<PAGE> 1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                FORM 10-QSB/A
                               Amendment No. 1

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934

        For the quarterly period ended: June 30, 2001

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OF 1934

                   Commission File Number:  0-22497

                      UPLAND ENERGY CORPORATION
             -----------------------------------------------
      (Exact name of small business issuer as specified in its charter)

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

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

                                (801) 281-4966
                        -------------------------------
                           (Issuer telephone number)

     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 [ ]     Yes [X]  No  [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 8,738,592 shares of its
$0.001 par value common stock as of August 31, 2001.

     Transitional Small Business Disclosure Format (check one)  Yes  [  ]  No
[X]

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                        PART I FINANCIAL INFORMATION

                        ITEM 1.  FINANCIAL STATEMENTS

                          UPLAND ENERGY CORPORATION
                            FINANCIAL STATEMENTS
                                (UNAUDITED)


     The financial statements for the quarter ended June 30, 2001, included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted.  However, in the opinion of management, all adjustments
(which include only normal recurring accruals) necessary to present fairly the
financial position and results of operations for the periods presented have
been made.  These financial statements should be read in conjunction with the
accompanying notes, and with the historical financial information of the
Company.
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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
               UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                   ASSETS

                                           June 30,   December 31,
                                             2001         2000
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                   $     5,569  $    37,684
  Oil revenue receivable                      16,921       14,977
  Loan receivable                             25,000            -
                                         ___________  ___________
          Total Current Assets                47,490       52,661

PROPERTY AND EQUIPMENT, net                    1,395        2,057

OIL  AND GAS PROPERTIES, net held
  for resale                                 100,000      364,480

OTHER ASSETS:
  Advance to Lifesmart Nutrition, Inc.       818,253            -
                                         ___________  ___________
                                         $   967,138  $   419,198
                                         ___________  ___________

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                       $    21,894  $    34,601
  Other accrued liabilities                    6,400        6,400
                                         ___________  ___________
         Total Current Liabilities            28,294       41,001
                                         ___________  ___________
STOCKHOLDERS' EQUITY:
  Common stock; $.001 par value,
    50,000,000 shares authorized,
    8,738,592 and 4,993,592
    shares issued and outstanding
    at 2001 and
    2000,  respectively                        8,739        4,994
  Capital in excess of par value           3,340,485    2,511,869
  Retained deficit                       (2,410,380)  (2,138,666)
                                         ___________  ___________

          Total Stockholders' Equity         938,844      378,197
                                         ___________  ___________
                                         $   967,138  $   419,198
                                         ___________  ___________

Note:  The consolidated balance sheet at December 31, 2000 was taken from
    the audited financial statements at that date and condensed.

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



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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                      For the Three       For the Six
                                      Months Ended       Months Ended
                                         June 30,           June 30,
                                   __________________  __________________
                                     2001      2000      2001       2000
                                   ________  ________  _________  ________
REVENUE:                           $ 65,938  $ 42,422  $ 133,161  $ 74,757
                                   ________  ________  _________  ________

EXPENSES:
  Cost of production                 32,039    24,059     80,198    43,890
  Depreciation, depletion and
    amortization                     11,401     6,637     22,278    17,444
  Dryhole, and exploration costs          -         -          -         -
  General and administrative costs   24,007    18,701     53,940    37,709
  Loss on impairment of oil and
    gas properties                        -         -    242,565         -
                                   ________  ________  _________  ________
          Total Expenses             67,447    49,397    398,981    99,043
                                   ________  ________  _________  ________
LOSS FROM OPERATIONS                 (1,509)   (6,975)  (265,820)  (24,286)

OTHER EXPENSE:
  Interest expense                   (3,856)        -     (5,894)        -
                                   ________  ________  _________  ________

(LOSS) BEFORE INCOME TAXES           (5,365)   (6,975)  (271,714)  (24,286)

CURRENT TAX EXPENSE                       -         -          -         -

DEFERRED TAX EXPENSE                      -         -          -         -

                                   ________  ________  _________  ________
NET (LOSS)                         $ (5,365) $ (6,975) $(271,714) $(24,286)
                                   ________  ________  _________  ________

LOSS PER COMMON SHARE              $   (.00) $   (.00) $    (.05) $   (.01)
                                   ________  ________  _________  ________




