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Gulf West Security Network (GWSN)

Filed: 16 Apr 19, 8:00pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

(Mark One)

 

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

 

For the year ended December 31, 2018

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

GULF WEST SECURITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

 

Commission file number: 333-193220

 

Nevada 46-3876675
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   

Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road

Lafayette, LA

 70508-8517
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:

(337) 304-4043

 

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

 

Title of each class Name of each exchange on which registered
None None

 

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. YesNo

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo

 

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. YesNo

 

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). YesNo

 

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'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. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). YesNo

 

As of June 30, 2018 (last business day of the registrants most recently completed second fiscal quarter), the aggregate market value of the voting 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 stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

 

   

 

Table of Contents

 

   Page
Part I   
    
Item IBusiness  5
Item IARisk Factors  6
Item I BUnresolved Staff Comments  6
Item 2Properties  6
Item 3Legal Proceedings  6
Item 4Mine Safety Disclosures  6
     
Part II    
     
Item 5Market for Registrant's Common Equity and Related Stockholder Matters  7
Item 6Selected Financial Data  7
Item 7Management's Discussion and Analysis of Financial Condition and Results of Operations  10
Item 7AQuantitative and Qualitative Disclosure about Market Risk  11
Item 8Financial Statements and Supplementary Data  30
Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosures  26
Item 9AControls and Procedures  26
Item 9BOther Information  27
     
Part III    
     
Item 10Directors, Executive Officers of the Registrant  28
Item 11Executive Compensation  30
Item 12Security Ownership of Certain Beneficial Holders and Management  31
Item 13Certain Relationships and Related Transactions  32
Item 14Principal Accountant Fees and Services  32
     
Part IV    
     
Item 15Exhibits, Financial Statement Schedules  33
      
Signatures  34

 

 3 

 

FORWARD LOOKING STATEMENTS

 

There are statements 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" and similar expressions. You should be aware that 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, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this annual report will in fact transpire. You are cautioned not 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.

 

 

 4 

PART I

 

ITEM 1 BUSINESS

 

Overview

 

Gulf West Security Network, Inc. (a Nevada Corporation), 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 residential 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 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 Security Network (or “Gulf West”), is further engaged 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, electronic remote monitoring and video surveillance specialists, smart home designers, commercial systems integrators, structured wiring professionals and electrical contractors.

 

Merger

 

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.

 

The merger was accounted for as a reverse merger, whereby LJR was considered 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. The consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

 

Restatement of Articles of Incorporation

 

On September 19, 2018, LJR Security Services, Inc. amended and restated its articles of incorporation providing for a change in the Company’s name to “Gulf West Security Network, Inc.” The Company’s authorized shares 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.

 

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, we had two employees, all of whom are employed on a full-time basis.

 5 

 

ITEM 1A. RISK FACTORS

 

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

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. PROPERTIES

 

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. Our website is http://www.gulfwestsecurity.com.

 

ITEM 3. LEGAL 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.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

 

 6 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

The Company's common stock is currently quoted on the OTCQB Market under the symbol "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.

 

Year Ended December 31, 2018 High Low
Fourth quarter $1.00  $0.10 
Third quarter $1.90  $0.15 
Second quarter $1.50  $0.60 
First quarter $1.80  $1.00 

 

Year Ended December 31, 2017 High Low
Fourth quarter $5.65  $1.50 
Third quarter $7.00  $4.00 
Second quarter $6.70  $4.00 
First quarter $7.50  $5.30 

 

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

 

ITEM 6. SELECTED 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.

 

 

 

 7 

 

ITEM 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:

 

our ability to maintain and grow our existing customer base;
  
the amount and timing of our cash flows and earnings, which may be impacted by customer, competitive, supplier and other dynamics and conditions;
  
our ability to maintain or improve margins through business efficiencies;
  
our ability to launch new product and service offerings that achieve market acceptance with acceptable margins;
  
changes in law, economic and financial conditions, including tax law changes, changes to privacy requirements, changes to telemarketing, email marketing and similar consumer protection laws, interest and exchange rate volatility, and trade tariffs applicable to the products we sell;
  
the impact of potential information technology, cybersecurity or data security breaches.

 

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. and its wholly 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 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.

 

 8 

Merger

 

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 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 Estimates

 

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 for the year ended December 31, 2018, as compared to $10,743 for the year ended December 31, 2017 an increase of $7,028 or 74%. The increase in revenue was due to the acquisition of new customers.

 

Cost of Product

 

Cost of product sold for the year ended December 31, 2018 was $6,880, as compared to $3,041 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.

 

General and Administrative

 

Our general and administrative expenses for the year ended December 31, 2018 were $650,639, an increase of $599,904, or 1,182%, compared to $50,735 for the year ended December 31, 2017. General and administrative expenses increased mainly due to legal and accounting costs associated with the reverse merger.

 

Sales and marketing

 

Our sales and marketing expenses for the year ended December 31, 2018 were $46,538, compared to $0 for the year ended December 31, 2017.

 

 9 

 

Loss from discontinued operations

 

Subsequent to the Merger, management decided to discontinue the activities of NuLife. As a result, we recorded an expense 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 due to a change in the fair value of derivative liability.

 

Net loss

 

As a result of the foregoing, for the year ended December 31, 2018, we recorded a net loss of $1,358,550 compared to a net loss of $43,033 for the year ended December 31, 2017.

 

Liquidity and Capital Resources

 

The Company’s 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 of $1,358,550 for the year ended December 31, 2018, and an accumulated deficit of $1,514,379 at December 31, 2018. 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 consolidated financial statements for the year ended December 31, 2018, 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, we used $592,079 of cash in operating activities primarily as a result of our net loss of $687,526 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.

 

During the year ended December 31, 2017, we used $41,281 of cash in operating activities primarily as a result of our net loss of $43,033, depreciation expenses of $399, and net changes in operating assets and liabilities of $1,353.

 

Financing Activities

 

During the year ended December 31, 2018, financing activities provided $671,000 in proceeds from a bridge loan.

