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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2021

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

COMMISSION FILE NUMBER ~~000-55805~~

GULF WEST SECURITY NETWORK, INC.

(Exact name of registrant as specified in its charter)

Nevada		82-2908492
(State of incorporation)		(I.R.S. Employer Identification No.)

2851 Johnson Street, Unit #194

Lafayette, LA 70503

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (337) 210-8790

Not applicable

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

Securities registered pursuant to Section 12(b) of the ~~Securities Exchange~~ Act ~~of 1934, as amended (the “Exchange Act”)~~:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth 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 ☒

As of ~~May~~August 1415, 2021, there were 4,618,250 shares of our common stock, par value $0.001 per share, ~~were~~ outstanding.

GULF WEST SECURITY NETWORK, INC.

FORM 10-Q

FOR THE ~~QUARTER~~THREE MONTHS ENDED ~~MARCH~~JUNE 3130, 2021

TABLE OF CONTENTS

		PAGE
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	3~~-20~~
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	214
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	247
Item 4.	Controls and Procedures	247
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	258
Item 1A.	Risk Factors	258
Item 2.	Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities	252
Item 3.	Defaults Upon Senior Securities	258
Item 4.	Mine Safety Disclosure	258
Item 5.	Other Information	258
Item 6.	Exhibits	269
SIGNATURES		2710
EXHIBIT INDEX

2 ~~Table of Contents~~

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Gulf West Security Network, Inc.

A Nevada Corporation

Condensed Consolidated Financial Statements (Unaudited)

~~March~~June 3130, 2021

Gulf West Security Network, Inc.

TABLE OF CONTENTS

		Page
Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets as of March 31, 2021 (Unaudited) and December 31, 2020		4
Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020		F-2
Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2021 and 2020		5
Condensed Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2021 and 2020		F-3
Condensed Consolidated Statements of Deficiency in Stockholders' Equity (Unaudited) for the three months ended March 31, 2021 and 2020		6
Condensed Consolidated Statements of Deficiency in Stockholders' Equity (Unaudited) for the six months ended June 30, 2021 and 2020		F-4
Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2021 and 2020		7
Condensed Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2021 and 2020		F-5
Notes to Unaudited Condensed Consolidated Financial Statements		8F-206

3F-1 Table of Contents

GULF WEST SECURITY NETWORK, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of ~~March~~June 3130, 2021 (Unaudited) and December 31, 2020

	March 31,2021			December 31, 2020
	June 30,2021			December 31, 2020
ASSETS
Current Assets
Cash	$	174,~~757~~589		$	4,505
Accounts receivable		34,~~308~~908			2,478
Prepaid expenses		27,~~620~~252			27,396
Total Current Assets		4836,~~685~~749			34,379
Total assets	$	4836,~~685~~749		$	34,379
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	~~109~~112,379		$	112,235
Accounts payable - related party		49,~~665~~992			8,584
Accrued wages - related party		~~481~~536,~~702~~294			420,702
Unearned revenue		~~100~~-			400
Bridge loan from affiliates		1,~~797~~818,666			1,728,166
Liabilities of discontinued operations		~~511~~481,~~154~~845			481,690
Total Liabilities		2,~~904~~959,~~666~~176			2,751,777
Deficiency in Stockholders’ equity
Preferred Stock, $0.001 par value, 25,000,000 shares authorized
Preferred stock Series A, 635,000 and 635,000 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		635			635
Preferred stock Series A, 635,000 and 635,000 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		635			635
Preferred stock Series B, nil issued or outstanding		-			-
Preferred stock Series C, 1 share issued and outstanding		-			-
Preferred stock Series D, 1,000 shares issued and outstanding		1			1
Common stock, $0.001 par value; 475,000,000 shares authorized; 4,618,250 and 4,618,250 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively		4,618			4,618
Common stock, $0.001 par value; 475,000,000 shares authorized; 4,618,250 and 4,618,250 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		4,618			4,618
Stock payable		200,000			200,000
Additional paid in capital		157,208			157,208
Accumulated deficit		(3,~~218~~284,~~443~~889	)		(3,079,860	)
Total deficiency in stockholders’ equity		(2,~~855~~922,~~981~~427	)		(2,717,398	)
Total liabilities and deficiency in stockholders’ equity	$	4836,~~685~~749		$	34,379

See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.

4F-2 Table of Contents

GULF WEST SECURITY NETWORK, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the ~~three~~six months ended ~~March~~June 3130, 2021 and 2020

