Cover
Cover - USD ($) | 12 Months Ended | ||
Nov. 30, 2020 | Feb. 25, 2021 | May 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Assisted 4 Living, Inc. | ||
Entity Central Index Key | 0001719435 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --11-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Nov. 30, 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Ex Transition Period | false | ||
Entity Common Stock Shares Outstanding | 28,690,000 | ||
Entity Public Float | $ 83,000 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 333-226979 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 82-1884480 | ||
Entity Address Address Line 1 | 6801 Energy Court, | ||
Entity Address Address Line 2 | Suite 201 | ||
Entity Address City Or Town | Sarasota | ||
Entity Address State Or Province | FL | ||
Entity Address Postal Zip Code | 34240 | ||
City Area Code | 888 | ||
Local Phone Number | 609-1169 | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
Current Assets | ||
Cash | $ 242,768 | $ 8,164 |
Prepaid expense and other current assets | 2,500 | 1,690 |
Total Current Assets | 245,268 | 9,854 |
Right of use asset | 19,542 | 0 |
TOTAL ASSETS | 264,810 | 9,854 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 127,255 | 42,581 |
Line of credit | 4,924 | 0 |
Loan payable | 20,590 | 0 |
Deferred revenue and customer deposits | 5,500 | 6,700 |
Lease liability | 17,542 | 0 |
Due to related parties | 8,356 | 5,556 |
Total Current Liabilities | 184,167 | 54,837 |
Total Liabilities | 184,167 | 54,837 |
Stockholders' Deficit | ||
Preferred stock: 25,000,000 shares authorized; $0.0001 par value no shares issued and outstanding | 0 | 0 |
Common stock: 100,000,000 shares authorized; $0.0001 par value 24,150,000 and 14,150,000 shares issued and outstanding, respectively | 2,415 | 1,415 |
Additional paid in capital | 311,303 | 71,085 |
Accumulated deficit | (233,075) | (117,483) |
Total Stockholders' Deficit | 80,643 | (44,983) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 264,810 | $ 9,854 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Nov. 30, 2020 | Nov. 30, 2019 |
Consolidated Balance Sheets | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 24,150,000 | 14,150,000 |
Common stock, shares outstanding | 14,150,000 | 14,150,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Consolidated Statements of Operations | ||
Revenue | $ 880,782 | $ 392,706 |
Operating Expenses: | ||
Direct cost | 168,458 | 84,789 |
General and administrative | 276,327 | 128,911 |
Salary expense | 388,320 | 217,032 |
Professional fees | 169,258 | 45,090 |
Total operating expenses | 1,002,363 | 475,822 |
Operating loss | (121,581) | (83,116) |
Other income (expense) | ||
Interest expense | (2,681) | (2,005) |
Other income | 8,670 | 0 |
Total other income (expense) | 5,989 | (2,005) |
Net loss before income taxes | (115,592) | (85,121) |
Provision for income tax | 0 | 0 |
Net loss | $ (115,592) | $ (85,121) |
Basic and Diluted Loss per Common Share | $ (0.01) | $ (0.01) |
Basic and Diluted Weighted Average Common Shares Outstanding | 14,643,151 | 13,998,767 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, shares at Nov. 30, 2018 | 13,050,000 | |||
Balance, amount at Nov. 30, 2018 | $ 18,138 | $ 1,305 | $ 49,195 | $ (32,362) |
Issuance of common shares for cash at $0.02 per share, shares | 1,100,000 | |||
Issuance of common shares for cash at $0.02 per share, amount | 22,000 | $ 110 | 21,890 | 0 |
Net loss | (85,121) | $ 0 | 0 | (85,121) |
Forgiveness of related party debt | 0 | |||
Balance, shares at Nov. 30, 2019 | 14,150,000 | |||
Balance, amount at Nov. 30, 2019 | (44,983) | $ 1,415 | 71,085 | (117,483) |
Issuance of common shares for cash at $0.02 per share, shares | 10,000,000 | |||
Issuance of common shares for cash at $0.02 per share, amount | 200,000 | $ 1,000 | 199,000 | 0 |
Net loss | (115,592) | 0 | 0 | (115,592) |
Forgiveness of related party debt | 41,218 | $ 0 | 41,218 | 0 |
Balance, shares at Nov. 30, 2020 | 24,150,000 | |||
Balance, amount at Nov. 30, 2020 | $ 80,643 | $ 2,415 | $ 311,303 | $ (233,075) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (115,592) | $ (85,121) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Expenses paid by related party | 44,018 | 5,556 |
Changes in current assets and liabilities: | ||
Prepaid expenses and other current assets | (810) | (1,690) |
Prepayment of right of use asset | (2,000) | 0 |
Accounts payable and accrued liabilities | 84,674 | 39,700 |
Deferred revenue and customer deposits | (1,200) | 6,700 |
Net cash provided by (used in) operating activities | 9,090 | (34,855) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 200,000 | 22,000 |
Proceeds from loan payable | 20,590 | 0 |
Line of credit, net | 4,924 | 0 |
Net cash provided by financing activities | 225,514 | 22,000 |
Net change in cash for the period | 234,604 | (12,855) |
Cash at beginning of period | 8,164 | 21,019 |