 

During the year ended December 31, 2017, financing activities provided $46,004 in proceeds form capital contributions.

 

Off-Balance Sheet Transactions

 

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

 

ITEM 7A. QUANTITATIVE 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.

 

 

 

 10 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Index to Financial Statements

 

Gulf West Security Network, Inc.

 

December 31, 2018

 

 Page
  
Report of Independent Registered Public Accounting Firm12
  
Consolidated Balance Sheets at December 31, 2018 and 201713
  
Consolidated Statements of Operations for the years ended December 31, 2018 and 201714
  
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the years ended December 31, 2018 and 201715
  
Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 201716
  
Notes to Consolidated Financial Statements for the years ended December 31, 2018 and 201717

 

 

 11 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

 12 

Gulf West Security Network, Inc.

Consolidated Balance Sheets

 

 

  December 31, December 31,
Assets 2018 2017
  Current Assets        
Cash $64,798  $6,137 
Accounts receivable  1,906   —   
Prepaid expenses  85,560   30,289 
Total Current Assets  152,264   36,427 
Other Assets        
Fixed assets, net  —     1,319 
Total Assets $152,264  $37,746 
         
Liabilities and Stockholders’ Equity (Deficit)        
Current Liabilities:        
Accounts payable and accrued liabilities $176,611  $25,307 
Bridge loan  671,000   —   
Liabilities of discontinued operations  636,561   —   
Total Current Liabilities  1,484,172   25,307 
         
Stockholders’ (Deficit) Equity        
 Preferred stock Series A, $0.001 par value; 15,000,000 shares authorized; 742,500 and 117,500 issued or outstanding, respectively  743   118 
 Preferred stock Series B, $0.001 par value; nil issued or outstanding  —     —   
 Preferred stock Series C, $0.001 par value; 1 share authorized; 1 and nill issued and outstanding, respectively  —     —   
 Preferred stock Series D, $0.001 par value; 1,000 shares authorized; 1,000 and nill issued and outstanding, respectively  1   —   
 Common stock, $0.001 par value; 475,000,000 shares authorized; 4,518,250 and 4,050,439 shares issued and outstanding, respectively  4,518   4,050 
Additional paid in capital  177,210   164,102 
Accumulated deficit  (1,514,379)  (155,830)
Total Stockholders’ (Deficit) Equity  (1,331,908)  12,440 
Total Liabilities and Stockholders’ (Deficit) Equity $152,264  $37,746 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 

 13 

 

Gulf West Security Network, Inc.

Consolidated Statements of Operations

 

  Year ended Year ended
  December 31, December 31,
  2018 2017
Revenue        
Monitoring and related services $16,530  $9,502 
Product sales and installation  —     1,241 
   16,530   10,743 
         
Cost of Product  6,880   3,041 
Gross Profit  9,650   7,702 
         
Operating Expenses        
General and administrative  650,638   50,735 
Sales and marketing  46,538   —   
Total operating expenses  697,176   50,735 
         
Operating loss  (687,526)  (43,033)
         
Loss before provision for income taxes  (687,526)  (43,033)
         
Provision for income taxes  —     —   
         
Net loss from continuing operations  (687,526)  (43,033)
         
Net loss from discontinued operations  (671,024)  —   
Net Loss $(1,358,550) $(43,033)
         
Basic and diluted net loss per common share, continuing operations $(0.16) $(0.01)
Basic and diluted net loss per common share, discontinued operations $(0.16)  —   
         
Weighted average shares outstanding  4,172,198   3,820,990 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 14 

Gulf West Security Network, Inc.

Consolidated Statements of Stockholders’ (Deficit) Equity

 

  Preferred stock Series A Preferred stock Series B Preferred stock Series C Preferred stock Series D Common stock     Total
  Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Additional Paid in Capital Accumulated Deficit Stockholders' Equity/(Deficit)
Balance as of December 31, 2016  117,500   118   —     —     —     —     —     —     4,050,439   4,050   118,098   (112,797)  9,469 
Contributions  —     —     —     —     —     —     —     —     —     —     46,004   —     (46,004)
 Net loss  —     —     —     —     —     —     —     —     —     —     —     (43,033)  (43,033)
 Balance as of December 31, 2017  117,500   118   —     —     —     —     —     —     4,050,439   4,050   164,102   (155,830)  12,440 
 Shares issued in connection with reverse merger  625,000   625   —     —     1   0   1,000   1   467,811   468   13,108   —     14,202 
 Net loss  —     —     —     —     —     —     —     —     —     —     —     (1,358,550)  (1,358,550)
 Balance as of December 31, 2018  742,500  $743   —    $—     1  $0   1,000  $1   4,518,250  $4,518  $177,210  $(1,514,379) $(1,331,908)

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

 15 

Gulf West Security Network, Inc.

Consolidated Statements of Cash Flows

 

 

  Year ended Year ended
  December 31, December 31,
  2018 2017
Cash Flows from Operating Activities        
Net loss $(1,358,550) $(43,033)
Adjustments to reconcile net loss to net cash used in operating activities:        
Net loss from discontinued operations  671,024   —   
Depreciation  1,319   399 
Changes in operating assets and liabilities:        
Accounts receivable  (1,906)  —   
Prepaid expenses  (55,270)  (3,539)
Accounts payable and accrued liabilities  151,304   4,892 
Net cash used in operating activities – continuing operations  (592,079)  (41,281)
Net cash used in operating activities – discontinued operations  (20,260)  —   
         
Cash Flows from Financing Activities        
Contributions  —     46,004 
Proceeds from bridge loan  671,000   —   
Net cash provided by financing activities – continuing operations  671,000   46,004 
Net cash provided by financing activities – discontinued operations  —     —   
         
Net increase in cash  58,661   4,723 
         
Cash, beginning of year  6,137   1,414 
         
Cash, end of year $64,798  $6,137 
         
Supplemental cash flow information:        
Cash paid for interest  —     —   
Cash paid for taxes  —     —   

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 16 

Gulf West Security Network, Inc.

