LIFESTYLE MEDICAL NETWORK, INC. - FORM 10-K

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EX-32 - CERTIFICATION - LIFESTYLE MEDICAL NETWORK, INC.	f10k2015ex32_lifestylemed.htm
EX-31 - CERTIFICATION - LIFESTYLE MEDICAL NETWORK, INC.	f10k2015ex31_lifestylemed.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2015

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

For the transition period from __________ to __________

Commission File No. 000-52408

LIFESTYLE MEDICAL NETWORK INC.

(Exact name of Registrant as Specified in Its Charter)

Nevada		90-0821766
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

121 South Orange Ave., Suite 1500, Orlando, FL		32801
(Address of principal executive offices)		(Zip Code)

Issuer's Telephone Number, Including Area Code: (407) 514-1260

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by checkmark if the registrant is not required to file reports to Section 13 or 15(d)Of the Act. ☐ Yes ☒ No

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant 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, or a smaller reporting company. (Check One):

Large accelerated filer ☐	Accelerated filer ☐

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $3,777,686.

Number of shares of Common Stock issued and outstanding as of May 16, 2016: 33,658,257 shares.

TABLE OF CONTENTS

PART I	1
Item 1. Business.	1
Item 1A. Risk Factors.	5
Item 1B. Unresolved Staff Comments.	10
Item 2. Properties.	10
Item 3. Legal Proceedings.	10
Item 4. Mine Safety Disclosures.	10
PART II	11
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	11
Item 6. Selected Financial Data.	11
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	14
Item 8. Financial Statements and Supplementary Data.	15
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	16
Item 9A. Controls and Procedures.	16
Item 9B. Other Information.	16
PART III	17
Item 10. Directors, Executive Officers, and Corporate Governance.	17
Item 11. Executive Compensation.	20
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	22
Item 13. Certain Relationships and Related Transactions, and Director Independence.	24
Item 14. Principal Accountant Fees and Services	25
PART IV	26
Item 15. Exhibits and Financial Statement Schedules.	26
SIGNATURES	27

PART I

Item 1. Business.

General

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

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

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

Our Business

As of the date of this report, we are focusing our efforts, through our consulting subsidiaries, on contracting to provide management and professional consulting services, and licensing medical and health technologies, to healthcare companies. We also intend to evaluate commencing operation of a management service organization (MSO), which would provide administrative services to physician practices, and to open, operate and acquire medical and health clinics, if financing is available and the profile of the clinic’s services is consistent with the types of medical businesses we view as favorable for acquisition. We have not entered into any further agreements relating to any such new consulting or licensing arrangements, or in the acquisition of any medical or health clinic business.

Medical Management Agreements with Medical Facilities in Houston, Texas

Dr. Ronald Moomaw, a director of the Company and a licensed physician in the State of Texas, who had been assisting the Company in evaluating the acquisition by the Company of medical clinics in Houston, Texas, purchased, effective April 1, 2015, two medical professional associations, MED-CURE Primary Care Physicians, P.A. and MED-CURE Anti-Aging and Skin Care, P.A. (the “MED-CURE Companies”) that own six medical clinics. In view of the regulatory requirements associated with the operation of this type of medical practice, we believe that the ownership of the MED-CURE Companies by a licensed medical professional with the Company operating as an outside consultant is a preferred structure to that of purchasing the facilities directly.

The MED-CURE Companies between them operate six medical clinics in Houston, of which four are primary care clinics and two are skin care clinics. The MED-CURE Companies agreed effective April 1, 2015, to enter into management agreements with the Company, pursuant to which the Company, through its subsidiary Lifestyle Texas Medical Management, LLC (“Lifestyle Management”), will provide organizational development, accounting, human resources, computer technical support compliance, scheduling, marketing and advertising, office space, equipment supplies and other management services and will receive an agreed percentage of the gross revenues of the practice group, with adjustments designed to ensure that management fees do not exceed an agreed cap, or that monthly payments do not result in an event of default under the acquisition financing documents for the MED-CURE Companies. The leasing arrangements for the properties leased for the MED-CURE Companies’ clinics’ offices have been restructured, with our real estate subsidiary, Lifestyle Texas Real Estate, LLC, leasing the properties and then subleasing the properties back to the Med-Cure Companies.

Through our subsidiary, Regional Professional Alliance, Inc., a physician’s professional consulting company that provides professional medical consulting services to medical management companies related to matters affecting professional licensure and medical clinic compliance matters for the benefit of clinics managed by Lifestyle Management, we have entered into an agreement with Dr. Moomaw to provide services through Regional Professional Alliance for the benefit of Lifestyle Management related to oversight and professional medical services coordination of the managed clinics which have entered into management services agreements with Lifestyle Management. Through Lifestyle Texas Licensing, LLC (“Lifestyle Licensing”), the Company plans to sublicense to the MED-CURE Companies the non-exclusive right to use, and to sublicense the use of, certain patents, trademarks, trade names, service marks, logos, slogans, trade dress, commercial symbols, operational systems, and other intellectual property rights, in connection with operating and managing medical clinics that provide medical services and/or products of a distinctive character and quality, in particular relating to men’s health and weight management.

Recent Developments

Dr. Moomaw on April 21, 2016, acquired an additional clinic in Houston, Texas, which clinic is now operated under the name RCM Total Care Medical PA, PLLC, and has in addition integrated the operations of two other clinics with those of the MED-CURE Companies. The Total Care Clinic and the additional two clinics are managed by Lifestyle Management, pursuant to a management agreements between the Management Company and the clinics for the provision of administrative and business services by the Management Company for the physician practices of the clinics. The clinics will enter into a license agreements with Lifestyle Licensing, for the license of specified protocols and procedures for application in their respective medical practices.

Facilities We Manage and Services Provided

The nine Houston, Texas, medical clinics that we advise on operations through management and professional medical consulting agreements are all walk-in family practice clinics, but do not provide any obstetrics. Each is staffed by either a Doctor of Medicine (M.D.), that is normally board certified in either Family Medicine or Internal Medicine, a Physicians' Assistant (P.A. or P.A.-C) or a Nurse Practitioner. The medical clinics provide a wide range of family health care, including the routine diagnosis and treatment and management of flu, sore throats, diabetes, high blood pressure, etc. as well as pediatric care, gynecology, screenings of various types, specialist referrals, physical exams for life, school, work, immigration, etc. The medical clinics are also equipped to handle minor emergencies such as fractures, cuts and back injuries and to provide physical therapy. Two popular services are weight control and corporate medical services such as industrial medicine and work injuries, drug and alcohol screening. The medical clinics each have an x-ray machine and processor, and lab facilities on premises capable of some blood tests, urinalysis, microscopic examination and EKG. The clinics accept most insurance plans, PPOs, HMOs, Medicaid and Medicare, Workers' Compensation and Personal Injury I Accidents with appropriate Letter of Protection.

Our director who purchased the clinics, Dr. Ronald Moomaw, has a wealth of knowledge in medical operations and management including serving as the chief psychiatrist for the state of Ohio Department of Rehabilitation and Correction for eight years, where his responsibilities included oversight of all psychiatrists, psychologists, nurses, social workers and other mental health care providers that provide services to 32 institutions, 51,000 inmates and a $11 million budget for psychiatric medication. In fiscal year 2007-2008 he instituted changes that saved the state over one million dollars without decreasing services. Dr. Moomaw, who is based in Houston, would work closely with the Company with respect to the Company’s implementation of its responsibilities under the management and professional medical consulting agreements.

Management believes we can improve efficiencies and increase operating margins for medical and health clinics by utilizing our management’s expertise and experience within existing programs and their expertise in improving performance at underperforming facilities, and that the efficiencies can be realized by investing in growth in strong markets, addressing capital-constrained facilities that have underperformed and improving management systems. If we acquire additional consulting and licensing clients, the additional facilities would give us an opportunity to develop a marketing strategy in many markets which should help us increase the geographic footprint from which our existing facilities attract patients and referrals.

Additionally, we are looking to expand the types of medical and health therapeutic technologies to which we have rights, and which we are able to license to medical and health clinics that we manage.

We plan to seek to increase revenue at our current client facilities by providing a broader range of services to new and existing patients and clients.

License Agreement

The License Agreement, under which our wholly-owned subsidiary, Elite Professional IP Licensing, LLC, is the licensee, provides for the license of the Licensed Rights, consisting generally of medical services, operational systems, manuals, certain names and logo designs and other intellectual property in connection with the operation of medical clinics that provide services related to men’s health within the territory of the continental United States. The License Agreement provides for a fee of 4% of gross receipts of us as Licensee, payable quarterly. The term of the License Agreement is for twenty (20) years from the effective date, October 5, 2010.

Competition

The healthcare industry, including the market for outpatient clinic facilities, is competitive. There is competition from other medical and health clinics and individual practitioners in the market areas for the clinics we manage and license, as well as generally from medical practices and hospitals. Competitors may have existing relationships with the medical community which may be superior to ours or to those of our clinics.

Governmental Regulation

The healthcare industry is subject to numerous laws, regulations and rules including, among others, those related to government healthcare program participation requirements, various licensure and accreditation standards, reimbursement for patient services, health information privacy and security rules, and government healthcare program fraud and abuse provisions. Providers that are found to have violated any of these laws and regulations may be excluded from participating in government healthcare programs, subjected to significant fines or penalties and/or required to repay amounts received from the government for previously billed patient services.

Prohibition Against Practice of Medicine

The establishment, marketing and operation of medical and health clinics are subject to laws prohibiting the practice of medicine by non-physicians and the rebate or division of fees between physicians and non-physicians. They also limit the manner in which patients may be solicited. We believe our plan to provide management and professional medical consulting services to medical facilities will not result in the Company being considered as engaged in the practice of medicine. There can be no assurance, however, that state authorities or courts will not determine in the future that we are engaged in the unauthorized practice of medicine. Such a determination could have a materially adverse effect upon the Company and would prohibit us from continuing our current advisory services to medical and health clinics.

Licensing and Certification

All of the healthcare facilities that we advise must comply with various federal, state and local licensing and certification regulations and undergo periodic inspection by licensing agencies to certify compliance with such regulations. The initial and continued licensure of these facilities and certification to participate in government healthcare programs depends upon many factors including various state licensure regulations relating to quality of care, environment of care, equipment, services, staff training, personnel and the existence of adequate policies, procedures and controls.

Audits

Government healthcare program participating healthcare facilities are subject to federal and state audits to validate the accuracy of claims submitted to the government healthcare programs. If these audits identify overpayments, facilities that we advise as manager could be required to make substantial repayments, subject to various administrative appeal rights..

Federal False Claims Act and Other Fraud and Abuse Provisions

The Social Security Act also imposes criminal and civil penalties for submitting false claims to the government healthcare programs. Violations of the federal False Claims Act are punishable by fines of up to three times the actual damages sustained by the government, plus mandatory civil penalties. Whistleblower provisions allow private individuals to bring actions on behalf of the government by alleging that the defendant has defrauded the federal government. Further, a number of states have adopted their own false claims provisions as well as their own whistleblower provisions whereby a private party may file a civil lawsuit on behalf of the state. Further, the Health Insurance Portability and Accountability Act (“HIPAA”) broadened the scope of the fraud and abuse laws by adding several criminal provisions for healthcare fraud offenses that apply to all health benefit programs, whether or not payments under such programs are paid pursuant to federal programs. HIPAA also introduced enforcement mechanisms to prevent fraud and abuse under Medicare. There are civil penalties for prohibited conduct, including, but not limited to, billing for medically unnecessary products or services.

