UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): September 28,
2018
Gulf West Security Network, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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333-193220
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46-3876675
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(State
of Other Jurisdiction
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(Commission
File
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(IRS
Employer
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of
Incorporation)
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Number)
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Identification
No.)
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2618 San Miguel, Suite 203
Newport Beach, CA
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(Address
of Principal Executive Offices)
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Registrant’s telephone number, including area code: (949)
973-0684
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities
Act
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 1.01 Entry into a Material Definitive Agreement
On
September 28, 2018 (the “Closing Date”), Gulf West
Security Network, Inc., fka NuLife Sciences, Inc.
(“we”, “us”, “our”
“GWSN”, or the “Company”), announced the
closing, of that certain Agreement of Merger and Plan of
Reorganization (the “Merger Agreement”) through its
wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife
Sub”) and LJR Security Services, Inc. (“LJR”).
Pursuant to the terms of the Merger Agreement, and in exchange for
all one hundred (100) issued and outstanding shares of LJR, Lou
Resweber, the sole shareholder of LJR received one thousand (1,000)
shares of series D senior convertible preferred stock, par value
$.001 per share (the “Series D Preferred Stock”) of the
Company, convertible into fifty million two hundred thirty-nine
thousand five hundred forty-one (50,239,541) shares of common stock
of the Company, and 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. As of the Closing
Date LJR is a wholly-owned subsidiary of the Company. A copy of the
Merger Agreement is attached to this Current Report as
Exhibit
10.1
LJR
is 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”). LJR is based in Lafayette, LA.
LJR’s President is Mr. Louis J. 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 see Item 5.02 below.
Item 2.01 Completion of Acquisition or Disposition of
Assets
On
the Closing Date, pursuant to the Merger Agreement, LJR merged with
NuLife Sub (a subsidiary of GWSN), LJR is the surviving
corporation. Pursuant to the terms of the Merger Agreement, and in
exchange for all one hundred (100) issued and outstanding shares of
LJR, Lou Resweber, the sole shareholder of LJR received one
thousand (1,000) shares of series D senior convertible preferred
stock, par value $.001 per share (the “Series D Preferred
Stock”) of the Company, convertible into fifty million two
hundred thirty-nine thousand five hundred forty-one (50,239,541)
shares of common stock of the Company, and 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. In accordance with the
terms of the Merger Agreement, shares of LJR held by the Lou
Resweber, the sole shareholder of LJR were cancelled and 100 shares
of LJR were issued to GWSN.
Prior
to the Closing Date, and in preparation for the Closing Date, the
Company changed its name from NuLife Sciences, Inc. to Gulf West
Security Network, Inc. We expect to file a Definitive 14C and
complete these corporate actions now that the Merger Agreement has
closed.
Item
3.02 Unregistered Sales of Equity Securities
The
information contained in Item 1.01 above is incorporated herein by
reference in response to this Item 3.02.
On
the Closing Date, pursuant to the Merger Agreement, LJR merged with
NuLife Sub (a subsidiary of GWSN), LJR is the surviving
corporation. Pursuant to the terms of the Merger Agreement, and in
exchange for all one hundred (100) issued and outstanding shares of
LJR, Lou Resweber, the sole shareholder of LJR received one
thousand (1,000) shares of series D senior convertible preferred
stock, par value $.001 per share (the “Series D Preferred
Stock”) of the Company, convertible into fifty million two
hundred thirty-nine thousand five hundred forty-one (50,239,541)
shares of common stock of the Company, and 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. In accordance with the
terms of the Merger Agreement, shares of LJR held by the Lou
Resweber, the sole shareholder of LJR were cancelled and 100 shares
of LJR were issued to GWSN.
With
respect to the transaction noted above, no solicitation was made
and no underwriting discounts were given or paid in connection with
these transactions. The Company believes that the issuance of the
shares as described above was exempt from registration with the
Securities and Exchange Commission pursuant to Section 4(2) of the
Securities Act of 1933.
Item 5.01 Changes in Control of Registrant
As
previously described in Item 1.01, on the Closing Date of the
Merger Agreement, the Registrant consummated the transactions
contemplated by the Merger Agreement, pursuant to which, in
exchange for all one hundred (100) issued and outstanding shares of
LJR, Lou Resweber, the sole shareholder of LJR received one
thousand (1,000) shares of 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, and one (1) share of Series C Preferred Stock, which carry
no dividend, distribution, liquidation or conversion rights,
however, the aggregate of shares of Series C Preferred Stock grant
the holder thereof 50.1% of the total votes of all classes of
capital stock of the Company, and are able to vote together with
our common stockholders on all matters. As a result of the Merger
Agreement, and the issuance of the Series C Preferred Stock, Lou
Resweber, the sole shareholder of LJR, will hold a controlling
interest in the Company, and may unilaterally determine the
election of the Board and other substantive matters requiring
approval of the Company’s stockholders.
Item
9.01 Financial
Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
In
accordance with Item 9.01(a)(4) of Form 8-K, the Company will file
audited abbreviated financial statements required by Item 9.01(a)
of Form 8-K in an amendment to this Form 8-K no later than 71
calendar days following the Closing Date.
(b) Pro Forma Financial Information.
In
accordance with Item 9.01(a)(4) of Form 8-K, the Company will file
the pro forma financial information required by Item 9.01(b) of
Form 8-K in an amendment to this Form 8-K no later than 71 calendar
days following the Closing Date.
(d) Exhibits.
Exhibit
Number
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Description
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Agreement of Merger and Plan
of Reorganization dated August 9, 2019. (1)
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Waiver of Closing Conditions dated August 9, 2019. (1)
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(1)
Filed as an exhibit to the Company’s Form 8-K filed on
October 9, 2018.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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NuLife
Sciences, Inc.
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Date:
November 27, 2018
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By: /s/
Louis J. Resweber
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Louis
J. Resweber
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Chief
Executive Officer
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