Notes to Consolidated Financial Statements

For the years ended December 31, 2018 and 2017

 

Note 1 – Nature of the Business

 

Gulf West Security Network, Inc. (a Nevada Corporation), and its wholly-owned subsidiaries, formerly known as “NuLife Sciences, Inc.” (“we”, “us”, “our”, “Gulf West”, “GWSN”, or the “Company”), are principally engaged in providing residential 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 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 Security Network (or “Gulf West”), is further engaged 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, electronic remote monitoring and video surveillance specialists, smart home designers, commercial systems integrators, structured wiring professionals and electrical contractors.

 

Merger

 

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.

 

The merger was accounted for as a reverse merger, whereby LJR was considered 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 has been replaced with the historical financial statements of LJR prior to the reverse merger. The consolidated financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

 

Restatement of Articles of Incorporation

 

On September 19, 2018, LJR Security Services, Inc. amended and restated its articles of incorporation providing for a change in the Company’s name to “Gulf West Security Network, Inc.” The Company’s authorized shares 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.

 

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 one 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.

 

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Note 2 – Summary of Significant Accounting Policies

 

Use of Estimates

 

The preparation of the consolidated 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.

 

Principles of Consolidation

 

The Company’s consolidated financial statements include all accounts ofGulf West Security Network, Inc., LJR, and NuLife Sciences, Inc. from September 28, 2018, the consummation of the Merger Agreement.All inter-company balances and transactions have been eliminated in consolidation.

 

Basis of Presentation

 

The accompanying consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

 

Cash and Cash Equivalents

 

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of one year or less, when purchased, to be cash. As of December 31, 2018 and 2017, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.

 

Capitalization of Fixed Assets

 

The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred.

 

Goodwill

 

Goodwill is not amortized but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company intends to perform its impairment testing of goodwill annually. The annual evaluation for impairment of goodwill is based on management’s assessment of the carrying values of such assets.

 

Revenue Recognition

 

The Company retrospectively adopted FASB Accounting Standards Update No. 2014-09 “Revenue from Contractswith Customers”, on January 1, 2018, which did not have a material impact on the Company’s financial statements.The Company generates revenue primarily through contractual monthly recurring fees received for monitoring and related services provided to customers. In transactions involving security systems that are sold outright to the customer, or where equipment is already owned by the customer, the Company’s performance obligations include monitoring, related services, and the sale and installation, or refurbish and repair, of the security systems. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected in installation and repair revenue in the consolidated statements of operations. Revenue associated with monitoring and related services is recognized as those services are provided, and is reflected in monitoring and related services revenue in the consolidated statements of operations.

 

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Early termination of the contract by the customer results in a termination charge in accordance with the contract terms. Contract termination charges are recognized in revenue when collectability is probable, and are reflected in monitoring and related revenue in the consolidated statements of operations. Amounts collected from customers for sales and other taxes are reported net of the related amounts remitted.

 

Barter Transactions

 

The Company conducts certain barter sales through trade organizations for which it is a member, as are some of its customers. The barter transactions are generally related to the Company providing its security services, and the value of these services is recorded at fair value which is the contracted for value of the services with the customer, which is the more readily available measure as to its valuation.

 

Fair Value Measurements

 

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in its balance sheet, where it is practicable to estimate that value.

 

In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

 

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

      

Fair Value Measurement 

at December 31, 2018

  Carrying Value Level 1 Level 2 Level 3
Derivative liabilities, debt and equity instruments $111,291   —     —    $111,291 

 

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

Changes in Level 3 assets measured at fair value for the year ended December 31, 2018 were as follows:

 

Balance, December 31, 2017 $—   
Beneficial conversion derivative liability assumed in Merger  172,532 
Change in fair value of derivative  (61,241)
Balance, December 31, 2018 $111,291 

 

Derivative Financial Instruments

 

The Company evaluates our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

 19 

 

The Company estimates the fair value of these instruments using the Black-Scholes option pricing model and the intrinsic value if the convertible notes are due on demand.

 

The Company determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible notes payable have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Please refer to Note 8 below.

 

Income Taxes

 

Income taxes are provided in accordance with ASC 740,Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

 

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

No provision was made for Federal or State income taxes.

 

Going Concern

 

The Company’s 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 of $1,358,550 for the year ended December 31, 2018, and an accumulated deficit of $1,514,379 and a working capital deficit of $1,331,908 at December 31, 2018. 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 consolidated financial statements for the year ended December 31, 2018, 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.

 

The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Recent Accounting Pronouncements

 

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the consolidated financial statements. The Company expects to recognize right of use assets and associated liabilities upon adoption.

 

 20 

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-04,Simplifying the Test for Goodwill Impairment(“ASU 2017-04”). ASU 2017-04 simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation and may require the services of valuation experts. ASU 2017-04 is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

Note 3 –Acquired Assets and Assumed Liabilities of Discontinued Operations

 

Assets Acquired and Liabilities Assumed through Reverse Merger

 

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 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 (1) share of series C super-voting preferred stock of the Company which granted the holder 50.1% of the votes of the Company at all times.

 

As a result of the Reverse Merger, the Company has acquired the following assets and liabilities which were recorded at fair value. The fair values of assets acquired and liabilities assumed are as follows:

 

 Security deposit $4,871 
 Goodwill $612,771 
 Accrued expenses $(125,647)
 Accrued interest $(49,261)
 Notes payable $(117,500)
 Convertible notes $(138,500)
 Derivative liability $(172,532)
Total identified net assets $14,202 

 

As a result of the Reverse Merger, we acquired approximately $0.6 million of liabilities of the former operations of NuLife Sciences, Inc., which have been discontinued. We are evaluating the means to relieve the Company of these liabilities. The assets and liabilities described below have been classified as discontinued operations in the consolidated financial statements.

 

Goodwill

 

The Company acquired goodwill through the Reverse Merger described above. The carrying value of $612,771 was impaired as of December 31, 2018.

