FORM 10-QSB U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended: March 31, 2003 Commission File Number: 001-04026 LIFESTYLE INNOVATIONS, INC. (Exact name of small business issuer as specified in its charter) Nevada 82-6008727 (State of Incorporation) (IRS Employer ID No) 3801 William D. Tate Avenue, Suite 100, Grapevine, TX 76051 (Address of principal executive office) 817-421-0010 (Issuer's 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 . The number of shares outstanding of registrant's common stock, par value $.001 per share, as of March 31, 2003 was 20,352,930 shares. Transitional Small Business Disclosure Format (Check one): Yes No X . ----- ---- 1 Lifestyle Innovations, Inc. and Subsidiaries (A Majority Owned Subsidiary of eResource Capital Group, Inc.) INDEX Page No. Part I. Financial Information (unaudited) Item 1.Condensed Consolidated Balance Sheet - March 31, 2003 3 Condensed Consolidated Statements of Operations - 4 Three Months Ended March 31, 2003 and 2002 Condensed Consolidated Statements of Operations - 5 Nine Months Ended March 31, 2003 and 2002 Condensed Consolidated Statement of Stockholders' Equity - 6 Nine Months Ended Mach 31, 2003 Condensed Consolidated Statements of Cash Flows - 7 Nine Months Ended March 31, 2003 and 2002 Notes to Condensed Consolidated Financial Statements - 8-22 Nine Months Ended March 31, 2003 and 2002 Item 2.Management's Discussion and Analysis of Financial Condition and 23-26 Results of Operations Item 3. Controls and Procedures 26 Part II. Other Information 27-32 2 Lifestyle Innovations, Inc. and Subsidiaries (A Majority Owned Subsidiary of eResource Capital Group, Inc.) Condensed Consolidated Balance Sheet March 31, 2003 (Unaudited) Assets Current assets Cash and cash equivalents .............................................. $ 534,483 Accounts receivable, net of allowance for bad debts of $96,594 ......... 1,165,101 Inventories ............................................................ 816,924 Prepaid expenses and other assets ...................................... 113,997 ------------ Total current assets ................................................. 2,630,505 Property and equipment, net .............................................. 616,357 Other assets ............................................................. 44,934 Goodwill, net ............................................................ 11,784,298 ------------ Total assets ........................................................... $ 15,076,094 ============ Liabilities and Stockholders' Equity Current liabilities Current portion of long-term debt, capital leases and notes payable ..... $ 2,289,839 Accounts payable and accrued expenses ................................... 3,724,278 Unearned income ......................................................... 35,822 Due to related parties .................................................. 226,430 Due to RCG and its subsidiaries ......................................... 1,481,146 ------------ Total current liabilities ................................................ 7,757,515 Long-term debt and capital leases, less current portion .................. 2,177,619 Stockholders' equity Series A Convertible Preferred stock, $.10 par value; 1,000,000 shares . 100,000 authorized, issued and outstanding; liquidation preference $2,750,000; convertible into common stock, currently 1,000,000 shares Common stock, $.001 par value; authorized 250,000,000 shares; .......... 20,353 issued and outstanding 20,352,930 shares Additional paid in capital ............................................. 12,316,303 Subscribed, unissued common stock ...................................... 457,515 Common stock warrants .................................................. 206,295 Stock subscription receivable .......................................... (4,000) Accumulated deficit .................................................... (7,955,506) ------------ Total stockholders' equity ............................................... 5,140,960 ------------ Total liabilities and stockholders' equity ............................. $ 15,076,094 ============ See accompanying notes to consolidated financial statements. 3 Lifestyle Innovations, Inc. and Subsidiaries (A Majority Owned Subsidiary of eResource Capital Group, Inc.) Condensed Consolidated Statements of Operations Three months ended March 31, 2003 and 2002 (Unaudited) 2003 2002 Sales and revenues Products .................................. $ 815,702 $ 393,045 Services and other ........................ 188,266 235,255 ------------ ---------- 1,003,968 628,300 Cost of sales ............................... 606,582 419,489 ------------ ---------- Gross profit .............................. 397,386 208,811 Other expense (income): Selling, general and administrative expense 867,192 501,113 Stock option and warrant compensation ..... 467,540 7,125 Depreciation and amortization ............. 33,466 21,237 Loss on disposal of fixed assets .......... 10,710 - Management fee - parent ................... 30,000 50,000 Interest expense .......................... 70,892 38,506 ------------ ---------- 1,479,800 617,981 ------------ ---------- Loss before income taxes .................... (1,082,414) (409,170) Income taxes................................. - - ------------ ---------- Net loss .................................... $ (1,082,414) $ (409,170) ============ ========== Net loss per share, basic and diluted ....... $ (0.05) $ (0.03) ============ ========== Weighted Average Shares Outstanding ......... 20,352,930 16,000,000 ============ ========== See accompanying notes to consolidated financial statements. 4 Lifestyle Innovations, Inc. and Subsidiaries (A Majority Owned Subsidiary of eResource Capital Group, Inc.) Condensed Consolidated Statements of Operations Nine months ended March 31, 2003 and 2002 (Unaudited) 2003 2002 Sales and revenues Products .................................. 1,656,569 1,796,962 Services and other ........................ 448,534 577,678 ----------- ----------- 2,105,103 2,374,640 Cost of sales ............................... 1,302,641 1,524,042 ----------- ----------- Gross profit .............................. 802,462 850,598 Other expense (income): Selling, general and administrative expense 2,085,330 1,525,942 Stock option and warrant compensation ..... 481,790 16,625 Depreciation and amortization ............. 98,604 58,053 Loss (gain) on disposal of fixed assets ... 12,032 (171,600) Management fee - parent ................... 90,000 147,000 Debt forgiveness by related parties........ - (24,351) Interest income............................ (506) - Interest expense .......................... 166,288 106,951 ----------- ----------- 2,933,538 1,658,620 ----------- ----------- Loss before income taxes .................... (2,131,076) (808,022) Income taxes................................. - - ----------- ----------- Net loss .................................... $(2,131,076) $ (808,022) =========== =========== Net loss per share, basic and diluted ....... $ (0.11) $ (0.05) =========== =========== Weighted Average Shares Outstanding.......... 19,261,500 16,000,000 =========== =========== See accompanying notes to consolidated financial statements. 5 Lifestyle Innovations, Inc. and Subsidiaries (A Majority Owned Subsidiary of eResource Capital Group, Inc.) Condensed Consolidated Statement of Stockholders' Equity Nine Months Ended March 31, 2003 (Unaudited) Additional Preferred Stock Common Stock Paid-in Shares Par Value Shares Par Value Capital ------ --------- ------ --------- ------- Balance, June 30, 2002 - $ - 16,000,000 $ 16,000 $11,602,587 Acquire Lifestyle Innovations, Inc. .... - - 4,074,530 4,075 84,074 Acquire FutureSmart Systems, Inc. ........ 1,000,000 100,000 - - - Notes payable converted to common stock ...... - - 100,000 100 217,400 Common stock sold for cash ................. - - 178,400 178 412,242 Net loss .............. - - - - - ----------- ----------- ----------- ----------- Balance, March 31, 2003 1,000,000 $ 100,000 20,352,930 $ 20,353 $12,316,303 =========== =========== =========== =========== Subscribed Unissued Common Stock Common Stock Subscription Retained Stock Warrants Receivable (Deficit) Total --------- -------- ---------- -------- ----- Balance, June 30, 2002 $ - $ - $ - $(5,824,430) $ 5,794,157 Acquire Lifestyle Innovations, Inc. .... - - (4,000) - 84,149 Acquire FutureSmart Systems, Inc. ........ - 206,295 - - 306,295 Notes payable converted to common stock ...... - - - - 217,500 Common stock sold for cash ................. 457,515 - - - 869,935 Net loss .............. - - - (2,131,076) (2,131,076) ----------- ----------- ----------- ----------- Balance, March 31, 2003 $ 457,515 $ 206,295 $ (4,000) $(7,955,506) $ 5,140,960 =========== =========== =========== =========== See accompanying notes to consolidated financial statements. 6 Lifestyle Innovations, Inc. and Subsidiaries (A Majority Owned Subsidiary of eResource Capital Group, Inc.) Condensed Consolidated Statements of Cash Flows Nine Months Ended March 31, 2003 and 2002 (Unaudited) 2003 2002 Cash flows from operating activities Net loss .......................................... $(2,131,076) $ (808,022) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation .................................... 98,604 58,053 Loss (gain) on sale of assets ................... 12,032 (171,600) Common stock option expense ..................... 481,790 16,625 Allowance for bad debts ......................... 55,713 - Acquisition of marketable securities - (150,000) Decrease (increase) in assets: Accounts receivable ........................... (274,474) (92,147) Inventories ................................... (46,951) (130,975) Prepaid expenses and other assets ............. (13,394) (45,134) Increase (decrease) in liabilities: Accounts payable and accrued expenses ......... 684,445 111,837 Deposits and unearned income .................. (46,726) (374,187) ----------- ----------- Net cash used in operating activities ............. (1,180,037) (1,585,550) ----------- ----------- Cash flows from investing activities Acquisition of property and equipment ............ (72,170) (171,864) Acquisition of Lifestyle Tech -Atlanta - (289,991) Acquisition of FutureSmart Systems, Inc. ......... (364,107) - ----------- ----------- Net cash used in financing activities ............. (436,277) (461,855) ----------- ----------- Cash flows from financing activities Common stock issued for cash ...................... 412,420 - Subscribed, unissued common stock ................. 457,515 - Cash received in excess of cash paid in acquisition 273,518 - Loan proceeds ..................................... 725,000 1,566,189 Repayment of notes payable ........................ (114,219) - Loans from related parties ........................ 379,593 145,000 Advances from parent 4,693 400,508 ----------- ----------- Net cash provided by financing activities ......... 2,138,520 2,111,697 ----------- ----------- Net increase in cash and cash equivalents ......... 522,206 64,292 Cash and cash equivalents, beginning of period .... 12,277 1,426 ----------- ----------- Cash and cash equivalents, end of period .......... $ 534,483 $ 65,718 =========== =========== See accompanying notes to consolidated financial statements. 7 Lifestyle Innovations, Inc. and Subsidiaries (A Majority Owned Subsidiary of eResource Capital Group, Inc.) Notes to Condensed Consolidated Financial Statements Nine months ended March 31, 2003 and 2002 (Unaudited) A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (1) Principles of Consolidation and Basis of Presentation - The consolidated financial statements include the accounts of Lifestyle Innovations, Inc. ("LFSI") and its wholly owned subsidiaries LST, Inc. ("LST"), LST Integrators, Inc. ("Integrators"), LifeStyle Technologies Franchising Corp. ("Franchising"), FutureSmart Systems, Inc. ("FutureSmart") and Brittany Enterprises, Inc. ("Brittany") (collectively the "Company"). All material intercompany accounts and transactions have been eliminated. Effective July 15, 2002 Princeton Mining Company changed its name to Lifestyle Innovations, Inc. At March 31, 2003 the Company has a significant working capital deficit of $5,127,010. The major components of the working capital deficit include: $1,481,146 due to RCG and its subsidiaries, $3,724,278 in accounts payable and accrued expenses and notes payable in the amount of $2,289,839. The Company does not have sufficient cash flows to meet its obligations currently due within the next 12 months. The Company is currently exploring additional sources of liquidity, including debt and equity financing alternatives and potential sales of its Common Stock in private placement transactions. Additionally, the Company plans on negotiating with its debt holders to extend or convert some or all of the debt due in August 2003. If the Company is (i) unable to grow its business or improve its operating cash flows as expected, (ii) unsuccessful in extending a substantial portion of the debt repayments scheduled for August 2003, or (iii) unable to raise additional funds through private placement sales of its Common Stock, then the Company will need to secure alternative debt or equity financing to provide it with additional working capital. There can be no assurance that additional financing will be available when needed or, if available, that it will be on terms favorable to the Company and its stockholders. If the Company is not successful in generating sufficient cash flow from operations, or in raising additional capital when required in sufficient amounts and on terms acceptable to the Company, these failures would have a material adverse effect on the Company's business, results of operations and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's current shareholders would be diluted. (2) Organization - LFSI was organized in September 1950, under the laws of the State of Idaho. LFSI completed its acquisition of FutureSmart effective March 7, 2003 after which date the results of operations of FutureSmart are included in the consolidated financial statements. The acquisition is discussed in Note C. 8 On September 5, 2002, LFSI acquired LST, a Delaware corporation, and its wholly owned subsidiaries, Lifestyle Technologies Franchising Corp., Lifestyle Security, Inc. and Lifestyle Technologies Atlanta, all organized in July 2001. LFSI issued 16,000,000 shares of its common stock to eResource Capital Group, Inc. ("RCG"), to acquire 100% interest in LST. At March 31, 2003 RCG owns 77% of the outstanding common stock of LFSI. On February 20, 2003 LFSI reorganized its corporate structure. LST Integrators, Inc. became a wholly owned subsidiary of LFSI and the company-store operations located in Charlotte, NC and Atlanta, GA were transferred to Integrators. Simultaneously Franchising became a wholly owned subsidiary of LFSI and LST and LifeStyle Security, Inc. became inactive. LFSI had only nominal operations prior to the merger, leasing two condominium units, accordingly for accounting purposes the transaction has been treated as the issuance of stock by LST for the net monetary assets of LFSI, accompanied by a recapitalization of LST. The accounting treatment is identical to accounting for a reverse acquisition, except that no goodwill or other intangible asset is recorded. The historical financial statements prior to September 5, 2002 are those of LST. On April 24, 2001, LFSI acquired Brittany, a Nevada corporation organized on October 29, 1998. For accounting purposes, the acquisition has been treated as the acquisition of Brittany by LFSI with Brittany as the purchaser (reverse acquisition). Brittany did not have operations until March 30, 2001, when it acquired two condominium units that it is leasing. Princeton Mining Company, an Idaho corporation, merged into its wholly owned subsidiary, Princeton Mining Company, a Nevada corporation on May 6, 2002. Princeton Mining Company, a Nevada corporation, was the survivor. (3) Nature of Business - LST is a full service home technology integration company providing builders, homeowners, and commercial customers with complete installation and equipment for structured wiring, security, personal computer networking, audio, video, home theater, central vacuum and accent lighting. LST has also secured relationships with product manufacturers, distributors and service providers (cable, Internet service, broadband and security). The Company launched a national franchising program in the fourth quarter of fiscal 2001 and, has since sold 17 franchises. LST also owns and operates locations in the Charlotte, NC and Atlanta, GA markets. FutureSmart is a manufacturer and distributor of structured wiring and home networking systems. FutureSmart develops and distributes home technology products designed to meet the current and future needs of homeowners for computer networking, audio/video distribution and home automation. Their products include, distribution panels, computer networking components, security systems, telephone distribution systems and wiring for home technologies. Brittany is the owner of two condominium units that are located in Dallas, Texas which are currently under lease. 