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, 2017

 

OR

 

☐  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		(I.R.S. Employer
Incorporation or organization)		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, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes ☐   No ☐

 

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 $4,259,912.

 

Number of shares of Common Stock issued and outstanding as of June 14, 2018: 35,583,074 shares.

 

 

 

TABLE OF CONTENTS

 

PART I	1
Item 1. Business.	1
Item 1A. Risk Factors.	3
Item 1B. Unresolved Staff Comments.	8
Item 2. Properties.	8
Item 3. Legal Proceedings.	8
Item 4. Mine Safety Disclosures.	8
PART II	9
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	9
Item 6. Selected Financial Data.	10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.	13
Item 8. Financial Statements and Supplementary Data.	14
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	15
Item 9A. Controls and Procedures.	15
Item 9B. Other Information.	15
PART III	16
Item 10. Directors, Executive Officers, and Corporate Governance.	16
Item 11. Executive Compensation.	19
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	21
Item 13. Certain Relationships and Related Transactions, and Director Independence.	23
Item 14. Principal Accountant Fees and Services	23
PART IV	24
Item 15. Exhibits and Financial Statement Schedules.	24
SIGNATURES	26

 

 

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. Initial operations involved the acquisition of two television stations and the operator of a television channel in Moldova. We disposed of our Moldova media subsidiaries in 2011, and on December 29, 2011, changed the focus of our business to healthcare management by the acquisition of rights to healthcare technologies and practices pursuant to a license agreement, the full assignment of which was completed February 2, 2012. Effective July 31, 2012, the name of our Company was changed to Lifestyle Medical Network Inc.  

 

The operations of the MED-CURE and Total Care clinics in Houston, Texas, were acquired in 2015 and 2016 by Dr. Ronald Moomaw, a former director of the Company and a licensed physician in the State of Texas. The Company, through its subsidiary Lifestyle Texas Medical Management, LLC, had provided scheduling, marketing and advertising, office space, equipment, supplies and other management services to these clinics and in return for a percentage of the gross revenues of each of the practice groups. The MED-CURE and Total Care clinics terminated operations in late 2016. In connection with the cessation of operations of these clinics, the Company incurred a bad debt expense write-off of $1,131,873 as at December 31, 2016, representing the aggregate of our investments in these clinics and clinic debt to us as of that date.

 

As of the date of this report, we are focusing our efforts, through our consulting subsidiaries, Lifestyle Texas Medical Management LLC and Lifestyle Florida Medical Management LLC, on providing administrative support and practice management services to healthcare providers. The Company following initiation of its healthcare provider support services in 2016 is now expanding its internally generated marketing efforts for client healthcare providers.

 

Our services package is tailored to a practice group’s specific needs. Practices can select from menu of business solutions including billing, HR/PEO, accounting and consulting, computer technical support, compliance, and administrative functions including, but not limited to, equipment selection, budgeting, and staffing recruitment.

The Company has access to a nationwide network of ancillary providers of local and regional medical practice solutions. As a result, our client medical practices may benefit from cost savings, higher quality of patient care, and increased productivity efficiencies and revenue.

 

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

 

Competition

 

The healthcare industry, including the services market for healthcare providers, is competitive. There is competition from the types of services we provide to medical and health clinics and medical practice groups in the market areas where we operate, as well as generally from medical practices and hospitals. Competitors may have existing relationships with the medical community which may be superior to ours.

 

 

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.

 

Anti-Kickback Statutes

 

The United States Medicare/Medicaid Fraud and Abuse Anti-kickback Statute (the “Anti-Kickback Statute”) prohibits “knowingly or willfully” paying money or providing remuneration of any sort in exchange for federally-funded referrals. While the Department of Health and Human Services has issued regulations containing “safe harbors” to the Anti-Kickback Statute, our operations and arrangements may not comply with all of the

requirements. However, we believe that our operations are structured to substantially comply with applicable anti-kickback laws.

 

The State of Texas has its own version of the Anti-Kickback Statute, called the Texas Patient Solicitation Act (“TPSA”). Texas prohibits fee-splitting arrangements with physicians where professional fees of physicians are shared with non-physician persons or non-physician owned entities. Payment of remuneration for referrals and violations can result in state criminal and civil penalties. Because the TPSA is based on the federal Anti-Kickback Statute, the risks described above also arise under this state law except that the TPSA arguably is not limited to claims for treatment of federal program beneficiaries.

 

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 practices 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 practices. Texas law generally does not permit business corporations to practice medicine, exercise control over the professional decisions of physicians who practice medicine or engage in various business practices, such as employing physicians.

 

Licensing and Certification

 

Any healthcare practices or 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 a consultant 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.

 

The ACA, or its possible successor, is currently the subject of legislative activity in the U.S. Congress, and it is unclear whether the existing legislation will remain in place, be modified, or replaced by new legislation.

  

Employees

 

As of December 31, 2017, we employed one executive, 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 operate in a highly competitive industry IN WHICH WE ARE A SMALL ENTERPRISE COMPARED TO OUR COMPETITORS, and competition may lead to declines in PRACTICE CONSULTING REVENUES In MEDICAL PRACTICES THAT 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 obtain favorable managed care contracts, we may experience a decline in our revenues.

 

IF WE FAIL TO ENSURE COMPLIANCE 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;
	●	Anti-kickback and non-solicitation rules; and
	●	billing for services.

  

FAILURE BY OUR MANAGED HEALTH CARE PRACTICES TO COMPLY WITH LAWS GOVERNING THE TRANSMISSION AND PRIVACY OF HEALTH INFORMATION COULD THEM 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 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 a consultant. 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 the business, financial condition or results of operations of client medical practices.

 

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

 

A significant portion of the revenues of the medical practice groups 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.

 

If we fail to ENSURE COMPLIANCE With extensive laws and government regulations, our MANAGED HEALTHCARE PRACTICES 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 they fail to adhere to these standards, managed practices could be subject to monetary and operational penalties. If any of our managed healthcare practices loses its accreditation or fails to receive accreditation, it would become ineligible to receive reimbursement under Medicare or Medicaid.

 

 

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 efforts of Christopher Smith, our Chief Executive Officer, are critical to the success of our business. The expertise and advice Nathan Hawkins and Robert Sutherlin, the principals of the Novus Health group of companies, and who advise the Company, have significantly enhanced our efforts to change the focus of the Company’s operations from clinic management to overall healthcare practice advisory services. The loss of their services could significantly undermine our management’s industry expertise and our ability to provide efficient, quality healthcare services for healthcare practices that we advise, which could harm our business.

 

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

 

A cyber-attack that bypasses our 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 business systems, could have a material adverse impact on our business, financial condition or results of operations.

 

Risks Related to Our Common Stock and its Market

 

Because certain existing stockholders own a large percentage of our voting stock, other stockholders’ voting power may be limited.

 

The Dellinger Fund, and certain investors in the Company, own and/or control a majority of the voting power of our common stock. As a result, if these significant stockholders agreed to vote as a group, they will have the ability to control all matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. These stockholders may make decisions that are averse to your interests. See our discussion under the caption “Principal Stockholders” for more information about ownership of our outstanding shares.

  

We do not have a majority of independent directors on our Board and the Company has not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

 

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. Other than an Audit Committee that is not composed of independent directors, we have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an independent audit and other committee of our board of directors. It is possible that if our Board of Directors included a greater number of independent directors and if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors. In evaluating our Company, our current lack of corporate governance measures should be borne in mind.

 

 

Our share price is volatile and may be influenced by numerous factors that are beyond our control.