 

Notes Payable

 

As a result of the Reverse Merger the Company assumed notes payable with total outstanding principal of $117,500 and accrued interest of $36,304, detailed as follows:

 

·Demand note payable with outstanding principal of $25,000, and accrued interest of $17,400. The note matured on June 30, 2015 and carries an interest rate of 12%. This note is in default.
·Demand notes payable to East West Secured Developments, LLC, with a combined outstanding principal of $74,500, and accrued interest of $18,061. These notes matured on October 31, 2016 and carry an interest rate of 12%. These notes are in default.
·Term note payablewith outstanding principal of$18,000,and accrued interest of $843. The note is due on July 31, 2019 and carries an interest at the rate of 3%.

 

As of December 31, 2018, notes payable had total outstanding principal of $117,500 and accrued interest of $41,044. These liabilities have been incorporated into liabilities from discontinued operations.

 

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Convertible Notes

 

As a result of the Reverse Merger the Company assumed convertible notes with total outstanding principal of $138,500 and accrued interest of $11,078, detailed as follows:

  

December 31,

2018

(A)  Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and is due December 2019 $5,000 
(B)  Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and is due August 2020  50,000 
(C)  Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and was due September 2018 (in default)  63,500 
(D)  Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.30 per share and is due October 13, 2020  20,000 
 Total convertible debt $138,500 

 

A. Originally made in 2017,outstanding principal of$5,000, and accrued interest of $715.

B. Hayden note was made on August 23, 2017,outstanding principal of$50,000, and accrued interest of $4,538.

C. Current holder acquired the note in May 2018. Currentoutstanding principal of$63,500, and accrued interest of $4,295.

D. Escala note was made October 13, 2017,outstanding principal of$20,000, and accrued interest of $1,530.

 

As of December 31, 2018, convertible notes had total outstanding principal of $138,500 and accrued interest of $13,806. These liabilities have been incorporated into liabilities from discontinued operations.

 

Derivative Liability

 

As of December 31, 2018, the derivative liabilities were valued at $111,291, related to a convertible note due September 2018 (listed above). These liabilities have been incorporated into liabilities from discontinued operations.

 

The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions:

 

 

December 31,

2018

(1) dividend yield of0%;
(2) expected volatility of336%;
(3) risk-free interest rate of2.18%;
(4) expected life of0.33 year;
(5) fair value of the Company’s common stock of$0.08 per share.

 

Note 4 – Prepaid Expenses

 

The Company has available to its credit through certain trade organizations as a result of barter transactions for services. These amounts are available for use with certain vendors and establishments who are part of the same trade organization. These balances do not represent cash available to the Company, and as such are recorded as the prepaid expenses account as incurred.

 

As of December 31, 2018 and 2017, the available barter credit balances were $22,760 and $30,289, respectively.

 

Note 5 – Bridge Loan

 

As of December 31, 2018, the Company received advances totaling $671,000 from certain unrelated third parties. The formal structure and terms of the advances have not yet been determined by the Company and the third parties. Subsequent to the period ended December 31, 2018 the Company has received an additional advances totaling $50,000 from the same parties.

 

Note 6 – Capital Stock

 

The Company is authorized to issue 475,000,000 shares of $.001 par value common stock and 25,000,000 shares of $.001 par value preferred stock.

 

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On September 5, 2018, our board of directors and the holders of a majority in interest of our voting capital stock approved a 1-for-10 reverse split of our common shares (“Reverse Split”). As a result of the Reverse Split, each shareholder of record as of September 5, 2018, received one (1) share of common stock for each ten (10) shares of common stock they held prior to the Reverse Split, with fractions of a share rounded up to the nearest whole share. The reverse split has been given retrospective treatment in the financial statements.

 

During the year ended December 31, 2018, pursuant to the Merger Agreement with LJR, and in exchange for all 100 issued and outstanding shares of LJR, the company issued to Lou Resweber, the sole shareholder of LJR, 1,000 shares of series D senior convertible preferred stock of the Company, and one share of series C super-voting preferred stock of the Company. The Company also issued 467,811 shares of its common stock and 625,000 shares of series A preferred stock of the Company, in connection with reverse merger.

 

As of December 31, 2018, the Company had 4,518,250 shares of its common stock issued and outstanding, with 742,500 shares of its Series A Convertible Preferred Stock issued and outstanding, 0 shares of its Series B Convertible Preferred Stock issued and outstanding, 1 share of its Series C Super-Voting Preferred Stock issued and outstanding, and 1,000 shares of its Series D Senior Convertible Preferred Stock issued and outstanding.

 

Description of Preferred Stock:

 

Series A Preferred Stock

 

As authorized in the Company’s Amended and Restated Articles of Incorporation, the Company has 2,000,000 shares of Series A Preferred Stock (“Series A Stock”) authorized with the following characteristics:

 

● Holders of the Series A Stock are entitled to receive dividends or other distributions with the holders of the common stock on an “as converted” basis when, as, and if declared by the Board of Directors of the Company.

 

● Holders of shares of Series A Stock, upon Board of Directors approval, may convert at any time following the issuance upon sixty-one (61) day written notice to the Company. Each share of Series A Stock shall be convertible into such number of fully paid and non-assessable shares of common stock as is determined by multiplying the number of issued and outstanding shares of the Company’s common stock together with all other derivative securities, including securities convertible into or exchangeable for common stock, whether or not then convertible or exchangeable (b) subscriptions, rights, options and warrants to purchase shares of common stock, whether or not then exercisable, but entitled to vote on matters submitted to the shareholders, issued by the Company and outstanding as of the date of conversion, by .000001, then multiplying that number of shares of Series A Stock to be converted.

