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: September 30, 2002


                        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)

                                  817-421-0057
                                  ------------
                           (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 $.001
per share, as of November 8, 2002 was 20,284,930 shares.

Transitional Small Business Disclosure Format (Check one): Yes      No    X    .
                                                              ----      ----




                                       1
<PAGE>




                  Lifestyle Innovations, Inc. and Subsidiaries
         (A Majority Owned Subsidiary of eResource Capital Group, Inc.)
<TABLE>
<CAPTION>

                                      INDEX
                                                                                  Page
                                                                                   No.
Part I.       Financial Information (unaudited)

<S>                                                                         <C>
     Item 1.  Condensed Consolidated Balance Sheet - September 30, 2002            3

              Condensed Consolidated Statements of Operations - ........           4
              Three Months Ended September 30, 2002 and 2001

              Condensed Consolidated Statement of Stockholders' Equity -           5
              Three Months Ended September 30, 2002

              Condensed Consolidated Statements of Cash Flows - ........           6
              Three Months Ended September 30, 2002 and 2001

              Notes to Condensed Consolidated Financial Statements - ...          7-17
              Three Months Ended September 30, 2002 and 2001

     Item 2.  Management's Discussion and Analysis or Plan of Operation           18-20

     Item 3.  Controls and Procedures ..................................           20

Part II.      Other Information ........................................          21-24


</TABLE>



                                       2
<PAGE>




Lifestyle Innovations, Inc. and Subsidiaries
(A Majority Owned Subsidiary of eResource Capital Group, Inc.)
Condensed Consolidated Balance Sheet
September 30, 2002
(Unaudited)


Assets
<TABLE>
<CAPTION>

Current assets
<S>                                                                       <C>
  Cash and cash equivalents ....................................          $    215,618
  Accounts receivable, net of allowance for bad debts of $21,930               596,404
  Investments ..................................................                25,438
  Inventories ..................................................               155,903
  Due from related parties .....................................               250,515
  Prepaid expenses and other assets ............................                23,095
                                                                          ------------
    Total current assets .......................................             1,266,973
Property and equipment, net ....................................               365,172
Other assets ...................................................                39,876
Goodwill, net ..................................................             8,920,226
                                                                          ------------
  Total assets .................................................          $ 10,592,247
                                                                          ============

Liabilities and Stockholders' Equity

Current liabilities
 Notes payable .................................................          $  1,552,701
 Accounts payable and accrued expenses .........................             1,333,693
 Unearned income ...............................................                99,938
 Due to related parties ........................................                38,176
 Due to parent and its subsidiaries ............................             1,551,266
                                                                          ------------
Total current liabilities ......................................             4,575,774
Long-term debt, less current portion ...........................               172,000

Stockholders' equity
  Preferred stock, $.10 par value.  Authorized 1,000,000 shares;                   -
    no shares issued and outstanding
  Common stock, $.001 par value.  Authorized 250,000,000 shares;                20,285
   issued and outstanding 20,284,930 shares
  Additional paid in capital ...................................            12,215,571
  Stock subscription receivable ................................                (4,000)
  Retained deficit .............................................            (6,387,383)
                                                                          ------------
Total stockholders' equity .....................................             5,844,473
                                                                          ------------
  Total liabilities and stockholders' equity ...................          $ 10,592,247
                                                                          ============
</TABLE>
ee accompanying notes to consolidated financial statements.






