HISTORY AND ORGANIZATION ------------------------

LifeSmart Nutrition Technologies, Inc., a Utah corporation ("LifeSmart" or 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. The Company remained inactive other than raising some capital through the sale of its shares of Common Stock until 1991.

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...