UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2016~~2017

☐ 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 000-52408

LIFESTYLE MEDICAL NETWORK INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		13-1026995
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
121 South Orange Avenue, Suite 1500, Orlando, FL		32801
(Address of principal executive offices)		(Zip Code)

424 E. Central Blvd., Orlando, FL		32801
(Address of principal executive offices)		(Zip Code)

(407) 377-6336

(407) 514-1230

(Registrant's Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or aan ~~smaller~~emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company.,” and ~~(Check~~“emerging ~~One):~~growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☒ Emerging growth company ☐

~~(Do not~~If an emerging growth company, indicate by check mark if athe ~~smaller~~registrant has ~~reporting~~elected ~~company~~not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the issuer's common stock, $0.001 par value per share, was 3334,~~958~~885,~~257~~375 as of ~~November~~May 1815, ~~2016~~2017.

LIFESTYLE MEDICAL NETWORK, INC.

INDEX

		Page
Part I.	Financial Information	1
Item 1.	Financial Statements.	1
	Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015 (unaudited)	2
	Consolidated Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016	2
	Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited)	3
	Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016 (unaudited)	3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 (unaudited)	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2017 and 2016 (unaudited)	4
	Notes to Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1211
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1514
Item 4.	Controls and Procedures.	1514
Part II.	Other Information	1615
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 6.	Exhibits.	15
Item 6.	Exhibits.	17
Signatures		16
Signatures		18

PART I — FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS.

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. The following unaudited consolidated financial statements should be read in conjunction with the year-end restated consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, ~~2015~~2016.

The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 are not necessarily indicative of the results for the entire fiscal year or for any other period.

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2017			2016
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	55,979		$	48,376
Accounts receivable-related party		19,984			68,360
Accounts receivable		461,497			232,715
Prepaid expenses		281,250			275,034
Total Current Assets		818,710			624,485

Property, plant and equipment - net		70,876			69,902
Prepaid expenses-net of current portion		133,280			200,802
TOTAL ASSETS	$	1,022,866		$	895,189

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	633,411		$	426,219
Accounts payable-related party		89,835			71,929
Notes payable		525,000			545,000
Current portion of convertible notes payable, net of $158,594 and $304,718 debt discount		1,331,926			1,185,802
Total Current Liabilities		2,580,172			2,228,950

LONG-TERM LIABILITIES:
Convertible notes payable, net of $2,488 and $4,543 debt discount		47,512			45,457

Total Liabilities		2,627,684			2,274,407

Commitments and Contingencies		-			-

STOCKHOLDERS' DEFICIENCY:
Common stock, $.001 par value, 200,000,000 shares authorized; 34,885,375 and 33,958,257 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively		34,885			33,959
Additional paid-in-capital		10,967,655			10,948,581
Accumulated deficit		(12,607,358	)		(12,361,758	)
Total Stockholders' Deficiency		(1,604,818	)		(1,379,218	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	1,022,866		$	895,189

	September 30,			December 31,
	2016			2015
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	150,869		$	49,719
Accounts receivable-related party		572,850			516,868
Accounts receivable		5,733			-
Loan receivable-related party		677,560			100,000
Prepaid expenses		311,336			53,107
Total Current Assets		1,718,348			719,694
Property, plant and equipment - net		353,213			134,296
Other assets		242,525			-
Intangible assets - net		79,174			83,338
TOTAL ASSETS	$	2,393,260		$	937,328
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	266,515		$	197,877
Notes payable		525,000			250,000
Convertible notes payable,net of $257,055 and $105,935 debt discount		858,465			644,065
Total Current Liabilities		1,649,980			1,091,942
LONG-TERM LIABILITIES:
Convertible notes payable,net of $7,488 debt discount		42,512			-
Total Liabilities		1,692,492			1,091,942
Commitments and Contingencies		-			-
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock, $.001 par value, 200,000,000 shares authorized; 33,958,257 and 33,658,257 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively		33,959			33,659
Additional paid-in-capital		10,194,495			9,172,696
Accumulated deficit		(9,527,686	)		(9,360,969	)
Total Stockholders' Equity (Deficiency)		700,768			(154,614	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	2,393,260		$	937,328

See notes to unaudited consolidated financial statements.

See notes to unaudited consolidated financial statements

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended
	March 31,
	2017			2016
Revenues:				(As revised)
Management fees-related party	$	142,611		$	180,000
Management fees		1,197,494			-
Rental income-related party		-			103,500
Total revenues		1,340,105			283,500

Costs and expenses:
Cost of revenue related to management fees		918,601			133,963
Cost of revenue related to rental income		-			67,894
Cost of revenue- related party management fees		260,297			-
Selling, general and administrative expenses		202,025			168,030
Total Costs and expenses		1,380,923			369,887

Loss from operations		(40,818	)		(86,387	)

Other income (expense):
Other income		-			25,000
Interest expense		(204,782	)		(86,525	)
Total Other income (expense)		(204,782	)		(61,525	)

Loss from operations before provision for income taxes		(245,600	)		(147,912	)

Provision for income taxes		-			-

Net loss	$	(245,600	)	$	(147,912	)

Loss per common share-basic and diluted	$	(0.01	)	$	(0.00	)

Weighted average common shares outstanding
- basic and diluted
		34,062,446			33,658,257

~~(Unaudited)~~See notes to unaudited consolidated financial statements.

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2016			2015			2016			2015
Revenues:
Management fees-related party	$	367,500		$	216,000		$	935,250		$	379,500
Management fees		195,339			-			195,339			-
Rental income-related party		112,500			103,500			326,250			206,983
Total revenues		675,339			319,500			1,456,839			586,483
Costs and expenses:
Cost of revenue related to management fees		202,613			108,251			507,220			138,035
Cost of revenue related to rental income		67,894			67,894			203,682			135,914
Selling, general and administrative expenses		135,509			161,658			465,023			372,810
Amortization of warrants		(32,611	)		58,000			47,389			625,335
Total Costs and expenses		373,405			395,803			1,223,314			1,272,094
Income (loss) from operations		301,934			(76,303	)		233,525			(685,611	)
Other income (expense):
Loss on extinguishment of debt		-			-			(61,697	)		-
Other income		-			-			25,000			-
Interest expense		(161,072	)		(32,082	)		(363,545	)		(64,532	)
Total Other income (expense)		(161,072	)		(32,082	)		(400,242	)		(64,532	)
Income (loss) from operations before provision for income taxes		140,862			(108,385	)		(166,717	)		(750,143	)
Provision for income taxes		-			-			-			-
Net income (loss)	$	140,862		$	(108,385	)	$	(166,717	)	$	(750,143	)
Income (loss) per common share-basic	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.02	)
Income (loss) per common share- diluted	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.02	)
Weighted average common shares outstanding - basic		33,958,257			33,506,609			33,775,410			32,849,658
Weighted average common shares outstanding - diluted		45,441,075			33,506,609			33,775,410			32,849,658

See notes to unaudited consolidated financial statements

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For The Three Months Ended
	March 31,
	2017			2016
Cash flows from operating activities:				(As revised)
Net loss	$	(245,600	)	$	(147,912	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		-			1,388
Depreciation		7,240			8,687
Amortization of debt discounts		148,179			57,775
Changes in operating assets and liabilities:
Accounts receivable		(228,782	)		-
Accounts receivable-related party		48,376			51,531
Prepaid expenses		81,306			49,188
Accounts payable-related party		17,906			-
Accounts payable and accrued expenses		207,192			99,159
Net Cash Provided by (Used In) Operating Activities		35,817			119,816

Cash flows from investing activities:
Purchase of equipment		(8,214	)		-
Advances to related party		-			(181,300	)

Net Cash Used In Investing Activities		(8,214	)		(181,300	)

Cash flows from financing activities:
Proceeds from short-term debt		-			30,000
Repayments of short-term debt		(20,000	)		(6,000	)

Net Cash Provided by Financing Activities		(20,000	)		24,000

Net change in cash		7,603			(37,484	)

Cash and cash equivalents - Beginning of period		48,376			49,719

Cash and cash equivalents - End of period	$	55,979		$	12,235

Supplemental Information;

Cash paid for interest	$	-		$	-

Cash paid for income taxes	$	-		$	-

Non-cash Investing and Financing Activities:

Issuance of warrants for prepaid services	$	20,000			-

Cashless conversion of warrants	$	926			-

~~CONSOLIDATED STATEMENTS~~See OFnotes ~~CASH~~to ~~FLOWS~~unaudited consolidated financial statements.

