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 November 30, 2002
Commission file number 0-22497
LIFESMART NUTRITION TECHNOLOGIES, INC.
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(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
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(Address of principal executive offices)
(801) 596-3222
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(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 January 8, 2003, the issuer had outstanding approximately
19,221,240 shares of its Common Stock, $0.001 par value per share.
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited consolidated balance sheet of LifeSmart Nutrition
Technologies, Inc., a Utah corporation, as of November 30, 2002, the unaudited
related consolidated statements of operations for the three and six month
periods ended November 30, 2002 and November 30, 2001, and the unaudited
related consolidated statements of cash flows for the six month periods ended
November 30, 2002 and November 30, 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 (consisting of
normal recurring 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
LifeSmart Nutrition Technologies, Inc.
Consolidated Balance Sheet
November 30,
(Unaudited)
2002
Assets
Current Assets:
Cash $ 0
Accounts receivable, net of allowance of $121,285 769,807
Inventories 368,838
--------------
Total current assets 1,138,645
Property and equipment, net 18,868
Intangibles, net 30,010
Other 61,051
--------------
Total assets $ 1,248,574
==============
Liabilities and Stockholders' Deficit
Current liabilities:
Bank overdraft $ 7,556
Line of credit 134,690
Accounts payable 2,199,167
Accrued expenses 791,827
Related party advances 170,000
Related party notes payable 700,879
--------------
Total current liabilities 4,004,119
--------------
Commitments and contingencies 0
Stockholders' deficit:
Common stock, par value $.001, 50,000,000 shares
authorized; 19,221,240 shares issued and
outstanding 19,221
Capital in excess of par value 7,798,542
Subscription receivable (241,676)
Accumulated deficit (10,331,632)
--------------
Total stockholders' deficit (2,755,545)
--------------
Total liabilities and stockholders' deficit $ 1,248,574
==============
3
LifeSmart Nutrition Technologies, Inc.
Consolidated Statement of Operations
Three Months Ended Six Months Ended
November 30, November 30,
(Unaudited) (Unaudited)
2002 2001 2002 2001
Net Sales $ 877,779 $1,096,131 $ 1,327,584 $1,492,383
Cost of sales 622,912 811,558 959,935 1,048,623
---------- ---------- ----------- ----------
Gross profit 254,867 284,573 367,649 443,760
---------- ---------- ----------- ----------
Operating expenses:
Selling and marketing 487,440 160,622 544,139 395,684
General and administrative 288,386 334,556 598,976 591,791
Research and development 1,687 10,393 4,706 10,533
---------- ---------- ----------- ----------
Total operating expenses 777,513 505,571 1,147,821 998,008
---------- ---------- ----------- ----------
Loss from operations (522,646) (220,998) (780,172) (554,248)
Other income (expense):
Interest income 27 156 57 455
Interest expense (210,604) (234,549) (502,017) (247,122)
Other 11,169 0 (4,043) 642
---------- ---------- ----------- ----------
Net loss before income taxes (722,054) (455,391) (1,286,175) (800,273)
Provision for income taxes 0 0 0 0
---------- ---------- ----------- ----------
Net loss $ (722,054) $ (455,391)$(1,286,175)$ (800,273)
========== ========== =========== ==========
Net loss per share-basic and
diluted $ (0.04) $ (0.04)$ (0.08)$ (0.07)
========== ========== =========== ==========
Weighted average common and
common equivalent shares-basic
and diluted 17,595,000 11,307,000 16,402,000 11,307,000
========== ========== =========== ==========
4
LifeSmart Nutrition Technologies, Inc.
