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~~June 30, ~~2017~~ 2018

☐ 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)

(407) 377-6336

(Registrant’s Telephone Number, Including Area Code)

~~(Former Name,~~Securities ~~Former~~registered ~~Address~~under ~~and~~Section ~~Former~~12(b) of ~~Fiscal~~the ~~Year,~~Exchange ifAct: ~~Changed Since Last Report)~~None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		LMNK		NA

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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging 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 ☒

If 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 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 35,583,074 as of ~~November 14~~October 30, ~~2017~~ 2019

LIFESTYLE MEDICAL NETWORK, INC.

INDEX

		Page
Part I.	Financial Information	1
Item 1.	Financial Statements.	1
	Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016	2
	Consolidated Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017	2
	Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (unaudited)	3
	Consolidated Statements of Operations for the three and six months ended June 30, 2018 and 2017 (unaudited)	3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)	4
	Consolidated Statements of Cash Flows for the three and six months ended June 30, 2018 and 2017 (unaudited)	4
	Notes to Unaudited Consolidated Financial Statements	56
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	1614
Item 6.	Exhibits.	16
Item 1.	Legal Proceedings.	14
Signatures		17
Item 6.	Exhibits.	15
Signatures		16

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, ~~2016~~2017.

The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2018 and ~~2016~~2017 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

	September 30,			December 31,
	2017			2016
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	46,327		$	48,376
Accounts receivable-related party		35,200			68,360
Accounts receivable		336,844			232,715
Loan receivable		1,299			-
Prepaid expenses		324,418			275,034
Total Current Assets		744,088			624,485
Property, plant and equipment - net		50,393			69,902
Prepaid expenses-net of current portion		3,279			200,802
TOTAL ASSETS	$	797,760		$	895,189
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	485,384		$	426,219
Accounts payable-related party		25,914			71,929
Notes payable		315,000			545,000
Current portion of convertible notes payable, net of $85,573 and $304,718 debt discount		1,780,507			1,185,802
Total Current Liabilities		2,606,805			2,228,950
LONG-TERM LIABILITIES:
Convertible notes payable, net of $-0- and $4,543 debt discount		-			45,457
Total Liabilities		2,606,805			2,274,407
Commitments and Contingencies		-			-
STOCKHOLDERS’ DEFICIENCY:
Common stock, $.001 par value, 200,000,000 shares authorized; 35,583,074 and 33,958,257 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		35,583			33,959
Additional paid-in-capital		11,479,523			10,948,581
Accumulated deficit		(13,332,151	)		(12,361,758	)
Total Lifestyle Medical Network, Inc. Stockholders’ Deficiency		(1,817,045	)		(1,379,218	)
Non-controlling interest		8,000			-
Total Stockholders’ Deficiency		(1,809,045	)		(1,379,218	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	797,760		$	895,189

ASSETS

See notes to unaudited consolidated financial statements

	June 30,			December 31,
	2018			2017
	(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	4,316		$	9,827
Accounts receivable		123,407			231,963
Loan receivable		1,496			800
Prepaid expenses		7,150			26,667
Total Current Assets		136,369			269,257

Property, plant and equipment - net		31,059			42,416
Other assets		1,194			1,194
TOTAL ASSETS	$	168,622		$	312,867

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	608,884		$	538,737
Notes payable		331,500			315,000
Current portion of convertible notes payable, net of $-0- and $36,644 debt discount		1,916,081			1,829,436
Total Current Liabilities		2,856,465			2,683,173

Commitments and Contingencies		-			-

STOCKHOLDERS' DEFICIENCY:
Common stock, $.001 par value, 200,000,000 shares
authorized; 35,583,074 and 35,583,074 shares issued and outstanding
at June 30, 2018 and December 31, 2017, respectively		35,583			35,583
Additional paid-in-capital		11,496,023			11,479,523
Accumulated deficit		(14,238,440	)		(13,893,412	)
Total LifeStyle Medical Network Stockholders' Deficiency		(2,706,834	)		(2,378,306	)
Non-controlling interest		18,991			8,000
Total Stockholders' Deficiency		(2,687,843	)		(2,370,306	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	168,622		$	312,867

2See Notes to Unaudited Consolidated Financial Statements

~~LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES~~ 2

~~CONSOLIDATED~~LIFESTYLE ~~STATEMENTS OF~~MEDICAL ~~OPERATIONS~~NETWORK INC. AND SUBSIDIARIES

~~(Unaudited)~~CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
					(As revised)						(As revised)
Revenues:
Management fees-related party	$	-		$	225,000		$	242,894		$	618,750
Management fees		1,004,905			195,339			3,271,704			195,339
Rental income-related party		-			112,500			-			326,250
Total revenues		1,004,905			532,839			3,514,598			1,140,339
Cost of revenue and operating expenses:
Cost of revenue related to management fees		895,817			202,613			2,677,906			507,220
Cost of revenue related to rental income		-			67,894			-			203,682
Cost of revenue- related party management fees		75,452			-			502,995			-
Selling, general and administrative expenses		382,416			102,898			745,979			512,412
Total Cost of revenue and operating expenses		1,353,685			373,405			3,926,880			1,223,314
Loss from operations		(348,780	)		159,434			(412,282	)		(82,975	)
Other income (expense):
Gain(loss) on extinguishment of debt		-			-			221,500			(61,697	)
Other income		-			-			-			25,000
Interest expense		(132,917	)		(161,072	)		(779,611	)		(363,545	)
Total Other income (expense)		(132,917	)		(161,072	)		(558,111	)		(400,242	)
Loss from operations before
Provision for income taxes		(481,697	)		(1,638	)		(970,393	)		(483,217	)
Provision for income taxes		-			-			-			-
Net loss	$	(481,697	)	$	(1,638	)	$	(970,393	)	$	(483,217	)
Loss per common share-basic and diluted	$	(0.01	)	$	(0.00	)	$	(0.03	)	$	(0.01	)
Weighted average common shares outstanding - basic and diluted		35,254,895			33,958,257			34,741,615			33,775,410

(Unaudited)

See notes to unaudited consolidated financial statements

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
Revenues:
Management fees-related party	$	-		$	100,283		$	-		$	242,894
Management fees		348,178			1,069,305			747,478			2,266,799
Total revenues		348,178			1,169,588			747,478			2,509,693

Costs and expenses:
Cost of revenue related to management fees		271,165			864,123			556,956			1,782,089
Cost of revenue- related party management fees		-			166,611			-			427,543
Selling, general and administrative expenses		105,362			161,538			286,782			363,563
Total Costs and expenses		376,527			1,192,272			843,738			2,573,195

Loss from operations		(28,349	)		(22,684	)		(96,260	)		(63,502	)

Other income (expense):
Gain on extinguishment of debt		-			221,500			-			221,500
Interest expense		(69,959	)		(441,913	)		(165,357	)		(646,694	)
Total Other income (expense)		(69,959	)		(220,413	)		(165,357	)		(425,194	)

Net loss		(98,308	)		(243,097	)		(261,617	)		(488,696	)

Income attributable to non-controlling interests		42,771			-			83,411			-

Provision for income taxes		-			-			-			-

Net loss attributable to common shareholders	$	(141,079	)	$	(243,097	)	$	(345,028	)	$	(488,696	)

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

Weighted average common shares outstanding - basic and diluted		35,583,074			34,885,375			35,583,074			34,480,721

3See Notes to Unaudited Consolidated Financial Statements

~~LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES~~ 3

~~CONSOLIDATED~~LIFESTYLE ~~STATEMENTS~~MEDICAL OFNETWORK ~~CASH~~INC. ~~FLOWS~~AND SUBSIDIARIES

~~(Unaudited)~~CONSOLIDATED STATEMENTS OF CASH FLOWS

	For The Nine Months Ended
	September 30,
	2017			2016
				(As revised)
Cash flows from operating activities:
Net loss	$	(970,393	)	$	(483,217	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		-			4,164
Depreciation		21,723			56,083
(Gain) loss on extinguishment of debt		(221,500	)		61,697
Stock-based compensation		57,500			24,000
Renewal of note and additional interest expense		254,082			-
Amortization of debt discount and warrants		348,688			254,095
Changes in operating assets and liabilities:
Accounts receivable		(104,129	)		254,785
Accounts receivable-related party		33,160			-
Prepaid expenses		341,139			79,247
Accounts payable-related party		(46,015	)		-
Accounts payable and accrued expenses		179,209			127,856
Net Cash Provided by (Used In) Operating Activities		(106,536	)		378,710
Cash flows from investing activities:
Purchase of equipment		(2,214	)		-
Loan receivable		(14,000	)		-
Repayments of loans		12,701
Repayments by related party		-			265,000
Advances to related party		-			(842,560	)
Net Cash Used In Investing Activities		(3,513	)		(577,560	)
Cash flows from financing activities:
Proceeds from short-term debt		155,000			330,000
Proceeds from non-controlling interests		16,000
Repayments to non-controlling interests		(8,000	)		-
Repayments of short-term debt		(55,000	)		(30,000	)
Net Cash Provided by Financing Activities		108,000			300,000
Net change in cash		(2,049	)		101,150
Cash and cash equivalents - Beginning of period		48,376			49,719
Cash and cash equivalents - End of period	$	46,327		$	150,869
Supplemental Information;
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash Investing and Financing Activities:
Issuance of warrants for prepaid services	$	193,000		$	580,000
Cashless conversion of warrants	$	1,374		$	-
Discount on convertible debt for Beneficial Conversion Feature and warrants	$	125,000		$	418,099
Equipment purchased with note payable	$	-		$	275,000

