UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018
OR
☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER
333-193220
GULF WEST SECURITY NETWORK, INC.
     (Exact name of registrant as specified in its charter)
(Mark One)Nevada
 
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2017
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______

Commission File Number:000-54163

NuLife Sciences, Inc.46-3876675
(Exact nameState of registrant as specified in its Charter)

Nevada46-3876675

(State or other jurisdiction of

incorporation or organization)

incorporation)		 (I.R.S. EmployeeEmployer Identification No.)

2618 San Miguel, Suite 203

Newport Beach, CA

Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road
Lafayette, LA 70508-8517
(Address of principal executive offices) (Zip Code)
92660(Address of principal executive office)(Zip Code)

(949) 973-0684

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name, former address and former fiscal year, if changed since last report)

code:(337) 304-4043

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuerregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes     ☑☒       No     ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes     ☑☒       No     ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer☐Accelerated filer☐
Non-accelerated filer (Do not check if smaller reporting company)☐☑  Smaller reporting company☒
☑
Table of Contents

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes     ☐              No     ☐☑ No ☒

Indicate the number

As of November 19, 2018, there were 45,182,238 shares outstanding of each of the issuer’s classes ofour common stock, as of the latest practicable date: As of February 20, 2017, there were 40,504,391 shares of $0.001 par value common stock, issued and$0.001 per share, outstanding.

1

GULF WEST SECURITY NETWORK, INC.
FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018
INDEX
Table of Contents

PART I:I - FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements             3
              
Item 1:Financial Statements3
Item 2:2. Management’s Discussion and Analysis of Financial Condition and Results of OperationOperations 20
Item 3:Quantitative and Qualitative Disclosures about Market Risk24
Item 4:Controls and Procedures24 14
              
Item 3. Quantitative and Qualitative Disclosure About Market Risk  16
Item 4. Controls and Procedures  16
PART II:II – OTHER INFORMATION 16
Item 1.  Legal Proceedings             17
Item 1A.  Risk Factors  17
Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities  17
Item 3. Defaults Upon Senior Securities  17
Item 4. Mine Safety Disclosures  17
Item 5. Other Information           17
Item 6. Exhibits             17
SIGNATURES         
  
Item 1:Legal Proceedings25
Item 1A:Risk Factors25
Item 2:Unregistered Sales of Equity Securities and Use of Proceeds25
Item 3:Defaults Upon Senior Securities28
Item 4:Mine Safety Disclosures28
Item 5:Other Information28
Item 6:Exhibits29
SIGNATURES29

2EXHIBIT INDEX             
Table of Contents


PART I - FINANCIAL INFORMATION

ITEM

Item 1. FINANCIAL STATEMENTS

NuLife Sciences,Financial Statements

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

Condensed Consolidated Balance Sheets

  

December 31,

2017

(Unaudited)

 September 30, 2017
     
ASSETS        
         
CURRENT ASSETS:        
Cash $40  $44,123 
Prepaid expenses  —     5,000 
Advances receivable  —     1,090 
               Total Current Assets  40   50,213 
         
Security deposit  4,871   4,871 
         
TOTAL ASSETS $4,911  $55,084 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
CURRENT LIABILITIES:        
Accrued expenses $610,410  $633,689 
Due to related parties  135,730   84,500 
Accrued interest  35,821   36,508 
Notes payable  205,910   99,500 
Convertible note, current portion, net  92,380   58,432 
TOTAL CURRENT LIABILITIES  1,080,251   912,629 
         
Convertible notes, net  14,177   23,027 
Derivative liability  102,559   231,733 
TOTAL LONG TERM LIABILITIES  116,736   254,760 
         
TOTAL LIABILITIES  1,196,987   1,167,389 
         
STOCKHOLDERS’ DEFICIT:        
Preferred stock Series A, $0.001 par value; 15,000,000 shares authorized; 117,500 and 117,500 issued or outstanding, respectively  118   118 
Preferred stock Series B, $0.001 par value; 10,000,000 shares authorized; nil and 10,000,000 issued or outstanding, respectively  —     10,000 
Common stock, $0.001 par value; 475,000,000 shares authorized; 40,504,391 and 37,797,238 shares issued and outstanding, respectively  40,504   37,797 
Additional paid in capital  6,251,065   5,445,385 
Accumulated deficit  (7,483,763)  (6,605,605)
TOTAL STOCKHOLDERS’ DEFICIT  (1,192,076)  (1,112,305)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $4,911  $55,084 

(Unaudited)
 
 
September 30,
 
 
December 31,
 
Assets
 
2018
 
 
2017
 
Current Assets:
 
 
 
 
 
 
  Cash
 $41,663 
 $6,137 
  Accounts receivable
  2,748 
  - 
  Prepaid expenses
  122,105 
  30,289 
  Other current assets
  6,371 
  - 
Total Current Assets
  172,888 
  36,427 
Other Assets
    
    
  Fixed assets, net
  - 
  1,319 
  Goodwill
  612,771 
  - 
Total Assets
 $785,659 
 $37,746 
 
    
    
Liabilities and Stockholders’ Equity (Deficit)
    
    
Current Liabilities:
    
    
  Accounts payable and accrued liabilities
 $221,924 
 $25,307 
  Accrued interest
  49,261 
  - 
  Notes payable
  117,500 
  - 
  Convertible notes
  138,500 
  - 
  Bridge loan
  471,000 
  - 
  Derivative liability
  172,532 
  - 
Total Liabilities
  1,170,717 
  25,307 
 
    
    
Stockholders’ Equity (Deficit)
    
    
 Preferred stock Series A, $0.001 par value; 15,000,000 shares authorized; 742,500 and 117,500 issued or outstanding, respectively
  743 
  118 
 Preferred stock Series B, $0.001 par value; 10,000,000 shares authorized; nil and 10,000,000 issued or outstanding, respectively
  - 
  10,000 
 Preferred stock Series C, $0.001 par value; 1 share authorized; 1 and 0 issued or outstanding, respectively
  - 
  - 
 Preferred stock Series D, $0.001 par value; 1,000 shares authorized; 1,000 and 0 issued or outstanding, respectively
  1 
  - 
 Common stock, $0.001 par value; 475,000,000 shares authorized; 45,182,247 and 37,797,238 shares issued and outstanding, respectively
  45,182 
  37,797 
Additional paid in capital
  132,393 
  120,355 
Accumulated deficit
  (563,377)
  (155,830)
Total Stockholders’ Equity (Deficit)
  (385,058)
  12,440 
Total Liabilities and Stockholders’ Equity (Deficit)
 $785,659 
 $37,746 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3
Table of Contents

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)

  2017 2016
     
Revenue $—    $—   
Cost of sales  —     —   
Gross Profit  —     —   
Operating expense:        
General and administrative expenses  (768,775)  (98,856)
Related party compensation  (42,994)  (303,404)
Total operating expense  (811,769)  (402,260)
Loss from operations  (811,769)  (402,260)
Interest expense  (201,254)  (36,479)
Interest income  —     504 
Forgiveness of accounts payable  73,644   —   
Gain (loss) on change in fair value of derivative and derivative expense  61,221   (14,319)
Loss before provision for income tax  (878,158)  (452,554)
Provision for income taxes  —     —   
         
Net loss $(878,158) $(452,554)
Basic and diluted net loss per share $(0.02) $(0.01)
Weighted average common shares outstanding – basic and diluted  38,209,901   31,085,800 

 
 
Three months ended
 
 
Three months ended
 
 
Nine months ended
 
 
Nine months ended
 
 
 
September 30,
 
 
September 30,
 
 
September 30,
 
 
September 30,
 
 
 