                                       3
<PAGE>




Lifestyle Innovations, Inc. and Subsidiaries
(A Majority Owned Subsidiary of eResource Capital Group, Inc.)
Condensed Consolidated Statements of Operations
Three months ended September 30, 2002 and 2001

(Unaudited)
<TABLE>
<CAPTION>

                                                             2002                   2001

<S>                                                    <C>                    <C>
Sales and revenues ..........................          $    539,790           $    743,991
Cost of sales ...............................               356,471                592,386
                                                       ------------           ------------
  Gross profit ..............................               183,319                151,605

Other expense (income):
  Selling, general and administrative expense               669,259                634,969
  Gain on disposal of fixed assets ..........                   -                 (171,600)
  Management fee - parent ...................                30,000                 47,000
  Debt forgiveness ..........................                   -                  (24,351)
  Interest income ...........................                  (506)                   -
  Interest expense ..........................                47,519                 21,037
                                                       ------------           ------------
                                                            746,272                507,055
                                                       ------------           ------------
Loss before income taxes ....................              (562,953)              (355,450)
Income taxes ................................                   -                      -
                                                       ------------           ------------
Net loss ....................................          $   (562,953)          $   (355,450)
                                                       ============           ============

Net loss per share, basic and diluted .......          $      (0.03)          $      (0.02)
                                                       ============           ============

Weighted Average Shares Outstanding .........            17,149,105             16,000,000
                                                       ============           ============
</TABLE>


See accompanying notes to consolidated financial statements.




                                       4
<PAGE>




Lifestyle Innovations, Inc. and Subsidiaries
(A Majority Owned Subsidiary of eResource Capital Group, Inc.)
Condensed Consolidated Statement of Stockholders' Equity
Three Months Ended September 30, 2002
(Unaudited)
<TABLE>
<CAPTION>

                                                       Additional     Stock
                                     Common Stock       Paid-in     Subscription    Retained
                              Shares      Par Value     Capital      Receivable     (Deficit)        Total
                             ------       ---------     -------      ----------     ----------       -----

<S>                        <C>          <C>           <C>          <C>            <C>            <C>
Balance, June 30, 2002     16,000,000   $    16,000   $11,602,587           -      $(5,824,430)   $ 5,794,157
Acquire Lifestyle
 Innovations, Inc. ....     4,074,530         4,075       155,574        (4,000)           -          155,649
Notes payable converted
 to common stock ......       100,000           100       217,400           -              -          217,500
Common stock sold for
 cash .................       110,400           110       240,010           -              -          240,120
Net loss ..............           -             -             -             -         (562,953)      (562,953)
                          -----------   -----------   -----------   -----------    -----------    -----------
Balance, Sept. 30, 2002    20,284,930   $    20,285   $12,215,571   $    (4,000)   $(6,387,383)   $ 5,844,473
                          ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.




                                       5
<PAGE>




Lifestyle Innovations, Inc. and Subsidiaries
(A Majority Owned Subsidiary of eResource Capital Group, Inc.)
Condensed Consolidated Statements of Cash Flows
Three months ended September 30, 2002 and 2001

(Unaudited)
<TABLE>
<CAPTION>

                                                                         2002            2001

Cash flows from operating activities
<S>                                                                 <C>            <C>
Net loss ........................................................   $  (562,953)   $  (355,450)
Adjustments to reconcile net loss to net
 cash used in operating activities:

  Depreciation ..................................................        26,782         15,970

  Gain on sale of assets                                                     -        (171,600)
  Decrease (increase) in assets:

    Accounts receivable .........................................       (97,131)      (221,995)

    Inventories .................................................       (35,288)      (106,383)

    Prepaid expenses and other assets ...........................        11,137        (33,587)
  Increase (decrease) in liabilities:

    Accounts payable and accrued expenses .......................       319,953        229,662

    Unearned income .............................................        17,390        (34,464)

                                                                    -----------    -----------

Net cash used in operating activities ...........................      (320,110)      (677,847)
                                                                    -----------    -----------

Cash flows from investing activities

 Acquisition of property and equipment ..........................       (34,622)       (68,332)

 Acquisition of Lifestyle Tech -Atlanta .........................           -         (289,991)

                                                                    -----------    -----------

Net cash used in financing activities ...........................       (34,622)      (358,323)
                                                                    -----------    -----------

Cash flows from financing activities

Common stock issued for cash ....................................       240,120            -

