<PAGE> 1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                FORM 10-QSB/A
                               Amendment No. 2

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

        For the quarterly period ended: March 31, 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: 5,065,592 shares of its
$0.001 par value common stock as of May 17, 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 March 31, 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


                                          March 31,   December 31,
                                             2001         2000
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $   30,277   $   37,684
  Oil revenue receivable                      17,516       14,977
                                         ___________  ___________
          Total Current Assets                47,793       52,661

PROPERTY AND EQUIPMENT, net                    1,737        2,057

ASSETS OF DISCONTINUED OIL AND
  GAS OPERATIONS, net                        100,000      364,480

OTHER ASSETS:
  Advance to Lifesmart Nutrition, Inc.       225,000            -
                                         ___________  ___________
                                          $  374,530   $  419,198
                                         ___________  ___________

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        $   22,602   $   34,601
  Notes payable                              200,000            -
  Other accrued liabilities                    8,438        6,400
                                         ___________  ___________
         Total Current Liabilities           231,040       41,001
                                         ___________  ___________

STOCKHOLDERS' EQUITY:
  Common stock; $.001 par value,
    50,000,000 shares authorized,
    5,165,592 and 4,993,592 shares
    issued and outstanding at
    2001 and 2000                              5,166        4,994
  Capital in excess of par value           2,554,697    2,511,869
  Retained deficit                        (2,416,373)  (2,138,666)
                                         ___________  ___________
          Total Stockholders' Equity         143,490      378,197
                                         ___________  ___________
                                          $  374,530   $  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
                                               Months Ended
                                                March 31,
                                        _________________________
                                            2001          2000
                                        ___________   ___________
REVENUE:
 Oil sales                               $   67,223    $   32,335
                                        ___________   ___________
          Total Revenue                      67,223        32,335
                                        ___________   ___________

EXPENSES:
  Production expense                         48,159        19,831
  Depreciation, depletion and
    amortization                             10,877        10,807
  General and administrative costs           29,933        19,008
  Loss on impairment                        253,923             -
                                        ___________   ___________
          Total Expenses                    342,892        49,646
                                        ___________   ___________
LOSS FROM OPERATING ACTIVITIES             (275,669)      (17,311)

OTHER EXPENSE:
  Interest expense                           (2,038)            -
                                        ___________   ___________
LOSS BEFORE INCOME TAXES                   (277,707)      (17,311)

CURRENT TAX EXPENSE                               -             -

DEFERRED TAX EXPENSE                              -             -
                                        ___________   ___________
NET LOSS                                 $ (277,707)   $  (17,311)
                                        ___________   ___________

LOSS PER COMMON SHARE                    $     (.06)   $     (.00)
                                        ___________   ___________





  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


                       Net Increase (Decrease) in Cash

                                                      For the Three
                                                       Months Ended
                                                        March 31,
                                                _________________________
                                                    2001          2000
                                                ___________   ___________
Cash Flows From Operating Activities:
  Net loss                                      $  (277,707)  $   (17,311)
  Adjustments to reconcile net income (loss) to
    net cash used in operating activities:
   Depreciation, depletion and amortization          10,877        10,807
   Estimated loss on impairment                     253,923             -
   Non-cash expenses                                      -             -
Changes in assets and liabilities:
     Decrease in oil revenue receivable              (2,539)       14,879
     (Decrease) in accounts payable                   6,001          (946)
     Increase  in other accrued liabilities           2,038             -
                                                ___________   ___________
      Net Cash Provided (Used) by
        Operating Activities                         (7,407)        7,429
                                                ___________   ___________
Cash Flows From Investing Activities:
   Increase in other assets                        (225,000)            -
                                                ___________   ___________
      Net Cash (Used) by Investing
        Activities                                 (225,000)            -
                                                ___________   ___________
Cash Flows From Financing Activities:
  Proceeds from notes payable                       200,000             -
  Proceeds from sale of common stock                 25,000             -
                                                ___________   ___________
      Net Cash Provided by Financing
        Activities                                  225,000             -
                                                ___________   ___________
Net Increase (Decrease) in Cash                      (7,407)        7,429

Cash at Beginning of Period                          37,684        18,183
                                                ___________   ___________
Cash at End of Period                           $    30,277   $    25,612
                                                ___________   ___________







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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY

          UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                         Increase (Decrease) in Cash

                                 [CONTINUED]

                                              For the Three
                                               Months Ended
                                                March 31,
                                           _________________________
                                              2001          2000
                                           ___________   ___________
Supplemental Disclosures of Cash
   Flow Information:
  Cash paid during the three-month
    period ended March 31
         Interest                          $         -   $         -
         Income taxes                      $         -   $         -

Supplemental Disclosure of Noncash Investing and Financing Activities:
  For the three-months ended March 31, 2001:
     The  Company  issued 72,000 shares of common stock for debt  relief  of
     $18,000, or $.25 per share.