2018
 
 
2017
 
 
2018
 
 
2017
 
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
Monitoring and related services
  3,940 
  3,088 
  13,108 
  6,612 
 
  3,940 
  3,088 
  13,108 
  6,612 
 
    
    
    
    
Cost of Product
  975 
  928 
  4,437 
  2,284 
 
    
    
    
    
Gross Profit
  2,965 
  2,160 
  8,671 
  4,328 
 
    
    
    
    
Operating Expenses
    
    
    
    
General and administrative
  203,205 
  10,915 
  396,610 
  43,898 
Sales and marketing
  - 
  - 
  19,608 
  - 
Total operating expenses
  203,205 
  10,915 
  416,218 
  43,898 
 
    
    
    
    
Operating loss
  (200,240)
  (8,755)
  (407,547)
  (39,570)
 
    
    
    
    
Loss before provision for income taxes
  (200,240)
  (8,755)
  (407,547)
  (39,570)
 
    
    
    
    
Provision for income taxes
  - 
  - 
  - 
  - 
 
    
    
    
    
Net Loss
 $(200,240)
 $(8,755)
 $(407,547)
 $(39,570)
 
    
    
    
    
Basic and diluted net loss per common share:
 $(0.00)
 $(0.00)
 $(0.01)
 $(0.00)
 
    
    
    
    
Weighted average shares outstanding
  45,182,247 
  32,347,556 
  42,212,304 
  32,347,556 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4
Table of Contents

NuLife Sciences,


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

Condensed Consolidated StatementStatements of Cash Flows

For the Three Months Ended December 31, 2017 and 2016

(Unaudited)

  2017 2016
     
CASH FLOW FROM OPERATING ACTIVITIES:        
Net loss $(878,158) $(452,554)
Adjustments to reconcile net loss to net cash used in operating activities:        
Interest expense - amortization of debt discount  170,765   27,495 
(Gain) loss on change in fair value of derivative and derivative expense  (61,221)  14,319 
Stock-based compensation expense  640,000   186,904 
Forgiveness of accounts payable  (73,644)  —   
Note receivable  —     (504)
Prepaid expenses  5,000   —   
Accounts payable and accrued expenses  50,365   35,656 
Due to related party  52,320   (2,867)
Accrued interest payable  2,080   8,983 
         
Net Cash Used in Operating Activities  (92,493)  (182,568)
         
CASH FLOW FROM FINANCING ACTIVITIES:        
Loan proceeds  106,410   685,000 
Proceeds from the issuance of convertible notes  20,000   —   
Payment of convertible notes  (78,000)  —   
Net Cash Provided by Financing Activities  48,410   685,000 
         
CHANGE IN CASH  (44,083)  502,432 
CASH AT BEGINNING OF PERIOD  44,123   1,086 
CASH AT END OF PERIOD $40  $503,518 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
         
Cash paid for:        
Interest $—    $—   
Income taxes $—    $—   
         
NON-CASH INVESTING AND FINANCING ACTIVITIES:        
         
Shares issued for convertible debt and interest $77,767  $—   
Derivative liability written off due to payment of debt $67,953  $—   
Initial value of beneficial conversion feature $12,667  $—   

 
 
Nine months ended
 
 
Nine months ended
 
 
 
September 30,
 
 
September 30,
 
 
 
2018
 
 
2017
 
Cash Flows from Operating Activities
 
 
 
 
 
 
Net loss
 $(407,547)
 $(39,570)
Adjustments to reconcile net loss to net cash used in operating activities:
    
    
Depreciation
  1,319 
  239 
Changes in operating assets and liabilities:
    
    
Accounts receivable
  (2,748)
  - 
Prepaid expenses
  (91,816)
  (2,530)
Other current assets
  (1,500)
  - 
Accounts payable and accrued liabilities
  56,769 
  4,759 
Net cash used in operating activities
  (445,523)
  (37,102)
 
    
    
Cash Flows from Financing Activities
    
    
Contributions, net
  10,049 
  35,688 
Proceeds from bridge loan
  471,000 
  - 
Net cash provided by financing activities
  481,049 
  35,688 
 
    
    
Net decrease in cash
  35,526 
  (1,414)
 
    
    
Cash, beginning of period
  6,137 
  1,414 
 
    
    
Cash, end of period
 $41,663 
 $- 
 
    
    
Cash paid for
    
    
Interest
 $- 
 $- 
Taxes
 $- 
 $- 
Non-cash investing and financing activities
    
    
Net assets acquired via stock issued
 $(612,771)
 $- 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5
Table of Contents

NULIFE SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017


Gulf West Security Network, Inc.
Notes to Condensed Consolidated Financial Statements
For the three and 2016

nine months ended September 30, 2018 and 2017

(Unaudited)

NOTE

Note 1 - ORGANIZATION

NuLife– Nature of the Business

Gulf West Security Network, Inc. (a Nevada Corporation), and its wholly-owned subsidiaries, formerly known as “NuLife Sciences, Inc.” (“we”, formerly SmooFi,“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. (the "Company"(a Louisiana Corporation) (“LJR”) was incorporated, 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 laws ofname Gulf West Security Network (or “Gulf West”), is further engaged in 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 purchasedevelopment and expansion of a business plan along with a website. 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 April 21, 2015,August 9, 2018, the Board of Directors of the Company through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) approved a three-for-one forward stock splitand 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 Company's common stock (the “Forward Split”). Accordingly, shareholders owning sharesconditions set forth in Article VI 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”).Merger Agreement. Pursuant to the terms of the Asset Purchase,Merger Agreement, and upon achieving certain pro-forma goals,in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc. (“LJR”), LJR received one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, 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 10,000,000convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of its Series B Convertible Preferred Stock. GandTex is owned and controlled by a single individual Managing Member who beneficially owns 70%common stock 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,addition, the Company terminatedLJR shareholder received one share of series C super-voting preferred stock of NuLife which granted the Asset Purchase and the GandTex Restructuring Agreements on October 24, 2017 in an unwindingholder 50.1% of the Asset Purchase by wayvotes of NuLife at all times.

The merger was accounted for as a Settlement an Release Agreement dated October 24, 2017, involvingreverse merger, whereby LJR was considered the full returnaccounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced with the historical financial statements of LJR prior to the reverse merger. The consolidated financial statements after completion of the 10,000,000 sharesreverse merger include the assets, liabilities, and results of operations of the Company’s Series B Convertible Preferred Stock in exchange for a full release of anycombined company from and all claims that Duplitrans or GandTex may have had againstafter 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 theclosing date of the settlement, October 24, 2017,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 had a fair marketof common stock, preferred stock and the par value of $640,000. Accordingly,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 recorded $640,000designated one (1) share of stock based compensation duringSeries C Preferred Stock (the “Series C Stock”) and on thousand (1,000) shares of Series D Preferred Stock (the “Series D Stock”). The classes of Series C Stock and Series D Stock were created in anticipation of the three months endedclosing of the Merger Agreement.
Change of Fiscal Year
On September 28, 2018, the the Company’s Board approved a change in fiscal year end from September 30thto December 31 2017. Referst. The decision to NOTE 4 – Asset Purchase Agreement.

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

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BasisSummary of Presentation

Significant Accounting Policies

Use of Estimates
The Company's financial statements are prepared using the accrual method of accounting. The Company elected a September 30 fiscal year-end. These financial statements present the 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, aspreparation of the Company’s fiscal quarter ended December 31, 2017.

6
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NuLife Technologies, Inc., NuLife Medical and NuLife Oncology were all inactive at December 31, 2017 and remain inactive as of the date of this report.

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) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited financial statements 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 indicative of the results to be expected for the full year ending September 30, 2018.

