SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
FORM 10-Q
(Mark One) |
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☒ | (Mark One) ☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2018 |
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☐ | 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. |
(Exact name of registrant as specified in its Charter) |
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018OR
☐ 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)
| Nevada | | 46-3876675 |
(State or other jurisdiction of incorporation or organization)
incorporation) | | (I.R.S. EmployeeEmployer Identification No.) |
| | |
2618 San Miguel, Suite 203
Newport Beach, CA
| | 92660 |
(Address of principal executive office) | | (Zip Code) |
(949) 973-0684Park Tower Building, 4th Floor, Suite 4200-A, 400 East Kaliste Saloom Road
Lafayette, LA 70508-8517
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code)code:(337) 304-4043
Not Applicable
(Former Name, former address and former fiscal year, if changed since last report)
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 | ☒☑ |
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 X☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: As of August 20,November 19, 2018, there were 45,182,24745,182,238 shares of $0.001our common stock, par value common stock, issued and$0.001 per share, outstanding.
GULF WEST SECURITY NETWORK, INC.
FORM 10-Q
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018
INDEX
PART I:I - FINANCIAL INFORMATION | PAGE |
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| Item 1. Financial Statements | 3 |
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Item 1: Financial Statements | 3 |
Item 2:2. Management’s Discussion and Analysis of Financial Condition and Results of OperationOperations | 21 14 |
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Item 3:3. Quantitative and Qualitative Disclosures aboutDisclosure About Market Risk | 27 16 |
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Item 4:4. Controls and Procedures | 27 16 |
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PART II:II – OTHER INFORMATION | 16 |
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| Item 1. Legal Proceedings | 17 |
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| Item 1A. Risk Factors | 17 |
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| Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities | 17 |
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| Item 3. Defaults Upon Senior Securities | 17 |
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| Item 4. Mine Safety Disclosures | 17 |
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| Item 5. Other Information | 17 |
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| Item 6. Exhibits | 17 |
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| SIGNATURES | |
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Item 1: Legal Proceedings | 29 |
Item 1A: Risk Factors | 29
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Item 2: Unregistered Sales of Equity Securities and Use of Proceeds | 29
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Item 3: Defaults Upon Senior Securities | 32
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Item 4: Mine Safety Disclosures | 32
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Item 5: Other Information | 32
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Item 6: Exhibits | 33
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| EXHIBIT INDEX | |
SIGNATURES | 34
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PART I - FINANCIAL INFORMATION
ITEMItem 1. FINANCIAL STATEMENTSFinancial Statements
NuLife Sciences,Gulf West Security Network, Inc. (fka “SmooFi, Inc.”)
Condensed Consolidated Balance Sheets
(Unaudited)
| | | |
| | | |
| ASSETS | | |
| | | |
| CURRENT ASSETS: | | |
| Cash | $- | $44,123 |
| Prepaid expenses | - | 5,000 |
| Advances receivable | - | 1,090 |
| Total Current Assets | - | 50,213 |
| | | |
| Security deposit | 4,871 | 4,871 |
| | | |
| TOTAL ASSETS | $4,871 | $55,084 |
| | | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | | |
| | | |
| CURRENT LIABILITIES: | | |
| Accrued expenses | $135,670 | $633,689 |
| Due to related parties | - | 84,500 |
| Accrued interest | 44,044 | 36,508 |
| Notes payable | 117,500 | 99,500 |
| Convertible note, current portion, net | 48,818 | 58,432 |
| TOTAL CURRENT LIABILITIES | 346,032 | 912,629 |
| | | |
| Convertible notes, net | 27,097 | 23,027 |
| Derivative liability | 46,368 | 231,733 |
| TOTAL LONG TERM LIABILITIES | 73,465 | 254,760 |
| | | |
| TOTAL LIABILITIES | 419,497 | 1,167,389 |
| | | |
| STOCKHOLDERS’ 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 |
| 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 | 10,028,995 | 5,445,385 |
| Accumulated deficit | (10,489,546) | (6,605,605) |
| TOTAL STOCKHOLDERS’ DEFICIT | (414,626) | (1,112,305) |
| | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $4,871 | $55,084 |
| | | |
| Assets | | |
| 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.
Gulf West Security Network, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
| | | | | |
| | | | | |
| | | | | |
| 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.
NuLife Sciences,Gulf West Security Network, Inc. (fka “SmooFi, Inc.”)
Condensed Consolidated Statements of OperationsCash Flows
For the Three and Nine Months Ended June 30, 2018 and 2017
(Unaudited)
| | | |
| | | |
| | | |
| 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) | $- |
| | Three Months Ended June 30, | Nine Months Ended June 30, |
| | | | | |
| | | | | |
| Revenue | $— | $— | $- | $- |
| Cost of sales | — | — | - | - |
| Gross Profit | — | — | - | - |
| Operating expense: | | | | |
| General and administrative expenses | (25,966) | (88,308) | (848,071) | (3,064,128) |
| Related party compensation | (101,800) | (111,656) | (235,292) | (368,899) |
| Total operating expense | (127,766) | (199,964) | (1,083,363) | (3,433,027) |
| Income (loss) from operations | (127,766) | (199,964) | (1,083,363) | (3,433,027) |
| Interest expense | (41,313) | (84,989) | (278,670) | (204,583) |
| Interest income | - | 2 | - | 667 |
| Forgiveness of accounts payable | - | - | 261,644 | - |
| Loss on settlement of debt | (2,845,816) | - | (2,900,964) | - |
| Gain on change in fair value of derivative and derivative expense | 19,073 | (42,903) | 117,412 | (39,579) |
| Income (loss) before provision for income tax | (2,995,822) | (327,854) | (3,883,941) | (3,676,522) |
| Provision for income taxes | — | — | | |
| | | | | |
| Net Loss | $(2,995,822) | $(327,854) | $(3,883,941) | $(3,676,522) |
| Basic and diluted Loss per share | $(0.07) | $(0.01) | $(0.10) | $(0.12) |
| Weighted average common shares outstanding – basic and diluted | 40,866,746 | 31,085,800 | 40,275,311 | 31,085,800 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NuLife Sciences,Gulf West Security Network, Inc. (fka “SmooFi, Inc.”)