Cash received in excess of cash paid in acquisition .............       273,518            -

Loan proceeds ...................................................           -        1,350,693

Repayment of notes payable ......................................        (9,000)           -

Loans from related party ........................................        53,435        138,331

                                                                    -----------    -----------

Net cash provided by financing activities .......................       558,073      1,489,024
                                                                    -----------    -----------
Net increase in cash and cash equivalents
                                                                        203,341        452,854

Cash and cash equivalents, beginning of period ..................        12,277          1,426
                                                                    -----------    -----------
Cash and cash equivalents, end of period ........................   $   215,618    $   454,280
                                                                    ===========    ===========

</TABLE>


See accompanying notes to consolidated financial statements.





                                       6
<PAGE>



Lifestyle Innovations, Inc. and Subsidiaries
(A Majority Owned Subsidiary of eResource Capital Group, Inc.)
Notes to Condensed Consolidated Financial Statements
Three months ended September 30, 2002 and 2001
 (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. d/b/a Lifestyle Technologies ("LST") 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.

              The Company has a significant working capital deficit, due
              primarily to $1,551,266 due to eResource Capital Group, Inc.
              ("RCG"), the parent of LFSI, and notes in the amount of $1,381,782
              which are due in August 2003. The Company does not currently 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 some or all of the
              debt due in August 2003. If (i) we are unable to grow our business
              or improve our operating cash flows as expected, (ii) we are
              unsuccessful in extending a substantial portion of the debt
              repayments scheduled for August 2003, or (iii) we are unable to
              raise additional funds through private placement sales of its
              Common Stock, then we will need to secure alternative debt or
              equity financing to provide us 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 its shareholders would be diluted.

(2)           Organization - LFSI was organized in September 1950, under the
              laws of the State of Idaho.

                                       7
<PAGE>

              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 September 30,
              2002 LFSI was a 78% subsidiary of RCG. 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, in
              fiscal 2002, sold 14 franchises.  LST also owns and operates
              locations in the Charlotte, NC and Atlanta, GA markets.

              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.

              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.

                                       8
<PAGE>


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
         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, which consist of purchased components, are recorded at the
         lower of cost or market with cost being determined on a first-in,
         first-out (FIFO) method.

                                       9
<PAGE>

         Prepaid Expenses

         Prepaid expenses include insurance and deferred costs. The deferred
         costs relate to a consulting agreement that required RCG to issue
         shares and warrants to the consultant. The total deferred cost of
         $57,000 is being amortized over the life of the service agreement.

         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. 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.

         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, RCG 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 option grants in accordance with APB
         Opinion No. 25, "Accounting For Stock Issued To Employees" and options
         and warrants issued to non-employees under FAS No. 123, "Accounting For
         Stock Based Compensation". For the options and warrants issued to
         non-employees, the fair value of each award has been calculated using
         the Black-Scholes Model in accordance with FAS No. 123.

                                       10
<PAGE>

         Revenue Recognition

         The Company's home technology services work is completed in three
         phases - pre-wiring, trim-out and hardware installation. The Company
         invoices its customers and records revenue as work is completed on each
         project. For alarm monitoring service contracts sold by the Company,
         revenue is recognized only when the contracts are sold to third party
         finance companies or as billed if the Company holds and services the
         contract. The Company 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
         Company's obligations under the franchise agreement are "substantially
         complete." The Company generally defines "substantially complete" as
         the completion of training by the franchisee's General Manager and the
         approval by the Company of the franchise location plan. The Company did
         not have any franchise license sales during the three months ended
         September 30, 2002 and 2001.

         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.

         Advertising Costs

         Advertising costs are generally charged to operations in the period
         incurred and totaled $9,971 and $10,425 for the three months ended
         September 30, 2002 and 2001, respectively.