(Unaudited)

	For The Nine Months Ended
	September 30,
	2016			2015
Cash flows from operating activities:
Net loss	$	(166,717	)	$	(750,143	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		4,164			18,534
Depreciation		56,083			17,632
Loss on extinguishment of debt		61,697
Stock-based compensation		24,000			116,000
Amortization of debt discount		254,095			625,335
Changes in operating assets and liabilities:
Accounts receivable		(61,715	)		(310,000	)
Prepaid expenses		79,247			(84,150	)
Accounts payable and accrued expenses		127,856			20,901
Net Cash Provided by (used in) Operating Activities		378,710			(345,891	)
Cash flows from investing activities:
Refund of deposit		-			100,000
Advances to related party		(842,560	)		(135,000	)
Repayments by related party		265,000			80,000
Purchase of equipment		-			(145,448	)
Net Cash Used In Investing Activities		(577,560	)		(100,448	)
Cash flows from financing activities:
Proceeds from related parties		-			42,351
Repayment of related party debt		-			(142,351	)
Repayment of short-term debt		(30,000	)		-
Proceeds from short-term debt		330,000			600,000
Net Cash Provided by Financing Activities		300,000			500,000
Net change in cash		101,150			53,661
Cash and cash equivalents - Beginning of period		49,719			163
Cash and cash equivalents - End of period	$	150,869		$	53,824
Supplementary information:
Cash paid for:
Interest	$	-		$	28,750
Income taxes	$	-		$	-
Non-cash Investing and Financing Activities
Conversion of debt and interest for common stock	$	-		$	999,180
Equipment purchased with notes payable	$	275,000		$	-
Issuance of common stock for services	$	-		$	116,000
Beneficial conversion feature	$	418,099		$	40,000
Issuance of warrants for prepaid services	$	580,000		$	-

See notes to unaudited consolidated financial statements

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR ~~THE~~THREE ~~NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, 2017 ~~2016~~ AND ~~2015~~2016

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated balance sheet as of ~~September~~March 3031, ~~2016~~2017 and the consolidated statements of operations, stockholders' deficiency and ~~cash~~ cash flows for the periods presented have been prepared by Lifestyle Medical Network, Inc. and Subsidiaries (the "Company" or "Lifestyle") and are unaudited. The consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations, changes in stockholders' deficiency and cash flows for all periods presented have been made. The information for the consolidated balance sheet as of December 31, ~~2015~~2016 was derived from audited financial statements of the Company.

Organization

Lifestyle Medical Network Inc. and Subsidiaries (the “Company” or “Lifestyle”) was incorporated in the State of Nevada. The Company directs its operations through its subsidiaries. The Company, through its consulting subsidiaries, plans to continue to identify and enter into management and professional consulting services agreements, and to license medical and health technologies, to medical and health clinic operating companies. The Company also intends to open, operate and acquire medical and health clinics, if financing is available and the profile of the clinics’ is favorable.

~~Material Agreements~~Current Operations

~~The Company~~As ~~entered~~of ~~management~~the ~~agreements,~~date ~~and~~of ~~have~~this ~~commenced recognizing revenues thereunder~~report, ~~with~~the ~~two medical professional associations~~Company ~~located~~is infocusing ~~Houston,~~its ~~Texas~~efforts, ~~MED-Cure~~through ~~Primary~~our ~~Care~~consulting ~~Physicians~~subsidiaries, ~~P.A.~~Lifestyle ~~and~~Texas ~~MED-CURE~~Medical ~~Anti-Aging~~Management LLC and ~~Skin~~Lifestyle ~~Care,~~Florida ~~P.A. (the “MED-CURE~~Medical ~~Companies”),~~Management ~~effective April 1~~LLC, ~~2015,~~on ~~which~~providing ~~were~~administrative ~~purchased~~support byand ~~Dr.~~practice ~~Ronald~~management ~~Moomaw,~~services ato ~~director~~healthcare ~~of the Company~~providers. ~~The~~In ~~MED-CURE Companies~~May ~~between them operate six medical clinics in Houston~~2016, ~~of which four are primary care clinics and two are skin care clinics.~~the ~~Under~~Company ~~management~~commenced ~~agreements~~working with ~~the~~Global ~~MED-CURE~~Physicians ~~Companies~~Healthcare, ~~the~~Inc. ~~Company, through its subsidiary LifeStyle Texas Medical Management, LLC~~ (“~~LifeStyle Management~~Global”), ~~provides~~of ~~organizational~~which ~~development,~~the ~~accounting,~~Company’s ~~human~~Chief ~~resources~~Executive Officer, ~~computer~~Christopher ~~technical support compliance~~Smith, ~~scheduling, marketing~~ and ~~advertising,~~another ~~office space~~Director, ~~equipment~~each ~~supplies~~own ~~and~~a ~~other~~one-third ~~management~~equity ~~services~~interest. ~~and receives~~The anCompany ~~agreed~~entered ~~percentage~~into ofa ~~the~~support ~~gross~~services agreement ~~revenues~~with ofGlobal ~~the~~in ~~practice~~September ~~group~~2016, ~~with~~under ~~adjustments~~which ~~designed~~Global tohas ~~ensure~~provided ~~that~~valuable ~~management fees~~assistance doto ~~not exceed an agreed cap, or that~~ the ~~monthly~~Company ~~payments~~as doa ~~not~~marketing ~~result~~and services consultant in anmarketing ~~event~~services ofto ~~default~~healthcare ~~under~~providers ~~the~~and ~~acquisition~~healthcare ~~financing documents for the MED-CURE Companies~~systems. The ~~leasing~~Company ~~arrangements~~following ~~for~~initiation ~~the properties leased for the MED-CURE Companies’ clinics’~~of ~~offices~~its ~~were~~healthcare ~~restructured,~~provider ~~with~~support ~~our~~services ~~real~~in ~~estate~~2016 ~~subsidiary,~~is ~~LifeStyle~~now ~~Texas~~expanding ~~Real~~its ~~Estate.~~generated ~~LLC~~marketing ~~leasing~~efforts ~~the~~for ~~properties~~client ~~and~~healthcare ~~then subleasing the properties back to the MED-CURE Companies~~providers.

~~Through our~~The ~~subsidiary,~~Company’s ~~Regional~~services package ~~Professional~~is ~~Alliance,~~tailored ~~Inc.~~to , a ~~physician~~practice group’s ~~professional~~specific ~~consulting~~needs. ~~company~~Practices ~~that~~can ~~provides~~select ~~professional medical~~from ~~consulting~~menu ~~services~~of tobusiness ~~medical~~solutions ~~management~~including billing, ~~companies~~HR/PEO, ~~related~~accounting toand ~~matters~~consulting, ~~affecting~~computer ~~professional~~technical ~~licensure~~support, ~~and medical clinic~~ compliance, ~~matters~~and ~~for~~administrative ~~the~~functions ~~benefit~~including, ofbut not ~~clinics~~limited ~~managed~~to, byequipment ~~Lifestyle~~selection, ~~Management~~budgeting, weand ~~have~~staffing ~~entered~~recruitment. ~~into~~The anCompany ~~agreement~~has ~~with~~access ~~Dr. Moomaw~~ to ~~provide~~a ~~services~~nationwide ~~through~~network ~~Regional Professional Alliance for the benefit~~ of ~~LifeStyle Management related to oversight and professional~~ancillary ~~medical~~providers ~~services coordination~~ of ~~the~~local ~~managed~~and ~~clinics~~regional ~~which~~medical ~~have~~practice ~~entered into management services agreements with LifeStyle Management~~solutions. ~~Through~~ ~~LifeStyle~~As ~~Texas~~a ~~Licensing~~result, ~~LLC (“LifeStyle Licensing”),~~ the Company’s ~~plans~~client tomedical ~~sublicense~~practices tomay ~~the MED-CURE Companies~~benefit ~~the~~from ~~non-exclusive~~cost ~~right to use~~savings, ~~and~~higher toquality ~~sublicense the use~~ of, ~~certain~~patient ~~patents~~care, ~~trademarks, trade names, logos, slogans, trade dress, commercial symbols, operational systems,~~ and ~~other~~increased ~~intellectual~~productivity ~~property~~efficiencies ~~rights, in connection with operating~~ and ~~managing medical clinics that provide medical services and/or products of a character and quality, in particular relating to men’s health and weight management~~revenue.