Consolidated Statement of Cash Flows
Six Months Ended
November 30,
(Unaudited)
2002 2001
Cash flows from operating activities:
Net loss $(1,286,175) $ (800,273)
Adjustments to reconcile net loss to net cash
used in operating activities:
Bad debt expense 34,644 22,344
Depreciation and amortization expense 5,220 16,598
Common stock issued for services 400,000 0
Stock options issued for interest 173,415 63,754
(Increase) or decrease in:
Accounts receivable (380,585) (549,401)
Inventory 178,213 (321,621)
Prepaid expense 0 2,513
Other assets (252) (2,515)
Increase or (decrease) in:
Accounts payable 610,999 402,852
Accrued liabilities 273,142 3,891
----------- -----------
Net cash provided by or (used in) operating
activities 8,621 (1,161,858)
----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (1,492) 0
Additions to intangible assets (10,898) (13,930)
----------- -----------
Net cash used in investing activities (12,390) (13,930)
----------- -----------
Cash flows from financing activities:
Increase or (decrease) in cash overdraft 7,556 (38,222)
Proceeds from advances 120,000 351,000
Net proceeds (payments) on line of credit (114,341) 684,942
Proceeds from related party debt 0 708,500
Reduction of related party debt (20,080) (617,611)
Reduction of subscription receivable 0 87,179
----------- -----------
Net cash (used in) or provided by financing
activities (6,865) 1,175,788
----------- -----------
Net increase (decrease) in cash (10,634) 0
Cash, beginning of period 10,634 0
----------- -----------
Cash, end of period $ 0 $ 0
=========== ===========
5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
November 30, 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 and six
months ended November 30, 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 GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Because of recurring operating
losses, the excess of current liabilities over current assets, and the
stockholders' deficit, there is substantial doubt about the Company's ability
to continue as a going concern. The Company's ability to continue as a going
concern is dependent on attaining profitable operations, restructuring its
financing arrangements, and obtaining additional outside financing. However,
there can be no assurance the Company will be successful in this regard. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
NOTE D 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 E SUPPLEMENTAL CASH FLOW INFORMATION
Six Months Ended
November 30
2002 2001
Actual amounts of cash paid for:
Interest $ 2,137 $ 46,052
========== =========
Income taxes $ - 0 - $ - 0 -
========== =========
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
7
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.
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 November 30, 2002, the Company had total current assets of
$1,138,645, comprised of $769,807 in accounts receivable, net, and $368,838 in
inventories. The Company's remaining assets represented property and
equipment, net of $18,868, intangibles, net of $30,010, and other assets of
$61,051. As of November 30, 2002, the Company had total current liabilities
of $4,004,119, comprised of accounts payable of $2,199,167, accrued expenses
of $791,827, related party notes payable of $700,879, related party advances
of $170,000, a line of credit in the amount of $134,690 secured by accounts
receivable, and a bank overdraft of $7,556. During the three and six month
periods ended November 30, 2002, the Company was able to largely fund
operations with cash provided by operations.
The Company acquired LifeSmart Nutrition, Inc. on February 15, 2002,
which needs additional operating capital. 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 November 30, 2002, LifeSmart had no cash on hand.
LifeSmart has been able to continue operations since November 30, 2002,
largely due to an arrangement with its primary manufacturer/supplier to
manufacture LifeSmart's products then ship the products to selected customers
who pay
the manufacturer/supplier direct for the products. The manufacturer/supplier
then deducts its costs to manufacture before paying the net proceeds to
LifeSmart. In the event that the manufacturer/supplier decides to terminate
this arrangement before LifeSmart raises substantial additional capital or
obtains another financing source, LifeSmart may not be able to continue in
business. There can be no assurance that the Company will be successful in
its efforts to raise such capital or obtain other financing sources.
8
Results of Operations
During the three months ended November 30, 2002, the Company had net
sales of $877,779, a decrease of $218,352 from the net sales of $1,096,131
which the Company had in the three months ended November 30, 2001. The
Company's gross profit for the three months ended November 30, 2002, was
$254,867, or 29% of sales, a decrease of $29,706 from the gross profit of
$284,573, or 26% of sales, generated in the three months ended November 30,
2001. The increase in gross profit percentage was due to higher material
costs related to obsolete inventory written off in the prior period.
Operating expenses for the three months ended November 30, 2002 were $777,513,
an increase of $271,942 from the operating expenses of $505,571 incurred in
the three months ended November 30, 2001. The increase in operating expenses
was largely attributable to the increase in selling and marketing expenses
which increased to $487,440 in the current period from $160,622 incurred in
the prior period. This increase in selling and marketing expenses was largely
attributable to the issuance of 4,000,000 shares of LifeSmart common stock for
marketing services. The shares were valued at $0.10 per share. The Company
anticipates that as sales increase, general and administrative expenses will
become a smaller percentage of total sales.
