UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KFORM 10-K

(Mark One)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

or

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

COMMISSION FILE NUMBER

333-193220

For the year ended December 31, 2018

or

GULF WEST SECURITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Commission file number: 333-193220

Registrant's

Registrant’s telephone number, including area code:

(337) 304-4043210-8790

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 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 check mark if the registrant is not required to file reports pursuant to Section 13 or Section 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant'sregistrant’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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated filer"” “accelerated filer,” “smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check(check one):

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

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

As of June 30, 2018 (last business dayMarch 31, 2021, there were 4,618,250 shares of the registrants most recently completed second fiscal quarter), the aggregate market value of the votingour common stock, held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $2 million.

As of April 16, 2018, there were 4,518,250 shares of common stockpar value $0.001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

GULF WEST SECURITY NETWORK, INC.

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2020

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTSForward-Looking Statements

ThereThis annual report contains forward-looking statements and information relating to us that are statementsbased on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this annual report, that are not historical facts. These "forward-looking statements" can be identified by use of terminology such as "believe," "hope," "may," "anticipate," "should," "intend," "plan," "will," "expect," "estimate," "project," "positioned," "strategy"the words “believe,” “anticipate,” “expect,” “will,” “estimate,” “intend”, “plan” and similar expressions. You shouldexpressions, as they relate to us or our management, are intended to identify forward-looking statements. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be aware thatmaterially different from any future results, performance or achievements expressed or implied by these forward-looking statements, are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire annual report carefully, especially the risks discussed under "Risk Factors." Although management believes that the assumptions underlying the forward-looking statements included in this annual report are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of these risks and uncertainties, therewe can begive no assurance that our plans, objectives, expectations and prospects will be achieved. Important factors that might cause our actual results to differ materially from the results and events contemplated by the forward-looking statements are contained in this annual report willthe “Risk Factors” section of and elsewhere in fact transpire. You are cautioned notour Annual Report on Form 10-K for the fiscal year ended December 31, 2020. The terms “GWSN,” “we,” “us,” “our,” and the “Company” refer to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.Gulf West Security Network, Inc.

PART I

PART IITEM 1 BUSINESS

Item 1. Business.

Overview

Gulf West Security Network, Inc. (a Nevada Corporation), a Louisiana corporation (“Gulf West”) and its wholly-owned subsidiaries, formerly known as “Gulf West Security Network, Inc.” (“we”, “us”, “our”, “Gulf West”, “GWSN”, or the “Company”), are principally engaged in providing residentialthe sale, installation, servicing, and commercial electronic security, home automation, and systems integration services on both a retail and wholesale basis.

The Company’s retail division, which includes its wholly-owned subsidiary LJR Security Services, Inc. (a Louisiana Corporation) (“LJR”), is actively engaged in the hands-on design, engineering, sales, installation, after-market servicing, inspection and remote electronic monitoring of electronic home (residential) burglar, fire and medical alarm systems as well as fully-integrated business (commercial) security and automation systems in the United States.

The Company’s wholesale division, which operates under the name Gulf West and LJR Security Network (or “Gulf West”Services, Inc. (“LJR”), is further engaged are active in the development and expansion of a proprietary coalition (alliance or network) of independently-branded life safety and property protection providers, fire alert and suppression system installers, electronicengineering, design, installation, remote monitoring and video surveillance specialists, smart home designers, commercialafter-market servicing of electronic intrusion alert and fire detection systems integrators, structured wiring professionalsfor homes and electrical contractors.businesses (the “alarm industry”). Both Gulf West and LJR are based in Lafayette, Louisiana and were owned by Louis J. (“Lou”) Resweber, a long-time veteran of the alarm industry, who has also previously served as a corporate officer, board member and executive consultant to a number of NYSE and NASDAQ-listed public companies over the past 35 years.

