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

NuLife Sciences,Gulf West Security Network, Inc. (fka “SmooFi, Inc.”)

Condensed Consolidated Statements of Operations

For the Three Months Ended December 31, 2017 and 2016

(Unaudited)

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

NuLife Sciences,Gulf West Security Network, Inc. (fka “SmooFi, Inc.”)

Condensed Consolidated StatementStatements of Cash FlowsStockholders Deficit

For the Three Months Ended December 31, 2017 and 2016

(Unaudited)

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

NULIFE SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSGulf West Security Network, Inc.

DECEMBER 31, 2017 and 2016Condensed Consolidated Statements of Cash Flows

(Unaudited)

NOTE 1 - ORGANIZATION

NuLife Sciences Inc., formerly SmooFi, Inc. (the "Company") was incorporated under the laws of the State of Nevada on October 15, 2013. The Company issued 7,250,000 shares of its common stock to our founder, Derek Cahill, as consideration for the purchase of a business plan along with a website. On April 21, 2015, the Board of Directors of the Company approved a three-for-one forward stock split of the Company's common stock (the “Forward Split”). Accordingly, shareholders owning shares of the Company's common stock received two additional shares of the Company for each share they owned, and Mr. Cahill’s 7,250,000 shares became 21,750,000 shares. Prior to the Forward Split the Company had 10,128,600 shares issued and outstanding and following the Forward Split the Company has 40,504,391 shares issued and outstanding. 

During our fiscal year ended September 30, 2017, the Company formed three subsidiaries in the state of Nevada: NuLife BioMed, Inc. (“NuLife BioMed”), NuLife Technologies, Inc. (”NuLife Technologies”) and NuLife Medical Inc., (“NuLife Medical”), and one in the state of Wyoming: , NuLife Oncology LLC, a Wyoming Limited Liability Company (“NuLife Oncology”), the Managing Member of which is NuLife Technologies NuLife BioMed was the only active subsidiary during the first fiscal quarter ended December 31, 2017.

On January 29, 2017, the Company announced the completion of an Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex LLC, a Texas Limited Liability Company (“GandTex”). GandTex is a biomedical company focused on advancing human organ transplant technology and medical research. The assets being transferred pursuant to the Asset Purchase consisted of certain proprietary patents for eliminating the need for an organ or tissue match, and the necessity for anti-rejection drugs, as well as management of, and historical data for, animal trials (“Animal Trials”) conducted by GandTex(collectively, the “GandTex Assets”). Pursuant to the terms of the Asset Purchase, and upon achieving certain pro-forma goals, the Company agreed to provide additional funding for the Trials in the aggregate amount of $300,000. In exchange for the GandTex Assets, the Company issued to GandTex 10,000,000 shares of its Series B Convertible Preferred Stock. GandTex is owned and controlled by a single individual Managing Member who beneficially owns 70% of GandTex The Asset Purchase was amended by an Addendum to the Asset Purchase Agreement effective July 11, 2017, and subsequently restructured so as to perfect ownership of the GandTex Assets by way of the GandTex Restructuring Agreements effective July 27, 2017 between GandTex and Duplitrans Inc. (“Duplitrans”), and as to certain of the agreements, the Company. In late October 2017, the Company terminated the Asset Purchase and the GandTex Restructuring Agreements on October 24, 2017 in an unwinding of the Asset Purchase by way of a Settlement an Release Agreement dated October 24, 2017, involving the full return of the 10,000,000 shares of the Company’s Series B Convertible Preferred Stock in exchange for a full release of any and all claims that Duplitrans or GandTex may have had against the Company, and the transfer of the patents contained within the GandTex Assets to GandTex, and the Exclusive License to Duplitrans, and we entered into a Memorandum of Understanding with NuGenesis, a new entity being formed by certain shareholders of Duplitrans, with the intent to continue the development of the Wound Care technique in concert with NuGenesis. On December 29, 2017, the Company issued 2,000,000 common shares which 1,960,000 common shares were issued to Duplitrans and 40,000 common shares were issued to the legal counsel of Duplitrans in regards to the agreement with GandTex. On the date of the settlement, October 24, 2017, the shares had a fair market value of $640,000. Accordingly, the Company recorded $640,000 of stock based compensation during the three months ended December 31, 2017. Refer to NOTE 4 – Asset Purchase Agreement.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company's financial statementsaccompanying notes are prepared using the accrual methodan integral part of accounting. The Company elected a September 30 fiscal year-end. These financial statements present thethese unaudited condensed consolidated financial statements of NuLife Sciences, Inc. and its two wholly owned subsidiaries, NuLife Biomed, NuLife Technologies, an NuLife Medical, along with NuLife Oncology, of which NuLife Technologies is the Managing Member, as of the Company’s fiscal quarter ended December 31, 2017.statements.   

