032)    3,058,032             -             -              -

Collection of
subscription receivable            -             -             -       100,000             -        100,000

Common stock issued for:
  Services                    45,790            46        32,704             -             -         32,750
  Conversion of debt         307,600           308       219,692             -             -        220,000
  Inventory and
   subscription
   receivable                489,364           489       349,511      (302,698)            -         47,302
  Cash                     1,391,192         1,391       993,609             -             -        995,000

Purchase and retirement
of treasury stock           (177,185)         (177)     (316,636)            -             -       (316,813)

Issuance of common stock
options and  warrants for
services and interest              -             -       264,730             -             -        264,730

Issuance of common stock
in connection with debt       10,487            11        49,989             -             -         50,000

Beneficial conversion
feature on convertible debt        -             -        21,190             -             -         21,190

Net loss                           -             -             -             -    (2,107,021)    (2,107,021)
                        ------------- ------------- ------------- ------------- ------------- --------------

Balance at May 31, 2001    7,904,662         7,905     4,672,821      (302,698)   (5,771,223)    (1,393,195)

Collection of
subscriptions receivable           -             -             -       136,022             -        136,022

Issuance of common stock
options and warrants for
services and interest              -             -       671,781             -             -        671,781

Net assets acquired
in reverse merger          4,369,312         4,369       889,225             -             -        893,594

Common Stock issued for:
  Services                    34,955            35        24,965             -             -         25,000
  Conversion of debt       1,500,000         1,500       148,500             -             -        150,000
  Interest                    72,493            72        36,175             -             -         36,247
  Cash                     1,189,818         1,190       560,810             -             -        562,000


_____________________________________________________________________________________________________________

See accompanying notes to consolidated financial statements.                                          F-4

</TABLE>
<PAGE> 22
<TABLE>
<CAPTION>



                                                  LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                                          Consolidated Statement of Stockholders' Deficit
                                                                                                Continued
_________________________________________________________________________________________________________


                                                    Capital in
                                Common Stock        Excess of     Subscription  Accumulated
                           Shares        Amount     Par Value     Receivable    Deficit       Total
                        ------------- ------------- ------------- ------------- ------------- --------------

                     <c>           <c>           <c>           <c>           <c>           <c>
Exercise of common
stock options                150,000           150        74,850       (75,000)            -              -

Beneficial conversion
feature on notes payable           -             -       150,000             -             -        150,000

Net loss                           -             -             -             -    (3,274,233)    (3,274,233)
                        ------------- ------------- ------------- ------------- ------------- --------------

Balance at May 31, 2002   15,221,240  $     15,221  $  7,229,127  $   (241,676) $ (9,045,456) $  (2,042,784)
                        ============= ============= ============= ============= ============= ==============


_____________________________________________________________________________________________________________


See accompanying notes to consolidated financial statements.                                            F-5

</TABLE>
<PAGE> 23




                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                          Consolidated Statement of Cash Flows
______________________________________________________________________________

                                                       Years Ended May 31,
                                                        2002        2001
                                                   ---------------------------
Cash flows from operating activities:
  Net loss                                         $ (3,274,233) $ (2,107,021)
  Adjustments to reconcile net loss to
   net cash used in operating activities:
     Depreciation and amortization expense               20,206        52,831
     Bad debt expense                                    69,607             -
     Common stock issued for services                    25,000        32,750
     Common stock issued for interest                    36,247        20,000
     Stock options issued for services                   78,271       211,792
     Interest expense on stock options issued in
      connection with notes payable                     593,510        63,487
     Beneficial conversion feature                      150,000        21,190
     Common stock issued in connection with debt              -        50,000
     (Increase) decrease in:
        Accounts receivable                            (188,209)     (305,264)
        Inventory                                      (406,233)      (91,966)
        Prepaid expense                                   2,513        (2,513)
        Other assets                                       (851)       27,106
     Increase (decrease) in:
        Accounts payable                              1,188,662       343,815
        Accrued liabilities                             369,717        (5,129)
                                                   ---------------------------

          Net cash used in operating activities      (1,335,793)   (1,688,922)
                                                   ---------------------------
Cash flows from investing activities:
  Purchase of property and equipment                     (6,419)      (12,381)
  Additions to intangible assets                        (19,266)            -
                                                   ---------------------------

          Net cash used in investing activities         (25,685)      (12,381)
                                                   ---------------------------
Cash flows from financing activities:
  (Decrease) increase in cash overdraft                 (43,641)       43,641
  Increase in advances                                  300,002       568,250
  Net proceeds (payments) on line of credit             249,031             -
  Proceeds from related party debt                    1,015,500       354,999
  Reduction of related party debt                      (846,802)     (360,587)
  Proceeds from issuance of common stock                562,000       995,000
  Reduction of subscription receivable                  136,022       100,000
                                                   ---------------------------

          Net cash provided by financing activities   1,372,112     1,701,303
                                                   ---------------------------

          Net increase in cash                           10,634             -

Cash, beginning of period                                     -             -
                                                   ---------------------------

Cash, end of period                                $     10,634  $          -
                                                   ============= =============

______________________________________________________________________________
See accompanying notes to the financial statements.                       F-6


<PAGE> 24
                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements

                                                         May 31, 2002 and 2001
______________________________________________________________________________


1. Organization
   and
   Summary of
   Accounting
   Policies

   Organization

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.

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.  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 at that time.

The Company has been engaged in the business of exploring for and developing
oil and gas reserves through its subsidiary, GSC.  GSC sold certain oil and
gas assets in August 1999, and the Company's focus shifted to its oil and gas
operations in the Hittle field in central Kansas.

On February 15, 2002, the Company acquired LifeSmart Nutrition, Inc., a Utah
corporation engaged in the development and sale of nutraceutical products.
For financial statement purposes, the acquisition of LifeSmart Nutrition, Inc.
was accounted for as a reverse acquisition as if LifeSmart Nutrition, Inc. had
acquired the Company.  In connection with the acquisition of LifeSmart
Nutrition, Inc., the following occurred: (a) the Company amended its Articles
of Incorporation to change its name to LifeSmart Nutrition Technologies, Inc.
to better reflect the Company's present primary business activities and to add
10,000,000 shares of preferred stock to the Company's authorized
capitalization; (b) the Company's common stock was reverse split on a 1 for 2
share basis; (c) the former officers and directors of the Company resigned,
and the directors of LifeSmart Nutrition, Inc. were elected as directors of
the Company; (d) shares of LifeSmart Nutrition, Inc. common stock were
converted to shares of the Company's common stock on the basis of seven-tenths
of one (0.7) share of the Company's common stock for one (1) share of
LifeSmart Nutrition, Inc. common stock.  LifeSmart Nutrition, Inc. is now a
wholly-owned subsidiary of the Company.  The Company now intends to focus its
efforts on the nutraceutical business of LifeSmart Nutrition, Inc.



______________________________________________________________________________
                                                                         F-7

<PAGE> 25
                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
_____________________________________________________________________________


1. Organization
   and
   Summary of
   Accounting
   Policies
   Continued


   Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its 100% owned subsidiaries.  All significant intercompany balances and
transactions have been eliminated in consolidation.

   Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.

   Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of the assets may
not be recoverable through undiscounted future cash flows.  Any such losses
are recognized in the statement of operations.