Notes to Condensed Consolidated Statement of Cash FlowsFinancial Statements
For the Nine Months Ended Junethree and nine months ended September 30, 2018 and 2017
(Unaudited)
| | | |
| | | |
| CASH FLOW FROM OPERATING ACTIVITIES: | | |
| Net loss | $(3,883,941) | $(3,676,522) |
| Adjustments to reconcile net loss to net cash used in operating activities: | | |
| Interest expense – amortization of debt discount | 224,123 | 81,173 |
| (Gain) loss on change in fair value of derivative and derivative expense | (96,881) | 114,579 |
| Derivative liability written off due to conversion of debt | (20,531) | |
| Stock-based compensation expense | 640,000 | 2,700,654 |
| Forgiveness of accounts payable | (261,644) | - |
| Loss on settlement of debt | 2,900,964 | - |
| Bad debt | - | 25,904 |
| Note receivable | - | (663) |
| Prepaid expenses | 5,000 | - |
| Security deposit | - | (4,871) |
| Accounts payable and accrued expenses | 141,439 | 57,026 |
| Due to related party | 231,800 | (12,500) |
| Accrued interest payable | 26,138 | 45,410 |
| | | |
| Net Cash Used in Operating Activities | (93,533) | (669,810) |
| | | |
| CASH FLOW FROM FINANCING ACTIVITIES: | | |
| Loan proceeds | 106,410 | 763,000 |
| Proceeds from the issuance of convertible notes | 21,000 | - |
| Payment of convertible notes | (78,000) | - |
| Net Cash Provided by Financing Activities | 49,410 | 763,000 |
| | | |
| CHANGE IN CASH | (44,123) | 93,190 |
| CASH AT BEGINNING OF PERIOD | 44,123 | 1,086 |
| CASH AT END OF PERIOD | $- | $94,276 |
| | | |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | | |
| | | |
| Cash paid for: | | |
| Interest | $— | $— |
| Income taxes | $— | $— |
| | | |
| NON-CASH INVESTING AND FINANCING ACTIVITES: | | |
| | | |
| Shares issued for convertible debt and interest | $3,321,592 | $— |
| Derivative liability written off due to payment of debt | $67,953 | $— |
| Derivative liability written off due to conversion of debt | $20,531 | $- |
| Intrinsic value of beneficial conversion feature | $12,667 | $— |
Gulf West Security Network, Inc. (a Nevada Corporation), and its wholly-owned subsidiaries, formerly known as “NuLife Sciences, Inc.” (“we”, “us”, “our”, “Gulf West”, “GWSN”, or the “Company”), are principally engaged in providing residential and commercial electronic security, home automation, and systems integration services on both a retail and wholesale basis.
The accompanying notes are an integral partCompany’s retail division, which includes its wholly-owned subsidiary LJR Security Services, Inc. (a Louisiana Corporation) (“LJR”), is actively engaged in the hands-on design, engineering, sales, installation, after-market servicing, inspection and remote electronic monitoring of these unaudited financial statements.home (residential) burglar, fire and medical alarm systems as well as fully-integrated business (commercial) security and automation systems in the United States.
The Company’s wholesale division, which operates under the name Gulf West Security Network (or “Gulf West”), is further engaged in the development and expansion of a proprietary coalition (alliance or network) of independently-branded life safety and property protection providers, fire alert and suppression system installers, electronic remote monitoring and video surveillance specialists, smart home designers, commercial systems integrators, structured wiring professionals and electrical contractors.
NULIFE SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2018
(Unaudited)Merger
NOTE 1 - ORGANIZATION
NuLife Sciences Inc., formerly SmooFi, Inc. (the "Company") was incorporated under the laws of the State of Nevada on October 15, 2013. The Company issued 7,250,000 shares of its common stock to our founder, Derek Cahill, as consideration for the purchase of a business plan along with a website. On April 21, 2015,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. At June 30, 2018 the Company had 45,182,247 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 period ended June 30, 2018. All due Diligence and research activities as to other applications of the NuLife Process, and other opportunities which could be acquired, developed and operated through NuLife Medical and NuLife Technologies, including the Company’s updating to resolve the security issues and reposting of our Website,have been paid by NuLife Sciences Inc.
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 ended December 31, 2017. Refer to NOTE 4 – Asset Purchaseclosing 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 31st. The decision to change the fiscal year end was related to the recent merger of the Company with LJR to closely align its operations and internal controls with that of its wholly owned subsidiary LJR.
NOTENote 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BasisSummary of Presentation
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, and NuLife Medical, along with NuLife Oncology, of which NuLife Technologies is the Managing Member, as of the Company’s June 30, 2018.
NuLife Technologies, Inc., NuLife Medical and NuLife Oncology were all inactive at June 30, 2018 and remain inactive as of the date of this report. All due diligence and research activities as to other applications of the NuLife Process, and other opportunities which could be acquired, developed and operated through NuLife Medical and NuLife Technologies, including the Company’s updating to resolve the security issues and reposting of our Website, have been paid by NuLife Sciences Inc.
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 and nine-month period ended June 30, 2018 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 June 30, 2018 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).Significant Accounting Policies
Use of Estimates and Assumptions
PreparationThe preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect 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 Company’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 basic loss per share is calculated by dividing the Company's net loss available to common shareholders by the weighted average number of common shares during the year. The diluted loss per share is calculated by dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Diluted loss per share are the same as basic earnings loss per share dueaccompanying unaudited financial statements and related notes have been prepared pursuant to the lackrules and regulations of dilutive itemsthe 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 Company.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.
Fair Value MeasurementsCash and Disclosures
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2018 and September 30, 2017. The respective carrying value of certain on-balance-sheet financial instruments, approximate their fair values. These financial instruments include cash, accounts receivable, accounts payable, accrued expenses 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 values or they are receivable or payable on demand.Cash Equivalents
The Company uses fair value measurements underconsiders 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 three-level valuation hierarchy for disclosuresCompany 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 fair value measurementthe financial institutions and enhances disclosure for fair value measures. The three levels are defined as follows:has determined the credit exposure to be negligible.
● | 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
|
| | | |
Convertible notes (net of discount) – June 30, 2018 | $—
| $—
| $75,915
|
Convertible notes (net of discount) – September 30, 2017 | $—
| $—
| $81,459
|
Derivative liability – June 30, 2018 | $—
| $—
| $46,368
|
Derivative liability – September 30, 2017 | $—
| $—
| $231,733
|
The following table provides a summaryCapitalization of the changes in fair value of the Company’s Convertible Promissory Notes, which are both Level 3 liabilities as of June 30, 2018:
Balance at September 30, 2017 | $81,459
|
Issuance of notes | 21,000
|
Accretion of debt discount | 121,330
|
Debt discount on convertible notes due to beneficial conversion feature | (12,667)
|
Accretion of debt discount due to beneficial conversion feature | 102,793
|
Payment of convertible debt | (78,000)
|
Conversion of principal into shares of common stock | (160,000)
|
Balance June 30, 2018 | $75,915
|
Fixed Assets
The Company determinedcapitalizes 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 valueuseful lives have been extended; or (3) all land, regardless of cost. Acquisitions of new assets, additions, replacements and improvements (other than land) costing less than the minimum rule in addition to maintenance and repair costs, including any planned major maintenance activities, are expensed as incurred.
