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Assisted 4 Living (ASSF)

Filed: 4 Jun 19, 10:23am


Filed Pursuant to Rule 424(b)(3)

Registration No. 333-226979

PROSPECTUS

 

ASSISTED 4 LIVING, INC.

 

Prior to this Offering, no public market has existed for the common stock of Assisted 4 Living, Inc. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There no assurance that the shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.

 

In this public offering, our company is offering 3,900,000 shares of our common stock and our selling shareholders are offering 3,050,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The Offering is being made on a self-written, “best efforts” basis. There is no minimum number of shares required to be purchased by each investor. The shares offered by our company will be sold on our behalf by our president and director, Romulus Barr. Mr. Barr is deemed to be an underwriter of this Offering. There is uncertainty that we will be able to sell any of the 3,900,000 shares being offered herein by our company. Mr. Barr will not receive any commissions or proceeds for selling the shares on our behalf. All of the shares being registered for sale by our company will be sold at a fixed price of $0.02 for the duration of the Offering. Additionally, all of the shares being offered by the selling shareholders will be sold at a fixed price of $0.02 for the duration of the Offering.

 

Assuming all of the 3,900,000 shares being offered by our company are sold, we will receive $78,000 in net proceeds.

 

Assuming 2,925,000 of the shares (75%) being offered by our company are sold, we will receive $58,500 in net proceeds.

 

Assuming 1,950,000 of the shares (50%) being offered by our company are sold, we will receive $39,000 in net proceeds.

 

Assuming 975,000 of the shares (25%) being offered by our company are sold, we will receive $19,500 in net proceeds.

 

There is no minimum amount we are required to raise from the shares being offered by our company, and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this Offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our company’s business plan. Additionally, there is no guarantee that a public market will ever develop, and you may be unable to sell your shares.

 

This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement; or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for additional 90 days. We may, however, at any time and for any reason, terminate the Offering.

 

All expenses incurred in this Offering are being paid for by our company.

 

For the duration of the Offering, any and all sellers of the shares being registered herein agree to provide this Prospectus to potential investors in its entirety.

 

 
 
 

 

The proceeds from the sale of the securities sold on behalf of our company will be placed directly into our company’s account, or the account of our subsidiary. Any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the Prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by law.

 

We are an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and applicable Securities and Exchange Commission rules and are, therefore, currently eligible for reduced public company reporting requirements.

 

Investing in our securities involves significant risks. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of information that should be considered before investing in our securities.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities described herein or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

You should rely only on the information contained in this Prospectus and the information we have referred to you. We have not authorized any person to provide you with any information about this Offering, our company, or the shares of common stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.

 

The date of this prospectus is June 4, 2019

 

 
 
 

 

TABLE OF CONTENTS

 

PAGE

 

PART I – PROSPECTUS

 

 

 

PROSPECTUS SUMMARY

1

 

 

 

CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS

1

 

 

 

THE OFFERING

3

 

 

 

RISK FACTORS

5

 

 

 

SUMMARY FINANCIAL DATA

12

 

 

 

 

USE OF PROCEEDS

13

 

 

 

DETERMINATION OF OFFERING PRICE

14

 

 

 

DILUTION

14

 

 

 

SELLING SHAREHOLDERS

15

 

 

 

PLAN OF DISTRIBUTION

16

 

 

 

DESCRIPTION OF SECURITIES

18

 

 

 

INTEREST OF NAMED EXPERTS AND COUNSEL

19

 

 

 

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

28

 

 

 

EXECUTIVE COMPENSATION

31

 

 

 

 

REPORTS TO SECURITIES HOLDERS

19

 

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

19

 

 

 

 

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERENANCE

28

 

 

 

 

EXECUTIVE COMPENSATION

31

 

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

31

 

 

MATERIAL CHANGES

32

 

 

 

SECURITY OWNERSHIP AND RELATED TRANSACTIONS

32

 

 

 

INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 F-1

 

 

 

 

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

F-9

 

 

 

PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

II-2

 

 

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

II-2

 

 

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

II-2

 

 

 

RECENT SALES OF UNREGISTERED SECURITIES

II-3

 

 

 

EXHIBITS

II-4

 

 

 

UNDERTAKINGS

II-5

 

 

 

SIGNATURES

II-6

 

 

 
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Please read this prospectus carefully. It describes our business, financial condition, results of operations and prospects. We have prepared this prospectus so that prospective investors will have the information necessary to make an informed investment decision.

 

Prospective investors should rely only on the information contained in this prospectus or in any free writing prospectus that we may specifically authorize to be delivered or made available to such investors. We have not, and the placement agents have not, authorized anyone to provide such investors with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to such investors. We take no responsibility for, and can provide no assurance as to the reliability of any other information that others may give to such investors. This prospectus may only be used where it is legal to offer and sell shares of our common stock and warrants. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of units. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the placement agents are not, making an offer of these securities in any jurisdiction where the offer is not permitted.

 

For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

 

 
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PROSPECTUS SUMMARY

 

This summary highlights certain information contained in greater detail elsewhere in this prospectus and does not contain all of the information that prospective investors should consider in making their investment decisions. Before investing in our securities, prospective investors should carefully read this entire prospectus, including our financial statements and related notes, and the risks of investing in our securities discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements under this summary and under the heading “Risk Factors,” are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. Please see “Cautionary Statement Regarding Forward-Looking Statements.” Prospective investors should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

 

Unless otherwise indicated, references to “we,” “our,” “us,” the “company,” or “A4L” refer to Assisted 4 Living, Inc., a Nevada corporation, and our wholly-owned subsidiary, Assisted 2 Live, Inc., a Florida corporation.

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

 

This Prospectus and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans”, and “proposes”. Although we believe that the expectations reflected in these forward-looking statement are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section in this Prospectus.

 

The Company

 

We were incorporated in Nevada on May 24, 2017, with an objective to operate as is a facilitator of assisted living projects and related services. Our company has positioned itself as a go-to resource for individuals or private groups that wish to enter and operate within the Assisted Living Facility (ALF) industry. Our company’s first target market will be Florida, and will operate within the State through our solely owned subsidiary Assisted 2 Live, Inc. The goal being to use Florida as a test market to streamline our consulting processes and ultimately transition to a national company in the assisted living field. The barriers to entering the ALF space are considerable and require a detailed understanding of each State’s regulatory environment and processes. There is a myriad of steps that must be navigated to properly set up an ALF residence, included, but not limited to licensing, complying with building codes, medical care requirements, staffing and industry regulations. Our company is designed to mentor prospective ALF clients and walk them through every step of the start-up process, working hand-in-hand with them to ensure that their facility gets off to a proper and sustainable start.

 

We have a wholly-owned subsidiary, Assisted 2 Live, Inc., a Florida corporation (“A4L”), which was incorporated on June 15, 2017.

 

On May 31, 2018 and June 6, 2018, we issued 2,300,000 and 750,000 shares of common stock, respectively, to 17 individuals pursuant to the provisions of Section 4(a)(2) of the Securities Act of 1933 (the “Act”) and Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission (“SEC”).

 

During January 2019, we issued an aggregate of 1,100,000 shares of common stock for proceeds of $22,000. The shares of common stock were registered under our Prospectus and sold by our company.

 

Our principal executive office is located at 2382 Bartek Pl., North Port, FL 34289 and our telephone number is (888) 609-1169. Our fiscal year end is November 30.

 

At present, we have generated no revenue, and our business plan has not yet been fully developed. We are a start-up stage company, and our plans are actively under development.

 

 

 

 

 

 
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Our Plan

 

The key philosophy behind A4L is to facilitate the growth of residences that offer a stimulating environment, and provide care that empowers seniors (and young people in specific circumstances) to live an independent and fulfilling life, while attentively being available to take care of their housekeeping, transportation, medical, toileting, dressing and cooking needs.

 

Our company, through the experience of our principal officers, will grow to become a touch-stone resource for anyone wishing to do business in the ALF field. With Florida as a test market, clients will be guided through every stage of the licensing and structural process required towards establishing an ALF. We will also assist in the operation of a new ALF hand-in-hand with the owners to ensure that the facilities are established and functioning smoothly, from physical site planning to optimizing care levels and strategies for the various populations in need.

 

Our company will charge a fee for these services, whereby a prospective ALF operator can choose the specific area of expertise in which they require developmental assistance, and pay according to incremental needs. Clients can simply opt for consultation in licensing, or physical space configuration, staffing requirements and certifications, resident referrals, or other details of the ALF environment. From isolated consultations, to an option whereby our company will set-up and walk clients through every step of the ALF process, and oversee the project for 6 months to ensure a smooth emergence into the marketplace,

 

In addition to acting as a facilitator of assisted living projects and related services, we are assessing the viability of acquiring a property and converting it into an assisted living facility. As of now, our company does not own any property, nor do we have any short-term intent to do so.

 

Implications of Being an Emerging Growth Company

 

We currently qualify as an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced reporting requirements that are otherwise applicable to public companies. These reduced reporting requirements include:

 

 

 

 

 

 

 

 

·not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

 

 

 

 

 

 

 

 

·reduced disclosure obligations regarding executive compensation in this prospectus and in our periodic reports, proxy statements and registration statements; and

 

 

 

 

 

 

 

 

·not being required to hold a nonbinding advisory vote on executive compensation or to seek stockholder approval of any golden parachute payments not previously approved.

 

 

 

 

 

We may continue to take advantage of these reduced reporting obligations until November 30, 2023. However, if certain events occur prior to such date, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we would cease to be an emerging growth company.

 

We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation and other matters in this prospectus and other filings we make with the SEC. As a result, the information that we provide to our stockholders is different than the information you might receive from other public reporting companies in which you hold equity interests.

 

The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of this exemption and, therefore, we are not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

 

 

 

 

 

 

 
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THE OFFERING

 

We have authorized capital stock consisting of 125,000,000 shares, which consists of 100,000,000 shares of common stock with a par value of $0.0001 and 25,000,000 preferred shares with a par value of $0.0001.

 

As of the date of this Prospectus, we have 14,150,000 shares of common stock issued and outstanding. Through this Offering, we will register a total of 8,050,000 shares of common stock. These shares represent 1,100,000 shares of common stock previously sold by us under this offering, up to 3,900,000 additional shares to common stock to be issued by us and 3,050,000 shares of common stock by our selling stockholders. We may endeavor to sell all 3,900,000 shares of common stock after this Registration Statement becomes effective. Upon effectiveness of this Registration Statement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price of $0.02 per share for the duration of the Offering. There is no arrangement to address the possible effect of the Offering on the price of the stock. We will receive all proceeds from the sale of our shares of common stock, but we will not receive any proceeds from the selling stockholders.

 

The primary offering on behalf of our company is separate from the secondary offering of the selling stockholder’s in that the proceeds from the shares of common stock sold by the selling stockholder’s will go directly to them, not to the company. The same idea applies if our company approaches or is approached by investors who then subsequently decide to invest in our company, those proceeds would then go to the company.

