SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                           FORM 10-QSB
            Quarterly Report Under Section 13 or 15(d)
              of the Securities Exchange Act of 1934
          For the quarterly period ended August 31, 2002

                  Commission file number 0-22497


              LIFESMART NUTRITION TECHNOLOGIES, INC.
 ________________________________________________________________
(Exact name of small business issuer as specified in its charter)


               Utah                                 87-0430780
_______________________________           __________________________________
(State or other jurisdiction of          (IRS Employer Identification Number)
incorporation or organization)



                    8 East Broadway, Suite 200
                    Salt Lake City, Utah 84111
             ________________________________________
             (Address of principal executive offices)


                          (801) 596-3222
         ________________________________________________
         (Issuer's telephone number, including area code)


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]

              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:

     As of October 11, 2002, the issuer had outstanding 19,221,244 shares of
its Common Stock, $0.001 par value per share.

     Transitional Small Business Disclosure Format (check one):

Yes [ ]     No [X]

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements.

     The unaudited consolidated balance sheet of LifeSmart Nutrition
Technologies, Inc., a Utah corporation, as of August 31, 2002, the unaudited
related consolidated statements of operations for the three month periods
ended August 31, 2002 and August 31, 2001, and the unaudited related
consolidated statement of cash flows for the three month periods ended August
31, 2002 and August 31, 2001, appear below.

     The financial statements included herein have been prepared by the
Company pursuant to the rules and regulations of the U.S. 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.  The
accompanying financial statements reflect all adjustments which are, in the
opinion of management, necessary to present fairly the financial position of
LifeSmart Nutrition Technologies, Inc. consolidated with LifeSmart Nutrition,
Inc. and G.S. & C., Inc., its wholly-owned subsidiaries.  The names
"LifeSmart", the "Company", "we", "our" and "us" used in this report refer to
LifeSmart Nutrition Technologies, Inc. and its subsidiaries.




                               -2-

<PAGE>


LifeSmart Nutrition Technologies, Inc.
Consolidated Balance Sheet

                                                             August 31
                                                            (Unaudited)
                                                           -------------
                                                                2002
                                                           -------------
          Assets

Current assets:
  Cash                                                     $          -
  Accounts receivable, net of allowance of $93,571              352,032
  Inventories                                                   419,304
                                                           -------------

      Total current assets                                      771,336

Property and equipment, net                                      22,501
Intangibles, net                                                 30,010
Other                                                            64,238
                                                           -------------

      Total assets                                         $    888,085
                                                           =============


          Liabilities and Stockholders' Deficit

Current liabilities:
  Bank overdraft                                           $      1,406
  Line of credit                                                273,319
  Accounts payable                                            1,715,567
  Accrued expenses                                              626,100
  Advances                                                       50,000
  Related party notes payable                                   703,307
                                                           -------------

      Total current liabilities                               3,369,699
                                                           -------------
Commitments and contingencies                                         -

Stockholders' deficit:
  Common stock, par value $.001, 50,000,000 shares
   authorized; 15,221,244 shares issued and outstanding          15,221
  Capital in excess of par value                              7,354,419
  Subscription receivable                                      (241,676)
  Accumulated deficit                                        (9,609,578)
                                                           -------------

      Total stockholders' deficit                            (2,481,614)
                                                           -------------

      Total liabilities and stockholders' deficit          $    888,085
                                                           =============


<PAGE> 3




LifeSmart Nutrition Technologies, Inc.
Consolidated Statement of Operations


                                                      Three Months Ended
                                                           August 31
                                                          (Unaudited)
                                                   ---------------------------
                                                       2002          2001
                                                   ------------- -------------

Net sales                                          $    449,805  $    396,253
Cost of sales                                           337,023       242,515
                                                   ------------- -------------

Gross profit                                            112,782       153,738
                                                   ------------- -------------

Operating expenses:
  Selling and marketing                                  56,699       177,101
  General and administrative                            310,590       310,677
  Research and development                                3,019           140
                                                   ------------- -------------