NuLife Technologies,

Gulf West Security Network, Inc., NuLife Medical

Notes to Condensed Consolidated Financial Statements

For the three months ended March 31, 2019 and NuLife Oncology were all inactive at December 31, 2017 and remain inactive as2018

(Unaudited)

Note 1 – Nature of the date of this report.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 unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments)Company’s retail division, which are,includes its wholly-owned subsidiary LJR Security Services, Inc. (a Louisiana Corporation) (“LJR”), is actively engaged in the opinionhands-on design, engineering, sales, installation, after-market servicing, inspection and remote electronic monitoring of management, necessary to fairly present the operating results for the respective periods. Certain informationhome (residential) burglar, fire and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally acceptedmedical alarm systems as well as fully-integrated business (commercial) security and automation systems in the United StatesStates.

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 Americaa 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 omitted pursuantfiled 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 such rulesthe terms of the Merger Agreement, and regulations. These condensedin 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 should be read in conjunction withafter completion of the audited financial statementsreverse merger include the assets, liabilities, and notes for the year ended September 30, 2017 included in our Annual Report on Form 10-K. The results of the three-month period ended December 31, 2017 are not necessarily indicativeoperations of the results to be expected forcombined company from and after the full year ending September 30, 2018.closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

Cash EquivalentsRestatement of Articles of Incorporation

For purposesOn 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 balance sheetstock will remain unchanged. The Company also amended and statementrestated its bylaws to reflect the name change.

On September 20, 2018, the Board of cash flows,Directors of the Company considers all highly liquid instruments with maturitydesignated one (1) share of three months or less atSeries 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 timeclosing of issuance to be cash equivalents. The Company does not have any cash equivalent as of December 31, 2017 and September 30, 2017.the Merger Agreement.

Stock-based CompensationChange 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.

Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurementpreparation of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized Nonemployee share-based payments are measured at fair value, based on either the fair value of the equity instrument issued or on the fair value of the services received. We determine the fair value of common stock grants based on the price of the common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete). We determine the fair value of preferred stock grants based on the price of the preferred stock as potentially converted into common stock and based on the underlying common stock on the measurement date (which is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, if there are sufficient disincentives to ensure performance, or the date at which the counterparty's performance is complete).

Use of Estimates and Assumptions

Preparation of thecondensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certainthe reported amounts of assets and disclosures. Accordingly, actualliabilities, 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. The Company has adopted the provisions of ASC 260.

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 yearperiod in which such adjustments are determined.

Loss per SharePrinciples 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 basic loss per shareaccompanying 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 March 31, 2019 and December 31, 2018, 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 calculated by dividingnot 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 Company's net loss availablecarrying values of such assets.

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 financial statements. The Company generates revenue primarily through contractual monthly recurring fees received for monitoring and related services provided to common shareholderscustomers. In transactions involving security systems that are sold outright to the customer, or where equipment is already owned by the weighted average numbercustomer, the Company’s performance obligations include monitoring, related services, and the sale and installation, or refurbish and repair, of common shares during the year. The diluted loss per sharesecurity systems. Revenue associated with the sale and installation of security systems is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstandingrecognized once installation is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share are the same as basic earnings loss per share due to the lack of dilutive itemscomplete, and is reflected in installation and repair revenue in the Company.

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.