 

 

 

 

 

 

Securities being offered by the Company

3,900,000 shares of common stock, at a fixed price of $0.02 offered by us in a direct offering. Our Offering will terminate upon the earliest of (i) such time as all of the shares of common stock have been sold pursuant to the registration statement; or (ii) 365 days from the effective date of this Prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason, terminate the Offering.

 

 

 

 

Securities being offered by the Selling Stockholders

3,050,000 shares of common stock, at a fixed price of $0.02 offered by selling stockholders in a resale offering. The Offering will terminate upon the earliest of (i) such time as all of the shares of common stock have been sold pursuant to the registration statement; or (ii) 365 days from the effective date of this Prospectus, unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the Offering.

 

 

 

 

Offering Price per share

We and the selling stockholders will sell the shares at a fixed price of $0.02 for the duration of this Offering.

 

 

 

 

Number of shares of Common Stock outstanding before the offering of Common Stock

14,150,000 shares of common stock are currently issued and outstanding.

 

 

 

 

Number of shares of Common Stock outstanding after the Offering of Common Stock

18,050,000 shares of common stock will be issued and outstanding if we sell all of the shares we are offering.

 

 

 

 

The minimum number of shares to be sold in this offering

None.

 

 

 

 

 

 

 

 

 
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Market for the Common Stock

There is no public market for our shares of common stock. The price per share is $0.02.

   

We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for our common stock may not develop.

  

The offering price for the shares will remain at $0.02 per share for the duration of the Offering.

 

 

 

 

 

Termination of the Offering

This Offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the SEC; or (ii) the date on which all 3,900,000 shares registered hereunder have been sold. We may, at our discretion, extend the Offering for an additional 90 days. At any time and for any reason, we may also terminate the Offering.

 

 

 

 

Terms of the Offering

Our President will sell the 3,900,000 shares of common stock on behalf of our company, upon effectiveness of this registration statement, on a best efforts basis.

 

 

 

 

Registration Costs

We estimate our total offering registration costs to be approximately $25,000.

 

 

 

 

Risk Factors

See “Risk Factors” and the other information in this Prospectus for a discussion of the factors you should consider before deciding to invest in our common stock.

 

 

 

 

 

 
 
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You should rely only on the information contained in this Prospectus and the information we have referred to you. We have not authorized any person to provide you with any information about this Offering, our company, or the shares of common stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.

 

RISK FACTORS

 

Please consider the following risk factors and other information in this Prospectus relating to our business before deciding to invest in our common stock.

 

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this Prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. If listed, the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

We consider the following to be material risks for an investor regarding this Offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.

 

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

 

Risks Related to Our Business and Industry

 

Because we operate in a highly competitive industry, our revenues or profits could be harmed if we are unable to compete effectively.

 

The assisted living industry is highly competitive. We compete with numerous other companies that provide long-term care alternatives such as home healthcare agencies, community-based service programs, retirement communities, convalescent centers and other senior living and ancillary services providers, including not-for-profit entities. These entities may have longer operating histories and have greater revenue and resources than we do. If we cannot compete effectively, we may not generate substantive revenue or profits which could negatively impact the value of our common stock.

 

We will require additional funds in the future to achieve our current business strategy. Our inability to obtain funding could cause our business to fail.

 

We will need to raise additional funds through public or private debt or equity sales in order to fund our future. These financings may not be available when needed. Even if these financings are available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing could have an adverse effect on our ability to implement our current business plan and develop our operations, and as a result, could require us to diminish or suspend our operations and possibly cease our existence.

 

Even if we are successful in raising capital in the future, we will likely need to raise additional capital to continue and/or expand our operations. If we do not raise the additional capital, the value of any investment in our company may become worthless. In the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan.

 

 
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If we were to lose the services of Romulus Barr or Anca Barr, we may not be able to execute our business strategy.

 

We currently depend on the continued services and performance of our management team, Romulus Barr, our president and Anca Barr, our secretary and treasurer. Mr. Barr owns a Florida-based assisted living facility but does not manage or operate it; he owns the physical property and leases out its operations to a third party. Hence, Mr. Barr is free to devote 20-30 hours per week on the Company’s operations, however, the potential loss of Mr. Barr’s services for whatever reason would represent a risk and have an adverse effect on our ability to grow our business. Also, the loss of the services of Anca Barr would also represent a risk to the Company and its ability to execute its business plan. Currently, Ms. Barr devotes 20 hours per week to the Company’s operations.

 

In addition, competition for senior executives and key personnel in our industry is intense and we may be unable to retain our senior executives and key personnel, or attract and retain new senior executives and key personnel in the future, in which case, our business may be severely disrupted.

 

If we are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.

 

Our future success depends on our continuing ability to hire, develop, motivate and retain skilled personnel for all areas of our organization. Competition in our industry for qualified employees is very competitive. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

 

We have generated no revenue to date since our inception.

 

We are a start-up stage company. We have generated no revenue to date and may be unable to generate any or any significant amounts of revenue in the future. Because we may not be able to generate revenue or any significant amounts of revenue in the future our common stock may become worthless.

 

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small developing company. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.

 

We have only recently begun operations. Our plan is to operate through our wholly-owned subsidiary Assisted 2 Live, Inc. The likelihood of our success must be considered in light of the expenses and difficulties in development of a customer base, attaining and retaining customers and obtaining financing to meet the needs of our plan of operations. Since we have a limited operating history, we may not be profitable and we may not be able to generate revenues to meet our expenses and support our anticipated activities.

 

We are an early stage company with an unproven business strategy and may never be able to fully implement our business plan or achieve profitability.

 

We are at an early stage of development of our operations as a company. We have only recently started to operate business activities and have generated no revenue from such operations. A commitment of substantial resources to conduct time-consuming research in many respects will be required if we are to complete the development of our company into one that is more profitable. There can be no assurance that we will be able to fully implement our business plan at reasonable costs or successfully operate. We expect it will take several years to implement our business plan fully, if at all.

 

The recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.

 

 
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The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. Our company meets the definition of an “emerging growth company” and so long as we qualify as an “emerging growth company,” we will, among other things:

 

 

·be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;

 

 

 

 

·be exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;

 

 

 

 

·be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and

 

 

 

 

·be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

 

Although our company is still evaluating the JOBS Act, we currently intend to take advantage of all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company”. Our company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that our company’s independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our company’s internal control over financial reporting so long as we qualify as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company”, our company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. As a result, investor confidence in our company and the market price of our common stock may be adversely affected.

 

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our company’s results of operations and financial prospects.

 

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

 
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In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

 

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

 

Due to the fact that we are a publicly reporting company we will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.

 

Our management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary to remain as an SEC reporting Company, will be costly because an external third party consultant(s), attorney, or firm may have to assist us in following the applicable rules and regulations for each filing on behalf of the company.

 

We currently do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and director have limited experience as an officer or director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.

 

Moreover, if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

 

Our officers and director lack experience in, and with, the reporting and disclosure obligations of publicly-traded companies.

 

Our officers and director lack experience in, and with the reporting and disclosure obligations of publicly-traded companies, and with serving as an officer and or director of a publicly-traded company. This lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable harm due to our officers’ and director’s ultimate lack of experience in our industry and with publicly-traded companies and their reporting requirements in general.

 

The impact of ongoing health care reform efforts on our business cannot accurately be predicted.

 

 
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The health care industry in the United States is subject to fundamental changes due to ongoing health care reform efforts and related political, economic and regulatory influences. Notably, the Affordable Care Act resulted in expanded health care coverage to millions of previously uninsured people beginning in 2014 and has resulted in significant changes to the United States health care system. To help fund this expansion, the Affordable Care Act outlines certain reductions for Medicare reimbursed services, including skilled nursing, home health, hospice and outpatient therapy services, as well as certain other changes to Medicare payment methodologies. This comprehensive health care legislation has resulted and will continue to result in extensive rulemaking by regulatory authorities, and also may be altered, amended, repealed or replaced. It is difficult to predict the full impact of the Affordable Care Act due to the complexity of the law and implementing regulations, as well our inability to foresee how Centers for Medicare & Medicaid Services and other participants in the health care industry will respond to the choices available to them under the law. We also cannot accurately predict whether any new or pending legislative proposals will be adopted or, if adopted, what effect, if any, these proposals would have on our business. Similarly, while we can anticipate that some of the rulemaking that will be promulgated by regulatory authorities will affect us and the manner in which we are reimbursed by the federal reimbursement programs, we cannot accurately predict today the impact of those regulations on our business. The provisions of the legislation and other regulations implementing the provisions of the Affordable Care Act or any amended or replacement legislation may increase our costs, decrease our revenues, expose us to expanded liability or require us to revise the ways in which we conduct our business.

 

In addition to its impact on the delivery and payment for health care, the Affordable Care Act and the implementing regulations have resulted and may continue to result in increases to our costs to provide health care benefits to our employees. We also may be required to make additional employee-related changes to our business as a result of provisions in the Affordable Care Act or any amended or replacement legislation impacting the provision of health insurance by employers, which could result in additional expense and adversely affect our results of operations and cash flow.

 

Risks Related to our Financial Statements, Management, Common Stock and this Offering

 

Our limited operating history makes it difficult for us to accurately forecast net sales and appropriately plan our expenses.

 

We have a very limited operating history. As a result, it is difficult to accurately forecast our net sales and plan our operating expenses. This inability could cause our net income, if there is any income at all, in a given quarter to be lower than expected.

 

We do not intend to pay dividends on our common stock.

 

We have no intention to declare or pay any cash dividend on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.

 

Our securities have no prior market and an active trading market may not develop, which may cause our common stock to trade below the initial public offering price.

 

Prior to this offering there has been no public market for our common stock. The initial public offering price for our common stock is fixed at $0.02 per share. This offering is being made on a self-underwritten, “best efforts” basis. The fixed price that our common stock is offered at pursuant to this offering is not indicative of the market price of our common stock after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

 

We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

 

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

 

In order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTCQB. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

 

 
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We may, in the future, issue additional shares of our common stock, which may have a dilutive effect on our stockholders.

 

Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, of which 14,150,000 shares are issued and outstanding as of May 24, 2019. The future issuance of our common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

We may issue shares of preferred stock in the future which may adversely impact your rights as holders of our common stock.

 

Our Articles of Incorporation authorizes us to issue up to 25,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. At this time, we have no shares of preferred stock issued and outstanding.

 

Our preferred stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

 

Risks Related to this Offering

 

Investors cannot withdraw funds once invested and will not receive a refund.

 

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to our company and or our subsidiary, Assisted 2 Live, Inc. and held in our corporate bank account if the Subscription Agreements are in good order and our company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use of or right to the return of such funds.

 

Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at, or above, the initial public offering price and the price of our common stock may fluctuate significantly.

 

After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

 

 

·changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the leisure travel environment;

 

 

 

 

·changes in key personnel;

 

 

 

 

·entry into new geographic markets;

 

 
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·actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;

 

 

 

 

·fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors;

 

 

 

 

·the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

 

 

 

 

·announcements relating to litigation;

 

 

 

 

·guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

 

 

 

 

·changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

 

 

 

 

·the development and sustainability of an active trading market for our common stock;

 

 

 

 

·future sales of our common stock by our officers, directors and significant stockholders; and changes in accounting principles.
 