Cash Equivalents

For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. The Company does not have any cash equivalent as of December 31, 2017 and September 30, 2017.

Stock-based Compensation

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 measurement 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 the 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 Share


Principles of Consolidation
The basic loss per shareCompany’s condensed consolidated financial statements include all accounts ofGulf West Security Network, Inc., LJR, and NuLife Sciences, Inc. from September 28, 2018, the consummation of the Merger Agreement. All inter-company balances and transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018. The balance sheet at December 31, 2017 has been derived from the audited financial statements at such date.
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 September 30, 2018 and December 31, 2017, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.
Capitalization of Fixed Assets
The Company capitalizes expenditures related to property and equipment, subject to a minimum rule, that have a useful life greater than one year for: (1) assets purchased; (2) existing assets that are replaced, improved or the useful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred.
Goodwill
Goodwill is 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 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 dividingrecognized once installation is complete, and is reflected in installation and repair revenue in the Company's net loss available to common shareholderscondensed consolidated statements of operation. 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 operation.
Early termination of the contract by the diluted weighted average numbercustomer 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 shares outstanding duringoperations. Amounts collected from customers for sales and other taxes are reported net of the year. related amounts remitted.
Barter Transactions
The diluted weighted average numberCompany conducts certain barter sales through trade organizations for which it is a member, as are some of shares outstandingits 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 basic weighted numbercontracted for value of shares adjusted for any potentially dilutive debtthe 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 equity. Diluted loss per share are the same as basic earnings loss per share duenot recognized in its balance sheet, where it is practicable to the lack of dilutive items in the Company.

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estimate that value.
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Fair

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.
 
 
 
 
 
Fair Value Measurement at
 
 
 
Carrying Value
 
 
September 30, 2018
 
 
 
 
 
 
Level 1
 
 
Level 2
 
 
Level 3
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative liabilities, debt and equity instruments
 $172,532 
  — 
  — 
 $172,532 
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.

The Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are defined as follows:

•Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
•Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

  Fair Value Measurements 
Using Fair Value Hierarchy
  Level 1 Level 2 Level 3
 Convertible notes (net of discount) – December 31, 2017  $—    $—    $106,557 
 Convertible notes (net of discount) – September 30, 2017  $—    $—    $81,459 
 Derivative liability – December 31, 2017  $—    $—    $102,559 
 Derivative liability – September 30, 2017  $—    $—    $231,733 

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:

Balance at September 30, 2017 $81,459 
Issuance of notes  20,000 
Accretion of debt discount  91,617 
Debt discount on convertible notes due to beneficial conversion feature  (12,667)
Accretion of debt discount due to beneficial conversion feature  79,148 
Payment of convertible debt  (78,000)
Conversion of principal into shares of common stock  (75,000)
Balance December 31, 2017 $106,557 

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. Thereinput 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.

unobservable.

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

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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 have 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 debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.” Please refer to Note 8 below.

Income Taxes

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


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

No provision was made for Federal or State income taxes.

Advertising

Advertising will be expensed

Going Concern
The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the periodUnited States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in whichthe normal course of business. The Company has limited commercial experience and had a net loss of $407,547 for the nine months ended September 30, 2018, and an accumulated deficit of $563,377 and a working capital deficit of $997,829 at September 30, 2018. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it is incurred. Thereto continue as a going concern. The accompanying condensed consolidated financial statements for the nine months ended September 30, 2018, have been no advertising expenses forprepared assuming the reporting periods presented.

Intangible Assets

Intangible assets with finite lives are amortized over their estimated useful life.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 monitors conditions relatedwill require additional financing to these assets to determine whether events and circumstances warrant a revision to the remaining amortization period. The Company testsfund 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 isfuture 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 expensesincluding research and development costand commercialization of its products.

The ability of the Company to continue as incurred.

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

Recent Accounting Pronouncements

Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20, all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The adoption of ASU 2014-09 did not have a material impact on the Company’s financial position, results of operations or cash flows.
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 condensed consolidated financial statements. The Company is currently evaluating the expected impact of this newthat the standard could have on its condensed 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 flowsstatements 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.

related disclosures.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying2017-04,Simplifying the Definition of a Business Test for Goodwill Impairment(“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"2017-04”) issued Accounting Standards Update 2017-11 (“. ASU 2017-11”) which changes2017-04 simplifies the accounting for equity instruments that includegoodwill impairment by removing Step 2 of the goodwill impairment test, which requires a down round feature.  For public entities, this updatehypothetical 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, 2018,2019 and interim periods within those years.should be applied on a prospective basis. Early adoption is permitted.permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate the adoption of this amendmentASU 2017-04 will have ana material impact on theits consolidated financial statements and related disclosures as the Company does not have any related equity instruments.

The Company reviewed allstatements.

Other recent accounting pronouncements issued by the FASB, (includingincluding its Emerging Issues Task Force),Force, the AICPA,American Institute of Certified Public Accountants, and the SECSecurities and theyExchange Commission did not or are not believed by management to have a material impact on the Company'sCompany’s present or future condensed consolidated financial statements.

NOTE


Note 3 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming thatAssets and Liabilities Assumed through Reverse Merger

Pursuant to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc., LJR received one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, will continueconvertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder received one (1) share of series C super-voting preferred stock of the Company which granted the holder 50.1% of the votes of the Company at all times.
As a result of the Reverse Merger, the Company has acquired the following assets and liabilities which were recorded at fair value. The fair values of assets acquired and liabilities assumed are as follows:
Security deposit
$4,871
 Goodwill
$612,771
 Accrued expenses
$(139,849)
 Accrued interest
$(49,261)
 Notes payable
$(117,500)
 Convertible notes
$(138,500)
 Derivative liability
$(172,532)
Total identified net assets
$-
Note 4 – Prepaid Expenses
The Company has available to its credit through certain trade organizations as a going concern. Forresult 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 September 30, 2018 and December 31, 2017, the available barter credit balances were $23,109 and $30,289, respectively.
Note 5 – Goodwill
The Company hadacquired goodwill through the Reverse Merger described above. The carrying value of $612,771 will be reviewed annually for potential impairment.
Note 6 – Notes Payable
As a net lossresult of $878,158. As of December 31, 2017,the Reverse Merger the Company had a working capital deficitacquired notes payable with total outstanding principal of $1,080,211$117,500 and an accumulated deficitaccrued interest of $7,483,763. The Company does not have a source of revenue and does not anticipate having one in the near future. Without additional capital, the Company will not be able to remain in business within the next twelve months.

These factors raise a substantial doubt about the Company’s ability to continue$36,304, detailed 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.

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The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.

In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance 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 sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability 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 entered 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 $3 million or greater. Additionally, the Company was required to issue the consultant 200,000 shares of common stock on October 1, 2015. The agreement was terminated on October 16, 2016. During the three months ended December 31, 2017 and 2016, the Company recorded compensation expense in the amount of $-0- and $2,133 related to this agreement.

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●

On February 28, 2017, but effective January 5, 2017, the Company entered into an Advisory Agreement 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 general and administrative functions, and to make Mr. Luke available to serve 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.

On June 10, 2017, the Company entered into a Master Service Agreement with an investment consultant to provide services to the Company for a period of six months. The agreement calls for a budget 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 on August 14, 2017, the remaining $85,000 of the initial payment and $65,000 of the balance of the agreement, for a total 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

As of December 31, 2017, the Company had a

Demand note payable issued andwith outstanding to a third-party lender with a total principleprincipal of $25,000, and accrued interest of $15,912.$17,400. The note was due on June 30, 2015 hasand carries an interest rate of 12%. This note is currently in default and remains unpaid at December 31, 2017. The Company has 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.

