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Assisted 4 Living (ASSF)

Filed: 15 Jul 19, 5:17pm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

(Mark One)

 

x

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

 

 

 

For the quarterly period ended: May 31, 2019 

 

or 

 

¨

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from ___________ to ___________

 

 

 

Commission File Number: 333-226979

 

Assisted 4 Living, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

82-1884480

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

 

 

2382 Bartek Pl, North Port FL

 

34289

(Address of principal executive offices)

 

(Zip Code)

 

(888) 609-1169

(Registrant’s telephone number, including area code)

 

N/A

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

None

None

 

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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x YES   ¨ NO

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

 

Emerging growth company

¨
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES   x NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  ¨ YES   ¨ NO

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

14,150,000 common shares issued and outstanding as of July 15, 2019.

 

 
 
 
 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

Financial Statements

 

F-1

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

3

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

7

 

Item 4.

Controls and Procedures

 

7

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

8

 

Item 1A.

Risk Factors

 

8

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

8

 

Item 3.

Defaults Upon Senior Securities

 

8

 

Item 4.

Mine Safety Disclosures

 

8

 

Item 5.

Other Information

 

8

 

Item 6.

Exhibits

 

8

 

 

 

 

 

 

SIGNATURES

 

9

 

 

 
2
 
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

ASSISTED 4 LIVING, INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED MAY 31, 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 Stockholder's Equity (Deficit)

 

F-4

 

Consolidated Statements of Cash Flows

F-5

Notes to the Consolidated Financial Statements

F-6

 

 
F-1
 
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ASSISTED 4 LIVING, INC.

Consolidated Balance Sheets

(Unaudited)

 

 

 

As of

 

 

As of

 

 

 

May 31,

 

 

November 30,

 

 

 

2019

 

 

2018

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$12,094

 

 

$21,019

 

Prepaid expenses

 

 

5,556

 

 

 

-

 

Total Current Assets

 

 

17,650

 

 

 

21,019

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$17,650

 

 

$21,019

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$27,717

 

 

$2,881

 

Due to related parties

 

 

5,556

 

 

 

-

 

Total Current Liabilities

 

 

33,273

 

 

 

2,881

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

33,273

 

 

 

2,881

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

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

 

 

(88,123)

 

 

(32,362)

Total Stockholders' Equity (Deficit)

 

 

(15,623)

 

 

18,138

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$17,650

 

 

$21,019

 

 

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

 

 
F-2
 
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ASSISTED 4 LIVING, INC.

Consolidated Statements of Operations

(Unaudited)

  

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

May 31,

 

 

May 31,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$97,576

 

 

$4,500

 

 

$102,076

 

 

$9,700

 

Cost of service

 

 

(62,445)

 

 

-

 

 

 

(62,445)

 

 

-

 

Gross Profit

 

 

35,131

 

 

 

4,500

 

 

 

39,631

 

 

 

9,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

58,289

 

 

 

4,826

 

 

 

63,641

 

 

 

9,401

 

Professional fees

 

 

22,887

 

 

 

2,314

 

 

 

31,502

 

 

 

7,552

 

Total operating expenses

 

 

81,176

 

 

 

7,140

 

 

 

95,143

 

 

 

16,953

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

 

(46,045)

 

 

(2,640)

 

 

(55,512)

 

 

(7,253)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(249)

 

 

-

 

 

 

(249)

 

 

-

 

Total other expenses

 

 

(249)

 

 

-

 

 

 

(249)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

(46,294)

 

 

(2,640)

 

 

(55,761)

 

 

(7,253)

Provision for income tax

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$(46,294)

 

$(2,640)

 

$(55,761)

 

$(7,253)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

Basic and Diluted Weighted Average Common Shares Outstanding

 

 

14,150,000

 

 

 

10,025,000

 

 

 

13,846,703

 

 

 

10,012,568

 

 

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 (Deficit)

For the Six Months Ended May 31, 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued for cash

 

 

 

 

 

 

 

 

 

 

2,300,000

 

 

 

230

 