     Total operating expenses                           370,308       487,918
                                                   ------------- -------------

     Loss from operations                              (257,526)     (334,180)

Other income (expense):
  Interest income                                            31           158
  Interest expense                                     (291,413)      (11,919)
  Other                                                 (15,212)          642
                                                   ------------- -------------

     Net loss before income taxes                      (564,120)     (345,299)

  Provision for income taxes                                  -             -
                                                   ------------- -------------

     Net loss                                      $   (564,120) $   (345,299)
                                                   ============= =============

Net loss per share - basic and diluted             $      (0.04) $      (0.03)
                                                   ============= =============

Weighted average common and common
  equivalent shares - basic and diluted              15,221,000    11,307,000
                                                   ============= =============





<PAGE> 4





LifeSmart Nutrition Technologies, Inc.
Consolidated Statement of Cash Flows

                                                       Three Months Ended
                                                            August 31
                                                           (Unaudited)
                                                   ---------------------------
                                                       2002           2001
                                                   ------------- -------------

Cash flows from operating activities:
  Net loss                                         $   (564,120) $   (345,299)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Bad debt expense                                     6,930         5,956
     Depreciation and amortization expense                1,586         9,628
     Stock options issued for interest                  125,292             -
     (Increase) or decrease in:
        Accounts receivable                              64,904       118,335
        Inventory                                       127,747      (416,267)
        Other assets                                     (3,439)            -
     Increase or (decrease) in:
        Accounts payable                                127,399       154,449
        Accrued liabilities                             107,415        (2,771)
                                                   ------------- -------------

        Net cash used in operating activities            (6,286)     (475,969)
                                                   ------------- -------------

Cash flows from investing activities:
  Purchase of property and equipment                     (1,492)            -
  Additions to intangible assets                        (10,898)            -
                                                   ------------- -------------

        Net cash used in investing activities           (12,390)            -
                                                   ------------- -------------

Cash flows from financing activities:
  Increase in cash overdraft                              1,406        64,063
  Proceeds from advances                                      -       456,010
  Net proceeds (payments) on line of credit              24,288             -
  Proceeds from related party debt                            -        64,775
  Reduction of related party debt                       (17,652)     (196,058)
  Reduction of subscription receivable                        -        87,179
                                                   ------------- -------------

        Net cash provided by financing activities         8,042       475,969
                                                   ------------- -------------

        Net increase (decrease) in cash                 (10,634)            -

Cash, beginning of period                                10,634             -
                                                   ------------- -------------

Cash, end of period                                $          -  $          -
                                                   ============= =============

<PAGE> 5



      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                         August 31, 2002

NOTE A   BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the
instructions to Form 10-QSB and Rule 310 of Regulation S-B. Accordingly, they
do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months ended
August 31, 2002 are not necessarily indicative of the results that may be
expected for the year ending May 31, 2003.

NOTE B   RECLASSIFICATIONS

Certain 2001 financial statement amounts have been reclassified to conform to
2002 presentation.

NOTE C   WEIGHTED AVERAGE SHARES

Loss per common share is computed using the weighted average number of common
shares outstanding. Common equivalent shares consist of the Company's stock
options and are considered to be antidilutive common stock equivalents,
determined using the treasury stock method.

NOTE D   SUPPLEMENTAL CASH FLOW INFORMATION

                                                        Three Months Ended
                                                            August 31
                                                         2002       2001
                                                   ------------- -------------
Actual amounts of cash paid for:

     Interest paid                                 $     55,796  $     19,698
                                                   ============= =============

     Income taxes paid                             $      - 0 -  $      - 0 -
                                                   ============= =============



<PAGE> 6



Item 2.  Management's Discussion and Analysis or Plan of Operation.

     (b)  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

General

     The Company was originally organized in Utah on January 30, 1986 under
the name Upland Investment Corporation, to engage in the acquisition and/or
development of assets, properties or businesses of any kind.