	3 Months Ended						6 Months Ended
	March 31, 2021			March 31, 2020
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Revenue
Monitoring and related services	$	2,~~541~~757		$	2,~~699~~228		$	5,298		$	4,927
Cost of Revenue		986			1,124
Product sales and installation		-			1,260			-			1,260
Gross Profit		1,555			1,575
Total Revenue		2,757			3,488			5,298			6,187
Operating Expenses
Cost of Revenue		1,026			1,038			2,012			2,162
General and administrative		110,674			122,668
Gross Profit		1,731			2,450			3,286			4,025
Sales and marketing		-			26
Operating Expenses
Total Operating Expenses		110,674			122,694
General and administrative		97,487			200,770			208,161			323,439
Other Income/(Expense)
Sales and marketing		-			-			-			26
Interest expense		(2,797	)		(3,071	)
Total Operating Expenses		97,487			200,770			208,161			323,465
Total Other Income/(Expense)		(2,797	)		(3,071	)
Other Income/(Expense)
Operating Loss		(111,916	)		(124,190	)
Interest expense		(2,854	)		(6,039	)		(5,651	)		(9,109	)
Loss from continuing operations before provision for income taxes		(111,916	)		(124,190	)
Total Other Income/(Expense)		(2,854	)		(6,039	)		(5,651	)		(9,109	)
Provision for Income Taxes		-			-
Operating Loss		(98,610	)		(204,359	)		(210,526	)		(328,549	)
Loss from continuing operations		(111,916	)		(124,190	)
Loss from continuing operations before provision for income taxes		(98,610	)		(204,359	)		(210,526	)		(328,549	)
(Income) loss from discontinued operations		26,667			(32,382	)
Provision for Income Taxes		-			-			-			-
Net Loss	$	(138,583	)	$	(91,808	)
Loss from continuing operations		(98,610	)		(204,359	)		(210,526	)		(328,549	)
Basic and diluted net loss per common share, continuing operations	$	(0.02	)	$	(0.03	)
Income (loss) from discontinued operations		32,164			(133,123	)		5,497			(100,741	)
Basic and diluted net loss per common share, discontinued operations	$	(0.01	)	$	0.01
Net Loss	$	(66,446	)	$	(337,482	)	$	(205,029	)	$	(429,290	)
Weighted average shares outstanding		4,618,250			4,518,250
Basic and diluted net loss per common share, continuing operations	$	(0.02	)	$	(0.05	)	$	(0.05	)	$	(0.07	)
Basic and diluted net loss per common share, discontinued operations	$	0.01		$	(0.03	)	$	0.00		$	(0.02	)
Weighted average shares outstanding		4,618,250			4,518,250			4,618,250			4,518,250

See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.

5F-3 Table of Contents

GULF WEST SECURITY NETWORK, INC. CONDENSED CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS’ EQUITY (UNAUDITED) For the ~~three~~six months ended ~~March~~June 3130, 2021 and 2020

	Preferred StockSeries A						Preferred Stock Series B				Preferred Stock Series C				Preferred Stock Series D				Common Stock						Additional						Total Deficiency in
	Number of Shares			Amount			Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Number of Shares		Amount		Stock Payable		~~Additional~~ Paid-In Capital			Accumulated Deficit			~~Deficiency in~~ Stockholders' Equity
Balance at December 31, 2019		742,500		$	743			-	$	-		1	$	-		1,000	$	1		4,518,250	$	4,518	$	-	$	177,210		$	(2,288,000	)	$	(2,105,528	)
Net loss		-			-			-		-		-		-		-		-		-		-		-		-			(91,808	)		(91,808	)
Balance at March 31, 2020		742,500			743			-		-		1		-		1,000		1		4,518,250		4,518		-		177,210			(2,379,808	)		(2,197,336	)
Net loss		-			-			-		-		-		-		-		-		-		-		-		-			(337,482	)		(337,482	)
Balance at June 30, 2020		742,500			743			-		-		1		-		1,000		1		4,518,250		4,518		-		177,210			(2,717,290	)		(2,534,818	)
Redemption of preferred stock and issuance of common stock		(107,500	)		(108	)		-		-		-		-		-		-		100,000		100		-		(20,002	)		-			(20,010	)
Net loss		-			-			-		-		-		-		-		-		-		-		-		-			(254,792	)		(254,792	)
Balance at September 30, 2020		635,000			635			-		-		1		-		1,000		1		4,618,250		4,618		-		157,208			(2,972,082	)		(2,809,620	)
Settlement of liabilities of discontinued operations		-			-			-		-		-		-		-		-		-		-		200,000		-			-			200,000
Net loss		-			-			-		-		-		-		-		-		-		-		-		-			(107,778	)		(107,778	)
Balance at December 31, 2020		635,000			635			-		-		1		-		1,000		1		4,618,250		4,618		200,000		157,208			(3,079,860	)		(2,717,398	)
Net loss		-			-			-		-		-		-		-		-		-		-		-		-			(138,583	)		(138,583	)
Balance at March 31, 2021		635,000		$	635			-	$	-		1	$	-		1,000	$	1		4,618,250	$	4,618	$	200,000	$	157,208		$	(3,218,443	)	$	(2,855,981	)
Net loss		-			-			-		-		-		-		-		-		-		-		-		-			(66,446	)		(66,446	)
Balance at June 30, 2021		635,000		$	635			-	$	-		1	$	-		1,000	$	1		4,618,250	$	4,618	$	200,000	$	157,208		$	(3,284,889	)	$	(2,922,427	)

See accompanying notes, which are an integral part of these condensed consolidated financial statements.

F-4

Table of Contents

GULF WEST SECURITY NETWORK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the six months ended June 30, 2021 and 2020

	6 Months Ended
	June 30, 2021			June 30, 2020
Cash Flows From Operating Activities
Net Loss	$	(205,029	)	$	(429,290	)
Adjustments to reconcile net loss to net cash used in operating activities
Net income from discontinued operations		(5,497	)		(100,741	)
Bad debts		-			2,147
Changes in operating assets and liabilities:
Accounts receivable		(2,430	)		(1,131	)
Prepaid expenses		144			(1,179	)
Accounts payable and accrued liabilities		144			725
Accrued wages - related party		115,592			88,174
Unearned revenue		(400	)		-
Net cash used in operating activities – continuing operations		(97,476	)		(441,295	)
Net cash used in operating activities – discontinued operations		5,652			209,646

Cash Flows From Financing Activities
Advances from related party, net		1,408			14,128
Proceeds from bridge loan from affiliates		90,500			210,500
Cash provided by financing activities		91,908			224,628

Net Change In Cash		84			(7,021	)

Cash at Beginning of Year		4,505			10,045
Cash at End of Year	$	4,589		$	3,024

Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.

