Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 22, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | GULF WEST SECURITY NETWORK, INC. | |
Entity Central Index Key | 0001592603 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 23,091 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55805 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 82-2908492 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 2851 Johnson Street | |
Entity Address Address Line 2 | Unit #194 | |
Entity Address City Or Town | Lafayette | |
Entity Address State Or Province | LA | |
Entity Address Postal Zip Code | 70503 | |
City Area Code | 337 | |
Local Phone Number | 210-8790 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 38,033 | $ 14,145 |
Accounts receivable | 1,855 | 5,442 |
Prepaid expenses | 28,064 | 27,888 |
Total Current Assets | 67,952 | 47,475 |
Total assets | 67,952 | 47,475 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 52,719 | 112,377 |
Accounts payable - related party | 28,218 | 6,817 |
Accrued wages - related party | 788,674 | 668,294 |
Bridge loan from affiliates | 1,950,193 | 1,875,436 |
Liabilities of discontinued operations | 320,450 | 393,420 |
Total Liabilities | 3,140,254 | 3,056,344 |
Deficiency in Stockholders equity | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 23,091 shares issued and outstanding | 23 | 23 |
Stock payable | 200,000 | 200,000 |
Additional paid in capital | 161,803 | 161,803 |
Accumulated deficit | (3,434,764) | (3,371,331) |
Total deficiency in stockholders equity | (3,072,302) | (3,008,869) |
Total liabilities and deficiency in stockholders equity | 67,952 | 47,475 |
Preferred Stock Series A [Member] | ||
Deficiency in Stockholders equity | ||
Preferred stock value | 635 | 635 |
Preferred Stock Series B [Member] | ||
Deficiency in Stockholders equity | ||
Preferred stock value | 0 | 0 |
Preferred Stock Series D [Member] | ||
Deficiency in Stockholders equity | ||
Preferred stock value | 1 | 1 |
Preferred Stock Series C [Member] | ||
Deficiency in Stockholders equity | ||
Preferred stock value | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common Stock; Par Value | $ 0.001 | $ 0.001 |
Common Stock; Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock; Shares Issued | 23,091 | 23,091 |
Common Stock; Shares Outstanding | 23,091 | 23,091 |
Preferred stock; Shares Par Value | $ 0.001 | $ 0.001 |
Preferred stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock Series A [Member] | ||
Preferred stock; Shares Issued | 635,000 | 635,000 |
Preferred stock; Shares Outstanding | 635,000 | 635,000 |
Preferred Stock Series B [Member] | ||
Preferred stock; Shares Issued | 0 | 0 |
Preferred stock; Shares Outstanding | 0 | 0 |
Preferred Stock Series D [Member] | ||
Preferred stock; Shares Issued | 1,000 | 1,000 |
Preferred stock; Shares Outstanding | 1,000 | 1,000 |
Preferred Stock Series C [Member] | ||
Preferred stock; Shares Issued | 1 | 1 |
Preferred stock; Shares Outstanding | 1 | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenue | ||||
Monitoring and related services | $ 3,006 | $ 2,757 | $ 4,873 | $ 5,298 |
False Pict False Pict | ||||
Cost of Revenue | 1,071 | 1,026 | 2,563 | 2,012 |
Gross Profit | 1,935 | 1,731 | 2,310 | 3,286 |
Operating Expenses | ||||
General and administrative | 98,581 | 97,487 | 200,919 | 208,161 |
Total Operating Expenses | 98,581 | 97,487 | 200,919 | 208,161 |
Other Income/(Expense) | ||||
Gain on accounts payable write-off | 0 | 0 | 62,660 | 0 |
Interest expense | (3,417) | (2,854) | (6,321) | (5,651) |
Total Other Income/(Expense) | (3,417) | (2,854) | 56,339 | (5,651) |
Operating Loss | (100,063) | (98,610) | (142,270) | (210,526) |
Loss from continuing operations before provision for income taxes | (100,063) | (98,610) | (142,270) | (210,526) |
Provision for Income Taxes | 0 | 0 | 0 | 0 |
Loss from continuing operations | (100,063) | (98,610) | (142,270) | (210,526) |
Income from discontinued operations | 14,714 | 32,164 | 78,837 | 5,497 |
Net Loss | $ (85,349) | $ (66,446) | $ (63,433) | $ (205,029) |
Basic and diluted net loss per common share, continuing operations | $ (4.33) | $ (4.27) | $ (6.16) | $ (9.12) |
Basic and diluted net loss per common share, discontinued operations | $ 0.64 | $ 1.39 | $ 3.41 | $ 0.24 |
Weighted average shares outstanding | 23,091 | 23,091 | 23,091 | 23,091 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS EQUITY (Unaudited) - USD ($) | Total | Preferred Stock Series A [Member] | Preferred Stock Series C [Member] | Preferred Stocks Series B [Member] | Preferred Stock Series D [Member] | Common Stock [Member] | Stock Payable [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Balance, shares at Dec. 31, 2020 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Dec. 31, 2020 | $ (2,717,398) | $ 635 | $ 0 | $ 0 | $ 1 | $ 23 | $ 200,000 | $ 161,803 | $ (3,079,860) |
Net income (loss) | (138,583) | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | (138,583) |