Cash at end of period | 242,768 | 8,164 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Initial recognition of right of use asset and lease liability | 42,253 | 0 |
Forgiveness of related party debt | $ 41,218 | $ 0 |
ORGANIZATION, DESCRIPTION OF BU
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 12 Months Ended |
Nov. 30, 2020 | |
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | |
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 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, and is based in Sarasota, 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. Changes in Control Roger Tichenor, Excel Family Partners, LLLP and Michael Valentino (together, “Purchasers”) collectively acquired control of the Company, effective as of November 10, 2020, in a transaction involving the purchase of 7,800,000 shares of common stock from Romulus Barr and 2,000,000 shares of common stock from Anca Barr. The Purchasers acquired 9,800,000 shares of common stock, which constitutes approximately 69% of the Company’s issued and outstanding common shares. Mr. Tichenor purchased 3,266,666 shares, Excel Family Partners purchased 3,266,668 shares and Mr. Valentino purchased 3,266,666 shares, resulting in each of them owning approximately 23% of the issued and outstanding shares of the Company as of November 10, 2020. As a result of the sale there was a change of control of the Company. Other than as described above, there are no arrangements or understandings among both the former and new control persons and their associates with respect to the election of directors of the Company or other matters. 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, 2020, the Company has an accumulated deficit and has sustained a net loss. 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. COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. The Company is closely monitoring developments and is taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, as well as its residential and consulting clients. While COVID-19 has not, to date, negatively impacted our revenues, the virus outbreak has materially impacted the operations at our Punta Gorda ALF, and may in the future impact our ALF and consulting businesses and revenues generated therefrom. It is too early to know whether or not COVID-19 will materially affect the revenues generated by our ALF. Increased safety and operational guidance and/or regulations may have a material impact on the operating costs related to our ALF. Such increased operating costs may or may not be offset by increased charges related thereto. Furthermore, the contraction of COVID-19 by any employees or residents of our ALF, and any resulting negative health consequences arising therefrom, may have a materially negative affect on our ability to continue generating revenues from our ALF and could, in extreme cases result in us closing down our ALF due to safety and/or liability concerns. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Nov. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”). Basis of Consolidation These consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All 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 Financial Instruments and Fair Value Measurements The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2020 and 2019. 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, 2020 and 2019, the Company had no allowance, nor accounts receivable. Related Parties The Company follows ASC 850, “ Related Party Disclosures,” Revenue Recognition The Company follows ASC 606, ”Revenue from Contracts with Customers.” 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. Consulting services are invoiced monthly for assistance to third parties with operating and establishing an assisted living facility. As of November 30, 2020, the Company is focusing on their resident fees and does not expect to receive significant revenue from these services. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight- line basis over the lease term in our consolidated statement of operations. Concentrations During the year ended November 30, 2020 and 2019, there were no material concentrations. 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,” The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation. 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. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 12 Months Ended |
Nov. 30, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at November 30, 2020 and 2019 consist of the following: November 30, November 30, 2020 2019 Trade accounts $ 68,245 $ 9,282 Credit card 18,571 18,240 Accrued expense 24,000 - Accrued salary 16,439 14,724 $ 127,255 $ 42,581 |
LOAN PAYABLE
LOAN PAYABLE | 12 Months Ended |
Nov. 30, 2020 | |
LOAN PAYABLE | |