These and other factors may lower the market price of our common stock regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below the initial public offering price.

 

If an active, liquid trading market for our common stock does not develop, you may not be able to sell your shares quickly or at or above the initial offering price.

 

There has not been a public market for our common stock. An active and liquid trading market for our common stock may not develop or be sustained following this offering. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. You may not be able to sell your shares quickly or at or above the initial offering price. The initial public offering price will be determined by negotiations with the representatives of the underwriters. This price may not be indicative of the price at which our common stock will trade after this offering, and our common stock could trade below the initial public offering price.

 

We may be subject to the penny stock rules which will make shares of our common stock more difficult to sell.

 

We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

 

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

 

 
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We are selling the shares of this offering without an underwriter and may be unable to sell any shares.

 

This offering is self-underwritten, which means that we are not going to engage the services of an underwriter to sell the shares. We intend to sell our shares through our President, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares of our company’s offering, we may have to seek alternative financing to implement our business plan.

 

Due to the lack of a trading market for our securities you may have difficulty selling any shares you purchase in this offering.

 

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTCQB. The OTCQB is a regulated quotation service that display real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not an issuer listing service, market or exchange. Although the OTCQB does not have any listing requirements per se, to be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority.

 

If we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTCQB. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 to 60-day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved, and our stock listed and quoted for sale.

 

As of the date of this filing, there have been no discussions or understandings between our company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 

We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.

 

The estimated cost of this registration statement is $25,000. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTCQB. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 months will be approximately $30,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB.

 

SUMMARY FINANCIAL DATA

 

The following table presents a summary of certain of our historical financial information. Historical results are not necessarily indicative of future results and you should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. The summary financial data as of and for the period ended February 28, 2019 was derived from our unaudited interim financial statements included elsewhere in this prospectus. The summary financial data as of and for the year ended November 30, 2018 and for the period from inception (May 24, 2017) to November 30, 2017 was derived from our audited financial statements included elsewhere in this prospectus. The summary financial data in this section is not intended to replace the financial statements and is qualified in its entirety by the financial statements and related notes included elsewhere in this prospectus.

 

 
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Three Months

 

 

 

 

 

From Inception

 

 

 

Ended

 

 

Year Ended

 

 

(May 24, 2017) to

 

 

 

February 28,

 

 

November 30,

 

 

November 30,

 

Statement of Operations Data:

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$4,500

 

 

$18,700

 

 

$4,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

5,352

 

 

 

21,178

 

 

 

8,713

 

Professional fees

 

 

8,615

 

 

 

24,487

 

 

 

1,184

 

Total operating expenses

 

 

13,967

 

 

 

45,665

 

 

 

9,897

 

Net loss

 

$(9,467)

 

$(26,965)

 

$(5,397)

Net loss per common share

 

$(0.00)

 

$(0.00)

 

$(0.00)

Weighted average number of shares outstanding, basic and diluted

 

 

13,536,667

 

 

 

11,525,205

 

 

 

10,000,000

 

 

 

 

As of
February 28,

 

 

As of November 30,

 

Balance Sheet Data:

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$36,078

 

 

$21,019

 

 

$11,737

 

Total assets

 

$36,078

 

 

$21,019

 

 

$16,737

 

Total liabilities

 

$5,407

 

 

$2,881

 

 

$2,134

 

Additional paid-in capital

 

$71,085

 

 

$49,195

 

 

$19,000

 

Accumulated deficit

 

$(41,829)

 

$(32,362)

 

$(5,397)

Total stockholders’ equity

 

$30,671

 

 

$18,138

 

 

$14,603

 

 

USE OF PROCEEDS

 

The following table details our company's intended use of proceeds from this Offering for the first twelve (12) months after successful completion of the Offering.  None of the expenditures itemized are listed in any particular order of priority or importance.  Since our company does not intend to pay any Offering expenses from the proceeds from this Offering, and assuming that $100,000 (100%), $75,000 (75%), $50,000 (50%), or $25,000 (25%) of the Offering is sold, the gross aggregate proceeds will be allocated as follows:

  

Expenditure Item*

 

100%

 

 

75%

 

 

50%

 

 

25%

 

Professional Fees

 

$20,000

 

 

$20,000

 

 

$20,000

 

 

$20,000

 

DTC-Eligibility Fees

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

 

 

-

 

Website Design and Development

 

 

8,000

 

 

 

6,000

 

 

 

4,000

 

 

 

1,500

 

Advertising and Marketing

 

 

23,000

 

 

 

18,000

 

 

 

8,000

 

 

 

2,500

 

Office and Miscellaneous Expenses

 

 

5,000

 

 

 

3,000

 

 

 

2,500

 

 

 

1,000

 

Working Capital

 

 

34,000

 

 

 

18,000

 

 

 

5,500

 

 

 

-

 

Total

 

$100,000

 

 

$75,000

 

 

$50,000

 

 

$25,000

 

   

 
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There is no minimum amount we are required to raise in this Offering, and any funds received will be immediately available to us.

 

*The above expenditures are defined as follows:

 

Professional Fees: Pertains to legal services and accounting fees that will be incurred by the Company for maintaining fully reporting status with the SEC.

 

DTC-Eligibility Fees: Pertains to the cost to apply for our shares to be eligible for trading with the Depository Trust Corporation ("DTC"). Please refer to the heading "our shares may not become eligible to be traded electronically which would result in brokerage firms being unwilling to trade them", under risks for our common stock for an explanation of the importance of DTC-eligibility.

 

Website Design and Development: Pertains to the payments that will be made to design and develop our websites. This will be to develop our main branded www.assisted4living.com and Florida-based www.assisted2live.com.

 

Advertising and Marketing: Pertains to the cost of advertising and marketing our products in our selected target market (Florida).

 

Office and Miscellaneous Expenses: These are the costs of operating our office, including telephone services, mail, stationery, accounting, office supplies, bank service fees and charges, and other miscellaneous expenses associated with running our office.

 

Working Capital: Pertains to the funds allocated to general working capital. Funds will be used to cover short falls in other areas, if applicable, during the next 12 months.

 

There is no assurance that we will be able to raise the entire $100,000 with this Offering. Therefore, the following details how we will use the proceeds if we raise only 75%, 50%, or 25% of this Offering:

 

If only 75% ($75,000) of this Offering is sold, we estimate that this would still provide sufficient capital to develop and build out our websites, properly market our ALF consulting service, and cover our office expenses. We would also have a smaller amount working capital to utilize, but still enough to capitalize on differing marketing opportunities when then they come up, or cover deficiencies in other areas.

 

If only 50% ($50,000) of this Offering is sold, we will have to reduce our short-term goals. We will still be able to develop our websites, but it will not be as effective as what we would be able to create at the higher funding levels. We will also still be able to market our consulting services through our website platform, but again it will not on the same scale. Our offices expenses will have to be curtailed, as well as our ability to utilize working capital.

 

If 25% ($25,000) of this Offering is sold, we would still incur expected professional (legal and accounting) fees of $20,000, which will have to be paid to maintain reporting status during the next 12 months. This would substantially hinder the development of our business and our ability to generate sufficient revenues. Our websites and marketing would be rudimentary, our office expenses cut to a minimum, and there will be insignificant working capital. In short, we would not be able to develop our business and/or generate sufficient revenues in the first year without additional financing. Further, we would not be able to pay for making our securities DTC-Eligible, and, thus, it is unlikely an investor in this Offering would be able to trade his or her shares in a public market, should a public market even be achieved.

 

If we do not raise sufficient funds to pay professional fees, estimated to be $20,000 for the first 12 months, we would not be able to remain reporting with the SEC, and, therefore, we would not be able to obtain a OTCQB quotation.

 

We feel that we need to raise a minimum of $75,000 in Offering proceeds in order to implement our business plan and support our operations for the next 12 months.

 

DETERMINATION OF OFFERING PRICE

 

Prior to this Offering there has been no public market for our common stock. The price of the current Offering is fixed at $0.02 per share. The offering price has been arbitrarily determined by our company and bears no relationship to assets, earnings, or any other valuation criteria.

 

DILUTION

 

The price of the current Offering is fixed at $0.02 per share. If a prospective investor purchases our common shares, that investor will incur immediate, substantial dilution based on the difference between the public offering price per share that investor will pay in this offering and the net tangible book value per share of common stock immediately after this offering.

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

 

 
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We intend to sell up to 3,900,000 shares of our common stock in a direct offering and 3,050,000 shares of common stock, offered by selling stockholders in a resale offering. We were initially capitalized by the sale of our common stock. The following table sets forth the number of shares of common stock purchased from us, the total consideration paid and the price per share. The table assumes all remaining 6,950,000 shares of common stock will be sold.

 

 

 

 Shares Issued

 

 

 Total Consideration

 

 

 

 Number

 

 

 Percent

 

 

 Amount

 

 

 Percent

 

Existing Shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

Officers and directions

 

 

10,000,000

 

 

 

55%

 

$20,000

 

 

 

13%

Selling shareholders

 

 

3,050,000

 

 

 

17%

 

 

30,500

 

 

 

20%

Shares issued under the Prospectus

 

 

1,100,000

 

 

 

6%

 

 

22,000

 

 

 

15%

Total existing shareholders

 

 

14,150,000

 

 

 

78%

 

$72,500

 

 

 

48%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchasers of Shares

 

 

3,900,000

 

 

 

22%

 

$78,000

 

 

 

52%

Total

 

 

18,050,000

 

 

 

100%

 

$150,500

 

 

 

100%

  

The following table, as of February 28, 2019, sets forth the difference between the offering price of the shares of our common stock being offered by us, the net tangible book value per share, and the net tangible book value per share after giving effect to the offering by us, assuming that 25%, 50%, 75% and 100% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities divided by the number of shares outstanding as of the date of this Prospectus. Totals may vary due to rounding.

 

 

 

 If 25% of

 

 

 If 50% of

 

 

 If 75% of

 

 

 If 100% of

 

 

 

 shares sold

 

 

 shares sold

 

 

 shares sold

 

 

 shares sold

 

Offering price per share

 

$0.02

 

 

$0.02

 

 

$0.02

 

 

$0.02

 

Book value before offering

 

$0.0022

 

 

$0.0022

 

 

$0.0022

 

 

$0.0022

 

Pro forma book value per share after offering

 

$0.0017

 

 

$0.0028

 

 

$0.0038

 

 

$0.0046

 

Increase (decrease) per share attributable to offering

 

$(0.0005)

 

$0.0006

 

 

$0.0016

 

 

$0.0024

 

Dilution to new shareholders

 

$0.0183

 

 

$0.0172

 

 

$0.0162

 

 

$0.0154

 

  

Net Value Calculation

 

 

 

If 25% of

 

 

If 50% of

 

 

If 75% of

 

 

If 100% of

 

Numerator:

 

shares sold

 

 

shares sold

 

 

shares sold

 

 

shares sold

 

Net tangible book value before the Offering

 

$30,671

 

 

$30,671

 

 

$30,671

 

 

$30,671

 

Net proceeds from this Offering

 

 

19,500

 

 

 

39,000

 

 

 

58,500

 

 

 

78,000

 

Registration Cost

 

 

(25,000)

 

 

(25,000)

 

 

(25,000)

 

 

(25,000)

 

 

$25,171

 

 

$44,671

 

 

$64,171

 

 

$83,671

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares outstanding prior to this Offering

 

 

14,150,000

 

 

 

14,150,000

 

 

 

14,150,000

 

 

 

14,150,000

 

Common shares to be sold in this offering

 

 

975,000

 

 

 

1,950,000

 

 

 

2,925,000

 

 

 

3,900,000

 

 

 

 

15,125,000

 

 

 

16,100,000

 

 

 

17,075,000

 

 

 

18,050,000

 

 

SELLING SHAREHOLDERS

 

The shares being offered for resale by the selling shareholders consist of 3,050,000 shares of common stock.