   Intangible Assets

Intangible assets consist primarily of patent, trademark and certain video
copyright costs.  Patent cost consist of legal expenses incurred to secure
patents related to the Company's products.  Costs associated with patents have
not been amortized to date as the patents have not been approved.  Upon
approval of the patents, they will be amortized over the life of the patent.
If the patents are not approved, the costs will be expensed.  Trademark costs
are amortized on a straight-line basis over a term of fifteen years.
Copyright costs are amortized on a straight-line basis over a term of two
years.  The Company assesses recoverability of its intangible assets by
determining whether the amortization of the balance over its remaining life
can be recovered through undiscounted future operating cash flows of the
acquired asset.  The amount of impairment, if any, is measured based on
projected discounted future operating cash flows using a discount rate which
reflects the Company's average cost of funds.

   Inventories

Inventories are stated at the lower of cost (first-in, first-out) or market.


______________________________________________________________________________
                                                                          F-8
<PAGE> 26

                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________

1.  Organization
    and
    Summary of
    Significant
    Accounting
    Policies
    Continued

    Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally three to five years.  When assets are
retired or otherwise disposed of, the cost and related accumulated
depreciation are removed and any resulting gain or loss is recognized in
operations for the period.  The cost of maintenance and repairs is charged to
operations as incurred; significant renewals and betterments are capitalized.

    Discontinued Operations

The oil and gas operations of the Company's subsidiary G.S. & C., Inc. have
been discontinued as a result of the acquisition of LifeSmart Nutrition, Inc.
and the Company's focus on the nutraceutical business of LifeSmart Nutrition,
Inc.  The net assets of G.S. & C., Inc. are to be disposed of through a spin
off or sale by February 15, 2003.  The operations of G.S. & C. Inc. from
February 15, 2002, the date of acquisition of LifeSmart Nutrition, Inc. to May
31, 2002 were not material.

    Revenue Recognition

The Company recognizes revenue when pricing and terms are determinable,
shipment of the product has occurred and collectibility is reasonably assured.
The Company's products are generally sold to resellers.  Certain of the
agreements with these resellers include rights of return for unsold product.
The Company provides for estimated returns and allowances at the time of
shipment.

    Research and Development Costs

Research and development costs are expensed as incurred.

    Advertising

Advertising costs, which are expensed as incurred, totaled $250,230 and
$280,574 for the years ended May 31, 2002 and 2001, respectively.


______________________________________________________________________________
                                                                         F-9

<PAGE> 27

                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________

1.  Organization
    and
    Summary of
    Significant
    Accounting
    Policies
    Continued

    Income Taxes

Income taxes are recorded using the asset and liability method.  Deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax bases and
operating loss and tax credit carryforwards.  Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

    Concentration of Risk

Financial instruments which potentially subject the Company to concentration
of credit risk consist primarily of receivables.  In the normal course of
business, the Company provides credit terms to its customers.  Accordingly,
the Company performs ongoing credit evaluations of its customers and maintains
allowances for possible losses which, when realized, have been within the
range of management's expectations.

The Company maintains its cash in bank deposit amounts which, at times, may
exceed federally insured limits.  The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash and cash equivalents.

The Company has no internal capacity to produce its products and relies
primarily on a contract manufacturer in Illinois for production.  The partial
or total loss of supply from this contract manufacturer may adversely affect
the Company's ability to fulfill orders and make timely delivery of products.
If the production capacity of the contract manufacturer is insufficient to
fill sales orders, the Company is prepared to use other contract
manufacturers.  The Company may not be able to establish additional production
sources at acceptable prices that meet quality and capacity requirements at
other contract manufacturers, if necessary.

As more fully described in note 13, the Company generates a substantial
portion of its revenues from three customers.  The Company has aggregate
receivables of approximately $404,191  from these customers at May 31, 2002.

______________________________________________________________________________
                                                                        F-10


<PAGE> 28
                      LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________

1. Organization
   and
   Summary of
   Significant
   Accounting
   Policies
   Continued

   Loss Per Common and Common Equivalent Share

The computation of basic loss per common share is computed using the weighted
average number of common shares outstanding during the period.

The computation of diluted loss per common share is based on the weighted
average number of shares outstanding during the period plus common stock
equivalents which would arise from the exercise of stock options and warrants
outstanding using the treasury stock method and the average market price per
share during the period.  Common stock equivalents for 9,065,490 and 1,455,000
stock options and warrants outstanding as of May 31, 2002 and 2001,
respectively, are not included in the diluted loss per share calculation
because their effect would be antidilutive.

   Accounting Estimates

The preparation of 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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

2. Going
   Concern

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  Because of recurring operating
losses, the excess of current liabilities over current assets, the
stockholders' deficit, and negative cash flows from operations, there is
substantial doubt about the Company's ability to continue as a going concern.
The Company's ability to continue as a going concern is dependent on attaining
future profitable operations, restructuring its financing arrangements, and
obtaining additional outside financing.  Management anticipates that the
Company will be able to obtain additional financing sufficient to fund
operations during the next fiscal year, however, there can be no assurance
they will be successful.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


______________________________________________________________________________
                                                                         F-11

<PAGE> 29

                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________

3. Inventories


   Inventories consist of the following at May 31, 2002:


      Raw materials                                             $     344,739
      Work-in-progress                                                202,312
                                                                -------------

                                                                $     547,051
                                                                ==============

4. Property,
   Plant and
   Equipment

   Property, plant and equipment consists of the following at May 31, 2002:


      Computer and office equipment                             $      51,550
      Furniture and fixtures                                           34,944
                                                                --------------

                                                                       86,494

      Less accumulated depreciation                                   (64,040)
                                                                --------------

                                                                $      22,454
                                                                ==============


5. Intangible
   Assets

   Intangible assets are comprised of the following at May 31, 2002:


                                                                       2002
                                                                --------------

      Copyrights                                                $      70,000
      Trademarks                                                       12,525
      Patents                                                          18,966
                                                                --------------

                                                                      101,491
      Accumulated amortization                                        (82,236)
                                                                --------------

                                                                $      19,255
                                                                ==============

6. Discontinued
   Operations

As a negotiated term of the acquisition of LifeSmart Nutrition, Inc., the
Company agreed to spin off or sell its oil and gas operations by February 15,
2003, in order to focus on the Company's nutraceutical business.  The oil and
gas operations have accordingly been classified as discontinued operations at
May 31, 2002.


______________________________________________________________________________
                                                                          F-12

<PAGE> 30
                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________

6. Discontinued
   Operations
   Continued

   The assets and liabilities of the discontinued operations are as follows at
May 31, 2002:

      Oil and gas properties                             $         100,000
      Property and equipment                                           908
      Prepaid expenses                                                 920
      Accounts payable                                             (37,136)
      Accrued liabilities                                          (16,147)
                                                         ------------------

                                                         $          48,545
                                                         ==================

Revenues and income from discontinued operations from the date of acquisition
to May 31, 2002 were not material.