 

Market prices for shares of small healthcare companies such as ours are often volatile. The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

  

	●	fluctuations in stock market prices and trading volumes of similar companies;
	●	general market conditions and overall fluctuations in U.S. equity markets;
	●	sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;
	●	discussion of us or our stock price by the press and by online investor communities; and
	●	other risks and uncertainties described in these risk factors.

  

We have no current plans to pay dividends on our common stock and investors must look solely to stock appreciation for a return on their investment in us.

 

We do not anticipate paying any further cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. Investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

 

Our common stock is deemed to be “penny stock,” which may make it more difficult for investors to sell their shares due to DISCLOSURE AND suitability requirements.

 

Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:

 

	●	With a price of less than $5.00 per share;
	●	That are not traded on a “recognized” national exchange;
	●	Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or
	●	In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million.

 

Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many brokers have decided not to trade “penny stocks” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities.

 

 

Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

Item 2. Properties.

 

The Company leases its offices in Orlando, Florida on a month-to-month basis, at a monthly rental of $2,000. We had entered into a lease agreement for office space in Houston, Texas, with the former owner of the MED-CURE Companies, which was terminated effective December 31, 2016.

 

On January 1, 2017, we entered into a lease for offices located in Stafford, Texas, at a monthly rental of $1,194. The current rental is $1,214, and the lease expires December 31, 2018.

 

Item 3. Legal Proceedings.

 

In January 2018, the Company was served with a complaint in the case Amy Dalton vs. Physicians Stat Lab, Inc., Lifestyle Medical Network, Inc., Christopher Smith, and Nathan Hawkins. The case is pending in the United States District Court for the Middle District of Florida, Orlando Division.  The complaint alleges breach of contract and failure to pay the minimum wage. The plaintiff has claimed damages of $25,823, and the Company has answered the complaint denying any wrongdoing and asserting affirmative defenses to the plaintiff’s claims. The Company believes that there is very little likelihood of its having any exposure in this case, and therefore no accrual of a contingency loss was recorded for the year ending December 31, 2017.

 

In April, 2018, the Company was served with a complaint filed January 19, 2018 in the case David Davila vs. Lifestyle Texas Medical Management, LLC, a Texas subsidiary of the Company (“Lifestyle Texas Management”), and Christopher Smith, our Chief Executive Officer, in the County Civil Court at Law Number 1, Harris County, Texas. The complaint seeks recovery of debt represented by a March 24, 2016 promissory note in the principal amount of $75,400 bearing interest at the rate of 5% per annum, issued by Lifestyle Texas Management to the plaintiff. The Company entered into a settlement agreement on June 3, 2018, which has stayed prosecution of the lawsuit by plaintiff, pursuant to which agreement the Company would make three payments of $18,333 each on June 23, July 23 and August 23, 2018, to settle the lawsuit, which may be resumed by the plaintiff if the Company fails to make the payments as required by the settlement agreement. The Company became aware of the obligation in 2018, and the liability has been accrued as of December 31, 2017. The Company recorded a $55,000 bad debt expense for the year ended December 31, 2017.

 

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, 2016
Quarter Ended March 31, 2016			0.45				0.10
Quarter Ended June 30, 2016			0.19				0.06
Quarter Ended September 30, 2016			0.08				0.05
Quarter Ended December 31, 2016			0.20				0.05
Fiscal Year Ended December 31, 2017
Quarter Ended March 31, 2017			1.00				0.062
Quarter Ended June 30, 2017			0.42				0.24
Quarter Ended September 30, 2017			0.25				0.10
Quarter Ended December 31, 2017			0.20				0.09
Fiscal Year Ended December 31, 2018
Quarter Ended March 31, 2018			0.19				0.05

  

Holders

 

As of April 2, 2018, 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.

 

 

Sales of Unregistered Securities

 

The table below shows the Company’s sales of unregistered securities not previously reported for the Company’s fiscal ended December 31, 2017.

 

Date			Title and Amount		Purchaser		Principal Underwriter		Total Offering Price/Underwriting Discounts
April 4, 2017			12% Convertible Note in the principal amount of $125,000, convertible into common stock at $.10 per share.		Private Investor		NA			$ 125,000/NA
May 16, 2017			Five-year common stock purchase warrant to purchase 969,164 shares of common stock at an exercise price $.10 per share.		Private investor.					$ -0-/NA
July 17, 2017			Five-year common stock purchase warrant to purchase 250,000 shares of common stock at an exercise price $.10 per share.		Director of the Company.					$ 25,000/NA
July 17, 2017			Five-year common stock purchase warrant to purchase 1,500,000 shares of common stock at an exercise price $.10 per share.		Consultant to Company.					$ 150,000/NA

 

The Company believes that the above transactions are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof.

 

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

 

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.  

 

General

 

The operations of the MED-CURE and Total Care clinics in Houston, Texas, were acquired in 2015 and 2016 by Dr. Ronald Moomaw, a former director of the Company and a licensed physician in the State of Texas. The Company, through its subsidiary Lifestyle Texas Medical Management, LLC, had provided scheduling, marketing and advertising, office space, equipment, supplies and other management services to these clinics and in return for a percentage of the gross revenues of each of the practice groups. The MED-CURE and Total Care clinics terminated operations in late 2016. In connection with the cessation of operations of these clinics, the Company has incurred a bad debt expense write-off of $1,131,873 as at December 31, 2016, representing the aggregate of our investments in these clinics and clinic debt to us as of that date.

 

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

 

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 to healthcare practices. We may also acquire healthcare clinics where permitted as a regulatory matter, if the profile of the clinics’ services is consistent with the types of healthcare businesses we view as favorable for acquisition.

 

RESULTS OF OPERATIONS

 

YEAR ENDED DECEMBER 31, 2017 COMPARED TO THE YEAR ENDED DECEMBER 31, 2016

 

During the year ended December 31, 2017, we had total revenues of $4,180,263, as compared with total revenues of $1,607,982 in the year ended December 31, 2016, and we incurred a net loss of $1,531,654, as compared with a net loss of $3,000,789 in 2016. The higher net loss in 2016 was principally due to higher costs and expenses of $4,015,742 in relation to revenues, due principally to bad debt expense of $1,131,873, an impairment charge of $343, 242 and a $251,580 cost of revenue related to rental income in 2016, as compared with operating costs and expenses of $5,046,569 for 2017, where revenues were substantially higher, with a bad debt expense in 2017 of $80,329 and $-0- impairment charge and $-0- cost of revenues related to rental income. In 2017, cost of revenue related to management fees was $3,296,982, for which the 2016 amount was $1,070,367. Interest expense incurred in 2017 was $886,848, as compared to $556,332 in 2016, and general and administrative expense was $1,166,263 in 2017, as compared with $1,146,751 in general and administrative expense in 2016. We incurred a gain on extinguishment of debt of $221,500 in 2017, as compared with a loss of $61,697 in 2016.

 

LIQUIDITY AND FINANCIAL RESOURCES

 

At December 31, 2017, we had a working capital deficiency of approximately $2,413,916. At December 31, 2017, we had total assets of approximately $312,867, including $9,827 of cash. Net cash used in operating activities in 2017 was approximately $144,335; net cash used in investing activities was approximately $2,214; and net cash from financing activities was $108,000 in 2017.

 

Our operations have never been profitable, and it is expected that we will continue to incur operating losses in the future. In 2017, we generated revenues of $4,180,263, incurred total operating expenses of $5,046,569, and had a net loss of $1,531,654. As of December 31, 2017, we had $9,827 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.