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





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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                          For the Six
                                                          Months Ended
                                                            June 30,
                                                    _________________________
                                                        2001          2000
                                                    ___________   ___________
Cash Flows From Operating Activities:
  Net loss                                          $  (271,714)  $   (24,286)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
   Depreciation, depletion and amortization              22,577        17,444
   Estimated loss on disposal of oil and
    gas operations                                      242,565             -
   Changes in assets and liabilities:
     (Increase) decrease in oil revenue
       receivable                                        (1,944)       14,879
     Increase (decrease) in accounts
       payable                                            5,293          (946)
     Decrease in other accrued liabilities                    -       (12,500)
                                                    ___________   ___________
      Net Cash (Used) by Operating
         Activities                                      (3,223)       (5,409)
                                                    ___________   ___________
Cash Flows From Investing Activities:
  Purchase of oil and gas properties                          -       (50,000)
  Payments for loan receivable                          (25,000)            -
  Advances to Lifesmart Nutrition, Inc.                (818,253)            -
                                                    ___________   ___________
      Net Cash (Used) by Investing Activities          (843,253)      (50,000)
                                                    ___________   ___________
Cash Flows From Financing Activities:
  Proceeds from notes payable                           200,000             -
  Payments on notes payable                            (150,000)            -
  Proceeds from sale of common stock                    868,251        50,000
  Stock offering costs                                 (103,890)            -
                                                    ___________   ___________
      Net Cash Provided by Financing Activities         814,361        50,000
                                                    ___________   ___________
Net Increase (Decrease) in Cash                         (32,115)       (5,409)
Cash at Beginning of Period                              37,684        18,183
                                                    ___________   ___________
Cash at End of Period                               $     5,569   $    12,774
                                                    ___________   ___________

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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             [continued]

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for
  Interest                                          $     5,894   $         -
  Income taxes                                      $         -   $         -

Supplemental Disclosure of Noncash Investing and Financing Activities:

  For the six months ended June 30, 2001:
     The  Company issued 272,000 shares of common stock for debt  relief  of
     $68,000, or $.25 per share.

  For the six months ended June 30, 2000:
     None


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



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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

  Condensed  Financial  Statements - The accompanying  financial  statements
  have  been  prepared  by the Company without audit.   In  the  opinion  of
  management,   all   adjustments  (which  include  only  normal   recurring
  adjustments)  necessary to present fairly the financial position,  results
  of  operations  and  cash  flows at June 30,  2001  and  for  all  periods
  presented have been made.

  Certain   information  and  footnote  disclosure  normally   included   in
  financial  statements  prepared  in  accordance  with  generally  accepted
  accounting  principles have been condensed or omitted.   It  is  suggested
  that these condensed financial statements be read in conjunction with  the
  financial statements and notes thereto included in the Company's  December
  31,  2000 audited financial statements. The results or operations for  the
  period  ended  June  30,  2001  are  not  necessarily  indicative  of  the
  operating results for the full year.

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

  Stock  Offering  Costs  - Costs related to proposed  stock  offerings  are
  deferred  and are offset against the proceeds of the offering  in  capital
  in  excess  of  par value. In the event a stock offering is  unsuccessful,
  the  costs  related  to  the  offering will  be  written-off  directly  to
  expense.

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

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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

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

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

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

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

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

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

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

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

     e.Costs  of  oil and gas properties are periodically  assessed  for
       realization in accordance with SFAS 121, and if the carrying value of
       the properties exceeds the recoverable value the properties are deemed
       to be impaired and the carrying value of the properties are reduced and
       a loss is recognized.  The recoverable value of assets is the sum of
    the expected future undiscounted future cash flows.

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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

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

  Income  Taxes  - The Company accounts for income taxes in accordance  with
  Statement  of  Financial  Accounting Standards No.  109,  "Accounting  for
  Income  Taxes."   This statement requires an asset and liability  approach
  for accounting for income taxes [See Note 8].

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

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

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

NOTE 2 - PROPOSED BUSINESS ACQUISITION

  On  March  19,  2001,  the  Company  entered  an  agreement  and  plan  of
  reorganization  with  Lifesmart Nutrition, Inc.  If  completed,  Lifesmart
  will be the surviving entity.  The closing of the agreement is subject  to
  shareholder  approval  and other conditions being  met  and  is  currently
  expected  to  be  completed in August of 2001. Final consummation  of  the
  proposed reorganization is not guaranteed.