HIPAA Administrative Simplification and Privacy and Security Requirements

The administrative simplification provisions of HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, require the use of uniform electronic data transmission standards for healthcare claims and payment transactions submitted or received electronically. These provisions are intended to encourage electronic commerce in the healthcare industry. HIPAA also established federal rules protecting the privacy and security of individually identifiable patient health information. The privacy and security regulations control the use and disclosure of patient health information and the rights of patients to understand and control how such patient health information is used and disclosed. Violations of HIPAA can result in both criminal and civil fines and penalties. The HIPAA security regulations require healthcare providers to implement administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of patient health information.

Patient Protection and Affordable Care Act

On March 23, 2010, President Obama signed into law the Patient Protection and Affordable Care Act (the “ACA”). The Healthcare and Education Reconciliation Act of 2010 (the “Reconciliation Act”), which contains a number of amendments to the PPACA, was signed into law on March 30, 2010. Two primary goals of the ACA, combined with the Reconciliation Act (collectively referred to as the “Health Reform Legislation”), are to provide for increased access to coverage for healthcare and to reduce healthcare-related expenses.

The Health Reform Legislation expands coverage of uninsured individuals and provides for significant reductions in the growth of Medicare program payments, material decreases in Medicare and Medicaid disproportionate share hospital payments, and the establishment of programs where reimbursement is tied in part to patient outcomes. Based on Congressional Budget Office estimates, the Health Reform Legislation, as enacted, is expected to expand health insurance coverage to approximately 32 to 34 million additional individuals through a combination of public program expansion and private sector health insurance reforms.

Risk Management and Insurance

The clinics we manage could be subject to claims that their services have resulted in injury to patients or clients or other adverse effects. While management believes that the clinics we manage provide quality care to patients and clients in their facilities and that we materially comply with all applicable regulatory requirements, an adverse determination in a legal proceeding or government investigation could have a material adverse effect on the business, financial condition or results of operations of the clinics we manage.

Environmental Matters

The clinics to which we provide consulting services are subject to various federal, state and local environmental laws that: (i) regulate certain activities and operations that may have environmental or health and safety effects, such as the handling, storage, transportation, treatment and disposal of medical waste products generated at our facilities, the identification and warning of the presence of asbestos-containing materials in buildings, as well as the removal of such materials, the presence of other hazardous substances in the indoor environment, and protection of the environment and natural resources in connection with the development or construction of the facilities; (ii) impose liability for costs of cleaning up, and damages to natural resources from, past spills, waste disposals on and off-site, or other releases of hazardous materials or regulated substances; and (iii) regulate workplace safety. Some of the clinic facilities may generate infectious or other hazardous medical waste due to the illness or physical condition of our patients. The management of infectious medical waste is subject to regulation under various federal, state and local environmental laws, which establish management requirements for such waste. These requirements include record-keeping, notice and reporting obligations.

Insurance

The clinics with which we have management agreements maintain worker compensation insurance coverage on a claims-made basis and medical professional coverage. Coverage is maintained for general liability and auto claims, a general aggregate for particular classes of claims, and an umbrella policy limit of $5,000,000.

Employees

As of December 31, 2015, we employed seven persons, our Chief Executive Officer, and six staff persons in Houston, Texas.

Item 1A. Risk Factors.

In addition to the other information set forth elsewhere in this annual report, you should carefully consider the following factors when evaluating us. An investment in the Company will be subject to risks inherent in our business. If any of the following risks actually occurs, our business, financial condition and results of future operations could suffer. In such case, the trading price of our shares could decline, and you could lose all or part of your investment.

General

WE HAVE RECENTLY ENTERED INTO AGREEMENTS PROVIDING MANAGEMENT SUPPORT FOR A LIMITED NUMBER OF CLINICS. WE WILL REQUIRE FINANCING TO PROCEED WITH OUR PLANNED PROGRAM TO ESTABLISH OR ACQUIRE HEALTHCARE FACILITIES AND TO EXPAND OUR MEDICAL MANAGEMENT CONSULTING PRACTICES IN THE HEALTHCARE INDUSTRY.

We have commenced providing management consulting services for the operations of six medical and health clinics through management agreements at present. We will require substantial additional financing to start up or to acquire one or more medical facility businesses, as well as additional capital to grow our consulting services businesses, and there is no assurance that such financing or additional capital will be available to us.

We operate in a highly competitive industry IN WHICH WE ARE A SMALL ENTERPRISE COMPARED TO OUR COMPETITORS, and competition may lead to declines in patient volumes in FACILITIES we manage and reductions in our management fees.

The healthcare industry, in which the Company is a very small factor, is highly competitive, and competition among healthcare providers (including hospitals) for patients, physicians and other healthcare professionals has intensified in recent years. Most of our competitors are much larger and better financed companies. If our competitors are better able to attract patients, recruit and retain physicians and other healthcare professionals, expand services or obtain favorable managed care contracts at their facilities, we may experience a decline in patient volume in our managed facilities and our results of operations may be adversely affected.

IF WE FAIL TO COMPLY WITH EXTENSIVE LAWS AND GOVERNMENT REGULATIONS GOVERNING THE OPERATION OF HEALTH CARE FACILITIES, WE OR FACILITIES TO WHICH WE PROVIDE MANAGEMENT SUPPORT COULD SUFFER PENALTIES OR BE REQUIRED TO MAKE SIGNIFICANT CHANGES TO OUR OPERATIONS.

The health care industry is required to comply with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things,

	●	licensure and certification;

	●	adequacy and quality of health care services;

	●	qualifications of health care and support personnel;

	●	quality of equipment;

	●	confidentiality, maintenance and security issues associated with medical records and claims processing;

	●	relationships with physicians and other referral sources;

	●	operating policies and procedures;

	●	addition of facilities and services; and

	●	billing for services.

FAILURE TO COMPLY WITH LAWS GOVERNING THE TRANSMISSION AND PRIVACY OF HEALTH INFORMATION COULD SUBJECT MANAGED CLINICS TO CIVIL AND CRIMINAL PENALTIES.

The Health Insurance Portability and Accountability Act of 1996 (HIPAA) requires medical facilities to comply with standards for the exchange of health information within our company and with third parties, such as payors, business associates and patients. These include standards for common health care transactions, such as:

	●	claims information, plan eligibility, payment information and the use of electronic signatures;

	●	unique identifiers for providers, employers, health plans and individuals; and

	●	security, privacy and enforcement.

The Department of Health and Human Services has released final rules to implement a number of these requirements, and several HIPAA initiatives have become effective, including privacy protections, transaction standards, and security standards. If facilities we manage fail to comply with these standards, they could be subject to criminal penalties and civil sanctions.

HEALTH CARE FACILITIES MAY BE SUBJECT TO SANCTIONS AND PENALTIES IF THEIR OPERATIONS FAIL TO COMPLY WITH OCCUPATIONAL HEALTH AND SAFETY REGULATIONS.

Health care facilities are subject to a wide variety of federal, state and local occupational health and safety laws and regulations. The types of regulatory requirements faced by health care providers such as us include:

	●	air and water quality control requirements;

	●	occupational health and safety requirements (such as standards regarding blood-borne pathogens and ergonomics) and waste management requirements;

	●	specific regulatory requirements applicable to radioactive substances;

	●	requirements for providing notice to employees and members of the public about hazardous materials; and wastes; and

	●	certain other requirements.

Failure to comply with these standards may result in sanctions and penalties.

HEALTH CARE facilities may be subject to liabilities from claims brought against them.

Facilities for which we provide management and professional medical consulting services are subject to medical malpractice lawsuits and other legal actions in the ordinary course of business. Some of these actions may involve large claims, as well as significant defense costs. We cannot predict the outcome of these lawsuits or the effect that findings in such lawsuits may have on us as manager. All professional and general liability insurance purchased is subject to policy limitations. If such policy limitations should be partially or fully exhausted in the future, or payments of claims exceed our estimates or are not covered by our insurance, it could have a material adverse effect on our business, financial condition or results of operations.

the revenues and results of our CONsulting operations AS MANAGER will be significantly affected by payments received BY MANAGED FACILITIES from the government and third-party payors.

A significant portion of the revenues of the clinics for which we provide consulting services is from government healthcare programs, principally Medicare and Medicaid. Changes in these government programs in recent years have resulted in limitations on reimbursement and, in some cases, reduced levels of reimbursement for healthcare services. Payments from federal and state government healthcare programs are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review, and federal and state funding restrictions, all of which could materially increase or decrease program payments, as well as affect the cost of providing service to patients and the timing of payments to facilities. If the rates paid or the scope of services covered by government payors are reduced, there could be a material adverse effect on our business, financial condition and results of operations.

A worsening of the economic and employment conditions in the United States could materially affect the business and future results of operations of facilities providing HEALTH CARE services.

During periods of high unemployment, governmental entities often experience budget deficits as a result of increased costs and lower than expected tax collections. These budget deficits at the federal, state and local levels have decreased, and may continue to decrease, spending for health and human service programs, including Medicare and Medicaid, which are significant payor sources for medical facilities. This may result in our inability to access the capital markets on acceptable terms at a time when we would like, or need, access to those markets, which could have a negative impact on our growth plans.

If we fail to comply with extensive laws and government regulations, our MANAGED clinics could suffer penalties or be required to make significant changes to their operations.

The medical industry is required to comply with extensive and complex laws and regulations at the federal, state and local government levels relating to, among other things: billing practices and prices for services; relationships with physicians and other referral sources; necessity and quality of medical care; condition and adequacy of facilities; qualifications of medical and support personnel; confidentiality, maintenance and security issues associated with health-related information and PHI; the screening, stabilization and/or transfer of patients who have emergency medical conditions; certification, licensure and accreditation of our facilities; operating policies and procedures; activities regarding competitors; and addition or expansion of facilities and services.

Among these laws are the Anti-Kickback Statute, the Stark Law, the federal False Claims Act and similar state laws. These laws, and particularly the Anti-Kickback Statute and the Stark Law, impact the relationships with physicians and other potential referral sources.

The construction and operation of healthcare facilities are subject to extensive federal, state and local regulation relating to, among other things, the adequacy of medical care, equipment, personnel, operating policies and procedures, fire prevention, rate-setting, compliance with building codes and environmental protection. Additionally, such facilities are subject to periodic inspection by government authorities to assure their continued compliance with these various standards. If we fail to adhere to these standards, we could be subject to monetary and operational penalties. If any of our managed healthcare facilities lose their accreditation or any of our new facilities fail to receive accreditation, such facilities could become ineligible to receive reimbursement under Medicare or Medicaid.

HEALTH CARE Facilities may be required to spend substantial amounts to comply with legislative and regulatory initiatives relating to privacy and security of patient health information.