Goodwill
Goodwill is not amortized but are evaluated for impairment annually or when indicators of a potential impairment are present. The Company intends to perform its impairment testing of goodwill annually. The annual evaluation for impairment of goodwill is based on management’s assessment of the carrying values of such assets.
Revenue Recognition
The Company generates revenue primarily through contractual monthly recurring fees received for monitoring and related services provided to customers. In transactions involving security systems that are sold outright to the customer, or where equipment is already owned by the customer, the Company’s performance obligations include monitoring, related services, and the sale and installation, or refurbish and repair, of the security systems. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected in installation and repair revenue in the condensed consolidated statements of 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 customer results in a termination charge in accordance with the contract terms. Contract termination charges are recognized in revenue when collectability is probable, and are reflected in monitoring and related revenue in the consolidated statements of operations. Amounts collected from customers for sales and other taxes are reported net of the related amounts remitted.
Barter Transactions
The Company conducts certain barter sales through trade organizations for which it is a member, as are some of its convertible notes using a market interest ratecustomers. 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 derivative liability issued at the timecontracted for value of the transaction lessservices with the accretion. Therecustomer, which is no active market for the debt and the value was based on the delayed payment terms in additionmore readily available measure as to other facts and circumstances at the end of June 30, 2018 and September 30, 2017.its valuation.
The Company determined theFair Value Measurements
Disclosures about fair value of warrants issuedfinancial instruments require disclosure of the fair value information, whether or not recognized in its balance sheet, where it is practicable to estimate that value.
In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” the Company measures certain financial instruments at fair value on a consultant usingrecurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the Black-Scholes Model. ThereUnited States, and expands disclosures about fair value measurements.
Fair value is nodefined 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 marketmarkets for the warrantsidentical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value was based on the warrant terms in addition to other factsdrivers are unobservable.
| | | Fair Value Measurement at |
| | | |
| | | | | |
| | | | | |
| Derivative liabilities, debt and equity instruments | $172,532 | — | — | $172,532 |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and circumstances at the end of the Company’s period ended June 30, 2018 and its fiscal year ended September 30, 2017.least one significant model assumption or input is 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 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.
AdvertisingGoing Concern
Advertising will be expensedThe 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 cost as incurred.and commercialization of its products.
Recently IssuedThe ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it establishes a revenue stream and becomes profitable. Management’s plans to continue as a going concern include raising additional capital through sales of equity securities and borrowing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If the Company is not able to obtain the necessary additional financing on a timely basis, the Company will be forced to delay or scale down some or all of its development activities or perhaps even cease the operation of its business. The ability of the Company to continue as a going concern is dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the 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.
Recent Accounting PronouncementsPronouncements
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, 2017-04,Business Combinations (Topic 805): ClarifyingSimplifying 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.statements.
The Company reviewed allOther 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.
NOTENote 3 – GOING CONCERNAssets and Liabilities Assumed through Reverse Merger
The accompanying consolidated financial statements have been prepared assuming thatPursuant to the Company will continue as a going concern. Forterms of the nine months ended June 30, 2018, the Company had a net lossMerger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of $3,883,941. AsLJR Security Services, Inc., LJR received one thousand (1,000) shares of June 30, 2018, the Company had a working capital deficit of $297,214 and an accumulated deficit of $10,489,546. 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 as a going concern within one year after the date that the financial statements are issued. 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 inabilityseries D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, to continue as a going concern.convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder received one (1) share of series C super-voting preferred stock of the Company which granted the holder 50.1% of the votes of the Company at all times.
ManagementAs a result of the Reverse Merger, the Company has plans to addressacquired the Company’s financial situationfollowing assets and liabilities which were recorded at fair value. The fair values of assets acquired and liabilities assumed are as follows:
In| 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 result of barter transactions for services. These amounts are available for use with certain vendors and establishments who are part of 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 capitalsame trade organization. These balances do not represent cash available to the Company, or thatand as such are recorded as the new business operations will be profitable.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 possibilityCompany acquired goodwill through the Reverse Merger described above. The carrying value of failure in obtaining additional funding and the$612,771 will be reviewed annually for potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern.impairment.
InNote 6 – Notes Payable
As a result of the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow toReverse Merger 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 sourcesacquired notes payable with total outstanding principal of debt or equity funding to meet current commitments$117,500 and fund the continuationaccrued interest 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.$36,304, detailed as follows:
NOTE 4 – ASSSET 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 and nine months ended June 30, 2018 and 2017, the Company recorded compensation expense in the amount of $-0-and $-0- and $-0- and $2,133 related to this agreement.
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, to assist 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 and nine months ended June 30, 2018 and 2017, the Company recorded compensation expense in the amount of $25,500 and $25,500 and $85,000 and $59,500 related tothe Global Agreement. The Company acknowledged the Default and on April 22, 2018 terminated the Global Agreement. However, Mr. Luke agreed to stay on as President until the Company could locate a suitable replacement, or the two parties could reach an agreement between Mr. Luke and the Company. Effective June 1, 2018 Mr. Luke and he Company entered into a Debt Conversion Agreement pursuant to which Mr. Luke agreed to remain as the Company’s President, without any formal agreement, until a suitable replacement could by identified and approved by the Company’s Board of Directors.
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. On January 30, 2018, the Master Service Agreement was terminated and the Company received a refund of $38,000 in cash. Additionally, the remaining $85,000 of the initial payment and $65,000 of the balance of the agreement, for a total of $150,000 previously included in accounts payable was written off. The transactions resulted in a $188,000 gain on settlement during the nine months ended June 30, 2018.
NOTE 6 – NOTES PAYABLE
As of June 30, 2018, the Company had aDemand note payable issued andwith outstanding to a third-party lender with a total principleprincipal of $25,000, and accrued interest of $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 June 30, 2018. The Company has been able in the past to arrange equity or debt financing sufficient to pay off itsdefault.
