UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(D) OF~~

~~THE~~PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~December~~June 1719, ~~2016~~2017

LIFESTYLE MEDICAL NETWORK INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		000-52408		13-1026995
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

121 South Orange Ave., Suite 1500, Orlando, FL		32801
(Address of Principal Executive Offices)		(Zip Code)

	407-514-1230
	(Issuer’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~☐ Soliciting~~Indicate ~~material~~by ~~pursuant~~check tomark whether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~14a~~12b-122 of this chapter).

~~☐ Pre-commencement~~Emerging ~~communications~~growth ~~pursuant~~company ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~x

~~☐ Pre-commencement~~If ~~communications~~an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ x

~~ITEM~~ 3Item 1.0201. ~~Unregistered~~ ~~Sales~~Entry ofinto ~~Equity~~a ~~Securities~~Material Definitive Agreement.

As of June 19, 2017, the Company renewed three promissory notes with the holder, Roy Meadows (the “Holder”), such that: (a) the Note dated April 28, 2015 with a Maturity Date of April 28, 2017 (“April 2015 Note”), was renewed to April 28, 2018; (b) the Note dated June 8, 2015 with a Maturity Date of April 28, 2017 (“June 2015 Note”), was renewed to June 8, 2018; and (c) the Note dated June 13, 2016 with a Maturity Date of June 13, 2017 (“June 2016 Note”), was renewed to June 13, 2018 (The “Renewals”). The Renewal Fees were 10% of the outstanding balance of each Note: $34,496 for the April 2015 Note, $34,442.23 for the June 2015 Note and $27,978.16 for the June 2016 Note. In connection with the Renewals, each Note’s Renewal Fee was added to the outstanding balance of the respective Note as of its Maturity Date.

In connection with the Renewals, a five-year common stock purchase warrant to purchase 969,264 shares of common stock of the Company, at an exercise price of $.025 per share, was issued to the Holder of the Notes.

Item 3.02. Unregistered Sales of Equity Securities.

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

				Total Offering Price/
Date	Title and Amount (1)	Purchaser	Principal Underwriter	Total Offering Price/Underwriting Discounts
			Principal	Underwriting
December 17, 2016	Five-year common stock purchase warrant to purchase 969,264 shares of common stock of the Company, at an exercise price of $.025 per share, issued in connection with the Amendment to extend the term of three Promissory Notes..	Roy Meadows	NA	$-0-/NA
Date	Title and Amount(1)	Purchaser	Underwriter	Discounts
December 17, 2016	Five-Year Common Stock Purchase Warrant to purchase 500,000 shares of common stock at an exercise price of $0.10 per share, expiring December 17, 2021, issued as compensation for five years services as a Director of the Company.	Christopher Smith, CEO and Director.	NA	$	-0-/NA
December 17, 2016	Five-Year Common Stock Purchase Warrant to purchase 500,000 shares of common stock at an exercise price of $0.10 per share, expiring December 17, 2021, issued as compensation for five years services as a Director of the Company.	Ronald Moomaw, Director.	NA	$	-0-/NA
December 17, 2016	Five-Year Common Stock Purchase Warrant to purchase 500,000 shares of common stock at an exercise price of $0.10 per share, expiring December 17, 2021, issued as compensation for five years services as a Director of the Company.	Adam Sachs, Director.	NA	$	-0-/NA
December 17, 2016	Five-Year Common Stock Purchase Warrant to purchase 25,000 shares of common stock at an exercise price of $0.10 per share, expiring December 17, 2021, issued as management consultant compensation.	Nathan Hawkins.	NA	$	-0-/NA
December 17, 2016	Five-Year Common Stock Purchase Warrant to purchase 2,500,000 shares of common stock at an exercise price of $0.10 per share, expiring December 17, 2021, issued as compensation for management services rendered over the prior five years.	Christopher Smith, CEO and Director	NA	$	-0-/NA

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement

On July 2, 2017, the Board of Directors of the Company approved, an Employment Agreement (“Agreement”) with Christopher P. Smith, our Chief Executive Officer. The Agreement was effective July 1, 2017, for an initial term of three years, and the term is automatically extended for additional one year periods if neither party gives notice of termination at least 90 days prior to the end of the initial term or any current additional one year term.