9 (4) General - The financial statements included in this report have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation. These financial statements have not been audited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the financial statements and notes thereto included in LST's Annual Report for the period ended June 30, 2002, which is included in the Company's Form 8-K/A filed on November 18, 2002. B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company classifies as cash equivalents any investments which can be readily converted to cash and have an original maturity of less than three months. At times cash and cash equivalent balances at a limited number of banks and financial institutions may exceed insurable amounts. The Company believes it mitigates its risks by depositing cash or investing in cash equivalents in major financial institutions. Fair Value of Financial Instruments The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: o Cash and cash equivalents: The carrying amount reported in the balance sheet for cash approximates its fair value. o Accounts receivable and accounts payable: Due to their short term nature, the carrying amounts reported in the balance sheet for accounts receivable and accounts payable approximate their fair value. The Company provides for any losses through its allowance for doubtful accounts. o Notes payable: The carrying amount of the Company's notes payable approximate their fair value. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, accounts receivable, investments, and notes payable. The Company places its cash with high credit quality financial institutions. The Company performs 10 periodic credit evaluations of its customers' financial condition and generally does not require collateral. Although due dates of receivables vary based on contract terms, credit losses have been within management's estimates in determining the level of allowance for doubtful accounts. Overall financial strategies are reviewed periodically. Inventories Inventories for the LifeStyle company owned stores consists of purchased components, which are recorded at the lower of cost or market with cost being determined on a first-in, first-out (FIFO) method. Inventories for FutureSmart include materials, labor and overhead costs and are stated at the lower of FIFO cost or market. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation is calculated by using the straight-line method over the estimated useful lives of the assets, which is five to seven years for all categories except for computer software, with is depreciated over 3 years. Leasehold improvements are amortized over the life of the lease if it is shorter than the estimated useful life. Repairs and maintenance are charged to expense as incurred. Expenditures for betterments and renewals are capitalized. The cost of property and equipment and the related accumulated depreciation are removed from the accounts upon retirement or disposal with any resulting gain or loss being recorded as other income or expenses. Equipment under capital lease is recorded at the lesser of the fair value of the asset or the present value of minimum lease payments. Goodwill and Intangible Assets The Company records goodwill and intangible assets arising from business combinations in accordance with FAS No. 141 "Business Combinations" ("FAS 141") which requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. FAS 141 also specifies the criteria applicable to intangible assets acquired in a purchase method business combination to be recognized and reported apart from goodwill. The Company accounts for goodwill and intangible assets in accordance with FAS 142. The Company adopted FAS 142 effective July 1, 2001. In completing the adoption of FAS 142, LST allocated its previously existing goodwill as of July 1, 2001 to its reporting units, as defined in FAS 142, and performed an initial test for impairment as of that date. In accordance with FAS 142, the Company no longer amortizes goodwill. FAS 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested at least annually for impairment. FAS 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and be reviewed for impairment. Stock Options and Warrants The Company accounts for stock-based awards to employees using the intrinsic value method described in Accounting Principles Board Opinion 11 (APB) No. 25, "Accounting for Stock Issued to Employees" and its related interpretations. Accordingly, no compensation expense has been recognized in the accompanying consolidated financial statements for stock-based awards to employees when the exercise price of the award is equal to or greater than the quoted market price of the stock on the date of the grant. On March 7, 2003, pursuant to her employment agreement, Jacqueline E. Soechtig, Chief Executive Officer since March 7, 2003, was granted (1) an incentive stock option to purchase 500,000 shares of Common Stock at an exercise price equal to the trading price of such stock on the last trading day prior to Board approval ($5.10), with 166,666 option shares to vest and become exercisable on the effective date of the agreement and 166,667 option shares to vest and become exercisable on each of the first and second anniversaries of the effective date, subject to her continued employment and (2) a non-qualified stock option to purchase 500,000 shares at an exercise price equal to $2.50, with 166,666 option shares to vest and become exercisable on the effective date of this agreement and 166,667 option shares to vest and become exercisable on each of the first and second anniversaries of the effective date, subject to her continued employment. Both options will expire ten years from the effective date. On September 5, 2002, Paul Johnson, Chief Executive Officer of the Company until March 7, 2003, was granted an option to acquire 400,000 shares of Common Stock at an exercise price of $2.20, the trading price on that day. The option will expire three years from the effective date. SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123" require disclosures as if the Company had applied the fair value method to employee awards rather than the intrinsic value method. The fair value of stock-based awards to employees is calculated through the use of option pricing models, which were developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Company's fair value calculations for awards from stock option plans were made using the Black-Scholes option pricing model with the following weighted average assumptions: expected term, three and ten years from the date of grants in fiscal 2003; stock price volatility, 104% to 122%; risk free interest rate, 4.5% to 4.67%; and no dividends during the expected term as the Company does not have a history of paying cash dividends. 