The Company is continuing to look for opportunities in the direct ownership of clinics where the operations of the clinic would be compatible with the applicable regulatory regime governing ownership of medical practices and where the clinic’s operations would complement the Company’s current practice management services operations.

Going Concern

The consolidated financial statements for the ~~period~~three months ended ~~September~~March 3031, ~~2016~~2017 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a a past history of recurring losses from operations ~~and is a development stage company~~. The Company will require additional funding to execute its future strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue to support its cost structure. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company had entered into Management agreements with six medical clinics in Houston, Texas. The Company terminated its agreements as of December 31, 2016.

Through the Company’s consulting subsidiaries, the Company is currently providing administration support and practice management services to healthcare providers.

~~The~~Management ~~Company~~believes ~~has~~these ~~entered~~services ~~into~~will ~~Management~~be ~~agreements~~profitable ~~with~~and ~~six~~the ~~medical~~cash ~~clinics~~flows infrom ~~Houston,~~these ~~Texas.~~operations ~~The Company~~ will ~~provide~~enable ~~services~~the Company to ~~the~~ ~~clinic~~fund ~~and~~the ~~will~~operations of ~~receive~~the anconsolidated ~~agreed~~group ~~percentage~~over ofthe ~~gross~~next ~~revenues~~twelve ofmonths. Therefore, the ~~practice~~annual ~~group.~~financial ~~Management~~statements ~~intends~~continue to ~~make~~be ~~further~~prepared ~~acquisitions~~on a ofgoing ~~other~~concern ~~medical clinics during 2016~~basis.

Management believes these acquisitions will be profitable and the cash flows from these operations will enable the Company to fund the operations of the consolidated group over the next twelve months. Therefore, the annual financial statements continue to be prepared on a going concern basis.

Significant Accounting Policies

The Company’s significant accounting policies are ~~summarized~~found below. These policies should be read in conjunction with Note 1 offound in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016. There were no significant changes to these accounting policies during the ~~nine~~three months ended ~~September~~ 30March 31, ~~2016~~2017 and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

2.Principles ~~INTANGIBLES~~of Consolidation

The ~~MPL~~consolidated ~~License~~financial ~~Agreement~~statements of the Company include the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated.

~~The~~Revenue MPL License Agreement, under which the Company's wholly-owned subsidiary, Elite, is the licensee pursuant to the Assignment from WMA, provides for the license of medical services, operational systems, manuals, certain names and logo designs and other intellectual property in connection with the operation of medical clinics that provide services related to men’s health within the territory of the continental United States (the “Licensed Rights”). The License Agreement provides for a fee of 6% of gross receipts of Licensee, payable quarterly. The term of the License Agreement is for twenty (20) years from the effective date, May 9, 2011. The Company plans to establish new medical clinics or acquire existing clinics, as well as to provide consulting services to medical clinics utilizing the Licensed Rights.Recognition

~~Intangibles~~ ~~are~~Revenue ~~the~~is ~~value~~recognized ofin ~~the~~accordance ~~MPL~~with ~~license~~SAB No. ~~Amounts~~104. ~~assigned~~Persuasive toevidence ~~this~~of ~~intangible~~an ~~were~~arrangement ~~determined~~exists; byDelivery ~~management.~~has ~~Management~~occurred ~~considered~~or ~~a number~~services ofhave ~~factors~~been inrendered; ~~determining~~Seller’s ~~the~~price ~~allocations,~~to ~~including~~the ~~valuations~~buyer ~~and~~is ~~independent~~fixed ~~appraisals.~~or ~~The~~determinable; ~~intangibles~~and ~~are~~Collectability ~~being~~is ~~amortized over~~relatively 19assured.~~5 years, the life of the license.~~

The ~~components~~Company records revenue from management fees for providing administrative support and practice management services in accordance with management agreements to other healthcare providers. The Company receives an agreed percentage of ~~intangible~~the ~~assets~~net ~~are~~revenues asof ~~follows:~~these healthcare providers once cash is collected. At this point the services have been rendered, price is determinable and collectability is assured.

License Agreements
Balance January 1, 2015	$	88,893
Amortization for the year ended December 31, 2015		(5,555	)
Balance December 31, 2015		83,338
Amortization for the nine months ended September 30, 2016		(4,164	)
Balance September 30, 2016	$	79,174

Use of Estimates

~~Amortization~~The ~~expense~~preparation ~~for~~of the ~~nine~~consolidated ~~months~~financial ~~ended~~statements ~~September~~in 30conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and assumptions that affect the reported amounts of assets, ~~2016~~liabilities, revenues and ~~2015~~expenses ~~amounted~~and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, $4those related to such items as income tax exposures,~~164~~ accruals, depreciable/useful lives, allowance for doubtful accounts and $4valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances,~~165,~~ ~~respectively~~the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

62. PROPERTY AND EQUIPMENT

Estimated amortization expense for intangible assets for the next five years is as follows:

Year Ending	Amortization
December 31,	Expense
2016		1,391
2017		5,555
2018		5,555
2019		5,555
2020		5,555

3. LOAN RECEIVABLE-RELATED PARTY

The Company advanced operating funds on a short-term basis to the MedCure Companies during the year ended December 31, 2015. The Company advanced the MedCure Companies $180,000 and received repayments of $80,000. During the nine months ended September 30, 2016, the Company advanced an additional $842,560 and received repayments of $265,000. As of September 30, 2016 and December 31, 2015, the MedCure Companies owed the Company $677,560 and $100,000, respectively.

4 PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	September 30,			December 31,
	March 31,			December 31,
	2016			2015
	2017			2016
Equipment	$	~~432~~124,~~152~~101		$	~~157~~115,~~152~~887
Accumulated depreciation		78(53,~~939~~225	)		22(45,~~856~~985	)
	$	~~353~~70,~~213~~876		$	~~134~~69,~~296~~902

Depreciation ~~expense~~ expense for ~~the~~three ~~nine~~ months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 was $567,~~083~~240 and $168,~~632~~687, respectively.

DEBT

Short-term debt as of March 31, 2017 and December 31, 2016 were as follows:

	March 31,		December 31,
	2017		2016
Short-term and Convertible Debt

Unsecured promissory note, interest @ 12% per annum, due July 15, 2017	$	150,000	$	150,000

Unsecured promissory note, interest @ 10%, due August 15, 2017		75,000		75,000

Convertible promissory note, interest @ 10% per annum, due November 1, 2017		100,000		100,000

Convertible promissory note, interest @ 12% per annum, due April 28, 2017 and June 8, 2017 (2)		562,565		461,897

Convertible promissory note, interest @ 12% per annum, due December 17, 2016		100,000		100,000

Convertible promissory note, interest @ 10% per annum, due November 1, 2017		50,000		50,000

Unsecured promissory note, interest @ 10% per annum, due May 1, 2017		25,000		25,000

Secured promissory note, interest @ 6% per anum due October 15, 2017 (6)		275,000		275,000

Convertible promissory note, interest @ 12% per annum, due June 13, 2017 (3)		246,685		242,652

Unsecured promissory note, interest free, due on demand (1)		-		20,000

Convertible promissory note, interest @ 12% per annum, due June 13, 2017 (4)		206,874		187,467

Convertible promissory note, interest @ 12% per annum, due November 28, 2017 (5)		65,802		43,786

Convertible promissory note, interest @ 12% per annum, due August 24, 2018 (7)		47,512		45,457
		1,904,438		1,776,259
Less: Current portion		1,856,926		1,730,802
	$	47,512	$	45,457

(1)

On February 18, 2016, the Company executed an unsecured promissory note with Gail Keats (an unrelated party) and received $30,000. The promissory note is interest-free and is payable on or before August 15, 2016. The Company repaid the note in full in July 2016. In October 2016, Keats advanced an additional $20,000. The note is interest free and due on demand. The Company repaid the note in full in March 2017.

5(2) On May 16, 2016, the Company amended its loan agreements with Roy Meadows (“Meadows”), an unrelated party. ~~DEBT~~The Company agreed to pay Meadows a renewal fee of $28,000 and $27,956 on its two outstanding loans with Meadows and extend the maturity dates of the loans to April 28, 2017 and June 8, 2017, respectively. The new outstanding balances of the loans including interest and the renewal fees amounted to $308,000 and $307,520, respectively.