There are currently numerous legislative and regulatory initiatives at the federal and state levels addressing patient privacy and information security concerns. In particular, federal regulations issued under HIPAA require facilities we manage to comply with standards to protect the privacy, security and integrity of protected health information. These regulations have imposed extensive administrative requirements, technical and physical information security requirements, restrictions on the use and disclosure of protected health information and related financial information and have provided patients with additional rights with respect to their health information. Compliance with these regulations requires substantial expenditures by facilities to which we provide management services, which could negatively impact our business, financial condition or results of operations.

Violations of the privacy and security regulations could subject our inpatient facilities to civil penalties for each violation of the privacy and security regulations as well as criminal penalties.

We are subject to uncertainties regarding recent health reform and budget legislation.

The Health Reform Legislation also contains provisions aimed at reducing fraud and abuse in healthcare. The Health Reform Legislation amends several existing laws, including the federal Anti-Kickback Statute and the False Claims Act, making it easier for government agencies and private plaintiffs to prevail in lawsuits brought against healthcare providers. Congress revised the intent requirement of the Anti-Kickback Statute to provide that a person is not required to “have actual knowledge or specific intent to commit a violation of the Anti-Kickback Statute in order to be found guilty of violating such law. The Health Reform Legislation also provides that any claims for items or services that violate the Anti-Kickback Statute are also considered false claims for purposes of the federal civil False Claims Act.

We cannot predict the impact the Health Reform Legislation may have on our proposed business, results of operations, cash flow, capital resources and liquidity, or whether facilities that we advise will be able to adapt successfully to the changes required by the Health Reform Legislation.

Our MANAgED facilities will face competition for staffing that may increase THEIR labor costs and reduce our profitability.

Our operations will depend on the efforts, abilities, and experience of our facilities’ management and medical support personnel, as well as of other professionals. These facilities compete with other healthcare providers in recruiting and retaining qualified personnel responsible for the daily operations of their business.

We depend heavily on key management personnel, and the departure of one or more of our key executives or a significant portion of our local facility management personnel could harm our business.

The expertise and efforts of Christopher Smith, our Chief Executive Officer, and of Dr. Ronald Moomaw, our principal medical director, are critical to the success of our business. The loss of the services of one or more of these executives or of a significant portion of the management personnel of managed facilities could significantly undermine our management expertise and our ability to provide efficient, quality healthcare services at our managed facilities, which could harm our business.

We could face risks associated with, or arising out of, environmental, health and safety laws and regulations.

Facilities for which we provide operational and medical consulting services are subject to various federal, state and local laws and regulations that:

	●	regulate certain activities and operations that may have environmental or health and safety effects, such as the generation, handling and disposal of medical wastes;

	●	impose liability for costs of cleaning up, and damages to natural resources from, past spills, waste disposals on and off-site, or other releases of hazardous materials or regulated substances; and

	●	regulate workplace safety.

Compliance with these laws and regulations could increase the costs of operation and result in the reduction of our management fees. Violation of these laws may subject our managed facilities to significant fines, penalties or disposal costs, which could negatively impact their results of operations, financial condition or cash flows.

Our acquisition strategy exposes us to a variety of operational and financial risks.

A principal element of our business strategy is to grow by increasing the number of facilities we manage or acquiring other companies and assets in the healthcare industry. Growth, especially rapid growth, through adding client facilities or acquisitions exposes us to a variety of operational and financial risks.

An increase in uninsured and underinsured patients or the deterioration in the collectability of the accounts of such patients could harm the results of operations of managed facilities and our revenues from management fees.

Collection of receivables from third-party payors and patients is critical to the operating performance of the facilities for which we provide consulting services. Our primary collection risks relate to uninsured patients and the portion of the bill that is the patient’s responsibility, which primarily includes co-payments and deductibles. If facilities we manage experience unexpected increases in the growth of uninsured and underinsured patients or in bad debt expenses, their results of operations will be harmed.

A cyber security incident involving managed facilities could cause a violation of HIPAA, breach of member privacy, or other negative impacts.

A cyber-attack that bypasses information technology security systems causing a security breach, loss of data subject to privacy laws, loss of proprietary business information, or a material disruption of our managed facilities’ business systems, could have a material adverse impact on the business, financial condition or results of operations of such facilities.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

The Company formerly leased its offices in Orlando, Florida. The lease expired during 2014. In connection with the transaction with the MED-CURE Companies, the Company entered into a lease agreement with the former owner of the MED-CURE Companies, pursuant to which the Company is leasing the premises occupied by the clinics operated by the MED-CURE Companies from their former owner, and subleasing these premises back to the clinics. Our medical consulting services are managed from the MED-CURE Companies’ offices. See “Item 13. Certain Relationships and Related Transactions, and Director Independence—Agreements with MED-CURE Companies” for details of these leasing arrangements.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

Our common stock is traded over-the-counter on OTC Markets Group under the symbol “LMNK”. The following table sets forth, for the periods indicated, the high and low bid prices ($) of our common stock (commencing our recapitalization), as reported in published financial sources. Quotations reflect inter-dealer prices, without retail mark-up, mark-down, commission, and may not represent actual transactions.

	High		Low
Fiscal Year Ended December 31, 2014
Quarter Ended March 31, 2014		0.15		0.03
Quarter Ended June 30, 2014		0.35		0.05
Quarter Ended September 30, 2014		0.23		0.05
Quarter Ended December 31, 2014		0.25		0.05
Fiscal Year Ended December 31, 2015
Quarter Ended March 31, 2015		0.095		0.03
Quarter Ended June 30, 2015		0.3		0.05
Quarter Ended September 30, 2015		1.61		0.25
Quarter Ended December 31, 2015		0.62		0.25

Holders

As of April 26, 2016, there were approximately 142 holders of record of our common stock.

Dividends

We do not anticipate paying cash dividends in the foreseeable future. Our current policy is to retain any earnings to finance our future development and growth. We may reconsider this policy from time to time in light of conditions then existing, including our earnings performance, financial condition and capital requirements. Any future determination to pay cash dividends will be at the discretion of our board of directors and will depend upon our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors deems relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not currently have any type of equity compensation plan for our employees, officers or directors.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Disclosure regarding forward-looking statements

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

General

Organization

Medical Management Agreements with Houston Medical Facilities

Dr. Ronald Moomaw, a director of the Company and a licensed physician in the State of Texas, who had been assisting the Company in evaluating the acquisition by the Company of two medical practices in Houston, Texas, purchased the two medical professional associations (the “MED-CURE Companies”), effective April 1, 2015. The MED-CURE Companies were purchased by Dr. Moomaw directly from the owner for a purchase price of $2,500,000, utilizing local bank financing. The MED-CURE Companies between them operate six medical clinics in Houston, of which four are primary care clinics and two are skin care clinics. The MED-CURE Companies have agreed, effective April 1, 2015, to enter into management agreements with the Company, pursuant to which the Company, through its subsidiary Lifestyle Texas Medical Management, LLC (“Lifestyle Management”), will provide organizational development, accounting, human resources, computer technical support compliance, scheduling, marketing and advertising, office space, equipment supplies and other management services and will receive an agreed percentage of the gross revenues of the practice group, with adjustments designed to ensure that management fees do not exceed an agreed cap, or that monthly payments do not result in an event of default under the acquisition financing documents for the MED-CURE Companies. The leasing arrangements for the properties leased for the MED-CURE Companies’ clinics’ offices were restructured, with our real estate subsidiary, Lifestyle Texas Real Estate, LLC, leasing the properties and then subleasing the properties back to the Med-Cure Companies.

Through our subsidiary, Regional Professional Alliance, Inc., a physician’s professional consulting company that provides professional medical consulting services to medical management companies related to matters affecting professional licensure and medical clinic compliance matters for the benefit of clinics managed by Lifestyle Management, we have entered into an agreement with Dr. Moomaw to provide services through Regional Professional Alliance for the benefit of Lifestyle Management related to oversight and professional medical services coordination of the managed clinics which have entered into management services agreements with Lifestyle Management. Through Lifestyle Texas Licensing, LLC (“Lifestyle Licensing”), the Company plans to sublicense to the MED-CURE Companies and RCM Total Care the non-exclusive right to use, and to sublicense the use of, certain patents, trademarks, trade names, service marks, logos, slogans, trade dress, commercial symbols, operational systems, and other intellectual property rights, in connection with operating and managing medical clinics that provide medical services and/or products of a distinctive character and quality, in particular relating to men’s health and weight management.

Critical Accounting Policies and Estimates

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

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

Note 1 to our audited Financial Statements included in this Report discusses the most significant policies we apply, or intend to apply, in preparing our consolidated financial statements, some of which are subject to alternative treatments under accounting principles generally accepted in the United States of America.

New Financial Accounting Standards

For a summary of new financial accounting standards applicable to the Company, please refer to the accompanying notes to the financial statements.

PLAN OF OPERATION

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

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2015 COMPARED TO THE YEAR ENDED DECEMBER 31, 2014

During the year ended December 31, 2015, we had revenues from related parties of $905,983, as compared with revenues of $-0-in the year ended December 31, 2014, and we incurred a net loss of $825,840 in 2015, as compared with a net loss of $489,202 for 2014. The higher net loss in 2015 was principally due to higher total costs and expenses of $1,529,164 in 2015, as compared with total costs and expenses of $429,952 for 2014, an increase of approximately $1.1 million. In 2015, cost of revenue related to management fees was $282,858 and of cost of revenue related to rental income was $203,682, for which the 2014 amounts were $-0- and $-0-, respectively. The increase in expenses in 2015 was due to commencement of medical consulting operations in Houston in April 2015.

Amortization of warrant expense in 2015 was $543,160, compared to $157,780 in 2014. Interest expense incurred in 2015 was $196,159 and general and administrative expense was $499,464, as compared with interest expense of $59,250 and $272,172 in general and administrative expense in 2014.

LIQUIDITY AND FINANCIAL RESOURCES

At December 31, 2015, we had a working capital deficiency of approximately $372,000. At December 31, 2015, we had total assets of approximately $937,000, and had $49,719 of cash. Net cash used in operating activities in 2015 was approximately $471,000; net cash used in investing activities was $154,447; and net cash from financing activities was $675,000 in 2015, reflecting payment of $131,000 of related party loans and short term debt.

Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. In 2015, we generated revenues of $905,000, incurred total operating expenses of $1,529,164, and had a net loss of $825,840. As of December 31, 2015, we had $49,719 of cash on hand to fund operations. There is no assurance that we will operate profitably in the future.

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

Off Balance Sheet Arrangements

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

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

LIFESTYLE MEDICAL NETWORK INC.

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2015 and 2014

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page

Consolidated Financial Statements

Reports of Independent Registered Pubic Accounting Firms	F-2

Consolidated Balance Sheets as of December 31, 2015 and 2014	F-3

Consolidated Statements of Operations for the Years Ended December 31, 2015 and 2014	F-4

Consolidated Statement of Stockholders Deficiency for the Years Ended December 31, 2015 and 2014.	F-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015 and 2014	F-6

Notes to the Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and shareholders’ of

Lifestyle Medical Network, Inc.