6F-5 Table of Contents

GULF WEST SECURITY NETWORK, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~OF CASH FLOWS~~ (UNAUDITED)As ~~For~~of June 30, 2021 and December 31, 2020 and for the ~~three~~six months ended ~~March~~June 3130, 2021 and 2020

	3 Months Ended
	March 31, 2021			March 31, 2020
Cash Flows From Operating Activities
Net Loss	$	(138,583	)	$	(91,808	)
Adjustments to reconcile net loss to net cash used in operating activities
Net (income) loss from discontinued operations		26,667			(32,382	)
Bad debts		-			2,147
Changes in operating assets and liabilities:
Accounts receivable		(830	)		(837	)
Prepaid expenses		(224	)		311
Accounts payable and accrued liabilities		(2,856	)		5,855
Accrued wages - related party		61,000			51,000
Unearned revenue		(300	)		-
Net cash used in operating activities – continuing operations		(55,126	)		(65,714	)
Net cash used in operating activities – discontinued operations		2,797			2,805
Cash Flows From Financing Activities
Advances from related party, net		(3,919	)		6,651
Proceeds from bridge loan from affiliates		69,500			50,500
Cash provided by financing activities		65,581			57,151
Net Change In Cash		13,252			(5,758	)
Cash at Beginning of Year		4,505			10,045
Cash at End of Year	$	17,757		$	4,287
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes, which are an integral part of these unaudited condensed consolidated financial statements.

7 Table of Contents

GULF WEST SECURITY NETWORK, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) As of March 31, 2021 and December 31, 2020 and for the three months ended March 31, 2021 and 2020

NOTE 1: NATURE OF THE BUSINESS

Gulf West Security Network, Inc. (a Nevada Corporation), and its wholly-owned subsidiaries, formerly known as “NuLife Sciences, Inc.” (“we”, “us”, “our”, “Gulf West”, “GWSN”, or the “Company”), are principally engaged in providing residential and commercial electronic security, home automation, and systems integration services on both a retail and wholesale basis.

The Company’s retail division, which includes its wholly-owned subsidiary LJR Security Services, Inc. (a Louisiana Corporation) (“LJR”), is actively engaged in the hands-on design, engineering, sales, installation, after-market servicing, inspection and remote electronic monitoring of home (residential) burglar, fire and medical alarm systems as well as fully-integrated business (commercial) security and automation systems in the United States.

The Company’s wholesale division, which operates under the name Gulf West Security Network (or “Gulf West”), is further engaged in the development and expansion of a proprietary coalition (alliance or network) of independently-branded life safety and property protection providers, fire alert and suppression system installers, electronic remote monitoring and video surveillance specialists, smart home designers, commercial systems integrators, structured wiring professionals and electrical contractors.

Merger

On August 9, 2018, the Board of Directors of the Company through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) approved and executed an agreement of merger and plan of reorganization (the “Merger Agreement”), to become effective at such time as the articles of merger have been filed with the Secretary of State of Louisiana (the “Effective Time”), and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement. Pursuant to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc. (“LJR”), LJR stockholders received one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-three thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder received one share of series C super-voting preferred stock of NuLife which granted the holder 50.1% of the votes of NuLife at all times.

The merger was accounted for as a reverse merger, whereby LJR was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced with the historical financial statements of LJR prior to the reverse merger. The financial statements after completion of the reverse merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

8F-6 Table of Contents

GULF WEST SECURITY NETWORK, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) As of ~~March~~June 3130, 2021 and December 31, 2020 and for the ~~three~~six months ended ~~March~~June 3130, 2021 and 2020

Restatement of Articles of Incorporation

On September 19, 2018, LJR Security Services, Inc. amended and restated its articles of incorporation providing for a change in the Company’s name to “Gulf West Security Network, Inc.” The Company’s authorized shares of common stock, preferred stock and the par value of the stock will remain unchanged. The Company also amended and restated its bylaws to reflect the name change.

On September 20, 2018, the Board of Directors of the Company designated one (1) share of Series C Preferred Stock (the “Series C Stock”) and one thousand (1,000) shares of Series D Preferred Stock (the “Series D Stock”). The classes of Series C Stock and Series D Stock were created in anticipation of the closing of the Merger Agreement.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

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

Principles of Consolidation

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

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States of America (“U.S.”) as promulgated by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and with the rules and regulations of the U.S Securities and Exchange Commission (“SEC”). In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which are of a normal recurring nature) necessary for a fair presentation. Interim results are not necessarily indicative of results for a full year. Therefore, the interim unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements contained in the Company’s Annual Report on Form 10-K.

9F-7 Table of Contents

Reclassifications

Certain reclassifications have been made to the prior period’s financial statements to enhance comparability with the current period’s financial statements. As a result, certain line items have been amended in the condensed consolidated balance sheets and consolidated statements of cash flow. Comparative figures have been adjusted to conform to the period’s presentation. These reclassifications had no effect on the reported net loss.