●
Demand 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 June 30, 2018, the Company had three notesissued and outstanding payable toEast West Secured Developments, LLC, an Arizona Limited Liability Company (“EWSD”with a total principlecombined outstanding principal of $74,500, and accrued interest of $18,061. 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 threeThese notes were due on the later of one week after the closing of the assignment by EWSD of a property located in Colorado commonly referred to as the "Stroud Property",or JulyOctober 31, 2016 and havecarry an interest rate of 10%12%.). The Managing Member of EWSD is Mr. Brian Loiselle, who was appointed as a member of the Company's Board of Directors in consideration for Mr. Loiselle effecting the assignment by EWSD of the Stroud Property, and his appointment was subject to the Company amending its By-laws to increase its present Board from one (1) to five (5) in order for Mr. Loiselle to legally hold a seat on the Company's Board. The acquisition of the Stroud Property never closed, and the Company's By-laws were not amended until mid-2016. On June 30, 2016, the Company entered into Amendment #1 (the “EWSD Amendment”) to these three notes to extend the Due Date to October 31, 2016 or one week after the closing of the Stroud Property: the assignment by EWSD of the Stroud Property to the Company never occurred, and Mr. Loiselle was never legally a member of the Company's Board of Directors. Therefore, the three notes have been reclassified to non-related party debt, and the Company has taken the position, pursuant to the language of the EWSD Notes and the Amendment, that there is no legal date for repayment, however, 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 aTerm note payable in the aggregatewith outstanding principal amount of $106,410. The Note matured on March 31, 2018, and bears interest at the rate of 12% per annum. On June 4, 2018 the Company paid this debt in full with this issuance of Preferred A shares. As of June 30, 2018, the note balance $18,000,and accrued interest is $-0- and $-0-, respectively.
On June 1, 2018, the Company entered into aof $843. The note payable in the aggregate principal amount of $20,000. The Note is due on July 31, 2019 and bearscarries an interest at the rate of 3% per annum. As of June 30, 2018, the note balance and accrued interest is $18,000 and $43, respectively..
NOTENote 7 – CONVERTIBLE NOTESConvertible Notes
Convertible notes consistAs a result of the following:
| | | |
| | | |
| 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 |
| 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 | 63,500 | 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 | (14,682) | (91,480) |
| Unamortized debt discount due to beneficial conversion feature | (47,903) | (-) |
| | 75,915 | 81,459 |
| Less current portion | 48,818 | 58,432 |
| Convertible debt, net of current portion and debt discount | $27,097 | $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:
| |
(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, all but four (4) 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 June 30, 2018, 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 $617, 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. On December 28, 2017, this note along with accrued interest and a prepayment charges were paid in full.of $4,295.
D.
On August 14,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 $65,000 of the discount during the nine months ended June 30, 2018. On June 4, 2018 the Company paid this note $20,000, and accrued interest in full with the issuance of Preferred A shares. As of June 30, 2018, the note balance and accrued interest is $-0- and $-0- respectively.$1,530.
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 $14,188 of the discount during the nine months ended June 30, 2018. As of June 30, 2018, the note balance and accrued interest is $50,000 and $3,494, respectively. This note remains unpaid at June 30, 2018.
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. On March 12, 2018, the Company issued 153,846 shares of common stock in conversion of $9,500 principal and $500 of added fees. On April 17, 2018, the Company issued 256,410 shares of common stock in conversion of $9,500 principal and $500 of added fees. On May 11, 2018, the noteholder assigned this note to their assignee. As of June 30, 2018, the note balance and accrued interest is $63,500 and $3,289. This note remains unpaid at June 30, 2018.
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 $3,005 of the discount during the nine months ended June 30, 2018. As of June 30, 2018, the note balance and accrued interest is $20,000 and $1,140, respectively. This note remains unpaid at June 30, 2018.
NOTENote 8 – DERIVATIVE LIABILITYDerivative Liability
During June 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $78,000. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 12% per annum and matures on June 30, 2018. The note was paid in full during the nine months ended June 30, 2018.
During September 2017, the Company entered into a Loan Agreement with an investor pursuant to which the Company issued a convertible promissory note in the principal amount of $82,500. The Note is convertible into shares of common stock at an initial conversion price subject to adjustment as contained in the Note. The note, together with all interest as accrued, is convertible into shares of the Company’s common stock at 65% of the trailing average highest closing bid price of the Company’s common stock on the date of conversion. The Note accrues interest at a rate of 5% per annum and matures on September 12, 2018. As of JuneSeptember 30, 2018, the derivative liabilities were valued at $172,532, related to a convertible note balance and accrued interest is $63,500 and $3,289. This note remains unpaid at June 30,due September 2018 (listed above).
Due to the variable conversion price associated with these convertible promissory notes, the Company has determined that the conversion feature is considered a derivative liability. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date.
The initial fair value of the embedded debt derivative of $238,785 was allocated as a debt discount in the amount of $147,500 and excess $91,285 was charged to interest expenses, loss on derivative. The fair value of the described embedded derivative was determined using the Black-Scholes Model with the following assumptions:
| | September 12,30, 2017
| | June 26,
20172018
|
| (1) dividend yield of | 0%; | | 0%; |
| (2) expected volatility of | 265%336%; | | 250%, |
| (3) risk-free interest rate of | 1.27%2.18%; | | 1.20% - 1.24%, |
| (4) expected life of | 1 year | | 10.33 year |
| (5) fair value of the Company’s common stock of | $0.54 per share. | | $0.670.08 per share. |
During the three and nine months ended JuneNote 9 – Bridge Loan
As of September 30, 2018, and 2017, 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 $19,073 and $(42,903) and $117,412 and $(39,579), respectively. third parties. Subsequent to the period ended September 30, 2018 the Company has received an additional advances totaling $175,000 from the same parties.
For the three and nine months ended June 30, 2018 and 2017, $5,619 and $52,817 and $102,793 and $119,446, were expensed in the statement of operation as amortization of debt discount related 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 | (96,881)
|
Derivative liability written off due to conversion of related debt | (20,531)
|
Derivative liability written off due to payment of related debt | (67,953)
|
Balance at June 30, 2018 | $46,368
|
NOTE 9 Note 10 – SHARE CAPITALCapital Stock
The Company is authorized to issue 475,000,000 shares of $.001 par value common stock and 25,000,000 shares of$.001of $.001 par value preferred stock.
As of JuneSeptember 30, 2018, the Company had 45,182,247 shares of its common stock issued and outstanding, with 742,500 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, 1 share of its Series C Super-Voting Preferred Stock issued and outstanding, and 1,000 shares of its Series D Senior Convertible Preferred Stock issued and outstanding.