We have audited the accompanying consolidated balance sheets of Lifestyle Medical Network, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for each of the years in the two-year period ended December 31, 2015. Lifestyle Medical Network, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lifestyle Medical Network, Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered net losses since inception and will require additional funding to execute its future strategic business plan. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sadler, Gibb & Associates, LLC

Salt Lake City, UT

May 16, 2016

F-2

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

	December 31,
	2015			2014

CURRENT ASSETS:
Cash and cash equivalents	$	49,719		$	163
Accounts receivable-related party		516,868			-
Loan receivable-related party		100,000			-
Deposit on acquisition		-			100,000
Prepaid expenses		53,107			16,000
Total Current Assets		719,694			116,163

Property, plant and equipment - net		134,296			1,767
Intangible assets - net		83,338			88,893
TOTAL ASSETS	$	937,328		$	206,823

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
Short-term debt to related parties	$	-		$	1,050,905
Short-term notes payable		250,000			251,000
Convertible notes payable,net of $105,935 debt discount		644,065			-
Accounts payable and accrued expenses		197,877			127,944

Total Current Liabilities		1,091,942			1,429,849

Commitments and Contingencies		-			-

STOCKHOLDERS' DEFICIENCY:
Common stock, $.001 par value, 200,000,000 shares authorized; 33,658,257 and 26,085,101 shares issued and 33,658,257 and 26,084,983 shares outstanding at December 31, 2015 and December 31, 2014, respectively		33,659			26,085
Additional paid-in-capital		9,172,696			7,295,255
Accumulated deficit		(9,360,969	)		(8,535,129	)
Less: Cost of common stock in treasury, -0- and 118 shares at December 31, 2015 and December 31, 2014, respectively		-			(9,237	)
Total Stockholders' Deficiency		(154,614	)		(1,223,026	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	937,328		$	206,823

See notes to consolidated financial statements

F-3

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Years Ended
	December 31,
	2015			2014
Revenues:
Management fees-related party	$	595,500		$	-
Rental income-related party		310,483			-
Total revenues		905,983			-

Costs and expenses:
Cost of revenue related to management fees		282,858			-
Cost of revenue related to rental income		203,682			-
Selling, general and administrative expenses		499,464			272,172
Amortization of warrants		543,160			157,780
Total Costs and expenses		1,529,164			429,952

Loss from operations		(623,181	)		(429,952	)

Other income (expense):
Loss on conversion of debt		(6,500	)
Interest expense		(196,159	)		(59,250	)
Total Other income (expense)		(202,659	)		(59,250	)

Loss from operations before provision for income taxes		(825,840	)		(489,202	)

Provision for income taxes		-			-

Net loss	$	(825,840	)	$	(489,202	)

Loss per common share-basic and diluted	$	(0.03	)	$	(0.02	)

Weighted average common shares outstanding - basic and diluted		31,173,111			26,061,813

See notes to consolidated financial statements

F-4

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

				Common Stock				Additional
				Number of				Paid			Accumulated			Treasury
	Total			Shares		Amount		In Capital			Deficit			Stock
Balance, January 1, 2014	$	(916,604	)		25,835,101	$	25,835	$	7,112,725		$	(8,045,927	)	$	(9,237	)

Issuance of common stock as incentive for debt		25,000			250,000		250		24,750

Amortization of warrants issued for services		157,780							157,780

Net loss for the year ended December 31, 2014		(489,202	)									(489,202	)

Balance, December 31, 2014		(1,223,026	)		26,085,101		26,085		7,295,255			(8,535,129	)		(9,237	)

Amortization of warrants issued for services		543,160							543,160

Conversion of related party debt		973,180			7,210,656		7,211		965,969

Conversion of debt		26,000			162,500		163		25,837

Loss on conversion of debt		6,500							6,500

Issuance of common stock for services		116,000			200,000		200		115,800

Beneficial conversion feature		229,412							229,412

Cancellation of treasury stock		-							(9,237	)					9,237

Net loss for the year ended December 31, 2015		(825,840	)									(825,840	)

Balance, December 31, 2015	$	(154,614	)		33,658,257	$	33,659	$	9,172,696		$	(9,360,969	)	$	-

See notes to consolidated financial statements

F-5

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For The Years Ended
	December 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(825,840	)	$	(489,202	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		129,032			5,555
Depreciation		21,918			900
Amortization of warrants		543,160			157,780
Shares issued for services		116,000			25,000
Loss on conversion of debt		6,500			-
Changes in operating assets and liabilities:
Accounts receivable		(516,868	)		-
Other assets		-			6,000
Prepaid expenses		(37,107	)		(12,250	)
Accounts payable and accrued expenses		92,208			39,634
Net Cash Used In Operating Activities		(470,997	)		(266,583	)

Cash flows from investing activities:
Deposit on acquisition		-			(100,000	)
Refund of deposit		100,000			-
Advances to related party		(180,000	)		-
Repayments by related party		80,000			-
Purchase of equipment		(154,447	)		-

Net Cash Used In Investing Activities		(154,447	)		(100,000	)

Cash flows from financing activities:
Proceeds from related parties		-			271,772
Repayment of related party debt		(100,000	)		-
Repayment of notes payable		(31,000	)		-
Proceeds from note payable		56,000			75,000
Proceeds from convertible note payable		750,000			-

Net Cash Provided by Financing Activities		675,000			346,772

Net increase (decrease) in cash		49,556			(19,811	)

Cash and cash equivalents - Beginning of year		163			19,974

Cash and cash equivalents - End of year	$	49,719		$	163

Supplementary information:

Cash paid for:
Interest	$	28,750		$	-

Income taxes	$	-		$	-

Non-cash Investing and Financing Activities

Conversion of related party debt and interest for common stock	$	973,180

Conversion of debt for common stock	$	26,000

Issuance of common stock for services	$	116,000

Beneficial conversion feature	$	229,412

Adjustment of treasury stock	$	9,237

See notes to consolidated financial statements

F-6

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

1.	Organization

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

Material Agreements

The Company entered management agreements, and have commenced recognizing revenues thereunder, with two medical professional associations located in Houston, Texas, MED-Cure Primary Care Physicians, P.A. and MED-CURE Anti-Aging and Skin Care, P.A. (the “MED-CURE Companies”), effective April 1, 2015, which were purchased by Dr. Ronald Moomaw, a director of the Company. The MED-CURE Companies between them operate six medical clinics in Houston, of which four are primary care clinics and two are skin care clinics. Under management agreements with the MED-CURE Companies, the Company, through its subsidiary LifeStyle Texas Medical Management, LLC (“LifeStyle Management”), provides organizational development, accounting, human resources, computer technical support compliance, scheduling, marketing and advertising, office space, equipment supplies and other management services and receives an agreed percentage of the gross revenues of the practice group, with adjustments designed to ensure that management fees do not exceed an agreed cap, or that the monthly payments do not result in an event of default under the acquisition financing documents for the MED-CURE Companies. The leasing arrangements for the properties leased for the MED-CURE Companies’ clinics’ offices were restructured, with our real estate subsidiary, LifeStyle Texas Real Estate. LLC, leasing the properties and then subleasing the properties back to the MED-CURE Companies.

Through our subsidiary, Regional Professional Alliance, Inc. , a physician’s professional consulting company that provides professional medical consulting services to medical management companies related to matters affecting professional licensure and medical clinic compliance matters for the benefit of clinics managed by Lifestyle Management, we have entered into an agreement with Dr. Moomaw to provide services through Regional Professional Alliance for the benefit of LifeStyle Management related to oversight and professional medical services coordination of the managed clinics which have entered into management services agreements with LifeStyle Management. Through LifeStyle Texas Licensing, LLC (“LifeStyle Licensing”), the Company plans to sublicense to the MED-CURE Companies the non-exclusive right to use, and to sublicense the use of, certain patents, trademarks, trade names, logos, slogans, trade dress, commercial symbols, operational systems, and other intellectual property rights, in connection with operating and managing medical clinics that provide medical services and/or products of a character and quality, in particular relating to men’s health and weight management.

Going Concern

The consolidated financial statements for the year ended December 31, 2015 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a past history of recurring losses. The Company will require additional funding to execute its future strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue to support its cost structure. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The Company has entered into Management agreements with six medical clinics in Houston, Texas. The Company will provide services to the clinic and will receive an agreed percentage of gross revenues of the practice group. Management intends to make further acquisitions of other medical clinics during 2016.

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

F-7

Significant Accounting Policies

Principles of Consolidation

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

Cash and Cash Equivalents

Cash equivalents include short-term investments in money market funds and certificates of deposit with an original maturity of three months or less when purchased.

Revenue Recognition

The Company records revenue from management fees as services are provided and in accordance with the management agreements with the MedCure Companies. The Company will provide organizational development, accounting, human resources, computer technical support compliance, scheduling, marketing and advertising and other management services and will receive an agreed percentage of the gross revenues of MED-CURE Companies, with adjustments designed to ensure that management fees do not exceed an agreed cap, or that the remaining amounts distributed to the doctors are no less than a specified floor percentage of gross revenues.

The Company also recognizes rental income from the MED-CURE Companies for office space and the use of equipment in connection with long-term leases

Allowance for Doubtful Accounts

The Company maintains allowances for doubtful accounts for estimated losses from the inability of its customers to make required payments. The Company determines its allowances by both specific identification of customer accounts where appropriate and the application of historical loss to non-specific accounts. As of December 31, 2015, the Company had no allowance for doubtful accounts.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accepted 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.

Business Combinations

The Company recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the literature. In accordance with this guidance, acquisition-related costs, including restructuring costs, must be recognized separately from the acquisition and will generally be expensed as incurred. That replaces the cost-allocation process detailed in previous accounting literature, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values.

Evaluation of Long-lived Assets

Licenses and property and equipment represent an important component of the Company’s total assets. The Company amortizes its license and depreciates its plant and equipment on a straight-line basis over the estimated useful lives of the assets. Management reviews long-lived assets for potential impairment whenever significant events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment exists when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the estimated undiscounted cash flows expected to result from the use and eventual disposition of the asset. If an impairment exists, the resulting write-down would be the difference between fair market value of the long-lived asset and the related net book value.

F-8

Property, Plant, and Equipment

Property, plant, and equipment is stated at historical cost. Expenditure for minor repairs, maintenance, and replacement parts which do not increase the useful lives of the assets are charged to expense as incurred. All major additions and improvements are capitalized. Depreciation is computed using the straight-line method. The lives over which the fixed assets are depreciated range from 3 to 5 years as follows:

	Computer equipment and related software			3 years

	Equipment			5 years

Income Taxes

Taxes are calculated in accordance with taxation principles currently effective in the United States of America.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company records net deferred tax assets to the extent they believe these assets will more-likely-than-not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company was to determine that it would be able to realize its deferred income tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the valuation allowance which would reduce the provision for income taxes.

Stock-Based Compensation

The Company records as expense the fair value of equity-based compensation, including stock options and warrants, over the applicable vesting period.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash.

The Company's cash and cash equivalents are concentrated primarily in banks in the United States of America. At times, such deposits could be in excess of insured limits. Management believes that the financial institutions that hold the Company’s financial instruments are financially sound and, accordingly, minimal credit risk is believed to exist with respect to these financial instruments.

Earnings Per Share

Basic earnings per common share are computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per common share are computed by dividing net earnings by the weighted average number of common shares and potential common shares outstanding during the period. Potential common shares consist of outstanding common stock purchase warrants and convertible debt. For the years ended December 31, 2015 and 2014, there were 12,082,400 and 2,400,000 potential common shares, respectively, that were not included in the calculation of diluted earnings per share as their effect would be anti-dilutive.