~~Short-term~~The ~~debt~~Company asalso agreed to amend the conversion price of ~~September~~the 30loans into the Company’s common stock to $0.10 per share. At any time, ~~2016~~the holder of the notes, at his option, shall have the right to convert the outstanding principal balance or any portion of the principal amount hereof, and ~~December~~any 31accrued interest into shares of common stock of the Company. The fair value of the common stock at the date of issuance of the advance was $0.13, ~~2015~~which ~~were~~created a Beneficial Conversion Feature of $409,766, the beneficial conversion feature was recorded as ~~follows:~~a debt discount over the life of the notes. The debt discount as of March 31, 2017 was $52,955.

	September 30,		December 31,
	2016		2015
Short-term Debt
Secured promissory note, interest @ 12% per annum, due June 30, 2016	$	150,000	$	150,000
Unsecured promissory note, interest @ 10%, due June 30, 2016		75,000		75,000
Convertible promissory note, interest @ 10% per annum, due April 2, 2016		100,000		100,000
Convertible promissory note, interest @ 12% per annum, due April 28, 2017 and June 8, 2017 (2)		358,465		431,465
Convertible promissory note, interest @ 12% per annum, due December 17, 2016		100,000		100,000
Convertible promissory note, interest @ 10% per annum, due September 23, 2016		50,000		12,600
Unsecured promissory note, interest @ 10% per annum, due November 1, 2016		25,000		25,000
Secured promissory note, interest @ 6% per annum due April 1, 2017 (4)		275,000		-
Convertible promissory note, interest @ 12% per annum, due June 13, 2017 (3)		250,000		-
Convertible promissory note, interest @ 12% per annum, due August 24, 2018 (5)		42,512		-
		1,425,977		894,065
Less: Current portion		1,383,465		894,065
Long-term debt	$	42,512	$	-

(3)

On June 13, 2016, the Company issued a convertible promissory note to Meadows and received proceeds of $250,000.The promissory note bears interest @ 12% per annum and matures one year from the date of issuance. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion of the principal hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.15 per share. The fair value at the date of issuance was $0.07, which created a beneficial conversion feature of $16,355, the beneficial conversion feature was recorded as a debt discount over the life of the debt. The debt discount as of March 31, 2017 was $3,315.

(14) On ~~February~~October 1817, 2016, the Company ~~executed~~issued ana ~~unsecured~~convertible ~~promissory~~ note ~~with~~to ~~Gail~~Meadows ~~Keats~~ and received proceeds of $30250,000. The promissory note isbears interest~~-free~~ ~~and~~@ is12% ~~payable~~per anum and matures on June 13, 2017. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or ~~before~~any ~~August~~portion 15hereof, ~~2016~~and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The ~~Company~~fair ~~repaid~~value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $78,705, the beneficial conversion feature was recorded as a debt discount over the life of the note. inThe ~~full~~debt indiscount ~~July~~as ~~2016~~of March 31, 2017 was $43,126.

(25) On ~~May~~November 1628, 2016, the Company ~~amended~~issued ~~its~~a ~~loan~~convertible ~~agreements~~note ~~with~~to ~~Roy~~ Meadows ~~(“Meadows”)~~and received proceeds of $125,000. The ~~Company~~promissory ~~agreed~~note tobears ~~pay~~interest ~~Meadows~~@ a12% ~~renewal~~per ~~fee~~anum ofand $matures on November 28,~~000~~ ~~and~~2017. ~~$27~~At any time,~~956~~ onthe ~~its~~holder ~~two~~of ~~outstanding~~the ~~loans~~note, ~~with~~at ~~Meadows~~his ~~and~~sole ~~extend~~option, shall have the ~~maturity~~right ~~dates~~to ofconvert the ~~loans~~outstanding toprincipal ~~April~~amount 28of this note, ~~2017~~or ~~and~~any ~~June~~portion 8hereof, ~~2017~~and any accrued interest into shares of common stock of the Company, ~~respectively~~at a conversion price of $0.06 ~~The~~per ~~new~~share. ~~outstanding~~The ~~balances~~fair value of the ~~loans~~common ~~including~~stock ~~interest~~at ~~and~~ the ~~renewal~~date ~~fees~~of ~~amounted~~issuance toof the advance was $~~308~~0.15,~~000~~ ~~and~~which created a beneficial conversion feature of $~~307~~89,~~520~~286, ~~respectively~~the beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of March 31, 2017 was $59,198.

~~The Company~~(6) ~~also~~On ~~agreed~~April to1, ~~amend~~2016, the ~~conversion~~Company ~~price~~issued ofa ~~the~~secured ~~loans~~promissory ~~into~~note ~~the~~to ~~Company’s~~Emile ~~common~~Fares, ~~stock to $0~~M.10D. ~~per~~(the ~~share.~~“Payee”), Atan ~~any time~~unrelated party, ~~the~~and ~~holder~~promised ofto the ~~notes~~Payee $275,000 atin ~~his~~exchange ~~option,~~for ~~shall~~all ~~have~~ the ~~right~~medical toequipment ~~convert~~owned ~~the~~by ~~outstanding~~RMC ~~principal~~Totalcare ~~balance~~Medical orPA. ~~any~~The ~~portion of~~secured ~~the~~promissory ~~principal~~note ~~amount~~bears ~~hereof,~~interest @ 6% per anum and ~~any~~matures ~~accrued~~one ~~interest~~year ~~into~~from ~~shares~~the ofdate ~~common~~issuance. ~~stock~~On ofApril 1, 2017, the Company. ~~The~~and ~~fair~~payee ~~value~~entered ofinto ~~the~~an ~~common stock~~agreement atto modify the ~~date~~original ofnote ~~issuance~~ of the ~~advance~~Company ~~was~~to ~~$0.13,~~the ~~which~~payee ~~created~~to adecrease ~~Beneficial~~the ~~Conversion~~principal ~~Feature~~amount of ~~$409,766,~~ the ~~Beneficial Conversion~~note ~~Feature~~from ~~was~~$275,000 ~~recorded~~to as$70,000, aand ~~debt~~to ~~discount~~extend ~~over~~ the ~~life~~maturity ofto ~~the~~October ~~notes~~15, 2017. ~~The~~Any ~~debt~~interest ~~discount~~accrued would be included as part of ~~September~~the ~~30,~~principal ~~2016 was $257,055~~payment.

(7)

On August 24, 2016, the Company issued a convertible note to Daniel Hagen, an unrelated party, and received proceeds of $50,000. The promissory note bears interest @ 10% per anum and matures on August 24, 2018. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $8,333, the beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of March 31, 2017 was $2,488.

Interest expense for the three months ended March 31, 2017 and 2016 amounted to $204,782 and $86,525, respectively.

~~The Company~~4 ~~performed~~ACCOUNTS anPAYABLE ~~analysis~~AND ~~under~~ACCRUED ASC 470-50 criteria to determine if the note extension agreement falls under debt modification or debt extinguishment criteria. The Company revalued the warrants issued and agreed the additional consideration, extended maturity dates and interest to the extended agreement. The Company deems that based on the analysis performed, debt extinguishment does exist and recorded loss on debt extinguishment in the amount of $61,697.EXPENSES

(3) On June 13, 2016, the Company issued a convertible promissory note to Meadows and received proceeds of $250,000.The promissory note bears interest @ 12% per annum and matures one year from the date of issuance. On October 13, 2016, the promissory note was amended increasing the principal amount to $500,000 under the same terms and conditions of the promissory note for funds received in a second loan advance. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion of the principal hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.15 per share.