     In November 1993, the Company acquired G.S. & C., Inc., a Nevada
corporation ("GSC") in a stock for stock transaction.  GSC was organized under
the laws of Nevada on September 1, 1993.  In connection with the transaction,
the name of the Company was changed from Upland Investment Corporation to
Upland Energy Corporation to better reflect the Company's business activities
at that time.

     The Company has been engaged in the business of exploring for and
developing oil and gas reserves through its subsidiary, GSC.  GSC sold certain
oil and gas assets in August 1999, and the Company's focus shifted to its oil
and gas operations in the Hittle field in central Kansas.

     On February 15, 2002, the Company entered into a reverse acquisition with
LifeSmart Nutrition, Inc., a Utah corporation engaged in the development and
sale of nutraceutical products.  In connection with the reverse acquisition of
LifeSmart Nutrition, Inc., the following occurred: (a) the Company amended its
Articles of Incorporation to change its name to LifeSmart Nutrition
Technologies, Inc. to better reflect the Company's present primary business
activities and to add 10,000,000 shares of preferred stock to the Company's
authorized capitalization; (b) the Company's common stock was reverse split on
a 1 for 2 share basis; (c) the former officers and directors of the Company
resigned, and the directors of LifeSmart Nutrition, Inc. were elected as
directors of the Company; (d) shares of LifeSmart Nutrition, Inc. common stock
were converted to shares of the Company's common stock on the basis of
seven-tenths of one (0.7) share of the Company's common stock for one (1)
share of LifeSmart Nutrition, Inc. common stock.  LifeSmart Nutrition, Inc. is
now a wholly-owned subsidiary of the Company.  The Company now focuses its
efforts on the nutraceutical business of LifeSmart Nutrition, Inc.

     As a negotiated term of the LifeSmart Nutrition, Inc. acquisition
agreement, the Company agreed to either spin off its oil and gas operations to
its shareholders or sell its oil and gas operations.  Under the terms of the
acquisition agreement, all of the Company's oil and gas operations will be
transferred to GSC.  The spin off, if accomplished, will not be on a pro rata
basis.  Instead, the former Upland Energy Corporation shareholders of record
as of February 14, 2002 will receive one share of GSC common stock for every
ten shares of Upland Energy Corporation they then held.  As a result, the
former Upland Energy Corporation shareholders will receive approximately
873,859 shares of GSC common stock.  Every former LifeSmart Nutrition, Inc.
shareholder of record as of February 14, 2002 will receive one hundredth of
one (0.01) share of GSC common stock for every one share of the Company's
common stock held by such shareholders immediately after the acquisition of
LifeSmart.  As a result, former LifeSmart Nutrition, Inc. shareholders will
receive an aggregate of approximately 80,794 shares of GSC common stock.



                               -7-
<PAGE>



     If the Company does not complete the spin off of GSC by February 15,
2003, Lee Jackson and Maven Properties, LLC have an option to purchase GSC
from the Company for one hundred thousand dollars ($100,000).  The spin off
plan and option were entered into to provide a mechanism to help dispose of
the Company's oil and gas properties which LifeSmart Nutrition, Inc.'s
management did not want to operate after the acquisition.  The oil and gas
properties had not proven profitable in the past and the LifeSmart Nutrition,
Inc. management does not want the oil and gas operations to be a drain on its
business and management's time.

Liquidity and Capital Resources

     At August 31, 2002, the Company had total current assets of $771,336,
comprised of $352,032 in accounts receivable, net, and $419,304 in
inventories.  The Company's remaining assets represented property and
equipment, net of $22,501, intangibles, net of $30,010, and other assets of
$64,238.  As of August 31, 2002, the Company had total current liabilities of
$3,369,699, comprised of accounts payable of $1,715,567, related party notes
payable of $703,307, accrued expenses of $626,100, a line of credit related to
accounts receivable factoring of $273,319, advances of $50,000 and a bank
overdraft of $1,406.  During the fiscal year ended May 31, 2002, and the first
fiscal quarter ended August 31, 2002, the Company was able to largely fund
operations through raising additional equity capital and through incurring
additional debt.