         Marketing Fund

         The Company'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. The
         Company records these receipts into the marketing fund liability,
         classified in Accounts Payable and Accrued Expenses, which the Company
         administers. The marketing fund is managed by a committee consisting of
         management of the Company and representatives from certain franchises.

         Income Taxes

         Income taxes are accounted for in accordance with FAS 109, "Accounting
         for Income Taxes". This Statement 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.

                                       11
<PAGE>

         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.


B.       ACQUISITIONS AND DISPOSITIONS

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.

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 are comprised of a certificate of deposit, including
accrued interest, which is pledged as collateral on a trade credit agreement
with a vendor.





                                       12
<PAGE>



E.       PROPERTY AND EQUIPMENT

A summary of property and equipment as of September 30, 2002 is as follows:

          Real estate ...................   $  46,394
          Leasehold improvements ........      35,031
          Showroom ......................     131,048
          Vehicles ......................      12,074
          Computers and office equipment      176,449
          Furniture and fixtures ........      54,992
          Computer software .............      38,181
                                            ---------
                                              494,169
          Less:  Accumulated depreciation    (128,997)
                                            ---------
          Property and equipment, net ...   $ 365,172
                                            =========


F.       NOTES PAYABLE

Notes payable at September 30, 2002 consist of the following:
<TABLE>

Note payable - due on demand bearing interest at the prime rate plus 1%
<S>                                                                      <C>
 and secured by assets pledged by an affiliate of the Company ........   $  100,000
Note payable - due in August 2003 with interest at 10%;
 collateralized by certain home technology assets (2) ................      300,000
Note payable - due in August 2003 with interest imputed at 8%
 unsecured (2) .......................................................       50,000
Note payable - due on demand; with interest at 10%;
  collateralized by real estate ......................................       34,919
Note payable - due in August 2003 with interest at 12%; unsecured ....      381,782
Note payable - due in August 2003 with interest at 12% and collateral-
 ized by certain home technology accounts receivable and inventory (1)      650,000
Note payable - due in monthly installments of $3,000 and a balloon
 payment in July 2005 with monthly interest at 8%; collateralized
 by home technology accounts receivable ..............................      208,000
                                                                         ----------
                                                                          1,724,701
Less current maturities, including demand notes ......................    1,552,701
                                                                         ----------
Long-term portion ....................................................   $  172,000
                                                                         ==========
</TABLE>

(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 this note 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.


                                       13
<PAGE>

G.       INCOME TAXES

Deferred income taxes at September 30, 2002 consist primarily of net operating
loss carryforwards, which amount to approximately $5,160,000 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.       STOCK OPTIONS AND WARRANTS

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 a exercise price equal to the market price of LFSI stock.

During the period ended September 30, 2002, the Company recorded $7,125 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 September 30, 2002 the unamortized
balance in prepaid expenses was $23,750.





                                       14
<PAGE>



I.       TRANSACTIONS WITH RELATED PARTIES

At September 30, 2002, notes and advances due from affiliates and due to
affiliates consisted of the following:

Due from related parties
Due from Paul Johnson, Chief Executive Officer   $   29,000
Due from a company controlled by Mr. Johnson .       23,407
Due from RCG and its subsidiaries ............      197,108
                                                 ----------
  Total ......................................   $  250,515
                                                 ==========

DUE TO RELATED PARTIES
Due to RCG and its subsidiaries ..............   $1,551,266
                                                 ==========

Note payable to Michael Pruitt, CEO of RCG ...   $   10,657
Advance payable to Mr. Pruitt ................       27,519
                                                 ----------
                                                 $   38,176
                                                 ==========

The amount due to RCG and its subsidiaries represents advances 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 three months ended September
30, 2002 and 2001, RCG charged the Company $30,000 and $47,000, 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 September 30, 2002, the
balance outstanding on this bank facility was $100,000.

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.

Paul B. Johnson, Chief Executive Officer and a director 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.

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


                                       15
<PAGE>

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
$174,007 at September 30, 2002.