 

The following table sets for the names of the selling shareholders, the number of common stock beneficially owned by the selling shareholder, as of September 30, 2018 , and the number of shares of common stock being offered by the selling shareholder. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholder may offer all or part of the shares for resale from time to time. However, the selling shareholders are under no obligation to sell all of any portion of such shares nor is the selling shareholder obligated to sell any shares immediately upon effectiveness of this Prospectus. All information with respect to share ownership has been furnished by the selling shareholder.

 

 
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Name of Selling Shareholder

 

Common stock owned prior to Offering

 

 

Common stock to be sold

 

 

Common stock owned after Offering (assuming all shares are sold)

 

Percent of Common stock owned after Offering (assuming all shares are sold)

 

Maria Barr(1)

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Timothy Conte

 

 

100,000

 

 

 

100,000

 

 

Nil

 

 

0%

Bryan Doty

 

 

100,000

 

 

 

100,000

 

 

Nil

 

 

0%

Vincent Fiscella

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Barry Gerber

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Cheryl Jackson

 

 

100,000

 

 

 

100,000

 

 

Nil

 

 

0%

Dawn Kristol

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Lucia Mulas

 

 

100,000

 

 

 

100,000

 

 

Nil

 

 

0%

Janice Powell

 

 

300,000

 

 

 

300,000

 

 

Nil

 

 

0%

Joshua Powell

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

David Rose

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Robyn Sturney-Toth

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Joseph Whitesides

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Joshua David

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Garnik Hakobyan

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Artak Noravyan

 

 

200,000

 

 

 

200,000

 

 

Nil

 

 

0%

Mary Catherine Redfern

 

 

150,000

 

 

 

150,000

 

 

Nil

 

 

0%
 

(1) Maria Barr is the mother of Romulus Barr and Anca Barr.

 

PLAN OF DISTRIBUTION

 

Our company has 14,150,000 shares of common stock issued and outstanding as of the date of this Prospectus. Pursuant to this Offering our company is registering for sale 3,050,000 shares of common stock held by 17 existing shareholders at a fixed price of $0.02 per share for the duration of the Offering. Our company is also registering an additional 3,900,000 shares of common stock for sale at a fixed price of $0.02 per share for the duration of the Offering.

 

There is no arrangement to address the possible effect of the offering on the price of the shares.

 

In connection with our company’s selling efforts in the Offering, Romulus Barr will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Exchange Act.

 

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Romulus Barr will not be compensated in connection with his participation in the Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Barr is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the Offering, Mr. Barr will continue to primarily perform substantial duties for our company or on our behalf otherwise than in connection with transactions in securities. Mr. Barr will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

 

 
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Our company will receive all proceeds from the sale of the 3,900,000 shares of common stock being offered on behalf of our company itself. The proceeds from the 3,050,000 shares of common stock held by the selling shareholders, if sold, will not go to our company, but will go to the shareholder directly. The price per share is fixed at $0.02 for the duration of this Offering. Although our common stock are not listed on a public exchange or quoted over-the-counter, we intend to seek to have our common stock quoted on the OTC Marketplace. In order to be quoted on the OTC Marketplace a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by our company and selling shareholders must be made at the fixed price of $0.02 for the duration of this Offering. Our company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of our company. Further, our company will not offer our shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from our company and/or the purchasers of the share for whom they may at as agents. The common stock sold by our company and the selling shareholders may be occasionally sold in one or more transactions; all shares sold under this Prospectus will be sold at a fixed price of $0.02 per share.

 

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which our company has complied.

 

In addition and without limiting the foregoing, our company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

 

Our company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than $25,000.

  

Procedures for Subscribing to the Shares of Common Stock Offered by our Company

 

If you decide to subscribe for any shares in this Offering that are offered by our company, you must:

 

 

·execute and deliver a subscription agreement; and

 

·deliver a check or certified funds to us for acceptance or rejection

 

All checks for subscriptions must be made payable to Assisted 4 Living, Inc. Wire transfers will also be accepted. We will deliver share certificates attributable to the shares of common stock purchased directly to the purchasers within ninety (90) days of the closing of the Offering.

 

Right to Reject Subscriptions for the Shares of Common Stock Offered by our Company

 

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by regular mail or electronic mail within 48 hours after we receive them.

 

Shares of Common Stock to be Sold by the Selling Shareholders

 

If you decide to subscribe for any shares in this Offering that are offered by the selling shareholders, the selling shareholder(s) will inform you, “the purchaser”, of their preferred method of payment and the procedures they have for subscribing. Procedures may vary from shareholder to shareholder. It should be noted that we will in no way be affiliated with any private transactions in which our selling shareholders sell shares of their own common stock. Selling shareholders may or may not, at their sole discretion, decide to accept or reject subscriptions. Selling shareholders will be responsible for following any applicable laws or regulations with regards to the sale(s) of their own common stock.

 

 
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DESCRIPTION OF SECURITIES

 

We have authorized capital stock consisting of 100,000,000 shares of common stock with par value of $0.0001 and 25,000,000 preferred shares with par value $0.0001. As of the date of this filing we have 14,150,000 shares of common stock, held by approximately 19 shareholders and no preferred shares issued and outstanding.

 

There is currently no established public trading market for our shares of common stock. Pursuant to this Offering, our company is registering for sale 3,050,000 shares of common stock held by 17 existing shareholders at a fixed price of $0.02 per share for the duration of the Offering. Our company is also registering an additional 3,900,000 shares of common stock for sale at a fixed price of $0.02 per share for the duration of the Offering. 3,050,000 shares of our common stock owned by 17 of our existing shareholders is eligible for resale pursuant to Rule 144 of Regulation D of the Securities Act of 1933.

 

Common Stock

 

All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders of our company. All shareholders are entitled to share equally in dividends, if any as may be declared from time to time by our board of directors out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. Shareholders do not have cumulative or preemptive rights. As of the date of this Registration Statement we have 14,150,000 shares of common stock issued and outstanding.

 

Preferred Shares

 

Our Articles of Incorporation authorizes the issuance of up to 25,000,000 preferred shares with designations, rights and preferences to be determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without shareholder approval, to issue Preferred Shares with dividend, liquidation, conversion, voting or other rights which could adversely affecting the voting power or other rights of the shares of common stock. In the event of issuance, the preferred shares could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company. Although we have no present intention to issue any of our preferred shares, there can be no assurance that we will not do so in the future. We have no preferred shares issued and or outstanding as of the date of this Registration Statement.

 

Options and Warrants

 

None.

 

Convertible Notes

 

None.

 

Dividend Policy

 

We have never declared or paid dividends on our capital stock. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. We do not anticipate paying any dividends on our capital stock in the foreseeable future. Investors should not purchase our securities with the expectation of receiving cash dividends. Any future determination related to our dividend policy will be made at the discretion of our board of directors, subject to limitations imposed by Nevada law regarding the ability of corporations to pay dividends, and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our board of directors may deem relevant.

 

Transfer Agent

 

The transfer agent for our common stock is VStock Transfer, LLC, 18 Lafayette Pl, Woodmere, NY 11598.

 

Penny Stock Regulation

 

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

 

 
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INTEREST OF NAMED EXPERTS AND COUNSEL

 

The validity of the shares of common stock offered hereby will be passed upon for us by Parsons/Burnett/Bjordahl/Hume, LLP.

 

The financial statements including in this Prospectus and the Registration Statement have been audited by Pinnacle Accountancy Group of Utah, to the extent and for the periods set forth in their report appearing elsewhere in this Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

REPORTS TO SECURITIES HOLDERS

 

We will and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for smaller reporting company under the Securities and Exchange Act. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet Site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Plan of Operations

 

The following summary of our results of operations should be read in conjunction with our financial statements included elsewhere in this prospectus.

 

To date, our company has begun to generate initial revenues from our operations.

 

Over the course of the twelve months following this Offering, we plan to utilize any and all funds that we generate through the sale of company shares. The funds will support the costs associated with this offering registration, as well as website marketing and search engine optimization (SEO, and related expenses that pertain to the growth of our business.

  

In terms of our staging, we will also finalize our branding, and optimize our two marketing websites. The websites will be the marketing anchor of our operation and hopefully produce a viable source of leads/clients. Given that Florida is our test market, Assisted2Live.com will be optimized at a state level and target google search keywords that revolve around ‘Assisted Living’, ‘Assisted Living Center,’ and ‘Senior Care.’ A third-party SEO provider has been sourced that has a successful track record of optimizing keywords for Google and Bing searches, so if a prospective client types in ‘Florida Assisted Living Centers,’ our Assisted2Live.com website will hopefully appear at the top of their search. Also, a complementary google pay per click (PPC) campaign, which follows the same principals as search engine optimization, will be undertaken at the same time. Paying for search results in a Pay Per Click campaign often generates quicker results. We do plan on optimizing the Assisted4Living.com website for keywords on a national level, but this will come at a later time and after our Florida test marketing has be optimized.

  

In this early development stage, our company has commenced operations in 2017. Our President, Mr. Barr, through his informal network, has sourced leads of both potential operators and prospective residents that are looking to either open an ALF or live therein. Initial consulting projects have been undertaken, and our company will continue to consult on projects as needed. Again, this initial phase of our development will be small in scale and used as a test for a future scaling-up of operations.

   

 
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The first iteration of our company’s websites was finished in 2017, and these sites do not represent the final product we anticipate, but rather a place to start. An initial Google Adwords marketing campaign (PPC) on Assisted2Live.com website will be launched in late 2018 or early 2019. Our company will also undertake a grassroots marketing effort to canvas Mr. Barr’s network of industry contacts and determine who may be looking to enter the field. The grassroots outreach will encompass attending Florida industry functions and making on-site cold calls to existing ALF facilities. Again, the purpose of the outreach is to create referral opportunities.