NOTE 4 - LOAN PAYABLE | NOTE 4 – LOAN PAYABLE On May 4, 2020, the Company received a $20,590 loan pursuant to the Paycheck Protection Program established under the Cares Act (the “PPP Loan”). The PPP Loan had a two-year term and interest at a rate of 1.0% per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contains events of default and other provisions customary for a loan of this type. On January 19, 2021, the PPP loan and accrued interest was fully forgiven. |
LEASE
LEASE | 12 Months Ended |
Nov. 30, 2020 | |
LEASE | |
NOTE 5 - LEASE | NOTE 5 – LEASE On March 7, 2019, the Company entered into a commercial real estate lease agreement for its adult living facility. The initial terms were $3,713 monthly for the period of March 7, 2019 until January 7, 2020. On January 8, 2020, the Company renewed its adult living facility lease agreement through May 1, 2020, on which date the Company entered into a new commercial real estate lease agreement. The revised terms are $3,265 monthly payments from May 1, 2020 until May 31, 2021. As a result, the Company recognized a right of use asset (“ROU Asset”) and lease liability of $42,253. In accordance with ASC 842, the Company recorded an operating lease ROU Asset and lease liability as follows: November 30, November 30, 2020 2019 ROU asset $ 19,542 $ - |
EQUITY
EQUITY | 12 Months Ended |
Nov. 30, 2020 | |
EQUITY | |
NOTE 6 - EQUITY | NOTE 6 - 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, 2020 and 2019 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 fiscal year ended November 30, 2020, the Company issued to related parties 9,000,000 shares of common stock at $0.02 per share for $180,000. During the fiscal year ended November 30, 2020, the Company issued to an unaffiliated investor 1,000,000 shares of common stock at $0.02 per share for $20,000. During the year ended November 30, 2019, the Company issued to unaffiliated investors 1,100,000 shares of common stock at $0.02 per share for $22,000. As of November 30, 2020, and 2019, the Company had 24,150,000 and 14,150,000 common shares issued and outstanding, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Nov. 30, 2020 | |
RELATED PARTY TRANSACTIONS | |
NOTE 7 - RELATED PARTY TRANSACTIONS | NOTE 7 - RELATED PARTY TRANSACTIONS During the year ended November 30, 2020 and 2019, the Company paid officers and directors management fees of $0 and $20,360, respectively. During the year ended November 30, 2020 and 2019 our former CEO, who is still a part of management at the Company’s subsidiary, paid $44,018 and $5,556, respectively, for a property and liability insurance deposit and operation expenses on behalf of the Company. During the year ended November 30, 2020, our former CEO forgave $41,218. As of November 30, 2020, $8,356 remains payable to our former CEO. During the year ended November 30, 2020 and 2019 the Company paid consulting fees to a company controlled by our former CEO, a total amount of $26,000 and $2,700, respectively. The Company does not have employment contracts with its officers. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Nov. 30, 2020 | |
PROVISION FOR INCOME TAXES | |
NOTE 8 - PROVISION FOR INCOME TAXES | NOTE 8 – PROVISION FOR INCOME TAXES The reconciliation of income tax expense at the U.S. statutory rate of 21% in 2020 and 2019, to the Company’s effective tax rate is as follows: November 30, November 30, 2020 2019 Income tax expense at statutory rate $ (24,274 ) $ (17,875 ) Income tax adjustment - 384 Change in valuation allowance 24,274 17,491 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, 2020 and 2019 are as follows: November 30, November 30, 2020 2019 NOL Carryover $ 48,541 $ 24,267 Change in control (25,824 ) - Valuation allowance (22,717 ) (24,267 ) Net deferred tax asset $ - $ - The Company has approximately $233,075 of net operating losses (“NOL”) generated from inception (May 24, 2017) to November 30, 2020 carried forward to offset taxable income in future years which expire commencing in fiscal 2037. NOLs generated in tax years prior to November 30, 2018, can be carryforward for twenty years, whereas NOLs generated after November 30, 2018 can be carryforward indefinitely. 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, 2020, 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%. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years. Tax returns for the years ended 2017 through 2020, 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, 2020. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Nov. 30, 2020 | |
SUBSEQUENT EVENT | |
