<PAGE> 1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                FORM 10-QSB/A
                               Amendment No. 3

[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

OIL AND GAS PROPERTIES, net held for sale    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 of oil
    and gas properties                      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 amort-
     ization                                 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
                                        ___________   ___________


                                [Continued]


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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.

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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  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  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.

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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - PROPOSED BUSINESS ACQUISITION [Continued]

  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.

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.


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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

  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.

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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.

  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 out-
    standing during the period (Denominator)     5,006,925     4,499,192
                                              ____________  ____________

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

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<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  Company previously issued March 31, 2001 financial statements which
  have  been restated to reflect an impairment write down of the Company's
  oil  and  gas  properties from $353,923 to $100,000. [See Note  3].  The
  following   schedule  provides  disclosure  of  the   effects   of   the
  restatement.

                                  March 31,
                                   2001 as      March 31,
                                 previously      2001 as
                                  reported      corrected      Change
                                ____________  ____________  ____________

   Net (Loss) available to
      common shareholders        $   (23,784)  $  (277,707)  $  (253,923)
                                ____________  ____________  ____________

   Loss per common share         $      (.00)  $      (.06)  $      (.06)
                                ____________  ____________  ____________

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.

<PAGE>
<PAGE> 16

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - SUBSEQUENT EVENTS [Continued]

  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> 17

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> 18

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.

     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> 19

                      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> 20

                             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 30, 2001               By:
                                      ------------------------------------
                                      Lee Jackson, President and Principal
                                      Accounting and Chief Financial Officer