<PAGE> 1

                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                FORM 10-QSB/A

[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]

<PAGE>
<Page> 2

                        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.
<PAGE>
<PAGE> 3

                 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.

<PAGE>
<PAGE> 4

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                              For the Three
                                               Months Ended
                                                March 31,
                                        _________________________
                                            2001          2000
                                        ___________   ___________

REVENUE                                   $       -    $        -

EXPENSES                                          -             -
                                        ___________   ___________
LOSS FROM OPERATING ACTIVITIES                    -             -

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

CURRENT TAX EXPENSE                               -             -
DEFERRED TAX EXPENSE                              -             -
                                        ___________   ___________
LOSS FROM CONTINUING OPERATIONS             (2,038)             -
                                        ___________   ___________

DISCONTINUED OPERATIONS:
  Loss from discontinued Oil and
    Gas Operations                         (21,746)      (17,311)

  Estimated Loss on Disposal of
    Oil and Gas Operations                (253,923)             -
                                        ___________   ___________

LOSS FROM DISCONTINUED OPERATIONS         (275,669)      (17,311)
                                        ___________   ___________
NET LOSS                                 $(277,707)    $ (17,311)
                                        ___________   ___________

LOSS PER COMMON SHARE:
  Continuing operations                  $    (.00)    $    (.00)
  Discontinued Operations                     (.01)         (.00)
  Disposal of Operations                      (.05)         (.00)
                                        ___________   ___________

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


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


<PAGE>
<PAGE> 5

                 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 disposal of
    Oil and Gas operations                 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
                                        ___________   ___________



<PAGE>
<PAGE> 6

                                [Continued]
                 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.

<PAGE>
<PAGE> 7

                 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.

<PAGE>
<PAGE> 8

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     e.Costs   of   unproved  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.

  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.

<PAGE>
<PAGE> 9

                 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 - PROPERTY AND EQUIPMENT

  The  following  is a summary of property and equipment -  at  cost,  less
  accumulated depreciation as of March 31, 2001:

    Furniture and office equipment       $  6,428
    Vehicle
    Less:  accumulated depreciation       (4,691)
                                      ___________
         Total                           $  1,737
                                      ___________

  Depreciation  expense  charged to discontinued operations  was  $320  and
  $162 for the three months ended March 31, 2001 and 2000.

NOTE 3 - 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.

<PAGE>
<PAGE> 10

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

NOTE 3 - Oil and Gas Properties (continued).

  During  March  2001, the Company agreed to pursue a business  acquisition
  (See  Note  4)  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 is accounting for its  oil
  and  gas operations as a discontinued operation, is reducing the carrying
  value  of  its properties to $100,000 and has recorded an estimated  loss
  on  disposal of its oil and gas properties of $253,923.  During the three
  months  ended March 31, 2001 and 2000 the Company had revenues of $67,223
  and $32,335 from oil sales.

NOTE 4 - 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 $500,000  in  a
  private   offering.   All  proceeds  are  to  be  invested  in  LifeSmart
  Nutrition, Inc.

<PAGE>
<PAGE> 11

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


NOTE 4 - PROPOSED BUSINESS ACQUISITION (continued)

  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 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.
<PAGE> 12
               UPLAND ENERGY CORPORATION AND SUBSIDIARY
      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS [Continued]

  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.

  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)        $  (2,038)  $      -
                                       ___________ ___________
  Income (loss) from discontinued
     operations available to common
     stockholders used in earnings
     (loss) per share (Numerator)       $ (21,746)  $(17,311)
                                       ___________ ___________
  Income (loss) from disposal of
     oil and gas operations available
     to common stockholders used
     in earnings (loss) per share
     (Numerator)                        $(253,923) $       -
                                       ___________ ___________
  Weighted average number
     of common shares used in
     earnings (loss) per share
     outstanding during the period
       (Denominator)                    5,006,925   4,499,192
                                       ___________ ___________
<PAGE> 13

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

NOTE 6 - EARNINGS (LOSS) PER SHARE (continued)

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

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]

<PAGE>
<PAGE> 14

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

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.