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 nine months ended June 30, 2018. In consideration for the 2,000,000 shares of common stock all of the Company’s 10,000,000 Series B Convertible Preferred Stock, previously issued to GandTex, were cancelled during the nine months ended June 30, 2018.
During the nine months ended June 30, 2018, the Company issued 1,117,409 shares of common stock in payment of $97,767 of convertible debt.
During the nine months ended June 30, 2018, the Company issued 25,000 shares of Preferred A stock in payment of $57,500 of accounts payable. The shares had a value of $112,647, accordingly the Company recorded a $55,147 loss on settlement of accounts payable.
During the nine months ended June 30, 2018, the Company issued 600,000 shares of Preferred A stock in payment of $322,314 of accounts payable, $65,000 of notes payable, $106,410 of convertible notes payable and $15,835 accrued interest. The shares had a value of $3,223,825, accordingly the Company recorded a $2,714,266 loss on settlement of debt.
During the nine months ended June 30, 2018, the Company issued 1,217,698 shares of common stock in payment of $77,500 accrued wages. The shares had a value of $121,770, accordingly the Company recorded a $44,270 loss on settlement.
During the nine months ended June 30, 2018, the Company issued 1,728,345 shares of common stock in payment of $110,000 accrued wages. The shares had a value of $172,835, accordingly the Company recorded a $62,835 loss on settlement.
During the nine months ended June 30, 2018 the Company issued 1,321,557 shares of common stock and a $20,000 note payable in payment of $127,710 accrued compensation. The shares had a value of $132,156, accordingly the Company recorded a $24,446 loss on settlement.
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:
o●
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 the Corporation.Company.
o●
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.
o●
In case of any consolidation, merger of the Corporation,Company, or a change of control of the Company’s Board, of Directors the holders are entitle,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 Corporation,Company, the Board of Directors shall mail to each holder of Series A Stock at least thirty (30) days prior to the consummation of such event, a notice thereof and each such holder shall have the option to either (i) convert such holder’s shares of Series A Stock into shares of Common 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.
o●
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.
o●
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.
o●
theThe 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 Dollar five 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.
o●
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.
Series BC Preferred Stock
o●
In conjunction1 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 Series B Stock.
Therefore,common stock of the Company returnedCompany. Additionally, the Series B Stock to its authorized but unissuedD Preferred Stock has pari passu dividend, distribution and no longer has a class of Series B Convertible Preferred Stock.liquidation rights with the common stock.
Stock Options
On November 15, 2016, the Board approved the grant of 1,500,000 common stock purchase options to Fred Luke, the Company’s President, at an exercise price of not less than One Hundred Ten percent (110%)As a result of the ten (10) day lowest trailing average closing bid price of such shares onReverse Merger the date of executionCompany has outstanding the following stock options as of the Option Agreement which was Fourteen cents ($0.14) per share and subject to certain adjustments on November 15, 2016. The options vested immediately.period ended September 30, 2018:
| | | Weighted Average Exercise Price | Weighted Average Remaining Term | |
| 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
On JanuarySubsequent to December 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 with the Company, the remaining 1,000,000 common stock options expired due to his resignation.
Stock option transactions formonthly rent is $3,000. For the nine months ended June 30, 2018 are summarized as follows:
| | | Weighted Average Exercise Price | Weighted Average Remaining Term | |
| 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, June 30, 2018 | 2,120,000 | $0.17 | 1.51 | $355,200 |
| Exercisable, June 30, 2018 | 2,120,000 | $0.17 | 1.51 | $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 of | | 0%; | |
(2) expected volatility of | | 236%,313%,223% | |
(3) risk-free interest rate of | | 1.28%,1.46%,.98% | |
(4) expected life of | | 3 years, and | |
(5) fair value of the Company’s common stock of | | $0.13, $0.60, $0.11 per share. | |
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 nine months ended June 30, 2018 are summarized as follows:
| | | Weighted Average Exercise Price | Weighted Average Remaining Term | |
| Outstanding, September 30, 2017 | 250,000 | $0.66 | 2.70 | - |
| Granted | - | - | - | - |
| Exercised | - | - | | |
| Expired | (250,000) | $0.66 | 2.44 | - |
| Outstanding, June 30, 2018 | - | - | - | - |
| Exercisable, June 30, 2018 | - | - | - | - |
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 of | | 0%; | |
(2) expected volatility of | | 249% | |
(3) risk-free interest rate of | | 1.5% | |
(4) expected life of | | 3 years, and | |
(5) fair value of the Company’s common stock of | | $0.60 per share. | |
The Company recorded $0- and $-0- and $-0- and $186,904 of stock compensation expense in the statements of operations for the three and nine months ended June 30, 2018 and 2017, respectively, related to non-vested share-based compensation arrangements granted under existing stock option plans.the Company incurred $20,500 and $0 in rent expense, respectively.
As of June 30, 2018, there was $0 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under existing stock option plans.Litigation
NOTE 10 - CONTINGENCYFrom time to time the Company may become a party to litigation in the normal course of business. Management believes that there are no current legal matters that would have a material effect on the Company’s financial position or results of operations.
As of June 30, 2018, as described in Note 6, the Company has accrued $53,200 in accrued expenses, note payable of $74,500 and accrued interest of $18,061 due EWSD. At September 30, 2017 the Company owed EWSD the aggregated amount of $138,311, which is past due and has been in default since October 31, 2016. On top of the amount accrued by the Company, Mr. Loiselle had demanded for a penalty fee of $101,235, which is approximately 18% monthly default rate 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 due of $73,644 agreed to cancel the debt owed by The Company. Accordingly, the Company recorded $73,644 of forgiveness of debt during the nine months ended June 30, 2018.
On January 30, 2018, the Master Service Agreement mentioned in Note 5 was terminated and the Company received a refund of $38,000 in cash. Additionally, the remaining $85,000 of the initial payment and $65,000 of the balance of the agreement, for a total of $150,000 previously included in accounts payable was written off. The transactions resulted in a $188,000 gain on settlement during the nine months ended June 30, 2018.
On March 23, 2018, the Company issued 25,000 shares of Series A Preferred shares to a vendor in exchange for the payment of $57,500 of accounts payable. The shares had fair value of $112,647. Accordingly, the Company recorded $55,147 of loss on settlement during the nine months ended June 30, 2018.
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 and nine months ended June 30, 2018 and 2017 was $8,225 and $2,742 and $24,676 and $2,742, respectively.