(Unaudited)

See notes to unaudited consolidated financial statements

	For The Six Months Ended
	June 30,
	2018			2017
Cash flows from operating activities:
Net loss	$	(261,617	)	$	(488,696	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		11,357			14,481
(Gain) on extinguishment of debt		-			(221,500	)
Warrant expenses		16,500			155,500
Amortization of debt discount		36,645			434,445
Changes in operating assets and liabilities:
Accounts receivable		108,556			(58,503	)
Accounts receivable-related party		-			19,860
Prepaid expenses		18,821			88,378
Accounts payable-related party		-			(31,551	)
Accounts payable and accrued expenses		70,147			80,187
Net Cash Provided by (Used In) Operating Activities		409			(7,399	)

Cash flows from investing activities:
Purchase of equipment		-			(2,214	)
Advances to related party		-			(13,600	)

Net Cash Used In Investing Activities		-			(15,814	)

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~UNAUDITED~~OF ~~CONSOLIDATED~~CASH ~~FINANCIAL~~FLOWS ~~STATEMENTS~~(Continued)

AS OF AND FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

Cash flows from financing activities:
Proceeds from convertible debt		50,000			125,000
Proceeds from promissory note		27,500			-
Repayments to non-controlling interests		(84,420	)		(16,000	)
Proceeds from non-controlling interests		12,000			16,000
Repayments of promissory note		(11,000	)		(39,000	)

Net Cash Provided by (Used in) Financing Activities		(5,920	)		86,000

Net change in cash		(5,511	)		62,787

Cash and cash equivalents - Beginning of period		9,827			48,376

Cash and cash equivalents - End of period	$	4,316		$	111,163

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

Discount on convertible debt	$	-		$	125,000

1.See ~~DESCRIPTION~~Notes OFto ~~BUSINESS~~Unaudited ~~AND~~Consolidated ~~SUMMARY~~Financial ~~OF SIGNIFICANT ACCOUNTING POLICIES~~Statements

The consolidated balance sheet as of September 30, 2017 and the consolidated statements of operations, stockholders’ deficiency and 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, 2016 was derived from audited financial statements of the Company. 5

~~Organization~~LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

~~Lifestyle Medical~~NOTES ~~Network~~TO ~~Inc.~~CONSOLIDATED ~~and~~FINANCIAL 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.STATEMENTS

~~Current~~AS OF AND FOR THE SIX MONTHS ENDED JUNE ~~Operations~~30, 2018 AND 2017

As of the date of this report, the Company is focusing its efforts, through our consulting subsidiaries, Lifestyle Texas Medical Management LLC and Lifestyle Florida Medical Management LLC, on providing administrative support and practice management services to healthcare providers1. ~~The~~DESCRIPTION ~~Company’s~~OF ~~service~~BUSINESS ~~package~~AND isSUMMARY ~~tailored~~OF toSIGNIFICANT aACCOUNTING practice group’s specific needs. Practices can select from a menu of business solutions including billing, HR/PEO, accounting and consulting, computer technical support, compliance, and administrative functions including, but not limited to, equipment selection, budgeting, and staffing recruitment.POLICIES

The ~~Company~~consolidated isbalance ~~continuing~~sheet toas ~~look~~of ~~for~~June ~~opportunities~~30, in2018 and the ~~direct~~consolidated ~~ownership~~statements of ~~clinics~~operations, ~~where~~stockholders' deficiency and cash flows for the ~~operations~~periods ofpresented have been prepared by Lifestyle Medical Network Inc. and Subsidiaries (the ~~clinic~~"Company" or ~~would~~"Lifestyle") beand are unaudited. The consolidated financial statements are prepared in accordance with the requirements ~~compatible~~for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the ~~applicable~~United ~~regulatory~~States ~~regime~~of ~~governing~~America. ~~ownership~~In the opinion of ~~medical~~management, ~~practices~~all ~~and~~adjustments ~~where~~(consisting solely of normal recurring adjustments) necessary to present fairly the ~~clinic’s~~financial position, results of operations, changes in stockholders' ~~would~~deficiency ~~complement~~and cash flows for all periods presented have been made. The information for the ~~Company’s~~consolidated ~~current~~balance ~~practice~~sheet ~~management~~as ~~services~~of ~~operations~~December 31, 2017 was derived from audited financial statements of the Company.

~~Going Concern~~Organization

~~The~~Lifestyle ~~consolidated~~Medical ~~financial~~Network ~~statements~~Inc. ~~for~~and ~~the~~Subsidiaries ~~nine months ended September 30, 2017 have been prepared on a going concern basis which contemplates~~ (the ~~realization~~“Company” ofor ~~assets~~“Lifestyle”) ~~and~~was ~~the~~incorporated ~~settlement of liabilities and commitments~~ in the ~~normal~~State ~~course~~ of ~~business~~Nevada. The Company ~~has~~directs aits ~~past~~operations ~~history~~through ofits ~~recurring losses from operations~~subsidiaries.. The Company, ~~will~~through ~~require~~its ~~additional~~consulting ~~funding~~subsidiaries, toplans ~~execute its future~~to ~~strategic~~continue ~~business~~to ~~plan.~~identify ~~Successful~~and ~~business~~enter ~~operations~~into management and ~~its~~professional ~~transition~~consulting toservices ~~attaining~~agreements, ~~profitability~~and ~~are~~to ~~dependent~~license ~~upon~~medical ~~obtaining~~and health ~~additional~~technologies, ~~financing~~to medical and ~~achieving~~health aclinic ~~level~~operating ofcompanies. ~~revenue~~The Company also intends to ~~support~~open, ~~its~~operate ~~cost~~and ~~structure.~~acquire ~~These~~medical ~~factors~~and health ~~raise~~clinics, ~~substantial~~if ~~doubt~~financing ~~about the~~is ~~Company’s~~available ~~ability~~and tothe ~~continue~~profile asof athe ~~going~~clinics’ ~~concern~~is favorable.

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

~~Through~~ As of the ~~Company’s~~date ~~consulting~~of ~~subsidiaries~~this report, the Company is ~~currently~~focusing its efforts, through our consulting subsidiaries, Lifestyle Texas Medical Management LLC and Lifestyle Florida Medical Management LLC, on providing ~~administration~~administrative support and practice management services to healthcare providers. In May 2016, the Company commenced working with Global Physicians Healthcare, Inc. (“Global”). The Company entered into a support services agreement with Global in September 2016, under which Global has provided valuable assistance to the Company as a marketing and services consultant in marketing services to healthcare providers and healthcare systems. The Company following initiation of its healthcare provider support services in 2016 is now expanding its generated marketing efforts for client healthcare providers. The Company terminated its agreement with Global on December 31, 2017 but continues to perform the same services without the need of or support from Global.

5The Company’s services package is tailored to a practice group’s specific needs. Practices can select from a menu of business solutions including billing, HR/PEO, accounting and consulting, computer technical support, compliance, and administrative functions including, but not limited to, equipment selection, budgeting, and staffing recruitment. The Company has access to a nationwide network of ancillary providers of local and regional medical practice solutions. As a result, the Company’s client medical practices may benefit from cost savings, higher quality of patient care, and increased productivity efficiencies and revenue.

~~Management believes~~The ~~these~~Company ~~services~~is ~~will~~continuing beto ~~profitable~~look ~~and~~for opportunities in the ~~cash~~direct ~~flows~~ownership ~~from~~of ~~these~~clinics ~~operations~~where ~~will~~the ~~enable~~operations of the ~~Company~~clinic towould ~~fund~~be ~~the~~compatible ~~operations of~~with the ~~consolidated~~applicable ~~group~~regulatory ~~over~~regime governing ~~the~~ownership ~~next~~of ~~twelve~~medical ~~months.~~practices ~~Therefore,~~and where the ~~annual~~clinic’s ~~financial~~operations ~~statements~~would ~~continue~~complement tothe beCompany’s ~~prepared~~current ~~on a~~practice ~~going~~management ~~concern~~services ~~basis~~operations.

~~Significant Accounting Policies~~ 6

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

~~Principles~~The consolidated financial statements for the six months ended June 30, 2018 have been prepared on a going concern basis which contemplates the realization of ~~Consolidation~~assets and the settlement of liabilities and commitments in the normal course of business. The Company has a past history of recurring losses from operations. 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~~Through ~~consolidated financial statements of~~ the Company’s ~~include~~consulting subsidiaries, the Company ~~and~~is ~~its~~currently ~~subsidiaries.~~providing ~~All~~administration ~~material~~support ~~intercompany balances~~ and ~~transactions~~practice ~~have~~management services ~~been~~to ~~eliminated~~healthcare providers.

~~Non-controlling~~Management ~~interests~~believes ~~are~~these ~~reported~~services inwill be profitable and the ~~consolidated~~cash ~~statement~~flows ~~balance~~from ~~sheet~~these asoperations awill ~~separate~~enable ~~component~~the ofCompany ~~equity.~~to ~~Non-controlling~~fund ~~interests~~the operations ~~represent~~of the ~~equity~~consolidated ofgroup ~~subsidiaries~~over ~~not~~the ~~attributable,~~next ~~directly~~twelve ormonths. ~~indirectly~~Therefore, the annual financial statements continue to ~~the~~be ~~Company~~prepared on a going concern basis.