 

 

22,770

 

 

 

 

 

 

 

23,000

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,640)

 

 

(2,640)

Balance - May 31, 2018

 

 

-

 

 

$-

 

 

 

12,300,000

 

 

$1,230

 

 

$41,770

 

 

$(12,650)

 

$30,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Paid in

 

 

Accumulated

 

 

 

 

 

 

 Shares

 

 

 Amount

 

 

 Shares

 

 

 Amount

 

 

 Capital

 

 

 Deficit

 

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(46,294)

 

 

(46,294)

Balance - May 31, 2019

 

 

-

 

 

$-

 

 

 

14,150,000

 

 

$1,415

 

 

$71,085

 

 

$(88,123)

 

$(15,623)

 

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

 

 
F-4
 
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ASSISTED 4 LIVING, INC.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Six months Ended

 

 

 

May 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(55,761)

 

$(7,253)

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

 

 

 

 

 

 

 

 

Changes in current assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

(5,556)

 

 

1,050

 

Accounts payable

 

 

24,836

 

 

 

1,565

 

Due to related parties

 

 

5,556

 

 

 

-

 

Net Cash Used in Operating Activities

 

 

(30,925)

 

 

(4,638)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Issuance of common stock

 

 

22,000

 

 

 

23,000

 

Net Cash Provided by Financing Activities

 

 

22,000

 

 

 

23,000

 

 

 

 

 

 

 

 

 

 

Net change in cash for the period

 

 

(8,925)

 

 

18,362

 

Cash at beginning of period

 

 

21,019

 

 

 

11,737

 

Cash at end of period

 

$12,094

 

 

$30,099

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$-

 

 

$-

 

 

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

 

 
F-5
 
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ASSISTED 4 LIVING, INC.

Notes to the Unaudited Consolidated Financial Statements

May 31, 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. The Company has commenced its assisted living facilty operation since March 1, 2019.

  

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 May 31, 2019, the Company has an accumulated deficit and has earned minimal revenues during the six months ended May 31, 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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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 May 31, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended May 31, 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 five step model defined by ASC Topic 606 requires us to: (1) identify our contracts with customers, (2) identify our performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to our performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the customer in an amount that reflects the consideration expected in exchange for those goods or services.

 

Resident fees at our independent senior living and assisted living community consists of regular monthly charges for basic housing and support services and fees for additional requested services, such as assisted living services, personalized health services and ancillary services. Fees are specified in our agreements with residents, which are generally 30-day terms, with regular monthly charges billed in advance on the first day of each month.

 

Recent Accounting Pronouncements

 

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 Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company's financial statements.

 

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 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

Accounts payable and accrued liabilities at May 31, 2019 and November 30, 2018 consist of the following:

 

 

 

May 31,

 

 

November 30,

 

 

 

2019

 

 

2018

 

Trade accounts

 

$9,820

 

 

$2,881

 

Credit card

 

 

17,897

 

 

 

-

 

 

 

$27,717

 

 

$2,881

 

 

 
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NOTE 4 - 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 May 31, 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 six months ended May 31, 2019, the Company issued to ten (10) unaffiliated investors 1,100,000 shares of common stock for $22,000.

 

As of May 31, 2019, and November 30, 2018, the Company had 14,150,000 and 13,050,000 common shares issued and outstanding, respectively.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

During the six months ended May 31, 2019 and 2018, the Company paid salaries to our two officers, one of which is our controlling shareholder, $9,420 and $0, respectively.

 

During the six months ended May 31, 2019 and 2018, our CEO paid a total amount of $5,556 and $0, for property and liability insurance deposit on behalf of the Company respectively.

 

The Company does not have employment contracts with its officers.

 

NOTE 6 – COMMITMENT

 

On March 7, 2019, the Company entered into the commercial real estate lease agreement. The Company was to lease a building for $3,713 monthly, from March 7, 2019 to the earlier of (i) the resident count exceeds 22 or , (ii) January 7, 2020. The term may be extended at the sole discretion of the landlord.