Balance, shares at Mar. 31, 2021 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Mar. 31, 2021 | (2,855,981) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,218,443) |
Balance, shares at Dec. 31, 2020 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Dec. 31, 2020 | (2,717,398) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,079,860) |
Net income (loss) | (205,029) | ||||||||
Balance, shares at Jun. 30, 2021 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Jun. 30, 2021 | (2,922,427) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,284,889) |
Balance, shares at Mar. 31, 2021 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Mar. 31, 2021 | (2,855,981) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,218,443) |
Net income (loss) | (66,446) | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | (66,446) |
Balance, shares at Jun. 30, 2021 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Jun. 30, 2021 | (2,922,427) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,284,889) |
Net income (loss) | (121,893) | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | (121,893) |
Balance, shares at Sep. 30, 2021 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Sep. 30, 2021 | (3,044,320) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,406,782) |
Net income (loss) | 35,451 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | 35,451 |
Balance, shares at Dec. 31, 2021 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Dec. 31, 2021 | (3,008,869) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,371,331) |
Net income (loss) | 21,916 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | 21,916 |
Balance, shares at Mar. 31, 2022 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Mar. 31, 2022 | (2,986,953) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,349,415) |
Balance, shares at Dec. 31, 2021 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Dec. 31, 2021 | (3,008,869) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,371,331) |
Net income (loss) | (63,433) | ||||||||
Balance, shares at Jun. 30, 2022 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Jun. 30, 2022 | (3,072,302) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,434,764) |
Balance, shares at Mar. 31, 2022 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Mar. 31, 2022 | (2,986,953) | $ 635 | $ 0 | 0 | $ 1 | $ 23 | 200,000 | 161,803 | (3,349,415) |
Net income (loss) | (85,349) | $ 0 | $ 0 | 0 | $ 0 | $ 0 | 0 | 0 | (85,349) |
Balance, shares at Jun. 30, 2022 | 635,000 | 1 | 1,000 | 23,091 | |||||
Balance, amount at Jun. 30, 2022 | $ (3,072,302) | $ 635 | $ 0 | $ 0 | $ 1 | $ 23 | $ 200,000 | $ 161,803 | $ (3,434,764) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows From Operating Activities | ||
Net Loss | $ (63,433) | $ (205,029) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Net income from discontinued operations | (78,837) | (5,497) |
Gain on accounts payable write-off | (62,660) | 0 |
Bad debts expense | 5,507 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,920) | (2,430) |
Prepaid expenses | (176) | 144 |
Accounts payable and accrued liabilities | 3,002 | 144 |
Accrued wages - related party | 120,380 | 115,592 |
Unearned revenue | 0 | (400) |
Net cash used in operating activities continuing operations | (78,137) | (97,476) |
Net cash used in operating activities discontinued operations | 5,867 | 5,652 |
Cash Flows From Financing Activities | ||
Advances from related party, net | 21,401 | 1,408 |
Proceeds from bridge loan from affiliates | 74,757 | 90,500 |
Net cash provided by financing activities | 96,158 | 91,908 |
Net Change In Cash | 23,888 | 84 |
Cash at Beginning of Period | 14,145 | 4,505 |
Cash at End of Period | 38,033 | 4,589 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
NATURE OF THE BUSINESS
NATURE OF THE BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
NATURE OF THE BUSINESS | |
NOTE 1 - NATURE OF THE BUSINESS | 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 stockholders received one thousand (1,000) shares of series D senior convertible preferred stock, par value $0.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-three 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 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. Reverse Stock Split On March 29, 2022, the Company filed an amendment to its Amended and Restated Articles of Incorporation, effective as of 12:01 am on April 1, 2022, whereby each 200 then outstanding share of the Common Stock was combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). Following the Reverse Stock Split, the Company had approximately 23,091 shares of Common Stock outstanding and an additional 499,976,909 shares of Common Stock available for issuance. In addition, the authorized shares of common stock were increased from 475,000,000 shares to 500,000,000 shares and the authorized shares of preferred stock were increased from 25,000,000 shares to 50,000,000 shares, of which 635,000 shares of Series A Preferred Stock, one (1) share of Series C Preferred Stock and 1,000 shares of Series D Preferred Stock are outstanding. All outstanding shares disclosed for all periods presented have been retroactively adjusted to reflect the effects of the stock split. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of the condensed 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain 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 condensed consolidated financial statements include all accounts of Gulf 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 unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements contained in the Company’s Annual Report on Form 10-K. 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 June 30, 2022 and December 31, 2021, 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. Revenue Recognition The Company retrospectively adopted FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers”, on January 1, 2018, which did not have a material impact on the Company’s condensed consolidated 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 condensed 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 condensed consolidated statements of operations. 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 condensed 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 Carrying Value Level 1 Level 2 Level 3 As of June 30, 2022 Derivative liabilities, debt and equity instruments $ 59,785 — — $ 59,785 As of December 31, 2021 Derivative liabilities, debt and equity instruments $ 138,622 — — $ 138,622 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 six months ended June 30, 2022 and for the year ended December 31, 2021 were as follows: Balance, December 31, 2020 $ 238,395 Changes in fair value of derivative (99,773 ) Balance, December 31, 2021 $ 138,622 Change in fair value of derivative (78,837 ) Balance, June 30, 2022 $ 59,785 Derivative Financial Instruments The Company evaluates its 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. 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 unaudited condensed consolidated 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 is recorded in earnings as “Income from discontinued operations.” Please refer to Note 3 below. Going Concern The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a net loss from continuing operations of $142,270 for the six months ended June 30, 2022, and an accumulated deficit of $3,434,764, and a working capital deficit of $3,072,302 at June 30, 2022. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying condensed consolidated financial statements for the six months ended June 30, 2022, 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 its 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 unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed 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 was effective for all interim and annual reporting periods beginning after December 15, 2021. 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 adopted the provisions of this standard in the year 2019 but did not have any impact since all leases are short-term in nature. 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 condensed consolidated financial statements. |
ACQUIRED ASSETS AND ASSUMED LIA
ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS | |
NOTE 3 - ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS | 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 dated August 9, 2018, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc., LJR stockholders 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-three 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: August 9, 2018 December 31, 2021 June 30, 2022 Security deposit $ 4,871 $ - $ - Goodwill 612,771 - - Accrued expenses (125,647 ) - - Accrued interest (49,261 ) (44,724 ) (50,591 ) Notes payable (117,500 ) - - Convertible notes (138,500 ) (138,500 ) (138,500 ) Derivative liability (172,532 ) (138,622 ) (59,785 ) Liabilities of discontinued operations - (71,574 ) (71,574 ) Total identified net assets (liabilities) $ 14,202 $ (393,420 ) $ (320,450 ) As a result of the Reverse Merger, the Company acquired approximately $0.60 million of liabilities of the former operations of NuLife Sciences, Inc., which have been discontinued. In 2020, the Company settled liabilities of discontinued operations of $142,844 for $13,891. As of June 30, 2022, these liabilities amounted to $320,450. The Company is evaluating the means to relieve the Company of these liabilities. The assets and liabilities described below have been classified as discontinued operations in the condensed consolidated financial statements. Goodwill The Company acquired goodwill through the Reverse Merger described above. The carrying value of $612,771 was impaired and written down to $0 in 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 September 30, 2015 and carries an interest rate of 12%. This note was settled in 2020. · 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 were settled in 2020. · Term note payable with outstanding principal of $18,000, and accrued interest of $843. The note matured on July 31, 2019 and carries an interest at the rate of 3%. This note was paid on December 5, 2019. In 2020, the Company settled the notes payable of $99,500 and accrued interest of $60,493 for $92,500 and 200,000 shares of preferred stock valued at $200,000, which not yet issued and presented as stock payable in consolidated balance sheet as of June 30, 2022 and December 31, 2021. 