~~Revenue~~Significant ~~Recognition~~Accounting Policies

The ~~Revenue~~Company’s issignificant ~~recognized~~accounting inpolicies ~~accordance~~are ~~with~~found ~~SAB No~~below. ~~104.~~These ~~Persuasive~~policies ~~evidence~~should ofbe anread ~~arrangement exists;~~in ~~Delivery~~conjunction ~~has~~with ~~occurred~~Note or1 ~~services~~found in ~~have~~the ~~been rendered; Seller~~Company’s ~~price~~Annual toReport ~~the~~on ~~buyer~~Form is10-K ~~fixed~~for orthe ~~determinable;~~year ~~and Collectability~~ended isDecember ~~relatively~~31, ~~assured~~2017.

~~The~~Principles 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 ~~the net revenues of these healthcare providers once cash is collected. At this point the services have been rendered, price is determinable and collectability is assured.~~Consolidation

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

~~The~~Non-controlling ~~preparation~~interests ofare ~~the~~reported ~~consolidated financial statements~~ in ~~conformity with accounting principles generally accepted in~~ the ~~United States~~consolidated ofstatement ~~America~~balance ~~requires~~sheet ~~the~~as ~~Company~~a toseparate ~~make~~component ~~estimates and assumptions that affect the reported amounts~~ of ~~assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities~~equity. OnNon-controlling aninterests represent ~~ongoing basis,~~ the ~~Company~~equity ~~evaluates its~~of ~~estimates including~~subsidiaries, ~~but~~directly ~~not~~or ~~limited~~indirectly to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the ~~circumstances, 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~~Company. ~~Actual results could differ from those estimates.~~

~~2. PROPERTY AND EQUIPMENT~~Revenue Recognition

~~Property~~In ~~and~~May ~~equipment~~2014, ~~consists~~the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing account standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. The Company adopted the ~~following:~~guidance under the new revenue standards using the modified retrospective method effective January 1, 2018. Topic 606 requires the Company to recognize revenues when control of the promised goods or services and receipt of payment is probable.

	September 30,			December 31,
	2017			2016
Equipment	$	118,101		$	115,887
Accumulated depreciation		(67,708	)		(45,985	)
	$	50,393		$	69,902

Upon adoption, the new standards replaced most existing revenue recognition guidance in U.S. GAAP. The adoption of the new revenue standards did not have any impact on its consolidated financial statements and all revenue will be recognized pursuant to Topic 606 under the five-step model specified by the new revenue standards.

~~Depreciation~~Use ~~expense~~of ~~for nine months ended September 30, 2017 and 2016 was $21,723 and $56,083, respectively.~~Estimates

6The preparation of the consolidated financial statements in conformity 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, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates including, but not limited to, those related to such items as income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, 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.

~~3. DEBT~~ 7

~~Short-term~~Accounting ~~debt~~Standards asIssued ofBut ~~September~~Not ~~30,~~Yet ~~2017 and December 31, 2016 were as follows:~~Adopted

	September 30,		December 31,
	2017		2016
Short-term and Convertible Debt
Unsecured promissory note, interest @ 12% per annum, due April 30, 2018	$	150,000	$	150,000
Unsecured promissory note, interest @ 10%, due April 30, 2018		75,000		75,000
Unsecured Convertible promissory note, interest @ 10% per annum, due April 30, 2018		100,000		100,000
Unsecured Convertible promissory note, interest @ 12% per annum, due April 28, 2018 and June 8, 2018 (2)		758,320		461,897
Unsecured Convertible promissory note, interest @ 12% per annum, due December 17, 2016		100,000		100,000
Unsecured Convertible promissory note, interest @ 10% per annum, due April 30, 2018		50,000		50,000
Unsecured promissory note, interest @ 10% per annum, due May 1, 2017		-		25,000
Unsecured promissory note, interest free due April 15, 2018 (6)		60,000		275,000
Unsecured Convertible promissory note, interest @ 12% per annum, due June 13, 2018 (3)		307,760		242,652
Unsecured promissory note, interest free, due on demand (1)		-		20,000
Unsecured Convertible promissory note, interest @ 12% per annum, due October 24 , 2017 (4)		245,689		187,467
Unsecured Convertible promissory note, interest @ 12% per annum, due November 28, 2017 (5)		109,834		43,786
Unsecured Convertible promissory note, interest @ 12% per annum, due August 24, 2018 (7)		50,000		45,457
Unsecured Convertible promissory note, interest @ 12% per annum, due April 4, 2018 (8)		58,904		-
Unsecured promissory note, interest free, due November 2017 (9)		30,000		-
		2,095,507		1,776,259
Less: Current portion		2,095,507		1,730,802
	$	-0-	$	45,457

In February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), to provide a new comprehensive model for lease accounting under this guidance, lessees and lessors should apply a “right-of-use” model in accounting for all leases (including subleases) and eliminate the concept of operating leases and off-balance-sheet leases. Recognition, measurement and presentation of expenses will depend on classification as a finance or operating lease. Similar modifications have been made to lessor accounting in-line with revenue recognition guidance. This guidance is effective for the annual periods and interim periods beginning December 15, 2018. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. Early adoption is permitted. The update guidance requires a modified retrospective adoption. We are currently in the process of evaluating this new standard update.

~~(1) On February 18, 2016, the Company executed an unsecured promissory note with Gail Keats (an unrelated party) and received $30,000~~2. 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.DEBT

7On January 3, 2018, the Company issued an unsecured convertible promissory note to Cabrewceus Holdings, LLC and received proceeds of $50,000. The promissory note bears interest at 10% per annum and matures one year from the date of issuance. At any time, the holder of the note, at his option, has the right to convert the outstanding principal amount of the note, or any portion of the principal amount hereof, any accrued interest into shares of common stock of the Company at a conversion price of $0.17 per share. Beneficial Conversion Feature analysis was performed by the Company and no discount was recorded.

~~(2)~~On January In11, ~~June 2017~~2018, the Company ~~renewed~~received ~~its~~proceeds ~~loan~~of ~~agreements with Roy Meadows (“Meadows”)~~$11,000 anfrom ~~unrelated~~a third party. The ~~origination~~advance ~~dates~~is ~~of the note were April 28~~unsecured, ~~2016~~interest free and ~~June~~due upon ~~8, 2016~~demand. The ~~Company~~advance ~~agreed~~was torepaid ~~pay~~in ~~Meadows~~full ain ~~renewal~~April ~~fee~~2018. ofIn ~~$34,496~~September and ~~$34,442~~October ~~on its two outstanding loans with Meadows and extend the maturity dates of the loans to April 28,~~ 2018 ~~and June 8~~, ~~2018,~~the ~~respectively.~~Company ~~The~~received ~~new~~additional ~~outstanding balances~~ advances of ~~the loans including interest and the renewal fees amounted to~~ $~~379~~24,~~456~~000 ~~and~~from ~~$378,864, respectively. In addition to~~ the ~~renewal~~third ~~fees,~~party ~~the~~of ~~Company~~which ~~issued 689~~$12,~~382~~000 ~~renewal~~was ~~warrants~~repaid ~~valued~~in at2018 and $~~110~~12,000 ~~302~~was ~~(see~~repaid ~~Note~~in ~~6 for further discussion)~~2019.

~~The~~In ~~Company~~June, ~~also~~September ~~agreed~~and toDecember ~~maintain~~2018, the ~~conversion~~Company ~~price~~received proceeds of ~~the~~$16,500, ~~loans~~$15,000 ~~into~~and ~~the~~$6,000 ~~Company’s~~from ~~common~~Church ~~stock~~Street ~~@ $0~~Capital.10 ~~per share. At~~The ~~any~~advances ~~time~~are unsecured, ~~the~~interest ~~holder~~free ofand ~~the~~due ~~notes~~April 30, at2019 ~~his~~and ~~option~~June 30, ~~shall~~2019, ~~have~~respectively. ~~the~~During ~~right~~2019, ~~to convert~~ the ~~outstanding~~Company ~~principal balance or any portion~~received ofan ~~the~~additional ~~principal amount hereof~~$13,000 ~~and any accrued interest into shares~~ of ~~common~~advances ~~stock~~from ofChurch ~~the~~Street ~~Company~~Capital.