The Agreement with Mr. Smith (referred to sometimes as the “Executive”) provides for a base salary of $240,000 per year, and provides for incentive payments as established by the Board of Directors and for a performance bonus (“Performance Bonus”) based on the sum of two components, the first of which is as follows:

Net Operating Profit Before Income Taxes		Performance Bonus
On the First $10 Million		4.0% of Net Operating Profit
On all Amounts Over $10 Million		3.0% of Net Operating Profit

~~ITEM 5~~The Agreement contains provisions for discharge for "cause", including breach of the Agreement or specified detrimental conduct by Mr.02 Smith, in which case accrued compensation would payable as provided in the Agreement. The Agreement also provide ~~Departure~~for termination by the Executive for “good reason”, comprising events such as breach of ~~directors~~the Agreement by the Company, assignment of duties inconsistent with the Executive’s position, transfer of the Executive’s primary office by more than 25 miles from Lake Mary, Florida, or ~~certain~~in ~~officers;~~the ~~election~~event of ~~directors;~~a ~~appointment~~change in control of ~~certain~~the ~~officers;~~Company. ~~compensatory~~In ~~arrangements~~the event of a termination by the Company without cause, or by the Executive for “good reason”, the Company is required to pay to the Executive in a lump sum in cash within 30 days after the date of ~~certain~~termination ~~officers~~the aggregate of the following amounts:

~~Election~~A. the sum of ~~Directors~~(1) the Executive’s annual minimum salary through the date of termination to the extent not theretofore paid, (2) any annual incentive payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred, (3) any annual performance bonus payment earned by the Executive for a prior period to the extent not theretofore paid and not theretofore deferred,(4) any accrued and unused vacation pay and (5) any business expenses incurred by the Executive that are unreimbursed as of the date of termination;

~~Effective~~B. ~~January~~The product of (1,) ~~2017~~the performance bonus payment and (2) a fraction, the ~~Board~~numerator of ~~Directors~~which ofis the ~~Company~~number ~~appointed~~of ~~Nathan~~days ~~Hawkins~~that ~~and~~have ~~Gerald~~elapsed in ~~Goodman~~the asfiscal ~~directors~~year of the Company~~, for~~ ~~initial~~in ~~terms~~which the date of ~~one~~termination ~~year,~~occurs toas ~~fill~~of ~~two~~the ~~existing~~date ~~vacancies~~of ontermination, and the denominator of which is 365;

~~Nathan~~C. ~~Hawkins, age 40, began his professional career in 1994 by serving five years in~~ the ~~United~~amount ~~States~~equal ~~Air Force as a medical technologist, travelling the country working in VA hospitals and clinical laboratories~~ to ~~ensure~~ the ~~service~~sum ~~personnel received the best clinical care possible. After an honorable discharge from the Air Force in 1998, Mr. Hawkins accepted the position~~ of ~~Field~~(1) ~~Engineer at Johnson & Johnson Ortho Clinical Diagnostics, where he was recognized as~~ the top performing Field Engineer in the company. Leaving Johnson & Johnson in 2000, Mr. Hawkins began working for Diagnostics Product Corporation as their Senior Product Development Manager. With Mr. HawkinsExecutive’s ~~assistance,~~annual ~~DPC~~minimum ~~was,~~salary; ~~and~~(2) ~~still is~~ one of the global leaders in immunodiagnostics, focusing on developing, manufacturing and distributing automated body fluid analyzers and tests, such as those related to cancer and cardiac disease, as well as hormone and allergy conditions. In 2003, realizing the inefficacies and problems the healthcare market faced, Mr. Hawkins and his partner founded a company that would later become Vista Clinical Diagnostics, which opened its doors for business in January 2004. Over the next decade, Hawkins and his partner grew Vista from a (1~~,500~~) ~~square~~times ~~foot facility in Lake Minneola, Florida, to a state-of-~~the~~-art,~~ ~~35,000~~performance ~~square~~bonus ~~foot facility headquartered in Clermont, Florida, as well as opening additional~~payment ~~laboratories in Lake City, Florida~~ and ~~Danville,~~(3) ~~Virginia~~one with contracts with over 650 skilled nursing homes, 400 assisted living facilities, and servicing walk-in patients from over 50 patient service centers across Florida. In 2014, Mr. Hawkins founded Novus Health in Orlando, Florida, to provide forward thinking knowledge and solutions that enable physicians to administer a new patient-centric level of care from a network of mobile blood drawing, to the utilization of an association of independent, small-business laboratories, to having access to physician's notes from anywhere around the globe. In 2015, Novus Health purchased Physicians STAT Lab (~~PSL~~1)~~, based~~ intimes ~~New~~the ~~Port~~incentive ~~Richey, Florida, operated to ensure clients fast and accurate results.~~payment;