     The Company acquired LifeSmart Nutrition, Inc. on February 15, 2002,
which needs additional operating capital.  The Company is attempting to raise
between $250,000 and $2,000,000 capital through a private placement offering
of its common stock.  If the Company is successful in raising all $2,000,000
gross offering proceeds sought in the offering, the Company should have
sufficient capital to continue operating for at least the next 12 months.  If
the Company raises less than $2,000,000 in its offering, the Company will need
to seek equity capital and/or debt from other sources in order to meet the
Company's cash needs for the next 12 months.  The success of the Company and
its subsidiaries will, initially, depend upon the ability of the Company to
raise capital. There can be no assurance that the Company will be successful
in its efforts to raise such capital.

     LifeSmart's most significant cash needs in its present fiscal year
include raising funds to pay existing accounts payable and accrued expenses,
pay off some existing notes payable, increase inventories to meet the demands
of the increasing sales which the Company anticipates, and to cover other
operating expenses until such time as revenues are sufficient to cover all
operating expenses.   As of August 31, 2002, LifeSmart had no cash on hand,
but was able to borrow more on its accounts receivable factoring arrangement
as the Company generates more sales and related accounts receivable.
LifeSmart must raise additional debt or equity capital in approximately the
next sixty (60) days to continue operations.  There can be no assurance that
the Company will be successful in its efforts to raise such capital.

Results of Operations

     During the three months ended August 31, 2002, the Company had net sales
of $449,805, an increase of $53,552 over the net sales of $396,253 which the
Company had in the three months ended August 31, 2001.  The Company's gross
profit for the three months ended August 31, 2002 was


                               -8-
<PAGE>



$112,782, a decrease of $40,956 over the gross profit of $153,738 generated in
the three months ended August 31, 2001.  LifeSmart attributes this decrease
primarily to a change in the mix of products sold and increases in
manufacturing costs. Total operating expenses for the three months ended
August 31, 2002 were $370,308, a decrease of $117,610 from the total operating
expenses of $487,918 incurred in the three months ended August 31, 2001.  The
decrease in operating expenses was largely attributable to a $120,402 decrease
in selling and marketing expenses which decreased to $56,699 in the current
period from $177,101 incurred in the three months ended August 31, 2001. The
Company anticipates that as sales increase, general and administrative
expenses will become a smaller percentage of total sales.

     During the three months ended August 31, 2002, LifeSmart experienced a
net loss in the amount of $564,120 or approximately ($0.04) per share, which
is $218,821 greater than the net loss of $345,299, or approximately ($0.03)
per share, incurred during the three months ended August 31, 2001.

     The Company attributes the increased net loss for the three month period
ended August 31, 2002 primarily to increased interest expenses incurred to
finance the growth of the Company's nutraceutical business.  Interest expense
for the three months ended August 31, 2002 was $291,413, an increase of
$279,494 over the interest expense of $11,919 incurred in the three months
ended August 31, 2001.

     ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-QSB REFLECT
MANAGEMENT'S BEST JUDGMENT BASED ON FACTORS CURRENTLY KNOWN AND INVOLVE RISKS
AND UNCERTAINTIES.  ACTUAL RESULTS MAY VARY MATERIALLY.

Item 3.     Controls and Procedures.

     (a)     Evaluation of disclosure controls and procedures.

     Darald A. Donnell who serves as LifeSmart's chief executive officer and
Raymond J. Woolston who serves as LifeSmart's chief financial officer, after
evaluating the effectiveness of LifeSmart's disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) as of a date within
90 days of the filing date of the quarterly report (the "Evaluation Date")
concluded that as of the Evaluation Date, LifeSmart's disclosure controls and
procedures were adequate and effective to ensure that material information
relating to LifeSmart and its consolidated subsidiaries would be made known to
them by others within those entities, particularly during the period in which
this quarterly report was being prepared.