Cash and Cash Equivalents

The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of one year or less, when purchased, to be cash. As of ~~March~~June 3130, 2021 and December 31, 2020, the Company had no cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the credit worthiness of the financial institutions and has determined the credit exposure to be negligible.

Capitalization of Fixed Assets

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

Revenue Recognition

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

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

10F-8 Table of Contents

Barter Transactions

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

Fair Value Measurements

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

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

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

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

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

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

	Fair Value Measurement
	Carrying Value		Level 1		Level 2		Level 3
As of March 31, 2021
As of June 30, 2021
Derivative liabilities, debt and equity instruments	$	~~265~~232,~~062~~898		—		—	$	~~265~~232,~~062~~898
As of December 31, 2020
Derivative liabilities, debt and equity instruments	$	238,395		—		—	$	238,395

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

11F-9 Table of Contents

Changes in Level 3 assets measured at fair value for the ~~three~~six months ended ~~March~~June 3130, 2021 and for the year ended December 31, 2020 were as follows:

Balance, December 31, 2019	$	72,904
Changes in fair value of derivative		165,491
Balance, December 31, 2020	$	238,395
Change in fair value of derivative		26(5,~~667~~497	)
Balance, March 31, 2021	$	265,062
Balance, June 30, 2021	$	232,898

Derivative Financial Instruments

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

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

The Company determined that certain convertible debt instruments outstanding as of the date of these unaudited condensed consolidated financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible notes payable have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period is recorded in earnings as “Income (loss) from discontinued operations.” Please refer to Note 3 below.

Going Concern

The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has limited commercial experience and had a net loss from continuing operations of $~~111~~210,~~916~~526 for the ~~three~~six months ended ~~March~~June 3130, 2021, and an accumulated deficit of $3,~~218~~284,~~443~~889, and a working capital deficit of $2,~~855~~992,~~981~~427 at ~~March~~June 3130, 2021. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying condensed consolidated financial statements for the ~~three~~six months ended ~~March~~June 3130, 2021, have been prepared assuming the Company will continue as a going concern. The Company’s cash resources will likely be insufficient to meet its anticipated needs during the next twelve months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of its products.

12F-10 Table of Contents

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

Recent Accounting Pronouncements

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

NOTE 3: ACQUIRED ASSETS AND ASSUMED LIABILITIES OF DISCONTINUED OPERATIONS

Assets Acquired and Liabilities Assumed through Reverse Merger

Pursuant to the terms of the Merger Agreement dated August 9, 2018, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc., LJR stockholders received one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-three thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder received one (1) share of series C super-voting preferred stock of the Company which granted the holder 50.1% of the votes of the Company at all times.

13F-11 Table of Contents

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

	August 9,2018			December 31, 2020			~~March~~June 3130, 2021
Security deposit	$	4,871		$	-		$	-
Goodwill		612,771			-			-
Accrued expenses		(125,647	)		-			-
Accrued interest		(49,261	)		(33,221	)		(3638,~~018~~873	)
Notes payable		(117,500	)		-			-
Convertible notes		(138,500	)		(138,500	)		(138,500	)
Derivative liability		(172,532	)		(238,395	)		(~~265~~232,~~062~~898	)
Liabilities of discontinued operations		-			(71,574	)		(71,574	)
Total identified net assets (liabilities)	$	14,202		$	(481,690	)	$	(~~511~~481,~~154~~845	)

As a result of the Reverse Merger, we acquired $603,440 liabilities of the former operations of NuLife Sciences, Inc., which have been discontinued. As of ~~March~~June 3130, 2021, these liabilities amounted to $~~511~~481,~~154~~845. We are evaluating the means to relieve the Company of these liabilities. The assets and liabilities described below have been classified as discontinued operations in the condensed consolidated financial statements.

Goodwill

The Company acquired goodwill through the Reverse Merger described above. The carrying value of $612,771 was impaired and written down to $0 as of December 31, 2018.

Notes Payable

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

	·	Demand note payable with outstanding principal of $25,000, and accrued interest of $17,400. The note matured on September 30, 2015 and carries an interest rate of 12%. This note is in default.

	·	Demand notes payable to East West Secured Developments, LLC, with a combined outstanding principal of $74,500, and accrued interest of $18,061. These notes matured on October 31, 2016 and carry an interest rate of 12%. These notes are in default.

	·	Term note payable with outstanding principal of $18,000, and accrued interest of $843. The note matured on July 31, 2019 and carries an interest at the rate of 3%. This note is in default.

In 2020, the Company settled the notes payable of $99,500 and accrued interest of $60,493 for $92,500 and 200,000 shares of preferred stock valued at $200,000, which not yet issued and presented as stock payable in consolidated balance sheet as of June 30, 2021 and December 31, 2020.

14F-12 Table of Contents

Convertible Notes

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

	March 31, 2021
	June 30, 2021
(A) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share and was due December 2019 (in default)	$	5,000
(B) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.11 per share (in default)		50,000
(C) Convertible note payable, annual interest rate of 5%, convertible into common stock at a variable rate per share and was due September 2018 (in default)		63,500
(D) Convertible note payable, annual interest rate of 8%, convertible into common stock at $0.30 per share and is due October 13, 2020		20,000
Total convertible debt	$	138,500

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

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

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

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

As of ~~March~~June 3130, 2021 and December 31, 2020, convertible notes had total outstanding principal of $138,500 and $138,500 and accrued interest of $3638,~~018~~873 and $33,221, all respectively. These liabilities have been incorporated into liabilities from discontinued operations.