NOTE 9 - SUBSEQUENT EVENT | NOTE 9 – SUBSEQUENT EVENT Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. On January 29, 2021, the Company entered into a Membership Interest Purchase Agreement by and among the Company, Richard T. Mason, G. Shayne Bench and Trillium Healthcare Group, LLC, a Florida limited liability company ("Trillium") to acquire all of the issued and outstanding ownership interests of Fairway Healthcare Properties, LLC and Trillium Healthcare Consulting, LLC from Trillium (the "Transaction"). Fairway Healthcare Properties, LLC and Trillium Healthcare Consulting, LLC and their respective direct and indirect subsidiaries own all of the assets related to or used in connection with the business of providing rehabilitation, skilled nursing, memory care, assisted living and independent living services and other services ancillary or otherwise related thereto. The Transaction is expected to close by the end of March 2021, subject to the Company's approval of updated disclosure schedules to be provided by Trillium by the end of February, and other customary closing conditions. After the Transaction closes, the Company intends to sell its current business and assets to a current stockholder in exchange for 200,000 outstanding Common Shares. During February 2021, the Company sold an aggregate of 4,540,000 shares of its common stock to twenty-four (24) independent investors at a price of $0.50 per share for an aggregate purchase price of $2,270,000. Pursuant to the Employment Agreement, Louis Collier Jr., our Chief Executive Officer's (“Collier”) employment period is for an initial term of four years. Collier will be paid a base salary of $400,000, which will be reassessed and renegotiated in good faith after the Company is profitable over a fiscal year. The Company will also pay Collier a signing bonus of $150,000, which will be payable as follows: $50,000 within five days of the Effective Date; $50,000 within 90 days of the Effective Date; and $50,000 within 180 days of the Effective Date. If Collier's employment with the Company is terminated for any reason within five years following the Effective Date, Collier must repay the signing bonus within 45 days of such termination; provided, however, the amount of the signing bonus required to be repaid will be (i) net of any taxes Collier is required to pay; and (ii) reduced by 20% after each year of employment. Collier will also be issued 1,250,000 phantom shares within ten days after the Company approves and adopts a Phantom Equity Plan. The phantom shares will be subject to a phantom unit interest award agreement, which will set forth the vesting of the phantom shares. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Nov. 30, 2020 | |
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 consolidated financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”). |
Basis of Consolidation | These consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All 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 $242,768 and $8,164 in cash as of November 30, 2020 and 2019, respectively. |
Financial Instruments and Fair Value Measurements | The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2020 and 2019. 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, 2020 and 2019, the Company had no allowance, nor accounts receivable. |
Related Parties | The Company follows ASC 850, “ Related Party Disclosures,” |
Revenue Recognition | The Company follows ASC 606, ”Revenue from Contracts with Customers.” 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. Consulting services are invoiced monthly for assistance to third parties with operating and establishing an assisted living facility. As of November 30, 2020, the Company is focusing on their resident fees and does not expect to receive significant revenue from these services. |
Leases | We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Leases with a lease term of 12 months or less at inception are not recorded on our consolidated balance sheet and are expensed on a straight- line basis over the lease term in our consolidated statement of operations. |
Concentrations | During the year ended November 30, 2020 and 2019, there were no material concentrations. |
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,” The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. |
Reclassification | Certain amounts from prior periods have been reclassified to conform to the current period presentation. |
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. |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of accounts payable and accrued liabilities | November 30, November 30, 2020 2019 Trade accounts $ 68,245 $ 9,282 Credit card 18,571 18,240 Accrued expense 24,000 - Accrued salary 16,439 14,724 $ 127,255 $ 42,581 |
LEASE (Tables)
LEASE (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
LEASE | |
Summary of operation lease assets and liabilities | November 30, November 30, 2020 2019 ROU asset $ 19,542 $ - November 30, November 30, Operating lease liability 2020 2019 Current $ 17,542 $ - Non-Current - - $ 17,542 $ - |
Summary of remaining operating lease obligations | Remaining lease term 0.50 year Discount rate 1.00 % |
Summary of future minimum lease payments | 2021 $ 17,590 Thereafter - Total 17,590 Less: Imputed interest (48 ) Operating lease liability $ 17,542 |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Nov. 30, 2020 | |
PROVISION FOR INCOME TAXES | |