 

● In case of any consolidation, merger of the Company, or a change of control of the Company’s Board, the holders are entitled, without any further action required or permission by the Board, to exercise their conversions rights. In the case of any consolidation, merger of the Company, the Board shall mail to each holder of Series A Stock at least thirty (30) days prior to the consummation of such event, a notice thereof and each such holder shall have the option to either (i) convert such holder’s shares of Series A Stock into shares of common stock pursuant to this paragraph and thereafter receive the number of shares of common stock or other securities or property, or cash, as the case may be, to which a holder of the number of shares of common stock of the Company deliverable upon conversion of such Series A Stock would have been entitled upon conversion immediately preceding such consolidation, merger or conveyance, or (ii) exercise such holder’s rights pursuant to Section 8.1(a) hereof; provided however that the Series A Stock shall not be subject to or affected as to the number of conversion shares or the redemption or liquidation price by reason of any reverse stock split affected prior or as a result of any reorganization.

 

● In the event of a liquidation, the holders of shares of the Series A Stock shall be entitled to receive, prior to the holders of the other series of preferred stock and prior and in preference to any distribution of the assets or surplus funds of the Company to the holders of any other shares of stock of the Company by reason of their ownership of such stock, an amount equal to five dollars ($5.00) per share with respect to each share of Series B Stock owned as of the date of Liquidation, plus all declared but unpaid dividends with respect to such shares, and thereafter they shall share in the net Liquidation proceeds on an “as converted basis” on the same basis as the holders of the common stock.

 

● The holders of each share of Series A Stock shall have that number of votes as determined by multiplying the number of issued and outstanding shares of the Company’s common Stock together with all other derivative securities issued by the Company and outstanding as of the date of conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the shareholders, by .000001, then multiplying that number of shares of Series A Stock to be converted.

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● The Corporation shall have the option to redeem all of the outstanding shares of Series A Stock at any time on an “all or nothing” basis, unless otherwise mutually agreed in writing between the Corporation and the holders of shares of Series A Stock holding at least 51% of such Series A Stock, beginning ten (10) business days following notice by the Company, at a redemption price the higher of (a) five dollars ($5.00) per share, or (b) fifty percent (50%) of the trailing average highest closing bid price of the Company’s common stock as quoted on www.OTCMarkets.com or the Company’s primary listing exchange on the date of notice of redemption, unless otherwise modified by mutual written consent between the Company and the holders of the Series A Stock (the "Conversion Price"). Redemption payments shall only be made in cash within sixty (60) days of notice by the Company to redeem.

 

● The shares of Series A Stock acquired by the Company by reason of conversion or otherwise can be reissued, but only as an amended class, not as shares of Series A Stock.

 

Series C Preferred Stock

 

● 1 share of the Company’s authorized Series C Preferred Stock is issued and outstanding. Although the Series C Preferred Stock carries no dividend, distribution, liquidation or conversion rights, each share of Series C Preferred Stock grants the holder 50.1% of the total votes of all classes of capital stock of the Company and are able to vote together with the common stockholders on all matters. Consequently, the holder of the Company’s Series C Preferred Stock is able to unilaterally control the election of its board of directors and, ultimately, the direction of the Company.

 

Series D Preferred Stock

 

● 1,000 of the Company’s authorized 25,000,000 shares of preferred stock are designated as Series D Preferred Stock. Although the Series D Preferred Stock have no voting rights, shares of Series D Preferred Stock in the aggregate are convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. Additionally, the Series D Preferred Stock has pari passu dividend, distribution and liquidation rights with the common stock.

 

Stock Options

 

As a result of the Reverse Merger the Company has outstanding the following stock options as of the period ended December 31, 2018

 

  

 

 

Shares

 

 

Weighted

Average

Exercise

Price

 

 

Weighted

Average

Remaining

Term

 

 

Aggregate

Intrinsic Value

 Outstanding, December 31, 2018   2,120,000  $0.17   1.00  $355,200 
 Exercisable, December 31, 2018   2,120,000  $0.17   1.00  $355,200 

 

Note 7 - Income Taxes

 

The U.S. tax reform bill that Congress voted to approve December 20, 2017, also known as the “Tax Cuts and Jobs Act”, made sweeping modifications to the Internal Revenue Code, including a much lower corporate tax rate, changes to credits and deductions, and a move to a territorial system for corporations that have overseas earnings.

 

The act replaced the prior-law graduated corporate tax rate, which taxed income over $10 million at 35%, with a flat rate of 21%.

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2018 and 2017 are summarized below.

 

  2017 2018
Net operating loss carryforward $(51,994) $(210,736)
Other  —     —   
Total deferred tax assets  (51,994)  (210,736)
Valuation allowance  51,994   210,736 
Net deferred tax asset $—    $—   
 24 

 

 

In assessing the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, 2018 and 2017, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized, and has therefore recorded an appropriate valuation allowance against deferred tax assets at such dates.

 

No federal tax provision has been provided for the years ended December 31, 2018 and 2017 due to the losses incurred during such periods. Reconciled below is the difference between the income tax rate computed by applying the U.S. federal statutory rate and the effective tax rate for the years ended December 31, 2018 and 2017.

 

  2017 2018
U.S federal statutory income tax  -34.00%  -21.00%
State tax, net of federal tax benefit  -5.80%  -5.80%
Stock based compensation  0.00%  0.00%
Change in valuation allowance  39.80%  26.80%
Effective tax rate  0.00%  0.00%

 

At December 31, 2018, the Company has available net operating loss carryforwards for federal and state income tax purposes of approximately $1 million, which, if not utilized earlier, expire through 2038.

 

The Tax Reform Act of 1986 limits the annual utilization of net operating loss and tax credit carry forwards, following an ownership change of the Company. Note that as a result of the Company's equity financings in recent years, the Company underwent changes in ownership for purposes of the Tax Reform Act. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of any of the Company's net operating loss carry forwards may be limited if cumulative changes in ownership of more than 50% occur during any three-year period.

 

Note 8 – Commitments & Contingencies

 

Office Lease

 

Subsequent to December 31, 2017 the Company rented space on a month-to-month basis in a Class 1 office in Lafayette, LA which it currently occupies. The monthly rent is $3,000. For the year ended December 31, 2018 and 2017, the Company incurred $29,500 and $0 in rent expense, respectively.