~~(3)~~ In May ~~June 2017~~2019, the Company ~~renewed~~received ~~its~~proceeds ~~loan agreement with Meadows. The origination date~~ of ~~the note was June 13~~$50,000 ~~2016.~~from ~~The Company agreed to pay Meadows~~ a ~~renewal~~third ~~fee of $27,798 on its loan with Meadows and extend the maturity date of the loan to June 13, 2018~~party. The ~~new~~secured ~~outstanding~~note ~~balance~~bears ~~of the loan including~~ interest ~~and~~@ ~~the~~10% ~~renewal~~per ~~fee amounted to $307,760~~annum. AtThe ~~any time, the holder of the~~ note, matures aton ~~his~~September ~~sole option~~15, ~~shall~~2019 ~~have~~and the ~~right~~parties toare ~~convert~~currently ~~the~~negotiating ~~outstanding~~an ~~principal~~extension. ~~amount~~The ~~of this~~ note, oris ~~any~~secured ~~portion~~by ofan ~~the principal hereof, and any accrued~~ interest ~~into~~in ~~shares of common stock of~~ the Company,’s atlawsuit ~~a conversion price of $0~~vs.10 ~~per~~Aventus ~~share~~Health. In addition to the ~~renewal~~note ~~fees~~owed, the ~~Company~~third ~~issued~~party ~~279,782~~will ~~renewal~~receive ~~warrants~~5% ~~valued~~of atthe ~~$44,765.~~lawsuit ~~(See~~upon ~~Note~~settlement or 6award. ~~for further discussions)~~

~~(4)~~In July ~~On October 17~~2019, ~~2016,~~ the Company ~~issued a convertible note to Meadows and~~ received proceeds of $~~250~~50,000. ~~The~~from ~~promissory~~a ~~note~~third ~~bears interest @ 12% per annum and matures on October 24, 2017~~party. AtThe ~~any time, the holder of the~~ note, atis ~~his~~unsecured ~~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~~free.06 ~~per share.~~ The ~~fair~~note ~~value~~matures on ofOctober ~~the common stock at the date of issuance of the advance was $0.07~~17, ~~which~~2019 ~~created~~and ~~a beneficial conversion feature of $78,705,~~ the ~~beneficial~~parties ~~conversion~~are ~~feature~~currently ~~was~~negotiating ~~recorded~~an ~~as a debt discount over the life of the note~~extension. ~~The debt discount as of September 30, 2017 was $4,311.~~

~~(5) On November 28~~During 2018, ~~2016~~$200,000 ~~the~~of ~~Company issued a~~ convertible ~~note~~debt ~~to Meadows~~ and ~~received proceeds of~~ $~~125~~255,000. ~~The promissory note bears interest @ 12% per annum and matures on November 28, 2017. At any time, the holder~~ of ~~the~~notes ~~note,~~payable atwere ~~his~~extended ~~sole option, shall have the right~~ to ~~convert~~April ~~the outstanding principal amount of this note~~30, or2019 ~~any portion hereof,~~ and ~~any~~June ~~accrued interest into shares of common stock of the Company~~30, ~~at a conversion price of $0~~2019.06 ~~per share.~~ The ~~fair~~loans ~~value~~were extended ofwith ~~the~~no ~~common~~extinguishment ~~stock at the date~~ of ~~issuance of~~ the ~~advance was $0.15, which created a beneficial conversion feature of $89,286, the beneficial conversion feature was recorded as a~~ debt ~~discount over the life of the note~~. ~~The debt discount as of September 30, 2017 was $15,166.~~

~~(6) On April 1~~During 2018, ~~2016,~~debt ~~the Company issued a secured promissory note to Emile Fares, M.D. (the “Payee”), an unrelated party, and promised to the Payee $275,000~~ in ~~exchange for all~~ the medical equipment owned by RMC Totalcare Medical PA. The secured promissory note bears interest @ 6% per annum and matures one year from the date issuance. On April 1, 2017, the Company and payee entered into an agreement to modify the original note of the Company to the payee to decrease the principal amount of ~~the note from~~ $~~275~~1,~~000 to $70~~566,~~000,~~080 ~~and~~plus tointerest ~~extend the maturity~~ to ~~October~~Roy ~~15,~~Meadows ~~2017~~matured. ~~Any~~The ~~interest~~debt ~~accrued~~is ~~would~~currently bein ~~included~~default asbut ~~part~~no ofdemand ~~the principal~~ for payment. ~~The~~has ~~Company~~been ~~repaid $10,000 in May 2017 against the unsecured note~~received. The ~~Company~~parties ~~recorded~~are acurrently ~~gain~~negotiating onan ~~the~~extension ~~settlement of the debt in the amount of $221,500 during the nine months ended September 30, 2017~~agreement.

~~(7)~~Debt in ~~On August 24, 2016,~~ the ~~Company~~amount ~~issued a convertible note to Daniel Hagen, an unrelated party, and received proceeds~~ of $50160,000. ~~The~~to ~~promissory~~two ~~note~~debtors ~~bears~~is ~~interest~~currently @in ~~10% per annum and matures on August 24, 2018~~default. AtNo ~~any~~demand ~~time,~~for ~~the~~payment ~~holder~~has ofbeen ~~the~~received ~~note,~~by ~~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.

8Interest expense for the six months ended June 30, 2018 and 2017 was $165,357 and $646,694, respectively.

~~(8)~~Amortization Onof ~~April~~debt 4,discount for ~~2017,~~ the ~~Company~~six ~~issued~~months aended ~~convertible~~June ~~note to Meadows and received proceeds of $125~~30,~~000.~~ ~~The promissory note bears interest @ 12% per annum and matures on April 4,~~ 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~~2017 ~~accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. The fair value of the common stock at the date of issuance of the advance~~ was $~~0.16~~36,645 ~~which~~and ~~created a beneficial conversion feature of~~ $~~125~~434,~~000~~445, ~~the beneficial conversion feature was recorded as a debt discount over the life of the note. The Company issued 250~~respectively,~~000~~ ~~warrants~~which ~~valued~~is atincluded ~~$62,500~~in ~~(see Note 6 for further discussion), of~~ the ~~$125,000~~interest ~~debt discount recorded, $40,541 represents the relative fair value of the warrants allocated and remaining to the debt discount~~expense. ~~The debt discount as of September 30, 2017 was $66,096.~~

~~(9) On September 22, 2017, the Company issued a promissory note to Church Street Capital and received proceeds of $30,000. The advance is interest-free and matures 60 days from the date of issuance.~~ 8

~~Interest expense for the nine months ended September 30, 2017 and 2016 amounted to $779,611 and $363,545, respectively~~3. WARRANTS

~~Amortization~~In ofJanuary ~~debt~~2018, ~~discount~~the ~~during~~Company issued warrants to the ~~nine~~directors ~~months~~of ~~ended~~the ~~September~~Company 30to purchase 150,000 ~~2017~~shares ~~and~~of ~~2016~~common ~~was~~stock at an exercise price of $~~348~~0.11 per share. The warrants were issued in connection with services to be provided through December 31,~~688~~ 2018. These warrants vest immediately and expire 5 years from the date of issuance. The fair value of the warrants was $~~254~~16,~~095~~500, ~~respectively,~~all of which was isexpensed ~~included in~~during the ~~interest~~six ~~expense~~months ended June 30, 2018.

4The estimated ~~ACCOUNTS~~value ~~PAYABLE~~of ~~AND~~the ~~ACCRUED~~warrants ~~EXPENSES~~was determined using the Black Scholes pricing model using the following assumptions: expected term of 5 years, a risk-free interest rate of 1.19%, a dividend yield of -0- and volatility of 387.1%. The fair value of the warrants issued amounted to $16,500.

	September 30,		December 31,
	2017		2016
Interest	$	181,108	$	171,636
Professional fees		85,640		104,278
Consulting		191,382		124,384
Other		27,254		25,921
	$	485,384	$	426,219
Consulting fee – related
Party	$	25,914	$	71,929

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

5. BASIC AND DILUTED EARNINGS PER SHARE

	Shares		Price		Life	Value
Outstanding, January 1, 2018		22,044,164	$	0.09	4.7 years	$	1,808,529
Granted		150,000		0.11	4.9 years
Expired/Cancelled		-		-
Exercised		-		-
Outstanding-period ending June 30, 2018		22,194,164	$	0.09	3.57 years	$	67,671
Exercisable-period ending June 30, 2018		22,194,164	$	0.09	3.57 years	$	67,671

~~Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period~~4. ~~Diluted~~MAJOR earnings per share is computed by dividing net earnings by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. At September 30, 2017, there were 40,704,974 potential common shares outstanding, of which 22,044,164 represent common shares underlying the outstanding warrants and 18,660,810 represent common shares reserved for conversion of outstanding convertible debt. Because of the net loss, the effect of these potential common shares is anti-dilutive.CUSTOMERS

6.Approximately ~~WARRANTS~~90% of the revenues for the six months ended June 30, 2018, was received from one company.

In 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 per share. The warrants were 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~~LEGAL ~~fair value of the warrants was $20,000, all of which was expensed during the nine months ended September 30, 2017.~~PROCEEDINGS

~~On April~~In 4,January ~~2017~~2018, the Company ~~issued~~was served with a ~~warrant~~complaint toin ~~Roy~~the ~~Meadows~~case toAmy ~~purchase~~Dalton ~~250,000~~vs. ~~shares~~Physician ofStat ~~the~~Lab, ~~Company’s~~Inc., ~~common~~LifeStyle ~~stock~~Medical atNetwork, anInc., Christopher ~~exercise~~Smith, ~~price~~and ofNathan $0Hawkins.~~025~~ ~~per share.~~ The ~~warrant~~case ~~was~~is ~~issued~~pending in ~~connection~~the ~~with~~United ~~financing~~States ~~provided~~District toCourt for the ~~Company~~Middle District of Florida, Orlando Division. The ~~relative fair~~complaint ~~value~~alleges breach of contract and failure to pay the ~~warrant~~minimum ~~was~~wage. ~~$40,541,~~The ~~which~~plaintiff ishas ~~included~~claimed indamages ~~the~~of $~~125~~25,~~000~~823 and ~~debt~~the ~~discount~~Company ~~recorded~~has ~~against~~answered the ~~note~~complaint denying any wrongdoing and isasserting ~~amortized during~~affirmative defenses to the ~~nine~~plaintiff’s ~~months~~claims. The likelihood of a contingency loss is remote and therefore no accrual was recorded for the year ended ~~September~~December 3031, 2017. The Company settled the litigation in December 2018 and paid Amy Dalton $5,000.