~~Following~~D. ~~graduation~~In ~~from~~the ~~high~~event ~~school~~Executive ~~Hampden~~is ~~Academy~~not fully vested in ~~Hampden,~~any ~~Maine,~~retirement ~~which~~benefits hewith ~~attended~~the Company from ~~1994~~pension, toprofit ~~1998,~~sharing ~~Mr.~~or ~~Hawkins~~any ~~studied~~other qualified ator non-qualified retirement plan, the ~~United~~ ~~States~~difference ~~Air~~between ~~Force~~the ~~Medical~~amounts ~~Laboratory~~Executive ~~Science~~would ~~Program~~have inbeen ~~1996,~~paid ~~and~~if ~~continued~~he had been vested on the date his ~~business~~employment was terminated and ~~computer~~the ~~science~~amounts ~~studies~~paid ~~at Troy~~or ~~State~~owed ~~University~~to ~~until~~the ~~1999.~~ Executive pursuant to such retirement plans;

~~Gerald~~E. ~~Goodman,~~The ~~age~~product ~~68,~~of ~~is a certified public accountant and since 2014 has practiced with his own firm Gerald Goodman CPA P.C. From January~~ (1,) ~~2010~~the ~~until~~incentive ~~December~~payment ~~31, 2014, Mr. Goodman practiced with Madsen & Associates, CPA’s Inc., Murray, Utah,~~ and ~~was~~(2) a ~~non-equity~~fraction, ~~partner and managed~~ the ~~firm’s~~numerator ~~SEC~~of ~~practice.~~which ~~From~~is ~~1971~~the tonumber ~~2010,~~of ~~Mr.~~days ~~Goodman~~that ~~was~~have aelapsed ~~partner~~ in the ~~accounting~~fiscal ~~firm~~year of ~~Wiener,~~the ~~Goodman &~~ Company ~~P.C.~~in Hewhich ~~provided~~ the ~~firm’s~~date ~~public~~of ~~and~~termination ~~privately-held~~occurs ~~clients~~as ~~with audit,~~of ~~tax~~the ~~and~~date ~~management~~of ~~advisory services~~termination, and ~~was~~the ~~partner-in-charge~~denominator of ~~the firm’s SEC practice. Mr. Goodman~~ which is a365; ~~1970 graduate of Pennsylvania State University where he received a B.S. Degree in Accounting.~~and

~~Messrs~~F. ~~Hawkins~~The ~~and~~present ~~Goodman~~value ~~were~~of ~~appointed~~the toamount ~~constitute~~equal to the ~~audit~~sum ~~committee~~ of five (5) years’ Performance Bonus pay with such amount being calculated based on the ~~Board~~Performance ofBonus ~~Directors~~paid ~~for~~to the ~~ensuing~~Employee the year prior to the date of termination.

~~Directors’~~In addition, ~~Compensation~~all stock options and warrants outstanding as of the date of termination and held by the Executive shall vest in full and become immediately exercisable for ~~Services~~the remainder of their full term; all restricted stock shall no longer be restricted to the extent permitted by law, and the Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible.

~~On December 17, 2016, our Board of Directors issued five-year common~~Item ~~stock purchase warrants, each warrant entitling the holder to purchase 500,000 shares of common stock and exercisable at $0~~9.~~10 per~~01 ~~share,~~Financial toStatements ~~the three members of our Board of Directors for five years of service on our Board,~~ and ~~a five-year common stock purchase warrant to purchase 2,500,000 shares, at an exercise price of $0~~Exhibits.~~10 per share, to our Chief Executive Officer, Christopher Smith for management services rendered. [See Item 3.02 in this Report.]~~

At the December 17, 2016 meeting, our Board fixed directors’ compensation for the one-year term commencing January 1, 2017, at options to purchase 50,000 shares of common stock for each director, to be authorized for issuance during the 2017 term as determined by the Board.

Exhibit Number		Description of Exhibit
10.16		Convertible Promissory Note Amendment, dated June 19, 2017.

10.17		Employment Agreement, dated July 1, 2017, between the Company and Christopher P. Smith.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 17, 2016, our Board of Directors approved an amendment to the Company’s By-Laws adopting a new Article III, Section 1(a), providing that the number of the Directors of the Corporation shall be not less than one (1) nor more than five (5), unless and until otherwise determined by vote of a majority of the entire Board of Directors.

ITEM 9.01. Financial Statements and Exhibits

Exhibit Number		Description of Exhibit
3.2a		Amended and Restated By-Laws of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LIFESTYLE MEDICAL NETWORK INC.
	(Registrant)

	By:	/s/ Christopher Smith
		Christopher Smith,
		Chief Executive Officer

Date: ~~January~~July 1310, 2017

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