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 estimates discussed hereinis 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 based upon certaineither 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, and pertinent information available to managementsuch as of December 31, 2017 and September 30, 2017. The respective carryingvaluations derived from valuation techniques in which one or more significant inputs or significant value of certain on-balance-sheet financial instruments, approximatedrivers are unobservable.

Financial assets are considered Level 3 when their fair values. These financial instruments includevalues are determined using pricing models, discounted cash accounts receivable, accounts payable, accrued expensesflow methodologies or similar techniques and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair valuesat least one significant model assumption or they are receivable or payable on demand.input is unobservable.

The Company usesChanges in Level 3 assets measured at fair value measurements underfor the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are definedmonths ended March 31, 2019 were as follows:

The following table provides a summary of the changes in fair value of the Company’s Convertible Promissory Notes, which are both Level 3 liabilities as of December 31, 2017:

The Company determined the value of its convertible notes using a market interest rate and the value of the derivative liability issued at the time of the transaction less the accretion. There is no active market for the debt and the value was based on the delayed payment terms in addition to other facts and circumstances at the end of December 31, 2017 and September 30, 2017.

The Company determined the value of warrants issued to a consultant using the Black-Scholes Model. There is no active market for the warrants and the value was based on the warrant terms in addition to other facts and circumstances at the end of the Company’s first quarter ended December 31, 2017 and its fiscal year ended September 30, 2017.

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.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected 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.

We haveThe 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 debenturesnotes 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 “Other income (expense) - gain“Income (loss) on change in derivative liabilities.from discontinued operations.” Please refer to Note 83 below.

Income TaxesGoing Concern

Income taxesThe Company’s consolidated financial statements are providedprepared using accounting principles generally accepted in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recordedthe 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 $221,167 for all temporary differences betweenthe three months ended March 31, 2019, and an accumulated deficit of $1,735,547 and a working capital deficit of $1,553,075 at March 31, 2019. 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 and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results fromstatements for the net changethree months ended March 31, 2019, 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 yearnext twelve months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of deferred tax assets and liabilities.its products.

Deferred tax assets are reduced byThe ability of the Company to continue as a valuation allowance when,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 opinion of management, itCompany is more likely than not thatable to obtain the necessary additional financing on a timely basis, the Company will be forced to delay or scale down some portion or all of its development activities or perhaps even cease the deferred tax assets will not be realized. Deferred tax assetsoperation 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 liabilities are adjusted forattain profitable operations. There is substantial doubt about the effectsability of changes in tax laws and rates onthe Company to continue as a going concern within one year after the date of enactment.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.

No provision was made for Federal or State income taxes.

Advertising

Advertising will be expensed in the period in which it is incurred. There have been no advertising expenses for the reporting periods presented.

Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful life. The Company monitors conditions related to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company tests its intangible assets with finite lives for potential impairment whenever management concludes events or changes in circumstances indicate that the carrying amount may not be recoverable. The original estimate of an asset's useful life and the impact of an event or circumstance on either an asset's useful life or carrying value involve significant judgment.

Research and Development

Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service (hereinafter “product”) or a new process or technique (hereinafter “process”) or in bringing about a significant improvement to an existing product or process. Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, construction of prototypes, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. Per ASC 730, the Company expenses research and development cost as incurred.

Recently IssuedRecent Accounting PronouncementsPronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840).Leases. ASU 2016-02 requires lesseesa lessee to recognizerecord a right of use asset and a corresponding lease liability on the balance sheet for all leases on their balance sheets, and leaves accounting for the lessor largely unchanged. The amendments in thiswith terms longer than 12 months. ASU are2016-02 is effective for fiscal yearsall interim and annual reporting periods beginning after December 15, 2018 and interim periods within those fiscal years.2018. Early applicationadoption is permitted for all entities. ASU 2016-02 requires apermitted. A modified retrospective transition approach is required for alllessees for capital and operating leases existing at, or entered into after, the datebeginning of initial application, with an option to elect to use certain transition relief.the earliest period presented in the consolidated financial statements. The Company is currently evaluatingevaluated the impact that the application of thisthe new standard has on its consolidated financial statements.