Derivative Liability

As of ~~March~~June 3130, 2021 and December 31, 2020, the derivative liabilities were valued at $~~265~~232,~~062~~898 and $238,395, respectively, related to convertible notes [A to D above]. This derivative liability has been incorporated into liabilities from discontinued operations.

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

		March 31, 2021		December 31, 2020
	June 30,2021		December 31,2020
(1) dividend yield of	0%;	~~0%;~~	0%;	~~0%;~~
(2) expected volatility of	292%;	~~442%;~~	315%;	~~315%;~~
(3) risk-free interest rate of	0.05%;	~~0.03%;~~	0.09%;	~~0.09%;~~
(4) expected life of	0.33 year;	~~0.33 year;~~	0.33 year;	~~0.33 year;~~
(5) fair value of the Company’s common stock of	$0.10 per share.	~~0.10 per share.~~	$0.06 per share.	~~0.06 per share.~~

15F-13 Table of Contents

NOTE 4: PREPAID EXPENSES

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

As of ~~March~~June 3130, 2021 and December 31, 2020, the available barter credit balances were $22,~~620~~252 and $22,396, respectively.

As of both ~~March~~June 3130, 2021 and December 31, 2020, this account also includes prepaid expense for legal expenses amounting to $5,000.

NOTE 5: RELATED PARTY TRANSACTIONS AND BALANCES

An officer of the Company agreed to defer portions of his salaries annually since inception. The balances due under this arrangement were $~~481~~536,~~702~~294 and $420,702 as of ~~March~~June 3130, 2021 and December 31, 2020, respectively. This balance has no formal repayment terms or interest.

The same officer of the Company advances funds to the Company and receives repayments on such advances throughout the year in the form of allowing Company use of personal credit cards. The balances due under this arrangement as of ~~March~~June 3130, 2021 and December 31, 2020 were $49,~~665~~992 and $8,584, respectively.

NOTE 6: BRIDGE LOAN FROM AFFILIATES

As of ~~March~~June 3130, 2021 and December 31, 2020, the Company has received advances totaling $1,~~797~~818,666 and $1,728,166, respectively, from its affiliates. The formal structure and payment terms of these advances have not yet been determined by the Company and the third parties.

NOTE 7: CAPITAL STOCK

The Company is authorized to issue 475,000,000 shares of $0.001 par value common stock and 25,000,000 shares of $0.001 par value preferred stock.

On July 2, 2020, the Company redeemed its 100,000 shares of Series A Convertible Preferred Stock for $18,010.

On September 17, 2020, the Company redeemed its 7,500 shares of Series A Convertible Preferred Stock for $2,000 and issuance of 100,000 shares of Common Stock.

16F-14 Table of Contents

The table below shows the redemption of Company’s Series A Convertible Preferred Stock for the year ended December 31, 2020:

Closing Date	(a) Total number of shares (or units) purchased	(b) Average price paid per share (or unit)		(c) Total number of shares (or units) purchased as part of publicly announced plans or programs		(d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
July 2, 2020	100,000 shares of Series A Convertible Preferred Stock	$	0.18		-		-
September 17, 2020	7,500 shares of Series A Convertible Preferred Stock	$	0.27		-		-
Total	107,500 shares of Series A Convertible Preferred Stock	$	0.19		-		-

As of ~~March~~June 3130, 2021 and December 31, 2020, the Company had 4,618,250 and 4,618,250 shares of its Common Stock issued and outstanding, 635,000 and 635,000 shares of its Series A Convertible Preferred Stock issued and outstanding, 0 and 0 shares of its Series B Convertible Preferred Stock issued and outstanding, 1 and 1 share of its Series C Super-Voting Preferred Stock issued and outstanding, and 1,000 and 1,000 shares of its Series D Senior Convertible Preferred Stock issued and outstanding, all respectively.

Description of Preferred Stock:

Series A Preferred Stock

As of ~~March~~June 3130, 2021 and December 31, 2020, the Company has 635,000 and 635,000, respectively, shares of Preferred Stock designated as Series A Preferred Stock with the following characteristics:

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

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

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

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

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

	·	The Corporation shall have the option to redeem all of the outstanding shares of Series A Stock at any time on an “all or nothing” basis, unless otherwise mutually agreed in writing between the Corporation and the holders of shares of Series A Stock holding at least 51% of such Series A Stock, beginning ten (10) business days following notice by the Company, at a redemption price the higher of (a) five dollars ($5.00) per share, or (b) fifty percent (50%) of the trailing average highest closing bid price of the Company’s common stock as quoted on www.OTCMarkets.com or the Company’s primary listing exchange on the date of notice of redemption, unless otherwise modified by mutual written consent between the Company and the holders of the Series A Stock (the "Conversion Price"). Redemption payments shall only be made in cash within ninety (90) days of notice by the Company to redeem.

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

Series C Preferred Stock

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

18F-16 Table of Contents

Series D Preferred Stock

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

Stock Options

As a result of the Reverse Merger the Company has outstanding the following stock options as of ~~March~~June 3130, 2021 and December 31, 2020:

	March 31, 2021				December 31, 2020
	June 30, 2021				December 31, 2020
	Stock Options		Weighted Average Exercise Price		Stock Options			Weighted Average Exercise Price
Outstanding - beginning of year		-		-		620,000		$	0.23
Granted		-		-		-			-
Exercised		-		-		-			-
Forfeited		-		-		(620,000	)	$	0.23
Outstanding - end of year		-				-
Exercisable and vested - end of year		-				-
Weighted average remaining term		-				-
Average intrinsic value	$	-			$	-

NOTE 8: COMMITMENT AND CONTINGENCIES

Litigation

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

NOTE 9: SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after ~~March~~June 3130, 2021 up through the date of the these condensed consolidated financial statements.