Future minimum lease payments are as follows for the years ending:
September 30, 2018 (remaining months) | $8,816
|
September 30, 2019 | 24,344
|
September 30, 2020 | 25,318
|
September 30, 2021 | 26,331
|
September 30, 2022 | 18,016
|
| $102,825
|
NOTE 13 - SUBSEQUENT EVENTSNote 12 – Subsequent Events
As set forth inSubsequent to the Company’s Form 8-K filed on August 14, 2018, effective August 9,period ended September 30, 2018 the Board of Directors ofCompany received an additional advances totaling $175,000 under the Company, through its wholly-owned subsidiary NuLife Acquisition Corporation, a Louisiana corporation (“Merger Sub”) approved and executed an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), to become effective at such time as the parties have complied with all of the conditions of Closing, and the Articles of Merger have been filed with the Secretary of State of the State of Louisiana (the “Effective Time”), and after the satisfaction or waiver by the parties thereto of the conditions set forthbridge note discussed 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 a newly created series of NuLife Sciences Inc. Preferred Stock, to be designated “Series D Senior Convertible Preferred Stock, par value $.001 per share (the “Series D Preferred Stock”). The Series D Preferred Stock, once issued, will be 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 a newly created series of NuLife Sciences Inc. Preferred Stock, to be designated “Series C Super-Voting Preferred Stock”, which grants the holder 50.1% of the votes of NuLife at all times. Closing of this transaction is contingent upon a number of conditions, including but not limited to the Company’s receipt of the PCAOB Audited Financial Statements of LJR with adequate time to file an 8-K/A with the required Proforma Consolidated financial Statements of the Company and LJR within the required 75-day period beginning August 9, 2018, and the mutual agreement on the terms and conditions of the two new series of the Company’s Preferred Stock, namely the Series D Preferred Stock and the Series C Super Voting Preferred StockNote 9.
ITEMItem 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSManagement’s Discussion and Analysis of Financial Condition and Results of Operations
TheForward-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 the financial statements included elsewherenote holder are not made we could lose our investment in this Form 10-Q.
Except for historical information, the matters discussed in this section are forward looking statements that involve risksour real estate properties, terms 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 descriptiondeployment 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.capital. 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 have not generated any 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,terms GWSN,” “we,” “us,” “our,” and the discovery that certain critical information related“Company” refer 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. Additionally, management intends to refocusGulf 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.
on our Website and (i) simply updating and resolving the security issues, and reposting our Website,www.anytimeJobs.com, or (ii)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 (iii) using our web-presence and technology to take advantage of other health and safety technology opportunities currently in operation but in fragmented sectors of health data retention and personal and home security industries. We are currently negotiating an agreement for the work to be done to put the Website back online.
Online marketplace and community
The Company's initially-defined business strategyOur corporate office 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. However, with theSettlement Agreementsand unwinding of the Asset Acquisition, and the shift in our structure participation in the healthcare industry to attempt to become involved with NuGenesis, we intend to simply begin updating and resolving the security issues and reposting our Website,www.anytimeJobs.comlocated at Gulf West Security Network, Inc., or (ii) 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 (iii) using our web-presence and technology to take advantage of other health and safety technology opportunities currently in operation but in fragmented sectors of health data retention and personal and home security industries. As of the date of this report we are negotiating with a web-programing organization to make the required modifications to our Website.
In general, the Company’s future plans as to the development of the NuLife Process at the Company’s existing facilities is fully dependent upon the funding of NuGenesis. The Company’s exploitation of a secondary application of the NuLife Process – known as the “Wound Care Technique” is dependent upon the Company obtaining additional equity capital or debt financing.
However, with theSettlement Agreementsand unwinding of the Asset Acquisition, and the shift in our structure participation in the healthcare industry to attempt to become involved with NuGenesis in the development of the NuLife Process, as funding becomes available we intend to either (a) pursue the joint venture envisioned by the MOU with NuGenesis in the development of the NuLife Process, (b) explore the opportunities that we see in the exploitation of the Wound Care Technique outside the United States, and (b) refocus on our Website. As of the date of this report, all three of the Company’s activities should be work-in-progress, and all subject to obtaining the necessary debt financing or equity investments to continue to pursue the continued development of any one or all of the different business segments.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 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 accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important toreported amounts of expenses during the portrayal of the company's financial condition andreporting period. Actual results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to makecould differ from those estimates.
Management makes 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 judgmentscertain 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 usedare recognized in the preparation of the financial statements.period in which such adjustments are determined.
Going ConcernRecent Accounting Pronouncements
Our auditor has issued a "going concern" qualification as partSee Note 2 of its opinion in the Audit Report for the fiscal year ended September 30, 2017, and ouraccompanying financial statements asfor a discussion of and for the year then ended include a "going concern" footnote (See Footnote 3 – Going Concern) disclosing that our ability 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.recently issued accounting standards.
Results of OperationOperations
Three Months Ended JuneSeptember 30, 2018 and 2017
Revenue.Revenues
Revenue was $0We had revenue of $3,940 for the three months ended JuneSeptember 30, 2018, and 2017.
Cost of Sales.
Cost of sales was $0as compared to $3,088 for the three months ended JuneSeptember 30, 2018 and 2017.2017, an increase of $852 or 28%. The increase in revenue was due to the acquisition of new customers.
Operating Expenses.Cost of Product
Operating expenses were $127,766 and $199,964Cost of goods sold for the three months ended JuneSeptember 30, 2018 and 2017, respectively. Operating expenses consist of general and administrative expenses and related party compensation. During the three months ended June 30, 2018 and 2017 general and administrative expenses were $25,966 and $88,308, respectively. During the three months ended June 30, 2018 and 2017 related party compensation was $101,800 and $111,656, respectively.
Interest Expense.
Interest expense was $41,313 and $84,989$975, as compared to $928 for the three months ended JuneSeptember 30, 20182017. The cost of goods sold was a result of direct costs associated with the delivery of the security service.
General and 2017, respectively. Included in interest expenseAdministrative
Our general and administrative expenses for the three months ended JuneSeptember 30, 2018 and 2017, was also $5,618 and $52,817, respectively,were $203,205, an increase of non-cash interest expense related$192,291, or 1,762%, compared to the amortization of the debt discount and beneficial conversion feature.
Interest Income.
Interest income was $-0- and $2$10,915 for the three months ended JuneSeptember 30, 20182017. General and 2017, respectively.administrative expenses increased mainly due to legal and accounting costs associated with the reverse merger.