12 If the computed fair values of the stock-based awards had been amortized to expense over the vesting period of the awards, net income (loss) and net income (loss) per share, basic and diluted, would have been as follows: Three Months Ended March 31, 2003 and 2002 2003 2002 ---- ---- Net loss, as reported $ (1,082,414) $ (409,170) Add: Stock-based employee compensation included in reported net loss 460,415 - Deduct: Total stock-based compensation expense determined under fair value method for all awards (1,743,152) - ----------------- ----------------- Net loss, proforma $ (2,365,151) $ (409,170) ================= ================= Net loss per share, basic and diluted $ (.12) $ (.03) ================= ================= Nine Months Ended March 31, 2003 and 2002 Net loss, as reported $ (2,131,076) $ (808,022) Add: Stock-based employee compensation included in reported net loss 460,415 - Deduct: Total stock-based compensation expense determined under fair value method for all awards (2,319,152) - ----------------- ----------------- Net loss, proforma $ (3,989,813) (808,022) ================= ================= Net loss per share, basic and diluted $ (.21) $ (.05) ================= ================= Options and warrants issued to non-employees are accounted for under FAS No. 123, "Accounting for Stock Based Compensation". For the options and warrants issued to non-employees, the fair value of each award is calculated using the Black-Scholes Model in accordance with FAS No. 123. On May 7, 2002 the Board of Directors adopted and the shareholders approved by majority consent the Princeton Mining Company 2002 Stock Option Plan. The Plan provides for the issuance of up to 2 million shares of the Company's $.001 par value Common Stock in connection with stock options and other awards under the Plan. The Plan authorizes the grant of incentive stock options and non-statutory stock options. At March 31, 2003 there were options granted under the Plan for 1,050,000 shares (716,666 shares vested) and 950,000 shares available for grant. 13 Revenue Recognition Integrator's home technology services work is completed in three phases - pre-wiring, trim-out and hardware installation. Integrator invoices its customers and records revenue as work is completed on each project. For alarm monitoring service contracts sold by Integrator, revenue is recognized only when the contracts are sold to third party finance companies or as billed if Integrator holds and services the contract. Integrator sells substantially all of its alarm monitoring contracts immediately subsequent to the date the contracts are signed by the customer. Sales of franchise licenses are recognized as revenue when the obligations under the franchise agreement are "substantially complete." Franchising generally defines "substantially complete" as the completion of training by the franchisee's General Manager and the approval of the franchise location plan. Royalties are based on a percentage of the sales recorded by franchisees and are recorded as earned. Procurement fees charged to franchisees are recorded in the month that the related product is shipped to the franchisee. Revenue from FutureSmart product sales is typically recognized at the time the product is shipped. Generally, the risks and rewards of the products, including title, are transferred at this time. FutureSmart records reserves for sales returns and uncollectible accounts at the time the product is shipped, which amounts have historically approximated actual results. Net Loss Per Common Share The Company has adopted SFAS No. 128 which establishes standards for computing and presenting earnings per share (EPS) for entities with publicly held common stock. The standard requires presentation of two categories of EPS - basic EPS and diluted EPS. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the year. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. All potential dilutive securities are antidilutive as a result of the Company's net loss for the three and nine month periods ended March 31, 2003 and 2002, respectively. Accordingly, basic and diluted EPS are the same for each period. Advertising Costs Advertising costs are generally charged to operations in the period incurred and totaled $51,485 and $39,825 for the nine months ended March 31, 2003 and 2002, respectively and $31,382 and $11,660 for the three months ended March 31, 2003 and 2002, respectively. 14 Marketing Fund Franchising's franchise agreement requires franchisees to pay 1.25% of their sales into a general marketing fund to be used to promote the Lifestyle name and home technology concept on a national basis. Franchising records these receipts into the marketing fund liability, classified in accounts payable and accrued expenses, which Franchising administers. The marketing fund is managed by a committee consisting of management of Franchising and representatives from certain franchises. Research and Development Costs Research and development costs are expensed as incurred. Income Taxes Income taxes are accounted for in accordance with FAS 109, "Accounting for Income Taxes", which prescribes the use of the asset/liability method. Deferred taxes represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. They arise from differences between the financial reporting and tax basis of assets and liabilities and are adjusted for changes in tax laws and tax rates when those changes are enacted. The provision for income taxes represents the total of income taxes paid or payable for the current year, plus the change in deferred taxes during the year. Management of the Company elected to provide a reserve against the potential future income tax benefits from its current net operating loss, due to the uncertainty of its realization. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. C. ACQUISITIONS AND DISPOSITIONS FUTURESMART SYSTEMS, INC. On March 7, 2003 LFSI completed its acquisition of FutureSmart Systems, Inc., a manufacturer and distributor of structured wiring and home networking distribution panels. The consolidated financial statements include the results of FutureSmart from the date of acquisition. 15 The purchase price of $801,910 consisted of the issuance of 1,000,000 shares of LFSI's $.10 par value preferred stock, a bridge loan by LFSI to FutureSmart of $224,830 and $477,080 in direct transaction costs. Total consideration was allocated as follows: Current assets .......................... $ 1,244,416 Property and equipment .................. 309,296 Goodwill and other intangible assets .... 2,864,072 Other ................................... 26,280 ----------- Total assets acquired .............. 4,444,064 Current liabilities ..................... (1,616,381) Non-current liabilities ................. (2,025,773) ----------- Total liabilities assumed .......... (3,642,154) ----------- Purchase price ................ 801,910 Preferred stock issued .................. (100,000) Common stock warrants issued ............ (206,295) Cash acquired ........................... (131,508) ----------- Cash paid, net of cash acquired $ (364,107) =========== The acquisition of FutureSmart was accounted for as a purchase in accordance with SFAS No. 141, and the Company has accordingly allocated the purchase price of FutureSmart based upon the fair values of the net assets acquired and liabilities assumed. The allocation of the purchase price has not been finalized; however, the Company does not expect material changes. Pursuant to the acquisition agreement, the shareholders of FutureSmart could receive "Earn out Consideration" of up to 1,200,000 LFSI common shares if FutureSmart achieves certain "Performance Milestones." In connection with LFSI's acquisition of FutureSmart RCG agreed until March 3, 2005, or one year from the registration of the shares of common stock for the FutureSmart shareholders if sooner, if RCG proposes to transfer 15% or more of the shares of LFSI owned by RCG (excluding registered offerings, sales to certain investors and related party sales) then certain of the FutureSmart shareholders shall have the right to participate in such transfer of stock on the same terms and conditions for up to 25% of the total sale. The following table is prepared on a pro forma basis for the three and nine month periods ended March 31, 2003 and 2002 as though FutureSmart had been acquired as of the beginning of the period presented (unaudited: in thousands except per share amounts): Three Months Nine Months Ended Ended March 31, March 31, 2003 2002 2003 2002 ---- ---- ---- ---- Revenues $ 1,683 $ 2,605 $ 5,240 $ 7,128 =========== ========== ========== =========== Net loss $ (1,702) $ (985) $ (4,309) $ (4,131) =========== ========== ========== =========== Basic and diluted loss per share $ (.08) $ (.06) $ (.22) $ (.26) ========= ======== ========= ========== 16 The pro forma results are not necessarily indicative of what would have occurred if the acquisition had been in effect for the periods presented. In addition, they are not intended to be a projection of future results and do not reflect any synergies that might be achieved from combining the operations. SALE OF BRANCHES In September 2001, the Company sold its branch locations in Greenville/Columbia, SC, Raleigh, NC and Hilton Head, SC to entities that are now operating these locations as franchises. These branches, which had a net equity deficit of $36,700, were sold for net proceeds of $134,900 resulting in a net gain of $ 171,600. LIFESTYLE TECHNOLOGIES ATLANTA, INC. On July 10, 2001, the Company acquired certain net assets and the business of a home technology company in Atlanta, GA, now operated as Lifestyle Technologies Atlanta, Inc. ("LSTA") for $1,255,000 which was paid in cash ($275,000), RCG Common Stock (139,365 shares) and a four - year term note ($250,000). Including direct acquisition costs, the total purchase price aggregated $1,259,857 and the transaction was accounted for using the purchase method of accounting. The excess value of the purchase price over the fair value of the net assets on the acquisition date aggregated $1,207,669 which was allocated to goodwill. D. INVESTMENTS The Company's investments, which are included in other assets, are comprised of a certificate of deposit, including accrued interest, which is pledged as collateral on a trade credit agreement with a vendor. E. PROPERTY AND EQUIPMENT A summary of property and equipment as of March 31, 2003 is as follows: Real estate ................... $ 46,394 Leasehold improvements ........ 35,031 Showrooms ..................... 184,962 Vehicles ...................... 12,074 Computers and office equipment 333,163 Furniture and fixtures ........ 134,882 Computer software ............. 42,201 --------- 788,706 Less: Accumulated depreciation (172,349) --------- Property and equipment, net ... $ 616,357 ========= 17 F. NOTES PAYABLE Notes payable at March 31, 2003 consist of the following: Note payable - due on demand bearing interest at the prime rate plus 1% and secured by assets pledged by a Related Party; past due; the Company is currently negotiating with the lender to extend the note, however there can be no assurance that they will be successful $ 100,000 Note payable - due in August 2003 with interest at 10%; collateralized by certain home technology assets (2) 300,000 Unsecured note payable - due on demand; with interest at 6% 500,000 Unsecured note payable - due October 1, 2003; with interest at 12% 225,000 Note payable - due on demand; with interest at 10%; collateralized by real estate 34,919 Note payable to related party - due in August 2003 with interest at 12%; unsecured 351,782 Note payable - due in August 2003 with interest at 12% and collateralized by certain home technology accounts receivable and inventory (1) 650,000 Capital leases with interest from 10.5% to 21.4%; monthly payments aggregating $3,486; due between March 2006 and November 2006 103,310 Note payable with interest at 10.75%; monthly payment, including interest, of $6,500; due October 2004 112,447 Convertible debentures; joint obligation of LFSI and FutureSmart; interest at 7% to be prepaid until March 5, 2005 with common stock of LFSI; convertible into common stock at $2.75 per share; collateralized by all assets of FutureSmart; senior to all other indebtedness of FutureSmart except the $112,447 note above; due March 5, 2005 1,900,000 Note payable - due in monthly installments of $3,000 and a balloon payment in July 2005; with interest at 8%; collateralized by home technology accounts receivable 190,000 ------------- 4,467,458 Less current maturities, including demand notes 2,289,839 -------------- Long-term portion $ 2,177,619 ============== (1) At the option of the note holder, this note can be converted into RCG's Common Stock at a ratio of one share of Common Stock for each $4.55 of outstanding principal and interest. (2) The principal and accrued interest on these notes payable are convertible to shares of RCG Common Stock at the greater of $1.12 per share or a 20% discount to the average closing price of the Common Stock for the ten days immediately preceding the conversion date. RCG's Common Stock closed at $.31 on March 31, 2003. 18 G. INCOME TAXES Deferred income taxes at March 31, 2003 consist primarily of net operating loss carryforwards, which amount to approximately $6,190,000 and expire between 2020 and 2023. A valuation allowance has been recorded for the full amount of the deferred tax assets. Further, due to substantial limitations placed on the utilization of net operating losses following a change in control, utilization of such NOL's could be limited. H. NON-EMPLOYEE STOCK OPTIONS AND WARRANTS During the three months ended March 31, 2003, the Company sold 20.5 units of a private placement and realized net proceeds of $457,515. Each unit consists of 9,000 shares of Common Stock, $.001 par value and a Series A Warrant to purchase 3,000 shares of Common Stock for $3.33 per share. Legend Merchant Group, Inc. is acting as placement agent for the offering and receives a commission of 10%. As a part of a private placement offering which was closed in December 2002, the Company sold 99.6 Units. Each Unit consisted of 4,000 shares of its Common Stock, 4,000 Series A Warrants and 4,000 Series B Warrants. The Series A Warrant entitles the holder to acquire the Company's Common Stock for $4.00 per share until its expiration on August 1, 2004. The Series B Warrant expires on August 1, 2005 and entitles the holder to acquire the Company's Common Stock for $6.00 per share. As discussed above, on September 5, 2002 RCG completed a transaction with LFSI to sell 100% of the common stock of LST in exchange for 16 million shares of LFSI stock. Pursuant to the terms of the Merger Agreement, each outstanding option or warrant issued to LST employees in connection with RCG's acquisition of LST will either be converted with the appropriate adjustment into an option or warrant to purchase LFSI common stock or will be terminated pursuant to their terms. If options or warrants are terminated pursuant to the terms of outstanding warrants or stock options agreements, or RCG's stock option plan, LFSI will grant warrants or options to holders of these securities. Newly granted options or warrants will be proportionate to the terminated amount and will have an exercise price equal to the market price of LFSI stock. During the period ended March 31, 2003, the Company recorded $21,375 in non-cash expense related to common stock and stock purchase warrants that were granted to a consultant engaged to assist the Company in developing and implementing its national franchising program. The fair value of these warrants, $57,000, as determined in accordance with FAS 123 has been recorded on the Company's financial statements and is being amortized to expense over the service period of the related agreement. At March 31, 2003 the unamortized balance in prepaid expenses was $9,500. I. CONVERTIBLE SERIES A PREFERRED STOCK Effective March 3, 2003 the Company amended their Articles of Incorporation to authorize the issue of 1,000,000 shares of Series A Convertible Preferred Stock, par value $.10 per share. The principal preferences and rights of the Series A Preferred Stock are: (i) entitled to receive dividends when and if declared; (ii) liquidation value of $2.75 per share plus an amount equal to 5% per annum 19 on the original issue price; (iii) each holder of shares shall be entitled to the number of votes equal to the number of shares of Common Stock into which each share of Series A Preferred Stock could be converted; (iv) conversion is at the option of the holder until 51% of the then outstanding shares elect to convert, at which time all remaining outstanding Series A Preferred Stock shall automatically be converted into Common Stock; (v) and the initial conversion price of $2.75 per share is subject to adjustment in the event of certain occurrences. J. TRANSACTIONS WITH RELATED PARTIES At March 31, 2003, notes and advances due to affiliates consisted of the following: DUE TO RELATED PARTIES Due to RCG and its subsidiaries ............................................................. $1,481,146 ========== Note payable to Michael Pruitt, CEO of RCG .................................................. 