~~On May~~In ~~16,2017,~~April 2018, the Company ~~issued~~was served with a ~~warrant~~complaint tofiled ~~Roy~~January ~~Meadows~~19, to2018 ~~purchase~~in ~~969~~the case David Davila vs. LifeStyle Texas Medical Management LLC,~~164~~ ~~shares~~a Texas subsidiary of the Company’s ~~common~~(“LifeStyle ~~stock~~Texas atManagement”) anand Christopher Smith, our Chief Executive Officer, ~~exercise~~in ~~price~~the ofCounty ~~$0.025~~Civil ~~per~~Court ~~share~~at Law Number 1, Harris County, Texas. The ~~purchase~~complaint ~~warrant~~seeks ~~consists~~recovery of debt represented by a ~~renewal~~March ~~warrant~~24, 2016 ~~issued~~promissory note in ~~connection~~the ~~with~~principal amount of $75,400 bearing interest at the ~~extension~~ rate of ~~three~~5% ~~Meadows’~~per ~~notes~~annum, issued by LifeStyle Texas Management to the plaintiff. The ~~relative~~Company ~~fair~~entered ~~value~~into a settlement agreement in June 2018, which has stayed prosecution of the lawsuit ~~warrant~~by ~~amounted~~plaintiff, pursuant to which agreement the Company would make three payments 0f $~~155~~18,~~067~~333 each June 23, ~~all~~July of23, and August 23, 2018., to settle the lawsuit, which ~~was~~may ~~expensed~~be ~~during~~resumed by the plaintiff if the Company fails to make the payment as required by ~~nine~~the ~~months~~settlement ~~ended~~agreement. ~~September~~The 30Company became aware of the obligation in 2018 and the liability of $55,000has been accrued as of December 31, 2017. The settlement was paid in full in August 2018.

In July 2017, the Company issued a warrant to a director of the Company to purchase 250,000 shares of common stock at an exercise price of $0.10 per share. The warrant was issued in connection with professional services provided to the Company. This warrant vests immediately and expires five years from the date of issuance. The fair value of the warrant was $25,000, all of which was expensed during the nine months ended September 30, 2017. 9

9On June 19, 2019, the Company’s Texas operating subsidiaries, Lifestyle Texas Management and Services, LLC and Lifestyle Texas Medical Management, LLC, and Christopher Smith, our Chief Executive Officer (collectively, “Plaintiffs”), filed a lawsuit in the District Courts of Harris County, Texas, against Aventus Health, LLC, and seven related companies and three individuals associated with these companies, that transacted business with Plaintiffs in Texas (collectively, “Defendants”). The lawsuit seeks damages of amounts owing by Defendants of $464,040 in unpaid invoices, and additional damages including attorney’s fees, expert fees and the costs of litigation that are anticipated to be in excess of $250,000.00 through the time of trial, due to numerous false and material misrepresentations by Defendants to Plaintiffs with the intent that these misrepresentations be relied upon and made with no intention of fulfilling their contractual duties to compensate Plaintiffs as per agreements between the parties. Defendants’ misrepresentations to Plaintiffs are stated in the lawsuit to include but are not limited to misrepresentations concerning payment for management services of Plaintiffs. On September 11, 2019, Defendants removed the lawsuit to the U.S. District Courts for the Southern District of Texas, Houston Division; however, on September 18, 2019, Plaintiffs and Defendants filed a joint motion to remand the lawsuit back to the District Courts of Harris County, Texas, as the U.S. District Courts did not have jurisdiction over the lawsuit. On September 23, 2019, the motion was granted and the lawsuit was remanded back to the District Courts of Harris County, Texas. It is anticipated that it may take 12 to 18 months to fully litigate the lawsuit.

~~In July 2017, the Company also issued a warrant to a consulting company to purchase 1,500,000 shares of common stock at an exercise price of $0~~6.10 ~~per~~NON-CONTROLLING share. The warrant was issued in connection with services previously provided to the Company during 2017. The warrant vests immediately and expires five years from the date of issuance. The fair value of the warrant was $150,000, all of which was expensed during the nine months ended September 30, 2017.INTERESTS

~~In March~~During ~~2017,~~the ~~Roy~~six months ~~Meadows~~ended ~~exercised~~June a30, ~~cashless~~2018, ~~common~~the ~~stock~~Company ~~purchase~~received ~~warrant~~$12,000 ~~and~~from ~~the~~non-controlling ~~Company~~interests ~~issued~~representing ~~Roy~~a ~~Meadows~~40% ~~927,118~~ownership ~~shares~~in ofvarious ~~common stock~~subsidiaries. InThe ~~July~~Company ~~2017~~returned $84,420 ~~Roy~~to ~~Meadows~~the ~~exercised~~non-controlling ~~two~~interests ~~cashless~~representing ~~common~~a ~~stock~~return ~~purchase~~of ~~warrants~~capital and ~~the~~a ~~Company issued Roy Meadows~~distribution ~~447,699~~of ~~shares~~earnings offrom ~~common~~the ~~stock~~subsidiaries.

~~During the nine months ended September 30, 2017, 2,900,000 warrants expired.~~ 10

~~The~~ITEM 2. ~~estimated~~MANAGEMENT’S ~~value~~DISCUSSION ofAND ~~the~~ANALYSIS ~~warrants~~OF ~~was~~FINANCIAL ~~determined~~CONDITION ~~using~~AND ~~the~~RESULTS ~~Black~~OF ~~Scholes pricing model using the following assumptions: expected term of 5 years, a risk-free interest rate of 1~~OPERATIONS.~~19%, a dividend yield of -0- and volatility of 387.1%. The fair value of the warrants issued amounted to $60,541.~~

The following ~~table~~discussion ~~summarizes~~of ~~the~~our ~~changes~~financial condition and results of operations should be read in ~~warrants~~conjunction ~~outstanding~~with the financial statements and notes thereto and the ~~related~~other ~~price~~financial ofinformation included elsewhere in this report. Certain statements contained in this report, including, without limitation, statements containing the ~~shares~~words “believes,” “anticipates,” “expects” and words of similar import, constitute “forward looking statements” within the ~~Company’s~~meaning ~~common~~of ~~stock~~the Private Securities ~~issued~~Litigation Reform Act of 1995. ~~The~~Such ~~warrants~~forward-looking ~~were~~statements ~~granted~~involve known and unknown risks and uncertainties. Our actual results may differ materially from those anticipated in ~~lieu~~these forward-looking statements as a result of ~~cash~~certain ~~compensation~~factors, ~~for~~including ~~services~~our ability ~~performed~~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.

	Shares			Price		Life		Value
Outstanding, January 1, 2017		22,834,564		$	0.10		4.4
Granted		3,169,164			0.08		4.9
Expired/Cancelled		(2,584,747	)
Exercised		(1,374,817	)		0.025
Outstanding, September 30, 2017		22,044,164		$	0.09		4.7 years	$	2,452,354
Exercisable, September 30, 2017		22,044,164		$	0.09		4.7 years	$	2,452,354

Organization

7.Disclosure regarding ~~RELATED~~forward-looking ~~PARTY TRANSACTIONS~~statements

a)Throughout ~~Nathan~~this ~~Hawkins~~report, awe ~~director~~make statements that may be deemed “forward-looking” statements within the meaning of Section 27A of the ~~Company,~~Securities isAct aof 331933, ½as %amended, ~~owner~~and Section 21E of ~~Global~~the ~~Physicians~~Securities ~~Healthcare~~Exchange Act of 1934, ~~Inc~~as amended. aAll ~~healthcare consulting~~statements, ~~company~~other than statements of historical facts, ~~which~~that ~~was~~address ~~paid~~activities, ~~$502~~events,~~995~~ byoutcomes and other matters that the Company ~~for~~plans, expects, ~~services~~intends, ~~rendered~~assumes, ~~under~~believes, abudgets, ~~September~~predicts, 16forecasts, ~~2016~~projects, ~~Support~~estimates ~~Services~~or ~~Agreement~~anticipates ~~with~~(and other similar expressions) will, should or may occur in the ~~Company~~future ~~during~~are forward-looking statements. These forward-looking statements are based on management’s current belief, based on currently available information, as to the ~~nine~~outcome ~~months~~and ~~ended~~timing ~~September~~of 30future events. When considering forward-looking statements, ~~2017~~you should keep in mind the risk factors and other cautionary statements in this report.

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 $242,894 of consulting payments to Lifestyle during the nine months ended September 30, 2017.General

~~8. COMMITMENTS AND CONTINGENCIES~~Organization

OnThe Company ~~July~~was 1,incorporated ~~2017,~~in ~~Lifestyle~~the ~~entered~~State ~~into~~of anNevada ~~employment~~on ~~agreement~~September ~~with~~3, ~~Christopher Smith (“Smith”)~~2003, under the ~~Company’s~~name ~~Chief~~Beverly ~~Executive~~Hills ~~Officer.~~Film ~~The~~Studios, ~~term~~Inc. ofand ~~the~~changed its ~~agreement~~name isto ~~for~~Emerging ~~five~~Media ~~years~~Holdings, Inc. ~~Effective~~on ~~July~~September 128, ~~2017,~~2006. ~~the~~On ~~monthly~~September ~~salary~~30, ~~for~~2006, ~~Smith~~we ~~was~~acquired ~~increased~~IM to“Media ~~$20~~Alianta” SRL,~~000.~~ ~~Smith~~the ~~will~~100% ~~also~~owner ~~receive~~of aSA ~~performance~~“Analiticmedia-Grup”, ~~bonus~~both ~~based~~Moldovan oncompanies a(“AMG”), ~~percentage~~and ofon ~~the~~May ~~Company’s~~2, ~~net~~2008 ~~operating~~“TNT-Bravo” channel-ICS ~~profit~~“Media ~~before~~Top ~~income~~Prim” ~~taxes.~~SRL, ~~For~~ the ~~nine~~exclusive ~~months~~operator ~~ended~~in ~~September~~Moldova ~~30,~~of ~~2017,~~Russian ~~and~~channel ~~2016,~~TNT ~~payroll-officer~~programs ~~amounted~~owned toby ~~$135,000 and $112,500, respectively~~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.

