-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uupb1qmjiG80eJRNSQcKur+00uySLzCr7hxPx6xGCnQUXJrBSBOMs1QOYJ0tn8Su 5zXSdNt3t1qVu/zPNlrAbA== 0001137760-02-000104.txt : 20020819 0001137760-02-000104.hdr.sgml : 20020819 20020819113001 ACCESSION NUMBER: 0001137760-02-000104 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRINCETON MINING CO CENTRAL INDEX KEY: 0000080327 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 826008727 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-04026 FILM NUMBER: 02742070 BUSINESS ADDRESS: STREET 1: 111 SOUTH MAIN STREET SUITE 127 CITY: GRAPEVINE STATE: TX ZIP: 83873 BUSINESS PHONE: 8174105762 MAIL ADDRESS: STREET 1: 413 CEDAR ST STREET 2: PO BOX 469 CITY: WALLACE STATE: ID ZIP: 83873 10QSB 1 log.txt LOG10QSB063002 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: June 30, 2002 Commission File Number: 001-04026 LIFESTYLE INNOVATIONS, INC. --------------------------- (Exact name of small business issuer as specified in its charter) PRINCETON MINING COMPANY (Former 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) 817-421-0057 ------------ (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 $.10 per share, as of June 30, 2002 was 27,677,140 shares. Transitional Small Business Disclosure Format (Check one): Yes No X . ----- ---- 1 Lifestyle Innovations, Inc. (formerly Princeton Mining Company) and Subsidiary INDEX Page No. Part I. Financial Information (unaudited) Item 1.Consolidated Balance Sheet - June 30, 2002 3 Consolidated Statements of Operations - 4 Three and Six Months Ended June 30, 2002 and 2001 Consolidated Statement of Stockholders' Equity - 5 Six Months Ended June 30, 2002 Consolidated Statements of Cash Flows - 6 Six Months Ended June 30, 2002 and 2001 Notes to Consolidated Financial Statements - 7-9 Six Months Ended June 30, 2002 and 2001 Item 2.Managements Discussion and Analysis or Plan of Operation 10 Part II. Other Information 11 2 Lifestyle Innovations, Inc. (formerly Princeton Mining Company) and Subsidiary Consolidated Balance Sheet June 30, 2002 (Unaudited) Assets Current assets Cash and cash equivalents ..................................... $ 2,551 ----------- Total current assets ............................................ 2,551 Real estate ..................................................... 46,394 Less accumulated depreciation ................................... (2,109) ----------- 44,285 ----------- Total assets .................................................. $ 46,836 =========== Liabilities and Stockholder's Equity Current liabilities Note payable ................................................... $ 34,919 Accounts payable ............................................... 6,995 Due to related party ........................................... 4,684 ----------- Total current liabilities ....................................... 46,598 Stockholder's equity Preferred stock, $.10 par value. Authorized 1,000,000 shares; -- no shares issued and outstanding ............................ Common stock, $.10 par value. Authorized 29,000,000 shares; .. 2,767,714 issued and outstanding 27,677,140 shares Common stock discount ......................................... (2,735,464) Retained earnings (deficit) ................................... (32,012) ----------- Total stockholder's equity ...................................... 238 ----------- $ 46,836 =========== See accompanying notes to consolidated financial statements. 3
Lifestyle Innovations, Inc. (formerly Princeton Mining Company) and Subsidiary Consolidated Statements of Operations Three and six months ended June 30, 2002 and 2001 (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 Sales and revenues .................. $ 2,406 $ 1,215 $ 4,794 $ 1,215 Cost of operations .................. 932 2,973 2,347 2,973 ------------ ------------ ------------ ------------ Gross profit ........................ 1,474 (1,758) 2,447 (1,758) Other expense General and administrative expense 2,061 58 2,563 58 Interest expense .................. 871 784 1,732 784 ------------ ------------ ------------ ------------ 2,932 842 4,295 842 ------------ ------------ ------------ ------------ Loss before income taxes ............ (1,458) (2,600) (1,848) (2,600) Income taxes ........................ -- -- -- -- ------------ ------------ ------------ ------------ Net loss ............................ $ (1,458) $ (2,600) $ (1,848) $ (2,600) ============ ============ ============ ============ Net loss per share, basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) ============ ============ ============ ============ Weighted Average Shares Outstanding . 27,677,140 25,105,609 27,677,140 21,565,140 ============ ============ ============ ============