  For the three-months ended March 31, 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.

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

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

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

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

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

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

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

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                       UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     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.

  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.

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

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

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

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

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

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

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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  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 expected to  be
  completed   in   May  of  2001.  Final  consummation   of   the   proposed
  reorganization is not guaranteed.

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

  As  part  of  the  merger, Upland shall prepare and  file  a  registration
  statement   to  spin  off  or  transfer  its  ownership  in   GS&C.    The
  shareholders  of Upland prior to merger, shall receive 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.  Net proceeds are  to  be  invested  in
  Lifesmart Nutrition, Inc.

  During  the  three months ended March 31, 2001, the Company  had  received
  $25,000  in  proceeds from sale of its common stock and had  advanced  the
  $25,000  to Lifesmart Nutrition, Inc.  The Company also received  $200,000
  in  notes  payable  proceeds  which  the  Company  has  also  advanced  to
  Lifesmart Nutrition, Inc.

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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - LOSS ON IMPAIRMENT

  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 $253,923 on the oil and gas properties.

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  three month ended March  31,  2001  and  2000,  the
  Company recorded depletion of $9,222 and $10,685, 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.

  During  March 2001, the Company has reduced the carrying value of its  oil
  and  gas  properties  to  $100,000 and recorded a loss  on  impairment  of
  $253,923 on the oil and gas properties [See Note 3].

  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.

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 commenced  a  private
  offering  of 750,000 units.  Each unit consisted of four shares of  common
  stock  at  $.25 per share and one warrant to purchase one share of  common
  stock  at  $.50  per  share.  In March 2001, the  Company  issued  100,000
  shares  of  common stock for $25,000 cash, or $.25 per share  as  part  of
  this private offering.

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                  UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS [Continued]

  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.

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

  Warrants - During February and March 2001, the Company issued warrants  to
  purchase  25,000 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.

  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.

<PAGE>
<PAGE> 12



                  UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS [Continued]

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

  At  March  31,  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 three months ended  March  31,
  2001.

NOTE 6 - EARNINGS (LOSS) PER SHARE

  The  following data show the amounts used in computing earnings (loss) per
  share  and the effect on income and the weighted average number of  shares
  of  dilutive potential common stock for the three months ended  March  31,
  2001 and 2000:

                                          2001       2000
                                       _________  _________
  Income (loss) from continuing
     operations available
     to common stockholders
     used in earnings (loss)
     per share (Numerator)             $(277,707) $  17,311
                                       _________  _________
  Weighted average number of
     common shares used in
     earnings (loss) per share
     outstanding during the
     period                            5,006,925  4,499,192
       (Denominator)
                                       _________  _________

  Dilutive  earnings per share was not presented, as its  effect  was  anti-
  dilutive for the three months ended March 31, 2001 and 2000.

<PAGE>
<PAGE> 13

                  UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES

  The  Company  accounts for income taxes in accordance  with  Statement  of
  Financial  Accounting Standards No. 109 Accounting for Income Taxes  [FASB
  109].   FASB 109 requires the Company to provide a net deferred tax  asset
  or  liability  equal  to  the expected future tax benefit  or  expense  of
  temporary  reporting differences between book and tax accounting  and  any
  available operating loss or tax credit carryforwards.  At March  31,  2001
  and  December 31, 2000, the total of all deferred tax assets was  $963,104
  and  $957,109  and the total of the deferred tax liabilities was  $112,426
  and  $115,261.   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 $850,678 and $841,848 as of March 31, 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  March  31,
  2001  and  December 31, 2000 amounted to approximately $8,800 and  $7,300,
  respectively.

  As  of  March  31,  2000,  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  $2,603,000 that expire in various years  between  2002  and
  2021.

NOTE 8 - RELATED PARTY TRANSACTIONS

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

  Notes  Payable  and Warrants - The Company received $200,000  in  proceeds
  from  notes  payable  from two shareholders.   [See  Note  9  ]   The  two
  shareholders  were  granted warrants to each purchase  150,000  shares  of
  common stock at $.50 per share. [See Note 5]

NOTE 9 - NOTES PAYABLE

  In  February  2001,  the Company received $100,000  in  convertible  notes
  payable  from  two shareholders of the Company, for a total  of  $200,000.
  The  notes  have  a three-month term bearing eight percent interest  rate.
  Each  note  is  accompanied  by  warrants to purchase  150,000  post-split
  shares  of  common stock at $.50 per share.  The warrants  carry  a  three
  year  term.  At March 31, 2001, the Company had accrued $2,038 in interest
  payable associated with those notes payable.  Subsequent to March 2001,  a
  total  of  $50,000 of these notes was converted to units of  common  stock
  and the remainder of the notes was paid in full.