 

NOTE 7 – SUBSEQUENT EVENTS

 

Subsequent to May 31, 2019, and through the date these financial statements were issued, the Company had no subsequent events to report.

 

 
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Table of Contents

 

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

 

FORWARD-LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Assisted 4 Living, Inc. and our wholly-owned subsidiary, Assisted 2 Live, Inc. a Florida corporation, unless otherwise indicated.

 

General Overview

 

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 ("A2L"), which was incorporated on June 15, 2017.

 

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. Our corporate website is http://www.assisted2live.com/.

 

We have never declared bankruptcy, been in receivership, or have been involved in any kind of legal proceeding.

 

 
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Our Current Business

 

On March 1, 2019, our company took over the management of a 28 bed assisted living facility in Punta Gorda, FL. Our company is responsible for all aspects of its operations from the care of the residents, to the staffing, cooking, and collection of rent. We inherited four existing employees from the former operators and have hired five more to bring the total workforce to nine. Initial revenues were $26,000 for the month of March, and they are projected to grow to over $40,000 per month by August of 2019.

 

Our company is leasing the premises from a third-party landlord, and is contracted to pay monthly rent of $3,713. We also applied for and received all of our State and County accreditations (licenses) to run the facility for the next 2 years.

 

In growing the business from a consulting firm to a physical brick and mortar operator, our company is seeking to diversify our business model and capitalize on opportunities that arise. Our company will still assist outside clients that wish to start and operate their own facility; however, in securing our own physical location, our company can grow revenues, secure our foothold in a growing assisted living market, and use our location as a training center for new clients wishing to enter the field. Our company is also actively searching for other nearby properties that could be converted into assisted living facilities, or perhaps are currently operating as an assisted living facility but are ripe for new management.

 

Our company foresees utilizing this revised business model for the next number of years, and intends to become a main assisted living player in the Southwest Florida market. Florida presents endless opportunities for assisted living business and is a magnet for new customers and clients that wish to enter the field.

 

Results of Operations

 

The following summary of our operations should be read in conjunction with our unaudited financial statements for the six months ended May 31, 2019 and 2018, which are included herein.

 

Three Months Ended May 31, 2019 Compared to Three Months Ended May 31, 2018

 

 

 

Three Months Ended

 

 

 

 

 

 

May 31,

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

Revenue

 

$97,576

 

 

$4,500

 

 

$93,076

 

Cost of service

 

 

62,445

 

 

 

-

 

 

 

62,445

 

Operating expenses

 

 

81,176

 

 

 

7,140

 

 

 

74,036

 

Net loss

 

$(46,294)

 

$(2,640)

 

$(43,654)

  

We recognized revenue of $97,576 for the three months ended May 31, 2019, compared to $4,500 for the three months ended May 31, 2018. The increase in revenue is mainly due to commencing an assisted living facility business since March 1, 2019.

 

Operating expenses for the three months ended May 31, 2019 increased $74,036 from $7,140 for the three months ended May 31, 2018. Our increase in operating expenses were primarily due to increased professional fees.

 

Our net loss for the three months ended May 31, 2019 increased $43,654 from $2,640 for the three months ended May 31, 2018, due to our increased general and administrative expenses and professional fees.

 

 
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Six Months Ended May 31, 2019 Compared to Six Months Ended May 31, 2018

 

 

 

Six Months Ended

 

 

 

 

 

 

May 31,

 

 

 

 

 

 

2019

 

 

2018

 

 

Change

 

Revenue

 

$102,076

 

 

$9,700

 

 

$92,376

 

Cost of service

 

 

62,445

 

 

 

-

 

 

 

62,445

 

Operating expenses

 

 

95,143

 

 

 

16,953

 

 

 

78,190

 

Net loss

 

$(55,761)

 

$(7,253)

 

$(48,508)

   

We recognized revenue of $102,076 for the six months ended May 31, 2019, compared to $9,700 for the six months ended May 31, 2018. The increase in revenue is mainly due to commencing an assisted living facility business since March 1, 2019.