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.

<PAGE>
<PAGE> 15


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

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.

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 - 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.

  Stock  Issuance  -  During April 2001, the Company converted  $50,000  of
  note  payables  (See  Note 9) into 50,000 units of  a  private  offering.
  Each  unit consists of four shares of common stock at $.25 per share  and
  a warrant to purchase one share of common stock at $.50 per share.

  Private  Stock  Offering  -  Subsequent to March  31,  2001  the  Company
  completed  a  private stock offering wherein it raised gross proceeds  of
  $918,250.   Offering  costs  in  connection  with  the  private  offering
  amounted  to  $161,000.  The proceeds were used to  repay  various  notes
  payable and the remainder was advanced to LifeSmart Nutrition, Inc.


<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
---------------------

     For the quarter ended March 31, 2001, Upland reflected the new direction
of moving away from oil and gas into the business of LifeSmart.  Accordingly,
no revenue was shown for ongoing operations and all revenue was reflected
under discontinued operations on its financial statements.  For the quarter
ended March 31, 2001, Upland's oil and gas operations had revenue of $67,223
which was an increase of $34,888 from March 31, 2000.  This increase was the
result of increased production and higher oil prices.  If oil prices remain at
the current high prices, revenue should remain fairly constant over the next
quarter.

     Expenses for the quarter ended March 31, 2001, increased to $88,969 from
$49,646 for the same period in 2000.  For the quarter ended March 31, 2001,
general and administrative expenses increased to $29,933 from $19,008 for the
same period in 2000 as the Company experienced higher accounting and legal
cost as it negotiated the LifeSmart transaction and attempted to raise
additional capital to help fund the LifeSmart loan.  Production expenses also
increased substantially to $48,159 from $19,831 for the quarter ended March
31, 2000.  This increased corresponded to increased production in the Hittle
Field.  Even with the increased production, as a percentage of revenue,
production expensed increased almost ten percent to 71% of revenue from 61% in
the same quarter in 2000.  This is partly due to the increased demand for
parts, workers and other oil related production expenses.  As a result of the
overall increase in expenses, the Company had a loss of $21,746, prior to
reflecting the discontinued operations.  The agreement with LifeSmart has
required Upland show an estimated loss of $277,707 loss from its oil and gas
properties relating to the write down of the oil and gas properties with an
estimated $253,923 loss on disposal of oil and gas operations.

<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 the Company's current
operations.     For the quarter ended March 31, 2001, Upland reflected the new
direction of moving away from oil and gas into the business of LifeSmart.
Accordingly, no revenue was shown for ongoing operations and all revenue was
reflected under discontinued operations on its financial statements.  For the
quarter ended March 31, 2001, Upland's oil and gas operations had revenue of
$67,223 which was an increase of $34,888 from March 31, 2000.  This increase
was the result of increased production and higher oil prices.  If oil prices
remain at the current high prices, revenue should remain fairly constant over
the next quarter.

     Expenses for the quarter ended March 31, 2001, increased to $88,969 from
$49,646 for the same period in 2000.  For the quarter ended March 31, 2001,
general and administrative expenses increased to $29,933 from $19,008 for the
same period in 2000 as the Company experienced higher accounting and legal
cost as it negotiated the LifeSmart transaction and attempted to raise
additional capital to help fund the LifeSmart loan.  Production expenses also
increased substantially to $48,159 from $19,831 for the quarter ended March
31, 2000.  This increased corresponded to increased production in the Hittle
Field.  Even with the increased production, as a percentage of revenue,
production expensed increased almost ten percent to 71% of revenue from 61% in
the same quarter in 2000.  This is partly due to the increased demand for
parts, workers and other oil related production expenses.  As a result of the
overall increase in expenses, the Company had a loss of $21,746, prior to
reflecting the discontinued operations.  The agreement with LifeSmart has
required Upland show an estimated loss of $277,707 loss from its oil and gas
properties relating to the write down of the oil and gas properties with an
estimated $253,923 loss on disposal of oil and gas operations.

     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 the Company'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

<PAGE>
<PAGE> 19

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