UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
LIFESTYLE INNOVATIONS, INC.
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(Name of Issuer)
Common Stock - $0.001 Par Value
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(Title of Class of Securities)
532 19W 105
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(CUSIP Number)
Paul Johnson
3801 William D. Tate Avenue, Suite 100
Grapevine, Texas 76051
(817) 421-0057
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 5, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
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SCHEDULE 13D
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CUSIP No. 532 19W 105 Page 1 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
eResource Capital Group, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of 7 SOLE VOTING POWER 16,000,000
Shares
Beneficially ---------- --------------------------------------------------------------------------------------------
Owned By
Each 8 SHARED VOTING POWER -0-
Reporting
Person ---------- --------------------------------------------------------------------------------------------
With
9 SOLE DISPOSITIVE POWER 16,000,000
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10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
79.47%
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14 TYPE OF REPORTING PERSON*
CO
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ATTACHMENT
CUSIP No. 532 19W 105
ITEM 1. SECURITY AND ISSUER.
This statement of beneficial ownership on Schedule 13D is filed with
respect to the common stock, $0.001 par value per share (the "Common Stock"), of
Lifestyle Innovations, Inc., a Nevada corporation (the "Company"). The principal
executive offices of Company are located at 3801 William D. Tate Avenue, Suite
100, Grapevine, Texas 76051.
ITEM 2. IDENTITY AND BACKGROUND.
This statement of beneficial ownership on Schedule 13D is being filed
by eResource Capital Group, Inc., a Delaware corporation ("RCG" or the
"Reporting Party"), pursuant to Rule 13d-1(k) promulgated by the Securities and
Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as
amended (the "Act"). The address of the Reporting Party's principal business and
principal office is 5935 Carnegie Boulevard, Suite 101, Charlotte, North
Carolina 28209. The principal business of the Reporting Party is the operation
through its subsidiaries of an aviation travel service, telecommunications call
center, home technology service, and technology solutions business.
The following individuals serve the Reporting Party in the following
capacities, and are hereinafter referred to as the "Executive
Officers/Directors." Unless otherwise stated, the address of each of the
Executive Officers/Directors is 5935 Carnegie Boulevard, Suite 101, Charlotte,
North Carolina 28209.
Name Position Citizenship Principal Occupation and Employer Information
---- -------- ----------- ---------------------------------------------
James A. Verbrugge Director United States Professor of Finance and the Chairman of the Department
Of Banking and Finance, at the University of Georgia.
Paul B. Johnson Director United States CEO and Director of Lifestyle Innovations, Inc.
Director of RCG through 10/31/02.
Michael D. Pruitt Director, Chairman, United States Officer and Director of RCG.
and CEO
Melinda Morris Zanoni Director, and United States Officer and Director of RCG.
Executive VP
Eric D. Burgess Senior Vice President, United States Officer of RCG.
Finance
Neither the Reporting Party nor any of the Executive Officers/Directors
has been, during the past five years, (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors); or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which had the result of him being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On September 5, 2002, LFSI Merger Corp., a wholly owned subsidiary of
the Company merged with and into LST, Inc., a wholly owned subsidiary of the
Reporting Party, pursuant to the terms of an Agreement and Plan of Merger dated
August 30, 2002. LST, Inc. was the surviving company in the merger, and upon the
effective date of the merger became a wholly owned subsidiary of the Company. In
consideration for the merger, the Company issued to the Reporting Party
16,000,000 shares of the common stock, par value $0.001, of the Company (the
"Common Stock"). In addition, the Company issued to the Reporting Party a common
stock purchase warrant to purchase up to 1,000,000 shares of the Common Stock of
the Company. The shares underlying the Warrant have not been included in the
Reporting Party's beneficial ownership calculation in that the Warrant vests
only in the event the Company fails to file a registration statement registering
for resale the 16,000,000 shares of Common Stock received by the Reporting Party
on or before the date that is 90 days after the closing date of the merger, and
expires on September 5, 2012.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Party currently intends to hold the shares of Common
Stock of the Company for investment purposes, and has no current intention to
purchase additional shares of Common Stock. Other than as discussed herein, the
Reporting Party has no plans or proposals which relate to or would result in (i)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company or any of its subsidiaries; (ii) a sale or
transfer of a material amount of assets of the Company or of any of its
subsidiaries; (iii) any change in the present board of directors or management
of the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (iv) any material
change in the present capitalization or dividend policy of the Company; (v) any
other material change in the Company's business or corporate structure; (vi)
changes in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person; (vii) a class of the Company's securities to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (viii) a class
of the Company's equity securities becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (ix) any action similar
to any of those enumerated above.
The Reporting Party may sell shares of the Common Stock of the Company
from time to time in market transactions depending on market conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Party is the beneficial owner of 16,000,000 shares of the
Common Stock of the Company, representing 79.47% of the issued and outstanding
shares of Common Stock of the Company.
(b) The Reporting Party may be deemed to have the sole power to vote or to
direct the vote, and the sole power to dispose or direct the disposition, of
16,000,000 shares of the Common Stock of the Company.
(c) None in addition to the transactions described in Item 3.
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(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS AN EXHIBIT.
1. Agreement and Plan of Merger dated August 30, 2002, by and among
eResource Capital Group, Inc., LST, Inc., Lifestyle Innovations,
Inc., and LFSI Merger Corp. (incorporated herein by reference to the
Company's Form 8-K filed on September 20, 2002).
2. SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned parties certify that the information set forth in this statement
is true, complete and correct.
Dated: October 16, 2002 eRESOURCE CAPITAL GROUP, INC.
/s/ Michael D. Pruitt
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Name: Michael D. Pruitt
Its: CEO
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