 

Operating expenses for the six months ended May 31, 2019 increased $78,190 from $16,953 for the six months ended May 31, 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 six months ended May 31, 2019 increased $48,508 from $7,253 for the six months ended May 31, 2018, due to our increased general and administrative expenses and professional fees.

 

Liquidity and Capital Resources

 

The following table provides selected financial data about our company as of May 31, 2019, and November 30, 2018, respectively.

  

Working Capital

 

 

 

May 31,

 

 

November 30,

 

 

 

2019

 

 

2018

 

Current Assets

 

$17,650

 

 

$21,019

 

Current Liabilities

 

$33,273

 

 

$2,881

 

Working Capital

 

$(15,623)

 

$18,138

 

 

Cash Flows

 

 

 

Six months Ended

 

 

 

May 31,

 

 

 

2019

 

 

2018

 

Cash used in operating activities

 

$(30,925)

 

$(4,638)

Cash provided by financing activities

 

$22,000

 

 

$23,000

 

Net change in cash for period

 

$(8,925)

 

$18,362

 

 

 
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As at May 31, 2019, and November 30, 2018, our company’s current assets were $17,650 and $21,019 respectively. As at May 31, 2019, current assets consisted of prepaid expenses of $5,556, and cash of $12,094. As at November 30, 2018, current assets consisted solely of cash.

 

As at May 31, 2019, our company had current and total liabilities of $33,273, compared with current and total liabilities of $2,881 as at November 30, 2018. As at May 31, 2019, liabilities consisted of $27,717 accounts payable, and $5,556 payable to officer of the Company. As at November 30, 2018, liabilities consisted solely of accounts payable.

 

As of May 31, 2019, our working capital decreased $33,761 from November 30, 2018, primarily due to an increase in current liabilities of $30,392.

 

Cash Flow from Operating Activities

 

During the six months ended May 31, 2019, our company used $30,925 in cash from operating activities, compared to $4,638 cash used in operating activities during the six months ended May 31, 2018. The cash used from operating activities for the six months ended May 31, 2019, was attributed to net loss of $55,761, which was reduced by a net change in working capital of $24,836. The cash used from operating activities for the six months ended May 31, 2018, was attributed to net loss of $7,253, which was reduced by a net change in working capital of $2,615.

 

Cash Flow from Financing Activities

 

Net cash from financing activities was $22,000 for the six months ended May 31, 2019, compared to net cash received from financing activities of $23,000 for the six months ended May 31, 2018. During the six months ended May 31, 2019, the Company received $22,000 from the issuance of 1,100,000 shares of common stock to investors. During the six months ended May 31, 2018, the Company received $23,000 from the issuance of 2,300,000 shares of common stock to investors.

 

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.

 

 
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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 unaudited consolidated financial statements that are included in this Report.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

The specific material weakness identified by our management was ineffective controls over certain aspects of the financial reporting process because of a lack of a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements and inadequate segregation of duties. A "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements would not be prevented or detected on a timely basis.

 

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended May 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

 

Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit

Number

 

Description

 

Incorporated By Reference

 

Form

 

Exhibit

 

Filing Date

(3)

 

Articles of Incorporation and Bylaws

 

3.1

 

Articles of Incorporation

 

S-1

 

3.1

 

August 23, 2018

3.2

 

By-Laws

 

S-1

 

3.2

 

August 23, 2018

(21)

 

Subsidiaries of the Registrant

 

21.1

 

Assisted 2 Live, Inc., a Florida corporation

 

(31)

 

Rule 13a-14 (d)/15d-14d) Certifications

 

31.1*

 

Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

(32)

 

Section 1350 Certifications

 

32.1**

 

Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

 

101*

 

Interactive Data File

 

101.INS

 

XBRL Instance Document

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

______

* Filed herewith

** Furnished herewith

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

ASSISTED 4 LIVING, INC.

 

 

(Registrant)

 

 

 

 

 

Dated: July 15, 2019

/s/ Romulus Barr

 

 

Romulus Barr

 

 

President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director

 

 

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

 

 

 
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