Merger

On December 21, 2020, the Company entered into a share purchase agreement with the sole shareholder and owner of Westech Security and Investigations, Inc. (“Westech”). Pursuant to the terms of the share purchase agreement, the sole shareholder of Westech will sell all her shares to the Company in exchange for approximately 66% of the Company’s issued and outstanding shares of common stock (the “Sale”), to become effective at such time as the articles of merger have been filed. The remaining 34% of the Company’s issued and outstanding shares of common Stock shall consist of presently issued and outstanding shares of common Stock of the Company and the following to be issued in the form of Company’s Series E Preferred Stock, convertible into one share of Company’s common Stock, and shall consist of: (i) an exchange of all outstanding preferred stock of the Company, (ii) an exchange of all outstanding loans to the Company which shall either be satisfied or shall convert to Series E Preferred Stock immediately following the closing of the sale so that there are no outstanding loans to the Company at closing of the sale, (iii) a bridge loan of $500,000 previously made to Westech, which shall convert to Series E Preferred Stock immediately following the closing of the sale and (iv) an investment of $750,000 into the Company at closing of the sale. In connection with the additional $1,250,000, the Company shall issue 1,250,000 shares of Series E Preferred Stock. Furthermore, subject to the approval of Company’s shareholder and subject to discretion of the Board of Directors of the Company, the Company will change its name to “Westech Security and Investigation, Inc”, increase the number of shares of authorized preferred stock so it has sufficient amount of preferred stock to undertake the transactions contemplated by the sale; and undertake a 1-for-187 reverse stock split of its shares of common stock. This transaction is expected to close in the 2^nd quarter of 2021.

On August 9, 2018, the Board of Directors of the Company through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) approved and executed an agreement of merger and plan of reorganization (the “Merger Agreement”), to become effective at such time as the articles of merger have been filed with the Secretary of State of Louisiana (the “Effective Time”), and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement. Pursuant to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR, Security Services, Inc. (“LJR”), LJR received one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder received one share of series C super-voting preferred stock of NuLife which granted the holder 50.1% of the votes of NuLife at all times.

Our corporate office is located at Gulf West Security Network, Inc., 2851 Johnson Street Unit #194, Lafayette, LA, 70503, (337) 210-8790.

Critical Accounting Policies and Estimates

Use of Estimates

The merger was accounted for as a reverse merger, whereby LJR was consideredpreparation of the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger have been replaced with the historical financial statements of LJR prior to the reverse merger. Thecondensed consolidated financial statements after completionin conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of the reverse merger include the assets and liabilities, and resultsdisclosure of operations ofcontingent liabilities at the combined company from and after the closing date of the reverse merger, with onlycondensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Management makes estimates that affect certain aspectsaccounts including deferred income tax assets, accrued expenses, fair value of pre-consummation stockholders’ equity remaininginstruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the consolidated financial statements.period in which such adjustments are determined.

Restatement of Articles of IncorporationRecent Accounting Pronouncements

On September 19, 2018, LJR Security Services, Inc. amended and restated its articlesSee Note 2 of incorporation providingthe accompanying consolidated financial statements for a change in the Company’s name to “Gulf West Security Network, Inc.” The Company’s authorized sharesdiscussion of common stock, preferred stock and the par value of the stock will remain unchanged. The Company also amended and restated its bylaws to reflect the name change.recently issued accounting standards.

On September 20, 2018, the Board of Directors of the Company designated one (1) share of Series C Preferred Stock (the “Series C Stock”) and on thousand (1,000) shares of Series D Preferred Stock (the “Series D Stock”). The classes of Series C Stock and Series D Stock were created in anticipation of the closing of the Merger Agreement.

Change of Fiscal Year

On September 28, 2018, the Company’s Board approved a change in fiscal year end from September 30th to December 31st. The decision to change the fiscal year end was related to the recent merger of the Company with LJR to closely align its operations and internal controls with that of its wholly owned subsidiary LJR.

Employees

As of December 31, 2018,2020, we had two employees, allone of whom areis employed on a full-time basis.

ITEMItem 1A. RISK FACTORSRisk Factors.

Since we are a smaller reporting company, we are not required to supply the information required by this Item 1A.

ITEMItem 1B. UNRESOLVED STAFF COMMENTSUnresolved Staff Comments.

None.

ITEMItem 2. PROPERTIESProperties.

Our corporate office is located at Gulf West Security Network, Inc., Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road,2851 Johnson Street, Unit #194 Lafayette, Louisiana, 70508,LA, 70503 (337) 304-4043.210-8790. Our website is http://www.gulfwestsecurity.com.

ITEMItem 3. LEGAL PROCEEDINGSLegal Proceedings.