9.Medical Management ~~REVISION~~Agreements OFwith ~~PRIOR~~Houston ~~QUARTERS~~Medical ~~CONSOLIDATED FINANCIAL STATEMENTS~~Facilities

~~During~~The operations of the ~~audit~~MED-CURE and Total Care clinics in Houston, Texas, were acquired in 2015 and 2016 by Dr. Ronald Moomaw, a former director of the Company’s ~~consolidated~~and ~~financial~~a ~~statements~~licensed ~~for~~physician in the ~~year~~State ~~ended~~of ~~December~~Texas. ~~31,~~The ~~2016~~Company, ~~the~~through ~~Company~~its ~~identified~~subsidiary Lifestyle Texas Medical anManagement, ~~error~~LLC, ~~relating~~had provided scheduling, marketing and advertising, office space, equipment, supplies and other management services to these clinics and in return for a percentage of the ~~recognition~~gross revenues of ~~income~~each of the practice groups. The ~~effect~~MED-CURE ofand ~~error~~Total isCare clinics toterminated ~~increase~~operations ~~net~~in ~~loss~~late ~~for~~2016. In connection with the ~~period~~cessation ~~ended~~of ~~September~~operations 30of these clinics, the Company incurred a bad debt expense write-off of $1,371,475 as at December 31, 2016, representing the aggregate of our investments in these clinics and clinic debt to us as of that date.

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. 11

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

~~Effects~~As of the date of this report, we are focusing our efforts, through our consulting subsidiaries, Lifestyle Texas Medical Management LLC and Lifestyle Florida Medical Management LLC, on ~~financial~~providing ~~statements~~administrative ~~for~~support ~~the~~and ~~nine~~practice ~~months~~management ~~ended~~services ~~September~~to 30healthcare providers. The services package is tailored to a practice group’s specific needs. Practices can select from menu of business solutions including billing, ~~2016:~~HR/PEO, accounting and consulting, computer technical support, compliance, and administrative functions including, but not limited to, equipment selection, budgeting, and staffing recruitment.

	September 30, 2016
	As Previously						As
	Reported			Adjustments			Revised
Consolidated Balance Sheet
Accounts Receivable-related party	$	572,850		$	(316,500	)	$	256,350
Accumulated deficit		(9,527,686	)		(316,500	)		(9,844,186	)
Total stockholders’ deficit		700,768			(316,500	)		384,268

Critical Accounting Policies and Estimates

	For the Nine Months ended September 30, 2016
	As Previously						As
	Reported			Adjustments			Revised
Consolidated Statement of Operations
Management fees-related party	$	935,250		$	(316,500	)	$	618,750
Net loss		(166,717	)		(316,500	)		(483,217	)
Net loss-basic and diluted		(0.01	)					(0.01	)

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.

	For the Nine Months ended September 30, 2016
	As Previously						As
	Reported			Adjustments			Revised
Consolidated Statement of Cash Flows
Net loss	$	(166,717	)	$	(316,500	)	$	(483,217	)
Accounts receivable		(61,715	)		316,500			254,785

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.

	For the Three Months ended September 30, 2016
	As Previously					As
	Reported		Adjustments			Revised
Consolidated Statement of Operations
Management fees-related party	$	367,500	$	(142,500	)	$	225,000
Net loss		140,862		(142,500	)		(1,638	)
Net loss-basic and diluted		0.00					(0.00	)

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, 2017. There were no significant changes to these accounting policies during the six months ended June 30, 2018, and the Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

~~10.~~RESULTS OF ~~SUBSEQUENT EVENTS~~OPERATIONS

InTHREE ~~November~~MONTHS ~~2017,~~ENDED ~~maturities~~JUNE of30, ~~various~~2018 ~~outstanding~~COMPARED ~~debt~~TO ~~obligations~~THE ~~were~~THREE ~~extended.~~MONTHS ~~See~~ENDED ~~Note~~JUNE 330, ~~for further information in this regard.~~2017

11During the three months ended June 30, 2018, we had revenues of $ 348,178, as compared with revenues of $1,169,588 in the three months ended June 30, 2017, and we recorded a net loss of $141,079 in 2018, as compared with a net loss of $243,097 for 2017. The decrease in the net loss for the three months ended June 30, 2018 was principally due to a decrease in total costs and expenses of $376,527 in 2018, as compared with $1,192,272 in 2017, and a decrease in interest expense from $441,913 in 2017, to $69,959 in 2018, of which approximately $7,102 was amortization of the beneficial conversion feature of outstanding debt, offset by decreases in revenues of $821,410 in 2018. In the three months ended June 30, 2018, cost of revenue related to management fees was $271,165 and $-0- of related party fees, as compared with $864,123 and $166,611 in 2017. General and administrative expense was $105,362 in 2018, as compared with general and administrative expense in 2017 of $161,538 which reflects amortization of warrant expense in 2018 of $16,500 as compared to $88,750 in 2017.

~~ITEM 2.~~SIX ~~MANAGEMENT’S~~MONTHS ~~DISCUSSION~~ENDED ~~AND~~JUNE ~~ANALYSIS~~30, OF2018 ~~FINANCIAL~~COMPARED ~~CONDITION~~TO ~~AND~~THE ~~RESULTS~~SIX OFMONTHS ~~OPERATIONS.~~ENDED JUNE 30, 2017

~~The~~During ~~following~~the ~~discussion~~six ofmonths ~~our~~ended ~~financial~~June ~~condition~~30, ~~and~~2018, ~~results~~we ofhad ~~operations~~revenues ~~should~~of be$ ~~read~~747,478, inas ~~conjunction~~compared with revenues of $2,509,693 in the ~~financial~~six ~~statements~~months ~~and~~ended ~~notes~~June ~~thereto~~30, 2017, and ~~the~~we ~~other~~recorded ~~financial~~a ~~information~~net ~~included~~loss ~~elsewhere~~of $345,028 in ~~this~~2018, ~~report~~as compared with a net loss of $488,696 for 2017. ~~Certain~~The decrease ~~statements~~in ~~contained~~the net loss for the six months ended June 30, 2018 was principally due to a decrease in ~~this~~total costs and expenses ~~report~~of $843,738 ~~including~~in 2018, ~~without~~as ~~limitation~~compared with $2,573,195 ~~statements~~in ~~containing~~2017, ~~the~~and ~~words~~a ~~“believes~~decrease in interest expense from $646,”694 ~~“anticipates~~in 2017,” ~~“expects”~~to ~~and~~$165,137 ~~words~~in 2018, of ~~similar~~which ~~import~~approximately $36,644 ~~constitute~~was ~~“forward~~amortization ~~looking~~of ~~statements”~~the ~~within~~beneficial ~~the~~conversion ~~meaning~~feature of ~~the~~outstanding ~~Private Securities~~debt, ~~Litigation~~offset ~~Reform~~by ~~Act~~decreases in revenues of ~~1995~~$1,762,215 in 2018. ~~Such~~In ~~forward-looking~~the ~~statements~~six ~~involve~~months ~~known~~ended ~~and~~June ~~unknown~~30, ~~risks~~2018, ~~and~~cost ~~uncertainties.~~of ~~Our~~revenue ~~actual~~related ~~results~~to ~~may~~management ~~differ~~fees ~~materially~~was ~~from~~$556,956 ~~those~~and ~~anticipated~~$-0- inof ~~these~~related ~~forward-looking~~party ~~statements~~fees, as acompared ~~result~~with of$1,782,089 ~~certain~~and ~~factors~~$427,543 ~~including~~in ~~our~~2017. General and ~~ability~~administrative toexpense ~~create,~~was ~~sustain~~$286,782 ~~manage~~in or2018, ~~forecast~~as ~~our~~compared ~~growth;~~with ~~our~~general ~~ability to attract~~ and ~~retain~~administrative ~~key~~expense ~~personnel;~~in ~~changes~~2017 inof ~~our~~$363,563 ~~business~~which ~~strategy~~reflects oramortization ~~development~~of ~~plans;~~warrant ~~competition;~~expense ~~business~~in ~~disruptions;~~2018 ~~adverse~~of ~~publicity; and international~~$16,500 ~~national~~as ~~and~~compared ~~local~~to ~~general economic~~$155,500 ~~and~~in ~~market conditions~~2017.