10,658 Advance from and accrued interest payable to Mr. Pruitt ..................................... 47,870 Advances from and accrued interest payable to G David Gordon, a shareholder and creditor of LFSI and RCG ................................................................................ 167,907 ---------- $ 226,430 ========== The amount due to RCG and its subsidiaries represents net advances to and from RCG and its subsidiaries. RCG also provides various services to the Company, including accounting and finance assistance, capital and debt raising, human resources and other general and administrative services. For the nine months ended March 31, 2003 and 2002, RCG charged the Company $90,000 and $147,000, respectively. For the three months ended March 31, 2003 and 2002, RCG charged the Company $30,000 and $50,000, respectively. The note payable to Mr. Pruitt, CEO of RCG, indicated in the above table bears interest at 12% per annum and is due on demand. The advance payable to Mr. Pruitt bears interest at a variable rate, which approximates the rate of interest earned on the Company's certificate of deposit investment, and is due on demand. Mr. Pruitt has pledged certain of his personal assets to secure a $100,000 bank credit facility for LST's home technology business. At March 31, 2003, the balance outstanding on this bank facility was $100,000. As noted above, the balance is currently past due and we are attempting to extend repayment terms. There can be no assurance we will be successful in obtaining an extension. Mr. Pruitt is also a minority investor in a company that has purchased franchise licenses and business operations of LST's home technology business in three markets in South Carolina and in another company that has purchased franchise licenses in three locations in Maryland. At March 31, 2003, the franchise locations in South Carolina owed the Company and its subsidiaries $47,000 and the franchise locations in Maryland owed the Company and its subsidiaries $13,000. Paul B. Johnson, President of the Company, is an investor in a company, which in November 2001 became a franchisee of the Company's home technology business in the Dallas, Texas market and purchased two additional locations in the Dallas, Texas market during the quarter ended March 31, 2003. The Dallas franchise location owed the Company and its subsidiaries $88,000 at March 31, 2003. 20 During fiscal 2002, Glenn Barrett resigned as President of Lifestyle and began LVA Technologies LLC ("LVA"), a low voltage wiring business that operates as a Lifestyle franchisee headquartered in Charlotte, NC to service the commercial market. The Company waived LVA's initial franchise fee for the commercial franchise. LVA also owns the Greenville and Columbia, SC franchises. LVA's low voltage wiring business pays royalties on products purchased from the Company at the same rate as the Company's other franchisees, however, it does not pay royalties on revenue generated from products purchased elsewhere as required of the Company's other franchisees, including the Greenville and Columbia, SC franchises. LVA and its subsidiaries owed the Company and its subsidiaries $286,000 at March 31, 2003. At March 31, 2003, total debt outstanding to G. David Gordon and a company in which he is the president and a shareholder, was $351,782 which is included in notes payable on the Condensed Consolidated Balance Sheet. The loan, which arose during fiscal 2002, bears interest at 12%. Mr. Gordon and this company also loaned RCG an additional $1,144,000 during fiscal 2002 at interest rates of 8% to 12%. Mr. Gordon also acts as special legal counsel to RCG and the Company from time to time. Mr. Gordon has an ownership interest in ten of the Company's franchises, including two locations that were purchased during fiscal 2002 from the Company and for which the Company recorded a gain of $119,000. Mr. Gordon has an ownership interest in the three markets in South Carolina along with Mr. Pruitt, as discussed above; three locations in the Dallas market along with Mr. Johnson; and four additional markets in Houston, Texas, Raleigh, North Carolina, Wilmington, North Carolina and Greensboro, North Carolina. These four markets owed the Company and its subsidiaries $84,000 at March 31, 2003. 21 K. BUSINESS SEGMENT INFORMATION Information related to business segments is as follows (amounts in thousands of dollars): Company Owned Future Locations Franchise Smart Corporate Total NINE MONTHS ENDED MARCH 31, 2003 Revenue External customers $ 1,219 $ 440 $ 440 $ 6 $ 2,105 Intersegment $ - $ 53 $ - $ - $ 53 Net loss from operations $ 1,046 $ 203 $ 213 $ 669 $ 2,131 NINE MONTHS ENDED MARCH 31, 2002 Revenue External customers $ 1,797 $ 578 $ - $ - $ 2,375 Intersegment $ - $ 31 $ - $ - $ 31 Net loss from operations $ 710 $ 92 $ - $ - $ 802 Corporate includes the real estate investment and the costs associated with the requirements of a public company. L. CONTINGENCIES As a part of the issue of 16,000,000 shares of its Common Stock to RCG, LFSI was obligated to file a registration statement within 90 days of the September 5, 2002 closing date of the transaction. If LFSI did not meet this deadline, it was obligated to issue an option to RCG for 1,000,000 shares of LFSI common stock at 20% of the last bid price for the LFSI common stock on the triggering date. As a result of the acquisition of FutureSmart Systems, Inc. ("FutureSmart") by LFSI (See Note C), RCG and LFSI have agreed to extend the deadline for filing the registration statement until May 31, 2003 or a later date consistent with any registration rights associated with the acquisition of FutureSmart. During 2001, FutureSmart approved a plan to exit, and subsequently vacated certain facilities in San Jose, California and Murray, Utah. As of March 31, 2003, FutureSmart has accrued $120,846 for payment of minimum lease payments under non-cancelable operating leases. The landlord of the San Jose lease has demanded full payment of amounts due on the lease. 22 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS From time to time, the Company may publish forward-looking statements relative to such matters as anticipated financial performance, business prospects, technological developments and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. All statements other than statements of historical fact included in this section or elsewhere in this report are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to, the following: changes in the economy or in specific customer industry sectors; changes in customer procurement policies and practices; changes in product manufacturer sales policies and practices; the availability of product and labor; changes in operating expenses; the effect of price increases or decreases; the variability and timing of business opportunities including acquisitions, alliances, customer agreements and supplier authorizations; the Company's ability to realize the anticipated benefits of acquisitions and other business strategies; the incurrence of debt and contingent liabilities in connection with acquisitions; changes in accounting policies and practices; the effect of organizational changes within the Company; the emergence of new competitors, including firms with greater financial resources than the Company; adverse state and federal regulation and legislation; and the occurrence of extraordinary events, including natural events and acts of God, fires, floods and accidents. On March 7, 2003 LFSI completed its acquisition of FutureSmart Systems, Inc., a manufacturer and distributor of