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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - PROPOSED BUSINESS ACQUISITION [Continued]

  Each  Lifesmart  share outstanding on the effective  date  of  the  merger
  shall  be  converted into seven tenths of one Upland share.   A  total  of
  7,897,785   shares  of  common  stock  are  estimated  to  be  issued   to
  shareholders of Lifesmart Nutrition, Inc.
  Prior  to the closing of this agreement, Upland shall effect a one-for-two
  reverse stock split.

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

  The  agreement  also  stated that the Company was to raise  a  minimum  of
  $500,000  in  a  private offering.  All proceeds are  to  be  invested  in
  Lifesmart Nutrition, Inc.

  During  the six months ended June 30, 2001, the Company raised the minimum
  private  offering through the sale of 3,673,000 common shares and  918,253
  warrants to purchase common stock at $.25 per share for  $868,251 in  cash
  and  the  conversion of  $50,000  in notes payable.   The  proceeds net of
  offering cost of $103,890 were advanced the to Lifesmart Nutrition, Inc.

  Loan  receivable  -  On  June  29,  2001,  the  Company  loaned  Lifesmart
  Nutrition, Inc. $25,000.  The loan bears no interest and is due  in  sixty
  days.

NOTE 3 - IMPAIRMENT LOSS

  During  March  2001,  the Company agreed to pursue a business  acquisition
  (See  Note  2)  and  determined to spin-off or sell its subsidiary  (GS&C)
  along  with  all  its oil and gas operations. The oil and  gas  production
  properties,  equipment,  and  all  rights  related  to  the  oil  and  gas
  production,  shall  be  transferred from Upland to  GS&C.   If  Upland  is
  unable  to  complete  this spin-off within twelve months  of  closing  its
  business  acquisition,  Lee  Jackson  and  Maven  Properties,  LLC.  shall
  jointly have the right or option, for a period of sixty days from the  end
  of  the twelve-month period, to buy GS&C along with its oil and gas assets
  for  $100,000.  Accordingly, the Company has reduced the carrying value of
  its  oil and gas properties to  $100,000 and recorded a loss on impairment
  of $242,565 on the oil and gas properties.





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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - OIL AND GAS PROPERTIES

  Upon  placing oil and gas properties and production equipment in use,  the
  unit-of-production  method, based upon estimates of proven  developed  and
  undeveloped  reserves,  is  used in the computation  of  depreciation  and
  depletion.   For the six months ended June 30, 2001 and 2000, the  Company
  recorded  depletion, depreciation and amortization expense of $21,915  and
  $17,120, respectively.

  The Company's oil and gas leases have terms of three to five years and  do
  not  provide  for  any minimum lease payments.  The  leases  are  held  by
  production  and  are  renewable  by  the  Company  so  long  as  there  is
  production.

NOTE 5 - COMMON STOCK TRANSACTIONS

  Private  Placement - In March 2001, the Company entered an  agreement  and
  plan  of  reorganization  with Lifesmart Nutrition,  Inc.   The  agreement
  stated that the Company would raise a minimum of $500,000 in equity  prior
  to  the  closing of the agreement.  The Company has completed  a   private
  offering of 918,2501,350,000 units.  Each unit consists  of   four  shares
  of common stock at $.25 per share and one warrant to purchase  one   share
  of common stock at $.50 per share.  At June 30,  2001,  the   Company  had
  issued  3,673,000  shares  of  common  stock  for  $868,251  in  cash  and
  $50,000  in  debt  relief,  or $.25 per share  as  part  of  this  private
  offering.   The  Company has paid $103,890 in stock offering  costs  which
  has been offset against the proceeds.

  In  February  2001, the Company issued 72,000 shares of common  stock  for
  debt relief of $18,000 accrued at December 31, 2000, or $.25 per share.

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

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

  Warrants  -  From March through June 2001, the Company issued warrants  to
  purchase  918,250 shares of common stock at $.50 per share as  part  of  a
  private offering.

  In  February  2001,  the Company issued two warrants to  purchase  300,000
  post-split shares of common stock at $.50 per share.  These warrants  were
  issued in connection with $200,000 proceeds of notes payable.

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

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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS [CONTINUED]

  Stock  Options  - The Company applies APB Option No. 25 in accounting  for
  its  options granted under the employment agreements.  Compensation of  $0
  and  $0 was recorded in 2001 and 2000, respectively.  The Corporation  has
  adopted   the   disclosure-only  provisions  of  Statement  of   Financial
  Accounting  Standards No. 123, "Accounting for Stock-Based  Compensation."
  The  effect  on  net  income from the adoption of Statement  of  Financial
  Accounting  Standards  No. 123 "Accounting for Stock  Based  Compensation"
  are the same.