	March 31,		December 31,
	2017		2016
Interest	$	228,239	$	171,636
Salaries – Officer		-		-
Professional fees		111,778		104,278
Consulting		281,263		124,384
Other		12,131		25,921
	$	633,411	$	426,219
Consulting fee – related
Party	$	89,835	$	71,929

(4) On April 1, 2016, the Company issued a secured promissory note to Emile Fares, M,D, (the “Payee”) and promised to the Payee $275,000 in exchange for all the medical equipment owned by RMC Totalcare Medical PA5.. ~~The~~BASIC ~~secured~~AND ~~promissory~~DILUTED ~~note~~EARNINGS ~~bears~~PER interest @ 6% per annum and matures one year from the date issuance. A payment of $75,000 is due October 1, 2016 and the balance due on the maturity date. The note is secured by all collections received by LifeStyle Texas Medical Management LLC pursuant to a Management Agreement with RMC Totoalcare Medical PA.SHARE

~~(5)~~Basic Onearnings ~~August~~per ~~24,~~share ~~2016,~~is computed ~~the~~by ~~Company~~dividing ~~issued~~net aincome ~~convertible~~by ~~note~~the toweighted-average ~~Daniel~~number ~~Hagen and received proceeds~~ of ~~$50,000.~~common ~~The~~shares ~~promissory~~outstanding ~~note~~during ~~bears~~the ~~interest~~period. @Diluted ~~10%~~ earnings per ~~annum~~share ~~and~~is ~~matures~~computed onby ~~August~~dividing ~~24,~~net ~~2018.~~earnings Atby ~~any time,~~ the ~~holder~~weighted-average ofnumber ~~the note, at his sole option, shall have the right to convert the outstanding principal amount~~ of ~~this~~common ~~note,~~shares ~~or any portion hereof,~~ and ~~any~~dilutive ~~accrued~~potential ~~interest~~common ~~into~~ shares outstanding ofduring ~~common stock of~~ the ~~Company, at a conversion price of $0~~period.06 ~~per~~At ~~share.~~March ~~The fair value of the common stock at the date of issuance of the advance was $0.07~~31, ~~which~~2017 ~~created~~there awere ~~Beneficial Conversion Feature of $8~~36,~~333~~455,250 ~~the~~potential ~~Beneficial~~common ~~Conversion~~shares ~~Feature~~respectively. ~~was~~Because ~~recorded~~of ~~as a debt discount over~~ the ~~life~~net loss, of the ~~note.~~effect ~~The debt discount as~~ of ~~September~~these ~~30,~~potential ~~2016~~common ~~was~~shares ~~$7,488~~is anti-dilutive.

~~Interest expense for the nine months ended September 30, 2016 and 2015 amounted to $107,484 and $64,532, respectively~~6. WARRANTS

6In January 2017, the Company issued warrants to the directors of the Company to purchase 200,000 shares of common stock at an exercise price of $0.09 ~~ACCOUNTS~~per ~~PAYABLE~~share. ~~AND~~The ~~ACCRUED~~warrants were ~~EXPENSES~~issued in connection with services to be provided through December 31, 2017. These warrants vest immediately and expire 5 years from the date of issuance. The fair value of the warrants was $20,000, all of which was expensed during the three months ended March 31, 2017.

	September 30,		December 31,
	2016		2015
Interest	$	118,477	$	68,807
Salaries - Officer		-		1,125
Professional fees		98,221		64,306
Consulting		33,515		48,000
Other		16,302		15,639
	$	266,515	$	197,877

In March 2017, Roy Meadows exercised a cashless common stock purchase warrant and the Company issued Roy Meadows 927,118 shares of common stock. The remaining balance of the warrant was cancelled.

7.In ~~BASIC~~February ~~AND~~2017, ~~DILUTED~~2,400,000 ~~EARNINGS PER SHARE~~warrants expired.

~~Basic earnings~~The ~~per~~estimated ~~share~~value ~~are~~of ~~computed~~the bywarrants was ~~dividing~~determined ~~net~~using ~~income by~~ the ~~weighted-average~~Black ~~number~~Scholes ofpricing ~~common~~model ~~shares~~using ~~outstanding during~~ the ~~period.~~ ~~Diluted~~following ~~earnings~~assumptions: ~~per~~expected ~~share~~term ~~are~~of ~~computed~~5 byyears, ~~dividing~~a ~~net~~risk ~~earnings~~free byinterest rate ~~the weighted-average number~~ of ~~common shares and dilutive potential common shares outstanding during the period~~1. ~~At September 30~~19%, ~~2016,~~a ~~there~~dividend ~~were~~yield ~~11,622,521~~of ~~potential~~-0- ~~common~~and ~~shares.~~volatility ~~Because~~ of ~~the~~387.1%. ~~net~~The ~~loss,~~fair ~~the~~value ~~effect~~ of ~~these~~the ~~potential~~warrants ~~common~~issued ~~shares~~amounted isto ~~anti-dilutive~~$20,000.

8The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company's common stock issued. ~~WARRANTS~~The warrants were granted in lieu of cash compensation for services performed.

During September 2016, the Company issued warrants to four consultants to purchase 6,500,000 shares of the Company’s common stock at exercise prices of $0.07 and $0.08 per share. The warrants were issued in connection with services to be provided to the Company over the next two years. The fair value of the warrants were $500,000, of which $7,499 was expensed during the nine months ended September 30, 2016 and the balance of $492,501 is included in Prepaid expenses as of September 30, 2016.

	Shares			Price		Life		Value
Outstanding, January 1, 2017		22,834,564		$	0.10		4.4
Granted		200,000			0.09		5.0
Expired/Cancelled		(2,532,446	)
Exercised		(927,118	)		0.025
Outstanding, March 31, 2017		19,575,000		$	0.09		4.8 years	$	2,769,500
Exercisable, March 31, 2017		19,575,000		$	0.09		4.8 years	$	2,769,500

RELATED PARTY TRANSACTIONS

a) Our Chief Executive Officer, Christopher Smith and Nathan Hawkins, a director of the Company, are each a 33 ½ % owner of Global Physicians Healthcare, Inc. a healthcare consulting company, which was paid $260,297 by the Company for services rendered under a September 16, 2016 Support Services Agreement with the Company during the three months ended March 31, 2017.

b) Nathan Hawkins, a director of the Company, has an indirect 47.5% interest in Physicians Stat Lab LLC, a medical services laboratory. In connection with support services rendered by the Company, Physicians Stat Lab, LLC made $139,311 of consulting payments to Lifestyle during the three months ended March 31, 2017.

~~On April 1, 2016, the Company issued a warrant to Harcharan Narang M~~8.D, toCOMMITMENTS ~~purchase~~AND 800,000 shares of the Company’s common stock at an exercise price of $0.20 per share. The warrant was issued in connection with services provided to the Company. The fair value of the warrant was $80,000, of which $39,890 was expensed during the nine months ended September 30, 2016 and the balance of $40,110 is included in prepaid expenses at September 30, 2016.CONTINGENCIES

On May 16, 2016, the Company issued a warrant to Roy Meadows to purchase 1,059,564 shares of the Company’s common stock at an exercise price of $0.025 per share. The purchase warrant consist of a bonus warrant of 500,000 shares and a renewal warrant of 559,564 shares issued in connection with the extension of two Meadows’ notes. The fair value of the warrants amounted to $112,555. This amount has been included with the debt discount against the Roy Meadows noteand will be amortized over the life of the note.

On June 13, 2016, the Company issued a warrant to Roy Meadows to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.025 per share. The warrant was issued in connection with a financing provided to the Company. The fair value of the warrant was $17,500, of which $5,104 was expensed during the nine months ended September 30, 2016.

The estimated value of the warrants was determined using the Black Scholes pricing model using the following assumptions: expected term of 5 to 7 years, a risk free interest rate between 1.39% and 1.56%, a dividend yield of -0- and volatility between 202% and 424%. The fair value of the warrants amounted to $708,910.

The following table summarizes the changes in warrants outstanding and the related price of the shares of the Company's common stock issued to non-employees of the Company. The warrants were granted in lieu of cash compensation for services performed.

			Exercise		Remaining	Intrinsic
	Shares		Price		Life	Value
Outstanding, January 1, 2016		8,000,000	$	0.13	4.6
Granted		8,609,564		0.08	5.0
Expired/Cancelled		-		-
Exercised		-		-
Outstanding-period ending September 30, 2016		16,609,564	$	0.12	4.8 years	$	81,430
Exercisable-period ending September 30, 2016		16,609,564	$	0.12	4.8 years	$	81,430

9. RELATED PARTY TRANSACTIONS

a) Dr. Ronald Moomaw (“Moomaw”), a director of the Company, is the sole owner of the MED-CURE Companies. The Company received a majority of its revenue for the nine months ended September 30, 2016 from the MED-Cure Companies.

In connection with the management of the Med-Cure Companies, Moomaw was issued a warrant for the purchase of 5,000,000 shares of the Company?s common stock valued @ $465,000, the fair value at the time of issuance, April 17, 2015.

Moomaw also received consulting fees of $114,800 and $39,600 for the nine months ended September 30, 2016 and 2015, respectively, as part of his management compensation.

b) The Company advanced operating funds on a short-term basis to the MED-CURE Companies and received payments during the nine months ended September 30, 2016 and the year ended December 31, 2015. As of September 30, 2016 and December 31, 2015, the MED-CURE Companies owe the Company $677,560 and $100,000, respectively.