19F-17 Table of Contents

On December 21, 2020, the Company entered into a share purchase agreement with the sole shareholder and owner of Westech Security and Investigations, Inc. (“Westech”). Pursuant to the terms of the share purchase agreement, the sole shareholder of Westech will sell all her shares to the Company in exchange for approximately 66% of the Company’s issued and outstanding shares of common stock (the “Sale”), to become effective at such time as the articles of merger have been filed. The remaining 34% of the Company’s issued and outstanding shares of common Stock shall consist of presently issued and outstanding shares of common Stock of the Company and the following to be issued in the form of Company’s Series E Preferred Stock, convertible into one share of Company’s common Stock, and shall consist of: (i) an exchange of all outstanding preferred stock of the Company, (ii) an exchange of all outstanding loans to the Company which shall either be satisfied or shall convert to Series E Preferred Stock immediately following the closing of the sale so that there are no outstanding loans to the Company at closing of the sale, (iii) a bridge loan of $500,000 previously made to Westech, which shall convert to Series E Preferred Stock immediately following the closing of the sale and (iv) an investment of $750,000 into the Company at closing of the sale. In connection with the additional $1,250,000, the Company shall issue 1,250,000 shares of Series E Preferred Stock. Furthermore, subject to the approval of Company’s shareholder and subject to discretion of the Board of Directors of the Company, the Company will change its name to “Westech Security and Investigation, Inc”, increase the number of shares of authorized preferred stock so it has sufficient amount of preferred stock to undertake the transactions contemplated by the sale; and undertake a 1-for-187 reverse stock split of its shares of common stock. Subsequent to the period ended ~~March~~June 3130, 2021, the Company is still in the process of completing this merger transaction.

On April 7, 2021, the Board of Directors of the Company approved the amendment of articles of incorporation to change the name to “Westech Security and Investigation, Inc., increase the number of authorized shares to 500,000,000 shares of common stock and 50,000,000 shares of preferred stock and effect a reverse stock split of the issued and outstanding common stock at a range of 1-for-200 to 1-for-250. The amendment will be effective upon filing of such amendment to the articles of incorporation with the Secretary of State of Nevada.

20F-18 Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This ~~Quarterly~~quarterly ~~Report~~report oncontains ~~Form 10-Q includes~~ forward-looking statements ~~within the meaning of Section 27A of the Securities Act of 1933, as amended,~~ and ~~Section~~information ~~21E~~relating ofto ~~the~~us ~~Securities~~that ~~Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements~~ 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 known and unknown risks, uncertainties and other factors that may cause our actual results, ~~level of activity,~~ 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. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain known and unknown risks, ~~uncertainties~~ and ~~assumptions~~uncertainties that could cause actual results to differ materially from historical results or our predictions. The terms “GWSN,” “we,” “us,” “our,” and the “Company” refer to Gulf West Security Network, Inc., a Nevada corporation, except where the context requires otherwise. The following discussion should be ~~read~~ in conjunction with ~~our~~out condensed and consolidated financial statements and related notes thereto included elsewhere in this report.

Business Overview

Gulf West Security Network, Inc., a Nevada corporation, and its wholly-owned subsidiaries (formerly known as NuLife Sciences, Inc.), are principally engaged in the sale, installation, servicing, and monitoring of electronic home and business security and automation systems in the United States.

The Company’s retail division, which includes its wholly-owned subsidiary, LJR Security Services, Inc., a Louisiana corporation (“LJR”), is actively engaged in the engineering, design, installation, remote monitoring and after-market servicing of electronic intrusion alert and fire detection systems for homes and businesses (the “alarm industry”).

Both Gulf West and LJR are based in Lafayette, Louisiana and were previously 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.

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Reverse Merger

On August 9, 2018, the Board of Directors of the Company through its wholly-owned subsidiary NuLife Acquisition Corp., a Louisiana corporation (“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 had 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 the Merger Agreement. Pursuant to the terms of the Merger Agreement, NuLife Sub merged with and into LJR, with LJR being the surviving entity and becoming a wholly-owned subsidiary of the Company, all one hundred (100) issued and outstanding shares of common stock of LJR held by the sole stockholder of LJR (“LJR Stockholder”) were exchanged into one thousand (1,000) shares of series D senior convertible preferred stock, par value $0.001 per share (the “Series D Preferred Stock”), of the Company, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company (the “Merger”). In addition, the LJR Stockholder received one 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.