 

 

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

 

As of June 19, 2017, the Company renewed three promissory notes with the holder, Roy Meadows (the “Holder”), such that: (a) the Note dated April 28, 2015 with a Maturity Date of April 28, 2017 (“April 2015 Note”), was renewed to April 28, 2018; (b) the Note dated June 8, 2015 with a Maturity Date of April 28, 2017 (“June 2015 Note”), was renewed to June 8, 2018; and (c) the Note dated June 13, 2016 with a Maturity Date of June 13, 2017 (“June 2016 Note”), was renewed to June 13, 2018 (The “Renewals”). The Renewal Fees were 10% of the outstanding balance of each Note: $34,496 for the April 2015 Note, $34,442 for the June 2015 Note and $27,978 for the June 2016 Note. In connection with the Renewals, each Note’s Renewal Fee was added to the outstanding balance of the respective Note as of its Maturity Date. As of September 30, 2017, the balance due the Holder for the April 2017 Note was $379,456; the balance on the June 2015 Note was $378,864; and the balance on the June 2016 Note $307,760.

 

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

  

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, 2017 and 2016

 

 

 

 

 

 

 

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, 2017 and 2016	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2017 and 2016	F-5
Consolidated Statement of Stockholders Deficiency for the Years Ended December 31, 2017 and 2016.	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017 and 2016	F-7
Notes to the Consolidated Financial Statements	F-8

  

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the shareholders and board of directors of

Lifestyle Medical Network, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of Lifestyle Medical Network, Inc. and its subsidiaries (collectively, the “Company”) as of December 31, 2017, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company’s auditor since 2017.

Houston, Texas

June 14, 2018

 

 

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 sheet of Lifestyle Medical Network, Inc. as of December 31, 2016, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 consolidated 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 audit provides 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, 2016, and the results of its operations and its cash flows for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Sadler, Gibb & Associates, LLC

 

Salt Lake City, UT

May 1, 2017

 

 

 

  

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

		December 31,
		2017				2016
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	9,827			$	48,376
Accounts receivable-related party			-				68,360
Accounts receivable			231,963				232,715
Loan receivable			800				-
Prepaid expenses			26,667				275,034
Total Current Assets			269,257				624,485
Property, plant and equipment – net			42,416				69,902
Prepaid expenses, net of current portion			-				200,802
Other assets			1,194				-
TOTAL ASSETS		$	312,867			$	895,189
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES:
Accounts payable and accrued expenses		$	538,737			$	426,219
Accounts payable-related party			-				71,929
Notes payable			315,000				545,000
Convertible notes payable,net of $36,644 and $304,718 debt discount			1,829,436				1,185,802
Total Current Liabilities			2,683,173				2,228,950
LONG-TERM LIABILITIES:
Convertible notes payable,net of $4,543 discount at December 31, 2016			-				45,457
Total Liabilities			2,683,173				2,274,407
Commitments and Contingencies			-				-
STOCKHOLDERS’ DEFICIENCY:
Common stock, $.001 par value, 200,000,000 shares authorized; 35,583,074 and 33,958,257 shares issued and outstanding at December 31, 2017 and 2016, respectively			35,583				33,959
Additional paid-in-capital			11,479,523				10,948,581
Accumulated deficit			(13,893,412	)			(12,361,758	)
Total LifeStyle Medical Network Stockholders’ Deficiency			(2,378,306	)			(1,379,218	)
Non-controlling interest			8,000				-
Total Stockholders’ Deficiency			(2,370,306	)			(1,379,218	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	312,867			$	895,189

 

See notes to consolidated financial statements

 

 

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

		For the Years Ended
		December 31,
		2017				2016
Revenues:
Management fees-related party		$	242,894			$	769,236
Management fees			3,937,369				512,496
Rental income-related party			-				326,250
Total revenues			4,180,263				1,607,982
Costs and expenses:
Cost of revenue related to management fees			3,296,982				1,070,367
Cost of revenue related to rental income			-				251,580
Cost of revenue-related party management fees			502,995				71,929
Bad debt expense			80,329				1,131,873
Impairment charge			-				343,242
Selling, general and administrative expenses			1,166,263				1,146,751
Total Costs and expenses			5,046,569				4,015,742
Loss from operations			(866,306	)			(2,407,760	)
Other income (expense):
Gain (loss) on extinguishment of debt			221,500				(61,697	)
Other income			-				25,000
Interest expense			(886,848	)			(556,332	)
Total Other income (expense)			(665,348	)			(593,029	)
Loss from operations before provision for income taxes			(1,531,654	)			(3,000,789	)
Provision for income taxes			-				-
Net loss		$	(1,531,654	)		$	(3,000,789	)
Loss per common share-basic and diluted		$	(0.04	)		$	(0.09	)
Weighted average common shares outstanding
- basic and diluted			34,953,709				33,822,291

 

See notes to consolidated financial statements

 

 

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

		Common Stock								Additional								Total LifeStyle Medical Network								Total
		Number of								Paid				Accumulated				Stockholders’				Non-Controlling				Stockholders’
		Shares				Amount				In Capital				Deficit				Deficiency				Interest				Deficiency
Balance, January 1, 2016			33,658,257			$	33,659			$	9,172,696			$	(9,360,969	)		$	(154,614	)		$	-			$	(154,614	)
Issuance of warrants for services			-				-				1,149,740				-				1,149,740				-				1,149,740
Issunace of common stock for services			300,000				300				23,700				-				24,000				-				24,000
Beneficial conversion feature			-				-				602,445				-				602,445				-				602,445
Net loss for the year ended December 31, 2016			-				-				-				(3,000,789	)			(3,000,789	)			-				(3,000,789	)
Balance, December 31, 2016			33,958,257				33,959				10,948,581				(12,361,758	)			(1,379,218	)			-				(1,379,218	)
Issuance of warrants for services			-				-				193,000				-				193,000				-				193,000
Issunace of common stock for services			250,000				250				57,250				-				57,500				-				57,500
Cashless conversion of warrants			1,374,817				1,374				(1,374	)			-				-				-				0
Beneficial conversion feature			-				-				125,000				-				125,000				-				125,000
Issuance of warrants for renewal of debt			-				-				157,066				-				157,066				-				157,066
Sale of common stock-subsidiary			-				-				-				-				-				28,000				28,000
Cash paid to non-controlling interests as distribution			-				-				-				-				-				(20,000	)			(20,000	)
Net loss for the year ended December 31, 2017			-				-				-				(1,531,654	)			(1,531,654	)			-				(1,531,654	)
Balance, December 31, 2017			35,583,074			$	35,583			$	11,479,523			$	(13,893,412	)		$	(2,378,306	)		$	8,000			$	(2,370,306	)

 

See notes to consolidated financial statements

 

 

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For The Years Ended
		December 31,
		2017				2016
Cash flows from operating activities:
Net loss		$	(1,531,654	)		$	(3,000,789	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets			-				5,555
Depreciation			29,700				81,452
(Gain) loss on extinguishment of debt			(221,500	)			61,697
Bad debt expense			80,329				1,131,873
Impairment charge			-				343,242
Stock-based compensation			250,500				24,000
Renewal of note and additional interest expense			253,982				254,082
Amortization of debt discount and warrants			397,617				813,547
Changes in operating assets and liabilities:
Accounts receivable			(24,577	)			(232,715	)
Accounts receivable-related party			68,360				99,695
Prepaid expenses			447,175				53,106
Accounts payable-related party			(71,929	)			71,929
Accounts payable and accrued expenses			177,662				287,559
Net Cash Used in Operating Activities			(144,335	)			(5,767	)
Cash flows from investing activities:
Advances to related party			-				(948,060	)
Repayments by related party			-				265,000
Purchase of equipment			(2,214	)			(7,516	)
Net Cash Used In Investing Activities			(2,214	)			(690,576	)
Cash flows from financing activities:
Proceeds from non-controlling interests			28,000				-
Repayments to non-controlling interests			(20,000	)			-
Repayments of promissory note			(55,000	)			(30,000	)
Proceeds from promissory note			30,000
Proceeds from convertible debt			125,000				725,000
Net Cash Provided by Financing Activities			108,000				695,000
Net change in cash			(38,549	)			(1,343	)
Cash and cash equivalents - Beginning of period			48,376				49,719
Cash and cash equivalents - End of period		$	9,827			$	48,376
Supplementary information:
Cash paid for:
Interest		$	45,250			$	-
Income taxes
		$	-			$	-
Non-cash Investing and Financing Activities
Equipment purchased with notes payable		$	-			$	275,000
Cashless conversion of warrants		$	1,374			$	-
Discount on convertible debt for Beneficial Conversion Feature and warrants		$	125,000			$	602,445
Issuance of warrants for prepaid services		$	-			$	1,149,740

 

See notes to consolidated financial statements 

 

LIFESTYLE MEDICAL NETWORK INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

 

1.