F-9

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements.

Fair Value Measurements

FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value.

The Company utilizes the accounting guidance for fair value measurements and disclosures for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis during the reporting period. The fair value is an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers are defined as follows:

Level 1

Observable inputs such as quoted market prices in active markets

Level 2

Inputs other than quoted prices in active markets that are either directly or indirectly observable

Level 3

Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

As of December 31, 2015, there were no financial assets or liabilities that required disclosure.

2.	INTANGIBLES

The MPL License Agreement

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

Intangibles are the value of the MPL license. Amounts assigned to this intangible were determined by management. Management considered a number of factors in determining the allocations, including valuations and independent appraisals. The intangibles are being amortized over 19.5 years, the life of the license.

F-10

The components of intangible assets are as follows:

License Agreements

Balance January 1, 2013	$	94,448

Amortization for the year ended December 31, 2014		(5,555	)

Balance December 31, 2014		88,893

Amortization for the year ended December 31, 2015		(5,555	)

Balance December 31, 2015	$	83,338

Amortization expense for the years ended December 31, 2015 and 2014 amounted to $5,555 and $5,555, respectively.

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

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

3.	LOAN RECEIVABLE-RELATED PARTY

The Company advanced operating funds on a short-term basis to the MedCure Companies during the year ended December 31, 2015. The Company advanced the MedCure Companies $180,000 and received repayments of $80,000. As of December 31, 2015, the MedCure Companies owed the Company $100,000.

4	PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

	December 31,
	2015			2014
Equipment	$	157,152		$	2,705
Accumulated depreciation		(22,856	)		(938	)
	$	180,008		$	3,643

Depreciation expense for the years ended December 31, 2015 and 2014 was $21,918 and $900, respectively.

F-11

DEBT

Short-term debt for the years ended December 31, 2015 and 2014 were as follows:

	December 31,
	2015		2014
Short-term Debt to Related Parties

Unsecured promissory note, interest free, due June 15, 2015 (1)	$	-	$	682,200

Unsecured promissory note, interest @ 10% per per annum, due June 15, 2015 (1)		-		75,000

Unsecured promissory note, interest free, due June 30, 2015 (2)		-		193,705

Unsecured promissory notes, interest free, due June 15, 2015 (6)		-		100,000
		-		1,050,905
Less: Current portion		-		1,050,905
	$	-	$	-

		December 31,
		2015		2014
Short-term Debt and Convertible Debt

Unsecured promissory note, interest free, due on demand (3)	$	-	$	26,000

Secured promissory note, interest @ 12% per annum, due June 30, 2016 (4)		150,000		150,000

Unsecured promissory note, interest @ 10%, due June 30, 2016 (5)		75,000		75,000

Convertible promissory note, interest @ 10% per annum, due April 27, 2016 (7)		100,000		-

Convertible promissory note, interest @ 12% per annum, due April 28, 2016 and June 8, 2016 (8)		431,465		-

Convertible promissory note, interest @ 12% per annum, due December 17, 2016 (10)		100,000		-

Convertible promissory note, interest @ 10% per annum, due September 23, 2016 (11)		12,600		-

Unsecured promissory note, interest @ 10% per annum, due May 1, 2016 (12)		25,000		-
		894,065		251,000
Less: Current portion		894,065		251,000
	$	-	$	-

F-12

	(1)	During 2012 and 2013, LMC borrowed $757,200 from the Dellinger Fund, of which $75,000 bore interest @ 10% per anum and the balance was interest free. The unsecured notes were due June 15, 2015. At a Board meeting held on April 17, 2015, the Board approved the conversion by the Company of $757,200 principal amount plus accrued interest of $22,275 of Company debt held by the Dellinger Fund into an aggregate of 6,000,000 shares of common stock. The value of the shares was $558,000 based on the closing price of the stock on April 17th of $0.09. The difference of $221,475 was recorded to Additional Paid-In Capital due to the related party nature of the transaction of $221,475 was recorded to Additional Paid-In Capital due to the related party nature of the transaction.

	(2)	During the year ended December 31, 2013 and 2014, Saddleworth Ventures LLC (“Saddleworth”), a related party, paid expenses amounting to $21,933 and $171,772, respectively, on behalf of the Company. These advances are unsecured, interest free and are due June 30, 2016. During the six months ended June 30, 2015, Saddleworth advanced the Company $42,351 and the Company repaid Saddleworth $42,351. At a Board meeting held June 11, 2015, the Board approved the conversion by the Company of $193,705 principal of Company debt held by Saddleworth into an aggregate of 1,210,656 shares of common stock. The value of the shares was $242,000 based on the closing price of the stock on June 11^th of $0.20. The difference of $48,426 was recorded to Additional Paid-In Capital due to the related party nature of the transaction.

	(3)	On May 13, 2013, LMC borrowed $30,000 from Forbes Investment, LLP. The unsecured note is interest free and payable upon demand. In December 2013, LMC repaid $4,000 against the outstanding balance. At a Board meeting held on June 11, 2015, the Board approved the conversion by the Company of $26,000 principal of Company debt held by Forbes Investment LLP into an aggregate of 162,500 shares of common stock. The value of the shares was $32,500 based on the closing price of the stock at June 11^th of $0.20; a loss on conversion of $6,500 was recognized with this conversion.

	(4)	On October 16, 2013, LMC borrowed $150,000 from Edmund Malits, a shareholder of the Company. The secured note bears interest @ 12% per annum and interest and principal are payable in full on or before February 16, 2014.LMC provided the Corporation’s shell on the OTCBB as collateral for the loan. In addition, LMC issued Edmund Malits 500,000 shares of the Company’s common stock with a fair value of $10,000. The note has been extended to June 30, 2016.

	(5)	On February 4, 2014, the Company executed an unsecured promissory note with Curt Maes and received $75,000. The promissory note bears interest @ 10% per annum and both principal and interest are payable on or before June 30, 2016. As additional consideration, the Company issued Curt Maes 250,000 shares of the Company’s common stock valued @ $25,000.

	(6)	In February 2014, the Company received from Saddleworth Ventures an advance of $100,000 that was used as an initial down payment for an acquisition. The advance is interest free and due April 15, 2015. Saddleworth Ventures had the option to convert the note representing the advance, in whole or in part, into shares of the Company’s common stock at a price of $0.10 per share. On April 10, 2015, the note was repaid in full. See Note 9.

	(7)	On April 27, 2015, the Company issued a convertible promissory note to Jeff Friedrich and received proceeds of $100,000. The promissory note bears interest @ 10% per anum and matures one year from the date of issuance. At any time, the holder of the note, at his option, shall have the right to convert the outstanding principal balance of this note, or any portion of the principal balance hereof, and any accrued interest into shares of common stock of the Company at a conversion price of $0.20 per share, the fair value of the common stock at the date of issuance.

	(8)	On April 28, 2015 and June 8, 2015, the Company issued convertible promissory notes to Ray Meadow and received proceeds of $500,000. The promissory notes bear interest @ 12% per anum and mature one year from the date of issuance. At any time, the holder of the notes, at his sole option, shall have the right to convert the outstanding principal amount of these notes, or any portion of the principal amount hereof, and any accrued interest into shares of common stock of the Company at a conversion price of $0.15 per share. The fair value of the common stock at the date of the advance was $0.16, which created a Beneficial Conversion Feature of $179,412; this Beneficial Conversion Feature was recorded as a debt discount and will amortize over the life of the notes. The debt discount as of December 31, 2015, was $68,535.

	(9)	In April 2015, the Company purchased medical equipment from Dr. Nazmudin Keshwani. The total cost of the laser equipment was $123,000, all of which was paid as of September 30, 2015. The note is interest free.

F-13

	(10)	On December 17, 2015, the Company issues a convertible promissory note to Alan Wheat and received proceeds of $100,000. The promissory note bears interest @ 12% per annum and matures one year from the date of issuance. At any time, the holder of the note, at his option, shall have the right to convert the outstanding principal amount of the note, or any portion of the principal amount hereof, and any accrued interest into shares of common stock of the Company at a conversion price of $0.30 per share, the fair value of common stock at the date of issuance.

	(11)	On September 22, 2015 and June 8, 2015, the Company issued a convertible promissory note to Steve Carolus and received proceeds of $50,000. The promissory note bears interest @ 10% per anum and matures one year from the date of issuance. At any time, the holder of the note, at his sole option, shall have the right to convert the outstanding principal amount of this note, or any portion of the principal amount hereof, and any accrued interest into shares of common stock of the Company at a conversion price of 0.30 per share. The fair value of the common stock at the date of the advance was $0.62, which created a Beneficial Conversion Feature of $50,000; this Beneficial Conversion Feature was recorded as a debt discount and will amortize over the life of the notes. The debt discount as of December 31, 2015, was $37,400.

	(12)	On November 12, 2015, the Company executed an unsecured promissory note with John Dubrule and received $25,000. The promissory note bears interest @ 10% per annum and both principal and interest are payable on or before May 1, 2016.

Interest expense for the years ended December 31, 2015 and 2014 amounted to $196,159 and $59,250, respectively.

6.	ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	December 31,
	2015		2014
Interest	$	68,807	$	47,150
Salaries - Officer		1,125		20,000
Professional fees		64,306		56,420
Consulting		48,000		-
Other		15,639		4,374
	$	197,877	$	127,944

7.	INCOME TAXES

The Company adopted the provisions of ASC 740, "Income Taxes", ("ASC 740"). As a result of the implementation of ASC 740, the Company recognized no adjustment in the net liability for unrecognized income tax benefits. The Company believes there are no potential uncertain tax positions and all tax returns are correct as filed. Should the Company recognize a liability for uncertain tax positions, the Company will separately recognize the liability for uncertain tax positions on its balance sheet. Included in any liability for uncertain tax positions, the Company will also setup a liability for interest and penalties. The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of the current provision for income taxes.

There is no U.S. tax provision due to losses from U.S. operations during the years ended December 31, 2015 and 2014. Deferred income taxes are provided for the temporary differences between the financial reporting and tax basis of the Company's assets and liabilities. The principal item giving rise to deferred taxes is the net operating loss carryforward in the U.S. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has set up a valuation allowance for losses for certain carryforwards that it believes may not be realized.

F-14

The provision for income taxes consist of the following:

		Years Ended December 31,
		2015		2014
Current
Federal	$	-	$	-
Foreign		-		-
		-		-
Deferred
Federal		-		-
Foreign		-		-
	$	-	$	-

A reconciliation of taxes on income computed at the federal statutory rate to amounts provided is as follows:

	Years Ended
	December 31,
		2015			2014
Book income (loss) from operations	$	(280,786	)	$	(166,329	)
Common stock issued for services		39,440			8,415
Warrants issued for services		184,674			53,645
Change in valuation allowance		56,672			104,269
Income tax expense	$	-		$	-

As of December 31, 2015, the Company recorded a deferred tax asset associated with a net operating loss (“NOL”) carryforward of approximately $2.9 million that was fully offset by a valuation allowance due to the determination that it was more likely than not that the Company would be unable to utilize those benefits in the foreseeable future. The Company’s NOL expires in 2032. The valuation allowance increased by $56,672 during the year ended December 31, 2015.