Net Loss on Settlement of Debt.
On June 4, 2018,As a result of the Company issued 600,000 shares of Preferred A stock in payment of $322,314 of accounts payable, $65,000 of notes payable, $106,410 of convertible notes payable and $15,835 accrued interest. The shares had a value of $3,223,825, accordingly the Company recorded a $2,714,266 loss on settlement of debt.
On June 30, 2018, the Company issued 1,217,698 shares of common stock in payment of $77,500 accrued wages. The shares had a value of $121,770, accordingly the Company recorded a $44,270 loss on settlement.
On June 30, 2018, the Company issued 1,728,345 shares of common stock in payment of $110,000 accrued wages. The shares had a value of $172,835, accordingly the Company recorded a $62,835 loss on settlement.
On June 30, 2018 the Company issued 1,321,557 shares of common stock and a $20,000 note payable in payment of $127,710 accrued compensation. The shares had a value of $132,156, accordingly the Company recorded a $24,446 loss on settlement.
Gain(Loss) on derivative.
The Company recorded a net gain on derivative in the amount of $19,073 inforegoing, for the three months ended JuneSeptember 30, 2018, we recorded a net loss of $200,240 compared to a net loss on derivative of $42,903 during$8,755 for the three months ended JuneSeptember 30, 2017.
Nine Months Ended JuneSeptember 30, 2018 and 2017
Revenue.
Revenue was $0We had revenue of $13,108 for the nine months ended JuneSeptember 30, 2018, and 2017.
Cost of Sales.
Cost of sales was $0as compared to $6,612 for the nine months ended JuneSeptember 30, 2018 and 2017.2017 an increase of $6,495 or 98%. The increase in revenue was due to the acquisition of new customers.
Operating Expenses.Cost of Product
Operating expenses were $1,083,363 and $3,433,027Cost of goods sold for the nine months ended JuneSeptember 30, 2018 and 2017, respectively. Operating expenses consist of general and administrative expenses and related party compensation. During the nine months ended June 30, 2018 and 2017 general and administrative expenses were $848,071 and $3,064,128, respectively. During the nine months ended June 30, 2018 and 2017, the Company recorded $640,000 and $2,700,654 of stock-based compensationwas $4,437, as compared to non-related parties. During the nine months ended June 30, 2018 and 2017 related party compensation was $235,292 and $368,899, respectively. Related party compensation included $186,904 of stock-based compensation during the nine months ended June 30, 2017.
Interest Expense.
Interest expense was $278,670 and $204,583$2,284 for the nine months ended JuneSeptember 30, 2018 and 2017, respectively, which related to interest accrued on borrowings, which were greater at June 30, 2018 as2017. The cost of goods sold was a result of newly issued debt. Included in interest expensedirect costs associated with the delivery of the security service.
General and Administrative
Our general and administrative expenses for the nine months ended JuneSeptember 30, 2018 and 2017, was also $102,793 and $119,446, respectively,were $396,610, an increase of non-cash interest expense related$352,712, or 803%, compared to the amortization of the debt discount and beneficial conversion feature.
Interest Income.
Interest income was $-0- and $667for$43,898 for the nine months ended JuneSeptember 30, 20182017. General and 2017, respectively, which relatedadministrative expenses increased mainly due to interest due on notes receivablelegal and interest earned in bank accounts, which were greater inaccounting costs associated with the reverse merger.
Net Loss
As a result of the foregoing, for the nine months ended June 30, 2017.
Settlement of Debt.
On November 15, 2017, a vendor cancelled the amount the Company owed. Accordingly, the Company recorded a forgiveness of debt in the amount of $73,644.
On JanuarySeptember 30, 2018, the June 10, 2017 Master Service Agreement mentioned in Note 5 was terminated and the Company received a refund of $38,000 in cash. Additionally, the remaining $85,000 of the initial payment and $65,000 of the balance of the agreement, for a total of $150,000 previously included in accounts payable was written off. The transactions resulted in a $188,000 gain on settlement during the nine months ended June 30, 2018.
On March 23, 2018, the Company issued 25,000 shares of Series A Preferred shares to a vendor in exchange for the payment of $57,500 of accounts payable. The shares had a value of $112,647. Accordingly, the Company recorded $55,147 of loss on settlement during the nine months ended June 30, 2018.
On June 4, 2018, the Company issued 600,000 shares of Preferred A stock in to extinguish $509,559 in debt - payment of $322,314 of accounts payable, $65,000 of notes payable, $106,410 of convertible notes payable and $15,835 accrued interest. The shares had a value of $3,223,825, accordingly the Company recorded a $2,714,266 loss on settlement of debt.
On June 30, 2018, the Company issued 1,217,698 shares of common stock in payment of $77,500 accrued wages. The shares had a value of $121,770, accordingly the Company recorded a $44,270 loss on settlement.
On June 30, 2018, the Company issued 1,728,345 shares of common stock in payment of $110,000 accrued wages. The shares had a value of $172,835, accordingly the Company recorded a $62,835 loss on settlement.
On June 30, 2018 the Company issued 1,321,557 shares of common stock and a $20,000 note payable in payment of $127,710 accrued compensation. The shares had a value of $132,156, accordingly the Company recorded a $24,446 loss on settlement.
Gain(Loss) on derivative.
The Companywe recorded a net gain on derivative in the amountloss of $117,412 in the nine months ended June 30, 2018$407,547 compared to a net loss on derivative of 39,579 during$39,570 for the nine months ended JuneSeptember 30, 2017.
Liquidity and Capital Resources
The following isCompany’s consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a summarygoing concern, which contemplates the realization of assets and liquidation of liabilities in the Company's cash flows provided by (used in) operating, investing,normal course of business. The Company has limited commercial experience and financing activitieshad a net loss of $407,547 for the nine months ended JuneSeptember 30, 2018, and 2017:
| | | |
| Operating Activities | $(93,533) | $(669,810) |
| Investing Activities | - | - |
| Financing Activities | 49,410 | 763,000 |
| Net Effect on Cash | $(44,123) | $93,190 |
Since acquiringan 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. The accompanying consolidated financial statements for the business plan and Website, during our fiscal yearnine months ended September 30, 2016, most of our2018, have been prepared assuming the Company will continue as a going concern. The Company’s cash resources and work was devotedwill likely be insufficient to the development of the Website segment of our business. However, this has been suspended for 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 several months following the receipt of adequate 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 be 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.
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 meet 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 overanticipated needs during 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.twelve months. The Company may offer shareswill require additional financing to fund its future planned operations, including research and development and commercialization 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.products.
