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                    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: June 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 August 31, 2001.

     Transitional Small Business Disclosure Format (check one)  Yes  [  ]  No
[X]

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                        PART I FINANCIAL INFORMATION

                        ITEM 1.  FINANCIAL STATEMENTS

                          UPLAND ENERGY CORPORATION
                            FINANCIAL STATEMENTS
                                (UNAUDITED)


     The financial statements for the quarter ended June 30, 2001, included
herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted.  However, in the opinion of management, all adjustments
(which include only normal recurring accruals) necessary to present fairly the
financial position and results of operations for the periods presented have
been made.  These financial statements should be read in conjunction with the
accompanying notes, and with the historical financial information of the
Company.
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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

              UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                  ASSETS

                                           June 30,   December 31,
                                             2001         2000
                                         ___________  ___________
CURRENT ASSETS:
  Cash                                    $    5,569   $   37,684
  Oil revenue receivable                      16,921       14,977
  Loan receivable                             25,000            -
                                         ___________  ___________
          Total Current Assets                47,490       52,661

PROPERTY AND EQUIPMENT, net                    1,395        2,057

OIL AND GAS PROPERTIES, net                  100,000      364,480

OTHER ASSETS:
  Advance to Lifesmart Nutrition, Inc.       818,253            -

                                         ___________  ___________
                                          $  967,138   $  419,198
                                         ___________  ___________

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                        $   21,894   $   34,601
  Other accrued liabilities                    6,400        6,400
                                         ___________  ___________
         Total Current Liabilities            28,294       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    2,511,869
  Retained deficit                        (2,410,380)  (2,138,666)
                                         ___________  ___________

          Total Stockholders' Equity         938,844      378,197
                                         ___________  ___________
                                          $  967,138   $  419,198
                                         ___________  ___________

Note:  The consolidated balance sheet at December 31, 2000 was taken from
    the audited financial statements at that date and condensed.

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

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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                              For the Three       For the Six
                               Months Ended       Months Ended
                                 June 30,           June 30,
                            __________________ ___________________
                               2001     2000     2001      2000
                            ________  ________ _________  ________
REVENUE:                     $     -  $      -  $      -  $      -
                            ________  ________ _________  ________

EXPENSES:                          -         -         -         -
                            ________  ________ _________  ________
LOSS FROM OPERATIONS               -         -         -         -

OTHER EXPENSE:
  Interest expense            (3,856)        -    (5,894)        -
                            ________  ________ _________  ________

(LOSS) BEFORE INCOME TAXES    (3,856)        -    (5,894)        -

CURRENT TAX EXPENSE                -         -         -         -

DEFERRED TAX EXPENSE               -         -         -         -
                            ________  ________ _________  ________
(LOSS) FROM CONTINUING
  OPERATIONS                  (3,856)        -    (5,894)        -
                            ________  ________ _________  ________
DISCONTINUED OPERATIONS:
  Loss from discontinued
    oil and gas operations    (1,509)   (6,975)  (23,255)  (24,286)
  Estimated gain (loss)
    on disposal of oil
    and gas operations        11,038         -  (242,565)        -
                            ________  ________ _________  ________
GAIN (LOSS) FROM DISCONTINUED
  OPERATIONS                   9,849   (6,975)  (265,820)  (24,286)
                            ________  ________ _________  ________
NET (LOSS)                  $  5,993  $(6,975) $(271,714) $(24,286)
                            ________  ________ _________  ________
GAIN (LOSS) PER COMMON
   SHARE:
  Continuing operations     $   (.00) $     -  $    (.00) $      -
  Discontinued operations       (.00)    (.00)      (.01)     (.01)
  Disposal of operations         .00        -       (.04)        -
                            ________  ________ _________  ________
LOSS PER COMMON SHARE       $   (.00) $  (.00) $    (.05) $   (.01)
                            ________  ________ _________  ________

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


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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                               For the Six
                                               Months Ended
                                                 June 30,
                                        _________________________
                                            2001          2000
                                        ___________   ___________
Cash Flows From Operating Activities:
  Net loss                              $  (271,714)  $   (24,286)
  Adjustments to reconcile net
    loss to net cash used
    in operating activities:
   Depreciation, depletion and
     amortization                            22,577        17,444
   Estimated loss on disposal of
     oil and gas operations                 242,565             -
   Changes in assets and liabilities:
     (Increase) decrease in oil
     revenue receivable                      (1,944)       14,879
     Increase (decrease) in
       accounts payable                       5,293          (946)
     Decrease in other accrued
       liabilities                                -       (12,500)
                                        ___________   ___________
      Net Cash (Used) by
        Operating Activities                 (3,223)       (5,409)
                                        ___________   ___________
Cash Flows From Investing Activities:
  Purchase of oil and gas properties              -       (50,000)
  Payments for notes receivable             (25,000)            -
  Advances to Lifesmart Nutrition, Inc.    (818,253)            -
                                        ___________   ___________
      Net Cash (Used) by
        Investing Activities               (843,253)      (50,000)
                                        ___________   ___________
Cash Flows From Financing Activities:
  Proceeds from notes payable               200,000             -
  Payments on notes payable                (150,000)            -
  Proceeds from sale of common stock        868,251        50,000
  Stock offering costs                     (103,890)            -
                                        ___________   ___________
      Net Cash Provided by
        Financing Activities                814,361        50,000
                                        ___________   ___________
Net Increase (Decrease) in Cash             (32,115)       (5,409)