~~Organization~~ 12

~~Disclosure~~LIQUIDITY ~~regarding~~AND ~~forward-looking~~FINANCIAL ~~statements~~RESOURCES

~~Throughout~~At ~~this~~June ~~report~~30, ~~we make statements that may be deemed “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933~~2018, aswe ~~amended,~~had ~~and~~a ~~Section~~working ~~21E~~capital ofdeficiency ~~the Securities Exchange Act~~ of ~~1934,~~approximately as$2.7 ~~amended~~million. ~~All~~At ~~statements, other~~June ~~than statements of historical facts~~30, ~~that address activities~~2018, ~~events,~~we ~~outcomes~~had ~~and~~total ~~other~~assets ~~matters~~of ~~that the Company plans,~~approximately ~~expects,~~$ ~~intends~~166, ~~assumes~~622, ~~believes,~~including ~~budgets~~$4,316 ~~predicts,~~of ~~forecasts,~~cash. ~~projects,~~Net ~~estimates~~cash orused ~~anticipates~~in ~~(and~~operating ~~other~~activities ~~similar expressions) will, should or may occur~~ in the ~~future~~six ~~are~~months ~~forward-looking~~ended ~~statements.~~June ~~These~~30, ~~forward-looking~~2018 ~~statements~~was ~~are based on management’s~~approximately ~~current~~$409; ~~belief,~~net ~~based~~cash onused ~~currently~~in ~~available~~investing ~~information,~~activities aswas toapproximately ~~the~~$-0-; ~~outcome~~ and ~~timing~~$77,500 of ~~future events. When considering forward~~short-~~looking statements,~~term ~~you~~debt ~~should~~was ~~keep~~received in ~~mind~~2018, ~~the~~offset by ~~risk~~$11,000 ~~factors~~of ~~and other cautionary statements in this report~~repayments.

~~General~~Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. In the six months ended June 30, 2018, we generated revenues of $ 747,478, incurred total operating expenses of $843,738 and had a net loss of $345,028. As of June 30, 2018, we had $4,316 of cash on hand to fund operations. There is no assurance that we will operate profitably in the future.

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

~~The~~In ~~Company~~April ~~was~~2017, ~~incorporated in~~ the ~~State~~Company ofissued ~~Nevada~~a onconvertible ~~September~~note 3,to ~~2003,~~Roy ~~under~~Meadows ~~the~~and ~~name~~received ~~Beverly~~proceeds ~~Hills~~of ~~Film Studios~~$125, ~~Inc~~000. ~~and~~The ~~changed its~~note ~~name~~is toconvertible ~~Emerging~~into common ~~Media~~stock ~~Holdings,~~at ~~Inc.~~a onconversion ~~September~~price ~~28,~~of ~~2006~~$0.10 Onper ~~September~~share. ~~30,~~In ~~2006,~~connection wewith ~~acquired~~the IMconvertible ~~“Media Alianta” SRL~~note, the ~~100%~~Company ~~owner~~also ofissued SAMeadows a ~~“Analiticmedia~~5-~~Grup”,~~year ~~both~~common ~~Moldovan~~stock ~~companies~~purchase ~~(“AMG”),~~warrant ~~and~~to onpurchase ~~May 2~~250,000 ~~2008~~shares ~~“TNT-Bravo” channel-ICS~~of ~~“Media~~common ~~Top~~stock ~~Prim”~~at ~~SRL,~~an ~~the~~exercise ~~exclusive~~price ~~operator in Moldova~~ of ~~Russian~~$0.16 ~~channel~~per ~~TNT programs owned by Gazprom Media~~share.

WeAs ~~changed~~of June 19, 2017, the ~~focus~~Company ofrenewed ~~our~~three ~~business~~promissory ~~and~~notes ~~disposed~~with ofthe ~~three~~holder, ofRoy ~~our~~Meadows ~~Moldova~~(the ~~media~~“Holder”), ~~subsidiaries~~such onthat: (a) ~~February~~the 10Note dated April 28, ~~2011.~~2015 Onwith ~~December~~a 29Maturity Date of April 28, 2017 (“April 2015 Note”), was renewed to April ~~2011~~28, we2018; ~~completed~~(b) the ~~sale~~Note dated June 8, 2015 with a Maturity Date of ~~our~~April ~~remaining~~28, ~~Moldova~~2017 ~~media~~(“June ~~subsidiaries~~2015 ~~and~~Note”), ~~acquired~~was ~~rights~~renewed to June ~~technologies~~8, 2018; and ~~practices~~(c) ~~pursuant to~~the anNote ~~October~~dated 5June 13, ~~2010~~2016 ~~License~~with ~~Agreement~~a ~~for~~Maturity ~~operating~~Date ~~technologies~~of ~~and~~June ~~processes~~13, ~~services~~2017 ~~related~~(“June to2016 ~~men’s~~Note”), ~~health~~was ~~within~~renewed to June 13, 2018 (The “Renewals”). The Renewal Fees were 10% of the ~~territory~~outstanding balance of each Note: $34,496 for the ~~continental~~April ~~United~~2015 ~~States~~Note, $34,442.23 Onfor ~~February~~the 2June 2015 Note and $27,978.16 ~~2012~~for the June 2016 Note. In connection with the Renewals, each weNote’s ~~acquired~~Renewal Fee was added to the ~~full~~outstanding ~~assignment~~balance of ~~rights~~the torespective ~~this~~Note ~~License Agreement~~as of its Maturity Date. ~~Effective~~As ~~July~~of 31June 30, ~~2012~~2018, the ~~name~~balance ofdue ~~our~~the ~~Company~~Holder ~~was~~for ~~changed~~the ~~from~~April ~~Emerging~~2017 ~~Media~~Note ~~Holdings~~was $379,456; ~~Inc.~~the tobalance ~~Lifestyle~~on ~~Medical~~the June 2015 Note was $378,864; and ~~Network~~the ~~Inc~~balance on the June 2016 Note $307,760.

~~Medical~~In ~~Management~~connection ~~Agreements~~ with ~~Houston~~the ~~Medical~~Renewals, ~~Facilities~~a five-year common stock purchase warrant to purchase 969,164 shares of common stock of the Company, at an exercise price of $.025 per share, was issued to the Holder of the Notes.

~~The~~We ~~operations~~are ofnegotiating ~~the~~a ~~MED-CURE~~forbearance ~~and~~agreement ~~Total~~with ~~Care~~the ~~clinics~~Holder infor ~~Houston,~~the ~~Texas,~~total ~~were~~amount ~~acquired~~of inprincipal ~~2015~~ and ~~2016~~accrued byinterest ~~Dr.~~of ~~Ronald Moomaw~~$1,799,342 ~~a former~~due ~~director~~on of the ~~Company~~Notes ~~and~~as ~~a licensed physician in the State~~ of ~~Texas.~~June ~~The Company~~30, ~~through its subsidiary Lifestyle Texas Medical Management~~2018, ~~LLC,~~which ~~had~~would ~~provided~~toll ~~scheduling, marketing and advertising, office space, equipment, supplies and other management services to these clinics and in return for a percentage of~~ the ~~gross~~accrual ~~revenues~~ of ~~each~~interest ofunder the ~~practice~~Notes ~~groups. The MED-CURE~~ and ~~Total~~extend ~~Care clinics~~the ~~terminated~~maturity ~~operations in late 2016~~dates. ~~In connection with the cessation of operations of these clinics~~However, ~~the Company incurred~~ athere ~~bad~~is ~~debt~~no ~~expense~~assurance ~~write-off~~that ofwe ~~$1,371,475~~will asbe atable ~~December~~to ~~31,~~complete ~~2016, representing the aggregate of our investments in~~ these ~~clinics and~~negotiations ~~clinic~~on ~~debt~~terms satisfactory to usthe ~~as of that date~~Company.

12There 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.

~~Current~~Off ~~Operations~~Balance Sheet Arrangements

AsWe ofdo ~~the~~not ~~date~~currently ofhave ~~this~~any ~~report,~~off-balance wesheet ~~are~~arrangements ~~focusing~~falling ~~our~~within ~~efforts,~~the ~~through~~definition ~~our~~of ~~consulting~~Item ~~subsidiaries,~~303(c) Lifestyle Texas Medical Management LLC and Lifestyle Florida Medical Management LLC, on providing administrative support and practice management services to healthcare providers. The services package is tailored to a practice group’s specific needs. Practices can select from menu of ~~business solutions~~Regulation including billing, HR/PEO, accounting and consulting, computer technical support, compliance, and administrative functions including, but not limited to, equipment selection, budgeting, and staffing recruitmentS-B.

~~Critical Accounting Policies and Estimates~~Inflation

~~The~~To ~~discussion~~date ~~and~~inflation ~~analysis~~has ofnot ~~our~~had ~~plan~~a ofmaterial ~~operations~~impact ison ~~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~~.

~~The~~ITEM ~~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, 2016~~3. ~~There~~Quantitative ~~were no significant changes to these accounting policies during the nine months ended September 30, 2017,~~ and ~~the~~Qualitative ~~Company~~Disclosures ~~does~~About ~~not~~Market ~~expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements~~Risk.

~~RESULTS~~Not ~~OF OPERATIONS~~applicable.

~~NINE~~ITEM ~~MONTHS~~4. ~~ENDED~~Controls ~~SEPTEMBER~~and ~~30, 2017 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2016~~Procedures.

~~During~~As of June 30, 2018, the ~~nine~~end ~~months~~of ~~ended~~the ~~September~~period 30covered by this quarterly report, ~~2017~~the Chief Executive and Chief Financial Officer of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, weas ~~had~~amended ~~revenues~~(the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of $3an 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,~~514~~ processed,~~598~~ summarized and reported, aswithin ~~compared~~the ~~with~~time ~~revenues~~periods ofspecified 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.