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this new standard.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for the Company in the first fiscal quarter of 2018 on a prospective basis, and early adoption is permitted. The Company does not expect the standard to have a material impact on our consolidated financial statements.

In July 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2017-11 (“ASU 2017-11”) which changes the accounting for equity instruments that include a down round feature.  For public entities, this update is effective for fiscal years beginning after December 15, 2018, and interim periods within those years.  Early adoption is permitted.  The Company does not anticipate the adoption of this amendment will have an impact on the consolidated financial statements and related disclosures as the Company does not have any related equity instruments.

and determined there has been no impact. The Company reviewed all recent accounting pronouncements issued byadopted the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC and they did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended December 31, 2017, the Company had a net lossprovisions of $878,158. As of December 31, 2017, the Company had a working capital deficit of $1,080,211 and an accumulated deficit of $7,483,763. The Company does not have a source of revenue and does not anticipate having onethis standard in the near future. Without additional capital, the Company will not be able to remain in business within the next twelve months.first quarter of fiscal 2019.

These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

Management has plans to address the Company’s financial situation as follows:

In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will advance capital to the Company or that the new business operations will be profitable. The Company’s future plans is fully dependent upon the funding of NuGenesis sufficient to carry forward the research on the Wound Care Process, and upon the ability of Duplitrans to also obtain sufficient funding to continue with the development of the NuLife Process at the Company’s existing facilities.

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 possibilityCompany does not anticipate the adoption of failure in obtaining additional fundingASU 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 potential inabilitySecurities and Exchange Commission did not or are not believed by management to achieve profitability raise doubts abouthave a material impact on the Company’s ability to continue as a going concern.present or future consolidated financial statements.

In the long term, management believes that the Company’s projectsNote 3 –Acquired Assets and initiatives will be successfulAssumed Liabilities of Discontinued Operations

Assets Acquired and will provide cash flowLiabilities Assumed through Reverse Merger

Pursuant to the Company, which will be used to financeterms of the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sourcesMerger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of debt or equity funding to meet current commitments and fund the continuationLJR Security Services, Inc., LJR received one thousand (1,000) shares of its business operations, and the abilityseries D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, to achieve adequate profitability and cash flows from operations to sustain its operations. Substantial doubt has not been alleviated from management’s plan at this time.

NOTE 4 – ASSET PURCHASE AGREEMENT

Following the Closing of the Asset Purchase, in March 2017, we learned that Mr. James Gandy did not have proper authority to transfer the Exclusive License rights from Duplitrans to GandTex, after which we proposed a restructuring of the transaction, which was approved by the Duplitrans shareholders, so that we ended up with exclusive use and ownership of the intellectual property that was in dispute, but at the same time the Duplitrans shareholders were compensated for the license termination by way of an amendment to the conversion terms of the Series B Preferred Stock and a Royalty Agreement in favor of Duplitrans (the “GandTex Restructuring”).

Following our initial stage of the resumption of the Animal Trials conducted earlier in Ecuador by Duplitrans and GandTex, and the GandTex Restructuring, we learned that certain critical information concerning the organ transplantation process, thought to be contained in the GandTex Assets, was not contained in any of the Patents or License comprising the GandTex Assets, and was withheld by the inventor, Mr. Gandy during his review of our Protocol for the transplantation procedures (the “Omitted Transplantation Information”). In October 2017, as described in our Form 8-K filed October 21, 2017 following the discovery of the Omitted Transplantation Information, we enteredconvertible into a settlement agreements with Duplitrans and GandTex pursuant to which we reversed the Asset Acquisition and the GandTex Restructuring Agreements in their entirety, and GandTex and Duplitrans agreed to the full return of the 10,000,000 shares of our Series B Preferred Stock, the cancellation of the Royalty Agreement with Duplitrans/GandTex, and a full release by GandTex and Duplitrans from any and all claims that they may have believed they had against us (the “Release”). In consideration for the termination of the Asset Purchase Agreement and the GandTex Restructuring Agreements, the Release and the return of our Series B Preferred Stock, we issued 2,000,000 shares of our common Stock to Duplitrans and to Duplitrans legal counsel.