 

Our company’s central focus during this start-up phase, that will go through to February 2019, will be to grow our consulting and referral business. Private groups or companies that wish to enter the ALF field will be solicited and signed as clients. Prospective clients will discover our consulting services through our marketing websites or through word of mouth. Our company will also canvas under-serviced communities in the Florida market to see if there are any available grants or incentives that could be used to help our clients fund their acquisitions. Frequently, under-serviced communities are in desperate need to expand the number of available assisted living beds and may be willing to grant incentives. Our company also has a secondary vision to eventually acquire an ALF property of our own, but this would not materialize until well into our development.

 

The second phase of development from February 2019, through to the end of 2019, will see the results of Assisted2Live.com’s SEO website marketing, whereby customers or clients that are looking to enter the ALF field will have found our website on a google search using ‘Assisted Living’ style keywords. Another potential market derived from our website optimization could be families or prospective ALF residents that are searching for good places in to live. If we come across clients that are looking to live in quality ALF facilities, we will refer them to partner properties and derive some type of commission in the process.

 

At the 100% funding level of $100,000, it is estimated that the cost of constructing our websites and staging our SEO marketing efforts will be $31,000. Our company also anticipates putting aside $9,500 to be used for a 3 month pay per click campaign. This campaign will target ‘Assisted Living’ keywords and cause our website to appear in the ‘Ad’ section of a google search. The ‘Ad’ section of a google search highlights sponsored links or those who have paid to appear. The rest of the funds will be used for professional fees and DTC eligibility, or kept in reserve. Our company has initiated some small consulting projects over the past number of months and the proceeds of these jobs has gone to support the day to day travel and other business-related expenses. Presently our company only has the resources to grow the consulting side of our business, and is not able to purchase of any property or business.

 

Our company is confident that we will reach our $100,000 funding goal; however, if our company needs more capital in the future we may contemplate a further issuance of shares, or perhaps acquire funds from a lender. Our company may also support further growth solely through the proceeds of our consulting business; however, to date, the proceeds have only covered a few basic expenses.

 

The officers, during this start-up phase, will work from their respective home offices, and no office space (or overhead) will be required. As our company grows, office space may be added in the future.

 

The officers will also use their own personal vehicles to meet with partners and potential clients.

  

All of the uses for the proceeds we hope to generate through the sale of our shares will remain the same, but the scale upon which they are implemented will vary. As a result, if we are not able to allocate enough funds towards our operating initiatives in the next twelve months the results of our operations may materially suffer.

 

Principal Products, Services and Their Markets

 

A4L is a facilitator of assisted living projects and related services. Our company has positioned itself as a resource for individuals or private groups that wish to enter and operate within the ALF industry. Our company’s first target market will be Florida, and will operate within the State through its solely owned subsidiary Assisted 2 Live, Inc. The target is to use Florida as a test market to better define our consulting processes, and ultimately become a national presence in the assisted living field. The barriers to entering the ALF space are considerable and require a detailed understanding of each State’s regulatory environment and processes. There is a myriad of steps to properly set up an ALF residence, included, but not limited to licensing, building codes, medical care requirements, staffing and industry regulations. Our company is designed to mentor prospective ALF clients and assist them through every step of the start-up process, working with them to ensure that their facility gets off to a proper and sustainable start.

   

 
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The ALF industry is rapidly growing, and the skewed demographics of the current aging population will only further this industry interest and population need. There are approximately one million seniors in the U.S.A. who are currently residents of an Assisted Living Facility. And the numbers are expected to grow as our aging population reaches the point where they begin to experience declines in their various physical, intellectual and social mental abilities and overall health. ALF residences offer people with mild health problems a uniquely supportive environment in which to live, being tailored to provide a ‘home-like’ atmosphere where residents enjoy all their familiar comforts, with the advantage of being in a stimulating social community and not an ‘institutionalized’ feel. Additionally, however, they may also receive supplemental medical supervision and minor medical care, alongside the essentials for daily-living help.

 

A typical assisted living resident is a senior citizen (mostly 75 years of age and older), who has suffered a mild decline in their health due to illness, injury or general aging. Challenges can range from simple tasks such as bathing or dressing, to more complicated demands such as coordinating home maintenance and issues of safety. However, not all assisted living residents are senior citizens, as at any point in life the onset of acute illness or progressive decline in the younger years in either cognitive or physical ability are ALF candidates, and can greatly benefit from the support in regaining a degree of critical independence. Hence, there is an even broader provider market beyond the senior care with which ALF’s have been traditionally associated.

 

The key philosophy behind A4L is to facilitate the growth of residences that offer stimulating environments and provide care that empowers seniors (and young people in specific circumstances) to live as independent, while attentively being there to look after their housekeeping, transportation, medical, toileting, dressing, and cooking needs.

 

Our company, through the experience of our principal officers, will grow to become a resource for anyone wishing to get into the ALF field. With Florida as a test market, clients will be guided through every stage of the licensing and structural process required towards establishing an ALF. We will also operate the newly minted ALF hand-in-hand with the owners to ensure that the facilities are established and functioning smoothly, working from the ground up on physical site planning to optimizing care levels and strategies for the various populations in need.

 

Our company will charge a fee for these services, whereby a prospective ALF operator can choose the specific area of expertise in which they require developmental assistance, and pay according to such incremental needs. Clients can opt for consultation in licensing, or physical space configuration, staffing requirements and certifications, resident referrals, or other details of the ALF environment. From isolated consultations, to an option whereby our company will set-up and walk with clients through every step of the ALF process, and oversee the project for 6 months to ensure a smooth emergence into the marketplace,

 

Distribution Methods

 

Potential clients will find A4L services through two primary channels: the first is through referrals generated from an informal network of industry contacts, and the second is through a nationally optimized www.Assisted4Living.com website. The website will be optimized for keywords that are related to the assisted living industry. In Florida, the www.Assited2Live.com website will be created and locally optimized to help generate regional business. We will also create on-line Google and Facebook ads that target keywords such as ‘Assisted Living,’ and ‘Assisted Living Facilities’. And in addition to this, the company will look to take out print ads in publications such as AARP magazine.

 

Status of Publicly Announced New Products or Services

 

A4L has no new publicly announced products or services.

 

 
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Competitive Business Conditions and Strategy; Assisted4Living’s Position in the Industry

 

A4L will initially compete with other ALF companies that are currently in the Florida market. Large nationally-recognized companies such as Life Care Center of America and Brookdale Senior living would be rivals, as well as smaller regional operators such as South Port Square and Genesis Healthcare. It is possible that new or prospective ALF operators will gravitate to these larger entities for guidance, however, based on the personal history of our company’s officers in the Florida market, we are experienced, connected, and able to compete. We will also compete with these larger firms for prospective ALF residents. While there are established and strong competitors in the Florida ALF market, however, the industry is growing and we are positioning ourselves to be a niche player as a resource-intensive consulting company providing a highly personalized approach to the ALF marketplace.

 

While A4L can take on the regulatory and logistical challenges of opening a large ALF center (60 beds+), we are focusing our efforts on smaller, more family-oriented projects (with as few as 4 residents). Keeping an ALF from 4-16 residents can maintain the personal home-style context. We are structuring our consulting approach to target this area and view it as an unrealized niche growth opportunity. The barriers to developing a small-scale ALF project are also significantly less than those for constructing and conforming to the regulatory steps of larger, more industrial-sized projects.

 

Our company will also pursue the opportunity of starting its own small-scale ALF projects, with the specific goal of creating turn-key start-ups. We will source properties and either lease or purchase them, engage with the Agency of Health Administration (AHCA) for licensing, and make necessary renovations to comply with regulations from agencies such as Emergency Management and the Department of Health. Staff will be sourced and trained, and residents will be found and placed. The concept will be to have a fully licensed, staffed, and populated center that can in turn be marketed to prospective buyers. Interested prospects will be given the opportunity to purchase the business and the property, or simply the business, with the Company keeping ownership of the actual residence.

 

We are also looking to create a branch of the business that exclusively deals in referrals (seniors that are looking for an ALF). Through our network of industry contacts and the optimization of our digital website, ALF prospects will come to us and can be placed either in our growing network of homes, or, depending upon the needs of the client, be placed in competitor facilities. A typical referral fee of one month’s rent is the industry norm for a qualified referral - and the average monthly rent in an ALF is $3,300.

 

Talent Sources and Names of Principal Suppliers

 

Our success will depend on the quality of our leadership and their ability to leverage industry knowledge and contacts. Our company will be headed by Romulus Barr, a seventeen-year veteran of the assisted living industry. Romulus has owned and operated an ALF center in Portland, OR, and currently owns a 16-bed facility in Punta Gorda, Florida. The one facility that Romulus currently owns is not operated by him, but rather has been leased to a third party operator. Mr. Barr’s has a broad understanding of the dynamics on the ALF field, consults on ongoing projects, and developed a standardized ‘Emergency Plan’ that was adopted for use by the State of Florida. Having operated in Florida for the past 10 years, Mr. Barr has developed close relationships with local SW Florida case workers, guardians, and AHCA Florida State regulators. In short, Mr. Barr has a network of industry contacts and a deep understanding of the ALF industry. Mr. Barr hopes to expand this success beyond Florida to other states.

 

Anca Barr has also worked closely with the Agency for Health Administration (AHCA- Licensing), the Department of Children and Families (case work and resident placements), and the Department of Health (food storage, preparation, and service). Ms. Barr has also worked on a day-to-day basis with ALF centers, and has extensive experience on how to establish centers, care for the residents, manage staffing and budgets, as well as coordinate with medical professionals and regulatory agencies.

 

Together, both Romulus and Anca provide our company with substantial experience within the industry.

 

 
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Research and Development

 

Since inception, no funds have been expensed on research and development. There are no extra research or development costs as the principals are donating their time and energy in this start-up phase.

 

Employees

 

We have no employees. Initially, our officers and directors furnish their time to the development of the Company at no cost. We do not foresee hiring any employees in the near future. We will engage independent contractors to help design and develop our website and marketing efforts as may be required.

 

Dependence on one or a few major customers

 

A4L will not be dependent on any one customer for our success. Multiple customers and clients will be solicited, and multiple partners sourced to ensure a balanced mix of potential leads.

 

Patents, Trademarks, Licenses, Agreements or Contracts

 

There are no aspects of our business plan which require a patent or trademark. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.

 

Governmental Controls, Approval and Licensing Requirements

 

We will be subject to state and local regulation as it pertains to assisted living centers. In Florida, our activities will subject to the approvals and licensing of the Agency for Health Care Administration (AHCA). AHCA regulates all aspects of owning and operating an assisted living center. This agency is responsible for approving new ALF licenses, regulating existing licenses, enforcing codes, as well as ensuring the proper implementation of Emergency Plans. The Florida Department of Agriculture, Division of Food Safety Amy also regulate our centers, since some of our clients may provide food service, and must comply with safe food standards.

   

If our clients end up dealing with clients on Medicaid, state case workers will also be engaged and have an impact on our business. Other states have their own regulatory agencies who oversee assisted living facilities, and who will need to be engaged when and if we decide to expand beyond the Florida test market.

 

Properties

 

Our principal executive office is located at 2382 Bartek Pl., North Port, FL 34289. This property is provided to our company by our president, free of charge.