  At  June 30, 2001, the Company had options outstanding to purchase 155,000
  shares  of  common stock at $1.28 per share.  No options  were  exercised,
  expired, or forfeited during the six months ended June 30, 2001.

NOTE 6 -LOSS PER SHARE

  The  following data show the amounts used in computing loss per share  and
  the  effect  on  income  and  the weighted average  number  of  shares  of
  dilutive potential common stock for the:

                                   For the Three          For the Six
                                    Months Ended          Months Ended
                                      June 30,              June 30,
                                 ____________________  ____________________
                                    2001       2000       2001      2000
                                 _________  _________  _________  _________
 Net gain (loss) available to
   common shareholders           $(5,365)  $  (6,975) $(271,714) $ (24,286)
                                 _________  _________  _________  _________
  Weighted average number of
     common shares outstanding   6,544,284  4,532,159  5,795,365  4,499,192
                                 _________  _________  _________  _________

  Dilutive earnings per share was not presented, as its effect was anti-
  dilutive for the periods ended June 30, 2001 and 2000.

NOTE 7 - GOING CONCERN

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



<PAGE> 13

                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting Standards ("SFAS") No. 109, "Accounting  for  Income
  Taxes".   SFAS  109  requires the Company to provide a  net  deferred  tax
  asset or liability equal to the expected future tax benefit or expense  of
  temporary  reporting differences between book and tax accounting  and  any
  available  operating loss or tax credit carryforwards.  At June  30,  2001
  and  December  31,  2000,  the  total  of  all  deferred  tax  assets  was
  approximately  $962,000 and $957,000 and the total  of  the  deferred  tax
  liabilities  was approximately $109,000 and $115,000.  The amount  of  and
  ultimate  realization  of the benefits from the deferred  tax  assets  for
  income  tax  purposes is dependent, in part, upon the  tax  laws  then  in
  effect,  the  Company's  future earnings, and  other  future  events,  the
  effects  of  which  cannot  presently  be  determined.   Because  of   the
  uncertainty  surrounding the realization of the deferred tax  assets,  the
  Company  has  established a valuation allowance of approximately  $853,000
  and  $842,000  as of June 30, 2001 and December 31, 2000, which  has  been
  offset  against  the  deferred  tax  assets.   The  net  increase  in  the
  valuation  allowance during the periods ended June 30, 2001  and  December
  31, 2000 amounted to approximately $11,000 and $7,000, respectively.

  As  of  June  30,  2001,  the  Company has net tax  operating  loss  [NOL]
  carryforwards  available to offset its future income tax  liability.   The
  NOL  carryforwards have been used to offset deferred taxes  for  financial
  reporting  purposes.   The  Company  has  federal  NOL  carryforwards   of
  approximately $2,600,000 that expire in various years through 2021.


NOTE 9 - RELATED PARTY TRANSACTIONS

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

  Warrants  -  The Company received $200,000 in proceeds from notes  payable
  from  two  shareholders.  The two shareholders were  granted  warrants  to
  each  purchase  150,000 shares of common stock at $.50  per  share  as  an
  incentative.

NOTE 10 - CONTINGENCIES

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

<PAGE>
<PAGE> 14

                  UPLAND ENERGY CORPORATION AND SUBSIDIARY
       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - COMMITMENTS AND AGREEMENTS

  Consulting  Agreement  -  During July 2000, the  Company  entered  into  a
  consulting  agreement  with a stockholder to provide  consulting  services
  regarding  development of new business opportunities at $3,000 per  month.
  The  agreement  was  terminated on December 31, 2000, at  which  time  the
  Company had accrued $18,000 in unpaid consulting fees.  In February  2001,
  the Company issued 72,000 shares of common stock to satisfy this debt.

  Employment Agreement - During November 1998, the Company entered  into  an
  employment  agreement with the Company's president.  The president  serves
  on  a  month-to-month basis and receives a salary of $3,000 per month that
  can be paid in cash or stock at market value.

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

NOTE 12 - CONCENTRATION OF CREDIT RISKS

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

<PAGE>
<PAGE> 15

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

General
---------

     Upland Energy Corporation, a Utah corporation (the "Company")is engaged
in the business of exploring for and developing oil and gas reserves.  Upland
has one wholly owned subsidiary GS&C, Inc., a Nevada corporation which also is
engaged in oil and gas exploration.  Unless otherwise indicated, GS&C and
Upland are collectively referred to herein as the "Company."