As of December 31, 2017, the Company had threedefault.

●
Demand notes payable issued and outstandingto East West Secured Developments, LLC, with a former director with a total principlecombined outstanding principal of $74,500, and accrued interest of $14,366. The three$18,061. These 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 are due on the earlier of one week after the closing of a certain contemplated farm property acquisition or JulyOctober 31, 2016 and havecarry an interest rate of 10%12%.
●
Term note payablewith outstanding principal of$18,000,and accrued interest of $843. The former director for all three notesnote is East West Secured Developments, LLC,due on July 31, 2019 and carries 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 notes 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.

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.

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NOTE

Note 7 – CONVERTIBLE NOTES

Convertible notes consistNotes

As a result of the following:

  December 31, 2017 September 30,
2017
     
Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due December 2019. $5,000  $80,000 
Convertible note payable, annual interest rate of 12%, convertible into common stock at a variable rate per share and due June 2018  —     78,000 
Convertible note payable, annual interest rate of 8%, convertible into common stock at a variable rate per share and due November 2017  65,000   65,000 
Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and due August 2020  50,000   50,000 
Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and due September 2018  82,500   82,500 
Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.30 per share and due October 13, 2020  20,000   —   
Unamortized debt discount  (56,864)  (91,480)
Unamortized debt discount due to beneficial conversion feature  (59,079)  (-) 
   106,557   81,459 
Less current portion  92,380   58,432 
Convertible debt, net of current portion and debt discount $14,177  $23,027 

During the year ended September 30, 2017,Reverse Merger the Company entered into certain Note Purchase Agreements (collectively the “Purchase Agreements”) in connectionacquired convertible notes with the issuancetotal outstanding principal 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$138,500 and accrued interest into 5,720,066 shares of the Company’s common stock. During$11,078, detailed as follows:

September 30,
2018
(A)Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and is due December 2019
$5,000
(B)Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and is due August 2020
50,000
(C)Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and was due September 2018
63,500
(D)Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.30 per share and due October 13, 2020
20,000
 Convertible debt
$138,500
A.
Originally made in 2017, certain note holders converted their respectiveoutstanding principal of $5,000, and accrued interest into 707,153 shares of the Company’s common stock. As$715.
B.
Hayden note was made on August 23, 2017,outstanding principal of December 31, 2017, the note balances $50,000, and accrued interest are $5,000of $4,538.
C.
Current holder acquired the note in May 2018. Current outstanding principal of$63,500, 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,of $4,295.

D.
Escala note was made October 13, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuanceoutstanding principal 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 $20,000, 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.

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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

Note 8 – DERIVATIVE LIABILITY

During June 2017,Derivative Liability

As of September 30, 2018, the Company entered into a Loan Agreement with an investor pursuantderivative liabilities were valued at $172,532, related 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.

Duringdue 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.

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2018 (listed above).
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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:

 
September 12, 2017
June 26, 201730,
2018
(1) dividend yield of0%;0%;
(2) expected volatility of265%336%;250%,
(3) risk-free interest rate of1.27%2.18%;1.20% - 1.24%,
(4) expected life of10.33 year1 year
(5) fair value of the Company’s common stock of$0.540.08 per share.$0.67 per share.

During the three months ended December 31, 2017 and 2016,

Note 9 – Bridge Loan
As of September 30, 2018, the Company recordedreceived advances totaling $471,000 from certain unrelated third parties. The form of the gain (loss) in fair value of derivativeadvances has not yet been determined by the Company 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 relatedthird parties. Subsequent to above notes and shown as interest expenses, respectively.

The following table represents the Company’s derivative liability activity for the period ended:

Balance at September 30, 2017 $231,733 
Change in fair value of derivative at period end  (61,221)
Derivative liability written off due to payment of related debt  (67,953)
Balance at December 31, 2017 $102,559 

NOTE 9ended September 30, 2018 the Company has received an additional advances totaling $175,000 from the same parties.

 Note 10 – SHARE CAPITAL

Capital 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 December 31, 2017,September 30, 2018, the Company had 40,504,39145,182,247 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

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

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

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●
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 Corporation.Company. Each share of Series A Preferred Stock shall be convertible into such number of fully paid and non-assessable shares of Common Stockcommon stock as is determined by multiplying the number of issued and outstanding shares of the Corporation’s Common StockCompany’s common stock together with all other derivative securities, including securities convertible into or exchangeable for Common Stock,common stock, whether or not then convertible or exchangeable (b) subscriptions, rights, options and warrants to purchase shares of Common Stock,common stock, whether or not then exercisable, but entitled to vote on matters submitted to the Shareholders (collectively, “Derivative Securities”),shareholders, issued by the CorporationCompany and outstanding as of the Datedate of Conversion,conversion, by .000001, then multiplying that number of shares of Series A Stock to be converted.

●
In case of any consolidation, or merger of the Corporation,Company, or a change of control of the CorporationCompany’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 tothe 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 Stockcommon stock pursuant to this paragraph and thereafter receive the number of shares of Common Stockcommon stock or other securities or property, or cash, as the case may be, to which a holder of the number of shares of Common Stockcommon stock of the CorporationCompany 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 Sharesconversion 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 Stockpreferred stock and prior and in preference to any distribution of the assets or surplus funds of the CorporationCompany to the holders of any other shares of stock of the CorporationCompany by reason of their ownership of such stock, an amount equal to Five Dollarfive 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.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 Corporation’s CommonCompany’s common Stock together with all other derivative securities issued by the CorporationCompany and outstanding as of the Datedate of Conversion,conversion, whether or not then convertible or exchangeable, entitled to vote on matters submitted to the Shareholders,shareholders, by .000001, then multiplying that number of shares of Series A Stock to be converted.

the
●
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 Corporation,Company, at a redemption price the higher of (a) Five Dollarfive dollars ($5.00) per share, or (b) Fiftyfifty percent (50%) of the trailing average highest closing Bidbid price of the Corporation’s Common StockCompany’s common stock as published atquoted on www.OTCMarkets.com or the Corporation’sCompany’s primary listing exchange on the date of Noticenotice of redemption, unless otherwise modified by mutual written consent between the CorporationCompany and the Holdersholders of the Series A Stock (the "Conversion Price"). Redemption payments shall only be made in cash within sixty (60) days of notice by the CorporationCompany to redeem.

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

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Series BC Preferred Stock

In conjunction
●
1 share of the Company’s authorized Series C Preferred Stock is issued and outstanding. Although the Series C Preferred Stock carries no dividend, distribution, liquidation or conversion rights, each share of Series C Preferred Stock grants the holder 50.1% of the total votes of all classes of capital stock of the Company and are able to vote together with the unwindingcommon stockholders on all matters. Consequently, the holder of the Asset Acquisition with GandTex,Company’s Series C Preferred Stock is able to unilaterally control the Company cancelled all 10,000,000election of its board of directors and, ultimately, the direction of the Company.
Series D Preferred Stock
●
1,000 of the Company’s authorized 25,000,000 shares of itspreferred stock are designated as Series BD Preferred Stock. Although the Series D Preferred Stock (“Series B Stock”). Pursuant to the terms of the Series B Stock, thehave no voting rights, shares of Series BD Preferred Stock acquired byin the Corporation by reason of conversion or otherwise, can be reissued but only as an amended class, not asaggregate are convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. Additionally, the Series B Stock.D Preferred Stock has pari passu dividend, distribution and liquidation rights with the common stock.

Therefore,

Stock Options
As a result of the Reverse Merger the Company returnedhas outstanding the Series B Stock to its authorized but unissued Preferred Stock and no longer has a class of Series B Convertible Preferred Stock.