 

Laboratory Lease

 

During 2017, the Company executed a 5-year lease for a laboratory located at NOVA Southeastern University to be used by NuLife for conducting bench research. The lease calls for monthly payments of base rent of $1,925 along with applicable taxes and shared operating expenses. The lease required a security deposit in the amount of $4,871 and requires a 4% increase in base rent annually. During the year ended December 31, 2018, the agreement was terminated, with rent declared due and payable immediately in the amount of $142,944, including $46,052 past due rent, $92,850 estimated future rent payments, and $4,042 brokerage fees. These liabilities have been incorporated into liabilities from discontinued operations.

 

Litigation

 

From time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations.

 

 

 

 25 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures: We conducted an evaluation by our management, which consists of two individuals, our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC`s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 

Based on this evaluation, our President and Chief Financial Officer concluded as of December 31, 2018, that our disclosure controls and procedures are effective at a reasonable assurance level and are designed to provide reasonable assurance that the controls and procedures will meet their objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

Management's Report on Internal Control Over Financial Reporting:Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The key internal controls for the Company are provided by executive management's review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

 

(1)pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
  
(2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
  
(3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management assessed the effectiveness of the Company's internal controls and procedures over financial reporting as of December 31, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

 

Based on this assessment, management has concluded that as of December 31, 2018, our internal control over financial reporting was ineffective 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.

 

Attestation Report of the Independent Public Accounting Firm

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to applicable rules of the SEC that permit the Company to provide only management's report in this annual report.

 26 

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 

 

 27 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Officers and Directors

 

The following table contains information as of December 31, 2018 as to each Officer and Director of the Company:

 

 

NameAgePosition
Lou Resweber56Chairman and Chief Executive Officer
Sean C. Clarke40Chief Financial Officer and Director

 

Louis J. Resweber.Mr Resweber has served as Chairman of the Board, Chief Executive Officer and Corporate Secretary of the Company since October 9, 2018. Prior to joining the Company, from September 2015 through October 2013, Mr. Resweber served as Chairman, President and Chief Executive Officer of LJR Security Services, Inc. and Gulf West Security Network, Inc., two privately-owned companies headquartered in Lafayette, LA, and both actively engaged in the electronic security industry. From September 2015 through September 2016, Mr. Resweber served as President and Chief Operating Officer of ESP Resources, Inc. (Nasdaq: ESPI). Previously, from its inception in March of 1993 through its successful sale in September of 2015, Mr. Resweber served as the Chairman of the Board, President and Chief Executive of Pelican Security Network, Inc., which he built from a start-up into the 36th largest provider of electronic security in the nation, in an industry with more than 14,000 licensed participants. Prior to that, from 1993 to 1996, Mr. Resweber was Chairman of the Board of Westmark Group Holdings, Inc. (Nasdaq:WGHI), where he completed the company's reorganization as a nationwide financial services concern. From 1995to 1996, he was President and Chief Executive Officer of Network Acquisition Corp., a wholly-owned subsidiary of Network Long Distance, Inc. (Nasdaq: NTWK), where he engineered a series of 17 successful mergers and acquisitions, helping to convert the company into one of the fastest-growing participants in the independent switch based telecommunications industry. From 1992 to 1995, he was Senior Vice President of Capital Markets for United Companies Financial Corporation (NYSE:UC), where he was instrumental in developing a capitalization plan that helped push its stock from $16 to $132 per share, making it one of the top growth stock of that time. And from 1991 to 1992, he was Senior Vice President of Hill & Knowlton International, Inc, beginning his career in the energy sector, Mr. Resweber served as Vice President of Arkla Energy (NYSE: ALG /now NRG - Reliant Energy) in Shreveport, LA; as Vice President of Entex Gas (NYSE: ETX / now CenterPoint Energy) in Houston, TX; and as Manager of Celeron Oil &Gas (NYSE: CEL/now Plains - All American Pipeline) in Santa Barbara, CA; Austin, TX; Houston, TX; and Lafayette, LA; the latter of which ultimately merged with The Goodyear Tire & Rubber (NYSE: GT).

 

Sean C. Clarke.Mr. Sean C. Clarke has, since the Company’s inception on October 15, 2013 served in various capacities. Presently, Mr Clarke is the Chief Financial Officer and a member of the Board of Directors. Mr. Clarke has also served as Chief Executive Officer and President of the Company.. Mr. Clarke has served as the sole officer of EPunk, Inc. from June 2013 through the present time, where he provides financial and management services for small to medium-sized companies. These include part time CEO services to these companies, which includes operational advice, accounting, supply chain management, preparation of security filings, and advice regarding compliance, and corporate governance. From 2010 through June 2013, Mr. Clarke worked privately as an accountant for Global Properties Corp. where he refined existing accounting systems, instituted internal controls and worked in direct support of the Director, board members and primary shareholders. In 2010, he served as an interim controller for Omega Accounting Solutions, a South Orange County California accounting firm where he administered financial reporting, budgeting and payroll services for small businesses. He implemented and revised accounting systems, and accounting software solutions across functional departments. During which time, he orchestrated two cost containment strategies resulting in the turnaround of two key clients. He also established AIA government compliant billing and payroll processes. In 2009, as a contractor, Mr. Clarke functioned as the sole On-Site IT Administration and Payable Accountant for a $275 million organization that conducted nondestructive testing for major utilities. He coordinated with the Network Administrator to manage a $1.5 million network of servers and operational technology. Mr. Clarke started his career in sales at Yellow Book USA where he served from 2000 to 2006. As an Assistant Sales Manager, he oversaw a twenty-person sales team responsible for $15 million in annual sales. He facilitated management and recruitment, training, forecasting, and internal reporting responsibilities. He administered a budget, and coordinated with major vendors to contain costs, implement new technology, and ensure product quality. He served in the retention of key accounts, and represented the division at local and superior court levels. Mr. Clarke earned a Bachelor of Science in Business Administration with an emphasis in Finance from Chapman University in May 2002 and a Master of Business Administration from the University San Diego in May 2008.

