<PAGE> 1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                FORM 10-QSB

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

        For the quarterly period ended: September 30, 2001

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

                   Commission File Number:  0-22497

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 8,738,592 shares of its
$0.001 par value common stock as of November 5, 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 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

                   CONDENSED CONSOLIDATED BALANCE SHEETS

                                  ASSETS

                                [Unaudited]

                                        September 30, December 31,
                                             2001         2000
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $    2,798   $   37,684
  Oil revenue receivable                      14,500       14,977
  Loan receivable                             25,000            -
                                         ___________  ___________
          Total Current Assets                42,298       52,661

PROPERTY AND EQUIPMENT, net                    1,223        2,057

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

OTHER ASSETS:
  Advances to Lifesmart Nutrition, Inc.      818,253            -
                                         ___________  ___________
                                          $  961,774   $  419,198
                                         ___________  ___________

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                            23,795       34,601
  Other accrued liabilities                    6,400        6,400
                                         ___________  ___________
         Total Current Liabilities            30,195       41,001
                                         ___________  ___________

STOCKHOLDERS' EQUITY:
  Common stock; $.001 par value,
    50,000,000 shares authorized,
    8,738,592 and 4,993,592 shares
    issued and outstanding at
    respectively                               8,739        4,994
  Capital in excess of par value           3,340,485    2,511,809
  Retained deficit                        (2,417,645)  (2,138,666)
                                         ___________  ___________
          Total Stockholders' Equity         931,579      378,197
                                         ___________  ___________
                                          $  961,774   $  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

              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                [Unaudited]

                              For the Three      For the Nine
                                 Months             Months
                                  Ended              Ended
                              September 30,      September 30,
                            __________________  __________________
                               2001     2000      2001      2000
                            ________  ________  ________  ________
REVENUE:
 Oil sales                  $ 50,865  $ 38,753  $184,026  $113,510
                            ________  ________  ________  ________
        Total Revenue         50,865    38,753   184,026   113,510
                            ________  ________  ________  ________

EXPENSES:
  Production expense          29,945    13,584   110,143    57,474
  Depreciation, depletion
    and amortization             471     3,521    22,749    20,965
  General and administrative
    costs                     27,714    11,250    81,654    48,959
  Loss on impairment of
    oil and gas properties         -         -   242,565         -
                            ________  ________  ________  ________
     Total Expenses           58,130    28,355   457,111   127,398
                            ________  ________  ________  ________
INCOME (LOSS) FROM
 OPERATIONS                   (7,265)   10,398  (273,085)  (13,888)

OTHER INCOME (EXPENSE):
  Interest (expense)               -         -    (5,894)        -
                            ________  ________  ________  ________
     Total Other Income
      (Expense)                    -    10,398    (5,894)        -
                            ________  ________  ________  ________

INCOME (LOSS) BEFORE
  INCOME TAXES                (7,265)   10,398  (278,979)  (13,888)

CURRENT TAX EXPENSE                -         -         -         -

DEFERRED TAX EXPENSE               -         -         -         -
                            ________  ________  ________  ________
NET INCOME (LOSS) AVAILABLE
  TO COMMON SHAREHOLDERS    $ (7,265) $ 10,398 $(278,979) $(13,888)
                            ________  ________  ________  ________
INCOME (LOSS) PER COMMON
  SHARE                     $   (.00) $    .00 $    (.04) $   (.00)
                            ________  ________  ________  ________

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


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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                [Unaudited]

                                               For the Nine
                                               Months Ended
                                              September 30,
                                        _________________________
                                            2001          2000
                                        ___________   ___________
Cash Flows From Operating Activities:
  Net loss                               $(278,979)    $ (13,888)
                                        ___________   ___________
  Adjustments to reconcile net income
   (loss) to net cash used in
   operating activities:
    Depreciation, depletion and
     amortization                           22,749        20,965
    Loss on impairment of oil
     and gas properties                    242,565             -
    Change in assets and liabilities:
      Decrease in oil revenue receivable       477        14,879
      (Decrease) in accounts payable         7,194           681
                                        ___________   ___________
      Net Cash (Used) by Operating
       Activities                           (5,994)       22,637
                                        ___________   ___________
Cash Flows From Investing Activities:
  Purchase of oil and gas properties             -       (50,000)
  Advances to Lifesmart Nutrition, Inc.   (818,253)            -
  Payments for notes receivable            (25,000)            -
                                        ___________   ___________
      Net Cash (Used) by Investing
       Activities                         (843,253)      (50,000)
                                        ___________   ___________
Cash Flows From Financing Activities:
  Proceeds from notes payable - related
   parties                                 200,000             -
  Payments of note payable                (150,000)      (12,500)
  Proceeds from sale of common stock       868,251        50,000
  Stock offering costs                    (103,890)            -
                                        ___________   ___________
      Net Cash Provided by Financing
       Activities                          814,361        37,500
                                        ___________   ___________
Net Increase (Decrease) in Cash            (34,886)       10,137