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: June 30, 2022 (A) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and was due December 2019 (in default) $ 5,000 (B) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share (in default) 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 (in default) 20,000 Total convertible debt $ 138,500 A. Originally issued in 2017, outstanding principal of $5,000, and accrued interest of $715. B. Hayden note was issued on August 23, 2017, outstanding principal of $50,000, and accrued interest of $4,538. C. Current holder acquired the note in May 2018. Current outstanding principal of $63,500, and accrued interest of $4,295. D. Escala note was issued October 13, 2017, outstanding principal of $20,000, and accrued interest of $1,530. As of June 30, 2022 and December 31, 2021, convertible notes had total outstanding principal of $138,500 and $138,500 and accrued interest of $50,591 and $44,724, all respectively. These liabilities have been incorporated into liabilities from discontinued operations. Derivative Liability As of June 30, 2022 and December 31, 2021, the derivative liabilities were valued at $59,785 and $138,622, respectively, related to a convertible notes [(C) above] due in September 2018. This derivative liability has been incorporated into liabilities from discontinued operations. The fair value of the embedded derivative was determined using the Black-Scholes Model with the following assumptions: June 30, 2022 December 31, 2021 (1) dividend yield of 0%; 0%; (2) expected volatility of 185%; 194%; (3) risk-free interest rate of 1.72%; 0.06%; (4) expected life of 0.33 year; 0.33 year; (5) fair value of the Company’s common stock of $12 per share. $38 per share. |
PREPAID EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2022 | |
PREPAID EXPENSES | |
NOTE 4 - PREPAID EXPENSES | 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 June 30, 2022 and December 31, 2021, the available barter credit balances were $23,064 and $22,888, respectively. As of both June 30, 2022 and December 31, 2021, this account also includes prepaid expense for legal expenses amounting to $5,000. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS AND BALANCES | |
NOTE 5 - RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 5: RELATED PARTY TRANSACTIONS AND BALANCES An officer of the Company agreed to defer portions of his salaries annually since inception. The balances due under this arrangement were $788,674 and $668,294 as of June 30, 2022 and December 31, 2021, respectively. This balance has no formal repayment terms or interest. The same officer of the Company advances funds to the Company and receives repayments on such advances throughout the year in the form of allowing Company use of personal credit cards. The balances due under this arrangement as of June 30, 2022 and December 31, 2021 were $28,219 and $6,817, respectively. |
BRIDGE LOAN FROM AFFILIATES
BRIDGE LOAN FROM AFFILIATES | 6 Months Ended |
Jun. 30, 2022 | |
BRIDGE LOAN FROM AFFILIATES | |
NOTE 6 - BRIDGE LOAN FROM AFFILIATES | NOTE 6: BRIDGE LOAN FROM AFFILIATES As of June 30, 2022 and December 31, 2021, the Company has received advances totaling $1,950,193 and $1,875,436, respectively, from its affiliates. The formal structure and payment terms of these advances have not yet been determined by the Company and the third parties. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Jun. 30, 2022 | |
CAPITAL STOCK | |
NOTE 7 - CAPITAL STOCK | NOTE 7: CAPITAL STOCK As of March 31, 2022, the Company is authorized to issue 475,000,000 shares of $0.001 par value common stock and 25,000,000 shares of $0.001 par value preferred stock. On March 29, 2022, the Company filed an amendment to its Amended and Restated Articles of Incorporation, effective as of 12:01 am on April 1, 2022, whereby each 200 currently outstanding share of the Common Stock shall be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). In addition, the authorized shares of common stock were increased from 475,000,000 shares to 500,000,000 shares and the authorized shares of preferred stock were increased from 25,000,000 shares to 50,000,000 shares. All outstanding shares disclosed for all periods presented have been retroactively adjusted to reflect the effects of the stock split. On July 2, 2020, the Company redeemed its 100,000 shares of Series A Convertible Preferred Stock for $18,010. On September 17, 2020, the Company redeemed its 7,500 shares of Series A Convertible Preferred Stock for $2,000 and issuance of 500 shares of