At September 30, 2002, total debt outstanding to G. David Gordon and a company
in which he is the president and a shareholder, was $431,782 which is reflected
in notes payable on the Condensed Consolidated Balance Sheet. The loans, which
arose during fiscal 2002, bear interest at 8% to12%. Mr. Gordon has an ownership
interest in seven 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 also acts as special legal counsel to RCG and the
Company from time to time. Mr. Gordon and this company also loaned RCG an
additional $1.0 million during fiscal 2002 at interest rates of 8% to 12%.


J.       CONTINGENCY

As a part of the issue of 16,000,000 shares of its Common Stock to RCG, LFSI is
obligated to file a registration statement within 90 days of the September 5,
2002 closing date of the transaction. If LFSI does not meet this deadline, they
are obligated to issue an option to RCG for 1,000,000 shares of LFSI common
stock at a price equal to 20% of the last bid price for the LFSI common stock on
December 4, 2002, the triggering date.





                                       16
<PAGE>



K.       BUSINESS SEGMENT INFORMATION

Information related to business segments is as follows:
<TABLE>
<CAPTION>

                                               Company Owned
                                                 Locations           Franchising          Corporate              Total

THREE MONTHS ENDED SEPTEMBER 30, 2002
Revenue
<S>                                      <C>                   <C>                <C>                    <C>
  External customers                     $         421,639     $       118,151    $                -     $       539,790
  Intersegment                           $               -     $        21,332    $                -     $        21,332

Net loss from operations                 $         355,664     $       131,113    $           29,163     $       515,940

Identifiable assets                      $       9,724,604     $       599,385    $          268,258     $    10,592,247
Capital expenditures                     $          30,712     $         3,910    $                -     $        34,622
Depreciation and amortization            $          20,830     $         5,952    $                -     $        26,782


THREE MONTHS ENDED SEPTEMBER 30, 2001
Revenue from external customers          $         743,991     $             -    $                -     $       743,991

Net loss from operations                 $        (530,364)    $             -    $                -     $      (530,364)

Identifiable assets                      $      10,533,288     $             -    $                -     $    10,533,288
Capital expenditures                     $          69,575     $             -    $                -     $        69,575
Depreciation and amortization            $          15,970     $             -    $                -     $        15,970

</TABLE>



                                       17
<PAGE>



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 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 September 30, 2002 LFSI was a
78% subsidiary of RCG. 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 of its $.10 par value
common stock to acquire Brittany. Brittany owns two condominium units in Dallas,
Texas, which are currently under lease.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2002 LFSI had a working capital deficit of $3,308,801 as
compared to a working capital deficit of $1,885,664 at June 30, 2002, an
increase of $1,423,137. The majority of the increase resulted from a transfer of
$1,381,782 in notes payable, which are due in August 2003, to current from
non-current.

                                       18
<PAGE>

During the three months ended September 30, 2002, the Company sold 330,400
shares of its common stock and increased capital, net of transaction costs by
$718,620. Of this amount, $261,000 was sold prior to the merger on September 5,
2002 and $457,620, including converting $198,000 in notes payable, was sold
after the merger.

The Company has a significant working capital deficit, due primarily to
$1,551,266 due to eResource Capital Group, Inc. ("RCG"), the parent of LFSI, and
notes in the amount of $1,381,782 which are due in August 2003. The Company does
not currently 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 some or all of the
debt due in August 2003. If (i) we are unable to grow our business or improve
our operating cash flows as expected, (ii) we are unsuccessful in extending a
substantial portion of the debt repayments scheduled for August 2003, or (iii)
we are unable to raise additional funds through private placement sales of its
Common Stock, then we will need to secure alternative debt or equity financing
to provide us 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 its shareholders would be diluted.