<PAGE>
<PAGE> 14

                  UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

NOTE 11 - COMMITMENTS AND AGREEMENTS

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

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

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

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

<PAGE>
<PAGE> 15

                  UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - GOING CONCERN

  The  accompanying  financial statements have been prepared  in  conformity
  with   generally   accepted   accounting  principles   which   contemplate
  continuation of the Company as a going concern.  However, the Company  has
  incurred  significant operating losses the past few years.   Further,  the
  Company  has current liabilities in excess of current assets at March  31,
  2001.   These  factors raise substantial doubt about the  ability  of  the
  Company  to  continue as a going concern.  In this regard,  management  is
  proposing   to  raise  additional  funds  through  loans  and/or   through
  additional  sales of its common stock and/or sale of non-profitable  wells
  which  funds  will be used to assist in establishing on-going  operations.
  There is no assurance that the Company will be successful in raising  this
  additional  capital  or  achieving profitable operations.   The  financial
  statements  do  not include any adjustments that might result  from  these
  uncertainties.

NOTE 14 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

  The  previously  issued  March  31, 2001 financial  statements  have  been
  restated to reflect an impairment write down of the Company's oil and  gas
  properties  [See  Note  3].   The net effect  of  this  adjustment  is  to
  increase the loss from operations by $253,923.

NOTE 15 - SUBSEQUENT EVENTS

  Other  Assets  -  Subsequent to March 31, 2001, the  Company  advanced  an
  additional $275,000 to Lifesmart Nutrition, Inc.

  Notes  Payable - In April and May 2001, the Company received  $275,000  in
  proceeds from convertible notes payable.  The notes are convertible at  $1
  per  unit.   Each  unit  consists of four shares of  common  stock  and  a
  warrant to purchase one share of common stock at $.50 per share.   All  of
  these notes were subsequently  paid in full or converted to common stock.

  Private  Stock Offering - Subsequent to March 31, 2001 the Company  issued
  3,673,000 common shares and 918,250 warrants to purchase common shares  at
  $.50  per share for gross proceeds of $868,250 and conversion of a $50,000
  of  notes  payable  under  a completed private stock  offering.   Offering
  costs  in connection with the private offering amounted to $103,890.   The
  proceeds  were  used to repay notes payable of 150,000  and  the  $664,360
  remainder  was  advanced  to  Lifesmart Nutrition,  Inc.   These  advanced
  satisfied the conditions under the merger to raise a minimum of $500,000.


<PAGE>
<PAGE> 16

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
5,165,592 to 2,532,796 prior to the reorganization.  The Company will issue to
the shareholders of Lifesmart 7,897,785 post reverse split shares for all of
the issued and outstanding shares of Lifesmart.

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

     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> 17

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

     At March 31, 2001, Upland had assets of $374,530, which included an
advance to LifeSmart of $225,000.  The Company had current assets of only
$47,793 with current liabilities of $231,040 resulting in a negative working
capital of $183,247.  The current liabilities include $200,000 in notes from
shareholders to help fund the amounts loaned LifeSmart.  Exclusive of the
$200,000 notes, Upland's other current liabilities where only $31,040 which is
an improvement from prior quarters.  Upland will have to raise additional
capital, however, to pay for the notes which funded LifeSmart.  Upland is
hopeful once the LifeSmart transaction is closed, we will be able to raise the
additional funds.

     The Company's only oil field now consist of the Hittle Field.  Although,
the Hittle Field has reached a point were it does not cost the Company money
to run, it does not produce enough revenue to allow the Company to continue to
pursue other exploration opportunities or drill further wells on the Hittle
Field.  Accordingly, the Company will have to seek additional funding if it
intends to engage in further drilling efforts.  The financial position of the
Company create 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 the Company.  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 it 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 March 31, 2001, Upland's oil and gas operations had
a loss of $277,707 on revenue of $67,223.  The loss reflected the loss on
impairment of oil and gas properties which was recorded as $253,923.  Without
including the loss on impairment of oil gas operations, Upland would have lost
only $23,784.  Part of the loss is the result of higher general and
administrative expenses which increased $10,925 over the 2000 quarter as a
result of the need to hire attorneys and accountants to assist in the
LifeSmart transaction.  Production cost also increased as a percentage of
revenue from the March 2000 quarter as oil prices decreased slightly per
barrel.

<PAGE>
<PAGE> 18

     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.



                      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
           --------

            None


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

            None

<PAGE>
<PAGE> 19

                             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 10, 2001               By: /s/
                                      ------------------------------------
                                      Lee Jackson, President and Principal
                                      Accounting and Chief Financial Officer