7. Accrued
   Expenses

   Accrued expenses consist of the following at May 31, 2002:

      Accrued interest                                   $         221,508
      Litigation reserve                                           184,169
      Accrued compensation                                          65,000
      Other                                                         48,008
                                                         ------------------

                                                         $         518,685
                                                         ==================

8. Line of Credit

   The Company has a $1,500,000 line of credit agreement with a financial
institution that expires October 17, 2002.  The line of credit is secured by a
first security interest in all accounts receivable, inventory, property and
equipment, and intangible assets. At May 31, 2002 there was an outstanding
balance of $249,031. Interest is at the financial institution's prime rate
plus 3% (7.75%) and 1.25% per month on the outstanding balance.
______________________________________________________________________________
                                                                         F-13
<PAGE> 31


                      LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________


9.   Related
     Party Notes
     Payable

     Related party notes payable are comprised of the following at May 31:


                                                                  2002
                                                         ------------------

     Note payable to shareholders, secured by 245,000
     shares of LifeSmart common stock, with original
     balance of $200,000, interest payable at or
     before maturity at 12% per month and 80,000 stock
     options exercisable at $.50 per share, principal
     due in full December 2001.  (Effective annual
     interest rate of 379%)                              $         150,000

     Unsecured note payable to a shareholder with
     original balance of $142,000, interest payable at
     or before maturity in 200,000 shares of common
     stock at $.175 per share, principal due in full
     in September 2000                                              39,250


     Note payable to shareholders, secured by 210,000
     shares of LifeSmart Common Stock, with interest
     payable at or before maturity at 12% per month plus
     60,000 warrants exercisable at $.50 per share,
     principal due in full December 2001 (effective
     annual interest rate of 362%)                                 154,707

     Note payable to a shareholder with original balance
     of $250,000, secured by inventory and the stock of
     certain other shareholders, convertible at option of
     noteholder at any time at $1.10 per share, interest
     payable at or before maturity date in cash of $50,000
     plus 35,000 stock options exercisable at $1.57 per
     share, principal due in full August 2000 (effective
     interest rate of 38%)                                         189,500

______________________________________________________________________________
                                                                         F-14

<PAGE> 32


                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________

9.   Related
     Party Notes
     Payable
     Continued

     Note payable to an officer and shareholder with
     original balances of $118,000, convertible at option
     of noteholder at any time at $.50 per share plus
     35,000 stock options exercisable at $2.86 per share,
     interest payable at or before maturity date at 10%
     every six months plus 15,000 shares of common stock
     at $3.34 per share, principal due in full August 2001
     (net of unamortized discount of $25,000; effective
     annual interest rate of $120%)                                118,000

     Note payable to a shareholder with original balance
     of $66,000, unsecured, with interest payable at or
     before maturity at 6%, principal due in full February 2002      6,152

     Note payable to a shareholder, unsecured, with interest
     payable at or before maturity at 12%, principal due
     in full July 2002                                               9,000

     Notes payable to shareholders in connection with stock
     buy back, with interest payable at maturity at 6.5%,
     principal due in full in October 2001                          54,350
                                                              -------------

                                                              $    720,959
                                                              =============
10.  Commitments
     and
     Contingencies

The Company leases certain property and facilities under noncancellable
operating leases.  Future minimum rental payments required under these leases
are as follows:

                       Year Ending May 31:
                       ------------------

                               2003                          59,295
                               2004                          20,022
                                                      --------------

                                                      $      79,317
                                                      ==============

The operating lease agreement is subject to predetermined rate increases and
is renewable in accordance with the signed rental agreement.  Rent expense
under this operating lease for the years ended May 31, 2002 and 2001 was
$58,871 and $76,531, respectively.



______________________________________________________________________________

                                                                       F-15


<PAGE> 33
                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________



11. Income Taxes

    The benefit for income taxes differs from the amount computed at the
federal statutory rate as follows:


                                                      Years Ended May 31
                                                     2002           2001
                                                  ------------- -------------
            Income tax benefit at statutory rate  $  1,221,000  $    776,000
            Beneficial conversion feature              (64,000)            -
            Effect of reverse merger                   632,000             -
            Other                                      (38,000)            -
            Change in valuation allowance           (1,751,000)     (776,000)
                                                  ------------- -------------

                                                  $          -  $          -
                                                  ============= =============

    Deferred tax assets (liabilities) are as follows:

                                                                    2002
                                                               -------------
                         Net operating loss carryforwards      $  3,427,000
                         Depreciation and amortization               24,000
                         Revenue reserve                             69,000
                         Bad debt expense                            32,000
                         Stock compensation                         349,000
                         Charitable contribution carryforward         1,000
                                                               -------------

                                                                  3,902,000

                         Valuation allowance                     (3,902,000)
                                                               -------------

                                                               $          -
                                                               =============

At May 31, 2002, the Company has net operating loss carryforwards available to
offset future taxable income of approximately $9,185,000 which will begin to
expire in 2002.  The utilization of the net operating loss carryforwards is
dependent upon the tax laws in effect at the time the net operating loss
carryforwards can be utilized.

Due to uncertainties surrounding the utilization of the net operating loss
carryforwards, a valuation allowance has been established to offset the
deferred income tax asset resulting from such net operating loss
carryforwards.

______________________________________________________________________________
                                                                          F-16
<PAGE> 34

                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________



12. Related Party
    Transactions

During 2002 and 2001, the Company incurred expenses of $29,500 and $40,500,
respectively, to a relative of a director and an officer in connection with
graphic design services provided on behalf of the Company.


13. Supplemental
    Cash Flow
    Information

During the year ended May 31, 2002:

    .  The Company issued 8,079,435 shares of common stock in exchange for
       100% of the issued and outstanding shares of LifeSmart Nutrition, Inc.
       For accounting purposes the business combination is treated as a
       reverse acquisition or a recapitalization with LifeSmart Nutrition,
       Inc. being treated as the accounting acquirer.  The net assets and
       liabilities of LifeSmart Nutrition Technologies, Inc. have been
       recorded as discontinued operations.  The net assets of discontinued
       operations purchased consisted of the following:

       Advances receivable                                    $     818,253
       Oil and gas properties                                       100,000
       Property and equipment                                           909
       Accounts payable                                             (25,567)
                                                              --------------

                                                                    893,595
       Net assets purchased                                        (893,595)
                                                              --------------

       Net cash acquired in acquisition                       $           -
                                                              ==============

    .  The Company issued 1,500,000 shares of common stock as payment of debt
       of $150,000.

    .  The Company issued 150,000 shares of common stock in exchange for
       subscriptions receivable of $75,000.


______________________________________________________________________________
                                                                          F-17
<PAGE> 35

                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________


13. Supplemental
    Cash Flow
    Information
    Continued

    During the year ended May 31, 2001:

    .  The Company issued 700,000 shares of common stock in exchange for
       inventory valued at $47,302 and a subscription receivable of $302,698.

    .  The Company issued 440,000 shares of common stock to retire debt of
       $200,000 and interest payable of $20,000.

    .  The Company purchased 253,450 shares of common stock in exchange for
       notes payable of $316,813.

    Actual amounts of cash paid for:

                                                      Years Ended May 31,
                                                      2002           2001
                                                  ------------- --------------

                 Interest                         $    201,331  $     145,380
                                                  ============= ==============

                 Income taxes                     $          -  $           -
                                                  ============= ==============

14. Preferred
    Stock

The Company has authorized 10,000,000 shares of preferred stock having a $.001
par value.  The rights, terms, and preferences are to be set by the board of
directors at such time as any shares are issued.  As of May 31, 2002, no
preferred stock had been issued.


