10-K 1 form10k.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2009 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to __________________ Commission File Number: 333-150586 LIFESTYLE CHOICE MEALS, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Nevada 20-8945348 __________________________________ ___________________ (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 112 North Curry Street Carson City, Nevada 89703 ___________________________________________________ (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (403) 374-0966 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock par value $0.001 _____________________________ (Title of Class) None ______________________________________ (Name of exchange on which registered) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 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 [ ] Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X] Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [X] No [ ] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and ask price of such common equity: As of September 2, 2009, the aggregate value of voting and non-voting common equity held by non-affiliates was $4,000. TABLE OF CONTENTS Page Number PART I Item 1. Business 3 Item 1A. Risk Factors 4 Item 1B Unresolved Staff Comments 4 Item 2 Properties 4 Item 3 Legal Proceedings 4 Item 4 Submission of Matters to a Vote of Security Holders 4 PART II Item 5 Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5 Item 6 Selected Financial Data 5 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operation 5 Item 7A Quantitative and Qualitative Disclosure about Market Risk 7 Item 8 Financial Statements and Supplementary Data 7 Item 9 Changes an Disagreements With Accountants on Accounting and Financial Disclosure 19 Item 9A(T) Controls and Procedures 20 Item 9B Other Information 22 PART III Item 10 Directors, Executive Officers and Corporate Governance 22 Item 11 Executive Compensation 22 Item 12 Security Ownership of Certain Beneficial Owners and Management 22 Item 13 Certain Relationships and Related Transactions and Director Independence 22 Item 14 Principal Accounting Fees and Services 22 PART IV Item 15 Exhibits and Financial Statement Schedules 22 2 PART 1 ITEM 1. BUSINESS Overview Lifestyle Choice Meals, Inc. ("Lifestyle Choice Meals" the "Company," "we," "us") was incorporated in the State of Nevada as a for-profit company on April 19, 2007 and established a fiscal year end of June 30. We are a development-stage company that will offer the ultimate convenience in delicious and nutritious meals. We will offer hundreds of prepared meal choices for delivery to the client's door. Our menus will change weekly with no boring repetition of meals and it will have low cost: all the meals will be delivered to the client's door for about $7.00 each. We have not generated any sales to date. Our products are still in the development stage and are not yet ready for commercial sale. We plan to complete the development of our product line within the next twelve months and begin recognizing revenue from the sale and distribution of our product thereafter. The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. We have no plans to change our business activities. Our product Our product is a fresh-made meal plan that will be delivered directly to the consumer. We will prepare restaurant quality gourmet meals for an entire week and deliver them to our client's door. Our convenient system will make it easy for our clients to serve their family healthy meals. Our food experts will do all the weighing and measuring of the meals to assure a balanced, healthy portion. Menus will be completely individualized to accommodate our client's food preferences and special dietary needs. We will offer a diversified and healthy menu. LifeStyle Choice Meals will deliver lunches and dinners for 7 day periods, a total of 14 meals, once per week. To ensure quality, 10 of those meals will be delivered fresh; requiring only refrigeration and 4 of them will be delivered frozen. All that would be needed is to heat and serve. We plan to take meal orders online. Descriptions and pictures of the meals offered will be available on our website. The nutrition facts information for each meal will be indicated and our clients will be able to use a tool on the website to calculate the calories per day they will be consuming. This tool will be very simple and fun to use. Our clients will be able to make any combination of meals they want according to their goals: loosing, maintaining or gaining weight or just enjoying a delicious meal with no concern. Some pre-made combinations will be available. The market Home delivery of daily meals is a niche market, but is growing rapidly and attracting many more companies. Customers include the overall weight loss market, appealing to the most affluent dieters and convenience seeking, time-pressed moms, executives, working couples, the elderly and others. Costs for these services ranges from $10-40 per day, or $70-280 per week, or $300-1,500 per month. The larger companies providing this service are franchised in multiple states but small companies are being created on a regular basis. Many companies in this market focus solely on serving either or both New York City or Los Angeles. The other "hot spot" seems to be Texas with Toronto being an active market in Canada. 3 Patents We do not anticipate that patents will be required for any of our products. Government Regulation and Supervision We are subject to the laws and regulations of those jurisdictions in which we plan to sell our products, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the sale of our product is not subject to special regulatory and/or supervisory requirements. We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the food service industry. We will be required to comply with product labelling and nutritional information disclosure requirements. Employees We have no employees other than our officer and director. Research and Development Expenditures We have not incurred any research or development expenditures since our incorporation. ITEM 1A. RISK FACTORS We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 1B. UNRESOLVED STAFF COMMENTS We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 2. PROPERTIES We do not own any real estate or other properties. ITEM 3. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated. No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of the Company's shareholders during the fiscal year ended June 30, 2009. 4 PART II ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES As of June 30, 2009 the Company has thirteen (13) active shareholders of record. We have not paid cash dividends and have no outstanding options. ITEM 6. SELECTED FINANCIAL DATA We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report. This interim report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects", "intends", "believes", "anticipates", "may", "could", "should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement. Our auditor's report on our June 30, 2009 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our sole officer and director may be unwilling or unable to loan or advance us additional capital, we believe that if we do not raise additional capital over the next 12 months, we may be required to suspend or cease the implementation of our business plans. See "June 30, 2009 Audited Financial Statements - Auditors Report." As of June 30, 2009, we had $22 in cash on hand and in the bank. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our menus and the marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock. Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements. If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, we are highly dependent upon the success of the anticipated private placement offering and failure thereof would result in the Company having to seek capital from other sources such as debt financing, which may not even be available to the Company. However, if such financing were available, because Lifestyle Choice Meals is a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management will evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If we cannot raise additional proceeds via a private placement of our common stock or secure debt financing we would be required to cease business operations. As a result, investors in Lifestyle Choice Meals, Inc. common stock would lose all of their investment. 5 The Company did not generate any revenue during the fiscal year ended June 30, 2009 and has not raised any revenue since inception. Total expenses for the fiscal year ending June 30, 2009 were $17,020 resulting in an operating loss for the fiscal year of $17,020. The operating loss for the period is a result of professional fees in the amount of $14,334, office and general expenses in the amount of $2,686. Total expense in the fiscal year ended June 30, 2008 were $15,951 resulting in total expenses since inception of $34,288 and an operating loss since inception of $34,288. As of June 30, 2009 the President has advanced $3,576 to the Company. This amount is unsecured, non-interest bearing and without specific terms of repayment. We anticipate that our current cash and cash equivalents and cash generated from financing activities will be insufficient to satisfy our liquidity requirements for the next 12 months. We expect to incur product development, marketing and professional and administrative expenses as well expenses associated with maintaining our SEC filings. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. Plan of Operation The initial stage of our operation, which will begin when we have raised sufficient revenue, will be to develop our menus, test new recipes and submit all of our recipes for nutritional analysis. We then intend to develop our website with pictures that display all of our meal choices and information about the ingredients and nutritional facts. The website will include software that will allow our clients to calculate the consumption of calories per day. Following the preparation of our menu and development of our website we then expect to acquire all of the kitchen utensils and appliances we will need to produce our menu items and then rent a suitable location for our kitchen. Once we have our facilities in operation we plan to launch our marketing and sales campaign including the distribution of flyers and brochures. At the present time our President and sole director is the only employee of Lifestyle Choice Meals, Inc. If the Company receives a positive result from its sales and marketing activities as determined by the receipt of orders in quantities that cannot be efficiently produced by one person then additional employees will be hired to produce the meals as required. If we are unable to complete any phase of our business plan or marketing activities because we don't have enough money, we will cease our business and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our business development plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment. We do not plan to hire additional employees at this time. Our sole officer and director will be responsible for the initial product development. Once we are ready to begin Internet marketing, we will hire an independent consultant to build our web site. We intend to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum. The staged development of our business and marketing plan will continue over the next 12 months. Lifestyle Choice Meals does not anticipate obtaining any further products or services. Lifestyle Choice Meals, Inc. has no current plans, preliminary or otherwise, to merge with any other entity. We do not expect to be purchasing or selling plant or significant equipment during the next twelve months. 6 Off Balance Sheet Arrangements. As of the date of this quarterly report, the funds currently available to the Company will not be sufficient to continue operations. The cost to maintain the Company and begin operations has been estimated at $86,000 over the next twelve months and the cost of maintaining our reporting status is estimated to be $15,000 over the same period. Our officer and director has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing this undertaking. Management believes if the Company cannot raise sufficient revenues or maintain our reporting status with the SEC we will have to cease all efforts directed towards the Company. There are no other off-balance sheet arrangements currently contemplated by management or in place that are reasonably likely to have future effect on the business, financial condition, revenue or expenses and/or result of operations. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 7 LIFESTYLE CHOICE MEALS, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JUNE 30, 2009 BALANCE SHEETS STATEMENTS OF OPERATIONS STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT) STATEMENTS OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS 8 CHANG G. PARK, CPA, PH. D. *2667 CAMINO DEL RIO SOUTH PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707* *TELEPHONE (858) 722-5953 * FAX (858) 761-0341 * FAX (858) 433-2979 * E-MAIL changgpark@gmail.com * ________________________________________________________________________________ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND STOCKHOLDERS Lifestyle Choice Meals, Inc. (A Development Stage Company) We have audited the accompanying balance sheets of Lifestyle Choice Meals, Inc. (A Development Stage "Company") as of June 30, 2009 and 2008 and the related financial statements of operations, changes in shareholders' equity and cash flows for the year ended June 30, 2009 and 2008, and for the period from April 19, 2007 (inception) to June 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lifestyle Choice Meals, Inc. as of June 30, 2009 and 2008, and the results of its operation and its cash flows for the year ended June 30, 2009 and 2008, and for the period from April 19, 2007 (inception) to June 30, 2009 in conformity with U.S. generally accepted accounting principles. The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ CHANG G. PARK ______________________ Chang G. Park, CPA September 4, 2008 San Diego, CA 92108 9 LIFESTYLE CHOICE MEALS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS June 30, 2009 June 30, 2008 ________________________________________________________________________________ ASSETS CURRENT ASSETS Cash $ 22 $ 51 Prepaid expense - 136 ________________________________________________________________________________ TOTAL ASSETS $ 22 $ 187 ================================================================================ LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable and accrued liabilities $ 17,422 $ 6,138 Due to related party 3,576 1,935 ________________________________________________________________________________ TOTAL LIABILITIES 20,998 8,073 ________________________________________________________________________________ STOCKHOLDER'S EQUITY (DEFICIT) Capital stock Authorized 75,000,000 shares of common stock, $0.001 par value, Issued and outstanding 10,200,000 shares of common stock as of June 30, 2009 and 10,000,000 shares of common stock as of June 30 , 2008 10,200 10,000 Additional paid-up capital 3,800 - Deficit accumulated during the development stage (34,976) (17,886) ________________________________________________________________________________ Total stockholder's equity (deficit) (20,976) (7,886) ________________________________________________________________________________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 22 $ 187 ================================================================================ The accompanying notes are an integral part of these financial statements 10

13 LIFESTYLE CHOICE MEALS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 ________________________________________________________________________________ NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION ________________________________________________________________________________ Lifestyle Choice Meals, Inc. ("Company") is in the initial development stage and has incurred losses since inception totalling $34,906. The Company was incorporated on April 19, 2007 in the State of Nevada and established a fiscal year end of June 30. The Company is a development stage enterprise organized to prepare and deliver nutritious and delicious prepared meals to the client's door GOING CONCERN The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company is funding its initial operations by way of issuing Founder's shares. As of June 30, 2009, the Company had issued 10,000,000 Founder's shares at $0.001 per share and 200,000 shares at $0.02 for net funds to the Company of $14,000. The Company's financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have cash nor material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ________________________________________________________________________________ BASIS OF PRESENTATION The financial statements present the balance sheet, statements of operations, stockholders' equity (deficit) and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States. USE OF ESTIMATES AND ASSUMPTIONS Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. INCOME TAXES The Company follows the liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards ("SFAS") No.109, "Accounting for Income Taxes" and clarified by FIN 48 "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109." Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. 14 LIFESTYLE CHOICE MEALS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 ________________________________________________________________________________ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ________________________________________________________________________________ NET LOSS PER SHARE Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities which could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share. FOREIGN CURRENCY TRANSLATION The financial statements are presented in United States dollars. In accordance with SFAS No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholder's equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations STOCK-BASED COMPENSATION The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date. SHARE BASED EXPENSES In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, "Share Based Payment." This statement is a revision to SFAS 123 and supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash Flows." This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted SFAS No. 123R upon creation of the company and expenses share based costs in the period incurred. RECENT ACCOUNTING PRONOUNCEMENTS SFAS 141(R) - In December 2007, the FASB issued SFAS 141(R), "Business Combinations." This Statement replaces SFAS 141, "Business Combinations," and requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement. SFAS 141(R) also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. SFAS 141(R) amends SFAS No. 109, "Accounting for Income Taxes," to require the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also amends SFAS 142, "Goodwill and Other Intangible Assets," to, among other things, provide guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use. SFAS 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 141(R) could have on our financial statements. SFAS 160 - In December 2007, the FASB issued SFAS 160, "Noncontrolling Interests in Consolidated Financial Statements." SFAS 160 amends Accounting Research Bulletin 51, "Consolidated Financial Statements," to establish accounting and 15 LIFESTYLE CHOICE MEALS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 ________________________________________________________________________________ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ________________________________________________________________________________ reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS 160 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. SFAS 160 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods, and interim periods within those fiscal years, beginning on or after December 15, 2008. We are currently assessing the potential impact that the adoption of SFAS 141(R) could have on our financial statements. SFAS 161 - In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161 applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instruments pursuant to paragraphs 37 and 42 of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161 requires entities to provide greater transparency through additional disclosures about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity's financial position, results of operations, and cash flows. SFAS 161 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2008. We do not expect that the adoption of SFAS 161 will have a material impact on our financial condition or results of operation. SFAS 162 - In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time. SFAS 163 - In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time. SFAS 165 - In May 2009, the FASB issued SFAS No. 165, "Subsequent Events".("SFAS No. 165") This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009. We are currently assessing the impact of the adoption of SFAS 165, if any, on our financial position, results of operations or cash flows. 16 LIFESTYLE CHOICE MEALS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 ________________________________________________________________________________ NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ________________________________________________________________________________ SFAS 168 - In June 2009, the Financial Accounting Standards Board issued Statement "FASB" issued Statement No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 168"). SFAS No. 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles ("GAAP"), superseding existing FASB, American Institute of Certified Public Accountants ("AICPA"), Emerging Issues Task Force ("EITF"), and related accounting literature. SFAS No. 168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections. SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009. This statement will have an impact on the Company's financial statements since all future references to authoritative accounting literature will be references in accordance with SFAS No. 168. The Company will adopt the use of the Codification for the quarter ending September 30, 2009. The Company is currently evaluating the effect on its financial statement disclosures since all future references to authoritative accounting literature will be references in accordance with the Codification. NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS ________________________________________________________________________________ In accordance with the requirements of SFAS No. 107and SFAS No. 157, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments. NOTE 4 - STOCK TRANSACTIONS ________________________________________________________________________________ The Company's authorized shares are 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued. As of June 30, 2009, the Company has not granted any stock options and has not recorded any stock-based compensation. On May 3, 2007, the sole Director purchased 10,000,000 shares of the common stock in the Company at $0.001 per share for $10,000. During January and February 2009, the Company issued 200,000 shares of the common stock at $0.02 per share for $4,000 NOTE 5 - RELATED PARTY TRANSACTIONS ________________________________________________________________________________ The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment. NOTE 6 - INCOME TAXES ________________________________________________________________________________ AS AT JUNE 30, 2009 Deferred tax asset: Net operating loss tax carryforwards: 11,892 Other: $ 0 _________ Gross deferred tax assets: $ 11,892 Valuation allowance: $ (11,892) _________ Net deferred tax asset: $ 0 17 LIFESTYLE CHOICE MEALS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 ________________________________________________________________________________ NOTE 7- STOCKHOLDERS' EQUITY ________________________________________________________________________________ The stockholders' equity section of the Company contains the following classes of Capital Stock as of June 30, 2009 o Common stock, $0.001 par value: 75,000,000 shares authorized: 10,200,000 shares issued and outstanding 18 ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Our auditors are the firm of Chang G. Park, CPA operating from their offices in San Diego, CA. There have not been any changes in or disagreements with our accountants on accounting, financial disclosure or any other matter. ITEM 9A(T). CONTROLS AND PROCEDURES Our management is responsible for establishing and maintaining adequate internal control over financial report for the company. Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintain records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition , use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected. Management conducted an evaluation of our internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Management conducted the evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2009 based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of June 30, 2009. There were no changes in our internal control over financial reporting during the period ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report. PART 9B. OTHER INFORMATION None PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The name, address, age, and position of our present officer and director is set forth below: Name and Address Age Position(s) Andrea Worsley 32 President, Secretary/ Treasurer, 339 Deercroft Pl. S.E. Chief Financial Officer and Calgary, AB Chairman of the Board of Directors. Canada T2J 5V6 19 The person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders. Directors receive no compensation for serving on the Board of Directors other than the reimbursement of reasonable expenses incurred. Background of Officers and Directors Originally from Burnaby, BC, Andrea has traveled the country extensively gaining educational and work experience from a variety of backgrounds and industries. She began her schooling at Langara College in Vancouver, but soon transferred to Mount Allison University in Sackville, NB where she completed a Bachelors of English degree with a minor in Commerce. In April of 2002, she moved to Calgary, AB where she's resided ever since. Her work experience is as follows: April 2002 - March 2004: Customers Service Representative, CWD Windows and Doors, Calgary AB. March 2004 - June 2007: Inside Sales Representative, Altelec Engineering, Calgary AB. June 2006 - March 2007 (Part-Time, Evenings and Weekends): Customer Service Representative, Kensington Wine Market, Calgary AB April 2007 - Present: President, Lifestyle Choice Meals, Inc., Calgary AB. Andrea has always had a passion for fine food and entertaining, and most recently that passion has turned into a hobby. Through the Southern Alberta Institute of Technology, Andrea was able to enrol in wine courses that have taught her everything from how to serve wine to the condition of the soils in which the grapes grow and flourish. She used her new skills to get a job part time at a wine boutique in the heart of one of Calgary's most eclectic neighbourhoods. Andrea currently devotes 6 - 8 hours per week to Lifestyle Choice Meals, Inc. In her spare time, she enjoys hosting friends and family for dinner parties and gathering, and she hopes to further develop her passion through more courses and business ventures that focus around the art of fine dining and entertaining. Ms. Worsley is not a director of any other reporting company. Significant Employees The Company does not, at present, have any employees other than the current officer and director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer and director. Family Relations There are no family relationships among the Directors and Officers of Lifestyle Choice Meals, Inc. Involvement in Legal Proceedings No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending. No executive Officer or Director of the Company is the subject of any pending legal proceedings. 20 No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business. Audit Committee We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants. Code of Ethics As of June 30, 2009, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. ITEM 11. EXECUTIVE COMPENSATION Our current executive officer and director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table. There are no current employment agreements between the Company and its executive officer or director. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, shares sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by Company. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth, as of June 30, 2009, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group: Amount and Nature of Name and Address of Beneficial Percent of Class Title of Class Beneficial Owner [1] Owner ______________________________________________________________________________ Common Stock Andrea Worsley, 10,000,000 98% 339 Deercroft Plase S.E. Calgary, AB T2J 5V6 Canada All Officers and Directors 10,000,000 98% as a Group (1 person) 21 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view. The Company has no formal written employment agreement or other contracts with our current officer and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Ms. Worsley anticipates devoting at a minimum of ten to fifteen percent of her available time to the Company's affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. For the year ended June 30, 2009, the total fees charged to the company for audit services, including quarterly reviews were $10,000, for audit-related services were $0 and zero for tax services and other services. For the year ended June 30, 2008, the total fees charged to the company for audit services, including quarterly reviews were $8,500, for audit-related services were $0 and zero for tax services and other services. PART IV ITEM 15. EXHIBITS 23.1 Consent of Chang g. Park, CPA 31.1 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer 31.2 Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * 32.1 Section 1350 Certification of Chief Executive Officer 32.2 Section 1350 Certification of Chief Financial Officer ** * Included in Exhibit 31.1 ** Included in Exhibit 32.1 22 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LIFESTYLE CHOICE MEALS, INC. By: /s/ ANDREA WORSLEY ____________________________________________ Andrea Worsley President, Secretary Treasurer, Principal Executive Officer, Principal Financial Officer and Director Dated: September 18, 2009 23

LIFESTYLE CHOICE MEALS, INC. 10-K