     (b)     Changes in internal controls.

     There were no significant changes in LifeSmart's internal controls or in
other factors that could significantly affect LifeSmart's disclosure controls
and procedures subsequent to the Evaluation Date, nor any significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions.  As a result, no corrective actions were taken.


                               -9-

<PAGE>

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings.

     During the three months ended August 31, 2002, the two lawsuits described
below were commenced against LifeSmart and/or one of its subsidiaries.

         1.  An existing shareholder and creditor of LifeSmart, Mr. Kevin
     Brady, commenced litigation against LifeSmart Nutrition Technologies,
     Inc., LifeSmart Nutrition, Inc., Arizona Capital Group, Inc. and FinMap,
     Inc. on or about June 24, 2002 in the United States District Court for
     the Southern District of Florida (Case No. 02-80579-CIV).  Mr. Brady
     invested $30,000 in LifeSmart Nutrition, Inc. securities in 2000, loaned
     LifeSmart Nutrition, Inc. $150,000 in November 2001, and invested
     $100,000 in LifeSmart Nutrition, Inc. securities in December 2001.  In
     the litigation Mr. Brady alleges various causes of action including, but
     not limited to, breach of contract for failure to pay a promissory note
     in the principal balance of $150,000, interest accruing thereon at the
     rate of 12% per month, securities fraud, common law fraud, failure to
     register securities, breach of fiduciary duty and violations of the
     Florida Deceptive and Unfair Trade Practices Act.  Mr. Brady is seeking
     compensation for all losses he has suffered, actual damages, punitive
     damages, rescission damages, interest, costs of collection and attorneys
     fees.

         2.  International Co-Packing Company, a California corporation,
     commenced litigation against LifeSmart Nutrition, Inc. on or about July
     31, 2002 in the Superior Court of California, County of Fresno, Central
     Division (Case no. 02 CE CL 08722).  International Co-Packing Company
     packaged certain products owned by LifeSmart Nutrition, Inc., and claims
     that there is still a balance owing of $12,859.55 for warehousing
     services, freight advances and handling and palletizing.  International
     Co-Packing Company is seeking payment of $12,859.55, interest at the
     legal rate, continuously accruing reasonable warehousing fees, the costs
     of the lawsuit incurred by it, such other relief as the court may deem
     just and proper, and for an order directing public sale (foreclosure) of
     certain inventory of LifeSmart Nutrition, Inc. held by International
     Co-Packing Company.

Item 2.     Changes in Securities.

     During the three month period ended August 31, 2002, LifeSmart did not
make any sales of shares of LifeSmart's common stock which were not registered
under the Securities Act of 1933.

Item 3.     Defaults Upon Senior Securities.

     As of August 31, 2002 there were loans in the approximate amount of
$314,000 plus accrued interest that were in default. The Company is in
negotiations with the parties involved, and the Company believes it will be
able to negotiate extensions of the due dates and/or pay off the loans that
are in default in the near future.


                               -10-

<PAGE>

Item 4.     Submission of Matters to a Vote of Security Holders.

     No matters were submitted to a vote of LifeSmart Nutrition Technologies,
Inc. shareholders during the three months ended August 31, 2002.

Item 5.     Other Information.

     On October 9, 2002, LifeSmart issued a total of 4,000,000 shares of its
restricted common stock for marketing and sales services to be provided.  The
shares were issued as follows:  Jim Wheeler - 1,500,000 shares; Steve Owens
1,500,000 shares and Signature International - 1,000,000 shares.

     All of the shares described in the transactions listed above were sold
directly by LifeSmart, and no underwriters were involved in the transactions.
LifeSmart relied on section 4(2) of the Securities Act of 1933 in making all
sales or issuances of securities described in the transactions listed above.
No advertising or general solicitation was employed in offering any of the
shares.  Each purchaser received disclosure information concerning LifeSmart.
Each purchaser also had the opportunity to investigate LifeSmart and ask
questions of its executive officers and board of directors.  The securities
sold were offered for investment purposes only and not for the purpose of
resale or distribution.  The transfer of the shares sold was appropriately
restricted by LifeSmart.