15. Stock Options
    and Stock-
    Based
    Compensation

    A summary of the stock options are as follows:
                                                                  Range of
                                                   Number of      Exercise
                                                   Options        Prices
                                                 -------------- --------------
                    Outstanding at June 1, 2000        157,500  $ .25 - 1.57
                        Granted                        986,000    .36 -  .71
                                                 -----------------------------
                    Outstanding at May 31, 2001      1,143,500    .25 - 1.57
                        Granted                      5,613,493    .25 - 1.43
                        Exercised                     (150,000)          .50
                                                 -----------------------------
                    Outstanding at May 31, 2002      6,606,993  $ .25 - 1.57
                                                 =============================

______________________________________________________________________________
                                                                         F-18

<PAGE> 36

                      LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
______________________________________________________________________________


15. Stock Options
    and Stock-
    Based
    Compensation
    Continued

The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based
Compensation.  Accordingly, no compensation cost has been recognized in the
financial statements for stock options granted to employees.  Had compensation
cost for the Company's stock option plans been determined based on the fair
value at the grant date consistent with the provisions of SFAS No. 123, the
Company's net loss and loss per share would have been as indicated below:


                                                   Years Ended May 31:
                                                  2002           2001
                                              ------------- -------------
                Net loss - as reported        $ (3,274,233) $ (2,107,021)
                Net loss - pro forma          $ (4,916,780) $ (2,436,677)
                Loss per share - as reported  $       (.35) $       (.20)
                Loss per share - pro forma    $       (.52) $       (.23)

The fair value of each option granted is estimated on the date of grant using
the Black-Scholes option pricing model with the following assumptions:

                                                          May 31
                                                ---------------------------
                                                   2002            2001
                                                ------------- -------------
                Expected dividend yield         $          -  $          -
                Expected stock price volatility          206%          197%
                Risk-free interest rate                  4.0%          7.0%
                Expected life of options          3-10 years     2-5 years
                                                ---------------------------

The weighted average fair value of options granted during 2002 and 2001 was
$.75 and $.70, respectively.

_____________________________________________________________________________
                                                                        F-19

<PAGE> 37



                       LIFESMART NUTRITION TECHNOLOGIES, INC. AND SUBSIDIARIES
                                    Notes to Consolidated Financial Statements
                                                                     Continued
____________________________________________________________________________

15. Stock Options
    and Stock-
    Based
    Compensation
    Continued

The following table summarizes information about stock options outstanding at
May 31, 2002:

<TABLE>
<CAPTION>

                               Options Outstanding              Options Exercisable
                    -----------------------------------------------------------------
                                  Weighted
                                  Average
                                  Remaining     Weighted                    Weighted
       Range of                  Contractual    Average                     Average
       Exercise       Number         Life       Exercise     Number         Exercise
       Prices        Outstanding   (Years)      Price        Exercisable    Price
       ------------- ----------- ------------- ------------ -------------- ----------
       <S>           <C>         <C>           <C>          <C>            <C>
       $  .25 -  .50   2,893,500       2.55     $      .47       2,893,500  $     .47
          .71 - 1.57   3,713,493       6.73            .74       3,713,493        .74
       ------------------------------------------------------------------------------

       $  .25 - 1.57   6,606,993       4.90     $      .62       6,606,993  $     .62
       ============= ============ ============= =========== =============== =========

</TABLE>



16. Significant
    Customers

    Approximate revenues from significant customers for the years ended May
31, are as follows:


                                                        2002          2001
                                                   ------------- -------------
                            Customer A             $  2,598,077  $    838,676
                            Customer B                  388,073             -
                            Customer C                   31,025       456,863
                            Customer D                        -        36,604
                                                   ------------- -------------
                                                   $  3,017,175  $  1,332,143
                                                   ============= =============





______________________________________________________________________________
                                                                         F-20


<PAGE> 38







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

     Effective April 11, 2002, LifeSmart decided to change its certifying
accountant from Pritchett, Siler & Hardy, P.C. ("Pritchett, Siler & Hardy") to
Tanner + Co., a firm which was already familiar with auditing the Company's
primary subsidiary, LifeSmart Nutrition, Inc.  Effective April 11, 2002,
LifeSmart dismissed Pritchett, Siler & Hardy as the independent accountant
previously engaged by LifeSmart to audit the financial statements of
LifeSmart.

     Pritchett, Siler & Hardy's reports on the financial statements of
LifeSmart for either of the past two years has not contained an adverse
opinion or disclaimer of opinion, nor has any report been modified as to
uncertainty, audit scope, or accounting principles.

     During LifeSmart's two most recent fiscal years, and any subsequent
interim period preceding the dismissal of Pritchett, Siler & Hardy, there were
no disagreements with Pritchett, Siler & Hardy, whether or not resolved, on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure.

     During LifeSmart's two most recent fiscal years and any subsequent
interim period preceding this change in certified accountants:

          (A)     Pritchett, Siler & Hardy did not advise LifeSmart that the
          internal controls necessary to develop reliable financial statements
          did not exist;

          (B)     Pritchett, Siler & Hardy did not advise LifeSmart that
          information had come to Pritchett, Siler & Hardy's attention which
          made Pritchett, Siler & Hardy unwilling to rely on management's
          representations, or unwilling to be associated with the financial
          statements prepared by management;

          (C)     Pritchett, Siler & Hardy did not advise LifeSmart that the
          scope of the audit should be expanded significantly, or that
          information had come to Pritchett, Siler & Hardy's attention that
          Pritchett, Siler & Hardy had concluded will, or if further
          investigated might, materially impact the fairness or reliability of
          a previously issued audit report or the underlying financial
          statements, or the financial statements issued or to be issued
          covering the fiscal period(s) subsequent to the date of the most
          recent audited financial statements (including information that
          might preclude the issuance of an unqualified audit report), and the
          issue was not resolved to Pritchett, Siler & Hardy's satisfaction
          prior to its resignation or dismissal.

     On April 11, 2002, the decision was made by LifeSmart to engage the
accounting firm of Tanner + Co. as the new independent accountant engaged by
LifeSmart as the principal accountant to audit LifeSmart's financial
statements.  The decision to change accountants was recommended and approved
by LifeSmart's board of directors, who decided to use the auditing firm that
had already audited the financial statements of LifeSmart's subsidiary,
LifeSmart Nutrition, Inc.  On April 11, 2002, LifeSmart engaged Tanner + Co.
as the new independent accountant engaged by LifeSmart as the principal
accountant to audit LifeSmart's financial statements.


<PAGE> 39

     During LifeSmart's two most recent fiscal years, and any subsequent
interim period prior to engaging Tanner + Co., neither LifeSmart nor someone
on its behalf consulted Tanner + Co. regarding: (i) the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on LifeSmart's financial
statements; or (ii) any matter which was the subject of a disagreement (there
were no disagreements) or event identified in Item 304(a)(1)(iv) of Regulation
S-B.


                             PART III

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

Identification of directors and executive officers
--------------------------------------------------

     The names of our executive officers and directors as of the date of this
report, and the positions held by each of them are set forth below:

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

     Darald A. Donnell               CEO, Chairman, President, COO,
                                     and Director
     Darren J. Lopez                 Executive Vice President,
                                     Director
     Dr. Melvin O. Warnecke          Vice President-Research &
                                     Development
     Raymond J. Woolston             Chief Financial Officer
     Denny Drabek                    Director
     Joseph Lake                     Director
     Mike Gursey                     Director
     Keith Mohn                      Director

The first four officers and directors named above became officers and
directors of LifeSmart Nutrition Technologies, Inc. on February 15, 2002 in
connection with the acquisition of LifeSmart Nutrition, Inc.  The Company's
former officers and directors resigned on the same date.  Denny Drabek became
a director in April 2002.  Joseph Lake, Mike Gursey and Keith Mohn became
directors in June 2002.  The term of office of each director is one year and
until his successor is elected at LifeSmart's annual shareholders meeting and
is qualified, subject to removal by the shareholders.  The term of office for
each officer 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.