Cash at Beginning of Period                 37,684        18,183
                                        ___________   ___________
Cash at End of Period                    $   2,798     $  28,320
                                        ___________   ___________

                                [Continued]

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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                [Unaudited]

                                [CONTINUED]
                                               For the Nine
                                               Months Ended
                                              September 30,
                                        _________________________
                                            2001          2000
                                        ___________   ___________
Supplemental Disclosures of Cash Flow
 Information:
  Cash paid during the nine month
   period ended September 30,

  Interest                              $    5,894    $        -
  Income taxes                          $        -    $        -

Supplemental Disclosure of Noncash Investing and Financing Activities:
  For the nine months ended September 30, 2001:
     The  Company issued 272,000 shares of common stock for debt relief  of
     $68,000, or $.25 per share.

  For the nine months ended September 30, 2000:
     The  Company issued 94,080 shares of common stock for debt  relief  in
     the amount of $29,500 or $.3125 per share.




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



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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

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

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

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

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

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

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

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

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

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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 real-
       ization 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.

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

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

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

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

  Recently   Enacted   Accounting  Standards  -  Statement   of   Financial
  Accounting  Standards  ("SFAS") No. 140, "Accounting  for  Transfers  and
  Servicing  of  Financial Assets and Extinguishments of  Liabilities  -  a
  replacement  of  FASB  Statement  No.  125",  SFAS  No.  141,   "Business
  Combinations", SFAS No. 142, "Goodwill and Other Intangible Assets",  and
  SFAS  No.  143,  "Accounting  for  Asset  Retirement  Obligations",  were
  recently  issued.   SFAS  No.  140, 141, 142  and  143  have  no  current
  applicability to the Company or their effect on the financial  statements
  would not have been significant.

NOTE 2 - PROPOSED BUSINESS ACQUISITION

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

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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - PROPOSED BUSINESS ACQUISITION [CONTINUED]

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

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

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

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

  Loan  receivable  -  On  June  29, 2001,  the  Company  loaned  Lifesmart
  Nutrition, Inc. $25,000.  The loan bears no interest and is due in  sixty
  days.  The  loan receivable is currently in default.  Management  expects
  to  receive  the  balance  due upon the completion  of  the  merger  with
  Lifesmart Nutrition, Inc.

NOTE 3 - IMPAIRMENT LOSS

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

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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - OIL AND GAS PROPERTIES

  Upon placing oil and gas properties and production equipment in use,  the
  unit-of-production method, based upon estimates of proven  developed  and
  undeveloped  reserves,  is used in the computation  of  depreciation  and
  depletion.   For the nine months ended September 30, 2001 and  2000,  the
  Company  recorded  depletion, depreciation and  amortization  expense  of
  $21,915 and $20,477, respectively.

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

NOTE 5 - COMMON STOCK TRANSACTIONS

  Private  Placement - In March 2001, the Company entered an agreement  and
  plan  of  reorganization with Lifesmart Nutrition,  Inc.   The  agreement
  stated  that  the  Company would raise a minimum of  $500,000  in  equity
  prior  to  the  closing of the agreement.  The Company  has  completed  a
  private offering of 918,250 units.  Each unit consists of four shares  of
  common  stock at $.25 per share and one warrant to purchase one share  of
  common  stock at $.50 per share.  At September 30, 2001, the Company  had
  issued  3,673,000 shares of common stock for $868,251 in cash and $50,000
  in  debt relief, or $.25 per share as part of this private offering.  The
  Company  has paid $103,890 in stock offering costs which has been  offset
  against the proceeds.