The types of temporary differences between tax basis of assets and liabilities and their financial reporting amounts that give rise to the deferred tax liability and deferred tax asset and their approximate tax effects are as follows:

	2015			2014
Net operating loss carry forwards (expire through 2032)	$	(2,993,531	)	$	(2,712,745	)
Common stock issued for services		56,835			17,395
Warrants issued for services		340,990			156,316
Impairment expense		1,833,385			1,833,385
Total gross deferred tax asset/liabilities		(762,321	)		(705,649	)

Valuation allowance		762,321			705,649
Net deferred taxes		-			-

Section 382 of the U.S. Internal Revenue Code imposes an annual limitation on the availability of NOL carryforwards to offset taxable income when an ownership change occurs. The Company's reverse capitalization meets the definition of an ownership change and some of the NOL's will be limited.

F-15

8.	STOCKHOLDERS' EQUITY

On February 4, 2014, the Company issued Curt Maes 250,000 shares of the Company’s common stock with a fair value of $25,000 as incentive for debt financing.

At the Board meeting held on April 17, 2015, our Board approved the conversion by the Company of $757,200 principal amount plus accrued interest of Company debt held by The Dellinger Fund, into an aggregate of 6,000,000 shares of common stock. The value of the shares was $558,000 based on the closing price of the stock on April 17^th of $0.09.The difference of $221,475 was recorded to Additional Paid-In Capital due to the related party nature of the transaction.

At a Board meeting held June 11, 2015, our Board approved the conversion by the Company of $193,705 principal amount of Company debt held by Saddleworth, into an aggregate of 1,210,656 shares of common stock. The value of the shares was $242,000 based on the closing price of the stock on June 11^th of $0.20. The difference of $48,426 was recorded to Additional Paid-In Capital due to the related party nature of the transaction.

At a Board meeting held June 11, 2015, our Board approved the conversion by the Company of $26,000 principal amount of Company debt held by Forbes Investment LLP, into an aggregate of 162,500 shares of common stock. The value of the shares was $32,500 based on the closing price of the stock at June 11^th of $0.20; a loss on conversion of $6,500 was recognized with this conversion.

At a Board meeting held September 8, 2015, our Board approved the issuance of 200,000 shares of common stock, valued at $116,000, for investor relations services.

9.	BASIC AND DILUTED EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted 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 December 31, 2015 and 2014, there were 12,082,400 and 2,400,000 potential common shares, respectively. Because of the net loss, the effect of these warrants and convertible debt is anti-dilutive.

10.

WARRANTS

On February 6, 2012, the Company issued warrants as compensation to a third party to purchase 2,400,000 shares of the Company's common stock for services performed. The warrants expire February 6, 2017. The estimated value of the compensatory warrants was determined using the Black Scholes pricing model using the following assumptions: Expected term of 3 years, a risk free interest rate of 0.32%, a dividend yield of -0-% and volatility of 432%. The fair value of the warrant amounted to $479,912 to be amortized over 3 years. The Company recorded an expense of $20,159 and $157,780 on the Company’s consolidated statement of operations for the years ended December 31, 2015 and 2014, respectively.

In connection with the engagement of our Director, Dr. Ronald Moomaw, under a Regional Medical Director Agreement with RPA, at a Board of Directors meeting, held on April 17, 2015, the Board authorized the issuance to Dr. Moomaw of a seven year stock purchase warrant, expiring April 17, 2022, to purchase 5,000,000 shares of our common stock, at an exercise price of $.09 per share, the fair value at the date of issuance.

In connection with a financing from Roy Meadow, at a Board of Directors meeting held on April 28, 2015 and June 8, 2015, the Board authorized the issuance to Roy Meadow a five year purchase warrant, expiring April 28, 2020 and June 8, 2020, to purchase 500,000 shares of our common stock, at an exercise price of $0.025.

In connection with the engagement of Emerging Markets consulting LLC for investor relations services, at a Board of Directors meeting held on September 8, 2015, the Board authorized the issuance to Emerging Markets Consulting LLC a five year purchase warrant, expiring September 8, 2020, to purchase 100,000 shares of our common stock, at an exercise price of $0.75.

F-16

The estimated value of the warrants was determined using the Black Scholes pricing model using the following assumptions: expected term of 5 to 7 years, a risk free interest rate between 1.39% and 1.72%, a dividend yield of -0- and volatility between 427% and 459%. The fair value of the warrants amounted to $523,001, all of which was expensed during the year ended December 31, 2015.

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

			Exercise		Remaining		Intrinsic
	Shares		Price		Life		Value
Outstanding, January 1, 2015		2,400,000	$	0.20		2.1	$	600,000
Granted		5,600,000		0.10				2,012,500
Expired/Cancelled		-		-
Exercised		-		-
Outstanding-period ending December 31, 2015		8,000,000	$	0.13		4.6 years	$	2,612,500
Exercisable-period ending December 31, 2015		8,000,000	$	0.13		4.6 years	$	2,612,500

11.	RELATED PARTY TRANSACTIONS

	a) During the years ended December 31, 2014 and 2013, Saddleworth Ventures LLC paid expenses amounting to $21,933 and $171,772, respectively, on behalf of the Company. These advance are unsecured, interest free and due June 30, 2016. During the years ended December 31, 2015, Saddleworth advanced the Company $42,351 and the Company repaid Saddleworth $42,351. See Note 4 for further information.

	b) During the year ended December 31, 2012, the Company received $737,200 in advances from the Dellinger Fund, a shareholder of the Company. During the year ended December 31, 2013, the Dellinger Fund advanced an additional $20,000. The majority of these advances are interest free. The Company recorded interest expense for the years ended December 31, 2015 and 2014 in the amount of $1,875 and $7,500, respectively, on the advances that were not interest free. See Note 4 for further information.

	c) In February 2014, the Company received from Saddleworth Ventures an advance of $100,000 that was used as an initial down payment for an acquisition. The advance is interest free and due June 15, 2015. Saddleworth Ventures had the option to convert the note representing the advance, in whole or in part, into shares of the Company’s common stock at a price of $0.10 per share. See Note 4 for further information.

	d) Dr. Ronald Moomaw (“Moomaw”), a director of the Company, is the sole owner of the MED-CURE Companies. The Company received 100% of its revenue for the years ended December 31, 2015 from the MED-CURE Companies.

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

	Moomaw also received consulting fees of $39,600 for the year ended December 31, 2015 as part of his management compensation.

	e) The Company advanced operating funds on a short-term basis to the MED-CURE Companies during the year ended December 31, 2015. The Company advanced the Med-Cure Companies $180,000 and received repayments of $80,000. As of December 31, 2015, the MED-CURE Companies owe the Company $100,000.

F-17

12.	REFUND OF DEPOSIT

On April 10, 2015, the Company received from Dr. Nazmudin Keshwani a refund of the $100,000 deposit made by the Company on February 14, 2014, in connection with the Company’s previous negotiations to acquire the MED-CURE Companies.

13.	MAJOR CUSTOMERS

100% of the revenues for the year ended December 31, 2015, was received from the MED-CURE Companies, a company owned 100% by Dr. Ronald Moomaw, a director of the Company.

14.	COMMITMENTS AND CONTINGENCIES

Leases

In connection with the transaction with MedCure, the Company entered into a lease agreement with the former owner of MedCure. The Company will lease the clinics from the former owner of MedCure for five years with a five year renewal option at a monthly rental of $22,631.

The Company also entered into a lease agreement with MedCure whereby MedCure will sublease the clinics from the Company at a monthly rental of $25,500. The term of the lease will be for five years with a renewal option for an additional five years.

Future minimum lease payments and rental income under these agreements are as follows:

Years Ended December 31,
2016	$	324,000
2017		348,000
2018		372,000
2019		382,500
2020		96,000
Total	$	1,522,500

Rental Expense
Years Ended December 31,
2016	$	271,572
2017		271,572
2018		271,572
2019		271,572
2020		67,893
Total	$	1,154,181

Rent expense was $203,682 and $33,500 for the years ending December 31, 2015 and 2014, respectively.

Consulting Agreements

During 2015 and 2014, Lifestyle entered into various consulting agreements with third parties in connection with business advisory services. For the years ended December 31, 2015 and 2014, consulting services amounted to $93,687 and $67,500, respectively.

On July 1, 2012, Lifestyle entered into an employment agreement with Christopher Smith ("Smith"), the Company's Chief Executive Officer. The term of the agreement is for five years. Lifestyle will pay Smith minimum compensation of $60K per year. Smith will also receive a performance bonus based on a percentage of the Company's net operating profit before income taxes. For the years ended December 31, 2015, and 2014, payroll-officer amounted to $97,500 and $60,000, respectively. Effective August 1, 2015, the monthly salary for Smith was increased to $12,500.

15.	SUBSEQUENT EVENTS

In accordance with ASC855-10, Company management reviewed all material events through the date of this report. There are no material subsequent events to the report.

F-18

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Controls and Procedures

As supervised by our board of directors and our principal executive and principal financial officers, management has established a system of disclosure controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Our principal executive and financial officer has concluded that our disclosure controls and procedures (as defined in the 1934 Securities Exchange Act Rule 13a-15(e)) as of December 31, 2015, are not effective, based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15.

Management's Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934 (the "Exchange Act"). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Management assessed the effectiveness of internal control over financial reporting as of December 31, 2015. We carried out this assessment using the criteria of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Management concluded in this assessment that as of December 31, 2015, our internal control over financial reporting is not effective.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm, pursuant to rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers, and Corporate Governance.

The following table sets forth the names, positions and ages of our executive officers and directors as of as of May 1, 2016.

Name	Age	Title
Christopher P. Smith	52	President and Chief Executive Officer, Secretary, Chief Financial Officer and Director
Adam Sachs	48	Assistant Secretary and Director
Ronald C. Moomaw	62	Director

Set forth below is a brief description of the background of each of our executive officers and directors, based on the information provided to us by them.

Mr. Smith was elected a director, and appointed as our President and Chief Executive Officer, on February 4, 2012, in connection with the acquisition by the Company on December 29, 2011 of all of the outstanding capital stock of Lifestyle Medical Corporation (LMC). Mr. Smith has served as the President of LMC which, since its formation on November 14, 2011, acquired two companies that license and manage men’s health clinics prior to LMC’s acquisition by the Company. Mr. Smith also served as the President of Men’s Medical Corporation since its inception on August 6, 2010. Our planned acquisition of this company was terminated on May 31, 2011, by agreement of all parties, one primary reason being that Men’s Medical Corporation was unable to provide audited financial statements reflecting the acquisition of a minimum of three men’s health clinics, as agreed by the parties and required by the acquisition agreement. Mr. Smith has also been the Managing Member of Saddleworth Ventures LLC, a financial consulting firm, since March 30, 2006. He graduated from Flagler College with a Bachelor of Arts degree in 1995 majoring in business and economics. From 2005 until the formation of Saddleworth Ventures LLC, Mr. Smith worked as an independent financial consultant on various projects in the medical field.