 

 

 

 28 

Family Relationships.

 

None.

 

Involvement in Certain Legal Proceedings

 

No executive officer or director has been involved in the last ten years in any of the following:

 

 Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
   
 Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
   
 Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
   
 Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
   
 Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or
   
 Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Corporate Governance by Board - Meetings, Committees and Audit Committee Financial Expert

 

In general, Boards of Directors have responsibility for risk management responsibilities and establishing broad corporate policies and reviewing overall performance rather than day-to-day operations. Also, a primary responsibility of a Board is to oversee the management of the Company and, in doing so, serve the best interests of the Company and its stockholders. Boards select, evaluate and provide for the succession of executive officers and, subject to stockholder election, directors. Boards review and approve corporate objectives and strategies, and evaluate significant policies and proposed major commitments of corporate resources. Boards of Directors also participate in decisions that have a potential major economic impact on the Company. Management keeps directors informed of company activity through regular communication, including written reports and presentations at Board and committee meetings.

 

We do not currently have regularly scheduled quarterly Board meetings, nor do we have standing audit, nominating or compensation committees of our Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of audit, nominating and compensation committees. As of the date of this prospectus, no member of our Board of Directors qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation SK promulgated under the Securities Act.

 

The Company is evaluating expansion of its current Board of Directors, including the addition of an independent board member with sufficient accounting and financial experience to chair an audit committee, as well as creating charters for its contemplated audit committee and compensation committee.

 

Director Nominations

 

As of December 31, 2018, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. We have not established formal procedures by which security holders may recommend nominees to the Company's board of directors.

 

 29 

 

Code of Ethics

 

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. A copy of our code of ethics may be obtained free of charge by contacting us at the address or telephone number listed on the cover page hereof.

 

Section 16 Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and significant stockholders (defined by statute as stockholders beneficially owning more than 10% of our common stock) to file with the SEC initial reports of beneficial ownership, and reports of changes in beneficial ownership, of our common stock. Directors, executive officers and significant stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of Forms 3, 4 and 5 (and amendments thereto) filed with the SEC and submitted to us, and on written representations by certain directors and executive officers received by us, we believe that all of our executive officers, directors and significant stockholders complied with all applicable filing requirements under Section 16(a) during the year ended December 31, 2018.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The following table shows for the fiscal years ended December 31, 2018 and December 31, 2017 compensation awarded to or paid to, or earned by, our President, Chief Executive Officer and Chief Financial Officer (the "Named Executive Officers").

 

Name and Principal Position Year 

Salary

($)

 Bonus
($)
 

Stock
Awards

($)

 All Other Compensation ($) Total
($)
Louis J. Resweber (1)President  2018  $48,000  $—    $—    $—    $48,000 
   2017  $—    $—    $—    $—    $—   
Fred G. Luke (2)Former President  2018  $—    $—    $—    $—    $—   
   2017  $35,000  $—    $—    $186,904  $221,904 

 

(1)On October 5, 2018, pursuant to the Merger Agreement with LJR, and in exchange for all one hundred (100) issued and outstanding shares of LJR, Lou Resweber, the sole shareholder of LJR received one thousand (1,000) shares of series D senior convertible 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, and one share of series C super-voting preferred stock of the Company which grants the holder 50.1% of the votes of the Company at all times.
  
(2)During the fiscal year ended September 30, 2017, the Company paid Mr. Luke, the Company’s former President $35,000 in fees, which included $5,300 carried over from consulting services provided by Mr. Luke during the fiscal year ended September 30, 2016 prior to Mr. Luke becoming President, and $755.15 in expense reimbursements. Global Business Strategies Inc., a company controlled by Mr. Luke, also received fees during the fiscal year ended September 30, 2017.

 

Narrative Disclosure to Summary Compensation

 

Louis J. Resweber– Effective October 8, 2018, the Company entered into an employment agreement withLouis J. Resweber, the Company’s Chief Executive Officer, President and Chairman of the board of directors. The term of the employment agreement runs through October 8, 2013. The employment agreement provides for an annual base salary that is subject to increase at the Compensation Committee’ discretion. The annual base salary in effect during the period covered by this Form 10-K was $246,000. Under the employment agreement, Mr. Resweber is eligible for an annual cash bonus based upon achievement of performance-based objectives established by the board of directors.

 

Equity Awards

 

None.

 

Compensation of Directors

 

During our fiscal years ended December 31, 2018 and 2017, we did not provide compensation to any of our directors for serving as a director.

 

 30 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of April 16, 2019, certain information with regard to the record and beneficial ownership of the Company's common stock by (i) each person known to the Company to be the record or beneficial owner of 5% or more of the Company's common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group:

 

Name(1)

 
 

Shares of
Common
Stock Beneficially
Owned

 
 

Percent of Class

 
 

Shares of
Series A Preferred
Stock
Beneficially
Owned(2)

 
 

Percent of Class

 
 

Shares of
Series C Preferred
Stock
Beneficially
Owned(3)

 
 

Percent of Class

 
 

Shares of
Series D Preferred
Stock
Beneficially
Owned(4)

 
 

Percent of Class

 
 

Other Beneficial

Ownership

 
 

Total

 
 

Voting Percentage for all Classes (fully-diluted)

 
Louis J. Resweber(5)  —     *   —     *   1   100%  1,000   100%  —     1,100   99.98%
Sean C. Clarke(6)  50,000   1.11%  7,500   1.05%  —     *   —     *   —     57,500   1.05%
Fred Luke(7)  132,156   2.92%  55,000   7.67%  —     *   —     *   1,500,000   1,687,156   7.67%
Derek Cahill(8)  2,175,000   48.14%  —     *   —     *   —     *   —     2,175,000    __
Kingdom Building, Inc.(9)  130,000   2.88%  655,000   91.29%  —     *   —     *   —       91.29%
All directors/director nominees and executive officers as a group (2 persons)  50,000   1.11%  7,500   1.01%  1   100%  1,000   100%  —     58,501   99.99%

________________________________________
*Indicates less than

 

 (1)Except as otherwise indicated, the address of each beneficial owner is c/o Gulf West Security Network, Inc., Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road, Lafayette, LA 70508-8517.