structured wiring and home networking distribution panels. The consolidated financial statements include the results of FutureSmart from the date of acquisition. The purchase price of $801,910 consisted of the issuance of 1,000,000 shares of LFSI's $.10 par value preferred stock, a bridge loan by LFSI to FutureSmart of $224,830 and $477,080 in direct transaction costs. Pursuant to the acquisition agreements, the shareholders of FutureSmart could receive "Earn out Consideration" of up to 1,200,000 LFSI common shares if FutureSmart achieves certain "Performance Milestones." On September 5, 2002, LFSI acquired LST, a Delaware corporation, and its wholly owned subsidiaries, Lifestyle Technologies Franchising Corp., Lifestyle Security, Inc. and Lifestyle Technologies Atlanta. LFSI issued 16,000,000 shares of its common stock to eResource Capital Group, Inc. ("RCG"), to acquire 100% interest in LST. At March 31, 2003 RCG owns 77% of the outstanding common stock of LFSI. LFSI had only nominal operations prior to the merger, leasing two condominium units, accordingly for accounting purposes the transaction has been treated as the issuance of stock by LST for the net monetary assets of LFSI, accompanied by a recapitalization of LST. The accounting treatment is identical to accounting for a reverse acquisition, except that no goodwill or other intangible asset is recorded. The historical financial statements prior to September 5, 2002 are those of LST. On April 24, 2001, LFSI had a change in control and acquired a new subsidiary, Brittany Enterprises, Inc. LFSI issued 18,000,000 shares (subsequently reverse-split to 2,571,429 shares) of its $.10 par value common stock to acquire Brittany. Brittany owns two condominium units in Dallas, Texas, which are currently under lease. 23 LIQUIDITY AND CAPITAL RESOURCES At March 31, 2003 LFSI had a working capital deficit of $5,127,010 as compared to a working capital deficit of $1,885,664 at June 30, 2002, an increase of $3,241,346. The largest components of the increase is the FutureSmart working capital deficit of $2,232,278 at March 31, 2003 and the transfer of $1,381,782 in notes payable, which are due in August 2003, to current from non-current. In addition, accounts payable and accrued expenses have increased $684,445, excluding the non-cash accrual of stock option expense of $460,415. During the three months ended March 31, 2003, the Company sold 20.5 units of a private placement and realized net proceeds of $457,515. Each unit consists of 9,000 shares of Common Stock, $.001 par value and a Series A Warrant to purchase 3,000 shares of Common Stock for $3.33 per share. Legend Merchant Group, Inc. is acting as placement agent for the offering and receives a commission of 10%. During the nine months ended March 31, 2003, the Company sold 398,400 shares of its common stock and increased capital, net of transaction costs by $871,420. Of this amount, $261,000 was sold prior to the merger on September 5, 2002 and $610,420, including converting $198,000 in notes payable, was sold after the merger. During the quarter ended March 31, 2003 the Company raised an additional $457,515 from the sale of its common stock with warrants, which amount is included in unissued common stock. As discussed above, at March 31, 2003 the Company has a significant working capital deficit. The Company does not have sufficient cash flows to meet its obligations currently due within the next 12 months. The Company is currently exploring additional sources of liquidity, including debt and equity financing alternatives and potential sales of its Common Stock in private placement transactions. Additionally, the Company plans on negotiating with its debt holders to extend or convert some or all of the debt due in August 2003. If the Company is (i) unable to grow its business or improve its operating cash flows as expected, (ii) unsuccessful in extending a substantial portion of the debt repayments scheduled for August 2003, or (iii) unable to raise additional funds through private placement sales of its Common Stock, then the Company will need to secure alternative debt or equity financing to provide it with additional working capital. There can be no assurance that additional financing will be available when needed or, if available, that it will be on terms favorable to the Company and its stockholders. If the Company is not successful in generating sufficient cash flow from operations, or in raising additional capital when required in sufficient amounts and on terms acceptable to the Company, these failures would have a material adverse effect on the Company's business, results of operations and financial condition. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's current shareholders would be diluted. SALES AND REVENUES During the nine months ended March 31, 2003, sales declined $269,537 (11.4%) from the year earlier amount. During the year earlier period, $1,796,962 of the sales were from LST's company owned locations in Charlotte, NC, Greenville, NC, Hilton Head, SC and Raleigh, NC. During the current year period, sales include $1,219,350 from LST's company owned locations. The decline in company owned 24 locations revenue is principally the result of the sale in September 2001 of the locations in Greenville, NC, Hilton Head, SC and Raleigh, NC. The franchising revenue is solely from franchise fees, royalties and procurement fees charged to franchises, which did not commence until the second quarter of last fiscal year. Franchise revenues amounted to $440,319 in the current year period as compared to $577,678 in the year earlier period. Of these amounts, $120,000 and $480,000 represent sales of franchises and $320,319 and $97,678 represent revenues from royalties and procurement fees, respectively. The revenues from the sale of franchises has declined substantially from the initial sales, however, the majority of the decline has been offset by increased recurring revenues from royalties and procurement fees. Revenues during the three and nine month periods of fiscal 2003 include revenue from FutureSmart, from the effective date of its acquisition of March 7, 2003 in the amount of $439,358. On a pro forma comparative basis, FutureSmart revenues were $3,574,044 and $4,753,419 during the nine month periods ended March 31, 2003 and 2002, respectively, and were $1,118,279 and $1,976,318 during the three months ended March 31, 2003 and 2002, respectively. The quarter ended March 2002 was the best quarter in FutureSmart's history. Subsequently, sales have declined from this high point due to slower demand principally as a result of the downward trend of the economy. FutureSmart is expanding its sales through distributors and expects this to improve future sales. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE Selling, general and administrative ("SG&A") expenses have increased $559,388 and $366,079 during the nine and three month periods ended March 31, 2003 as compared to the year earlier periods. The majority of the increase was a result of the acquisition of FutureSmart, whose SG&A of $302,406 are included for the first time since its acquisition. During the nine month period ended March 31, 2003 the Company incurred new costs of $199,909 for corporate overhead, which includes $76,500 in payroll costs, $80,733 in professional fees and $32,960 in travel costs. During the current year period, SG&A for the franchising group was $603,982 as compared to $668,523 during the prior year period. SG&A for company owned stores was $979,033 as compared to $857,419 during the prior year period. The Company is continuing to attempt to reduce its overhead costs while still emphasizing growing the franchise portion of the business. On a pro forma basis FutureSmart's SG&A was $2,395,741 and $4,180,584 during the nine month periods ended March 31, 2003 and 2002, respectively and $881,917 and $875,158 during the three month periods ended March 31, 2003 and 2002, respectively. The decline experienced during the nine-month period was the result of closing facilities in San Jose, California and Murray, Utah together with other general staff reductions at the