Common Stock. As of June 30, 2022 and December 31, 2021, the Company had 23,091 and 23,091 shares of its Common Stock issued and outstanding, 635,000 and 635,000 shares of its Series A Convertible Preferred Stock issued and outstanding, 0 and 0 shares of its Series B Convertible Preferred Stock issued and outstanding, 1 and 1 share of its Series C Super-Voting Preferred Stock issued and outstanding, and 1,000 and 1,000 shares of its Series D Senior Convertible Preferred Stock issued and outstanding, all respectively. Description of Preferred Stock: Series A Preferred Stock As of June 30, 2022 and December 31, 2021, the Company has 635,000 and 635,000, respectively, shares of Preferred Stock designated as Series A Preferred Stock 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. · 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 ninety (90) 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 · The Company has 1 share of Preferred Stock designated as Series C Preferred Stock. 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 · The Company has 1,000 shares of Preferred Stock 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-three 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. |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENT AND CONTINGENCIES | |
NOTE 8 - COMMITMENT AND CONTINGENCIES | NOTE 8: COMMITMENT AND CONTINGENCIES 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. |
WESTECH MERGER
WESTECH MERGER | 6 Months Ended |
Jun. 30, 2022 | |
WESTECH MERGER | |
NOTE 9 - WESTECH MERGER | NOTE 9: WESTECH MERGER On December 21, 2020, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Westech Security and Investigations, Inc. (“Westech”) and Josephine Brown (“Brown”), the sole shareholder and owner of Westech. Pursuant to the terms of the share purchase agreement, the sole shareholder of Westech will sell all her shares to the Company in exchange for approximately 66% of the Company’s issued and outstanding shares of common stock (the “Sale”), to become effective at such time as the articles of merger have been filed. The remaining 34% of the Company’s issued and outstanding shares of common Stock shall consist of presently issued and outstanding shares of common Stock of the Company and the following to be issued in the form of Company’s Series E Preferred Stock, convertible into one share of Company’s common Stock, and shall consist of: (i) an exchange of all outstanding preferred stock of the Company, (ii) an exchange of all outstanding loans to the Company which shall either be satisfied or shall convert to Series E Preferred Stock immediately following the closing of the sale so that there are no outstanding loans to the Company at closing of the sale, (iii) a bridge loan of $500,000 previously made to Westech, which shall convert to Series E Preferred Stock immediately following the closing of the sale and (iv) an investment of $750,000 into the Company at closing of the sale. In connection with the additional $1,250,000, the Company shall issue 1,250,000 shares of Series E Preferred Stock. Furthermore, subject to the approval of Company’s shareholder and subject to discretion of the Board of Directors of the Company, the Company will change its name to “Westech Security and Investigation, Inc”, increase the number of shares of authorized preferred stock so it has sufficient amount of preferred stock to undertake the transactions contemplated by the sale; and undertake a 1-for-187 reverse stock split of its shares of common stock. Subsequent to the period ended June 30, 2022, the Company is still in the process of completing this merger transaction. On August 19, 2022, the Company entered into a Termination Agreement (the “Termination Agreement”) with Westech and Brown to terminate the Share Purchase Agreement, Pursuant to the Termination Agreement, the Company, Westech and Brown have terminated the Share Purchase Agreement on August 19, 2022 and released each other from certain claims related to or arising out of the Share Purchase Agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
NOTE 10 - SUBSEQUENT EVENTS | NOTE 10: SUBSEQUENT EVENTS In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2022 up through the date of the these condensed consolidated financial statements. On August 19, 2022, the Company entered into a Termination Agreement (the “Termination Agreement”) with Westech Security and Investigations, Inc. (“Westech”) and Josephine Brown (“Brown”), the sole shareholder and owner of Westech, to terminate the Share Purchase Agreement, dated December 21, 2020 (the “Share Purchase Agreement Agreement”), by and among the Company, Westech and Brown. Pursuant to the Termination Agreement, the Company, Westech and Brown have terminated the Share Purchase Agreement on August 19, 2022 and released each other from certain claims related to or arising out of the Share Purchase Agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Use of Estimates | The preparation of the condensed 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Management makes estimates that affect certain 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 condensed consolidated financial statements include all accounts of Gulf 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 unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements contained in the Company’s Annual Report on Form 10-K. |