     Set forth below is biographical information on LifeSmart's executive
officers and directors:

     Darald A. Donnell co-founded LifeSmart in August, 1997, and has served as
its president and COO since August 2001.  Mr. Donnell served as LifeSmart's
President of International Operations from approximately November 1997 until
August 2001.  Mr. Donnell has served as LifeSmart's CEO and Chairman since
late April 2002.  From 1980-1984 he was a District Manager for Barber Greene
Overseas, Inc., doing sales and negotiations in the international arena.  Mr.
Donnell founded PRISM, Inc., a private label brokerage company.  He started
with the NutraSweet Company in 1984 and worked there until 1990, where he
became the director for the Asia and Latin America areas.  His


<PAGE> 40

responsibilities at NutraSweet included the management of four District
Managers, a staff of fifty, and a manufacturing site in Brazil.  Since May
1996, he has served as a vice president of sales for the Holland Sweetner
Company.

     Darren J. Lopez co-founded LifeSmart in August, 1997, and has served as
LifeSmart's executive vice president since August 2001.  Mr. Lopez served as
LifeSmart's vice president of Operations from inception until August 2001.
Mr. Lopez is a certified fitness trainer and Specialist in Performance
Nutrition and was instrumental in developing LifeSmart's product line.   Mr.
Lopez has served as President of ASF, a specialty sales and marketing company
(where he handled advertising, marketing and operations).  He has also served
as Director of Operations for PPAC, a non-profit organization.

     Dr. Melvin O. Warnecke has been the Vice President for Research and
Development and Technical Services for LifeSmart since August 1997.  Prior to
joining LifeSmart, Dr. Warnecke had his own company, Warnecke Technical, Inc.,
which he started in 1994.  His company provided technical services such as
quality control to the confectionary industry.   Dr. Warnecke was the Vice
President for Technical Services from 1988 to 1994 for Brach Candy Company and
Vice President Technical Services from 1977 to 1988 for Jacob-Suchard Brach,
Inc.  Dr. Warnecke is the past Chairman of the Technical Committee of the
Chocolate Manufacturers of America.  Dr. Warnecke was inducted into the Candy
Hall of Fame at the 2001 meeting of the National Confectionary Sales
Association of America.

     Raymond J. Woolston joined LifeSmart on November 26, 2001, as CFO. Ray
has over 20 years of experience in accounting and finance. From 1981 to 1986
he worked with Kasteler & Newmann a local Salt Lake City based CPA practice,
focusing on small business tax and consulting.  From 1986 to 1988 he worked
with the Salt Lake City office of Ernst & Young, specializing in audits of
large businesses. His areas of expertise included retail, service,
manufacturing, and insurance. In 1988, Mr. Woolston joined Smith's Food & Drug
Centers, Inc. Smith's was a $3 billion regional grocery store chain with
operations in 8 western states. He remained there until August, 2001, after
which he worked as a private business consultant until November, 2001. At
Smith's Food & Drug Centers Mr. Woolston held various key finance roles
including Director of Tax & Retail Accounting from 1988 to September 1998,
V.P. Finance and CFO from September 1998 to August 2001.  During his time at
Smith's it grew from approximately $1 billion in sales to over $3 billion.
While at Smith's, he worked on a  $300 million plus funding through a
successful IPO and secondary offering. Ray graduated from the University of
Utah with a B.S. in Accounting and is a CPA, licensed in Utah.

     Denny Drabek became a member of LifeSmart's Board of Directors in April
2002.  Mr. Drabek has an extensive background of over twenty-five years in the
field of sales consulting and marketing.  For twenty of those years he was a
leader in sales for several large technology corporations and is well known in
the industry for facilitating complex sales negotiations with approximately
300 of the Fortune 500 companies.  Over the past three years as vice president
of marketing for an international investment advisory group, he was
instrumental in the development of strategic alliances necessary for another
company to launch an engineered approach to investing known as Genesis.  He is
the founder and current president of DJD International Holdings.

     Joseph Lake has served as a director since June 2002.  Mr. Lake served as
a member of the White House Staff as an Advance man for President Richard M.
Nixon from 1970-1973.  Mr. Lake co-founded the International Children's

<PAGE> 41

Miracle Network (CMN) in 1982 to raise funds for 170 non-profit children's
hospitals.  To date, CMN has raised approximately $2.1 billion in the U.S. and
Canada.  Currently Mr. Lake serves as co-chairman of the Board of Trustees of
the Larry King Cardiac Foundation.  He also serves as Chairman of iAccess
Media Entertainment, Inc.

     Mike Gursey has served as a director since June 2002.  Mr. Gursey served
as Senior Vice President of General Artists Corporation, International
Creative Management (through mergers became C.M.A. & I.C.M.).  He also served
as Vice-President of Variety Programming for C.B.S. from 1977 to 1979.  Mr.
Gursey is a co-founder of the Children's Miracle Network which to date has
raised approximately $2.1 billion in both the U.S. and Canada for children's
hospitals.

     Keith Mohn has served as a director since June 2002.  Mr. Mohn received
his BA from Miami of Ohio in 1984.  He received his CLU and ChFC certificates
from American College in 1988.  He is a managing member of Mohn Asset
Management, LLC and Mohn Financial Group, LLC with approximately $75 million
of assets under management.  From 1981 to 1997, he served as a Sales Manager
at John Hancock Mutual Life Insurance Company.  He was the leading Sales
Manager for the company in 1994.

Significant employees
---------------------

     LifeSmart has no present employees who are expected to make a significant
contribution to its business other than its current officers and directors.
It is expected that current members of management will be the only persons
whose activities will be material to the Company's operations.

Family relationships
--------------------

     There are no family relationships between any directors or executive
officers of the Company and/or the managers of its subsidiary companies, GSC
or LifeSmart Nutrition, Inc., either by blood or by marriage.

Involvement in certain legal proceedings
----------------------------------------

     During the past five years, no present or former director, person
nominated to become a director, executive officer, promoter or control person
of the Company:

          (1) was a general partner or executive officer of any business which
     filed a petition in bankruptcy or against which any bankruptcy petition
     was filed, either at the time of the bankruptcy or two years prior to
     that time;

          (2) was convicted in a criminal proceeding or named in a pending
     criminal proceeding (excluding traffic violations and other minor
     offenses);

          (3) was subject to any order, judgment or decree, not subsequently
     reversed, suspended or vacated, of any court of competent jurisdiction,
     permanently or temporarily enjoining, barring, suspending or otherwise
     limiting his involvement in any type of business, securities or banking
     activities; or

          (4) was found by a court of competent jurisdiction (in a civil
     action), the Securities and Exchange Commission or the Commodity Futures

<PAGE> 42


     Trading Commission to have violated a federal or state securities or
     commodities law, and the judgment has not been reversed, suspended or
     vacated.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
-------------------------------------------------

     Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company under Rule 16a-3(e) during the Company's most recent
fiscal year ended May 31, 2002 and Form 5 and amendments thereto furnished to
the Company with respect to the Company's most recent fiscal year ended May
31, 2002, the Company knows of no person who was a director, officer,
beneficial owner of more than ten percent of any class of equity securities of
the Company registered pursuant to Section 12 who failed to file on a timely
basis any reports required to be furnished pursuant to Section 16(a) of the
Securities Exchange Act of 1934.