end of 2001. STOCK OPTION AND WARRANT COMPENSATION Stock option and warrant compensation amounted to $481,790 and $16,625 during the nine-month periods ended March 31, 2003 and 2002, respectively. The increase is the result of the below market option granted to the Company's new Chief Executive Officer. GAIN ON DISPOSAL OF FIXED ASSETS During the nine-month period ended March 31, 2003 the Company sold certain non-productive assets which resulted in a loss of $12,032. In September 2001, the Company sold its branch locations in Greenville/Columbia, SC, Raleigh, NC 25 and Hilton Head, SC to entities that are now operating these locations as franchises. These branches, which had a net equity deficit of $36,700, were sold for net proceeds of $134,900 resulting in a net gain of $171,600. DEBT FORGIVENESS In August 2001, related parties of LST forgave indebtedness in the amount of $24,351. INTEREST EXPENSE Interest expense increased from $106,951 in the prior year period to $166,288 during the nine months ended March 31, 2003. The increase is due to the higher average level of debt outstanding during the current year period as compared to the prior year period. The majority of the Company's current debt, excluding the FutureSmart debt, was obtained in August 2001 and accordingly would have been outstanding only approximately 83% of the prior year period. In addition, the acquisition of FutureSmart added $12,032 in interest for the one-month period it was owned by the Company. Item 3. Controls and Procedures The Company has established and currently maintains controls and other procedures designed to ensure that material information required to be disclosed in its reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified by the Securities and Exchange Commission. In conjunction with the close of each fiscal quarter, the Company conducts an update and a review and evaluation of the effectiveness of the Company's disclosure controls and procedures. In the opinion of the Company's principal executive officer, based upon an evaluation completed within 90 days prior to the filing of this report, the Company's disclosure controls and procedures are sufficiently effective to ensure that any material information relating to the Company is recorded, processed, summarized and reported to its principal officers to allow timely decisions regarding required disclosures. 26 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS During the three months ended March 31, 2003, the Company sold 20.5 units of a private placement and realized net proceeds of $457,515. Each unit consists of 9,000 shares of Common Stock, $.001 par value and a Series A Warrant to purchase 3,000 shares of Common Stock for $3.33 per share. Legend Merchant Group, Inc. is acting as placement agent for the offering and receives a commission of 10%. The small business issuer claimed exemption from registration based upon Section 4(2) of the Securities and Exchange Act of 1933 (the "Act"). Effective March 3, 2003 the Company amended their Articles of Incorporation to authorize the issue of 1,000,000 shares of Series A Convertible Preferred Stock, par value $.10 per share. The principal preferences and rights of the Series A Preferred Stock are: (i) entitled to receive dividends when and if declared; (ii) liquidation value of $2.75 per share plus an amount equal to 5% per annum on the original issue price; (iii) each holder of shares shall be entitled to the number of votes equal to the number of shares of Common Stock into which each share of Series A Preferred Stock could be converted; (iv) conversion is at the option of the holder until 51% of the then outstanding shares elect to convert, at which time all remaining outstanding Series A Preferred Stock shall automatically be converted into Common Stock; (v) and the initial conversion price of $2.75 per share is subject to adjustment in the event of certain occurrences. The Preferred Stock was issued on March 7, 2003 in conjunction with the purchase of FutureSmart. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION The Company currently does not employ a Chief Financial Officer. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - 99.1 Certificate Pursuant to 18 U.S.C. Section 1350 - CEO 99.2 Certificate Pursuant to 18 U.S.C. Section 1350 - Principal Accounting Officer 27 (b) Reports on Form 8-K i) On March 24, 2003, the Company filed its Form 8-K dated March 7, 2003 to report the acquisition of FutureSmart Systems, Inc. Financial statements will be filed by amendment no later than 60 days after March 24, 2003. SIGNATURE 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. LIFESTYLE INNOVATIONS, INC. Date: May 20, 2003 By: /s/ Jacqueline E. Soechtig ----------------------------------- Jacqueline E. Soechtig, Chief Executive Officer Date: May 20, 2003 By: /s/ Paul Johnson -------------------------- Paul Johnson, President and Principal Accounting Officer 28 CERTIFICATION I, Jacqueline E. Soechtig, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Lifestyle Innovations, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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, results of operations and cash flows of the registrant as, and for the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to me by others within the Company, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant'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 my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant'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 the registrant's ability to record, process, summarize and report financial data and have identified for the registrant'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 the registrant's internal controls; 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. May 20, 2003 /s/ Jacqueline E. Soechtig ----------------------------------- Jacqueline E. Soechtig Chief Executive Officer 29 CERTIFICATION I, Paul Johnson, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Lifestyle Innovations, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of 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, results of operations and cash flows of the registrant as, and for the periods presented in this quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to me by others within the Company, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant'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 my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant'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 the registrant's ability to record, process, summarize and report financial data and have identified for the registrant'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 the registrant's internal controls; 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. May 20, 2003 /s/ Paul Johnson -------------------------- Paul Johnson, President and Principal Accounting Officer 30 Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002) Pursuant to and solely for purposes of, 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), the undersigned hereby certifies in the capacity and on the date indicated below that: 1. The Quarterly Report of Lifestyle Innovations, Inc. (the "Registrant") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (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 operations of the Registrant. Date: May 20, 2003 By: /s/ Jacqueline E. Soechtig -------------------------- Jacqueline E. Soechtig Chief Executive Officer 31 Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 (SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002) Pursuant to and solely for purposes of, 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), the undersigned hereby certifies in the capacity and on the date indicated below that: 1. The Quarterly Report of Lifestyle Innovations, Inc. (the "Registrant") on Form 10-QSB for the period ended March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (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 operations of the Registrant. Date: May 20, 2003 By: /s/ Paul Johnson ----------------- Paul Johnson, President and Principal Accounting Officer 32