Stock Options

On November 15, 2016, the Board approved the grant of 1,500,000 commonfollowing stock purchase options to Fred Luke, the Company’s President, at an exercise price of not less than One Hundred Ten percent (110%)as of the ten (10) day lowest trailing average closing bid price of such shares on the date of execution of the Option Agreement which was Fourteen cents ($0.14) per share and subjectperiod ended September 30, 2018:

 
 
 
Shares
 
 
Weighted
Average
Exercise
Price
 
 
Weighted
Average
Remaining
Term
 
 
Aggregate
Intrinsic Value
 
Outstanding, September 30, 2018
  2,120,000 
 $0.17 
  1.45 
 $355,200 
Exercisable, September 30, 2018
  2,120,000 
 $0.17 
  1.45 
 $355,200 
Note 11 – Commitments & Contingencies
Office Lease
Subsequent to certain adjustments on November 15, 2016. The options vested immediately.

On JanuaryDecember 31, 2017 the Board approved the grant of 120,000 common stock purchase options Dr. Youxue Wang, the Director of Research for NuLife BioMed. The option vested immediately. The exercise price of the options was calculated at January 31, 2017 at One Hundred Ten percent (110%) of the 10-day trailing average closing Bid price of such shares, which was Seventy cents ($0.70) per share.

On May 15, 2017, the Board approved the grant of 1,500,000 common stock purchase options to John Hollister, the Company’s former CEO, at an exercise price of not less than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average closing bid price of such sharesCompany rented space on a certain date of agreementmonth-to-month basis in a Class 1 office in Lafayette, LA which was Fourteen cents ($0.12) per share and subject to certain adjustments on October 17, 2016.it currently occupies. The options vested based on certain goals and as such 500,000 common stock options were earned prior to Mr. Hollister’s employment ending withmonthly rent is $3,000. For the Company, the remaining 1,000,000 common stock options expired due to his resignation.

Stock option transactions for the threenine months ended December 31, 2017 are summarized as follows:

  Shares  

Weighted

Average

Exercise

Price

  

Weighted

Average

Remaining

Term

 

Aggregate

Intrinsic Value

Outstanding, September 30, 2017  3,120,000  $0.17   2.26$355,200  
Granted  -   -   -$-
Exercised  -   -      
Expired  (1,000,000)   0.12   2.08 $120,000 
Outstanding, December 31, 2017  2,120,000  $0.17   2.00$355,200
Exercisable, December 31, 2017  2,120,000  $0.17   2.00$355,200

The initial fair value of the options was $308,909 charged to operating expense during the year ended September 30, 2017. The fair value of the option was determined using the Black-Scholes Model with the following assumptions:

(1) dividend yield of0%;
(2) expected volatility of236%,313%,223%
(3) risk-free interest rate of1.28%,1.46%,.98%
(4) expected life of3 years,2018 and
(5) fair value of the Company’s common stock of$0.13, $0.60, $0.11 per share.

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Warrants

On June 10, 2016, the Board approved the grant of 250,000 common stock purchase warrants to a consultant at an exercise price of not less than One Hundred Ten percent (110%) of the ten (10) day lowest trailing average closing bid price of such shares on the date of execution of the warrant which was $0.66 per share. The warrants vested immediately.

Warrant transactions for the three ended December 31, 2017 are summarized as follows:

  Shares  

Weighted Average

Exercise

Price

  

Weighted Average Remaining

Term

 

Aggregate

Intrinsic Value

Outstanding, September 30, 2017  250,000  $0.66   2.70  
Granted  -   -   -  
Exercised  -   -      
Expired  -   -      
Outstanding, December 31, 2017  250,000  $ 0.66   2.44  
Exercisable, December 31, 2017  250,000  $0.66   2.44  

The initial fair value of the options was $144,800 charged to operating expense during the year ended September 30, 2017. The fair value of the option was determined using the Black-Scholes Model with the following assumptions:

(1) dividend yield of0%;
(2) expected volatility of249%
(3) risk-free interest rate of1.5%
(4) expected life of3 years, and
(5) fair value of the Company’s common stock of$0.60 per share.

The Company recorded $-0- and $186,904 of stock compensation expense in the statements of operations for the three months ended December 31, 2017 and 2016, respectively, related to non-vested share-based compensation arrangements granted under existing stock option plans.

As of December 31, 2017, there was $0 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under existing stock option plans.

NOTE 10 - CONTINGENCY

As of December 31, 2017, as described in Note 6, the Company has accrued $53,200 in accrued expenses, note payable of $74,500 and accrued interest of $14,366 due EWSD. At September 30, 2017, the Company owed EWSD the aggregated amount of $138,311, which is past dueincurred $20,500 and has been$0 in default since October 31, 2016. On top of the amount accrued byrent expense, respectively.

Litigation
From time to time the Company Mr. Loiselle had demanded formay become a penalty feeparty to litigation in the normal course of $101,235, which is approximately 18% monthly default ratebusiness. Management believes that there are no current legal matters that would have a material effect on the amount past due. We believe the penalty fee imposed is invalid and are currently in dispute with Mr. Loiselle. See NOTE 6. above.

NOTE 11 – FORGIVENESS OF ACCOUNTS PAYABLE

On November 15, 2017, a service vendor with a balance dueCompany’s financial position or results of $73,644 agreed to cancel the debt owed by The Company. Accordingly, the Company recorded $73,644 of forgiveness of debt during the three months ended December 31, 2017.

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NOTE 12 - LEASE AGREEMENT

During May 2017, the executed a 5-year lease for a laboratory at NOVA Southeastern University at which the Company will be utilizing the NuLife Technique to process organs, as well as conducting bench research to better characterize and assess the impact of the technique. The lease calls for monthly payments of $2,582, which includes the initial base rent of $1,925 along with applicable taxes and shared operating expenses. The lease required a security deposit in the amount of $4,871 and requires a 4% increase in base rent annually. Rent expense for three months ended December 31, 2017 and 2016 was $8,225 and $-0-, respectively.

Future minimum lease payments are as follows for the years ending:

 September 30, 2018 (remaining months) $17,633 
 September 30, 2019  24,344 
 September 30, 2020  25,318 
 September 30, 2021  26,331 
 September 30, 2022  18,016 
      
   $111,642 

NOTE 13 - SUBSEQUENT EVENTS

On January

Note 12 – Subsequent Events
Subsequent to the period ended September 30, 2018 the Master Service Agreement as described in note 5 entered into on June 10, 2017 was terminated and the Company received a refund of $38,000an additional advances totaling $175,000 under the bridge note discussed in cash.

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Note 9.

Effective February 20, 2018 the Company entered into two Debt Conversions Agreements, one with Kingdom Building Inc. (“Kingdom”) and MZHCI LLC (“MZ”) pursuant to which Kingdom and MZ agreed to exchange an aggregate of approximately $445,296 of combined Notes Payable and Accounts Payable into 694,041 and 1,086,176 shares, respectively, of the Company’s Series A Convertible Preferred Stock.