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 June 30, 2022 and December 31, 2021, 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. |
Revenue Recognition | The Company retrospectively adopted FASB Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers”, on January 1, 2018, which did not have a material impact on the Company’s condensed consolidated 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 condensed 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 condensed consolidated statements of operations. 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 condensed 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 Carrying Value Level 1 Level 2 Level 3 As of June 30, 2022 Derivative liabilities, debt and equity instruments $ 59,785 — — $ 59,785 As of December 31, 2021 Derivative liabilities, debt and equity instruments $ 138,622 — — $ 138,622 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 six months ended June 30, 2022 and for the year ended December 31, 2021 were as follows: Balance, December 31, 2020 $ 238,395 Changes in fair value of derivative (99,773 ) Balance, December 31, 2021 $ 138,622 Change in fair value of derivative (78,837 ) Balance, June 30, 2022 $ 59,785 |
Derivative Financial Instruments | The Company evaluates its 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. 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 unaudited condensed consolidated 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 is recorded in earnings as “Income from discontinued operations.” Please refer to Note 3 below. |
Going Concern | The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a net loss from continuing operations of $142,270 for the six months ended June 30, 2022, and an accumulated deficit of $3,434,764, and a working capital deficit of $3,072,302 at June 30, 2022. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying condensed consolidated financial statements for the six months ended June 30, 2022, 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 its 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 unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed 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 was effective for all interim and annual reporting periods beginning after December 15, 2021. 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 adopted the provisions of this standard in the year 2019 but did not have any impact since all leases are short-term in nature. 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 condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of fair value measurements | Fair Value Measurement Carrying Value Level 1 Level 2 Level 3 As of June 30, 2022 Derivative liabilities, debt and equity instruments $ 59,785 — — $ 59,785 As of December 31, 2021 Derivative liabilities, debt and equity instruments $ 138,622 — — $ 138,622 |
Schedule of changes in level 3 assets measured at fair value | Balance, December 31, 2020 $ 238,395 Changes in fair value of derivative (99,773 ) Balance, December 31, 2021 $ 138,622 Change in fair value of derivative (78,837 ) Balance, June 30, 2022 $ 59,785 |
ACQUIRED ASSETS AND ASSUMED L_2
ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS (Tables) | |
Schedule of total identified net assets | August 9, 2018 December 31, 2021 June 30, 2022 Security deposit $ 4,871 $ - $ - Goodwill 612,771 - - Accrued expenses (125,647 ) - - Accrued interest (49,261 ) (44,724 ) (50,591 ) Notes payable (117,500 ) - - Convertible notes (138,500 ) (138,500 ) (138,500 ) Derivative liability (172,532 ) (138,622 ) (59,785 ) Liabilities of discontinued operations - (71,574 ) (71,574 ) Total identified net assets (liabilities) $ 14,202 $ (393,420 ) $ (320,450 ) |
Schedule of Convertible notes | June 30, 2022 (A) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and was due December 2019 (in default) $ 5,000 (B) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share (in default) 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 (in default) 20,000 Total convertible debt $ 138,500 |
Schedule of fair value of derivatives | June 30, 2022 December 31, 2021 (1) dividend yield of 0%; 0%; (2) expected volatility of 185%; 194%; (3) risk-free interest rate of 1.72%; 0.06%; (4) expected life of 0.33 year; 0.33 year; (5) fair value of the Company’s common stock of $12 per share. $38 per share. |
NATURE OF THE BUSINESS (Details
NATURE OF THE BUSINESS (Details Narrative) - shares | 6 Months Ended | |
Jun. 30, 2022 | Sep. 20, 2018 | |