Cash at Beginning of Period                  37,684        18,183
                                        ___________   ___________
Cash at End of Period                   $     5,569   $    12,774
                                        ___________   ___________

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                                [Continued]
                 UPLAND ENERGY CORPORATION AND SUBSIDIARY
         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                        Increase (Decrease) in Cash

                                [CONTINUED]

                                          For the Six
                                          Months Ended
                                            June 30,
                                    _________________________
                                      2001          2000
                                    ___________   ___________

Supplemental Disclosures of
   Cash Flow Information:
  Cash paid during the period for
  Interest                          $     5,894   $         -
  Income taxes                      $         -   $         -

Supplemental Disclosure of Noncash Investing and Financing Activities:

  For the six months ended June 30, 2001:
     The  Company issued 272,000 shares of common stock for debt relief  of
     $68,000, or $.25 per share.

  For the six months ended June 30, 2000:
     None

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


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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

  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 June 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 June 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.

     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.

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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  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. 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.

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NOTE 2 - PROPERTY AND EQUIPMENT

  The  following  is a summary of property and equipment -  at  cost,  less
  accumulated depreciation as of:
                                        June 30, December 31,
                                          2001      2000
                                        _________  ________
    Furniture and office equipment       $  6,428  $  6,428
    Less:  accumulated depreciation        (5,033)   (4,371)
                                        _________  ________
         Total                           $  1,395  $  2,057
                                        _________  ________

  Depreciation expense charged to operations was $662 and $324 for the  six
  months ended June 30, 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 six months ended June 30, 2001 and 2000, the  Company
  recorded depletion, depreciation and amortization expense of $21,915  and
  $17,120, respectively.

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

  During  March  2001, the Company 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 $242,565.  During  the  six
  months  ended June 30, 2001 and 2000 the Company had revenues of $133,161
  and $74,757 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  currently
  expected  to  be completed in August 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 4 - 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  six  months ended June 30, 2001, the  Company  had  received
  $868,251  in proceeds from sale of its common stock and had advanced  the
  $818,253  to Lifesmart Nutrition, Inc.  The Company has paid $103,890  in
  stock offering costs which has been netted with the stock proceeds.

  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.

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 1,350,000 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 June 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.

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                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - COMMON STOCK TRANSACTIONS - [Continued]

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

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

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

  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.

  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  June  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 six months  ended  June  30,
  2001.

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<PAGE> 13

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 Six
                                  Months Ended        Months Ended
                                    June 30,            June 30,
                               ____________________  ____________________
                                 2001       2000      2001       2000
                               _________  _________  _________  _________
 Net gain (loss) available to
   common shareholders         $   5,993  $  (6,975) $(271,714) $ (24,286)
                               _________  _________  _________  _________
 Weighted average number of
   common shares outstanding   6,544,284  4,532,159  5,795,365  4,499,192
                               _________  _________  _________  _________

  Dilutive earnings per share was not presented, as its effect was anti-
  dilutive for the periods ended June 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> 14

                 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 June 30, 2001 and
December  31,  2000, the total of all deferred tax assets was approximately
$962,000  and  $957,000 and the total of the deferred tax  liabilities  was
approximately   $109,000  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 $853,000 and $842,000 as of  June  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 June 30, 2001 and December 31, 2000 amounted to approximately $11,000
and $7,000, respectively.

As  of  June  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 if 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> 15

                 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.

NOTE 13 - SUBSEQUENT EVENTS

  Proposed  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 various conditions being met and is expected  to
  be  completed  in 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.

<PAGE>
<PAGE> 16

                 UPLAND ENERGY CORPORATION AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - SUBSEQUENT EVENTS

  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.


<PAGE>
<PAGE> 17

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

General
---------

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

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

     The Company has entered into an agreement and plan or reorganization with
Lifesmart Nutrition, Inc., which will result in the Company changing its focus
from the oil and gas industry to the nutritional supplement products such as
creatine and calcium.  Under the terms of the proposed reorganization
agreement, Lifesmart's management will assume control over the operations of
the Company and the business focus of the Company will become that of
Lifesmart.  As part of the proposed reorganization, the Company will reverse
split its common stock on a 2 to 1 basis reducing its outstanding stock from
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> 18

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

     At June 30, 2001, Upland had assets of $967,138, which included an
advance to LifeSmart of $818,253.  The Company had current assets of only
$47,490 with current liabilities of $28,294 resulting in working capital of
$19,196. Since the reorganization agreement with LifeSmart was entered, all
monies raised have been used to fund LifSmart's operation with only ongoing
revenue used to support the oil and gas operations.

     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 June 30, 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 June 30, 2001, Upland's oil and gas operations had loss of $1,509.  This
was an improvements over prior quarters as oil prices remained high producing
sufficient revenue to pay most cost.

     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
           --------


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> 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: September 3, 2001              By: /s/
                                      ------------------------------------
                                      Lee Jackson, President and Principal
                                      Accounting and Chief Financial Officer