ITEM

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

TheManagement’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements
This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words “believe,” “anticipate,” “expect,” “will,” “estimate,” “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved. Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in this Form 10-Q is intended to update the information contained“Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended September 30,December 31, 2017, and presumes that readers have accessin our subsequent filings with the SEC, and include, among others, the following: marijuana is illegal under federal law, competition, our business is dependent on laws pertaining to andthe marijuana industry, government regulation, our business model depends on the availability of private funding, we will have read, the "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statementssubject to general real estate risks and the notesavailability, if debt payments to note holder are not made we could lose our investment in our real estate properties, terms and deployment of capital. The terms GWSN,” “we,” “us,” “our,” and the “Company” refer to Gulf West Security Network, Inc.
Business Overview
Gulf West Security Network, Inc. and its wholly owned subsidiaries, are principally engaged in the sale, installation, servicing, and monitoring of electronic home and business security and automation systems in the United States. 
LJR and its wholly-owned subsidiary Gulf West Security Network, Inc., a Louisiana corporation (“Gulf West”) are active in the engineering, design, installation, remote monitoring and after-market servicing of electronic intrusion alert and fire detection systems for homes and businesses (the “alarm industry”). Both LJR and Gulf West are based in Lafayette, Louisiana and are owned by Louis J. (“Lou”) Resweber, a long-time veteran of the alarm industry, who has also previously served as a corporate officer, board member and executive consultant to a number of NYSE and NASDAQ-listed public companies over the past 35 years.
Merger
On August 9, 2018, the Board of Directors of the Company through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) approved and executed an agreement of merger and plan of reorganization (the “Merger Agreement”), to become effective at such time as the articles of merger have been filed with the Secretary of State of Louisiana (the “Effective Time”), and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement. Pursuant to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc. (“LJR”), LJR will receive one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder will receive one share of series C super-voting preferred stock of NuLife which grants the holder 50.1% of the votes of NuLife at all times.
Our corporate office is located at Gulf West Security Network, Inc., Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road, Lafayette, Louisiana, 70508, (337) 304-4043.
Critical Accounting Policies and Estimates
Use of Estimates
The preparation of the financial statements included elsewhere in this Form 10-Q.

Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company's control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report. We strongly encourage investors to carefully read the factors described elsewhere in this report in the section entitled "Risk Factors" for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

As a result of the Company not receiving the working capital promised by certain third parties, development of the two business segments described below has been slow, and generated no revenues since its inception on October 15, 2013. In August 2017, changing our name and pursuing the various biomedical opportunities which had been presented to us, one of which, the patents and other rights owned by GandTex seemed very attractive and we elected to acquire the patents purportedly owned by GandTex and develop what is now termed the “NuLife Process” or NuLife Technique”. As a result of operating difficulties relating primarily to the hurricanes and related severe weather in southern Florida, the home of our Animal Trials, and the discovery that certain critical information related to the actual surgical process has been withheld by the inventor of the NuLife Process, we suspended the organ transplantation activities in October 2017. In connection with the return of the Exclusive License to Duplitrans and the return of and the patent rights acquired from GandTex pursuant to individual Settlement and Release Agreements with Duplitrans and GandTex (the “Settlement Agreements).

While the organ transplantation activities were suspended we began investigating other applications of the NuLife Process, in particular the Wound Care Technique.To date, the Company’s participation in the proposed Wound Care activities are still in the investigation stage, without significant expenditures by the Company due to our efforts to maintain adequate funding for our corporate operations. Further, 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

Online marketplace and community

The Company's initially-defined business strategy is to acquire and/or develop and market software and services that will significantly enhance the performance and functionality of the Internet services used by individuals and by small to medium sized businesses. However, .it appears that the Website will not be competitive in the “service” sector of the Internet space without certain modifications, , but could have other applications which we may consider pursuing depending upon the results of the current Animal Trials, our investigation of the Wound Care Process and the potential opportunities in the oncology data management space. Since the acquisition of the organ transplant technology, we narrowed the focus of our platform to the healthcare industry and have, for now, suspended the modification of the Website.

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However, with theSettlement Agreements and unwinding of the Asset Acquisition, and the shift in our structure and direction in the healthcare industry to attempt to become involved with NuGenesis in the development of the Wound Care Technique, as funding becomes available we intend to either (a) pursue the joint venture envisioned by the MOU with NuGenesis in the development of the Wound Care Technique, or (b) refocus on our Website and (i) modifying our online marketplace and community to focus on healthcare professionals and those in need of individual at-home and post-operative care, together with Hospitals and physicians who need part time or additional personnel due for expansion, or (ii) simply updating the Website as www.anytimeJobs.com.

Critical Accounting Policies

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

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

Recent Accounting Pronouncements
See Note 2 of the accompanying notes.financial statements for a discussion of recently issued accounting standards.
Results of Operations
Three Months Ended September 30, 2018 and 2017
Revenues
We had revenue of $3,940 for the three months ended September 30, 2018, as compared to $3,088 for the three months ended September 30, 2017, an increase of $852 or 28%. The SEC has defined a company's critical accounting policies as the ones that are most importantincrease in revenue was due to the portrayalacquisition of new customers.
Cost of Product
Cost of goods sold for the three months ended September 30, 2018 was $975, as compared to $928 for the three months ended September 30, 2017. The cost of goods sold was a result of direct costs associated with the delivery of the company's financial conditionsecurity service.
General and resultsAdministrative
Our general and administrative expenses for the three months ended September 30, 2018 were $203,205, an increase of operations,$192,291, or 1,762%, compared to $10,915 for the three months ended September 30, 2017. General and which requireadministrative expenses increased mainly due to legal and accounting costs associated with the company to make its most difficult and subjective judgments, often asreverse merger.
Net Loss
As a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Accounting Policies" to the Financial Statements contained in this Quarterly Report certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Going Concern

Our auditor has issued a "going concern" qualification as part of its opinion in the Audit Reportforegoing, for the fiscal yearthree months ended September 30, 2018, we recorded a net loss of $200,240 compared to a net loss of $8,755 for the three months ended September 30, 2017.

Nine Months Ended September 30, 2018 and 2017
We had revenue of $13,108 for the nine months ended September 30, 2018, as compared to $6,612 for the nine months ended September 30, 2017 an increase of $6,495 or 98%. The increase in revenue was due to the acquisition of new customers.
Cost of Product
Cost of goods sold for the nine months ended September 30, 2018 was $4,437, as compared to $2,284 for the nine months ended September 30, 2017. The cost of goods sold was a result of direct costs associated with the delivery of the security service.
General and ourAdministrative
Our general and administrative expenses for the nine months ended September 30, 2018 were $396,610, an increase of $352,712, or 803%, compared to $43,898 for the nine months ended September 30, 2017. General and administrative expenses increased mainly due to legal and accounting costs associated with the reverse merger. 
Net Loss
As a result of the foregoing, for the nine months ended September 30, 2018, we recorded a net loss of $407,547 compared to a net loss of $39,570 for the nine months ended September 30, 2017.
Liquidity and Capital Resources
 The Company’s consolidated financial statements asare prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a net loss of $407,547 for the year thennine months ended include a "going concern" footnote (See Footnote 3 – Going Concern) disclosing that our abilitySeptember 30, 2018, and an accumulated deficit of $563,377 at September 30, 2018. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern is contingent on us to be able to raise working capital to generate revenue by completing and launching our online marketplace and community portal and implementing the new business strategy of developing the NuLife Process.

Results of Operation

Three Months Ended December 31, 2017 and 2016

Revenue.

Revenue was $0concern. The accompanying consolidated financial statements for the threenine months ended December 31, 2017September 30, 2018, have been prepared assuming the Company will continue as a going concern. The Company’s cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and 2016.

Costdevelopment and commercialization of Sales.

Cost of sales was $0 forits products.


Operating Activities
During the threenine months ended December 31, 2017 and 2016.

Operating Expenses.

Operating expenses were $811,769 and $402,260 for the three months ended December 31, 2017 and 2016, respectively. Operating expenses consistSeptember 30, 2018, we used $445,523 of general and administrative expenses and related party compensation. During the three months ended December 31, 2017 and 2016 general and administrative expenses were $768,775 and $98,856, respectively. During the three months ended December 31, 2017 and 2016, the Company recorded $640,000 and $-0- of stock-based compensation to non-related parties. During the three months ended December 31, 2017 and 2016 related party compensation was $42,994 and $303,404, respectively. Related party compensation included $186,904 of stock-based compensation during the three months ended December 31, 2016.