Merger agreement, description | 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 stockholders received one thousand (1,000) shares of series D senior convertible preferred stock, par value $0.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-three thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder received one share of series C super-voting preferred stock of NuLife which granted the holder 50.1% of the votes of NuLife at all times. | |
Reverse stock split, description | On March 29, 2022, the Company filed an amendment to its Amended and Restated Articles of Incorporation, effective as of 12:01 am on April 1, 2022, whereby each 200 then outstanding share of the Common Stock was combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). Following the Reverse Stock Split, the Company had approximately 23,091 shares of Common Stock outstanding and an additional 499,976,909 shares of Common Stock available for issuance. In addition, the authorized shares of common stock were increased from 475,000,000 shares to 500,000,000 shares and the authorized shares of preferred stock were increased from 25,000,000 shares to 50,000,000 shares, of which 635,000 shares of Series A Preferred Stock, one (1) share of Series C Preferred Stock and 1,000 shares of Series D Preferred Stock are outstanding. | |
Board of Directors [Member] | Series D Preferred Stock [Member] | ||
Preferred stock, designated shares | 1,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Derivative liabilities, debt and equity instruments | $ 59,785 | $ 138,622 |
Level 1 | ||
Derivative liabilities, debt and equity instruments | 0 | 0 |
Level 2 | ||
Derivative liabilities, debt and equity instruments | 0 | 0 |
Level 3 | ||
Derivative liabilities, debt and equity instruments | $ 59,785 | $ 138,622 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Derivatives, beginning Balance | $ 138,622 | $ 238,395 |
Change in fair value of derivative | (78,837) | (99,773) |
Derivatives, Ending Balance | $ 59,785 | $ 138,622 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Net loss from continuing operations | $ (142,270) |
Accumulated deficit | 3,434,764 |
Working capital deficit | $ 3,072,302 |
ACQUIRED ASSETS AND ASSUMED L_3
ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Aug. 09, 2018 |
Goodwill | $ 612,771 | ||
Fair value of assets and liabilities [Member] | |||
Security deposit | 0 | $ 0 | $ 4,871 |
Goodwill | 0 | 0 | 612,771 |
Accrued expenses | 0 | 0 | (125,647) |
Accrued interest | (50,591) | (44,724) | (49,261) |
Notes payable | 0 | 0 | (117,500) |
Convertible notes | (138,500) | (138,500) | (138,500) |
Derivative liability | (59,785) | (138,622) | (172,532) |
Liabilities of discontinued operation | (71,574) | (71,574) | 0 |
Total identified net assets (Liabilities) | $ (320,450) | $ (393,420) | $ 14,202 |
ACQUIRED ASSETS AND ASSUMED L_4
ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS (Details 1) | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares | |
Total Convertible notes | $ 138,500 |
Convertible Note A [Member] | |
Total Convertible notes | $ 5,000 |
Interest rate | 8% |
Convertible price per share | $ / shares | $ 0.11 |
Convertible Note B [Member] | |
Total Convertible notes | $ 50,000 |
Interest rate | 8% |
Convertible price per share | $ / shares | $ 0.11 |
Convertible Note C [Member] | |
Total Convertible notes | $ 63,500 |
Interest rate | 5% |
Convertible Note D [Member] | |
Total Convertible notes | $ 20,000 |
Interest rate | 8% |
Convertible price per share | $ / shares | $ 0.30 |
ACQUIRED ASSETS AND ASSUMED L_5
ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS (Details 2) - Fair value of embedded derivative [Member] - Black-Scholes Model [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Dividend yield of | 0% | 0% |
Expected volatility of | 185% | 194% |
Risk-free interest rate of | 1.72% | 0.06% |
Expected life of | 3 months 29 days | 3 months 29 days |
Fair value of the Company's common stock of | $ 12 | $ 38 |
ACQUIRED ASSETS AND ASSUMED L_6
ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | |
Liabilities of discontinued operations | $ 320,450 | $ 142,844 | ||
Settled liabilities | $ 13,891 | |||
Goodwill | 612,771 | |||
GoodwillWrittenDown | $ 0 | |||
Accrued interest | 50,591 | $ 44,724 | ||
OUtstanding balance | 138,500 | 138,500 | ||
Stock payable | 200,000 | 200,000 | ||
Reverse Merger Member | ||||
Accrued interest | $ 36,304 | |||
Reverse Merger [Member] | LJR Security Services, Inc [Member] | ||||
Description of merger agreement | Pursuant to the terms of the Merger Agreement dated August 9, 2018, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc., LJR stockholders 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-three 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 | |||
Convertible Note A [Member] | ||||
Accrued interest | $ 715 | |||
OUtstanding balance | $ 5,000 | |||
Interest rate | 8% | |||
Convertible Note B [Member] | ||||
Accrued interest | $ 4,538 | |||
OUtstanding balance | $ 50,000 | |||
Interest rate | 8% | |||
Convertible Note C [Member] | ||||
Accrued interest | $ 4,295 | |||
OUtstanding balance | 63,500 | |||