The Company currently has no litigation pending, threatened or contemplated, or unsatisfied judgments.

From time to time, we are also a party to certain legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with contractors and suppliers. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

ITEMItem 4. MINE SAFETY DISCLOSURESMine Safety Disclosures.

Not applicable.

PART II

PART IIITEM

Item 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESMarket for Registrant’s Common Equity, Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

The Company'sCompany’s common stock is currently quoted on the OTCQB Market under the symbol "GWSN"“GWSN”. The following table sets forth the high and low per share sales prices for our common stock for each of the quarters as reported by the OTC Markets.

On April 16, 2019,March 31, 2021, the closing sales price reported for our common stock was $0.12$0.15 per share and as of that date, we had approximately 43 holders of record of our common stock, and 4,508,2504,618,250 shares outstanding.

Dividend Policy

We have not declared or paid any dividends on our common stock. We intend to retain earnings for use in our operations and to finance our business. Any change in our dividend policy is within the discretion of our board of directors and will depend, among other things, on our earnings, debt service and capital requirements, restrictions in financing agreements, if any, business conditions, legal restrictions and other factors that our board of directors deems relevant.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has no formally adopted compensation plans or equity incentive plans approved or submitted for approval by the shareholders.

Recent Sale of Unregistered Securities

None.

ITEMItem 6. SELECTED FINANCIAL DATASelected Financial Data.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking StatementsItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This annual report contains certain information that may constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. While we have specifically identified certain information as being forward-looking in the context of its presentation, we caution you that all statements contained in this report that are not clearly historical in nature, including statements regarding anticipated financial performance, management’s plans and objectives for future operations, business prospects, market conditions, and other matters are forward-looking. Forward-looking statements are contained principally in the sections of this report entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Without limiting the generality of the preceding sentence, any time we use the words “expects,” “intends,” “will,” “anticipates,” “believes,” “confident,” “continue,” “propose,” “seeks,” “could,” “may,” “should,” “estimates,” “forecasts,” “might,” “goals,” “objectives,” “targets,” “planned,” “projects,” and similar expressions, we intend to clearly express that the information deals with possible future events and is forward-looking in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. For GWSN, particular uncertainties that could cause our actual results to be materially different than those expressed in our forward-looking statements include,

without limitation:

Forward-looking information involves risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such statements, including without limitation, the risks and uncertainties disclosed above. Therefore, caution should be taken not to place undue reliance on any such forward-looking statements. Much of the information in this report that looks toward future performance of our Company is based on various factors and important assumptions about future events that may or may not actually occur. As a result, our operations and financial results in the future could differ materially and substantially from those we have discussed in the forward-looking statements included in the Annual Report. We assume no obligation (and specifically disclaim any such obligation) to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Business Overview

Gulf West Security Network, Inc., a Louisiana corporation (“Gulf West”) and its wholly ownedwholly-owned subsidiaries, are principally engaged in the sale, installation, servicing, and monitoring of electronic home and business security and automation systems in the United States.

Gulf West Security Network, Inc., a Louisiana corporation (“Gulf West”) and LJR Security Services, Inc. (“LJR”) are active in the engineering, design, installation, remote monitoring and after-market servicing of electronic intrusion alert and fire detection systems for homes and businesses (the “alarm industry”). Both Gulf West and LJR are based in Lafayette, Louisiana and were owned by Louis J. (“Lou”) Resweber, a long-time veteran of the alarm industry, who has also previously served as a corporate officer, board member and executive consultant to a number of NYSE and NASDAQ-listed public companies over the past 35 years.

MergerResults of Operations

On August 9, 2018, the Board of Directors of the Company through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) approvedYear ended December 31, 2020 and executed an agreement of merger and plan of reorganization (the “Merger Agreement”), to become effective at such time as the articles of merger have been filed with the Secretary of State of Louisiana (the “Effective Time”), and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement. Pursuant to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc. (“LJR”), LJR will receive one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder will receive one share of series C super-voting preferred stock of NuLife which grants the holder 50.1% of the votes of NuLife at all times.

Our corporate office is located at Gulf West Security Network, Inc., Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road, Lafayette, Louisiana, 70508, (337) 304-4043.