 

Legal Proceedings

 

From time to time we may become involved in various legal proceedings that arise in the ordinary course of business, including actions related to our intellectual property. Although the outcomes of these legal proceedings cannot be predicted with certainty, we are currently not aware of any such legal proceedings or claims that we believe, either individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.

 

 
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Results of Operations

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

The following summary of our results of operations should be read in conjunction with our unaudited interim consolidated financial statements for the three months ended February 28, 2019 and 2018, which are included herein.

 

Three months ended February 28, 2019 compared to three months ended February 28, 2018.

 

 

 

Three Months Ended

 

 

 

 

 

 

February 28,

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

Revenue

 

$4,500

 

 

$5,200

 

 

$(700)

Operating expenses

 

 

13,967

 

 

 

9,813

 

 

 

4,154

 

Net loss

 

$(9,467)

 

$(4,613)

 

$4,854

 

 

We recognized revenue of $4,500 for the three months ended February 28, 2019, compared to $5,200 for the three months ended February 28, 2018.

 

Operating expenses for the three months ended February 28, 2019 increased $4,154 from $9,813 for the three months ended February 28, 2018. Our increase in operating expenses were primarily due to increased professional fees for completing our recent S-1 Registration Statement filing.

 

Our net loss for the three months ended February 28, 2019 increased $4,854 from $4,613 for the three months ended February 28, 2018, due to our increased professional fees and reduced revenue in the current period.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our company as of February 28, 2019 and November 30, 2018, respectively.

 

Working Capital

 

 

 

February 28,

 

 

November 30,

 

 

 

2019

 

 

2018

 

Current Assets

 

$36,078

 

 

$21,019

 

Current Liabilities

 

$5,407

 

 

$2,881

 

Working Capital

 

$30,671

 

 

$18,138

 

 

Cash Flows

 

 

Three Months Ended

 

February 28,

 

2019

 

2018

 

Cash used in operating activities

 

$

(6,941

)

 

$

(4,923

)

Cash provided by financing activities

 

$

22,000

 

$

-

 

Net change in cash for period

 

$

15,059

 

$

(4,923

)

 

As at February 28, 2019 and November 30, 2018, our company’s current assets were $36,078 and $21,019 respectively. As at February 28, 2019 and November 30, 2018, current assets consisted solely of cash.

 

As at February 28, 2019, our company had current and total liabilities of $5,407, compared with current and total liabilities of $2,881 as at November 30, 2018. As at February 28, 2019 and November 30, 2018, liabilities consisted solely of accounts payable.

 

As of February 28, 2019, our working capital increased $12,533 from November 30, 2018, due to an increase in cash of $15,059 and reduced $2,526 from an increase in accounts payable.

 

 
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Cash Flow from Operating Activities

 

During the three months ended February 28, 2019, our company used $6,941 in cash from operating activities, compared to $4,923 cash used in operating activities during the three months ended February 28, 2018. The cash used from operating activities for the three months ended February 28, 2019 was attributed to net loss of $9,467, which was reduced by a net change in working capital of $2,526. The cash used from operating activities for the three months ended February 28, 2018 was attributed to net loss of $4,613, which was increased by a net change in working capital of $310.

 

Cash Flow from Financing Activities

 

Net cash from financing activities was $22,000 for the three months ended February 28, 2019 compared to net cash received from financing activities of $0 for the three months ended February 28, 2018. During the three months ended February 29, 2019, the Company received $22,000 from the issuance of 1,100,000 shares of common stock to investors.

 

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the year ended November 30, 2018 and the period from inception on May 24, 2017 to November 30, 2017, which are included herein.

 

Our operating results for the year ended November 30, 2018 and the period ended November 30, 2017, and the changes between those periods for the respective items are summarized as follows:

 

 

 

 

 

 

From Inception

 

 

 

Year Ended

 

 

(May 24, 2017) to

 

 

 

November 30,

2018

 

 

November 30,

2017

 

Revenue

 

$18,700

 

 

$4,500

 

Operating expenses

 

 

45,665

 

 

 

9,897

 

Net loss

 

$(26,965)

 

$(5,397)

 

We recognized limited revenues during the year ended November 30, 2018.

 

Net loss was $26,965 for year ended November 30, 2018 and $5,397 for the period ended November 30, 2017. The increase in net loss was primarily due to a full year of expenses and primarily due to professional fees related with our recent S-1 filing declared effective on November 1, 2018.

 

Operating expenses for the year ended November 30, 2018 and the period ended November 30, 2017 were $45,665 and $9,897, respectively. Operating expenses during 2018 and 2017 were primarily attributed to general and administration expenses of $21,178 and $8,713 and professional fees of $24,487 and $1,184, respectively. The increase in professional fees is primarily due to audit and accounting fees incurred during the period, due to our filing of an S-1 Registration Statement.

 

 
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Liquidity and Capital

 

 

 

November 30,

 

 

November 30,

 

 

 

2018

 

 

2017

 

Current Assets

 

$21,019

 

 

$16,737

 

Current Liabilities

 

$2,881

 

 

$2,134

 

Working Capital

 

$18,138

 

 

$14,603

 

 

 

 

Year Ended

 

 

 

November 30,

 

 

 

2018

 

 

2017

 

Net Cash Used in Operating Activities

 

$(21,128)

 

$(8,263)

Net Cash Provided by Financing Activities

 

$30,500

 

 

$20,000

 

Net Increase In Cash During The Period

 

$9,282

 

 

$11,737

 

 

As of November 30, 2018, we had a working capital of $18,138 compared to a working capital of $14,603 as of November 30, 2017. As of November 30, 2018, we had current assets of $21,019 (2017 – $16,737) and current liabilities of $2,881 (2017 – $2,134). As at November 30, 2018 current assets consisted solely of cash, whereas for 2017, we had 11,737 in cash and $5,000 in prepaid legal fees. The prepaid legal fees were expensed during the year ended November 30, 2018.

 

Cash Flows from Operating Activities

 

For the year ended November 30, 2018, net cash used in operating activities was $21,128 compared to $8,263 used during the period ended November 30, 2017. Cash flows used in operating activities for the year ended November 30, 2018, comprised of a net loss of $26,965, which was reduced by a net change in working capital of $5,747. For the period ended November 30, 2017, cash used in operating activities comprised of a net loss of $5,397 and increased by a change in working capital of $2,866.

 

Cash Flows from Financing Activities

 

For the year ended November 30, 2018 and the period ended November 30, 2017, we received $30,500 and $20,000 from financing activities, respectively. During 2018, we received $30,500 from the issuance of 3,050,000 shares of common stock to unrelated investors. During 2017, we received $20,000 from the issuance of 10,000,000 shares of common stock to our officers and directors.

 

Contractual Obligations

 

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

 

 
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Off-Balance Sheet Arrangements

 

We have no 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 that is material to stockholders.

 

Critical Accounting Policies

 

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

 

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

 

Revenue recognition

 

Effective January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from the rendering of business advisory services, such as training, implementation, consulting, and other customer-specific services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

 

·

identify the contract with a customer;

 

·

identify the performance obligations in the contract;

 

·

determine the transaction price;

 

·

allocate the transaction price to performance obligations in the contract; and

 

·

recognize revenue as the performance obligation is satisfied.

 

Also, refer to Note 2 - Significant Accounting Policies and the audited consolidated financial statements that are included in this Report.

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued. Our management believes that these recent pronouncements will not have a material effect on our company’s financial statements.

 

 
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Emerging Growth Company

 

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

 

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERENANCE

 

Executive Officers and Directors

 

The following table sets forth the name, age and position of each of our executive officers and directors as of the date of this Prospectus.

 

Name

Age

Position

Romulus Barr

45

President, Chief Executive Officer, Chief Financial Officer and Director

Anca Barr

40

Secretary, Treasurer and Director

 

 
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Each director serves for a term of one year and until their successor is duly elected and qualified. Our executive officers are appointed by our board of directors. There are family relationships between our current directors and officers, Romulus Barr is the brother of Anca Barr.

 

Background of Executive Officers and Directors

 

The following is a brief summary of the background of each of our executive officers and directors:

 

Romulus Barr – Since 2004, Mr. Barr has been the President and Owner of R.A. Alf, Inc., a Punta Gorda, FL based company. From 1998 to 2003, Mr. Barr was President and Owner of R.A. Adult Care, an adult care home in Portland, OR. With his 20 years of experience in the healthcare industry, Mr. Barr is knowledgeable in all aspects of establishing and running a successful assisted living business. His expertise includes, but it is not limited to, state and local licensing requirements, staff training, daily operations, emergency planning.

 

Mr. Barr obtained a Master of History and Theology from Holy Cross in Brookline, MA in 2001. He also received a Bachelor’s Degree from the University of Oradea, Romania in 1995. Mr. Barr completed an Adult Foster Care Home Training in 1999 and Assisted Living Facilities Core Training Program in 2004.

 

Our board of directors believes that Mr. Barr is qualified to serve as a member of our board of directors because of his extensive background in assisted living.

 

Anca Barr – Ms. Barr has been involved in the Healthcare Services industry for more than 20 years. Ms. Barr is skilled in caring for adult patients to improve their health and wellbeing. She is familiar with day-to-day operations and activities of daily living in both, Adult Care Homes and Assisted Living Facilities. Ms. Barr was Administrator Assistant of R.A. Adult Care in Portland, OR, from 1998 to 2003, and Dietary Aide and Administrator Assistant of R.A. ALF, Inc., in Punta Gorda, FL, from 2004 to 2016. From 2016 to the present, Anca works as a Caregiver and CNA (Certified Nursing Assistant) at RA ALF Inc., in Punta Gorda, FL.

 

In 1994, Ms. Barr completed her Certified Nursing Assistant Program from the school Health Group in Sibiu, Romania. Ms. Barr completed an Adult Foster Care Home Training in 1998 and Assisted Living Facilities Core Training Program in 2004. In light of her many years of experience in assisted living, our board of directors believes that Ms. Barr is well-qualified to serve as a member of our board of directors.

 

Code of Ethics

 

We have not adopted a formal Code of Ethics. Our board of directors evaluated the business of our company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or our directors expand in the future, we may take actions to adopt a formal Code of Ethics.

 

Board of Directors, Committees and Director Independence

 

Our board of directors currently consists of two members. Neither of our directors is considered to be an independent director because they each serve our company as an executive officer. We have not established any committees of our board of directors, nor are either of our directors “audit committee financial experts” within the meaning of the rules of the SEC.

 

Committees of the Board

 

Our company does not have a nominating, compensation, or audit committee, or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees at this time because our directors can adequately perform the functions of such committees.

 

 
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Audit Committee Financial Expert

 

Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a board member that qualifies as “independent” as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Exchange Act, and as defined by Rule 4200(a)(14) of the FINRA Rules.

 

Involvement in Certain Legal Proceedings

 

Our directors and executive officers have not been involved in any of the following events during the past ten years:

 

1.bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

 

2.any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

 

3.being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities;

 

 

4.being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed suspended, or vacated;

 

 

5.such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended or vacated;

 

 

6.such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 

 

7.such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 

8.such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

 
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EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to our named executive officers for all services rendered in all capacities to us for the year ended November 30, 2018 and 2017.