Derivative liability | $ 59,785 | 138,622 | ||
Interest rate | 5% | |||
Convertible Note D [Member] | ||||
Accrued interest | $ 1,530 | |||
OUtstanding balance | $ 20,000 | |||
Interest rate | 8% | |||
Note payable [Member] | ||||
Accrued interest | 60,493 | |||
OUtstanding balance | 99,500 | |||
Outstanding principal in default | $ 117,500 | |||
Settlement of notes payable | $ 92,500 | |||
Note payable (1) [Member] | ||||
Accrued interest | 17,400 | |||
Outstanding principal in default | $ 25,000 | |||
Maturity date | Sep. 30, 2015 | |||
Interest rate | 12% | |||
Note payable (2) [Member] | ||||
Accrued interest | $ 18,061 | |||
Outstanding principal in default | $ 74,500 | |||
Maturity date | Oct. 31, 2016 | |||
Interest rate | 12% | |||
Note payable (3) [Member] | ||||
Accrued interest | $ 843 | |||
Outstanding principal in default | $ 18,000 | |||
Maturity date | Jul. 31, 2019 | |||
Interest rate | 3% | |||
Convertible Note [Member] | ||||
Accrued interest | $ 11,078 | |||
Outstanding principal in default | $ 138,500 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
PREPAID EXPENSES (Details Narrative) | ||
Barter credit balances | $ 23,064 | $ 22,888 |
Prepaid expenses | $ 5,000 | $ 5,000 |
RELATED PARTY TRANSACTIONS AN_2
RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
RELATED PARTY TRANSACTIONS AND BALANCES | ||
Balance due under arrangements | $ 788,674 | $ 668,294 |
Accounts payable - related party | $ 28,219 | $ 6,817 |
BRIDGE LOAN FROM AFFILIATES (De
BRIDGE LOAN FROM AFFILIATES (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 21, 2020 |
BRIDGE LOAN FROM AFFILIATES (Details Narrative) | |||
Bridge Loan | $ 1,950,193 | $ 1,875,436 | $ 500,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jul. 02, 2020 | Sep. 17, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Common Stock, authorized | 475,000,000 | ||||
Common Stock, issued | 23,091 | 23,091 | |||
Common Stock, outstanding | 23,091 | 23,091 | |||
Common Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Preferred Stock, authorized | 50,000,000 | 25,000,000 | 50,000,000 | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||
Description of Amendment | On March 29, 2022, the Company filed an amendment to its Amended and Restated Articles of Incorporation, effective as of 12:01 am on April 1, 2022, whereby each 200 currently outstanding share of the Common Stock shall be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). In addition, the authorized shares of common stock were increased from 475,000,000 shares to 500,000,000 shares and the authorized shares of preferred stock were increased from 25,000,000 shares to 50,000,000 shares | ||||
Description of stock split | All outstanding shares disclosed for all periods presented have been retroactively adjusted to reflect the effects of the stock split. | ||||
Series A Preferred Stocks | |||||
Preferred stock, shares | 635,000 | 635,000 | |||
Preferred Stock, outstanding | 635,000 | 635,000 | |||
Preferred Stock characteristics | 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 ninety (90) days of notice by the Company to redeem | ||||
Series A Convertible Preferred Stocks [Member] | |||||
Preferred stock, shares | 635,000 | 635,000 | |||
Preferred Stock, outstanding | 635,000 | 635,000 | |||
Reedemable preferred stock, amount | $ 18,010 | $ 2,000 | |||
Reedemable preferred stock, shares | 100,000 | 7,500 | |||
Issuance of common stock | 500 | ||||
Series B Convertible Preferred Stock [Member] | |||||
Preferred stock, shares | 0 | 0 | |||
Preferred Stock, outstanding | 0 | 0 | |||
Series C Super-Voting Preferred Stock | |||||
Preferred stock, shares | 1 | 1 | |||
Preferred Stock, outstanding | 1 | 1 | |||
Series D Senior Convertible Preferred Stock | |||||
Preferred stock, shares | 1,000 | 1,000 | |||
Preferred Stock, outstanding | 1,000 | 1,000 | |||
Series C Preferred Stocks [Member] | |||||
Preferred Stock characteristics | The Company has 1 share of Preferred Stock designated as Series C Preferred Stock. 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 Stocks [Member] | |||||
Preferred Stock characteristics | The Company has 1,000 shares of Preferred Stock 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-three 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 |
WESTECH MERGER (Details Narrati
WESTECH MERGER (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |
Dec. 21, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | |
Exchange issued and outstanding of common stock | 34% | ||
Remaining issued and outstanding of common stock | 66% | ||
Description | increase the number of shares of authorized preferred stock so it has sufficient amount of preferred stock to undertake the transactions contemplated by the sale; and undertake a 1-for-187 reverse stock split of its shares of common stock. | ||
Bridge Loan | $ 500,000 | $ 1,950,193 | $ 1,875,436 |
Investment | 750,000 | ||
Series E Preferred Stock [Member] | |||
Prefered stock, amount | $ 1,250,000 | ||
Preferd stock,shares | 1,250,000 |