21The ~~Table~~Merger was intended to constitute a tax-free reorganization within the meaning of ~~Contents~~Section 368 of the United States Internal Revenue Code of 1986, as amended. In accordance with the accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the Merger has been replaced with the historical financial statements of LJR prior to the Merger. The financial statements after completion of the Merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the Merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

~~The~~On ~~Merger~~September ~~was~~19, ~~intended~~2018, tothe ~~constitute~~Company aamended ~~tax-free~~and ~~reorganization~~restated ~~within~~its ~~the~~articles ~~meaning~~ of ~~Section~~incorporation ~~368~~ of the ~~United~~Company ~~States~~providing ~~Internal Revenue Code of 1986, as amended. In accordance with the accounting treatment~~ for a ~~“reverse~~change ~~merger”,~~in the Company’s ~~historical~~name ~~financial statements prior~~ to ~~the~~“Gulf ~~Merger~~West ~~have~~Security ~~been~~Network, ~~replaced with the historical financial statements of LJR prior to the Merger~~Inc.” The ~~financial~~Company ~~statements~~also ~~after~~amended ~~completion of the Merger include the assets, liabilities,~~ and ~~results~~restated ofits ~~operations~~bylaws ofto ~~the~~reflect ~~combined company from and after~~ the ~~closing~~name ~~date of the Merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements~~change.

On ~~September~~December 1921, ~~2018~~2020, the Company ~~amended~~entered into a share purchase agreement with the sole shareholder and ~~restated~~owner ~~its~~of ~~articles~~Westech Security and Investigations, Inc. (“Westech”). Pursuant to the terms of ~~incorporation~~the share purchase agreement, the sole shareholder of Westech will sell all her shares to the Company in ~~order~~exchange tofor ~~change~~approximately 66% of the Company’s ~~name~~issued toand ~~“Gulf~~outstanding ~~West~~shares ~~Security~~of ~~Network~~common stock (the “Sale”), ~~Inc~~to become effective at such time as the articles of merger have been filed.” The remaining 34% of the Company’s ~~also~~issued ~~amended~~and outstanding shares of common Stock shall consist of presently issued and ~~restated~~outstanding ~~its~~shares ~~bylaws~~of common Stock of the Company. Subsequent to ~~reflect~~the period ended June 30, 2021, the ~~name~~Company ~~change~~is still in the process of completing this merger transaction.

Change of Fiscal Year

On September 28, 2018, the Company’s Board approved a change in fiscal year end from September 30th to December 31st. The decision to change the fiscal year end was related to the Merger to closely align the Company’s operations and internal controls with that of its wholly owned subsidiary LJR.

Our corporate office is located at 2851 Johnson Street, Unit #194, Lafayette, LA, 70503 and our telephone number is (337) 210-8790.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

See Note 2 of the accompanying unaudited consolidated financial statements for a discussion of recently issued accounting standards.

Results of Operations

Three months ended ~~March~~June 3130, 2021 and 2020

We had revenue of $2,~~541~~757 for the three months ended ~~March~~June 3130, 2021, as compared to $23,~~699~~488 for the three months ended ~~March~~June 3130, 2020, a decrease of $~~158~~732.

Cost of Revenue

Cost of revenue sold for the three months ended ~~March~~June 3130, 2021 was $~~986~~1,026, as compared to $1,~~124~~038 for the three months ended ~~March~~June 3130, 2020~~, a decrease of $138~~.

General and Administrative

Our general and administrative expenses for the three months ended ~~March~~June 3130, 2021 were $~~110~~97,~~674~~487, a decrease of $11103,~~994~~283, or 951.84%, compared to $~~122~~200,~~668~~770 for the three months ended ~~March~~June 3130, 2020. General and administrative expenses decreased mainly due to ~~timing~~decrease ofin legal expenses, ~~wages,~~from ~~office expenses~~$75,000 ~~insurance,~~in ~~audit~~2020 ~~and~~to ~~accounting~~minimal ~~expenses~~amount ~~associated~~in ~~with our operations as a public company~~2021.

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Sales and marketing

Our sales and marketing expenses are $0 for the three months ended ~~March~~June 3130, 2021 ~~were~~and ~~$0,~~June ~~compared to $26 for the three months ended March 31~~30, 2020. ~~The~~Minimal ~~decrease in~~ sales and marketing expenses reflected management’s decision to shift its focus from retail to wholesale alarm operations.

Loss from discontinued operations

Subsequent to the Merger, management decided to discontinue the activities of NuLife. As a result, we recorded ~~loss~~income of $2632,~~667~~163 primarily due to a change in the fair value of a derivative liability. ~~for~~This derivative liability is related to NuLife’s convertible notes assumed by the ~~three~~Company ~~months~~as ~~ended~~a ~~March~~result ~~31,~~of ~~2021~~reverse merger and has been incorporated into liabilities from discontinued operations.

Net loss

As a result of the foregoing, for the three months ended ~~March~~June 3130, 2021, we recorded a net loss of $~~138~~66,~~583~~446 compared to a net loss of $91337,~~808~~482 for the three months ended ~~March~~June 3130, 2020.

Six months ended June 30, 2021 and 2020

We had revenue of $5,298 for the six months ended June 30, 2021, as compared to $6,187 for the six months ended June 30, 2020 a decrease of $889 or 14.4%. The decrease in revenue was due to a lesser concentration on new alarm system sales and installations, with our focus moving more toward alarm system monitoring and the corresponding recurring monthly revenue (RMR) that is associated with monitoring services.

Cost of Revenue

Cost of revenue sold for the six months ended June 30, 2021 was $2,012, as compared to $2,162 for the six months ended June 30, 2020.

General and Administrative

Our general and administrative expenses for the six months ended June 30, 2021 were $208,161, a decrease of $115,278, or 35.6%, compared to $323,439 for the six months ended June 30, 2020. General and administrative expenses decreased mainly due to decrease in legal expenses from $75,000 in 2020 to minimal amount in 2021, decrease in audit expense from $42,645 to 19,425 and decrease in other general expenses such as insurance and payroll related benefits.