Organization and Summary of Significant Accounting Policies

 

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.

 

The operations of the MED-CURE and Total Care clinics in Houston, Texas, were acquired in 2015 and 2016 by Dr. Ronald Moomaw, a former director of the Company and a licensed physician in the State of Texas. The Company, through its subsidiary Lifestyle Texas Medical Management, LLC, had provided scheduling, marketing and advertising, office space, equipment, supplies and other management services to these clinics in return for a percentage of the gross revenues of each of the practice groups. The MED-CURE and Total Care clinics terminated operations in late 2016. In connection with the cessation of operations of these clinics, the Company has incurred a bad debt expense write-off of $1,131,873 as at December 31, 2016, representing the aggregate of our investments in these clinics and clinic debt and accounts receivable to us as of that date.

 

Current Operations

 

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

 

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

 

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

 

Going Concern

 

The consolidated financial statements for the year ended December 31, 2017 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has a past history of recurring losses from operations. The Company will require additional funding to execute its future strategic business plan. Successful business operations and its transition to attaining profitability are dependent upon obtaining additional financing and achieving a level of revenue to support its cost structure. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

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

 

 

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

 

Significant Accounting Policies

 

Principles of Consolidation

 

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

 

Non-controlling interests are reported in the consolidated statement balance sheet as a separate component of equity. Non-controlling interests represent the equity of subsidiaries, directly or indirectly to the Company.

 

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. The Company had no cash equivalents as at December 31, 2017 and 2016.

 

Revenue Recognition

 

Related Party Revenue

 

Revenue is recognized in accordance with SAB No. 104. Persuasive evidence of an arrangement exists; Delivery has occurred or services have been rendered; Seller’s price to the buyer is fixed or determinable; and Collectability is relatively assured.

 

During 2016 and 2017 the Company recorded revenue from management fees as services are provided and in accordance with the management agreements with the MedCure Companies and Physician Stat Lab. The Company provides organizational development, accounting, human resources, computer technical support compliance, scheduling, marketing and advertising and other management services and receives 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.

 

Management Fee Revenue

 

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

 

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. For the years ended December 31, 2017 and 2016, the Company recorded a bad debt expense of $80,329 and $ 1,131,873, respectively, related to accounts receivable.

 

Use of Estimates

 

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

 

 

Business Combinations

 

The Company recognizes the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the accounting 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.  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 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. For the year ended December 31, 2016, the Company recorded an impairment of $343,242, of which $77,784 is related to the licensing agreement and $265,458 to equipment.

 

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 accounts for stock-based compensation to employees in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimated the fair value of stock-based payments using the Black-Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

 

 

Beneficial Conversion Features

 

The Company evaluates the conversion feature for whether it was beneficial as described in ASC 470-30. The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the shares of common stock at the commitment date to be received upon conversion.

 

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 agreements.  For the years ended December 31, 2017 and 2016, there were 44,037,419 (22,044,164 shares for warrants and 21,993,255 for convertible debt) and 32,151,852 (22,834,564 shares for warrants and 9,317,288 for convertible debt) potential common shares, respectively, that were not included in the calculation of diluted earnings per share as their effect would be anti-dilutive.

 

Related Parties

 

The Company accounts for related party transactions in accordance with ASC 850 (“Related Party Disclosures”). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

 

Accounting Standards Issued But Not Yet Adopted

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing account standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to a customer. Subsequently, the FASB issued several other updates related to revenue recognition collectively with ASU 201-09, the “new revenue standards”). The new revenue standards will replace most existing revenue recognition guidance in U.S. GAAP upon its effective dates.

 

In preparation for adoption of the new guidance, we have reviewed representative samples of contracts and other forms of agreements with customers and have evaluated the provisions under the five-step model specified by the new revenue standards. The Company has completed its assessment and identified changes with respect to timing of revenue recognition,

 

 

We will adopt the guidance under the new revenue standards using the modified retrospective transition method effective January 1, 2018. The Company does not expect the adoption of the new revenue standards to have a material impact on its consolidated financial statements.

 

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

 

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, 2017, 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.

 

As of December 31, 2017, the Company has not recognized any income or cash flows from the use of the license. The Company will continue its plans to utilize the license but as of December 31, 2016, the Company recorded an impairment charge of $77,784, reducing the value of the license to $-0-.

 

 

The components of intangible assets are as follows:

 

	License Agreements
	Balance January 1, 2016		$	83,338
	Impairment charge			(77,784	)
	Amortization for the year ended December 31, 2016			(5,554	)
	Balance December 31, 2017 and 2016		$	-

 

Amortization expense for the years ended December 31, 2017 and 2016 amounted to $-0- and $5,554, respectively.

 

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, 2016. The Company advanced the MedCure Companies $948,060 and received repayments of $265,000. As of December 31, 2016, the MedCure Companies owed the Company $783,060. On December 31, 2016, the Company wrote off the balance of $783,060 from the MedCure companies reducing the balance to $-0-.

 

4.

PROPERTY AND EQUIPMENT

 

Property and equipment consists of the following:

 

			December 31,
			2017				2016
	Equipment		$	118,101			$	115,887
	Accumulated depreciation			(75,685	)			(45,985	)
			$	42,416			$	69,902

 

Depreciation expense for the years ended December 31, 2017 and 2016 was $29,700 and $81,452, respectively.

 

During the years ended December 31, 2017 and 2016, the Company purchased equipment for $2,214 and $7,516, respectively.

 

 

5.

DEBT

 

Short-term for the years ended December 31, 2017 and 2016 were as follows:

 

			December
			2017				2016
	Short-term Debt and Convertible Debt
	Unsecured promissory note, interest @ 12% per annum, due April 30, 2018 (8)		$	150,000			$	150,000
	Unsecured promissory note, interest @ 10%, due April 30, 2018 (9)			75,000				75,000
	Unsecured convertible promissory note, interest @ 10% per annum, due April 30, 2018 (10)			100,000				100,000
	Unsecured convertible promissory note, interest @ 12% per annum, due April 28, 2018 and June 8, 2018 (2)			758,320				461,897
	Unsecured convertible promissory note, interest @ 12% per annum, due December 17, 2016 (11)			100,000				100,000
	Unsecured convertible promissory note, interest @ 10% per annum, due April 30, 2018 (12)			50,000				50,000
	Unsecured promissory note, interest @ 10% per annum, due May 1, 2017			-				25,000
	Unsecured promissory note, interest @ 6% per annum due October 15, 2017 (6)			60,000				275,000
	Unsecured convertible promissory note, interest @ 12% per annum, due June 14, 2018 (3)			307,760				242,652
	Unsecured promissory note, interest free, due August 15, 2017 (1)			-				20,000
	Unsecured convertible promissory note, interest @ 12% per annum, due October 17, 2017 (4)			250,000				187,467
	Unsecured convertible promissory note, interest @ 12% per annum, due November 28, 2017 (5)			125,000				43,786
	Unsecured convertible promissory note, interest @ 12% per annum, due August 24, 2018 (7)			50,000				45,457
	Unsecured convertible promissory note, interest @ 10% per annum, due April 4, 2018 (14)			88,356				-
	Unsecured promissory note, interest free, due April 30, 2018 (13)			30,000				-
				2,144,436				1,776,259
	Less: Current portion			2,144,436				1,730,802
			$	-			$	45,457

 

1.