                 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 persons who served as the Company's or its principal
subsidiary's chief executive officer and each of its other executive officers
that received compensation in excess of $100,000 during such period (as
determined at May 31, 2002, the end of the Company's last completed fiscal
year):

<TABLE>
<CAPTION>
                          SUMMARY COMPENSATION TABLE
                         -----------------------------
                                                         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 Compens.
------------------   ---- -------- -------  ------------ ------- --------  ------ ---------
<S>                  <C>  <C>      <C>      <C>          <C>     <C>       <C>    <C>
Darald A. Donnell    2002 $ 41,875 $  -0-      -0-         -0-   560,000    -0-     -0-
C.E.O. since 4/26/02 2001 $  -0-   $  -0-      -0-         -0-     -0-      -0-     -0-
C.O.O. & Director    2000 $  -0-   $  -0-      -0-         -0-     -0-      -0-     -0-

Richard W. Hellyer   2002 $ 41,667 $  -0-      -0-         -0-   490,000(1) -0-     -0-
C.E.O. 2/15/02 to    2001 $ 85,000 $ 50,000    -0-         -0-   420,000(1) -0-     -0-
4/20/02 & Director   2000 $ 50,000 $  -0-      -0-      280,000    -0-      -0-     -0-

Darren J. Lopez      2002 $ 85,000 $ 40,000    -0-         -0-   105,000    -0-     -0-
E.V.P. & Director    2001 $100,000 $ 50,000    -0-         -0-    52,500    -0-     -0-
                     2000 $ 85,000 $  -0-      -0-      105,000    -0-      -0-     -0-

Lee Jackson          2002 $ 36,000 $  -0-      -0-         -0-     -0-      -0-     -0-
C.E.O. of Upland     2001 $ 36,000 $  -0-      -0-         -0-     -0-      -0-     -0-
Prior to 2/15/02     2000 $ 36,000 $  -0-      -0-         -0-    50,000    -0-     -0-

</TABLE>


All share and option amounts in the table have been adjusted to reflect the
merger.
1) All options granted to Richard W. Hellyer have since been forfeited.

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 May 31, 2002, to the named executive officers of LifeSmart
Nutrition Technologies, Inc.

<PAGE> 43
<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         Expire Date
-------------- ----------------- -------------- ------------------ ------------- --------------

            <c>               <c>            <c>                <c>           <c>
Darald Donnell    560,000            100%         $0.71/share      Est. $0.71/   10 years
                                                                   Share         after grant

Richard W.        490,000(1)         100%         $0.71/share      Est. $0.71/   10 years
Hellyer                                                            Share         after grant

Darren J.         105,000            100%         $0.71/share      Est. $0.71/   10 years
Lopez                                                              Share         after grant

Raymond J.        700,000            100%         $0.71/share      Est. $0.71/   10 years
Woolston                                                           Share        after grant

(1) The options granted to Mr. Hellyer have since been forfeited.

</TABLE>


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

     None

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

     Most options granted Darald Donnell, Richard W. Hellyer, Darren J. Lopez
and/or Raymond J. Woolston were granted pursuant to the LifeSmart Nutrition,
Inc. 1999 Non-Qualified Stock Option Plan which initially reserved 2,600,000
shares for issuance under the plan. The number of shares issuable under the
plan was later increased. Options are issued under the plan at the discretion
of LifeSmart's board of directors. Options granted to Lee Jackson were granted
pursuant to Upland's 1996 Stock Option Plan which 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

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

     None

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

     Effective June 2002, directors of LifeSmart receive 100,000 shares of
LifeSmart common stock upon their appointment or election to the Board of
Directors, and they receive an option each year they serve as directors to
purchase up to 100,000 shares of LifeSmart common stock at an exercise price
to be determined by the Board of Directors each year when the options are
granted.  The options are exercisable for a period of five years.  The
directors also receive reimbursement of travel and lodging expenses incurred
in attending directors meetings.



<PAGE> 44

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

     None of LifeSmart's officers presently has a written employment contract
with the Company.  It is anticipated that LifeSmart will enter into written
employment agreements with Darald Donnell and Raymond J. Woolston, and
possibly with other important employees as determined by the board of
directors.

     Effective as of February 15, 2002, the Company granted certain
non-qualified options to Richard W. Hellyer for 910,000 shares, Darald A.
Donnell for 560,000 shares, Raymond J. Woolston for 700,000 shares, and Darren
J. Lopez for 157,500 shares in exchange for the options that they held in
LifeSmart Nutrition, Inc.  All of these options are exercisable for a period
of 10 years at the exercise price of $0.71 per share.  The options granted to
Mr. Hellyer have since been forfeited.  Each option agreement contains certain
provisions that are triggered by a change in control.  On a change-in-control,
the options become fully vested and exercisable.  Also, on a change in control
of the Company, each of the  option holders has the right to require the
Company to purchase any portion or all of the option held by him, with the
purchase price to be based on the highest price per share paid by the
party(ies) acquiring control of the Company, less the exercise price per
option share.  Additionally, if the transaction resulting in a change in
control creates any income tax liability for the option holder associated with
an exchange of his option or a purchase or buy out of his option, then the
Company shall pay to the option holder a cash payment equal to the combined
federal and state income tax liability of the option holder plus the amount
necessary for the option holder to pay all federal and state income taxes
associated with the cash payments being made in order to "gross up" all income
taxes so incurred by the option holder.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares of LifeSmart
Nutrition Technologies, Inc. common stock owned beneficially as of August 22,
2002, after giving effect to the 1 for 2 reverse split of the Company's common
stock made in connection with the February 15, 2002 acquisition of LifeSmart
Nutrition, Inc., by:

     -    each person known by us to be the beneficial owner of more than 5%
          of the outstanding shares of LifeSmart Nutrition Technologies, Inc.
          common stock;

     -    each director and executive officer; and

     -    all directors and executive officers as a group.

     Unless otherwise noted, each individual has sole voting and investment
power over the shares indicated in the table. Fractional shares are rounded to
the nearest whole number.  Applicable percentage ownership is based on
approximately 15,221,240 shares of LifeSmart common stock outstanding as of
August 22, 2002.