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Interest Expense.

Interest expense was $201,254 and $36,479 for the three months ended December 31, 2017 and 2016, respectively, which related to interest accrued on borrowings, which were greater at December 31, 2017cash in operating activities primarily as a result of newly issued debt. Includedour net loss of $407,547, depreciation expenses of $1,319, and net changes in interest expense for the three months ended December 31, 2017operating assets and 2016, was also $91,617 and $14,392, respectively,liabilities of non-cash interest expense related to the amortization of the debt discount and beneficial conversion feature.

Interest Income.

Interest income was $-0- and $504 for the three months ended December 31, 2017 and 2016, respectively, which related to interest due on notes receivable and interest earned in bank accounts, which were greater in the three months ended December 31, 2017.

Forgiveness of Accounts Payable.

$(36,548).

During the threenine months ended December 31, 2017, a vendor cancelled the amount the Company owed. Accordingly, the Company recorded a forgiveness of debt in the amount of $73,644.

Gain(Loss) on derivative.

The Company recorded a net gain on derivative in the amount of $61,221 in the three months ended December 31, 2017 compared to a loss on derivative of $14,319 during the three months ended December 31, 2016.

Liquidity and Capital Resources

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the three months ended December 31, 2017 and 2016:

  2017 2016
Operating Activities $(92,493) $(182,568)
Investing Activities  -     - 
Financing Activities  48,410   685,000 
Net Effect on Cash $(44,083)  $502,432 

Since acquiring the business plan and Website, during our fiscal year ended September 30, 2016, most2017, we used $37,102 of cash in operating activities primarily as a result of our resourcesnet loss of $39,570, depreciation expenses of $239, and work was devoted tonet changes in operating assets and liabilities of $2,229.

Financing Activities
During the development ofnine months ended September 30, 2018, financing activities provided $471,000 in proceeds from the Website segment of our business. However, this has been suspended forbridge loan, and $10,049 in net contributions.
During the time being due to certain modifications needed to eliminate the risk of cyber-attacks. When those procedures are completed, which we believe will occur over severalnine months following the receipt of adequateended September 30, 2017, financing we may resume work on our Website as well further internal development of software for which we have developed our initial framework of and completed some coding. We believe that the work needed to initiate and complete the software development for our online marketplace and community portal, attract developers, and initiate our marketing plans, including the development of a saleable product suite, may beactivities provided $35,688 in excess of $100,000 if outside contractors and experts are used. If we are able to secure funding to outsource these procedures, of which there are no assurances, we will then commence the launch of our intended services and software products to the public. If we are able to use internal resources only (primarily consisting of the services of our president and chief financial officer), the process will take much longer and our initial launch may be limited to a much smaller target market. If we are unable to raise any funds from third party sources, the development costs would have to be funded by current shareholders, management or by third-parties through the issuance of Convertible or Demand Promissory Notes. While we have previously engaged the services of an established software development firm which we used on an as "needed basis", their involvement is limited by our ability to raise financing. Our goal would be to have software products available, services available, multiple sales channels and a comprehensive corporate website up and running within one year after receipt of adequate financing, but there is no way of estimating what the likelihood of achieving that goal would be.

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If a market for our shares ever develops, of which there can be no assurances, we may continue to use restricted shares of our common stock or stock options to compensate employees/consultants and independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the development of our business plan and its stages as outlined above.

As a public company, we will incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will range up to $50,000 per year over the next few years and may be significantly higher if our business volume and transactional activity increases, and we would not be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for an opinion on our system on internal controls by our independent audit firm unless and until we exceed $75 million in market capitalization. These obligations may reduce our ability and resources to expand our business plan and activities. We hope to be able to use our status as a public company to increase our ability to use noncash means of settling outstanding obligations (i.e. issuance of restricted shares of our common stock) and compensate independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of these efforts. We will also reduce compensation levels paid to management (if we attract or retain outside personnel to perform this function) if there is insufficient cash generated from operations to satisfy these costs.

We are presently seeking equity and debt financing for both segments of our business. However, these actions, if successful, could result in dilution of the ownership interests of existing shareholders and further dilute common stock book value, and such dilution may be material. The Company may offer shares of its common stock to settle a portion of the professional fees incurred in connection with its registration statement. No negotiations have taken place with any professional and no assurances can be made as to the likelihood that any professional will accept shares in settlement of obligations due them.

As of December 31, 2017, we owed $610,410 in accounts payable, accrued expenses and to related parties, a substantial portion of which are past due. The only agreements, written or oral, with any vendors or other providers for payment of services or expenses are with respect to (i) contracted investor relation services, and (ii) compensation to the Company's President, our Chief Executive Officer and our Chief Financial Officer, one of whom is a director. There are no other significant liabilities at December 31, 2017.

As of December 31, 2017,

 Off-Balance Sheet Transactions
At September 30, 2018, the Company had one note payable issued and outstanding to a third-party lender with a total principle of $25,000 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.

As of December 31, 2017, the Company had three notes payable issued and outstanding with 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 are due on the earlier of one week after the closing of a certain contemplated farm property acquisitiondid not have any transactions, obligations or July 31, 2016, and have an interest rate of 10%. 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 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 notes have been reclassified to non-related party debt. See NOTE 6 above.

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

As of December 31, 2017, the Company had five convertible notes payable issued and outstanding with a total principle of $222,500 and accrued interest of $5,437. The notes are due December 31, 2017 through October 13, 2020 and have interest rates of 5% to 12%. The notes remain unpaid as of December 31, 2017.

Off-Balance Sheet Arrangements

We have not entered into anyrelationships that could be considered off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

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Contractual Obligations

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

Item 3. Quantitative and Qualitative Disclosures aboutDisclosure About Market Risks

Not applicable because we areRisk

As a smaller reporting company.

company, we are not required to provide the information required by this Item 3.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s President (the “President”) and principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as

As of the end of the period covered by this report. Based upon that evaluation,Form 10-Q, management performed, with the Company’s Presidentparticipation of our principal executive officer and principal financial officer, concluded thatan evaluation of the Company’seffectiveness of our disclosure controls and procedures were not effectiveas defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that the Company fileswe file or submitssubmit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’sour management, including the Company’s Presidentour principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2018, our disclosure as a result of continuingcontrols and procedures were not effective.
Due to resource constraints, material weaknesses (such asare evident to management regarding our inability to generate all the absencenecessary disclosure for inclusion in our filings with the Securities and Exchanges Commission, which is due to the lack of resources and segregation of duties. We lack sufficient personnel with the appropriate level of knowledge, experience and training in GAAP to meet the demands for a public company, including the accounting skills and understanding necessary to fulfill the requirements of GAAP-based reporting. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews. In addition, the Company has not established an audit committee, does not have any independent outside directors on the Company’s Board of Directors, and absencelacks documentation of qualified independent directors) in its internal control over financial reporting.

processes.

Changes in Internal Controls OverControl over Financial Reporting

There have beenwere no changes in the Company'sCompany’s internal control over financial reporting during the latest fiscalthird quarter of 2018 that have materially affected, or are reasonably likely to materially affect, the Company'sCompany’s internal control over financial reporting.