Item 6.     Exhibits and Reports on Form 8-K.

     (a) There are no exhibits included with this report.

     (b) LifeSmart filed no Current Reports on Form 8-K during the three
months ended August 31, 2002.









                               -11-
<PAGE>



                            SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  LIFESMART NUTRITION TECHNOLOGIES, INC.
                                  (Registrant)



Date: October 21, 2002          By: /S/ Raymond J. Woolston
                                   _______________________________________
                                    Raymond J. Woolston, Chief Financial
                                    Officer and Chief Accounting Officer
















                               -12-
<PAGE>



             CERTIFICATION OF CHIEF EXECUTIVE OFFICER


     I, Darald A. Donnell, certify that:

     1.     I have reviewed this quarterly report on Form 10-QSB of LifeSmart
Nutrition Technologies, Inc. ("LifeSmart");

     2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

     3.     Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, the results of operations and cash
flows of LifeSmart as of, and for, the periods presented in this quarterly
report.

     4.     LifeSmart's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for LifeSmart and have:

      (a)     designed such disclosure controls and procedures to ensure that
              material information relating to LifeSmart, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

      (b)     evaluated the effectiveness of LifeSmart's disclosure controls
              and procedures as of a date within 90 days prior to the filing
              date of this quarterly report (the "Evaluation Date"); and

      (c)     presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

     5.     LifeSmart's other certifying officer and I have disclosed, based
on our most recent evaluation, to LifeSmart's auditors and the audit committee
of LifeSmart's board of directors (or persons performing the equivalent
functions):


      (a)     all significant deficiencies in the design or operation of
              internal controls which could adversely affect LifeSmart's
              ability to record, process, summarize and report financial data
              and have identified for LifeSmart's auditors any material
              weaknesses in internal controls; and

      (b)     Any fraud, whether or not material, that involves management or
              other employees who have a significant role in LifeSmart's
              internal controls; and

     6.     LifeSmart's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls


                               -13-
<PAGE>


subsequent to the date of our recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.



                              /s/ Darald A. Donnell
Date:  October 21, 2002       _____________________________________
                              Darald A. Donnell, Chief Executive
                              Officer



                               -14-
<PAGE


             CERTIFICATION OF CHIEF FINANCIAL OFFICER


     I, Raymond J. Woolston, certify that:

     1.     I have reviewed this quarterly report on Form 10-QSB of LifeSmart
Nutrition Technologies, Inc. ("LifeSmart");

     2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

     3.     Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, the results of operations and cash
flows of LifeSmart as of, and for, the periods presented in this quarterly
report.

     4.     LifeSmart's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for LifeSmart and have:

      (a)     designed such disclosure controls and procedures to ensure that
              material information relating to LifeSmart, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              quarterly report is being prepared;

      (b)     evaluated the effectiveness of LifeSmart's disclosure controls
              and procedures as of a date within 90 days prior to the filing
              date of this quarterly report (the "Evaluation Date"); and

      (c)     presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

     5.     LifeSmart's other certifying officer and I have disclosed, based
on our most recent evaluation, to LifeSmart's auditors and the audit committee
of LifeSmart's board of directors (or persons performing the equivalent
functions):

      (a)     all significant deficiencies in the design or operation of
              internal controls which could adversely affect LifeSmart's
              ability to record, process, summarize and report financial data
              and have identified for LifeSmart's auditors any material
              weaknesses in internal controls; and

      (b)     Any fraud, whether or not material, that involves management or
              other employees who have a significant role in LifeSmart's
              internal controls; and

     6.     LifeSmart's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls



                               -15-
<PAGE>



subsequent to the date of our recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                              /S/ Raymond J. Woolston
Date:  October 21, 2002       _____________________________________
                              Raymond J. Woolston, Chief Financial
                              Officer



                               -16-