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

 

 

2.

On May 16, 2016, the Company amended its loan agreements with Roy Meadows (“Meadows”). The Company agreed to pay Meadows a renewal fee of $28,000 and $27,956 on its outstanding loans with Meadows and extend the maturity dates to April 28, 2017 and June 8, 2017, respectively. The new outstanding balance of the loans including interest and renewal fees amounted to $308,000 and $307,520, respectively. The debt discount as of December 31, 2016 was $69,715 and $83,908, respectively. All debt discount was fully amortized in 2017. In June 2017, the Company renewed its loan agreements with Meadows. The origination dates of the note were April 28, 2015 and June 8, 2015. The Company agreed to pay Meadows a renewal fee of $34,496 and $34,442 on its two outstanding loans with Meadows and extend the maturity dates of the loans to April 28, 2018 and June 8, 2018, respectively. The new outstanding balances of the loans including interest and the renewal fees amounted to $379,456 and $378,864, respectively. In addition to the renewal fees, the Company issued 689,382 renewal warrants valued at $111, 635 (see Note 9 for further discussion).

 

The Company also agreed to maintain the conversion price of the loans into the Company’s common stock @ $0.10 per share. At any time, the holder of the notes, at his option, has the right to convert the outstanding principal balance or any portion of the principal amount hereof, and any accrued interest into shares of common stock of the Company.

 

3.

On June 13, 2016, the Company issued a convertible promissory note to Meadows and received proceeds of $250,000. The promissory note bears interest @ 12% per annum and matures one year from the date of issuance. At any time, the holder of the note, at his sole option, has the right to convert the outstanding principal amount of this note, or any portion of the principal hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. The fair value at the date of issuance was $0.07, which created a beneficial conversion feature of $16,355, the beneficial conversion feature was recorded as a debt discount over the life of the debt. The debt discount as of December 31, 2017 and 2016 was $0 and $7,348. In June 2017, the Company renewed its loan agreement with Meadows. The origination date of the note was June 13, 2016. The Company agreed to pay Meadows a renewal fee of $27,978 on its loan with Meadows and the right to extend the maturity date of the loan to June 13, 2018. The new outstanding balance of the loan including interest and the renewal fee amounted to $307,760.  At any time, the holder of the note, at his sole option, has the right to convert the outstanding principal amount of this note, or any portion of the principal hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. In addition to the renewal fees, the Company issued 279,782 renewal warrants valued at $45,431. (See Note 9 for further discussions)

 

4.

On October 17, 2016, the Company issued a convertible note to Meadows and received proceeds of $250,000. The promissory note bears interest @ 12% per annum and matures on October 17, 2017. At any time, the holder of the note, at his sole option, has the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $78,705. The beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of December 31, 2017 and 2016was $-0- and $62,532. The note is currently in default.

 

5.

On November 28, 2016, the Company issued a convertible note to Meadows and received proceeds of $125,000. The promissory note bears interest @ 12% per annum and matures on November 28, 2017. At any time, the holder of the note, at his sole option, has the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.15, which created a beneficial conversion feature of $89,286. The beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of December 31, 2017 and 2016 was $-0- $81,215. The note is currently in default.

 

6.

On April 1, 2016, the Company issued a secured promissory note to Emile Fares, M.D. (the “Payee”), an unrelated party, and promised to the Payee $275,000 in exchange for all the medical equipment owned by RMC Totalcare Medical PA. The secured promissory note bears interest @ 6% per annum and matures one year from the date issuance. On April 1, 2017, the Company and payee entered into an agreement to modify the original note of the Company to the payee to decrease the principal amount of the note from $275,000 to $70,000, and to extend the maturity to October 15, 2017. Any interest accrued would be included as part of the principal payment. The Company repaid $10,000 in May 2017 against the unsecured note. The Company recorded a gain on the settlement of the debt in the amount of $221,500 during 2017. The note is currently in default.

 

 

7.

On August 24, 2016, the Company issued a convertible note to Daniel Hagen and received proceeds of $50,000. The promissory note bears interest @ 10% per annum and matures on August 24, 2018. At any time, the holder of the note, at his sole option, has the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.06 per share. The fair value of the common stock at the date of issuance of the advance was $0.07, which created a beneficial conversion feature of $8,333. The beneficial conversion feature was recorded as a debt discount over the life of the note. The debt discount as of December 31, 2017 and 2016 was $-0- and $4,543.

 

8.

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 April 30, 2018.

 

9.

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 August 15, 2017. As additional consideration, the Company issued Curt Maes 250,000 shares of the Company’s common stock valued @ $25,000. The note was extended to April 30, 2018.

 

10.

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 annum and matures one year from the date of issuance. At any time, the holder of the note, at his option, has the right to convert the outstanding principal 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. The note has been extended to April 30, 2018 with no other consideration.

 

11.

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, has 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 $0.45 per share, the fair value of common stock at the date of issuance. The note is currently in default.

 

12.

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 annum and matures one year from the date of issuance. At any time, the holder of the note, at his sole option, has 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, 2017, was $-0-. The debt discount was fully amortized during 2016. The note has been extended to April 30, 2018 with no other consideration.

 

13.

On April 4, 2017, the Company issued a convertible note to Meadows and received proceeds of $125,000. The promissory note bears interest at 12% per annum and matures on April 4, 2018. At any time, the holder of the note, at his sole option, has the right to convert the outstanding principal amount of this note, or any portion hereof, and any accrued interest into shares of common stock of the Company, at a conversion price of $0.10 per share. The fair value of the common stock at the date of issuance of the advance was $0.16, which created a beneficial conversion feature of $125,000, the beneficial conversion feature was recorded as a debt discount over the life of the note. The Company issued 250,000 warrants valued at $60,000 (see Note 6 for further discussion), of the $125,000 debt discount recorded, $40,541 represents the relative fair value of the warrants allocated and remaining to the debt discount. The unamortized debt discount as of December 31, 2017 was $36,644

 

14.

On September 22, 2017, the Company issued a promissory note to Church Street Capital and received proceeds of $30,000. The advance is interest-free and matures 60 days from the date of issuance. The note has been extended to April 30, 2018.

 

15.

On November 12, 2015, the Company executed an unsecured promissory note with Rochelle 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. During 2016, the note was extended to May 1, 2017 with no other consideration. Therefore, no accounting treatment was needed for the extension. During 2017, the note was repaid in full.

 

 

Interest expense for the years ended December 31, 2017 and 2016 was $489,234 and $157,213, respectively.

 

Amortization of debt discount for the years ended December 31, 2017 and 2016 was $397,617 and $399,119, respectively, which is included in the interest expense.

 

6.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

			December 31,
			2017				2016
	Interest		$	239,416			$	171,636
	Professional fees			94,228				104,278
	Consulting			117,082				124,384
	Other			88,011				25,921
			$	538,737			$	426,219
	Consulting-related party		$	-			$	71,929

 

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 during the years ended December 31, 2017 and 2016.  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.  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.