In conjunction with Mr. Gandy’s final disclosure of the Omitted Transplantation Information, but prior to the Release and unwinding of the Asset Purchase, we entered into a Memorandum of Understanding (the “MOU”) with NuGenesis, an entity in formation organized by certain of the Duplitrans shareholders (“NuGenesis”), which we believed could enable us to continue to pursue the Animal Studies and a secondary application of the NuLife Process – known as the “Wound Care Technique”.

To date, the proposed Wound Care activities (the “Wound Care Technique”) are still in the investigation stage, without significant expenditures by the Company due to our efforts to maintain adequate funding for our corporate operations. The commercial relationship between the NuGenesis and Duplitrans has not yet been established in an adequate definitive joint venture agreement, but only through the MOU during this exploratory stage of the business. Neither the Company or NuGenesis currently have the necessary funding to resume the development of the Wound Care Technique, and the reduction of the MOU to a definitive agreement is contingent upon either the Company or NuGenesis obtaining the funding necessary to carry the proposed development through to completion

NOTE 5 - CONSULTING AGREEMENTS

On April 1, 2015, the Company entered into a twelve-month consulting agreement with an investor relations firm. Per the agreement, the Company will pay the consultant a monthly fee of $8,500 on the first day of each month with the payment deferred until the Company closes financing in the amount of $3fifty million or greater. Additionally, the Company was required to issue the consultant 200,000two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock on October 1, 2015.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 agreementfair values of assets acquired and liabilities assumed are as follows:

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 terminated on October 16, 2016. During the three months endedimpaired as of December 31, 2017 and 2016,2018.

Notes Payable

As a result of the Reverse Merger the Company recorded compensation expense in the amountassumed notes payable with total outstanding principal of $-0-$117,500 and $2,133 related to this agreement.accrued interest of $36,304, detailed as follows:

On February 28, 2017, but effective January 5, 2017,

As of March 31, 2019, notes payable had total outstanding principal of $117,500 and accrued interest of $43,720. These liabilities have been incorporated into liabilities from discontinued operations.

Convertible Notes

As a result of the Reverse Merger the Company entered into an Advisory Agreementassumed convertible notes with Global Business Strategies Inc. (“Global “), a company controlled Mr. Luke (the “Global Agreement”). Pursuant to the Global Agreement the Company retained Global to provide management advice, corporate development strategies, toassist in the generaltotal outstanding principal of $138,500 and administrative functions, and to make Mr. Luke available to serveaccrued interest of $11,078, detailed as a Director or a member of the Company’s management (the “Services” as defined in the Global Agreement).  In consideration for the Services the Company agreed to pay Global $8,500 per month, which included any and all fees for Mr. Luke continuing to serve as the Company’s President and fees to others working for Global, and allowed for reimbursement of expenses up to $500 per month without prior written approval. The Company also agreed to pay Global an additional $1,500 per month if Mr. Luke was appointed to serve as a Director also incorporated you of the Company, and agreed to issue to Global55,000 shares of its Series A Convertible Preferred Stock. Mr. Luke has not been appointed a Director of the Company as of the date of this report. During the three months ended December 31, 2017 and 2016, the Company recorded compensation expense in the amount of $25,500 and $-0- related to this agreement.follows:

On June 10,A. Originally made in 2017, the Company entered into a Master Service Agreement with an investment consultant to provide services to the Company for a periodoutstanding principal of six months. The agreement calls for a budget$5,000, and accrued interest of $215,000 with an initial payment of $150,000. Additionally, the agreement called for the issuance of 250,000 cashless warrants exercisable for three years at a price of 110% of the closing price on June 10, 2017. The Company paid $65,000 of the initial payment$715.

B. Hayden note was made on August 14,23, 2017, outstanding principal of $50,000, and accrued interest of $4,538.

C. Current holder acquired the remaining $85,000note in May 2018. Current outstanding principal of the initial payment$63,500, and $65,000accrued interest of the balance$4,295.