Critical Accounting Policies and Estimates

Use of Estimates2019

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Management makes estimates that affect certain accounts including deferred income tax assets, accrued expenses, fair value of equity instruments and reserves for any other commitments or contingencies. Any adjustments applied to estimates are recognized in the period in which such adjustments are determined.

Recent Accounting Pronouncements

See Note 2 of the accompanying consolidated financial statements for a discussion of recently issued accounting standards.

Results of Operations

Year Ended December 31, 2018 and 2017

We had revenue of $16,530$11,690 for the year ended December 31, 2018,2020, as compared to $10,743$14,601 for the year ended December 31, 2017 an increase2019 a decrease of $7,028$2,911 or 74%20%. The increasedecrease in revenue was due to a lesser concentration on new alarm system sales and installations, with our focus moving more toward alarm system monitoring and the acquisition of new customers.corresponding recurring monthly revenue (“RMR”) that is associated with monitoring services.

Cost of ProductRevenue

Cost of productrevenue sold for the year ended December 31, 20182020 was $6,880,$4,339, as compared to $3,041$12,848 for the year ended December 31, 2017. The cost of goods sold was a result of direct costs associated with the delivery of the security product and service.2019.

General and Administrative

Our general and administrative expenses for the year ended December 31, 20182020 were $650,639, an increase$673,939, a decrease of $599,904,$105,267, or 1,182%14%, compared to $50,735$779,206 for the year ended December 31, 2017.30, 2019. General and administrative expenses increaseddecreased mainly due to legaltiming of wages, audit and accounting costsexpenses associated with the reverse merger.public company operations.

Sales and marketing

Our sales and marketing expenses for the year ended December 31, 20182020 were $46,538,$26, compared to $0 for the year ended December 31, 2017.2019. The minimal sales and marketing expenses reflected management’s decision to shift its focus from retail to wholesale alarm operations.

LossIncome from discontinued operations

Subsequent to the Merger, management decided to discontinue the activities of NuLife. As a result, we recorded an expensea loss of $612,771 due to impairment of goodwill and an expense of $113,903 due to termination of a lease. This amount was reduced by $61,241$165,491 primarily due to a change in the fair value of a derivative liability.

Net loss

As a result of the foregoing, for the year ended December 31, 2018,2020, we recorded a net loss of $1,358,550$791,860 compared to a net loss of $43,033$773,620 for the year ended December 31, 2017.2019.

Liquidity and Capital Resources

The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a net loss from continuing operations of $1,358,550$626,369 for the year ended December 31, 2018,2020, and an accumulated deficit of $1,514,379$3,079,860, and a working capital deficit of $2,717,398 at December 31, 2018.2020. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying condensed consolidated financial statements for the year ended December 31, 2018,2020, have been prepared assuming the Company will continue as a going concern. The Company’s cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of its products.

Operating Activities

During the year ended December 31, 2018,2020, we used $592,079$566,186 of cash in operating activities primarily as a result of our net loss of $687,526$791,860 from continuing operations, offset by depreciation expenses of $1,319, and net changes in working capital items of operating assets and liabilities of $94,128.$225,674.

During the year ended December 31, 2017,2019, we used $41,281$425,227 of cash in operating activities primarily as a result of our net loss of $43,033, depreciation expenses of $399, and$773,620 from continuing operations, offset by net changes in working capital items of operating assets and liabilities of $1,353.$348,393.

Financing Activities

During the year ended December 31, 2018,2020, financing activities provided $671,000$656,116 in proceeds from a bridge loan.loan, provided $5,019 in proceeds from advances from related party and used $20,010 in net payments to redemption of preferred stock.

During the year ended December 31, 2017,2019, financing activities provided $46,004$401,050 in proceeds form capital contributions.from a bridge loan and used $28,211 in net payments to advances from related party.

Off-Balance Sheet Transactions

At December 31, 2018,2020, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangementsarrangements.

ITEMItem 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKQuantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index toItem 8. Financial Statements

Gulf West Security Network, Inc.

December 31, 2018

and Supplementary Data.Report of Independent Registered Public Accounting Firm

Gulf West Security Network, Inc.

A Nevada Corporation

Consolidated Balance SheetsFinancial Statements

December 31, 2020 and 2019