<PAGE> 45

                                         Amount and
                                         Nature of
Name and Address              Class of   Beneficial           Percent of
of 5% Beneficial Owner        Stock      Ownership            Class
---------------------------   ---------  -------------

Agave, Ltd.                   Common     2,050,000(1)          13.2%
11157 Snider Road
Cincinnati, Ohio 45249

Darald A. Donnell             Common     2,061,500(2)          13.1%
8 East Broadway, Suite 200
Salt Lake City, Utah 84111

Richard W. Hellyer            Common     1,179,500              7.7%
8 East Broadway, Suite 200
Salt Lake City, Utah 84111

Lee Jackson/Rodaric Group,    Common       846,308(4)           5.5%
 LLC
712 Arrowhead Lane
Murray, Utah 84107

Interpress Technologies       Common       840,000              5.5%
930 Striker Avenue
Sacramento, California 95834

Mark Peterson                 Common       851,662(5)           5.6%
440 East 400 South
Salt Lake City, Utah  84111

Executive Officers,
and Directors
-------------
Darald A. Donnell             Common     2,061,500(2)        13.1%
Darren J. Lopez               Common       376,985(6)         2.4%
Raymond J. Woolston           Common       700,000(3)         4.4%
Keith Mohn                    Common       100,000(1)         0.7%
Denny Drabek                  Common            0             0.0%
Joseph Lake                   Common            0             0.0%
Mike Gursey                   Common            0             0.0%

All Executive Officers        Common      3,238,485(7)       19.4%
and Directors as a Group
(7 persons)

(1) The 2,050,000 shares beneficially owned by Agave, Ltd. include options to
purchase up to an additional 350,000 shares exercisable at $1.00 per share for
a period of five years.

(2) The shares beneficially owned by Darald A. Donnell include options to
purchase up to 560,000 shares exercisable at $0.71 per share.

<PAGE> 47

(3) The shares beneficially owned by Raymond J. Woolston include options to
purchase up to 700,000 shares exercisable at $0.71 per share.

(4) Rodaric Group, LLC is controlled by Lee Jackson.  The Rodaric Group, LLC
owns 540,522 shares, Mr. Jackson owns an additional 4,286 shares.  The Rodaric
Group, LLC and/or Lee Jackson also have options and/or warrants to purchase
50,000 shares at $0.25 per share, 185,000 shares at $0.50 per share, and
66,500 shares at $0.71 per share.

(5) The shares beneficially owned by Mark Peterson include warrants to
purchase up to 70,000 shares exercisable at $0.71 per share.

(6) The shares beneficially owned by Darren J. Lopez include options to
purchase up to 157,500 shares exercisable at $0.71 per share.

(7) The shares beneficially owned by all of LifeSmart's executive officers and
directors, as a group, include options to purchase up to 1,417,500 shares
exercisable at $0.71 per share.

     Unless otherwise noted, all of the options included in the table above
are exercisable at $0.71 per share for a period of 5 years from the date on
which they were issued, except for the options held by present executive
officers and directors of LifeSmart Nutrition Technologies, Inc. which have a
10 year term.


     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


Related Party Transactions with LifeSmart Nutrition
--------------------------------------------------
Technologies, Inc. Prior to the Merger.
---------------------------------------

     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
issued on the same terms as shares sold to other shareholders. Prior to the
merger, the Company granted options to Lee Jackson to purchase up to 50,000
shares at $0.25 per share and up t0 125,000 shares at $0.50 per share
exercisable for 5 years.

     The Company has not had a need to rent office space during the two fiscal
years prior to acquiring LifeSmart Nutrition, Inc. on February 15, 2002.
During that time period, Lee Jackson allowed the Company to use his home as a
mailing address.  The cost was minimal and has not been recorded as an expense
of the Company.

     The Company received $200,000 in bridge loans from two shareholders of
the Company, Michael Vanderhoof and Butternut Properties.  The Company granted
warrants to purchase 150,000 shares of common stock at $1.00 as an incentive
for the loans.  The fair value of $32,971 for the warrants was expensed as
interest expense.  The Company repaid $150,000 of the loans and converted the
balance into 50,000 shares of common stock and warrants to purchase 25,000
shares of common stock at $1.00 per share.

Related Party Transactions with LifeSmart Nutrition, Inc.
---------------------------------------------------------

     The Company and/or LifeSmart Nutrition, Inc. has engaged in a number of
transactions with related parties during its last two fiscal years and

<PAGE> 48


during the current fiscal year.  Transactions involving certain related party
notes is described in the following table:


     Related
     Party Notes
     Payable


     Related party notes payable are comprised of the following at May 31:


                                                                 2002
                                                             -----------
     Note payable to shareholders, secured by 245,000
     shares of LifeSmart common stock, with original
     balance of $200,000, interest payable at or before
     maturity at 12% per month and 80,000 stock options
     exercisable at $.50 per share, principal due in
     full December 2001.  (Effective annual interest
     rate of 379%)                                           $  150,000

     Unsecured note payable to David Cannon with
     original balance of $142,000, interest payable at
     or before maturity in 200,000 shares of common
     stock at $.175 per share, principal due in full
     in September 2000                                           39,250



<PAGE> 49

     Related
     Party Notes
     Payable
     Continued

     Note payable to shareholders, secured by 210,000
     shares of LifeSmart Common Stock, with interest
     payable at or before maturity at 12% per month
     plus 60,000 warrants exercisable at $.50 per share,
     principal due in full December 2001 (effective
     annual interest rate of 362%)                              154,707

    Note payable to a shareholder with original
    balance of $250,000, secured by inventory and
    the stock of certain other shareholders,
    convertible at option of noteholder at any time
    at $1.10 per share, interest payable at or before
    maturity date in cash of $50,000 plus 35,000 stock
    options exercisable at $1.57 per share, principal
    due in full August 2000 (effective interest rate of 38%)    189,500

    Note payable to Richard W. Hellyer with balance of
    $118,000, convertible at option of noteholder at any
    time at $.50 per share plus 35,000 stock options
    exercisable at $2.86 per share, interest payable at
    or before maturity date at 10% every six months plus
    15,000 shares of common stock at $3.34 per share,
    principal due in full August 2001 (net of unamortized
    discount of $25,000; effective annual interest rate
    of $120%)                                                   118,000

    Note payable to a shareholder with original balance
    of $66,000, unsecured, with interest payable at or
    before maturity at 6%, principal due in full February
    2002                                                          6,152

    Note payable to Lee Jackson, unsecured, with interest
    payable at or before maturity at 12%, principal due
    in full July 2002                                             9,000

    Notes payable to shareholders in connection with
    stock buy back, with interest payable at maturity at
    6.5%, principal due in full in October 2001                  54,350
                                                           -------------
                                                           $    720,959
                                                           =============


    A note payable was entered into with Cannon Industries, which was secured
by accounts receivable and personally guaranteed by certain other
shareholders, with interest payable at or before maturity at 12% plus 17,500
warrants exercisable at $.71 per share.  The principal was due in full in
September 2000, and has since been repaid.

<PAID> 50

     On February 21, 2001, the Company issued a convertible note payable to an
officer and stockholder of $50,000.  The note has a conversion feature, by
which the officer may convert each dollar of the outstanding note balance to
one conversion unit, which included two shares of common stock convertible at
$.29 per share and one warrant to purchase one share of common stock at $2.86
per share. As the note was convertible at any time at the option of the note
holder, the Company recognized the beneficial conversion feature, the
difference between the conversion price and the fair market value of the stock
of $.50, as additional interest expense of $21,190.

     During the fiscal years ended May 31, 2002 and 2001, LifeSmart incurred
expenses of $29,500 and $40,500, respectively, to a relative of Darren Lopez
in connection with graphic design services provided on behalf of LifeSmart.

     During the fiscal year ended May 31, 2001, LifeSmart granted options to
Richard Hellyer and Darren Lopez, to purchase up to 420,000 shares and 52,500
shares, respectively, of LifeSmart common stock, exercisable for 5 years at
$0.71 per share, and the Company granted options to Lee Jackson to purchase up
to 17,500 shares, exercisable for 5 years at $0.71 per share.