     The Company operations are located in southern Kansas where it has an oil
and gas field called the Hittle Field.  The Company has been producing oil
from this field which it operates through Pace Exploration.  The Company has
reduced further exploration because of financial constraints and does not
anticipate further exploration or drilling unless it raises additional
capital.

     The Company has entered into an agreement and plan or reorganization with
Lifesmart Nutrition, Inc., which will result in the Company changing its focus
from the oil and gas industry to the nutritional supplement products such as
creatine and calcium.  Under the terms of the proposed reorganization
agreement, Lifesmart's management will assume control over the operations of
the Company and the business focus of the Company will become that of
Lifesmart.  As part of the proposed reorganization, the Company will reverse
split its common stock on a 2 to 1 basis reducing its outstanding stock from
78,738,592 to 4,369,296 prior to the reorganization.  The Company will issue
to the shareholders of Lifesmart 7,897,785 post reverse split shares for all
of the issued and outstanding shares of Lifesmart.

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

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

<PAGE>
<PAGE> 16

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



     At June 30, 2001, Upland had assets of $967,138, which included an
advance to LifeSmart of $818,253.  Upland had current assets of only $47,490
with current liabilities of $28,294 resulting in working capital of $19,196.
Since the reorganization agreement with LifeSmart was entered, all monies
raised have been used to fund LifeSmart's operation with only ongoing revenue
used to support the oil and gas operations.

     Upland's only oil field now consist of the Hittle Field.  Although, the
Hittle Field has reached a point were it does not cost Upland money to run, it
does not produce enough revenue to allow Upland to continue to pursue other
exploration opportunities or drill further wells on the Hittle Field.

     Accordingly, Upland will have to seek additional funding if it intends to
engage in further drilling efforts.  The financial position of Upland creates
a situation where the only viable means of additional capital is from existing
principal shareholders who have not yet committed to provide any funding for
Upland.  After entering into the agreement with LifeSmart, Upland wrote its
oil and gas properties down to $100,000 reflecting the price which the
properties could be bought for if GS&C is not spun off.

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

     During March 2001, Upland agreed to pursue a business acquisition and
determined to spin-off or sell its subsidiary (GS&C) along with all its oil
and gas operations. The oil and gas production properties, equipment, and all
rights related to the oil and gas production, shall be transferred from Upland
to GS&C.  If Upland is unable to complete this spin-off within twelve months
of closing its business acquisition, Lee Jackson and Maven Properties, LLC.
shall jointly have the right or option, for a period of sixty days from the
end of the twelve-month period from the closing of the transaction with
LifeSmart, to buy GS&C along with its oil and gas assets for $100,000.
Accordingly, Upland has recorded a loss on impairment of $253,923 on the oil
and gas properties.

     For the quarter ended June 30, 2001, Upland's oil and gas operations had
a loss of $1,509 on revenue of $65,938.  For the six months ended June 30,
2001, the loss reflected the loss on impairment of oil and gas properties and
resulted in a loss from operations of $265,820.  The net loss for the three
and six months ended June 30, 2001, was $5,365 and $271,714, respectively.
General and administrative expenses increased for the quarter as a result of
the need to hire attorneys and accountants to assist in the LifeSmart
transaction.

     Future results of operations will depend on the outcome of the LifeSmart
acquisition.  If the LifeSmart acquisition is closed, future operating results
will depend more on LifeSmart's business than on Upland's current operations.


<PAGE>
<PAGE> 17

                      PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company has settled all of its outstanding litigation matters.

ITEM 2.  CHANGES IN SECURITIES

          None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          None

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

          None

ITEM 5.  OTHER INFORMATION

          None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)   Exhibits
           --------


SEC Ref No.     Exhibit No.     Title of Document             Location
-----------     -----------     -----------------             --------
10              10.1            Extension to Reorganization
                                Agreement                     10QSB-
                                                               June 30, 2001


     (b)    Reports on From 8-K.
            --------------------

            None

<PAGE>
<PAGE> 18

                             SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                     UPLAND ENERGY CORPORATION


Dated: October 8, 2001              By: /s/
                                      ------------------------------------
                                      Lee Jackson, President and Principal
                                      Accounting and Chief Financial Officer