 

SUMMARY COMPENSATION TABLE

Name and Principal Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)

 

 

Option

Awards

($)

 

 

Non-Equity

Incentive Plan Compensa-tion

($)

 

 

Change in

Pension

Value and

Nonqualified Deferred

Compensa-tion

Earnings

($)

 

 

All

Other

Compensation ($)

 

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Romulus Barr(1)

President, CEO, CFO,

 

2018

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Treasurer and Director

 

2017

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,500

 

 

 

4,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Anca Barr(2)

 

2018

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Secretary and Director 

 

2017

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

_______________

(1)

Mr. Barr was appointed President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director on May 24, 2017.

(2)

Ms. Barr was appointed Secretary and Director on May 24, 2017.

 

Our board of directors determines the compensation given to our executive officers in their sole determination. Our board of directors reserves the right to pay our executive or any future executives a salary, and/or issue them our common stock issued in consideration for services rendered and//or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our board of directors has not granted any performance based stock options to date, our board of directors reserves the right to grant such options in the future, if our board, in its sole determination believes such grants would be in the best interest of the Company.

 

Employment Agreements

 

We do not have any employment or consulting agreement with any directors or officers.

 

Stock Options

 

We have not granted any stock options to our executive officers since inception.

 

Director Compensation

 

Our board of directors does not currently receive any consideration for their services as members of our board of directors. Our board of directors reserves the right in the future to award the members of our board of directors cash or stock based consideration for their services to our company, which awards, if granted shall be in the sole determination of our board of directors.

 

Retirement Plans

 

Our company currently maintains no plans for its executive officers or employees that provide for payments or other benefits at, following or in connection with retirement.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On May 24, 2017, our company issued 8,000,000 founder’s shares to Romulus Barr, our president and director and 2,000,000 founder’s shares to Anca Barr, our secretary and director, at a purchase price of $0.002 per share.

 

During the period ended November 30, 2017, our company paid to officers and directors management fees of $4,500.

 

During the period ended November 30, 2017, the CEO paid operating expenses of $950 on behalf of our company. During the year ended November 30, 2018, the amount owed to the CEO was fully repaid by our company.

 

Review, Approval and Ratification of Related Party Transactions

 

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, directors and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof. On a moving forward basis, our directors will continue to approve any related party transaction.

 

 
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MATERIAL CHANGES

 

None.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of May 24, 2019 (a) by each person known by us to own beneficially 5% or more of our common stock, (b) by each of our named executive officers and each of our directors and (c) by all executive officers and directors of the Company as a group. As of May 24, 2019, there were 14,150,000 shares of our common stock issued and outstanding. Unless otherwise noted, we believe that all persons named in the table have sole voting and investment power with respect to all the shares beneficially owned by them.

 

Name and Address of Beneficial Owner

 

Common Stock Beneficially Owned

 

Percentage of Common Stock Beneficially Owned

 

Romulus Barr 2382 Bartek Pl.

North Port, FL 34289

 

8,000,000 shares of common stock

 

 

56.54

%

Anca Barr 2382 Bartek Pl.

North Port, FL 34289

 

2,000,000 shares of common stock

 

 

14.13

%

Directors and Executive Officers as a Group

 

10,000,000 shares of common stock

 

 

70.67%

 

 
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ASSISTED 4 LIVING, INC.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Quarterly Period Ended February 28, 2019

(Unaudited)

 

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

Page

 

Consolidated Balance Sheets

F-2

 

 

Consolidated Statements of Operations

F-3

 

 

Consolidated Statements of Changes in Stockholders' Equity

F-4

 

 

Consolidated Statements of Cash Flows

F-5

 

 

Notes to the Unaudited Consolidated Financial Statements

F-6

 

  

 
F-1
 
Table of Contents

 

ASSISTED 4 LIVING, INC.

Consolidated Balance Sheets

(Unaudited)

 

 

 

As of

 

 

As of

 

 

 

February 28,

 

 

November 30,

 

 

 

2019

 

 

2018

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$36,078

 

 

$21,019

 

Total Current Assets

 

 

36,078

 

 

 

21,019

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$36,078

 

 

$21,019

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$5,407

 

 

$2,881

 

Total Current Liabilities

 

 

5,407

 

 

 

2,881

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

5,407

 

 

 

2,881

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Preferred stock: 25,000,000 shares authorized; $0.0001 par value no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock: 100,000,000 shares authorized; $0.0001 par value 14,150,000 and 13,050,000 shares issued and outstanding, respectively

 

 

1,415

 

 

 

1,305

 

Additional paid in capital

 

 

71,085

 

 

 

49,195

 

Accumulated deficit

 

 

(41,829)

 

 

(32,362)

Total Stockholders' Equity

 

 

30,671

 

 

 

18,138

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$36,078

 

 

$21,019

 

 

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

 
 
F-2
 
Table of Contents

 

ASSISTED 4 LIVING, INC.

Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended

 

 

 

February 28,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

Revenue

 

$4,500

 

 

$5,200

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and administrative

 

 

5,352

 

 

 

4,575

 

Professional fees

 

 

8,615

 

 

 

5,238

 

Total operating expenses

 

 

13,967

 

 

 

9,813

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(9,467)

 

 

(4,613)

 

 

 

 

 

 

 

 

 

Provision for income tax

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(9,467)

 

$(4,613)

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$(0.00)

 

$(0.00)

Basic and Diluted Weighted Average Common Shares Outstanding

 

 

13,536,667

 

 

 

10,000,000

 

 

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

 

 
F-3
 
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ASSISTED 4 LIVING, INC.

Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended February 28, 2019 and 2018

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2017

 

 

-

 

 

$-

 

 

 

10,000,000

 

 

$1,000

 

 

$19,000

 

 

$(5,397)

 

$14,603

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,613)

 

 

(4,613)

Balance - February 28, 2018

 

 

-

 

 

$-

 

 

 

10,000,000

 

 

$1,000

 

 

$19,000

 

 

$(10,010)

 

$9,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - November 30, 2018

 

 

-

 

 

$-

 

 

 

13,050,000

 

 

$1,305

 

 

$49,195

 

 

$(32,362)

 

$18,138

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares at $0.02 per share

 

 

-

 

 

 

-

 

 

 

1,100,000

 

 

 

110

 

 

 

21,890

 

 

 

-

 

 

 

22,000

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(9,467)

 

 

(9,467)

Balance - February 28, 2019

 

 

-

 

 

$-

 

 

 

14,150,000

 

 

$1,415

 

 

$71,085

 

 

$(41,829)

 

$30,671

 

 

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

 
 
F-4
 
Table of Contents

 

ASSISTED 4 LIVING, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Three Months Ended

 

 

 

February 28,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(9,467)

 

$(4,613)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Changes in current assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

-

 

 

 

640

 

Accounts payable and due to related parties

 

 

2,526

 

 

 

-

 

Due to related parties

 

 

-

 

 

 

(950)

Net Cash Used in Operating Activities

 

 

(6,941)

 

 

(4,923)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

22,000

 

 

 

-

 

Net Cash Provided by Financing Activities

 

 

22,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net change in cash for the period

 

 

15,059

 

 

 

(4,923)

Cash at beginning of period

 

 

21,019

 

 

 

11,737

 

Cash at end of period

 

$36,078

 

 

$6,814

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$-

 

 

$-

 

 

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

 

 
F-5
 
Table of Contents

 

ASSISTED 4 LIVING, INC.

Notes to the Unaudited Consolidated Financial Statements

February 28, 2019

 

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

 

Assisted 4 Living, Inc., (“Assisted 4 Living”, “the Company”, “we” or “us”) was incorporated in the state of Nevada on May 24, 2017. It is based in North Port, Florida. The Company incorporated a wholly-owned subsidiary, “Assisted 2 Live, Inc.” in the state of Florida on June 15, 2017. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is November 30.

 

The Company operates as an assisted living consulting company that specializes in acquiring, licensing, staffing, and operating assisted living facilities (“ALF”). The Company offers clients that wish to enter the ALF field an opportunity to purchase and run its own center(s), and will also act as a referral agent finding and placing clients that are in search of quality residential care. The Company will also offer a la carte consulting services such as submitting license applications, developing emergency plans, as well as other regulatory and compliance needs.

 

To date, the Company's activities have been limited to starting its operations, constructing of its website, as well as developing initial business contacts and services.

 

Going Concern

 

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of February 28, 2019, the Company has an accumulated deficit and has earned minimal revenues during the three months ended February 28, 2019.

 

The ability of the Company to obtain profitability is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.

 

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

 

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

 

 
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Table of Contents

 

In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 28, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2018 filed with the SEC on February 28, 2019.

 

Basis of Consolidation

 

These consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All material intercompany balances and transactions have been eliminated.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Revenue recognition

 

Effective January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from the rendering of business advisory services, such as training, implementation, consulting, and other customer-specific services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

·

identify the contract with a customer;

·

identify the performance obligations in the contract;

·

determine the transaction price;

·

allocate the transaction price to performance obligations in the contract; and

·

recognize revenue as the performance obligation is satisfied.

 

Concentrations

 

During the period ended February 28, 2019, revenue was comprised of one labor contract from an unrelated party, that leases and operates its assisted living facility from our CEO. That customer represented 100% of the revenues of the Company for the period ended February 28, 2019.

 

Recent Accounting Pronouncements

 

The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

 

NOTE 3 - EQUITY

 

Preferred Stock

 

The Company has authorized 25,000,000 preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

 

 
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Table of Contents

 

As of February 28, 2019 and November 30, 2018, the Company had no classes of preferred shares designated.

 

Common Stock

 

The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

During the three months ended February 28, 2019, the Company issued to ten (10) unaffiliated investors 1,100,000 shares of common stock for $22,000.

 

As of February 28, 2019 and November 30, 2018, the Company had 14,150,000 and 13,050,000 common shares issued and outstanding, respectively.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

 

The Company does not have employment contracts with its sole key employee, the controlling shareholder, who is an officer and director of the Company.

 

NOTE 5 – SUBSEQUENT EVENTS

 

Subsequent to February 28, 2019, and through the date these financial statements were issued, the Company had the following subsequent events:

 

On February 27, 2019, the Company entered into the commercial real estate lease agreement. The Company leases the premises at $132,252 yearly with 4-year term, from March 1, 2019 to February 28, 2023.

 

The Company has the option to buy the Premises ("Option") for $860,000. The term of the Option shall commence on March 1, 2019 and shall terminate 60 days thereafter at the expiration of the lease Term ("Option Period"). The Company may exercise the Option granted herein solely, exclusively and at any time during the Option Period.