     During the fiscal year ended May 31, 2002, LifeSmart granted options to
Richard Hellyer, Darren Lopez, Darald Donnell, and Raymond Woolston, to
purchase up to 490,000 shares, 105,000 shares, 560,000 shares, and 700,000
shares, respectively, of LifeSmart common stock, exercisable for 10 years at
$0.71 per share.  The Company also granted options to Lee Jackson to purchase
up to 49,000 shares and 60,000 shares of the Company's common stock at $0.71
per share and $0.50 per share, respectively.

     On February 15, 2002, as a result of the merger, the Company granted
options to Richard Hellyer, Darren Lopez, Darald Donnell and Ray Woolston in
exchange for the earlier options granted by LifeSmart Nutrition, Inc. during
the fiscal years ended May 31, 2002 and 2001.

     LifeSmart paid and/or reimbursed certain personal expenses incurred by
Mr. Hellyer during approximately the last four fiscal years ending May 31,
2002.  Mr. Hellyer has proposed to repay these expenses by offsetting his
loans to LifeSmart of approximately $118,000 and by paying to LifeSmart
approximately an additional $153,000.

     Agave, Ltd., an investment fund, invested $500,000 in LifeSmart common
stock in the fiscal year ended May 31, 2002.

    As part of the negotiations regarding the acquisition of LifeSmart, Lee
Jackson and Maven Properties, LLC, were granted an option, if a spin off of
GSC is not completed within one year from the date of the acquisition of
LifeSmart, to purchase GSC for $100,000.  The purchase price of GSC was
suggested by Lee Jackson and Maven Properties, LLC without any independent
verification as to the worth of GS&C.  Accordingly, this transaction may not
be considered arms length.

     The Company is considering the possibility of securing the various loans
made by Lee Jackson and /or Rodaric, LLC to the Company and its GSC subsidiary
with the Company's stock ownership of GSC.

<PAGE> 51

            ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
Number            Description
-------           -----------
 2.1              Agreement and Plan of Reorganization-
                  LifeSmart

 2.2              Amendment to Agreement and Plan of
                  Reorganization-LifeSmart

 2.3              Waiver-LifeSmart

 3.1              Articles of Incorporation and Certain
                  Related Amendments

 3.2              Amendment to Articles of Incorporation
                  dated February 12, 2002

 3.3              By-Laws

10.1              1996 Stock Option Plan and Related
                  Amendments

10.2              1999 LifeSmart Nutrition, Inc. Non-Qualified
                  Stock Option Plan adopted by the Company

21.1              List of Subsidiaries

                  *    Summaries of all exhibits contained within this
                       report are modified in their entirety by reference
                       to these Exhibits.

(b) Reports on Form 8-K

     The Company filed the following reports on Form 8-K during the last
quarter of the period covered by this report: (a) an amended Form 8-K report
was filed on May 1, 2002 which served to amend an earlier Form 8-K report
filed on February 27, 2002. The amendment added certain pro form condensed
combined financial statements under Item 7; and (b) a Form 8-K report was
filed on May 22, 2002 concerning an Item 5 disclosure which also contained a
consent filed as an Item 7 exhibit.


<PAGE> 52

                            SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                LIFESMART NUTRITION TECHNOLOGIES, INC.


                                   /S/ Darald A. Donnell
Date: August 27, 2002           By_________________________________________
                                  Darald A. Donnell, Chairman of the Board
                                  of Directors, Chief Executive Officer and
                                  Chief Operating Officer


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


                                   /s/ Darald A. Donnell
Date: August 27, 2002           By________________________________________
                                  Darald A. Donnell, Director and Chief
                                  Executive Officer


                                   /s/ Darren J. Lopez
Date: September 11, 2002        By________________________________________
                                  Darren J. Lopez, Director


                                   /s/ Raymond J. Woolston
Date: September 11, 2002        By________________________________________
                                  Raymond J. Woolston, Chief Financial
                                  Officer and Chief Accounting Officer


Date: August __, 2002           By________________________________________
                                  Denny Drabek, Director


Date: August __, 2002           By________________________________________
                                  Joseph Lake, Director

                                  /s/ Mike Gursey
Date: August 30, 2002           By________________________________________
                                  Mike Gursey, Director


                                   /s/ Keith Mohn
Date: September 5, 2002         By________________________________________
                                  Keith Mohn, Director


<PAGE> 53

                          CERTIFICATIONS


     I, Darald A. Donnell, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of LifeSmart
Nutrition Technologies, Inc.;

     2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

     3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, the results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report.


Date:  September 12, 2002            /s/ Darald A. Donnell
                                     Darald A. Donnell
                                     Chief Executive Officer


     I, Raymond J. Woolston, certify that:

     1.     I have reviewed this annual report on Form 10-KSB of LifeSmart
Nutrition Technologies, Inc.;

     2.     Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

     3.     Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, the results of operations and cash
flows of the registrant as of, and for, the periods presented in this annual
report.


Date:  September 11, 2002             /s/ Raymond J. Woolston
                                      Raymond J. Woolston
                                      Chief Financial Officer

<PAGE> 54

                          EXHIBIT INDEX

Exhibit                                                   Exhibit
Number           Description                              Location
----------       -----------                              ---------
2.1              Agreement and Plan of Reorganization-    Incorporated by
                 LifeSmart                                reference from
                                                          the Company's Form
                                                          10-K Annual Report
                                                          filed April 17,
                                                          2001 as Exhibit
                                                          2.01

2.2              Amendment to Agreement and Plan of       Incorporated by
                 Reorganization-LifeSmart                 reference from
                                                          the Company's Form
                                                          8-K Current Report
                                                          filed February 8,
                                                          2002 as Exhibit
                                                          99.01

2.3              Waiver-LifeSmart                         Incorporated by
                                                          reference from
                                                          the Company's Form
                                                          8-K Current Report
                                                          filed February 8,
                                                          2002 as Exhibit
                                                          99.02

 3.1             Articles of Incorporation and Certain    Incorporated by
                 Related Amendments                       reference from
                                                          the Company's Form
                                                          10-SB Registration
                                                          Statement filed
                                                          April 30, 1997
                                                          as Exhibit 2

 3.2             Amendment to Articles of Incorporation   Incorporated by
                 dated February 12, 2002                  reference from
                                                          the Company's Form
                                                          10-KSB Annual
                                                          Report filed April
                                                          1, 2002 as Exhibit
                                                          3.2

 3.3             By-Laws                                  Incorporated by
                                                          reference from
                                                          the Company's Form
                                                          10-SB Registration
                                                          Statement filed
                                                          April 30, 1997
                                                          as Exhibit 3

10.1             1996 Stock Option Plan and Related       Incorporated by
                 Amendments                               reference from
                                                          the Company's Form
                                                          10-SB Registration
                                                          Statement filed
                                                          April 30, 1997
                                                          as Exhibit 14

<PAGE> 55

10.2             1999 LifeSmart Nutrition, Inc. Non-      Incorporated by
                 Qualified Stock Option Plan adopted      reference from
                 by the Company                           the Company's Form
                                                          10-KSB Annual Report
                                                          filed April 1, 2002
                                                          as Exhibit 10.2

21.1             List of Subsidiaries                     Incorporated by
                                                          reference from
                                                          the Company's Form
                                                          10-KSB Annual Report
                                                          filed April 1, 2002
                                                          21.1