See accompanying notes to consolidated financial statements. 4
Lifestyle Innovations, Inc. (formerly Princeton Mining Company) and Subsidiary Consolidated Statement of Stockholder's Equity Six Months Ended June 30, 2002 (Unaudited) Retained Common Stock Common stock Earnings Shares Par Value Discount (Deficit) Total ------ --------- -------- ---------- ----- Balance, December 31, 2001 27,677,140 $ 2,767,714 $(2,735,464) $ (30,164) $ 2,086 Net loss ................. -- -- -- (1,848) (1,848) ----------- ----------- ----------- ----------- ----------- Balance, June 30, 2002 ... 27,677,140 $ 2,767,714 $(2,735,464) $ (32,012) $ 238 ============ ============ =========== =========== ===========
See accompanying notes to consolidated financial statements. 5 Lifestyle Innovations, Inc. (formerly Princeton Mining Company) and Subsidiary Consolidated Statements of Cash Flows Six months ended June 30, 2002 and 2001 (Unaudited) 2002 2001 Cash flows used in operating activities Net loss ..................................... $ (1,848) $ (2,600) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation ............................... 844 422 Decrease in accounts payable ............... (985) -------- -------- Net cash used in operating activities ........ (1,989) (2,178) -------- -------- Cash flows provided by financing activities Common stock issued for cash ................. -- 20,250 Repayment of notes payable ................... -- (406) Loans from related party ..................... 1,731 1,482 -------- -------- Net cash provided by financing activities .... 1,731 21,326 -------- -------- Net increase in cash and cash equivalents .... (258) 19,148 Cash and cash equivalents, beginning of period 2,809 -- -------- -------- Cash and cash equivalents, end of period ..... $ 2,551 $ 19,148 ======== ======== See accompanying notes to consolidated financial statements. 6 Lifestyle Innovations, Inc. (formerly Princeton Mining Company) and Subsidiary Notes to Consolidated Financial Statements Six months ended June 30, 2002 and June 30, 2001 (Unaudited) A. Summary of Significant Accounting Policies (1) Principles of Consolidation - The consolidated financial statements include the accounts of Lifestyle Innovations, Inc. ("Innovation") and its wholly owned subsidiary, Brittany Enterprises, Inc. ("Brittany") (collectively the "Company"). All material intercompany accounts and transactions have been eliminated. Effective July 15, 2002, Princeton Mining Company changed it's name to Lifestyle Innovations, Inc. (2) Organization - Lifestyle was organized in September 1950, under the laws of the State of Idaho. On April 24, 2001, Lifestyle acquired Brittany, a Nevada corporation organized on October 29, 1998. For accounting purposes, the acquisition has been treated as the acquisition of Brittany by Lifestyle with Brittany as the purchaser (reverse acquisition). The historical financial statements prior to April 24, 2001 are those of Brittany. 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 - Lifestyle was the owner of an interest in two unpatented mining claims situated east of the village of Mullan in the Coeur d'Alene Mining District, Shoshone County, Idaho. To the knowledge of the Company, no commercial ore deposit has been found as the result of any exploration work done to date on the Company's property. Consequently, there has been no production of ore from the property and the Company makes no claim to the existence of ore reserves in the property. The Company abandoned the claims during the fourth quarter of 2001. Brittany is the owner of two condominium units that are located in Dallas, Texas which are currently under lease. (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. 