SALES AND REVENUES

During the three months ended September 30, 2002, sales declined $204,201
(27.4%) from the year earlier amount of $743,991 to $539,790. During the year
earlier period, all 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 $421,639 from LST's company owned locations and $118,151
in franchising revenue. The franchising revenue is solely from royalties and
procurement fees charged to franchises, which did not commence until the second
quarter of last fiscal year. The decline in company owned locations revenue is
principally the result of the sale in September 2001 of the locations in
Greenville, NC, Hilton Head, SC and Raleigh, NC and down-sizing of the location
in Charlotte. The Charlotte location had increased sales in the prior year
through bidding and undertaking work too cheaply, accordingly, Charlotte elected
to reduce the volume of work being done, and the associated direct operating
costs, and concentrate on more profitable work. The Company is still working to
reduce its fixed operating costs while also selling more profitable work.




                                       19
<PAGE>



SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

Selling, general and administrative ("SG&A") expenses have increased $34,290
(5.4%) to $669,259 from the year earlier period amount of $634,969. The majority
of the increase was a result of the costs associated with becoming a separate
reporting entity with the Securities and Exchange Commission.

Salaries and wages represent the largest item included in SG&A and it declined
by 15.6% from $321,826 to $271,584, which was offset by increases in consulting
and professional fees of $13,638 and rent of $14,347.

GAIN ON DISPOSAL OF FIXED ASSETS

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.

DEBT FORGIVENESS

In August 2001, affiliates of LST forgave indebtedness in the amount of $24,351.

INTEREST EXPENSE

Interest expense increased from $21,037 in the prior year period to $47,519
during the three months ended September 30, 2002. The increase is due to the
higher level of debt outstanding during the current year quarter as compared to
the prior year quarter. The majority of the Company's current debt was obtained
in August 2001 and accordingly would have been outstanding only one-half of the
prior year quarter.

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
effectivenessof 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, that the Company's disclosure
controls and procedures are sufficiently effective to ensure that any
materialinformation relating to the Company is recorded, processed, summarized
and reported to its principal officers to allow timely decisions regarding
required disclosures.



                                       20
<PAGE>



PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         During the three months ended September 30, 2002, the Company sold
         330,400 shares of its $.001 par value Common Stock for net proceeds of
         $718,620, to sophisticated investors. Of this amount, $261,000 was sold
         prior to the merger on September 5, 2002 and $457,620 was completed
         after the merger. The proceeds were used for working capital. The small
         business issuer claimed exemption from registration based upon Section
         4(2) of the Securities and Exchange Act of 1933.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         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.


ITEM 5.  OTHER INFORMATION

         On September 5, 2002, Paul Johnson became Chief Executive Officer of
         the Company. The Company currently does not employ a Chief Financial
         Officer.





                                       21
<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits - 99.1 Certificate Pursuant to 18 U.S.C. Section 1350

(b)  Reports on Form 8-K - i) On  November 4, 2002,  the Company  filed its Form
     8-K dated October 31, 2002 to report the change in its principal accountant
     from Stephen P. Higgins, CPA to Crisp Hughes Evans LLP, the current auditor
     of LST. ii) On November 18,  2002,  the Company  filed its Form 8-K/A dated
     September 5, 2002 to report the audited  financial  statements of LST, Inc.
     and subsidiaries.  Financial  statements included the audit of LST, Inc. as
     of June 30,  2002 and for the two years then  ended.  Pro forma  statements
     were not included.



                                                      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:    November 19, 2002     By:      /s/ Paul Johnson
                                           ---------------------------
                                           Paul Johnson, Chief Executive Officer
                                           and Principal Accounting Officer





                                       22
<PAGE>



                                                    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.


November 19, 2002                            /s/ Paul Johnson
                                             --------------------------
                                            Paul Johnson
                                            Chief Executive Officer





                                       23
<PAGE>



         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  September  30,  2002 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:    November 19, 2002       By:      /s/Paul Johnson
                                                 --------------------------
                                                 Paul Johnson
                                                 Chief Executive Officer


                                       24