General and administrative expenses decreased mainly due to timing of legal expenses, wages, office expenses, insurance, audit and accounting expenses associated with the public company operations.

Sales and marketing

Our sales and marketing expenses were minimal for the six months ended June 30, 2021 and June 30, 2020. Minimal sales and marketing expenses reflected management’s decision to shift its focus from retail to wholesale alarm operations.

Loss from discontinued operations

Subsequent to the Merger, management decided to discontinue the activities of NuLife. As a result, we recorded income of $5,497 primarily due to a change in the fair value of derivative liability. This derivative liability is related to NuLife’s convertible notes assumed by the Company as a result of reverse merger and has been incorporated into liabilities from discontinued operations.

Net loss

As a result of the foregoing, for the six months ended June 30, 2021, we recorded a net loss of $205,029 compared to a net loss of $429,290 for the six months ended June 30, 2020.

Liquidity and Capital Resources

At ~~March~~June 3130, 2021, the Company had $174,~~757~~589 cash. The Company has limited commercial experience and had a net loss from continuing operations of $~~119~~210,~~916~~526 for the ~~three~~six months ended ~~March~~June 3130, 2021, and an accumulated deficit of $3,~~218~~284,~~443~~889, and a working capital deficit of $2,~~855~~922,~~981~~427 at ~~March~~June 3130, 2021. The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. ~~However,~~The ~~the~~ Company has ~~limited commercial experience and has~~ not yet established an ongoing source of revenue sufficient to cover its operating costs and to allow it to continue as a going concern. The accompanying condensed consolidated financial statements for the ~~three~~six months ended ~~March~~June 3130, 2021, have been prepared assuming the Company will continue as a going concern.

We do not believe that we have enough cash on hand to operate of business during the next 12 months. The Company will require additional financing to fund its future planned operations, including research and development and commercialization of its products. To date, the Company has financed its operation primarily from advances from its affiliates and we expect to finance the operations in the same way in the near future. As of ~~March~~June 3130, 2021 and December 31, 2020, the Company has received advances totaling $1,~~797~~818,666 and $1,728,166, respectively, from its affiliates. The formal structure and payment terms of these advances have not yet been determined by the Company and the third parties. We do not have verbal or formal contracts with our affiliates obligating them to loan funds to us.

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We may seek to raise additional funding that we require in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our operations. We currently do not have any agreements or arrangements in place for any future financing.

Operating Activities

During the ~~three~~six months ended ~~March~~June 3130, 2021, we used $5597,~~126~~476 of cash in operating activities primarily as a result of our loss of $~~138~~205,~~583~~029 from operations, offset by net changes in working capital items of operating assets and liabilities of $56113,~~790~~050.

During the ~~three~~six months ended ~~March~~June 3130, 2020, we used $~~950~~441,295 of cash in operating activities primarily as a result of our ~~net~~ loss of $91429,~~808~~290 ~~and~~from operations, offset by net changes in working capital items of operating assets and liabilities of $5686,~~329~~589.

Financing Activities

During the three months ended ~~March~~June 3130, 2021, financing activities provided $6990,500 in proceeds from a bridge loan and provided $31,~~919~~408 in ~~payment of~~ advances from a related party.

During the ~~three~~six months ended ~~March~~June 3130, 2020, financing activities provided $50224,~~500~~628 in proceeds from a bridge loan and ~~$6,651 in payment of~~ advances from a related party.

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Off-Balance Sheet Transactions

At ~~March~~June 3130, 2021, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a smaller reporting 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

As of the end of the period covered by this ~~report~~Form 10-Q, management performed, with the participation of our principal executive officer and principal financial officer, an evaluation of the effectiveness of our disclosure controls and procedures as 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 in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures. Based on the evaluation, our principal executive officer and principal financial officer concluded that, as of ~~March~~June 3130, 2021, our disclosure controls and procedures were not effective.

Due to resource constraints, material weaknesses are evident to management regarding our inability to generate all the necessary 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 lacks documentation of its internal control processes.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended ~~March~~June 3130, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any pending legal proceedings that we believe will have a material adverse effect on our business or financial condition. We may, however, be subject to various claims and legal actions arising in the ordinary course of business from time to time.

Item 1A. Risk Factors

Not required for smaller reporting companies.

Item 2. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

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Item 6. Exhibits

Exhibit No.		Description of Exhibit
31.1 *		Rule 13a14(a)/15d-14(a) Certification of Principal Executive Officer
31.2 *		Rule 13a14(a)/15d-14(a) Certification of Principal Financial Officer
32.1 *		Section 1350 Certification of Principal Executive Officer/Principal Financial Officer
32.2 *		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
32.2		Section 906 Certification of Principal Executive Officer/Principal Financial Officer
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**		XBRL Taxonomy Definition Linkbase Document

* Filed herewith

** Furnished herewith (not filed)

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SIGNATURES

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

	GULF WEST SECURITY NETWORK INC.
Date: May 14, 2021	By:	/s/ Louis J. Resweber
Date: August 16, 2021	By:	/s/ Louis J. Resweber
		Louis J. Resweber
		President
		(Principal Executive Officer)
		(Principal Financial and Accounting Officer)

2710

Filing Compare · Gulf West Security Network, Inc.