 

(2)Shares of our Series A Preferred Stock are not convertible into common stock and are entitled to such votes as determined by multiplying the number of issued and outstanding shares of the Corporation’s Common Stock together with all other derivative securities issued by the Corporation and outstanding as of the Date of Conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the Shareholders, by .000001, then multiplying that by the number of shares of Series A Preferred Stock issued and outstanding.

 

(3)Shares of our Series C Preferred Stock are not convertible into common stock but hold 50.1% of the vote of all classes of capital stock, and are entitled to vote together with holders of our common stock on all matters in which our common stockholders may vote.

 

(4)Shares of our Series D Preferred Stock are convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock, and are entitled to vote together on an as converted basis with holders of our common stock on all matters in which our common stockholders may vote.

 

(5)Chief Executive Officer and Chairman of the Board of Directors.

 

(6)Chief Financial Officer and Secretary and current member of the Board of Directors. Mr. Clarke has the option to convert 7,500 Series A Preferred Stock upon board of directors approval of the conversion, which shares are convertible into such number of shares of common stockas determined by multiplying the number of issued and outstanding shares of the Corporation’s Common Stock together with all other derivative securities issued by the Corporation and outstanding as of the Date of Conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the Shareholders, by .000001, then multiplying that by the number of Series A Preferred shares held.

 

 31 

 

 

 (7)Former President of the Company. Mr. Luke’s common and preferred shares are held by Global Business Strategies Inc. (“GBSI”), a Nevada corporation beneficially controlled by Mr. Luke. Mr. Luke has the option to convert GBSI’s 55,000 Series A Preferred Stock upon board of directors approval of the conversion, which shares are convertible into such number of shares of common stockas determined by multiplying the number of issued and outstanding shares of the Corporation’s Common Stock together with all other derivative securities issued by the Corporation and outstanding as of the Date of Conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the Shareholders, by .000001, then multiplying that by the number of Series A Preferred shares held..

 

 (8)Beneficial shareholder of the Company.

 

 (9)A California corporation owned and controlled by Ted Haberfield. Mr. Haberfield has the option to convert GBSI’s 655,000 Series A Preferred Stock upon board of directors approval of the conversion, which shares are convertible into into such number of shares of common stockas determined by multiplying the number of issued and outstanding shares of the Corporation’s Common Stock together with all other derivative securities issued by the Corporation and outstanding as of the Date of Conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the Shareholders, by .000001, then multiplying that by the number of Series A Preferred shares held.

 

 

 

 

 

 

 

 32 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Certain Relationships and Related Transactions

 

None.

 

Corporate Governance and Director Independence

 

The Company has not:

 

 established its own definition for determining whether its directors and nominees for directors are "independent" nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current director would not be deemed to be "independent" under any applicable definition given that he is an officer of the Company; nor
   
 established any committees of the board of directors.

 

Given the nature of the Company's business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires any corporate governance committees at this time.

 

As of the date hereof, the entire board serves as the Company's audit committee.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Independent Public Accountants

 

On October 8, 2018, TAAD, LLP was dismissed as the independent registered public accounting firm for the Company. On October 8, 2018, Daszkal Bolton LLP, the independent registered public accounting firm for LJR, was engaged by the Company as its new independent registered public accounting firm.

 

Audit Fees

 

The aggregate fees billed for the two most recently completed fiscal years ended December 31, 2018, and December 31, 2017, for professional services rendered by Daszkal Bolton LLP, for the audit of our annual consolidated financial statements, quarterly reviews of our interim, unaudited consolidated financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

  

Year Ended

December 31,
2018

  

Year Ended

December 31,
2017

Audit Fees and Audit Related Fees $43,950(1)  $27,000(2)
Tax Fees  -   3,000
All Other Fees  -   -
Total $43,950  $30,000

 

 (1)Includes $43,950 in audit fees paid to Daszkal Bolton LLP for services provided to Gulf West Security Networks after the Merger.

 

 (2)Includes $27,000 in audit fees paid to Daszkal Bolton LLP for services provided to LJR prior to the Merger.

 

In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

 33 

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

Exhibit No. Description 
    
 3.1Amended and Restated Articles of Incorporation (1) 
    
 3.2Amended and Restated By-Laws (1) 
    
 3.3Certificate of Designation for Series A Preferred Stock 
     
 3.5Certificate of Designation for Series C Preferred Stock (1)  
     
 3.6Certificate of Designation for Series D Preferred Stock (1)  
     
 10.1Form of Note Agreement (2) 
    
 14.1Code of Ethics (4) 
    
 31.1   Certification of Principal Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.* 
    
 31.2Certification of Principal Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.* 
    
 32.1Certification of Principal Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 
    
 32.2  Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 
    
 101XBRL Interactive Data Files* 

____________

* Filed herewith.

 

 (1)Incorporated herein by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on September 24, 2018.

 

 (2)Incorporated herein by reference to the Company’s Form 8-K filed with the Securities and Exchange Commission on September 28, 2017.

 

 (3)Incorporated herein by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on November 11, 2016 .

 

 (4)Incorporated herein by reference to the Company's Form S-1/A filed with the Securities and Exchange Commission on February 24, 2014.

 



 34 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 GULF WEST SECURITY NETWORK, INC. 
    
Date: April 16, 2018By:/s/ Louis J. Resweber 
  Louis J. Resweber 
  President (Principal Executive Officer) 

 

POWER OF ATTORNEY

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature Title Date
     
/s/ Louis J. Resweber President April 16, 2018,
Louis J. Resweber    
     
/s/ Sean C. Clark________________ Chief Financial Officer, Secretary April 16, 2018
Sean C. Clarke and Sole Director  

 

 

 

 

 35