7 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 the Company's Annual Report for the period ended December 31, 2001, which is included in the Company's Form 10-KSB. B. Acquisition On April 24, 2001, the Company issued 18,000,000 shares of its $.10 par value common stock to acquire Brittany Enterprises, Inc. The transaction was accounted for using the purchase method of accounting and has been treated as the acquisition of Brittany by Princeton with Brittany as the purchaser (reverse acquisition). The assets acquired, liabilities assumed and consideration to the seller is as follows: Real estate $ 46,394 Liabilities assumed (36,394) ------------- Common stock issued $ 10,000 ============= C. Subsequent Event On May 15, 2002 the following amendments were approved by the written consent of a majority of the Company's common stockholders: a) Name changed to Lifestyle Innovations, Inc.; b) Reverse stock split of one-for-seven of the Company's outstanding Common Stock; c) Increased authorized shares of Common Stock to 250,000,000; d) Reduced the par value of the Common Stock from $.10 to $.001; and e) Approved the Princeton Mining Company 2002 Stock Option Plan. The shareholder consent became effective July 15, 2002. 8 On April 23, 2001, the Company entered into a Letter of Intent to acquire 100% of the issued and outstanding shares of LST, Inc. ("Lifestyle"), a wholly owned subsidiary of eResource Capital Group, Inc. ("RCG"). Pursuant to the terms of the Letter of Intent, the parties are working to execute a definitive stock purchase agreement and close prior to August 31, 2002. Prior to closing on the acquisition of Lifestyle, Innovations must raise $1,300,000 in equity capital and reduce its total outstanding shares to 5.5 million, as well as meeting other requirements. Innovations would issue a minimum of 16,000,000 shares of its common stock to acquire Lifestyle. There can be no assurance that the $1,300,000 in cash equity will be raised. Lifestyle, headquartered in Charlotte, North Carolina, provides homebuilders and homeowners a "one-stop shop" to a fully customized "Smart Home", providing technology applications such as high speed internet access; satellite services; security; data, video and voice entertainment systems; and customized wiring and hardware to both individual homeowners and many of the southeast regions' leading homebuilder organizations. Utilizing trained professionals and national alliance partners, this one-stop servicing model allows both the builder and the homeowner the flexibility to customize their homes to take advantage of the latest technology applications for today's homes. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OR PLAN OF OPERATION 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. Innovation owned an interest in unpatented mining claims until the last quarter of 2001 when the claims were allowed to lapse. The Company wrote off the balance of its investment of $2,000 during 2001. During the six month period ending June 30, 2002, the Company had a loss in the amount of $1,848. From inception (March 30, 2001) through June 30, 2001, the Company had a loss in the amount of $2,600. On April 24, 2001, Innovation had a change in control and acquired a new subsidiary, Brittany Enterprises, Inc. Innovation issued 18,000,000 shares of its $.10 par value common stock to acquire Brittany. Brittany owns two condominium units in Dallas, Texas, which are currently under lease. Projected revenues from the properties together with existing cash reserves may not provide adequate cash flow to meet current obligations; accordingly, the Company may be required to either obtain loans from its shareholders or attempt to raise additional capital through sale of common stock. There can be no assurance that the Company will be able to obtain sufficient cash from alternate sources to support its operating requirements. 10 PART II - OTHER INFORMATION Item 1 through 5 of Part II have been omitted as not required, not significant, or because the information has been previously reported. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits - Not applicable (b) Reports on Form 8-K - Not applicable 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. PRINCETON MINING COMPANY Date: August 16, 2002 By: /s/ Randy Howell --------------------------- Randy Howell, President and Principal Accounting Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the accompanying Condensed Consolidated Financial Statement on Form 10-QSB of Lifestyle Innovations, Inc. for the three and six month periods ended June 30, 2002 (the "Periodic Report"), I, Randy Howell, Chief Executive Officer of the Company (the Company does not currently have a Chief Financial Officer), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Periodic Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 16, 2002 By: /s/ Randy Howell --------------------------- Randy Howell Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----