~~$1,140,339~~Based inon ~~the~~this ~~nine months ended September 30~~evaluation, ~~2016, and we recorded a net loss of $970,393 in 2017, as compared with a net loss of $483,217for 2016. The higher loss in the nine months ended September 30, 2017 was principally~~ due to anthe ~~increase~~lack ~~in total costs and expenses~~ of ~~$3,926,880~~segregation ~~in 2017, as compared with $1,223,314 in 2016, and an increase in interest expense from $363,545 in 2016, to $779,611 in 2017,~~ of ~~which approximately $505~~duties,~~000~~ ~~was amortization of~~ the ~~beneficial~~Certifying ~~conversion~~Officer ~~feature~~has ofconcluded ~~outstanding~~that ~~debt,~~the ~~offset~~Company’s bydisclosure ~~increases~~controls ~~in revenues during the comparable period in 2017~~ and ~~gain~~procedures onwere ~~the~~not ~~extinguishment~~effective offor ~~debt of $221,500 in 2017. In~~ the ~~nine~~ ~~months~~quarter ended ~~September~~June 30, ~~2017~~2018, ~~cost of revenue related~~ to ~~management~~ensure ~~fees~~that ~~was~~material ~~$2,667,906~~information ~~and~~is ~~$502~~recorded,~~995 of related party~~ ~~fees~~processed, assummarized ~~compared~~and ~~with~~reported ~~$507,220~~by inmanagement ~~2016, and~~ of ~~cost of revenue related to rental income was $203,682 in 2016, for which~~ the ~~2017 amount~~Company ~~was~~on ~~$-0-.~~a ~~The~~timely ~~higher~~basis ~~cost of revenue related~~ to ~~rental~~comply ~~income~~with inthe ~~2016~~Company’s ~~was due to commencement of medical consulting operations~~disclosure inobligations ~~Houston~~under inthe ~~April~~Exchange ~~2015.~~Act, ~~General~~ and ~~administrative~~the ~~expense~~rules ~~was~~and ~~$745,979~~regulations inpromulgated ~~2017,~~thereunder. asWe ~~compared~~have ~~with~~relied ~~general~~heavily ~~and~~on ~~administrative~~entity or ~~expense~~management inreview ~~2016~~controls ofto ~~$512,412~~lessen ~~which~~the ~~reflects~~inherent ~~amortization~~issue of ~~warrant~~segregation ~~expense in 2017~~ of ~~$399,250~~duties ~~as compared to $47,389~~ in ~~2016, offset~~a bysmall ~~higher operating costs associated with management of the MED-CURE clinic operations in 2016~~company.

~~THREE~~Further, ~~MONTHS~~there ~~ENDED~~were ~~SEPTEMBER~~no ~~30,~~changes in the Company’s internal control over financial reporting during the fourth fiscal quarter of our 2017 ~~COMPARED~~fiscal TOyear ~~THE~~that ~~THREE~~have ~~MONTHS~~materially ~~ENDED~~affected, ~~SEPTEMBER~~or 30are reasonably likely to materially affect, ~~2016~~the Company’s internal control over financial reporting.

~~During~~PART the three months ended September 30, 2017, we had revenues of $1,004,905, as compared with revenues of $532,839 in the three months ended September 30, 2016, and we recorded a net loss of $481,697 in 2017, as compared with a net loss of $1,638 for 2016. The higher loss in the three months ended September 30, 2017 was principally due to an increase in total costs and expenses of $1,353,785 in 2017, as compared with $373,405 in 2016, offset by an increase in revenues during the comparable period in 2017. In the three months ended September 30, 2017, cost of revenue related to management fees was $895,817 and $75,452 of related party fees, as compared with $202,613 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. General and administrative expense was $382,416 in 2017, as compared with general and administrative expense in 2016 of $102,898, which reflects higher amortization of warrants in 2017. II

13Other Information

~~LIQUIDITY~~ITEM ~~AND~~1. ~~FINANCIAL~~LEGAL ~~RESOURCES~~PROCEEDINGS.

AtOn ~~September~~June 3019, ~~2017~~2019, wethe ~~had~~Company’s Texas operating subsidiaries, Lifestyle Texas Management and Services, LLC and Lifestyle Texas Medical Management, LLC, and Christopher Smith, our Chief Executive Officer (collectively, “Plaintiffs”), filed a lawsuit ~~working~~in ~~capital~~the ~~deficiency~~District Courts of ~~approximately~~Harris ~~$1.9~~County, ~~million.~~Texas, Atagainst ~~September~~Aventus 30Health, ~~2017~~LLC, weand ~~had~~seven ~~total~~related ~~assets~~companies and three individuals associated with these companies, that transacted business with Plaintiffs in Texas (collectively, “Defendants”). The lawsuit seeks damages of ~~approximately~~amounts owing by Defendants of $~~$696~~464,~~000~~040 in unpaid invoices, and additional damages including attorney’s fees, expert fees and the costs of litigation that are anticipated to be in excess of $46250,~~327~~000.00 through the time of ~~cash~~trial, due to numerous false and material misrepresentations by Defendants to Plaintiffs with the intent that these misrepresentations be relied upon and made with no intention of fulfilling their contractual duties to compensate Plaintiffs as per agreements between the parties. ~~Net~~Defendants’ ~~cash~~misrepresentations ~~used~~to inPlaintiffs ~~operating~~are ~~activities~~stated in the ~~nine~~lawsuit ~~months~~to ~~ended~~include ~~September~~but are not limited to misrepresentations ~~30,~~concerning ~~2017~~payment ~~was~~for ~~approximately~~management ~~$107~~services of Plaintiffs. On September 11,~~000;~~ ~~net~~2019, ~~cash~~Defendants ~~used~~removed inthe ~~investing~~lawsuit ~~activities~~to ~~was~~the ~~approximately~~U.S. $3District Courts for the Southern District of Texas,~~500~~ Houston Division; ~~and~~however, ~~$155~~on September 18,~~000~~ of2019, ~~short-term~~Plaintiffs and Defendants filed a ~~debt~~joint ~~was~~motion ~~received~~to inremand ~~2017~~the lawsuit back to the District Courts of Harris County, ~~offset~~Texas, byas ~~$55~~the U.S. District Courts did not have jurisdiction over the lawsuit. On September 23,~~000~~ 2019, the motion was granted and the lawsuit was remanded back to the District Courts of ~~repayments~~Harris County, Texas. It is anticipated that it may take 12 to 18 months to fully litigate the lawsuit.

Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. In the nine months ended September 30, 2016, we generated revenues of $3,514,598, incurred total operating expenses of $3,926,880 and had a net loss of $970,393. As of September 30, 2017, we had $46,327 of cash on hand to fund operations. There is no assurance that we will operate profitably in the future. 14

~~The~~ITEM ~~Company has financed its operations in part with issuances of convertible debt to private investors~~6. EXHIBITS

On April 1, 2016, the Company issued a secured $275,000 promissory note to Emile Fares, MD, (“Farris”) in 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. The note is secured by all collections received by Lifestyle Texas Medical Management LLC pursuant 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, and the Company paid down the note by an additional $10,000 in April 2017.

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

OnCopies ~~August 24, 2016, the Company borrowed $50,000 from Daniel Hagen. The loan is at an interest rate~~ of ~~8%, is due August 24, 2018, and is convertible into common stock at an exercise price of $.06 per share. The fair value of~~ the ~~Company’s~~following ~~common~~documents ~~stock on~~are ~~the~~included ~~date of funding of the loan resulted in a beneficial conversion feature of $7,488, which was recorded~~ as aexhibits ~~debt~~to ~~discount over~~this ~~the~~report ~~life~~pursuant ofto ~~the~~Item ~~loan.~~601 ~~The debt discount as~~ of ~~September~~Regulation ~~30, 2017 was~~S-K.

$-0-.

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

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. 15

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. As of September 30, 2017, the balance due the Holder for the April 2017 Note was $379,456; the balance on the June 2015 Note was $378,864; and the balance on the June 2016 Note $307,760.SIGNATURES

InPursuant ~~connection~~to ~~with~~ the ~~Renewals,~~requirements aof ~~five-year~~Section ~~common~~13 ~~stock~~or ~~purchase~~15(d) ~~warrant~~of tothe ~~purchase~~Securities ~~969,164~~Exchange ~~shares~~Act of ~~common~~1934, ~~stock of~~ the ~~Company, at~~Registrant anhas ~~exercise~~duly ~~price~~caused ofthis ~~$.025~~report to ~~per~~be ~~share,~~signed ~~was~~on ~~issued~~its tobehalf by the ~~Holder~~undersigned, ofthereunto ~~the~~duly ~~Notes~~authorized.

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.

	LIFESTYLE MEDICAL NETWORK INC. (Registrant)

Date: October 31, 2019	By:	/s/ Christopher Smith
		Christopher Smith, Chief Executive Officer and Principal Financial Officer

1416

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 30, 2017, the end of the period covered by this quarterly report, the Chief Executive and Chief Financial Officer of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures. 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, due to the lack of segregation of duties, the Certifying Officer has concluded that the Company’s disclosure controls and procedures were not effective for the quarter ended September 30, 2017, to ensure that material information is recorded, processed, summarized and 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 thereunder. We have relied heavily on entity or management review controls to lessen the inherent issue of segregation of duties in a small company.

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

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
July 17, 2017	Common Stock Purchase Warrant to purchase 250,000 shares of common stock at an exercise price of $.10 per share, expiring July 1, 2022, issued for accounting services rendered.	Director	NA	$-0-/NA
July 17, 2017	Common Stock Purchase Warrant to purchase 1,500,000 shares of common stock at an exercise price of $.10 per share, expiring July 1, 2022.	Management Consultant.	NA	$-0-/NA
September 15, 2017	250,000 shares of Common Stock	Management Consultant.	NA	$57,500 /NA

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.

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 14, 2017	By:	/s/ Christopher Smith
		Christopher Smith, Chief Executive Officer and Principal Financial Officer

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