Adam Sachs, from September, 2011 to the present, has been the District Manager for a ten store market covering two states for Sears Holding Company. From 1993 to September, 2011, Mr. Sachs was with Best Buy, an International Fortune 100 retailer of computers, consumer electronics appliances and services, his last position from June, 2007 to September, 2011, being the Director, International Retail Operations, in Richfield, Minnesota. From February, 2006 to June, 2007, Mr. Sachs was a Market Director for Best Buy for a 12-state (plus Puerto Rico) region with 225 stores, and prior thereto from 2006 was District Manager, Sales for a 12 big-box store territory. From 2001 to 2006 Mr. Sachs held various Regional Manager positions for with Best Buy, in the areas of Product Processing, Customer-Centricity, Marketing, and Merchandising.

Ronald C. Moomaw graduated from Ohio University Heritage College of Osteopathic Medicine in 1980, and completed a combined civilian/ military residency at Wright Patterson AFB. Dr. Moomaw is Board certified in Psychiatry and a fellow of the American College of Neuropsychiatry. He presently works as a Flight Surgeon/ Psychiatrist for NASA at the Johnson Space Center, Houston, Texas. He is the chairman of the JSC Ethics Committee and sits on the Aerospace Medical Board. He trains and works with astronauts before, during and after flights, and provides direct psychiatric support for astronauts and their families. He is involved in the area of fatigue management both for the terrestrial environment and for isolation and communication delays for long-duration space flight. Specifically, he studies the psychological components of fatigue and circadian desynchrony— jetlag and shift lag—and the development of countermeasures.

Dr. Moomaw’s background is diverse. He served as a major in the U.S. Air Force as a psychiatrist, operated his own private practice, served as medical director of two free-standing psychiatric emergency rooms, developed an in-patient psych unit, and served as the chief psychiatrist for the State of Ohio Department of Correction. He is a governing Board member for the National Commission for Correctional Health Care, and currently serves as assistant professor at the University of Texas Medical Branch, assistant professor at Ohio University Heritage College Osteopathic Medicine, incident command director for Wyle Engineering and Integrated Services, and president of the Houston Osteopathic Medical Association.

No director, director nominee, officer or affiliate of the Company, owner of record or beneficially of more than five percent of any class of our voting securities has, to our knowledge, during the last five years: (1) been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors); or (2) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violations with respect to such laws.

Corporate Governance

Directors are elected at the annual stockholder meeting or appointed by our Board of Directors and serve for one year or until their successors are elected and qualified. When a new director is appointed to fill a vacancy created by an increase in the number of directors, that director holds office until the next election of one or more directors by stockholders. Officers are appointed by our Board of Directors and their terms of office are at the discretion of our Board of Directors.

Committees of our Board of Directors

We do not have a separate Audit Committee. Our Board of Directors performs the functions usually designated to an Audit Committee. We intend shortly to establish an Audit Committee with one or more independent directors.

The Board does not have standing compensation or nominating committees. The Board does not believe a compensation or nominating committee is necessary based on the size of the Company and the current levels of compensation to corporate officers. The Board will consider establishing compensation and nominating committees at the appropriate time.

The entire Board of Directors participates in the consideration of compensation issues and of director nominees. To date, the Board of Directors has not formally established any criteria for Board membership. Candidates for director nominees are reviewed in the context of the current composition of the Board, the Company’s operating requirements and the long-term interests of its stockholders. In conducting this assessment, the Board of Directors considers skills, diversity, age, and such other factors as it deems appropriate given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability. In particular, weight is given to experience relevant to the Company’s operations in Florida and Europe and familiarity with international business issues.

The Board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, involves compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate, preparing an analysis with regard to particular recommended candidates.

Stockholder Communications

The Board has not established a formal process for stockholders to send communications, including director nominations, to the Board; however, the names of all directors are available to stockholders in this Annual Report. Any stockholder may send a communication to any member of the Board of Directors, in care of the Company, 121 South Orange Ave., Suite 1500, Orlando, FL 32801 (Attention: Secretary). Director nominations submitted by a stockholder will be considered by the full Board. Each communication should clearly specify the name of the individual director or group of directors to whom the communication is addressed. Communications sent by email will be delivered directly to the Corporate Secretary, who will promptly forward such communications to the specified director addressees. Communications sent by mail will be promptly forwarded by the Corporate Secretary to the specified director addressee or, if such communication is addressed to the full Board of Directors, or to the Chairman of the Board (when one is appointed), who will promptly forward such communication to the full Board of Directors. Due to the infrequency of stockholder communications to the Board, the Board does not believe that a more formal process is necessary. However, the Board will consider, from time to time, whether adoption of a more formal process for such stockholder communications has become necessary or appropriate.

In general, advance notice of nominations of persons for election to our Board or the proposal of business to be considered by the shareholders must be given to our Secretary no earlier than the October 1 or later than December 1 preceding the next year's annual meeting, which would be scheduled in the month of May or June.

A shareholder's notice of nomination should set forth (i) as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director, if elected); (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (A) the name and address of such shareholder, as they appear on our books, and of such beneficial owner, (B) the number of shares of our common stock that are owned (beneficially or of record) by such shareholder and such beneficial owner, (C) a description of all arrangements or understandings between such shareholder and such beneficial owner and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder and of such beneficial owner in such business, and (D) a representation that such shareholder or its agent or designee intends to appear in person or by proxy at our annual meeting to bring such business before the meeting.

Attendance of Directors at Shareholder Meetings

We do not have a formal policy on attendance at meetings of our shareholders; however, we encourage all Board members to attend shareholder meetings that are held in conjunction with a meeting of our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officer and persons who beneficially own more than ten percent of our outstanding common stock to file reports with the SEC regarding initial statement of ownership, statement of changes of ownership and, where applicable, annual statement of ownership of our common stock. Such persons are required by SEC regulations to furnish us with copies of all such statements they file. The Company believes that all such required filings in the fiscal year ended December 31, 2015 have been made, with the exception of those listed below, which were required to be filed in 2012.

Both Mr. Adam Sachs and Dr. Ronald C. Moomaw were appointed as directors on September 30, 2012, and were required to file Form 3’s within 10 days of their appointment. As of the date of this report, neither of these directors has filed the required Form 3.

Code of Ethics

We have adopted a Code of Ethics and Conduct within the meaning of Item 406(b) of Regulation S-B of the Exchange Act. A copy of this Code may be obtained by requesting a copy in writing to the Company’s Secretary at 121 South Orange Ave., Suite 1500, Orlando, FL 32801. This Code applies to our directors and executive officers, such as our principal executive officer, principal financial officer, controller, and persons performing similar functions for us.

Item 11. Executive Compensation.

Summary Compensation Table

The following table sets forth all compensation awarded to, earned by, or paid for all services rendered to the Company during fiscal 2013, 2014 and 2015 by our Chief Executive Officer and any executive officer who received annual compensation in salary and bonus combined in excess of $100,000 during those years. Each person below is referred to as a named executive officer.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)

Non-Equity
Incentive
Plan Compensation
($)

Change in Pension Value and Nonquali-
fied Deferred
Compensation Earnings
($)

All Other Compen-
sation

Total
($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Christopher

2013

60,000

Smith,

2014

60,000

CEO

2015

97,500

Stock Options Granted and Exercised in the Year Ended December 31, 2015

No stock option grants were made in the fiscal year ended December 31, 2015.

Director Compensation

Currently, our directors do not receive compensation for serving on our Board of Directors.

Employment Agreements

On June 25, 2012, the Board of Directors of the Company approved, and on July 16, 2012, the President of the Company executed, an Agreement (“Agreement”) with Christopher P. Smith, our Chief Executive Officer. The Agreement was effective July 1, 2012, for an initial term of five years, and the term is automatically extended for additional one year periods if neither party gives notice of termination at least 90 days prior to the end of the initial term or any current additional one year term.

The Agreement with Mr. Smith (referred to sometimes as the “Executive”) provides for a base salary, as per a 2015 amendment, of $150,000 per year, and provides for incentive payments as established by the Board of Directors and for a performance bonus (“Performance Bonus”) based on the sum of two components, the first of which is as follows:

Net Operating Profit Before
Income Taxes	Performance Bonus
On the First $10 Million	2% of Net Operating Profit	0	%
On the Next $40 Million	3.5% of Net Operating Profit	3.5	%
On the Next $50 Million	2.5% of Net Operating Profit	2.5	%
On all Amounts Over $100 Million	1.5% of Net Operating Profit

The second component of the Performance Bonus is based on the Net Operating Profit before Income Taxes for all of the Company’s subsidiaries (“Covered Subsidiaries”) that are agreed in writing to have been identified by and presented to the Company for acquisition by the Company by Mr. Smith and as shown in the annual financial statements of the Company. This component of the Performance Bonus is calculated as ten percent (10%) of the Net Operating Profit before Income Taxes of the Company’s ownership portion of the respective Covered Subsidiaries to be verified against the audited Annual Financial Statements of the respective Covered Subsidiaries. The Net Operating Profits for purposes of this component of the Performance Bonus are not to be included in the calculation of the Net Operating Profit before Income Taxes for purposes of the Performance Bonus as to Net Operating Profit of the Company.

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

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

B. The product of (1) the performance bonus payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination occurs as of the date of termination, and the denominator of which is 365;

C. the amount equal to the sum of (1) three (3) times the Executive’s annual minimum salary; (2) one (1) times the performance bonus payment and (3) one (1) times the incentive payment;

D. In the event Executive is not fully vested in any retirement benefits with the Company from pension, profit sharing or any other qualified or non-qualified retirement plan, the difference between the amounts Executive would have been paid if he had been vested on the date his employment was terminated and the amounts paid or owed to the Executive pursuant to such retirement plans;

E. The product of (1) the incentive payment and (2) a fraction, the numerator of which is the number of days that have elapsed in the fiscal year of the Company in which the date of termination occurs as of the date of termination, and the denominator of which is 365; and

F. The present value of the amount equal to the sum of five (5) years’ Performance Bonus pay with such amount being calculated based on the Performance Bonus paid to the Employee the year prior to the date of termination.

In addition all stock options and warrants outstanding as of the date of termination and held by the Executive shall vest in full and become immediately exercisable for the remainder of their full term; all restricted stock shall no longer be restricted to the extent permitted by law, and the Company will use its best efforts, at its sole cost to register such restricted stock as expeditiously as possible; and for the remainder of the Executive’s life and the life of his spouse, the Company is required to provide the Executive continued health care benefits. The Executive is responsible for the payment of any COBRA premium, provided that the Company is required to make a lump sum payment to the Executive equal to the cost of such premiums, plus an income tax gross-up thereon so that the Executive retains an amount equal to the cost of such premiums. The Company in addition beyond the COBRA period is required to pay the Executive a lump sum cash amount equal to the present value of the cost of premiums for health care coverage as a supplement to Medicare benefits under an individual policy from a third party insurer, with such insurer to be selected by the Executive (which coverage in combination with Medicare benefits shall provide benefits to the Executive and/or his spouse which are comparable to those provided to Executive and/or his spouse under the Company’s group health plan) for the remainder of each of the lives of the Executive and/or his spouse as of the date hereof.

2015 Amendment to Employment Agreement

Effective August 1, 2015, the Board of Directors approved a monthly compensation level of $12,500 (in lieu of $5,000 per month) for Christopher P. Smith, the Chief Executive Officer of the Corporation, pursuant to the Corporation’s 2012 Employment Agreement with Mr. Smith, effective for the balance of the term of the Employment Agreement.