D. Escala note was made October 13, 2017, outstanding principal of the agreement, for a total$20,000, and accrued interest of $150,000 is included in accounts payable as of December 31, 2017 and September 30, 2017. See Note 13– Subsequent Events.

NOTE 6 – NOTES PAYABLE$1,530.

As of DecemberMarch 31, 2017, the Company2019, convertible notes had a note payable issued andtotal outstanding to a third-party lender with a total principleprincipal of $25,000$138,500 and accrued interest of $15,912. The note was due on June 30, 2015, has an interest rate of 12%. This note is in default and remains unpaid at December 31, 2017. The Company has$16,450. These liabilities have been able in the past to arrange equity or debt financing sufficient to pay off its notes, not in dispute, but there cannot be any assurance that the Company will be able to continue to attract such financing in the future.incorporated into liabilities from discontinued operations.

Derivative Liability

As of DecemberMarch 31, 2017,2019, the Company had three notes payable issued and outstanding withderivative liabilities were valued at $55,461, related to a former director with a total principle of $74,500 and accrued interest of $14,366. The three notes, in the amount of $47,000, $15,000 and $12,500, were issued on January 14, 2016. February 10, 2016 and February 29, 2016, respectively. The three notes areconvertible note due on the earlier of one week after the closing of a certain contemplated farm property acquisition or July 31, 2016, and have an interest rate of 10%September 2018 (listed above). The former director for all three notes is East West Secured Developments, LLC, an Arizona Limited Liability Company (“EWSD”) of which Mr. Brian Loiselle, the EWSD Managing Member, was also a former director of the Company. On June 30, 2016, the Company entered into Amendment #1 (the “EWSD Amendment”) to these three notes to extend the due date to one week after the closing of a certain contemplated farm property acquisition or October 31, 2016. The three notesThese liabilities have been reclassified to non-related party debt. Since the closing of the contemplated farm property never occurred, the Company has taken the position, pursuant to the language of the EWSD Amendments, that there is not legal date for repayment, and it intends to leave the subject notes on its Financial Statements until a mutual settlement agreement can be reached between Mr. Loiselle and the Company.incorporated into liabilities from discontinued operations.

On December 28, 2017, the Company entered into a note payable in the aggregate principal amount of $106,410. The Note matures on March 31, 2018, and bears interest at the rate of 12% per annum. As of December 31, 2017, the note balance and accrued interest is $106,410 and $105, respectively. This note remains unpaid at December 31, 2017.

NOTE 7 – CONVERTIBLE NOTES

Convertible notes consist of the following:

During the year ended September 30, 2017, the Company entered into certain Note Purchase Agreements (collectively the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes, in the aggregate principal amount of $685,000. The Purchase Notes are due in 36 months. The Purchase Notes bear interest at the rate of 8% compounded monthly. The Purchase Notes, together with all interest as accrued, are each convertible into shares of the Company’s common stock at a conversion price of Eleven cents ($0.11) per share. Due to the beneficial conversion feature of these notes, the Company recorded $635,545 of debt discount as a contra liability and amortized $576,838 of the discount during the year ended September 30, 2017. During July 2017, certain note holders converted their respective principal and accrued interest into 5,720,066 shares of the Company’s common stock. During October 2017, certain note holders converted their respective principal and accrued interest into 707,153 shares of the Company’s common stock. As of December 31, 2017, the note balances and accrued interest are $5,000 and $419, respectively.

On June 26, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Power Up Note”) in the aggregate principal amount of $78,000. The Power Up Note matures on June 30, 2018 (the “Maturity Date”), and bears interest at the rate of 12% per annum. After 180 days, the Note may not be prepaid. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date. This note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 10-day period ending on the latest complete Trading Day prior to the Conversion Date. Due to the beneficial conversion feature of this note, the Company recorded $78,000 of debt discount as a contra liability and amortized $57,707 of the discount during the three months ended December 31, 2017. During the quarter ended December 2017, this note along with accrued interest and a prepayment were paid in full.