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

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

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

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

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

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

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<PAGE> 12
                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

       NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS [CONTINUED]

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

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

NOTE 6 -LOSS PER SHARE

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

                              For the Three       For the Nine
                               Months Ended        Months Ended
                              September 30,       September 30,
                            __________________  __________________
                               2001     2000       2001     2000
                            ________  ________  ________  ________
 Net income (loss) available
  to common shareholders    $ (7,265) $ 10,398 $(278,979) $(13,888)
                            ________  ________  ________  ________
 Weighted average number of
  common shares outstand-
  ing                      8,738,592 4,946,232 6,787,222 3,562,192
                            ________  ________  ________  ________

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

NOTE 7 - GOING CONCERN

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

<PAGE>
<PAGE> 13

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES

  The  Company  accounts for income taxes in accordance with  Statement  of
  Financial  Accounting Standards ("SFAS") No. 109, "Accounting for  Income
  Taxes".   SFAS  109  requires the Company to provide a net  deferred  tax
  asset  or  liability equal to the expected future tax benefit or  expense
  of  temporary  reporting differences between book and tax accounting  and
  any  available operating loss or tax credit carryforwards.  At  September
  30,  2001 and December 31, 2000, the total of all deferred tax assets was
  approximately  $964,000 and $957,000 and the total of  the  deferred  tax
  liabilities was approximately $111,000 and $115,000.  The amount  of  and
  ultimate  realization of the benefits from the deferred  tax  assets  for
  income  tax  purposes is dependent, in part, upon the tax  laws  then  in
  effect,  the  Company's  future earnings, and other  future  events,  the
  effects  of  which  cannot  presently  be  determined.   Because  of  the
  uncertainty  surrounding the realization of the deferred tax assets,  the
  Company  has established a valuation allowance of approximately  $855,000
  and  $842,000 as of September 30, 2001 and December 31, 2000,  which  has
  been  offset  against the deferred tax assets.  The net increase  in  the
  valuation  allowance  during the periods ended  September  30,  2001  and
  December   31,  2000  amounted  to  approximately  $13,000  and   $7,000,
  respectively.

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

NOTE 9 - RELATED PARTY TRANSACTIONS

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

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

NOTE 10 - CONTINGENCIES

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

<PAGE>
<PAGE> 14

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 11 - COMMITMENTS AND AGREEMENTS

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

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

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

NOTE 12 - CONCENTRATION OF CREDIT RISKS

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

<PAGE>
<PAGE> 15

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

General
---------

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

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

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

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

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

<PAGE>
<PAGE> 16

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

     At September 30, 2001, Upland had assets of $961,774, which included an
advance to LifeSmart of $818,253.  Upland had current assets of only $42,298
with current liabilities of $30,195 resulting in working capital of $12,103.
Since the reorganization agreement with LifeSmart was entered, all monies
raised have been used to fund LifeSmart's operation with only ongoing revenue
used to support the oil and gas operations.

     Upland's only oil field now consist of the Hittle Field.  Although, the
Hittle Field has reached a point were it does not cost Upland money to run, it
does not produce enough revenue to allow Upland to continue to pursue other
exploration opportunities or drill further wells on the Hittle Field.
Accordingly, Upland will have to seek additional funding if it intends to
engage in further drilling efforts.  The financial position of Upland creates
a situation where the only viable means of additional capital is from existing
principal shareholders who have not yet committed to provide any funding for
Upland.  After entering into the agreement with LifeSmart, Upland wrote its
oil and gas properties down to $100,000 reflecting the price which the
properties could be bought for if GS&C is not spun off.


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

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

     For the quarter ended September 30, 2001, Upland's oil and gas operations
had a loss of $7,265 on revenue of $50,865.  For the nine months ended
September 30, 2001, the loss reflected the loss on impairment of oil and gas
properties and resulted in a loss from operations of $273,085.  The net loss
for the three and nine months ended September 30, 2001, was $7,265 and
$278,979, respectively.  General and administrative expenses increased for the
quarter as a result of the need to hire attorneys and accountants to assist in
the LifeSmart transaction.

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

                      PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     The Company has settled all of its outstanding litigation matters.

<PAGE>
<PAGE> 17

ITEM 2.  CHANGES IN SECURITIES

          None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

          None

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

          None

ITEM 5.  OTHER INFORMATION

          None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

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

SEC Ref No.     Exhibit No.     Title of Document             Location
-----------     -----------     -----------------             --------
10              10.1            Extension to Reorganization
                                Agreement                     This Filing


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

          None

<PAGE>
<PAGE> 18

                             SIGNATURES

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

                                   UPLAND ENERGY CORPORATION


Dated: November 6, 2001            By:         /s/
                                      ------------------------------------
                                      Lee Jackson, President and Principal
                                      Accounting and Chief Financial Officer