During the six months ended November 30, 2002, the Company had net sales
of $1,327,584, a decrease of $164,799 from the net sales of $1,492,383 which
the Company had in the six months ended November 30, 2001. The decline in
sales was mainly due to the Company's lack of cash on hand to fund customer
orders. The Company's gross profit for the six months ended November 30,
2002, was $367,649, or 28% of sales, a decrease of $76,111 from the gross
profit of $443,760, or 30% of sales, generated in the six months ended
November 30, 2001. The change in gross profit % was due to decreased sales of
higher profit margin products in the current period. Operating expenses for
the six months ended November 30, 2002 were $1,147,821, an increase of
$149,813 from the operating expenses of $998,008 incurred in the six months
ended November 30, 2001. The increase in operating expenses was largely
attributable to a $148,455 increase in selling and marketing expenses. This
increase in selling and marketing expenses was largely attributable to the
issuance of 4,000,000 shares of LifeSmart common stock for marketing services.
The shares were valued at $0.10 per share.
During the three months ended November 30, 2002, LifeSmart experienced a
net loss in the amount of $722,054, or approximately ($0.04) per share, which
is $266,663 greater than the net loss of $455,391, or approximately ($0.04)
per share, incurred during the three months ended November 30, 2001. For the
six months ended November 30, 2002, the Company incurred a net loss of
$1,286,175, or approximately ($0.08) per share. This was $485,902 more than
the net loss of $800,273, or approximately ($0.07) per share, incurred by the
Company during the six month period ended November 30, 2001.
The Company attributes the increased net loss for the three and six
month periods ended November 30, 2002 primarily to increased selling and
marketing expenses during those periods, and also to increased interest
expenses incurred to finance the growth of the Company's nutraceutical
business. During the six months ended November 30, 2002, the Company recorded
$173,415 of interest expense related to the issuance of options/warrants to
purchase common stock to current note holders. LifeSmart anticipates that
interest expenses will decrease due to its present arrangement with its
primary manufacturer/supplier, and that operating expenses, including selling
and marketing expenses, will decrease as a percentage of sales.
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.
9
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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
During the three months ended November 30, 2002, the three lawsuits
described below were pending 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. This lawsuit is presently pending. The Company has been
vigorously defending this lawsuit.
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
10
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. The parties have tentatively settled this lawsuit,
subject to LifeSmart's payment of $5,000 to International Co-Packing on
or before January 24, 2003.
3. The Judge Building Group commenced litigation against
LifeSmart Nutrition, Inc. on or about November 27, 2002 in the Third
District Court, State of Utah, Salt Lake Department (Case No. Civil
020913499). The Judge Building Group sought an order requiring
LifeSmart Nutrition, Inc. to move out of the office space which it had
leased from The Judge Building Group and a judgment against LifeSmart
for treble damages and costs incurred. A judgment was entered against
LifeSmart for approximately $14,000. The parties are attempting to
negotiate a settlement that would allow LifeSmart to continue to occupy
and lease the office space.
Item 2. Changes in Securities.
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 issued
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 3. Defaults Upon Senior Securities.
As of November 30, 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.
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 November 30, 2002.
Item 5. Other Information.
Not applicable.
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 November 30, 2002.
11
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: January 21, 2003 By:/s/Raymond J. Woolston
----------------- ------------------------------------
Raymond J. Woolston, Chief Financial
Officer and Chief Accounting Officer
12
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
subsequent to the date of our recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 21, 2003 /s/Darald A. Donnell
----------------- ----------------------------------
Darald A. Donnell, Chief Executive
Officer
13
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 o
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
subsequent to the date of our recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: January 21, 2003 /s/Raymond J. Woolston
----------------- ------------------------------------
Raymond J. Woolston, Chief Financial
Officer
14
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of LifeSmart Nutrition
Technologies, Inc. on Form 10-QSB for the period ending November 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Darald A. Donnell, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of the
operation of the Company.
/s/Darald A. Donnell
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Darald A. Donnell
Chief Executive Officer
January 21, 2003
15
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of LifeSmart Nutrition
Technologies, Inc. on Form 10-QSB for the period ending November 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Raymond J. Woolston, certify, pursuant to 18 U.S.C. ss. 1350, as
adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of the
operation of the Company.
/s/Raymond J. Woolston
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Raymond J. Woolston
Chief Financial Officer
January 21, 2003
16