UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
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.
(Name of Issuer)
Common Stock - $0.001 Par Value
(Title of Class of Securities)
532 19W 105
(CUSIP Number)
Paul Johnson
3801 William D. Tate Avenue, Suite 100
Grapevine, Texas 76051
(817) 421-0057
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 30, 2004
(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
CUSIP NO. 532 19W 105 PAGE 1 OF 4 PAGES
--------------------- ------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RCG Companies Incorporated (f/k/a 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 11,566,641
SHARES ---------------------------------------------------
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER -0-
EACH ---------------------------------------------------
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER 11,566,641
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,566,641
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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)
48.8%
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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
RCG Companies Incorporated (f/k/a eResource Capital Group, Inc.), a Delaware
corporation ("RCG" or the "REPORTING PARTY"), pursuant to Rule 13d-1 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 6836 Morrison Boulevard,
Suite 200, Charlotte, NC 28211. The principal business of the Reporting Party is
the operation through its subsidiaries of an aviation travel service, 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 6836 Morrison Boulevard, Suite 200, Charlotte,
NC 28211.
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
Roger Byer Director United States Director of RCG
J. Michael Carroll Director United States Principal owner/operator of consulting firm
K. Wesley M. Jones Director United States Managing Partner of Five Oaks Capital Partners, LLC,
and Managing Member of Shetland Investment Group, LLC
Robert H. Brooks Director United States Chairman of Hooters of America, Inc., Hooters Air and
Pace Airlines
Michael D. Pruitt Director, President United States Officer and Director of RCG.
and CEO
Melinda Morris Zanoni Executive VP United States Officer of RCG
William W. Hodge Chief Financial Officer United States Officer of RCG
Jeffrey F. Willmott Chairman United States Director and Officer of RCG
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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 or her 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.
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").
On June 30, 2004, the Reporting Party and the Company entered into an
Agreement pursuant to which the Company agreed to indemnify the Reporting Party
for certain liabilities that may arise from time to time as a result of the
Reporting Party's ownership of securities of the Company. In consideration for
the execution and delivery of the Agreement, the Reporting Party contributed
4,000,000 shares of the common stock of the Company to the Company's treasury.
ITEM 4. PURPOSE OF TRANSACTION.
As previously reported in the Reporting Party's Form 10-Q for the quarter
ended March 31, 2004, its Board of Directors authorized the disposition of its
investment in the Company. Management and the Board of the Reporting Party is
reviewing alternative methods of disposal of its investment in the Company;
accordingly the Reporting Party may dispose of shares of the Common Stock of the
Company from time to time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Party is the beneficial owner of 11,566,641 shares of
the Common Stock of the Company, representing 48.8% 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
11,566,641 shares of the Common Stock of the Company.
(c) The Reporting Person has engaged in the following transactions in the
Company's Common Stock since its last filing on Schedule 13D:
Date # of Shares Price Per Share Type of Transaction
------- ----------- --------------- -------------------
6/30/04 4,000,000 N/A Returned to Company's treasury
(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.
None
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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: July 1, 2004 RCG COMPANIES INCORPORATED
/s/ Michael D. Pruitt
-----------------------------------
Name: Michael D. Pruitt
Its: CEO
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