10. COMMON STOCK

On June 15, 2016, the Company issued 100,000 shares of the Company’s common stock to LKB Partners LLC in connection with a service agreement with the Company. The fair value of the common stock issued was $8,000, of which $6,000 was expensed during the nine months ended September 30, 2016.

On June 15, 2016, the Company issued 200,000 shares of the Company’s common stock to Harcharan Narang M.D. in connection with a service agreement with the Company. The fair value of the common stock issued was $16,000, all of which was expensed during the nine months ended September 30, 2016.

11. MAJOR CUSTOMERS

87% of the revenues for the nine months ended September 30, 2016, was received from companies owned 100% by Dr. Ronald Moomaw, a director of the Company.

12. COMMITMENTS AND CONTINGENCIES

Consulting Agreements

a) ~~During 2015 and 2014,~~ Lifestyle entered into various consulting agreements with third parties in connection with business advisory services and management support services. For the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016, consulting services amounted to $~~190~~1,~~579~~024,200 and $~~111~~74,~~187~~050, respectively.

b) ~~On July 1, 2012,~~ Lifestyle entered into an employment agreement with Christopher Smith ("Smith"), the Company's Chief Executive Officer. The term of the agreement is for five years. Effective August 1, 2015, the monthly salary for Smith was increased to $12,500. Smith will also receive a performance bonus based on a percentage of the Company's net operating profit before income taxes. For the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017, and ~~2015~~2016, payroll-officer amounted to $~~112~~37,500 and $6037,~~000~~500, respectively.

119. REVISION OF PRIOR QUARTERS FINANCIAL STATEMENT

During the audit of the Company’s financial statements for the year ended December 31, 2016, the Company identified an error relating to the recognition of income. The effect of error is to increase net loss for the period ended March 31, 2016.

In accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality, and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Measurements in Current Year Financial Statements, the Company determined that the impact of the adjustments relating to the correction of this accounting error are not material to previously issued unaudited consolidated financial statements. Accordingly, these changes are disclosed herein and will be disclosed prospectively.

As a result of the aforementioned correction of accounting errors, the revised prior unaudited financial statements have been revised as follows:

Effects on financials for the three months ended March 31, 2016:

	March 31, 2016
	As Previously						As
Consolidated Balance Sheet	Reported			Adjustments			Revised

Accounts Receivable-related party	$	429,337		$	(36,000	)	$	393,337

Accumulated deficit		(9,472,881	)		(36,000	)		(9,508,881	)

Total stockholders' deficit		(266,526	)		(36,000	)		(302,526	)

	For the Three Months ended March 31, 2016
	As Previously						As
Consolidated Statement of Operations	Reported			Adjustments			Revised

Management fees-related party	$	216,000		$	(36,000	)	$	180,000

Net loss		(111,912	)		(36,000	)		(147,912	)

Net loss-basic and diluted		0.00						0.00

	For the Three Months ended March 31, 2016
	As Previously						As
Consolidated Statement of Cash Flows	Reported			Adjustments			Revised

Net loss	$	(111,912	)	$	(36,000	)	$	(147,912	)

Accounts receivable		87,531			(36,000	)		51,531

10.

SUBSEQUENT EVENTS

In April 2017, the Company issued a convertible note to Roy Meadows and received proceeds of $125,000. The note is convertible into common stock at a conversion price of $0.10 per share. In connection with the convertible note, the Company also issued Meadows a 5-year common stock purchase warrant to purchase 250,000 shares of common stock at an exercise price of $0.16 per share.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and notes thereto and the other financial information included elsewhere in this report. Certain statements contained in this report, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including our ability to create, sustain, manage or forecast our growth; our ability to attract and retain key personnel; changes in our business strategy or development plans; competition; business disruptions; adverse publicity; and international, national and local general economic and market conditions.

Organization

Disclosure regarding forward-looking statements

Throughout this report, we make statements that may be deemed "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that address activities, events, outcomes and other matters that the Company plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report.

General

Organization

The Company was incorporated in the State of Nevada on September 3, 2003, under the name Beverly Hills Film Studios, Inc. and changed its name to Emerging Media Holdings, Inc. on September 28, 2006. On September 30, 2006, we acquired IM “Media Alianta” SRL, the 100% owner of SA “Analiticmedia-Grup”, both Moldovan companies ("AMG"), and on May 2, 2008 “TNT-Bravo” channel-ICS “Media Top Prim” SRL, the exclusive operator in Moldova of Russian channel TNT programs owned by Gazprom Media.

We changed the focus of our business and disposed of three of our Moldova media subsidiaries on February 10, 2011. On December 29, 2011, we completed the sale of our remaining Moldova media subsidiaries and acquired rights to technologies and practices pursuant to an October 5, 2010 License Agreement for operating technologies and processes services related to men’s health within the territory of the continental United States. On February 2, 2012, we acquired the full assignment of rights to this License Agreement. Effective July 31, 2012, the name of our Company was changed from Emerging Media Holdings, Inc. to Lifestyle Medical Network Inc.

~~Recent~~Medical ~~Developments~~Management Agreements with Houston Medical Facilities

~~Dr.~~The ~~Ronald~~operations ~~Moomaw, a director~~ of the ~~Company~~MED-CURE and aTotal ~~licensed~~Care ~~physician~~clinics in ~~the State of Texas, who had been assisting the Company in evaluating the acquisition by the Company of two medical practices in~~ Houston, Texas, ~~purchased~~were ~~the~~acquired ~~two~~in ~~medical~~2015 ~~professional~~and ~~associations (the~~2016 ~~“MED-CURE~~by ~~Companies”),~~Dr. ~~effective~~Ronald ~~April 1~~Moomaw, ~~2015, for~~ a ~~purchase~~former director ~~price~~ of ~~$2,500,000,~~the ~~utilizing~~Company ~~local~~and ~~bank~~a ~~financing. The~~licensed ~~MED-CURE~~physician ~~Companies between them operate six medical clinics~~ in ~~Houston,~~the State of ~~which four are primary care clinics and two are skin care clinics~~Texas. The ~~MED-CURE Companies agreed, effective April 1, 2015, to enter into management agreements with the~~ Company, ~~pursuant~~ ~~to which the Company,~~ through its subsidiary Lifestyle Texas Medical Management, LLC ~~(“Lifestyle Management”)~~, ~~has~~ had provided ~~organizational development, accounting, human resources, computer technical support compliance,~~ scheduling, marketing and advertising, office space, equipment, supplies and other management services to these clinics and ~~receives~~in anreturn ~~agreed~~for a percentage of the gross revenues of each of the practice ~~group,~~groups. ~~with~~The ~~adjustments~~MED-CURE ~~designed~~and toTotal ~~ensure that management fees do not exceed an agreed cap, or that~~Care ~~monthly~~clinics ~~payments~~terminated dooperations ~~not result~~ in anlate ~~event~~2016. ofIn ~~default~~connection ~~under~~with the ~~acquisition~~cessation ~~financing~~of ~~documents~~operations ~~for~~of ~~the~~these ~~MED-CURE~~clinics, ~~Companies. The leasing arrangements for~~ the ~~properties~~Company ~~leased~~incurred a ~~for~~bad ~~the~~debt ~~MED~~expense write-~~CURE~~off ~~Companies’~~of ~~clinics’ offices were restructured~~$1,371,475 ~~with our~~as ~~real~~at ~~estate~~December ~~subsidiary~~31, ~~Lifestyle~~2016, ~~Texas~~representing ~~Real~~the ~~Estate,~~aggregate ~~LLC,~~of ~~leasing~~our ~~the~~investments ~~properties~~in these clinics and ~~then~~clinic ~~subleasing~~debt ~~the~~to ~~properties~~us ~~back~~as ~~to the~~of ~~Med-Cure~~that ~~Companies~~date.