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PART II -– OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company owes on promissory notes that have an aggregate principal amount of $74,500 andProceedings

We are simple promissory notes with 10% annual interest to EWSD. The notes are in default, but there is not a default interest provided in the notes. Therefore, the notes continue to accrue interest at 10% per annum until paid or collected. Mr. Loiselle is demanding 18% per month interest for the past four months to the present. The Company has disputed this interest that is not detailed on the notes. Furthermore, Mr. Loiselle is claiming unpaid compensation of $10,000 per month for services without an agreement with the Company. These charges are also being disputed by the Company. These disputes represent a material risk, and may be litigated in the future other than the aforementioned, the Company currently has no other litigation pending, threatened or contemplated, or unsatisfied judgments.

From time to time, we are also a party to certainany pending legal proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with contractors and suppliers. While the outcome of these legal proceedings cannot at this time be predicted with certainty,that we do not expect that these proceedingsbelieve will have a material adverse effect uponon our business or financial condition or resultscondition. We may, however, be subject to various claims and legal actions arising in the ordinary course of operations.

business from time to time.

Item 1A.  Risk Factors

Not applicable because we are arequired for smaller reporting company.

companies.

Item 2. UnregisteredRecent Sales of Equity Securities andUnregistered Securities; Use of Proceeds

In October 2013, following the Company's incorporation on October 15, 2013, the Company issued 7,250,00 shares of our common, now 21,750,000 shares following the 3:1 forward stock split, stock to its founder, Derek Cahill, as consideration for the purchase of a business plan along with a website. The acquisition of the business plan and website was valued at $72,500.

On October 29, 2013, the Company completed a private placement whereby it issued 5,400,000 shares of common stock to accredited investors at $0.003 per share for total gross proceeds of $18,000.

On April 16, 2014, the Company completed a public offering whereby it issued 1,735,800 shares of common stock at $0.042 per share for total gross proceeds of $72,325. The Company's Registration Statement on Form S-1 was declared effective March 6, 2014.

On August 7, 2015, the Company granted 100,000 shares of restricted common stock to its chief operating officer. On the date of the grant, the shares were valued at $.61 per share which was the unadjusted closing share price on that date for a fair value of $61,000. The shares vest over a six-month period, with the vested shares recorded on the accompanying balance sheet under equity - shares to be issued. The subject 100,000 shares of common stock will be issued in a subsequent period.

The Company amended and restated that certain outstanding promissory note of the Company, dated July 3, 2015, and in the principal amount of $50,025 (the "Default Note"). The replacement convertible promissory note (the “Exchange Note”) matures on December 31, 2017 (the “Maturity Date”), and bears interest at the rate of 8% per annum, and the principal and interest due thereunder may be prepaid at any time. The Exchange Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11, which amount represents the average trailing average high closing Ask price of the Company’s common stock as of the date of issuance of the Exchange Note.

On September 2, 2016, the Company entered into those certain Note Purchase Agreements (collectively, the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes (collectively, the “Purchase Notes”) in the aggregate principal amount of $50,000. All of the Purchase Notes mature thirty-six months from the date of issuance (the “Maturity Date”), and bear interest at the rate of 10% per annum. Each of the Purchase Notes may be prepaid until the Maturity Date at 110% of the principal and interest amount outstanding. The Purchase Notes, together with all interest as accrued, are each convertible into shares of the Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Purchase Agreements and the Purchase Notes contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.

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Also, on September 2, 2016, the Company amended and restated the Default Note. The Exchange Note matures on December 31, 2017, and bears interest at the rate of 8% per annum, and the principal and interest due thereunder may be prepaid at any time. The Exchange Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11, which amount represents the average trailing average high closing Ask price of the Company’s common stock as of the date of issuance of the Exchange Note.

The Purchase Notes may be accelerated by the holders thereof in the event of default. In addition, the amounts due and payable under the Purchase Notes (and, consequently, the number of shares of common stock convertible thereunto) may be increased to 150% of the principal and interest amounts of the Purchase Notes. The Purchase Notes are a direct financial obligation of the Company and are considered a current liability of the Company for accounting purposes.

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above private placement issuances. We believed that Section 4(2) was available because:

• None of these issuances involved underwriters, underwriting discounts or commissions

• We placed restrictive legends on all certificates issued

• No sales were made by general solicitation or advertising

• Sales were made only to accredited investors

In connection with the above transactions, we provided the following to all investors:

• Access to all our books and records

• Access to all material contracts and documents relating to our operation

• The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Pursuant to the terms of the Asset Purchase Agreement with GandTex, on December 30, 2016 the Board approved the issuance of 10,000,000 shares of the Company’s Series B Convertible Preferred Stock to GandTex. The shares were released to GandTex concurrent with the closing on January 29, 2017.

On January 20 , 2017, the Company entered into a Debt Conversion Agreement (the “Conversion Agreement”) in respect of $13,750 of the accruing monthly fees due to MZHCI, LLC(“MZ”) by the Company pursuant to the Investor Relations Consulting Agreement between MZ and the Company dated April 1, 2015 (the “Debt”) together with a release by MZ in favor of the Company for any claims for reimbursement of any and all due diligence expenses, investigative costs or any other type of fees or costs incurred by MZ related to the recent purchase by the Company of the GandTex Assets. Pursuant to the terms of the Conversion Agreement, the Company issued to MZ an aggregate of 55,000 shares of restricted Series A Convertible Preferred Stock.

On February 28, 2017 the Company entered into an Advisory Agreement with Global Business Strategies Inc.(“Global“), a Company owned by the Company’s President Fred G. Luke (“the “Global Agreement”), pursuant to which the Company retained Global to provide management advice and corporate development strategies, and to make Mr. Luke available to serve as the Company’s President, for an aggregate of $8,500 per month and, subject to the condition that Global effected filing of the Company’s its Quarterly Report for the period ending December 31, 2016 on Form 10-Q on a timely basis, Global received an aggregate of 55,000 shares of restricted Series A Convertible Preferred Stock.

On June 26, 2017, the Company entered into a Securities Purchase Agreement (“June SPA”) in connection with the issuance of a convertible promissory note (“June Note”) in the aggregate principal amount of $78,000. The June Note matures on June 30, 2018 (the “Maturity Date”), and bears interest at the rate of 12% per annum. After 180 days, the June Note may not be prepaid. Any amount of principal or interest on the June Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date. The June Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to

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the lowest trading price in the 10-day period ending on the latest complete Trading Day prior to the Conversion Date. The June SPA and the June Note contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.

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 $1,424, 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.

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

On December 29, 2017, the Company issued 2,000,000 to Duplitrans and 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. All of the Company’s 10,000,000 Series B Convertible Preferred Stock, previously issued to GandTex, were cancelled during the quarter ended December 31, 2017.

As of December 31, 2017, the Company had five convertible notes payable issued and outstanding with a total principle of $222,500 and accrued interest of $5,437. The notes are due December 31, 2017 through October 13, 2020 and have interest rates of 5% to 12%. The notes remain unpaid as of December 31, 2017.

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None.
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Item 3. Defaults Upon Senior Securities.

None

Securities
Not applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

applicable.

Item 5. Other Information.

None.

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Information
Table of Contents
None.

Item 6. Exhibits.

Exhibits
Exhibit No.No, Description of Exhibit
3.1
31.1 *
 Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer
3.2
32 .1 *
 Section 1350 Certification of Chief Executive Officer
31.1Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS101.INS** XBRL Instance Document
101.SCH101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LAB101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF** XBRL Taxonomy Definition Linkbase Document
* Filed herewith
** Furnished herewith (not filed).


SIGNATURES

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

 NuLife Sciences,Gulf West Security Network, Inc.
  
Date: February 23,November 19, 2018By: /s/  Fred LukeLouis J. Resweber
  Fred LukeLouis J. Resweber
  PresidentChief Executive Officer
  (Duly AuthorizedPrincipal Executive Officer and Principal ExecutiveFinancial and Accounting Officer)
   

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18