Employee Benefit Plans

We do not currently have any type of employee compensation plan for our employees, officers or directors. Furthermore, we do not anticipate offering any such plans in the near future.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The table below sets forth information regarding the beneficial ownership of our common stock as of April 26, 2016 by the following individuals or groups:

	●	each person or entity who we know beneficially owns more than 5.0% in the aggregate;

	●	each of our named executive officers;

	●	each of our directors; and

	●	all directors and named executive officers as a group.

The percentage of beneficial ownership in the following table is based upon 33,658,257 shares of common stock outstanding as of April 26, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. We do not have any outstanding options, warrants or other conversion rights.

Name of Beneficial Owner (1)	Number of Shares Beneficially Owned		Approximate Percentage of Class Outstanding
Christopher P. Smith (2)		2,473,513		7.35	%

James Davis, Jr. 210 S. Hoagland Blvd. Kissimmee, FL 34741		4,224,000		13.27	%

The Dellinger Fund 121 S. Orange Ave., Suite 1500 Orlando, FL 32801 (2)		11,800,000		35.06	%

Nissonis BV 1083 HP Vivaldistraat 52 Amsterdam The Netherlands		3,223,447		9.58	%

Ronald C. Moomaw (3)		5,049,999		13.08	%

All officers and directors as a group		6,312,856		16.33	%

* Less than 1%.

The addresses of our executive officers and directors, and of any other stockholder for whom an address is not given, listed in the above table are c/o Lifestyle Medical Network Inc., 121 South Orange Ave., Suite 1500, Orlando, FL 32801.

Christopher Smith, our Chief Executive Officer, owns 2,473,513 shares of common stock directly and controls The Dellinger Fund, which holds 11,800,000 shares of common stock. Mr. Smith has no equity interest in The Dellinger Fund. Including the holdings of The Dellinger Fund as beneficially owned by Mr. Smith in the above table, due to his control position in The Dellinger Fund, would result in Mr. Smith being deemed to own beneficially 14,273,513 shares of common stock and owning beneficially 42.41% of the outstanding class of common stock, and all officers and directors as a group being deemed to own beneficially 19,323,512 shares of common stock and 49.99% of the outstanding common stock. Mr. Smith disclaims any beneficial ownership in shares of the Company’s common stock held by The Dellinger Fund.

Dr. Ronald C. Moomaw is a member of our board of directors. Dr. Moomaw owns 49,999 shares of common stock directly, and additionally owns beneficially 5,000,000 shares of our common stock issuable upon exercise of a common stock purchase warrant issued to him May 15, 2015, and expiring May 15, 2022.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Agreements with MED-CURE Companies

Dr. Ronald Moomaw, a director of the Company, purchased, effective April 1, 2015, the two medical professional associations, MED-CURE Primary Care Physicians, P.A. and MED-CURE Anti-Aging and Skin Care, P.A. (the “MED-CURE Companies”) that own the six clinics. The MED-CURE Companies have agreed, effective April 1, 2015, to enter into management agreements with the Company, pursuant to which the Company, through its subsidiary Lifestyle Texas Medical Management, LLC (“Lifestyle Management”), will provide organizational development, accounting, human resources, computer technical support compliance, scheduling, marketing and advertising, office space, equipment supplies and other management services and will receive an agreed percentage of the gross revenues of the practice group, with adjustments designed to ensure that management fees do not exceed an agreed cap, or that monthly payments do not result in an event of default under the acquisition financing documents for the MED-CURE Companies.

The leasing arrangements for the properties leased for the clinics’ offices were restructured effective April 1, 2015, with our real estate subsidiary, Lifestyle Texas Real Estate, LLC, leasing the properties where the clinics’ offices are located from the former owner of the Med-Cure Companies, and subleasing the properties back to the Med-Cure Companies for a five year term. In connection with the transaction with MedCure, the Company entered into a lease agreement with the former owner of MedCure. In 2015, the Company leased the clinics from the former owner of MedCure for five years with a five year renewal option at a monthly rental of $22,640. The Company also entered into a lease agreement with MedCure whereby MedCure will sublease the clinics from the Company at a monthly rental of $25,500, for a five-year term with a renewal option for an additional five years.

The following table sets forth the estimated differentials in rent paid by Lifestyle Texas Real Estate, LLC to the owner of the properties leased by the MED-CURE Companies in the first year of the leases, and amounts paid in that period under the subleases by the MED-CURE Companies.

Property Location	Monthly Base Rent Payable Under Master Lease by Lifestyle Texas Real Estate, LLC		Monthly Additional Rent Payable (est. subj. to adjustment) under Master Lease by Lifestyle Texas Real Estate, LLC		Subtenant	Monthly Base Rent Payable by Subtenant In Year 1		Monthly Lease Rent Escalation Provisions	Estimated Differential for the full Year 1 between Rent Payable by Lifestyle Texas Real Estate LLC and Subtenant.
Berry Road, Houston Texas	$	3,000	$	840	Med-Cure Primary Care Physicians PA	$	4,500	Monthly rent escalates $500 each year	$	7,920
Avenue H, Rosenburg, TX	$	4,500	$	987	Med-Cure Primary Care Physicians PA	$	6,000	Monthly rent escalates $500 each year, with cap of $7,500 per month for yrs. 4 & 5	$	6,156
SW Freeway, Houston TX					Med-Cure Primary Care Physicians PA	$	7,500	Monthly rent escalates $500 each year, with cap of $9,000 per month for yrs. 4 & 5
	$	9,000	$	4,313	Med-Cure Anti-Aging and Skin Care PA	$	7,500	Monthly rent escalates $500 each year, with cap of $9,000 per month for yrs. 4 & 5	$	20,244

Through our subsidiary, Regional Professional Alliance, Inc., a physician’s professional consulting company, we entered into an agreement with Dr. Moomaw effective April 1, 2015, to provide services through Lifestyle Professional Alliance for the benefit of Lifestyle Management related to oversight and professional medical services coordination of the managed clinics which have entered into management services agreements with Lifestyle Management. In this connection the Company on April 17, 2015, issued Dr. Moomaw a seven year stock purchase warrant, expiring April 17, 2022, to purchase 5,000,000 shares of our common stock, at an exercise price of $.09 per share.

Item 14. Principal Accountant Fees and Services

The following table presents fees accrued for audit services and other services provided during fiscal years 2015 and 2014 by Sadler, Gibb & Associates, LLC for the audit of the Company’s 2015 and 2014 fiscal years.

	2015		2014
Audit Fees	$	30,000	$	30,000
Audit-related Fees
Tax Fees
All Other Fees

Total Fees	$	30,000	$	30,000

Audit Fees

Audit fees were for professional services rendered for the audit of our annual financial statements, the review of the financial statements, services in connection with our statutory and regulatory filings for fiscal 2015.

Audit-Related Fees

Audit related fees were for assurance and related services rendered that are reasonably related to the audit and reviews of our financial statements for fiscal 2015, exclusive of the fees disclosed as Audit Fees above. These fees include assistance with registration statements and consents not performed directly in connection with audits.

All Other Fees

We did not incur fees for any services, other than the fees disclosed above relating to audit and audit-related services, rendered during fiscal 2015.

Audit Services. Audit services include the annual financial statement audit and other procedures required to be performed by the independent auditor to be able to form an opinion on our financial statements.

Audit-Related Services. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements which historically have been provided to us by the independent auditor and are consistent with the SEC’s rules on auditor independence.

All Other Services. Other services are services provided by the independent auditor that do not fall within the established audit, audit-related and tax services categories.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(3) Exhibits

Exhibit No.		Description
3.1		Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-SB, filed January 23, 2007).
3.1a		Certificate of Amendment to Articles of Incorporation, filed September 12, 2011. (Incorporated by reference to the Company’s Current Report on Form 8-K, filed October 20, 2011.)
3.1b		Articles of Merger with the Company’s wholly-owned subsidiary, Lifestyle Medical Network Inc., in which merger the name of the Company, as the surviving company in the merger, was changed to Lifestyle Medical Network Inc. (Incorporated by reference to Exhibit 3.1b to the Company’s Current Report on Form 8-K, filed July 17, 2012.)
3.2		By-Laws (Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-SB, filed January 23, 2007).
10.1		Distribution Agreement, dated December 29, 2006 with NTV Hungary Commercial Limited NTV Hungary Commercial Limited Liability Company (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-SB, filed January 23, 2007).
10.2		Acquisition Agreement, dated January 24, 2008, between the Company and Media Top Prim, Ltd. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 5, 2008).
10.3		Additional Agreement, dated May 2, 2008, to Acquisition Agreement, dated January 24, 2008, between the Company and Media Top Prim, Ltd. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed May 5, 2008)
10.4		Share Purchase Agreement, dated as of June 10, 2009, between the Company and IPA International Project Agency Establishment (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed November 4, 2009).
10.5		Agreement, dated as of February 23, 2010, between the Company and SC Stratco Group SRL. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed March 8, 2010.)
10.6		Additional Agreement, dated as of March 5, 2010, between the Company and Media Top Prim Ltd. (Incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K, filed March 31, 2010.)
10.7		Purchase Agreement, dated August 3, 2010, between the Company and Stipula Financial, Inc. (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed August 6, 2010.)
10.7a		Additional Agreement, dated August 13, 2010, to Purchase Agreement dated August 3, 2010, between the Company and Stipula Financial, Inc. (Incorporated by reference to Exhibit 10.7a to the Company’s Current Report on Form 8-K/A, filed August 13, 2010.)
10.8		Exchange Agreement, dated January 31, 2011, between the Company and Men’s Medical Corporation. (Incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K, filed March 31, 2011.)
10.9		Asset Purchase Agreement, dated February 2, 2011, between the Company and Chiril Luchinsky. (Incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K, filed March 31, 2011.)
10.10		Exchange Agreement, dated December 29, 2011, between the Company and Lifestyle Medical Corporation. (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed January 6, 2012.)
10.11		Assignment, dated May 9, 2011, of BMG Licensing Agreement to Elite Professional IP Licensing Company, LLC. (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K/A, filed February 15, 2012.)
10.12		License Agreement, dated October 5, 2010, between Modular Properties Limited, Inc. and Worldwide Medassets, Ltd. (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K/A, filed February 15, 2012.)
10.13		Stock Purchase Agreement, dated February 8, 2012, between the Company and Saddleworth Consulting, LLC. (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K/A, filed February 15, 2012.)
10.14		Employment Agreement, effective as of July 1, 2012, between the Company and Christopher P. Smith. (Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed July 17, 2012.)
31		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002.*
32		Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Oxley Act of 2002.**

* Filed herewith.

** Furnished herewith.

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 Annual Report on Form 10-K 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 12(g) 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

Date: May 16, 2016	By:	/s/ Christopher Smith
		Christopher Smith,
		Chief Executive Officer and Principal Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant in the capacities indicated, on June 10, 2015.

/s/ Christopher Smith
Christopher Smith,
Chief Executive Officer,
Principal Financial Officer and Director

By:	/s/ Adam Sachs
	Adam Sachs,
	Director

By:	/s/ Ronald C. Moomaw
	Ronald C. Moomaw,
	Director

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