1211

~~Dr.~~Current Moomaw on April 21, 2016, acquired an additional clinic in Houston, Texas, which clinic is now operated under the name RCM Total Care Medical PA, PLLC. The Total Care Clinic is managed by Lifestyle Management, pursuant to management agreements between the Lifestyle Management and the clinics for the provision of administrative and business services by the Management Company for the physician practices of the clinics. The clinics will enter into license agreements with Lifestyle Licensing, for the license of specified protocols and procedures for application in their respective medical practices.Operations

~~Through~~As ~~our~~of subsidiary, Regional Professional Alliance, Inc., a physician’s professional consulting company that provides professional medical consulting services to medical management companies related to matters affecting professional licensure and medical clinic compliance matters for the ~~benefit~~date of ~~clinics~~this ~~managed by Lifestyle Management~~report, we ~~have~~are ~~entered~~focusing ~~into~~our anefforts, ~~agreement with Dr. Moomaw to provide services~~ through ~~Regional~~our ~~Professional~~consulting ~~Alliance~~subsidiaries, ~~for~~Lifestyle ~~the~~Texas ~~benefit~~Medical ~~of Lifestyle~~ Management LLC ~~related to oversight~~ and ~~professional medical~~Lifestyle ~~services~~Florida ~~coordination~~Medical ofManagement ~~the~~LLC, ~~managed~~on ~~clinics~~providing ~~which~~administrative ~~have~~support ~~entered~~and ~~into~~practice management services ~~agreements~~to ~~with Lifestyle Management.~~healthcare ~~Through~~providers. ~~Lifestyle~~The ~~Texas~~services ~~Licensing,~~package ~~LLC~~is ~~(“Lifestyle~~tailored ~~Licensing”), the Company plans~~ to ~~sublicense~~a topractice ~~the~~group’s ~~MED-CURE~~specific ~~Companies and~~needs. ~~RCM~~Practices ~~Total~~can ~~Care~~select ~~the~~from ~~non-exclusive~~menu ~~right to use, and to sublicense the use~~ of, ~~certain~~business solutions ~~patents,~~including ~~trademarks~~billing, ~~trade names~~HR/PEO, ~~service marks,~~accounting ~~logos,~~and ~~slogans~~consulting, ~~trade~~computer ~~dress,~~technical ~~commercial symbols~~support, ~~operational systems~~compliance, and ~~other~~administrative ~~intellectual property rights~~functions including, inbut ~~connection with~~not ~~operating~~limited ~~and~~to, ~~managing~~equipment ~~medical~~selection, ~~clinics that provide medical services and/or products of a distinctive character and quality~~budgeting, in ~~particular relating to men’s health~~ and ~~weight~~staffing ~~management~~recruitment.

Throughout this Form 10-Q, the terms "we," "us," "our," "LMN" and the "Company" refer to Lifestyle Medical Network Inc., a Nevada corporation, and unless the context indicates otherwise, includes our subsidiaries.

Critical Accounting Policies and Estimates

The discussion and analysis of our plan of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect our reported results of operations and the amount of reported assets and liabilities.

Some accounting policies involve judgments and uncertainties to such an extent that there is reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. Actual results may differ from the estimates and assumptions used in the preparation of our consolidated financial statements.

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016. There were no significant changes to these accounting policies during the ~~nine~~three months ended March ~~September 30~~31, ~~2016~~2017, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

~~PLAN~~RESULTS OF ~~OPERATION~~OPERATIONS

~~Through~~THREE ~~our~~MONTHS ~~consulting~~ENDED ~~subsidiaries,~~MARCH ~~we plan to contract to provide management~~31, ~~marketing~~2017 ~~and~~COMPARED ~~professional~~TO ~~consulting~~THE ~~services,~~THREE ~~and~~MONTHS ~~to license~~ENDED ~~medical~~MARCH ~~and health technologies~~31, to medical and health clinic operating companies. We are evaluating opening and operating a MSO in the near future, assuming the business outlook would be favorable. We also intend to open, operate and acquire men’s medical and health clinics, if financing is available and the profile of the clinics’ services is consistent with the types of medical businesses we view as favorable for acquisition.2016

13During the three months ended March 31, 2017, we had revenues of $1,340,105, as compared with revenues of $283,500 in the three months ended March 31, 2016, and we recorded a net loss of $245,600 in 2017, as compared with a net loss of $147,912 for 2016. The lower loss in the three months ended March 31, 2016 was principally due to an increase in revenues during the comparable period in 2017 offset by an increase in total costs and expenses of $1,380,923 in 2017, as compared with $369,887 in 2016, and an increase in interest expense from $86,525 in 2016 to $204,782 in 2017, of which approximately $148,000 was amortization of the beneficial conversion feature of outstanding debt. In the three months ended March 31, 2017, cost of revenue related to management fees was $918,601 and $260,297 of related party fees, as compared with $133,963 in 2016, and of cost of revenue related to rental income was $67,894 in 2016, for which the 2017 amount was $-0-. The higher cost of revenue related to rental income in 2016 was due to commencement of medical consulting operations in Houston in April 2015. Amortization of warrant expense in the three months ended March 31, 2017 was $88,750, as compared to $-0- in 2016. General and administrative expense was $202,025 in 2017, as compared with general and administrative expense in 2016 of $168,030 in 2016, which reflects higher operating costs associated with management of the MED-CURE clinic operations in 2016.

RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2015

During the three months ended September 30, 2016, we had revenues of $675,339, as compared with revenues of $319,500 in the three months ended September 30, 2015, and we recorded a net profit of $140,882 in 2016, as compared with a net loss of $108,385 for 2015. The net profit in 2016 was principally due to an increase in revenues during 2016 offset by an increase in interest expense in 2016. In 2016, cost of revenue related to management fees was $202,613 and of cost of revenue related to rental income was $67,894, for which the 2015 amounts were $108,251and $67,894, respectively, and amortization of warrant expense in 2016 was $32,616, compared to $58,000 in 2015. Interest expense incurred in 2016 was $161,072 and general and administrative expense was $135,509, as compared with interest expense of $32,082 and $161,588 in general and administrative expense in 2015. The increase in cost of revenue in 2016 was due to commencement of medical consulting operations in Houston in April 2015.

NINE MONTHS ENDED SEPTEMBER 30, 2016 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2015

During the nine months ended September 30, 2016, we had revenues of $1,456,839, as compared with revenues of $586,483 in the nine months ended September 30, 2015, and we incurred a net loss of $166,767 in 2016, as compared with a net loss of $750,413 for 2015. The higher net loss in 2015 was principally due to an increase in revenues during 2016 offset by an increase in interest expenses in 2016. Total costs remain constant as increase in operating costs in 2016 were offset by a decrease in the amortization of warrants in 2016. In 2016, cost of revenue related to management fees was $507,220 and of cost of revenue related to rental income was $203,682, for which the 2015 amounts were $138,035 and $135,914, respectively, and amortization of warrant expense in 2016 was $47,389 compared to $625,335 in 2015. Interest expense incurred in 2016 was $363,545 and general and administrative expense was $465,023, as compared with interest expense of $64,532 and $ 372,810 in general and administrative expense in 2015. The increase in cost of revenue and general and administrative expense in 2016 was due to commencement of medical consulting operations in Houston in April 2015.

LIQUIDITY AND FINANCIAL RESOURCES

At March ~~October~~ 31, ~~2016~~2017, we had ~~total~~a ~~assets~~working capital deficiency of approximately $21,~~393~~761,~~260~~462. ~~compared~~At toMarch 31, 2017, we had total assets of approximately $~~937~~1,~~328~~022,866, atincluding ~~December 31~~$55,979 ~~2015~~of cash. Net cash provided by operating activities in the ~~nine~~three months ended ~~October~~March 31, ~~2016~~2017 was approximately $~~378~~35,~~710,~~817; ~~as compared with~~ net cash used in ~~operating activities of $345,891 in 2015; net cash used in~~ investing activities was approximately $~~577~~8,~~560~~214; ~~in 2016~~ and $~~100~~20,~~448~~000 inof ~~2015;~~short ~~and~~term ~~net~~debt ~~cash generated from financing activities~~ was ~~$300,000~~repaid in ~~2016 and $500,000 in 2015~~2017.

At October 31, 2016, we had working capital of $68,368. At October 31, 2016, we had total assets of $2,393,260, including cash of $150,869. In 2016 we had revenues of $1,456,839, and incurred a net loss of $166,717. There is no assurance that we will operate profitably in the future.12

~~The~~Our ~~Company~~operations ~~has~~have ~~financed~~never ~~its~~been ~~operations~~profitable, and it is expected that we will continue to incur operating losses in the future. In the three months ended March 31, 2016, inwe ~~part~~generated ~~with~~revenues ~~issuances~~of $1,340,105, incurred total operating expenses of ~~convertible~~$1,380,923 ~~debt~~and had a net loss of $245,600. As of March 31, 2017, we had $55,979 of cash on hand to ~~private~~fund ~~investors~~operations. There is no assurance that we will operate profitably in the future.