 

The provision for income taxes consist of the following:

 

			Years Ended
			December 31,
			2017				2016
	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,
			2017				2016
	Book income (loss) from operations		$	(321,647	)		$	(1,020,268	)
	Common stock issued for services			12,075				8,160
	Warrants issued for services			40,530				390,912
	Impairment expense			-				116,702
	Change in valuation allowance			269,042				504,494
	Income tax expense		$	-			$	-

 

As of December 31, 2017, the Company recorded a deferred tax asset associated with a net operating loss (“NOL”) carryforward of approximately $5.3 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 2034. The valuation allowance increased by approximately $257,000 during the year ended December 31, 2017. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) significantly revised U.S. corporate income tax law by, among other things, reducing the corporate rate from 34% to 21%. Because the Company recognizes a valuation allowance for the entire balance, there is no net impact to the Company’s balance sheet or results of operations.

 

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:

 

			Tax Effect
			2017				2016
	Net operating loss carry forwards (expire through 2034)		$	(1,111,940	)		$	(1,364,691	)
	Common stock issued for services			25,723				22,098
	Warrants issued for services			194,229				248,846
	Impairment expense			409,514				663,022
	Total gross deferred tax asset/liabilities			(482,474	)			(430,725	)
	Valuation allowance			482,474				430,725
	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.

 

8.

STOCKHOLDERS’ EQUITY

 

In August 2017, the Company issued 250,000 shares of the Company’s common stock to EMC Corp In connection with a service agreement with the Company. The fair value of the common stock issued was $57,500, of which $38,333 was expensed during the year ended December 31, 2017.

 

On June 15, 2016, the Company issued 100,000 shares of the Company’s common stock to LKB Partners LLC in connection with a service agreement with the Company. The fair value of the common stock issued was $8,000, all of which was expensed during the year ended December 31, 2016.

 

 

On June 15, 2016, the Company issued 200,000 shares of the Company’s common stock to Harcharan Narang M.D. in connection with a service agreement with the Company. The fair value of the common stock issued was $16,000, all of which was expensed during the year ended December 31, 2016.

 

9.

WARRANTS

 

In January 2017, the Company issued warrants to the directors of the Company to purchase 200,000 shares of common stock at an exercise price of $0.09 per share. The warrants were issued in connection with services to be provided through December 31, 2017. These warrants vest immediately and expire 5 years from the date of issuance. The fair value of the warrants was $18,000, all of which was expensed during the year ended December 31, 2017.

 

On April 4, 2017, the Company issued a warrant to Roy Meadows to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.025 per share. The warrant was issued in connection with financing provided to the Company. The relative fair value of the warrant was $40,541, which is included in the $125,000 debt discount recorded against the note and is amortized during the year ended December 31, 2017.

 

On May 16, 2017, the Company issued a warrant to Roy Meadows to purchase 969,164 shares of the Company’s common stock at an exercise price of $0.025 per share. The purchase warrant consists of a renewal warrant issued in connection with the extension of three Meadows’ notes. The relative fair value of the warrant amounted to $157,066, all of which is included in debt discount and was amortized during the year ended December 31, 2017.

 

In July 2017, the Company issued a warrant to a director of the Company to purchase 250,000 shares of common stock at an exercise price of $0.10 per share. The warrant was issued in connection with professional services provided to the Company. This warrant vests immediately and expires five years from the date of issuance. The fair value of the warrant was $25,000, all of which was expensed during the year ended December 31, 2017.

 

In July 2017, the Company also issued a warrant to a consulting company to purchase 1,500,000 shares of common stock at an exercise price of $0.10 per share. The warrant was issued in connection with services previously provided to the Company during 2017. The warrant vests immediately and expires five years from the date of issuance. The fair value of the warrant was $150,000, all of which was expensed during the year ended December 31, 2017.

 

In March 2017, Roy Meadows exercised a cashless common stock purchase warrant and the Company issued Roy Meadows 927,118 shares of common stock. In July 2017, Roy Meadows exercised two cashless common stock purchase warrants and the Company issued Roy Meadows 447,699 shares of common stock.

 

During December 2016, the Company issued warrants to Christopher Smith, the Company’s Chief Executive Officer, to purchase 2,500,000 shares of common stock at an exercise price of $0.10 per share for services provided to the Company through December 31, 2016. The fair value of the warrant was $250,000, all of which was expensed during the year ended December 31, 2016.

 

During December 2016, the Company issued warrants to the Directors of the Company to purchase 1,525,000 shares of common stock at an exercise price of $0.10 per share. The warrants were issued in connection with services provided to the Company through December 31, 2016. The fair value of the warrants was $152,500 all of which was expensed during the year ended December 31, 2016.

 

During November and December 2016, the Company issued warrants to two consultants to purchase 1,700,000 shares of common stock at an exercise price of $0.08 - $0.09 per share. The warrants were issued in connection with services provided to the Company. The fair value of the warrants was $167,240, of which $120,573 was expensed during the year ended December 31, 2016.

 

In October and December 2016, the Company issued warrants to Roy Meadows to purchase 250,000 and 250,000 shares, respectively, of the Company’s common stock at an exercise price of $0.025 per share. The warrants were issued with financings provided to the Company. The fair value of the warrants was $54,233. This amount has been included with debt discount against the Roy Meadows note and will be amortized over the life of the note.

 

During September 2016, the Company issued warrants to four consultants to purchase 6,500,000 shares of the Company’s common stock at exercise prices of $0.07 and $0.08 per share. The warrants were issued in connection with services to be provided to the Company over the next two years. The fair value of the warrants was $500,000, of which $69,999 was expensed during the year ended December 31, 2016. The remaining balance was expenses during 2017.

 

 

On April 1, 2016, the Company issued a warrant to Harcharan Narang M.D, to purchase 800,000 shares of the Company’s common stock at an exercise price of $0.20 per share. The warrant was issued in connection with services provided to the Company. The fair value of the warrant was $80,000, all of which was expensed during the year ended December 31, 2016.

 

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

 

On June 13, 2016, the Company issued a warrant to Roy Meadows to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.025 per share. The warrant was issued in connection with a financing provided to the Company. The fair value of the warrant was $17,500, of which $9,477 was expensed as interest during the year ended December 31, 2016.

 

During the year ended December 31, 2017, 2,400,000 warrants expired.

 

The estimated value of the warrants issued during 2017 was determined using the Black Scholes pricing model using the following assumptions: expected term of 5 years, a risk-free interest rate of 1.19%, a dividend yield of -0- and volatility of 387.1%. The fair value of the warrants issued amounted to $410,666.

 

For warrants issued during 2016, the estimated value of the warrants were determined using the Black-Scholes pricing model using the following assumptions: expected term of 5 to 7 years, a risk free interest rate between 1.14% and 2.07%, a dividend yield of -0- and volatility between 202% and 423%. The fair value of the warrants issued amounted to $1,162,239.

 

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

 

							Exercise				Remaining		Intrinsic
			Shares				Price				Life		Value
	Outstanding, January 1, 2016			8,000,000			$	0.13			4.6 years
	Granted			14,834,564				0.09			5 years
	Expired/Cancelled			-				-
	Exercised			-				-
	Outstanding, December 31, 2016			22,834,564				0.10			4.4 years		$	395,217
	Granted			3,169,164				0.07			4.9 years
	Expired/Cancelled			(2,400,000	)			-
	Exercised			(1,559,564	)			0.03
	Outstanding- December 31, 2017			22,044,164			$	0.09			4.7 years		$	1,808,529
	Exercisable- December 31, 2017			22,044,164			$	0.09			4.7 years		$	1,808,529

 

10.

RELATED PARTY TRANSACTIONS

 

a) Nathan Hawkins, a former director of the Company, is a 33 ½ % owner of Global Physicians Healthcare, Inc. a healthcare consulting company, which was paid $502,995 and $71,929 by the Company for services rendered under a September 16, 2016 Support Services Agreement with the Company during the years ended December 31, 2017 and 2016, respectively.