 

 
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Table of Contents

 

ASSISTED 4 LIVING, INC.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

INDEX TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED NOVEMBER 30, 2018 AND THE PERIOD ENDED NOVEMBER 30, 2017

 

Page

Report of Independent Registered Public Accounting Firm

F-10

 

Consolidated Balance Sheets

F-11

 

 

Consolidated Statements of Operations

F-12

 

 

Consolidated Statement of Changes in Stockholders' Equity

F-13

 

 

Consolidated Statement of Cash Flows

F-14

 

 

Notes to the Consolidated Financial Statements

F-15

 

 

F-9
 

 

Pinnacle Accountancy Group of Utah

(a DBA of Heaton & Co., PLLC)

1438 N. Hwy 89, Ste. 120

Farmington, UT 84025

Ph. 801-447-9572

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Board of Directors and Stockholders

Assisted 4 Living, Inc.

North Port, Florida

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Assisted 4 Living, Inc. (the Company) as of November 30, 2018 and 2017, and the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

 

Emphasis of Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Pinnacle Accountancy Group of Utah

 

We have served as the Company’s auditor since January 2018.

 

Pinnacle Accountancy Group of Utah

Farmington, Utah

February 8, 2019

 

 

F-10
 
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ASSISTED 4 LIVING, INC.

Consolidated Balance Sheets

 

 

 

November 30,

 

 

November 30,

 

 

 

2018

 

 

2017

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$21,019

 

 

$11,737

 

Prepaid expenses

 

 

-

 

 

 

5,000

 

Total Current Assets

 

 

21,019

 

 

 

16,737

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$21,019

 

 

$16,737

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$2,881

 

 

$1,184

 

Due to related parties

 

 

-

 

 

 

950

 

Total Current Liabilities

 

 

2,881

 

 

 

2,134

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

2,881

 

 

 

2,134

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Preferred stock: 25,000,000 shares authorized; $0.0001 par value no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock: 100,000,000 shares authorized; $0.0001 par value 13,050,000 and 10,000,000 shares issued and outstanding, respectively

 

 

1,305

 

 

 

1,000

 

Additional paid in capital

 

 

49,195

 

 

 

19,000

 

Accumulated deficit

 

 

(32,362)

 

 

(5,397)

Total Stockholders' Equity

 

 

18,138

 

 

 

14,603

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$21,019

 

 

$16,737

 

 

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

 

F-11
 
Table of Contents

 

ASSISTED 4 LIVING, INC.

Consolidated Statements of Operations

 

 

 

 

 

From Inception

 

 

 

Year Ended

 

 

(May 24, 2017)

to

 

 

 

November 30,

 

 

November 30,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Revenue

 

$18,700

 

 

$4,500

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and administrative

 

 

21,178

 

 

 

8,713

 

Professional fees

 

 

24,487

 

 

 

1,184

 

Total operating expenses

 

 

45,665

 

 

 

9,897

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(26,965)

 

 

(5,397)

 

 

 

 

 

 

 

 

 

Provision for income tax

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(26,965)

 

$(5,397)

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$(0.00)

 

$(0.00)

Basic and Diluted Weighted Average Common Shares Outstanding

 

 

11,525,205

 

 

 

10,000,000

 

 

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

 

F-12
 
Table of Contents
 

ASSISTED 4 LIVING, INC.

Consolidated Statements of Changes in Stockholders' Equity

For the Period from Inception (May 24, 2017) to November 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - May 24, 2017 (Inception)

 

 

-

 

 

$-

 

 

 

-

 

 

$-

 

 

$-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares to founders

 

 

-

 

 

 

-

 

 

 

10,000,000

 

 

 

1,000

 

 

 

19,000

 

 

 

-

 

 

 

20,000

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,397)

 

 

(5,397)

Balance - November 30, 2017

 

 

-

 

 

 

-

 

 

 

10,000,000

 

 

 

1,000

 

 

 

19,000

 

 

$(5,397)

 

$14,603

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Issuance of common shares

 

 

-

 

 

 

-

 

 

 

3,050,000

 

 

 

305

 

 

 

30,195

 

 

 

-

 

 

 

30,500

 

Net loss for the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(26,965)

 

 

(26,965)

Balance - November 30, 2018

 

 

-

 

 

$-

 

 

 

13,050,000

 

 

$1,305

 

 

$49,195

 

 

$(32,362)

 

$18,138

 

 

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

 
F-13
 
Table of Contents

 

ASSISTED 4 LIVING, INC.

Consolidated Statements of Cash Flows

 

 

 

 

 

 

From Inception

 

 

 

Year Ended

 

 

(May 24, 2017) to

 

 

 

November 30,

 

 

November 30,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(26,965)

 

$(5,397)

Changes in current assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

5,000

 

 

 

(5,000)

Accounts payable and due to related parties

 

 

1,697

 

 

 

2,134

 

Due to related parties

 

 

(950)

 

 

-

 

Net Cash Used in Operating Activities

 

 

(21,218)

 

 

(8,263)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

30,500

 

 

 

20,000

 

Net Cash Provided by Financing Activities

 

 

30,500

 

 

 

20,000

 

 

 

 

 

 

 

 

 

 

Net change in cash for the period

 

 

9,282

 

 

 

11,737

 

Cash at beginning of period

 

 

11,737

 

 

 

-

 

Cash at end of period

 

$21,019

 

 

$11,737

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$-

 

 

$-

 

 

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

 

F-14
 
Table of Contents

 

ASSISTED 4 LIVING, INC.

Notes to the Audited Consolidated Financial Statements

November 30, 2018 and 2017

 

NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN

 

Assisted 4 Living, Inc., (“Assisted 4 Living”, “the Company”, “we” or “us”) was incorporated in the state of Nevada on May 24, 2017. It is based in North Port, Florida. The Company incorporated a wholly-owned subsidiary, “Assisted 2 Live, Inc.” in the state of Florida on June 15, 2017. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is November 30.

 

The Company operates as an assisted living consulting company that specializes in acquiring, licensing, staffing, and operating assisted living facilities (“ALF”). The Company offers clients that wish to enter the ALF field an opportunity to purchase and run its own center(s), and will also act as a referral agent finding and placing clients that are in search of quality residential care. The Company will also offer a la carte consulting services such as submitting license applications, developing emergency plans, as well as other regulatory and compliance needs.

 

To date, the Company's activities have been limited to starting its operations, constructing of its website, as well as developing initial business contacts and services.

 

Going Concern

 

The accompanying audited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of November 30, 2018, the Company has an accumulated deficit and has earned minimal revenues during the year ended November 30, 2018.

 

The ability of the Company to obtain profitability is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors.

 

There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

 

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”).

 

F-15
 
Table of Contents

 

Basis of Consolidation

 

These financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All material intercompany balances and transactions have been eliminated.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $21,019 and $11,737 in cash and cash equivalents as of November 30, 2018 and 2017, respectively.

 

Financial Instruments and Fair Value Measurements

 

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2018 and 2017. The carrying values of our financial instruments, including, cash and cash equivalents, prepaid expenses, due to related parties, and accounts payable, approximate their fair values due to the short-term maturities of these financial instruments.

 

Accounts Receivable and Allowance for Uncollectible Accounts

 

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As at November 30, 2018 and 2017, the Company had no valuation allowance, nor accounts receivable.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 5).

 

Revenue recognition

 

Effective January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers.” Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from the rendering of business advisory services, such as training, implementation, consulting, and other customer-specific services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

F-16
 
Table of Contents

 

·

identify the contract with a customer;

·

identify the performance obligations in the contract;

·

determine the transaction price;

·

allocate the transaction price to performance obligations in the contract; and

·

recognize revenue as the performance obligation is satisfied.

 

Concentrations

 

During the year ended November 30, 2018, revenue was comprised of one labor contract from an unrelated party, that leases and operates its assisted living facility from our CEO. One customer represented 100% of the revenues of the Company for the year ended November 30, 2018.

 

Income Taxes

 

The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

 

Net Loss Per Share of Common Stock

 

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

Recent Accounting Pronouncements

 

In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The adoption of ASU 2016-02 will not have a material impact on the Company’s financial statements.

 

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The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements.

 

NOTE 3 - EQUITY

 

Preferred Stock

 

The Company has authorized 25,000,000 preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

 

As of November 30, 2018 and 2017, the Company had no classes of preferred shares designated.

 

Common Stock

 

The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

 

On August 31, 2018, the Company issued to seventeen (17) unaffiliated investors 3,050,000 shares of common stock for $30,500.

 

On May 24, 2017 (inception), the Company issued to officers and directors 10,000,000 shares of common stock for $20,000.

 

As of November 30, 2018 and 2017, the Company had 13,050,000 and 10,000,000 common shares issued and outstanding, respectively.

 

NOTE 4 – PREPAID EXPENSES

 

Prepaid expenses at November 30, 2017 consisted of a deposit for legal expenses for $5,000, which had been rendered as of November 30, 2018.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

During the year ended November 30, 2018 and the period ended November 30, 2017, the Company paid officers and directors management fees of $0 and $4,500, respectively.

 

During the financial year ended November 30, 2017, an officer of the Company paid operating expenses of $950 on behalf of the Company. During the year ended November 30, 2018, the amount owed to the officer was fully repaid by the Company. As at November 30, 2018 there is no outstanding amount owed to the officer.

 

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

 

The Company does not have employment contracts with its sole key employee, the controlling shareholder, who is an officer and director of the Company.

 

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NOTE 6 – PROVISION FOR INCOME TAXES

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the quarter ended November 30, 2018. The Company’s financial statements for the year ended November 30, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes.

 

The provisions for refundable federal income tax at a blended rate for fiscal year ended November 30, 2018 and 34% for 2017, consist of the following:

 

 

 

November 30,

 

 

November 30,

 

 

 

2018

 

 

2017

 

Income tax expense at statutory rate

 

$(9,168)

 

$(1,835)

Effect of change in statutory rate

 

 

3,505

 

 

 

702

 

Change in valuation allowance

 

 

5,663

 

 

 

1,133

 

Income tax expense per books

 

$-

 

 

$-

 

 

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of November 30, 2018 and 2017 are as follows:

 

 

 

November 30,

 

 

November 30,

 

 

 

2018

 

 

2017

 

NOL Carryover

 

$6,776

 

 

$1,113

 

Valuation allowance

 

 

(6,776)

 

 

(1,113)

Net deferred tax asset

 

$-

 

 

$-

 

 

The Company has approximately $32,362 of net operating losses (“NOL”) generated from inception (May 24, 2017) to November 30, 2018 carried forward to offset taxable income in future years which expire commencing in fiscal 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized.

 

A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of November 30, 2018, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. No interest and penalties have been recognized by us to date. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%.

 

Tax returns for the year ended 2017 and 2018 are subject to review by the tax authorities. The Company has no liabilities related to uncertain tax positions or unrecognized benefits as of the year ended November 30, 2018.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Subsequent to November 30, 2018, and through the date these financial statements were issued, the Company had the following subsequent events:

 

During January 2019, the Company issued to ten (10) unrelated investors, 1,100,000 shares of common stock for $22,000.

 

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8,050,000 Shares

 

Common Stock

 

ASSITED 4 LIVING, INC.

 

________________________

 

PROSPECTUS

 

________________________

 

Through and including June 29, 2019 (25 days after the commencement of this Offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this Offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

June 4, 2019