The Company has financed its operations in part with issuances of convertible debt to private investors.

On February 18, 2016, the Company executed an unsecured promissory note with Gail Keats and received $30,000. The promissory note bears interest at 10% per annum and both principal and interest are payable on or before August 15, 2016. The Company repaid the note in full in July 2016.

On April 1, 2016, the Company issued a secured $275,000 promissory note to Emile Fares, M,D, (~~the~~ “~~Payee~~Farris”) ~~and promised to the Payee $275,000~~ in ~~exchange~~payment for all the medical equipment owned by RMC Totalcare Medical PA.. The secured promissory note bears interest at 6% per annum and matures one year from the date issuance. ~~A payment of $75,000 is due October 1, 2016 and the balance due on the maturity date.~~ The note is secured by all collections received by Lifestyle Texas Medical Management LLC pursuant to to a Management Agreement with RMC Totalcare Medical PA. On April 1, 2017, the Company and Farris, entered into an agreement to modify the original note of the Company to Farris to decrease the principal amount of the note from $275,000 to $70,000.

On May 16, 2016, the Company amended its loan agreements with Roy Meadows (“Meadows”). The Company agreed to pay Meadows a renewal fee of $28,000 and $27,956 on its two outstanding loans with Meadows and extend the maturity dates of the loans to April 28, 2017 and June 8, 2017, respectively. The new outstanding balances of the loans including interest and the renewal fees amounted to $308,000 and $307,520, respectively.

The Company also agreed to amend the conversion price of the loans into the Company’s common stock to $0.10 per share. At any time, the holder of the notes, at his option, shall have the right to convert the outstanding principal balance or any portion of the principal amount hereof, and any accrued interest into shares of common stock of the Company. The fair value of the common stock at the date of issuance of the advance was $0.13, which created a beneficial conversion feature of $409,766. The beneficial conversion feature was recorded as a debt discount over the life of the notes. The debt discount as of ~~September~~March 3031, ~~2016~~2017 was $~~257~~52,~~056~~195.

14On June 13, 2016, the Company issued a convertible promissory note to Meadows and received proceeds of $250,000. The promissory note bears interest at 12% per annum and matures one year from the date of issuance. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion of the principal hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.15 per share. The debt discount as of March 31, 2017 was $43,126

On ~~June~~ 13August 24, 2016, the Company ~~issued~~borrowed a$50,000 from ~~convertible~~Daniel ~~promissory~~Hagen. ~~note~~The toloan ~~Meadows~~is ~~and~~at ~~received~~an ~~proceeds~~interest rate of ~~$250~~8%,~~000.~~ ~~The~~is ~~promissory~~due ~~note bears~~August ~~interest~~24, at2018, ~~12%~~and ~~per~~is ~~annum~~convertible ~~and~~into ~~matures~~common ~~one~~stock ~~year~~at ~~from~~an ~~the~~exercise price ~~date~~ of ~~issuance~~$.06 Atper ~~any~~share. ~~time,~~The ~~the~~fair ~~holder~~value of the ~~note,~~Company’s atcommon ~~his~~stock ~~sole option,~~on ~~shall have~~ the ~~right~~date toof ~~convert~~funding of the ~~outstanding~~loan ~~principal~~resulted ~~amount~~in ofa ~~this~~beneficial conversion ~~note,~~feature ~~or any portion~~ of ~~the~~$7,488, ~~principal~~which ~~hereof, and~~was ~~any~~recorded ~~accrued~~as ~~interest~~a ~~into~~debt ~~shares~~discount ofover ~~common~~the ~~stock~~life of the ~~Company,~~loan. atThe adebt ~~conversion~~discount ~~price~~as of ~~$0.15~~March ~~per~~31, 2017 ~~share~~was $2,488.

~~On August~~In ~~24,~~April ~~2016~~2017, the Company issued ~~borrowed~~a ~~$50,000~~convertible ~~from~~note ~~Daniel~~to ~~Hagen.~~Roy ~~The~~Meadows ~~loan~~and isreceived atproceeds ~~an interest rate~~ of 8%$125,000. isThe ~~due~~note ~~August 24, 2018, and~~ is convertible into common stock at ana ~~exercise~~ conversion price of $0.0610 per share. ~~The~~In ~~fair~~connection ~~value~~with of the ~~Company’s~~convertible ~~common~~note, ~~stock on~~ the ~~date~~Company ofalso ~~funding~~issued ofMeadows ~~the~~a ~~loan~~5-year ~~resulted~~common instock apurchase warrant ~~beneficial~~to ~~conversion~~purchase ~~feature of $8~~250,~~333,~~000 ~~which~~shares ~~was~~of ~~recorded~~common asstock aat ~~debt~~an ~~discount over~~exercise ~~the~~price ~~life~~ of ~~the loan~~$0.16 ~~The~~per ~~debt discount as of September 30,2016 was $7,488~~share.

There is no assurance that we will be able to obtain sufficient capital to implement our business plans. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These conditions and uncertainties raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off Balance Sheet Arrangements

We do not currently have any off balance sheet arrangements falling within the definition of Item 303(c) of Regulation S-B.

Inflation

To date inflation has not had a material impact on our operations.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

ITEM 4. Controls and Procedures.

As of ~~September~~March 3031, ~~2016~~2017, the end of the period covered by this quarterly report, the Chief Executive and Chief Financial Officer of of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures. As As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officer, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Certifying Officer has concluded that the Company’s disclosure controls and procedures were not effective for the quarter ended ~~September~~March 3031, ~~2016~~2017, to ensure that material information is recorded, processed, summarized and ~~reported~~ reported by management of the Company on a timely basis to comply with the Company’s disclosure obligations under the Exchange Act, and the rules and regulations promulgated there under.

Further, there were no changes in the Company’s internal control over financial reporting during the ~~third~~first fiscal quarter of our ~~2016~~ 2017 fiscal year that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

1514

PART II

Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth the sales of unregistered securities since the Company’s last report filed under this item.

Date	Title and Amount(1)	Purchaser	Principal Underwriter	Total Offering Price/ Underwriting Discounts
August 24,2016	8% loan in the principal amount of $50,000, due August 24, 2018, convertible into common stock at an exercise price of $.06 per share.	Private Investor.	NA	$	50,000/NA
September 16, 2016	Five-year common stock purchase warrant, expiring October 1, 2021, to purchase 2,000,000 shares of common stock of the Company, at an exercise price of $.08 per share.	Marketing consultant.	NA	$	-0-/NA
September 16, 2016	Five-year common stock purchase warrant, expiring October 1, 2021, to purchase 2,000,000 shares of common stock of the Company, at an exercise price of $.08 per share.	Marketing consultant.	NA	$	-0-/NA
September 16, 2016	Five-year common stock purchase warrant, expiring October 1, 2021, to purchase 500,000 shares of common stock of the Company, at an exercise price of $.08 per share.	Marketing consultant.	NA	$	-0-/NA
September 30, 2016	Five-year common stock purchase warrant, expiring October 15, 2021, to purchase 2,000,000 shares of common stock of the Company, at an exercise price of $.08 per share.	Marketing consultant.	NA	$	-0-/NA

(1) The Company believes that the issuance of the warrants and the convertible loan above are transactions exempt from registration as provided by Section 4(a)(2) and Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The sale of the convertible loan did not involve a public offering and was made without general solicitation or general advertising to a holder who qualifies as an “accredited investor” under Rule 501 under the Securities Act. Each of the holders acquired the securities for investment purposes only and not with a view to or for sale in connection with any distribution thereof. Neither the warrants or convertible loan, nor the underlying shares of common stock issuable upon the exercise or conversion thereof have been registered under the Securities Act and none may be offered or sold in the United States absent registration under the Securities Act or an exemption from such registration requirements.

Item 6. Exhibits.

31		Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)

32		Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350

Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

SEC Ref. No.		Title of Document
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Label Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

The XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

1715

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 MEDICAL NETWORK INC. (Registrant)
Date: November 21, 2016	By:	/s/ Christopher Smith
Date: May 15, 2017	By:	/s/ Christopher Smith
		Christopher Smith, Chief Executive Officer and Principal Financial Officer

18 16

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