As of JuneOperating Activities
During the nine months ended September 30, 2018, we owed $135,670used $445,523 of cash in accounts payable, accrued expenses. The only agreements, written or oral, with any vendors or other providers for paymentoperating activities primarily as a result of services orour net loss of $407,547, depreciation expenses are with respect to (i) contracted investor relation services,of $1,319, and (ii) compensation to the Company's Medical Advisory Board member,net changes in operating assets and our Chief Financial Officer, oneliabilities of whom is a director, and compensation accruing to Global. There are no other significant liabilities at June 30, 2018.$(36,548).
AsDuring the nine months ended September 30, 2017, we used $37,102 of Junecash in operating activities primarily as a result of our net loss of $39,570, depreciation expenses of $239, and net changes in operating assets and liabilities of $2,229.
Financing Activities
During the nine months ended September 30, 2018, financing activities provided $471,000 in proceeds from the bridge loan, and $10,049 in net contributions.
During the nine months ended September 30, 2017, financing activities provided $35,688 in proceeds form net contributions.
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 $17,400. The note was due on June 30, 2015, has an interest rate of 12%. This note is in default and remains unpaid at June 30, 2018.did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.
As of June 30, 2018, the Company had three notes payable issued and outstanding with a former director with a total principle of $74,500 and accrued interest of $18,061. 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 acquisition 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 matured on March 31, 2018, and bears interest at the rate of 12% per annum. On June 4, 2018, the Company paid the principal and accrued interest in full with the issuance of Preferred A shares. As of June 30, 2018, the note balance and accrued interest is $-0- and $-0-, respectively.
On June 1, 2018, the Company entered into a note payable in the aggregate principal amount of $20,000. The Note is due on July 31, 2019, and bears interest at the rate of 3% per annum. As of June 30, 2018, the note balance and accrued interest is $18,000 and $43, respectively.
As of June 30, 2018, the Company had four convertible notes payable issued and outstanding with a total principle of $138,500 and accrued interest of $8,540. 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 June 30, 2018.
Off-Balance Sheet Arrangements
We have not entered into any 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.
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 RisksRisk
Not applicable because we areAs 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) asAs 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.
PART II -– OTHER INFORMATION
Item 1. Legal Proceedings.Proceedings
The Company owes on three promissory notes that have an aggregate principal amount of $74,500 andWe are simple promissory notes with 10% annual interest to EWSD. The notes, which EWSD deems in default, however the Due Date as defined in each of the notes, and the subsequent amendment, call for repayment on July 16, 2016 or within one week of the closing of the purchase of Stroud Farms LLC (the “Stroud Property”). On June 30, 2016, the Company entered into Amendment #1 to these three notes to extend the Due Date to October 31, 2016 or one week after the closing of acquisition of the Stroud Property. The acquisition of the Stroud Property never occurred Further, there is not a default interest provided in the notes. Therefore, the notes continue to accrue interest at 10% per annum until paid or otherwise settled and discharged. 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 from Registered Securities
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.None.
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.
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:
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None of these issuances involved underwriters, underwriting discounts or commissions
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We placed restrictive legends on all certificates issued
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No sales were made by general solicitation or advertising
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Sales were made only to accredited investors
In connection with the above transactions, we provided the following to all investors:
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Access to all our books and records
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Access to all material contracts and documents relating to our operation
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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 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. During the nine months ended June 30, 2018, this note along with accrued interest and a prepayment were paid in full.
On August 14, 2017, the Company entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (the “Kingdom Note”) in the aggregate principal amount of $65,000. The Note matures on November 14, 2017 (the “Maturity Date”), and bears interest at the rate of 8% per annum. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at $0.11 per share. Due to the beneficial conversion feature of this note, the Company recorded $65,000 of debt discount as a contra liability and amortized $65,000 of the discount during the nine months ended June 30, 2018. On June 4, 2018, the Company paid this principal and interest in full with the issuance of Preferred A shares. As of June 30, 2018, the note balance and accrued interest is $-0- and $-0-, respectively.
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 $14,188 of the discount during the nine months ended June 30, 2018. As of June 30, 2018, the note balance and accrued interest is $50,000 and $3,494, respectively. This note remains unpaid at June 30, 2018.
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. On March 12, 2018, the Company issued 153,846 shares of common stock in conversion of $9,500 principal and $500 of added fees. On April 17, 2018, the Company issued 256,410 shares of common stock in conversion of $9,500 principal and $500 of added fees. On May 11, 2018, the noteholder assigned this not to their assignee. As of June 30, 2018, the note balance and accrued interest is $63,500 and $3,289. This note remains unpaid at June 30, 2018.
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 $3,005 of the discount during the nine months ended June 30, 2018. As of June 30, 2018,
the note balance and accrued interest is $20,000 and $1,140, respectively. This note remains unpaid at June 30, 2018.
On December 28, 2017, the Company entered into a note payable in the aggregate principal amount of $106,410. The Note matured on March 31, 2018, and bears interest at the rate of 12% per annum. On June 4, 2018, the Company paid this principal and interest in full with the issuance of Preferred A shares. As of June 30, 2018, the note balance and accrued interest is $-0- and $-0-, respectively. This note is in default and remains unpaid at June 30, 2018.
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 nine months ended J, 2018. All of the Company’s 10,000,000 Series B Convertible Preferred Stock, previously issued to GandTex, were cancelled during the nine months ended June 30, 2018.
As of June 30, 2018, the Company had four convertible notes payable issued and outstanding with a total principle of $138,500 and accrued interest of $8,540. 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 June 30, 2018.
Item 3. Defaults Upon Senior Securities.Securities
NoneNot applicable.
Item 4. Mine Safety Disclosures
Not Applicable.applicable.
Item 5. Other Information.Information
None.
Item 6. Exhibits.Exhibits
Exhibit No.No, | | Description |
3.1 | | |
3.2 | | of Exhibit |
| | Rule 13a14(a)/15d-14(a) Certification of PrincipalChief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | Section 1350 Certification of PrincipalChief Executive 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.DEF | | XBRL 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: November 19, 2018 | By: | /s/ Louis J. Resweber |
| | Louis J. Resweber |
| | Chief Executive Officer |
| | (Principal Executive Officer and Principal Financial and Accounting Officer) |
| | | | |
Date: August 20, 2018 | By: | /s/ Fred Luke
| |
| | Fred Luke | |
| | President
(Duly Authorized Officer and Principal Executive Officer)
| |