On August 14, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Kingdom Note”) in the aggregate principal amount of $65,000. The Note matures on November 14, 2017 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $65,000 of debt discount as a contra liability and amortized $31,056 of the discount during the three months ended December 31, 2017. As of December 31, 2017, the note balance and accrued interest is $65,000 and $1,995, respectively. This note is in default and remains unpaid at December 31, 2017, however, the Company and the Payee entered into a Debt Conversion Agreement in February, 2018 pursuant to which the Payee received shares of the Company’s Series A Convertible Preferred Stock in exchange for the full release of any and all obligations related to the Kingdom Note. Refer to NOTE 13. SUBSEQUENT EVENTS.

On August 23, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Hayden Note”) in the aggregate principal amount of $50,000. The Note matures on August 23, 2020 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $50,000 of debt discount as a contra liability and amortized $4,197 of the discount during the three months ended December 31, 2017. As of December 31, 2017, the note balance and accrued interest is $50,000 and $1,434, respectively. This note remains unpaid at December 31, 2017.

On September 12, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “First Fire Note”) in the aggregate principal amount of $82,500. The Note matures on September 12, 2018 (the “Maturity Date”), and bears interest at the rate of 5% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 21-day period ending on the latest complete Trading Day prior to the Conversion Date. As of December 31, 2017, the note balance and accrued interest is $82,500 and $1,243. This note remains unpaid at December 31, 2017.

On October 13, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Escala Note”) in the aggregate principal amount of $20,000. The Note matures on October 13, 2020 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.30 per share. Due to the beneficial conversion feature of this note, the Company recorded $12,667 of debt discount as a contra liability and amortized $913 of the discount during the three months ended December 31, 2017. As of December 31, 2017, the note balance and accrued interest is $20,000 and $346, respectively. This note remains unpaid at December 31, 2017.

NOTE 8 – DERIVATIVE LIABILITY

During June 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $78,000. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 12% per annum and matures on June 30, 2018. The note was paid in full during the three months ended December 31, 2017.

During September 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $82,500. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 5% per annum and matures on September 12, 2018.

Due to the variable conversion price associated with these convertible promissory notes, the Company has determined that the conversion feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date.

The initial fair value of the embedded debt derivative of $238,785 was allocated as a debt discount in the amount of $147,500 and excess $91,285 was charged to interest expenses, loss on derivative. The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions:

DuringNote 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 three months endedsame 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 March 31, 2019 and December 31, 20172018, the available barter credit balances were $23,222 and 2016, the Company recorded the gain (loss) in fair value of derivative and derivative expense in the amount of $61,221 and $(14,319), respectively. 

For the three months ended December 31, 2017, $79,148 and $-0-, were expensed in the statement of operation as amortization of debt discount related to above notes and shown as interest expenses,$22,760, respectively.

Note 5 – Bridge Loan

As of March 31, 2019, the Company received advances totaling $746,000 from certain unrelated third parties. The following table representsformal structure and terms of the Company’s derivative liability activity foradvances have not yet been determined by the Company and the third parties. Subsequent to the period ended:ended March 31, 2019 the Company has received an additional advances totaling $62,080 from the same parties.

NOTE 9

Note 6 – SHARE CAPITALCapital Stock

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

As of DecemberMarch 31, 2017,2019, the Company had 40,504,3914,518,250 shares of its common stock issued and outstanding, with 117,500742,500 shares of its Series A Convertible Preferred Stock issued and outstanding, and -0-0 shares of its Series B Convertible Preferred Stock issued and outstanding..

On December 29, 2017, the Companyoutstanding, 1 share of its Series C Super-Voting Preferred Stock issued 2,000,000 to Duplitrans and the legal counseloutstanding, and 1,000 shares of Duplitrans in regards to the agreement with GandTex. On the date of the settlement, October 24, 2017, the shares had a fair market value of $640,000. Accordingly, the Company recorded $640,000 of stock based compensation during the three months ended December 31, 2017. All of the Company’s 10,000,000its Series BD Senior Convertible Preferred Stock previously issued to GandTex, were cancelled during the quarter ended December 31, 2017.and outstanding.

Description of Preferred Stock:

Series A Preferred Stock

Company.