 

b) Nathan Hawkins, a former director of the Company, has an indirect 47.5% interest in Physicians Stat Lab LLC, a medical services laboratory. In connection with support services rendered by the Company, Physicians Stat Lab, LLC made $242,894 and $68,360 of consulting payments to Lifestyle during the years ended December 31, 2017 and 2016, respectively.

 

c) Dr. Ronald Moomaw (“Moomaw”), a former director of the Company, is the sole owner of the MED-CURE Companies. The Company received  55% of its revenue for the year ended December 31, 2016 from the MED-Cure Companies.

 

 

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

 

d) The Company advanced operating funds on a short-term basis to the MED-CURE Companies and received payments during the year ended December 31, 2016. As of December 31, 2016, the MED-CURE Companies owed the Company $783,060 and $100,000, respectively. On December 31, 2016, the Company wrote off the balance of $783,060 from the MED-CURE Conversion reducing the balance to $-0-.

 

e) On December 31, 2016, the Company also wrote off the accounts receivable from the MED-CURE Companies in the amount of $346,813 and recorded the amount as bad debt expense for the year ended December 31, 2016.

 

11.

MAJOR CUSTOMERS

 

59% of the revenues for the year ended December 31, 2016, was received from companies owned 100% by Dr. Ronald Moomaw, a former director of the Company. During the year ended December 31, 2017, the Company had two customers in excess of 10% of consolidated revenue ($2,541,533 or 60.8% and $596,800 or 14.3%).

 

12.

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 also entered into a lease agreement with MedCure whereby MedCure will sublease the clinics from the Company. On December 31, 2016, the Company entered into a lease termination and settlement agreement with the former owner of MedCure. At the same time the Company terminated its lease agreements with the MedCure companies.

 

The Company currently leases office space in Orlando, Florida on a month-to-month basis for approximately $2,000 per month. The Company also leases office space in Houston, Texas. The Company pays approximately $1,200 per month expiring on December 31, 2018. The minimum lease commitment for the year ending December 31, 2018 is $14,892.

 

Rent expense was $40,273 and $277,270 for the years ending December 31, 2017 and 2016, respectively.

 

Consulting Agreements

 

●

On July 1, 2017, Lifestyle entered into an employment agreement with Christopher Smith (“Smith”), the Company’s Chief Executive Officer. The term of the agreement is for five years. Effective July 1, 2017, the monthly salary for Smith was increased to $20,000. 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, 2017, and 2016, payroll-officer amounted to $195,000 and $172,500, respectively. Smith also received warrants in 2016 to purchase 2,500,000 shares of common stock valued at $250,000.

 

13.

NON-CONTROLLING INTERESTS

 

																		Return of
														Investment				Investment
										% Owned				Non-controlling				Non-controlling
			Year			% Owned				Non-controlling				Interests				Interests
	Entity		Established			Company				Interests				2017				2017
	LifeStyle Texas Management Services 101		2017				60	%			40	%		$	8,000			$	-
	LifeStyle Texas Management Services 102		2017				40	%			60	%			0				0
	LifeStyle Texas Management Services 103		2017				60	%			40	%			4,000				(4,000	)
	LifeStyle Texas Management Services 104		2017				60	%			40	%			8,000				(8,000	)
	LifeStyle Texas Management Services 105		2017				60	%			40	%			0				0
	LifeStyle Texas Management Services 106		2017				60	%			40	%			0				0
	LifeStyle Florida Management Services 101		2017				60	%			40	%			4,000				(4,000	)
	LifeStyle Florida Management Services 104		2017				60	%			40	%			4,000				(4,000	)
														$	28,000			$	(20,000	)

 

 

14.

LEGAL PROCEEDINGS

 

In January 2018, the Company was served with a complaint in the case Amy Dalton vs. Physician Stat Lab, Inc., LifeStyle Medical Network, Inc., Christopher Smith, and Nathan Hawkins. The case is pending in the United States District Court for the Middle District of Florida, Orlando Division. The complaint alleges breach of contract and failure to pay the minimum wage. The plaintiff has claimed damages of $25,823 and the Company has answered the complaint denying any wrongdoing and asserting affirmative defenses to the plaintiff’s claims. The likelihood of a contingency loss is remote, therefore no accrual was recorded for the year ended December 31, 2017.

 

In April 2018, the Company was served with a complaint filed January 19, 2018 in the case David Davila vs. Lifestyle Texas Medical Management, LLC, a Texas subsidiary of the Company (“Lifestyle Texas Management”), and Christopher Smith, our Chief Executive Officer, in the County Civil Court at Law Number 1, Harris County, Texas.  The complaint seeks recovery of debt represented by a March 24, 2016 promissory note in the principal amount of $75,400 bearing interest at the rate of 5% per annum, issued by Lifestyle Texas Management to the plaintiff.  The Company entered into a settlement agreement on June, 2018, which has stayed prosecution of the lawsuit by plaintiff, pursuant to which agreement the Company would make three payments of $18,333 each on June 23, July 23 and August 23, 2018, to settle the lawsuit, which may be resumed by the plaintiff if the Company fails to make the payments as required by the settlement agreement. The Company became aware of the obligation in 2018 and the liability has been accrued as of December 31, 2017. The Company recorded a $55,000 bad debt expense for the year ended December 31, 2017.

 

15.

SUBSEQUENT EVENTS

 

In January 2018, the Company issued warrants to purchase 50,000 shares of common stock of the Company @ $0.11 per share to three directors of the Company for services to be rendered in 2018.

 

In January 2018, the Company issued a convertible promissory note to Cabreweus Holdings LLC and received proceeds of $50,000. The promissory note bears interest at an annual rate of 10% and matures on January 2, 2019. At the option of the holder of the note and anytime thereafter, the note is convertible into fully-paid shares of the Company’s common stock at a conversion price of $0.17 per share.

 

  

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

 

(a) On August 25, 2017, the accounting firm of Sadler, Gibb & Associates, LLC (“Sadler Gibb”) resigned as the Company’s independent registered public accounting firm. From the date that Sadler Gibb were engaged, January 2, 2013, to the time of their resignation, or any other period of time, the reports of Sadler Gibb on the Company’s financial statements did not contain an adverse opinion or disclaimer of opinion, or were qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports of Sadler Gibb as to the Company’s financial statements for its fiscal years ended December 31, 2012 through December 31, 2016, were modified for uncertainty due to the substantial doubt about the Company’s ability to continue as a going concern. None of the reportable events set forth in Item 304(a)(1)(v) of Regulation S-K occurred during the period in which Sadler Gibb served as the Company’s principal independent accountants.

 

 (b) On November 3, 2017, the Company engaged MaloneBailey, LLP as its independent registered public accounting firm. During the two most recent fiscal years and the interim periods preceding the engagement, the Company has not consulted MaloneBailey, LLP regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

 

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. Due to the lack of segregation of duties, management has concluded that the Company’s disclosure controls and procedures are not effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis to comply with the Company’s disclosure obligations under the Exchange Act, and the rules and regulations promulgated thereunder. We have relied heavily on entity or management review controls to lessen the inherent issue of segregation of duties in a small company.

 

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, 2017. 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, 2017, that due to the material weakness of a lack of segregation of duties, that 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 2017 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 April 1, 2018.

  

Name		Age		Title
Christopher P. Smith		54		President and Chief Executive Officer, Chief Financial Officer and Director
Adam Sachs		50		Secretary and Director
Gerald Goodman		70		Director

 

Effective January 1, 2017, the Board of Directors of the Company appointed Nathan Hawkins and Gerald Goodman as directors of the Company, for initial terms of one year, to fill two existing vacancies on the Board. Mr. Sachs and Mr. Goodman were appointed to an additional one year terms as directors on January 1, 2018. Ronald Moomaw resigned as a director on March 2, 2017, for personal reasons.

 

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.

 

Christopher 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 was elected a director on September 30, 2012. Mr. Sachs is a senior level executive with over 25 years of corporate and multi-unit leadership, domestic and international.  From December 2013 to the present he has been the Vice President of Marketing and Operations for Next Medical Florida, a Florida based group of integrated medical offices focusing on General Medicine, Diabetes, Neuropathy, Headaches, Pain Management and Chiropractic.  From September of 2011 through December 2013, Mr. Sachs was a Director for a ten store, $15M, 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), $220M, 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. Mr. Sachs attended Illinois State University from 1987-1989, majoring in business administration, with a minor in marketing.

  

 

Gerald Goodman is a certified public accountant and since 2014 has practiced with his own firm, Gerald Goodman CPA P.C. From January 1, 2010 until December 31, 2014, Mr. Goodman practiced with Madsen & Associates, CPA’s Inc., Murray, Utah, and was a non-equity partner and managed the firm’s SEC practice. From 1971 to 2010, Mr. Goodman was a partner in the accounting firm of Wiener, Goodman & Company P.C. He provided the firm’s public and privately-held clients with audit, tax and management advisory services, and was partner-in-charge of the firm’s SEC practice. Mr. Goodman is a 1970 graduate of Pennsylvania State University where he received a B.S. Degree in Accounting.

 

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

 

Our Board of Directors appointed Adam Sachs and Gerald Goodman as members of the Audit Committee of the Board for fiscal 2018. Mr. Goodman would not be viewed as independent under the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange.

 

The Board has 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 Texas and familiarity with healthcare 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, at 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 by directors at meetings of our shareholders.

 

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, 2017 have been made.

 

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.

 

The following table sets forth all compensation awarded to, earned by, or paid for all services rendered to the Company during fiscal 2015, 2016 and 2017 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 (a)		Year (b)			Salary ($) (c)				Bonus ($) (d)				Stock Awards ($) (e)				Option Awards ($) (f)				Non-Equity Incentive Plan Compensa- tion ($) (g)				Change in Pension Value and Nonquali- fied Deferred Compensation Earnings ($) (h)				All Other Compen- sation (i)				Total ($) (j)
Christopher Smith,		2015			$	97,500																											$	97,500
CEO		2016			$	171,250																											$	171,250
		2017			$	195,000																											$	195,000

  

Outstanding Equity Awards

  

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Christopher Smith

50,000

$

0.10

December 31, 2021

Nathan Hawkins

50,000

$

0.10

December 31, 2021

Adam Sachs

50,000

$

0.10

December 31, 2021

Gerald Goodman

50,000

$

0.10

December 31, 2021

250,000

$

0.10

June 30, 2022

 

 

Director Compensation

 

Currently, our directors receive common stock purchase warrants to purchase 50,000 shares of our common stock as annual compensation for serving on our Board of Directors. We compensate directors both by set fees for service as a director and as per specific agreements with each director. We do reimburse our officers and directors for reasonable expenses incurred in the performance of their duties.

 

Director Compensation in 2017

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)
Christopher Smith										$	5,000															$	5,000
Nathan Hawkins										$	5,000															$	5,000
Adam Sachs										$	5,000															$	5,000
Gerald Goodman										$	30,000															$	30,000

 

Employment Agreements

 

Employment Agreement

 

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

 

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

 

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

 

 

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) 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.

 

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 2, 2018 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 35,583,074 shares of common stock outstanding as of April 2, 2018. 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)			5,523,513				15.52	%
James Davis, Jr. 210 S. Hoagland Blvd. Kissimmee, FL 34741			4,224,000				11.87	%
The Dellinger Fund 201 S. Orange Ave., Suite 1510 Orlando, FL 32801 (2)			11,800,000				33.16	%
Nissonis BV 1083 HP Vivaldistraat 52 Amsterdam The Netherlands			3,223,447				9.06	%
Adam Sachs (3)			560,000				1.55	%
Gerald Goodman (4)			300,000				0.84	%
All officers and directors as a group (3 persons)			6,383,513				16.17	%

 

* Less than 1%.

 

(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.

 

(2)

Christopher Smith, our Chief Executive Officer, owns 2,473,513 shares of common stock directly. Mr. Smith additionally owns beneficially (i) 500,000 shares of our common stock issuable upon exercise of a common stock purchase warrant for five years’ service as a director, and 2,500,000 shares of common stock issuable upon exercise of a common stock purchase warrant issued as compensation for services performed for the Company, both of such warrants having been issued December 17, 2016, and expire December 17, 2021; and (iii) 50,000 shares of our common stock issuable upon exercise of a common stock purchase warrant issued January 13, 2017, for services a director in 2017.

 

(3)

Mr. Sachs owns 10,000 shares of common stock directly, and additionally owns beneficially (i) 500,000 shares of our common stock issuable upon exercise of a common stock purchase warrant issued December 17, 2016, for five years’ service as a director, and expiring December 17, 2021; and (iii) 50,000 shares of our common stock issuable upon exercise of a common stock purchase warrant issued January 13, 2017, for services a director in 2017.

 

(4)

Gerald Goodman owns beneficially 300,000 shares of our common stock issuable upon exercise of common stock purchase warrants issued January 13, 2017, for services a director in 2017, and on July 17, 2017.

 

 

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

 

Global Physicians Access, Inc.

 

Nathan Hawkins, a former director of the Company, is a 33 ½ % owner of Global Physicians Healthcare, Inc. a healthcare consulting company, which was paid $502,995 and $71,929 by the Company for services rendered under a September 16, 2016 Support Services Agreement with the Company during the years ended December 31, 2017 and 2016, respectively.

 

Physicians Stat Lab, LLC

 

Nathan Hawkins, a former director of the Company, has an indirect 47.5% interest in Physicians Stat Lab LLC, a medical services laboratory. In connection with support services rendered by the Company, Physicians Stat Lab, LLC made $242,894 and $68,360 of consulting payments to Lifestyle during the years ended December 31, 2017 and 2016, respectively.

 

Item 14. Principal Accountant Fees and Services

 

The following table presents fees accrued for audit services and other services provided during fiscal years 2017 and 2016 by MaloneBailey LLP for the audit of the Company’s 2017 fiscal year and Sadler, Gibb & Associates, LLC for the audit of the Company’s 2016 fiscal year.

 

		2017								2016
		MaloneBailey				Sadler Gibb				Sadler Gibb
Audit Fees		$	30,000			$	10,000			$	35,000
Audit-related Fees
Tax Fees
All Other Fees
Total Fees		$	30,000			$	10,000			$	35,000

 

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 2017.

 

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 2017, 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 2017.

 

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).
3.2a		Amended and Restated By-Laws of the Company. (Incorporated by reference to Exhibit 3.2a to the Company’s Current Report on Form 8-K, filed January 13, 2017.)
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.)
10.15		Convertible Promissory Note Amendment, dated May 16, 2016, between the Company and Roy Meadows. (Incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q, filed May 23, 2016.)
10.16		Convertible Promissory Note Amendment, dated June 19, 2017. (Incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed July 10, 2017.)
10.17		Employment Agreement, dated July 1, 2017, between the Company and Christopher P. Smith. (Incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K, filed July 10, 2017.)
23		Consent of Sadler, Gibb & Associates, LLC.*
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: June 14, 2018	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 14, 2018.

 

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

 

By:	/s/ Adam Sachs
	Adam Sachs, Director and Secretary
By:	/s/ Gerald Goodman
	Gerald Goodman, Director

 

 

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