Schedule of provisions for refundable federal income tax at a blended rate | November 30, November 30, 2020 2019 Income tax expense at statutory rate $ (24,274 ) $ (17,875 ) Income tax adjustment - 384 Change in valuation allowance 24,274 17,491 Income tax expense per books $ - $ - |
Schedule of tax effects of temporary differences to the Company's net deferred tax assets | November 30, November 30, 2020 2019 NOL Carryover $ 48,541 $ 24,267 Change in control (25,824 ) - Valuation allowance (22,717 ) (24,267 ) Net deferred tax asset $ - $ - |
ORGANIZATION, DESCRIPTION OF _2
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN (Details Narrative) | Nov. 10, 2020shares |
Mr. Valentino [Member] | |
Common stock shares purchased by related party from Romulus Barr and Anca Barr | 3,266,666 |
Equity method investment, ownership interest acquired | 23.00% |
Excel Family Partners [Member] | |
Common stock shares purchased by related party from Romulus Barr and Anca Barr | 3,266,668 |
Equity method investment, ownership interest acquired | 23.00% |
Roger Tichenor [Member] | |
Common stock shares purchased by related party from Romulus Barr and Anca Barr | 3,266,666 |
Equity method investment, ownership interest acquired | 23.00% |
Purchasers [Member] | |
Common stock shares purchased by related party from Romulus Barr and Anca Barr | 9,800,000 |
Equity method investment, ownership interest acquired | 69.00% |
Common stock shares purchased by related party from Anca Barr | 2,000,000 |
Common stock shares purchased by related party from Romulus Barr | 7,800,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 | Nov. 30, 2018 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash and cash equivalents | $ 242,768 | $ 8,164 | $ 21,019 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Trade accounts | $ 68,245 | $ 9,282 |
Credit card | 18,571 | 18,240 |
Accrued expense | 24,000 | 0 |
Accrued salary | 16,439 | 14,724 |
Total accounts payable and accrued liabilities | $ 127,255 | $ 42,581 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | May 04, 2020 | Nov. 30, 2020 | Nov. 30, 2019 |
Loan payable | $ 20,590 | $ 0 | |
Paycheck Protection Progra [Member] | |||
Loan payable | $ 20,590 | ||
Debt instrument interest rate | 1.00% | ||
Debt instrument maturity term | two-year |
LEASE (Details)
LEASE (Details) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
LEASE | ||
Right of use asset | $ 19,542 | $ 0 |
Current | 17,542 | 0 |
Non-Current | 0 | 0 |
Lease liability | $ 17,542 | $ 0 |
LEASE (Details 1)
LEASE (Details 1) | 12 Months Ended |
Nov. 30, 2020 | |
LEASE | |
Remaining lease term | 0.50 year |
Discount rate | 1.00% |
LEASE (Details 2)
LEASE (Details 2) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
LEASE | ||
2021 | $ 17,590 | |
Thereafter | 0 | |
Total | 17,590 | |
Less: Imputed interest | 48 | |
Lease liability | $ 17,542 | $ 0 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
March 7, 2019 [Member] | ||
Operating lease monthly rent | $ 3,713 | |
January 8, 2020 [Member] | ||
Operating lease monthly rent | 3,265 | |
Rent expense | $ 46,463 | $ 29,707 |
EQUITY (Detail Narrative)
EQUITY (Detail Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 24,150,000 | 14,150,000 |
Common stock, shares outstanding | 14,150,000 | 14,150,000 |
Value of common shares issued to unaffiliated investors | $ 200,000 | $ 22,000 |
UnaffiliatedInvestors [Member] | ||
Number of common shares issued to unaffiliated investors | 1,000,000 | 1,100,000 |
Stock issue price per share | $ 0.02 | $ 0.02 |
Value of common shares issued to unaffiliated investors | $ 20,000 | $ 22,000 |
Related Parties [Member] | ||
Number of common shares issued to unaffiliated investors | 9,000,000 | |
Stock issue price per share | $ 0.02 | |
Value of common shares issued to unaffiliated investors | $ 180,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
Due to related party | $ 8,356 | $ 5,556 |
Company controlled by former CEO [Member] | ||
Consulting fees paid by former CEO to a related party | 26,000 | 2,700 |
Former CEO [Member] | ||
Property and liability insurance deposit and operation expenses paid by Former CEO | 44,018 | 5,556 |
Related party debt forgiven, amount | 41,218 | |
Due to related party | 8,356 | |
Officers and Directors [Member] | ||
Management fees | $ 0 | $ 20,360 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Nov. 30, 2020 | Nov. 30, 2019 | |
PROVISION FOR INCOME TAXES | ||
Income tax expense at statutory rate | $ (24,274) | $ (17,875) |
Income tax adjustment | 0 | 384 |
Change in valuation allowance | 24,274 | 17,491 |
Income tax expense per books | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_2
PROVISION FOR INCOME TAXES (Details 1) - USD ($) | Nov. 30, 2020 | Nov. 30, 2019 |
PROVISION FOR INCOME TAXES | ||
NOL Carryover | $ 48,541 | $ 24,267 |
Change in control | (25,824) | 0 |
Valuation allowance | (22,717) | (24,267) |
Net deferred tax asset | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_3
PROVISION FOR INCOME TAXES (Detail Narrative) | 12 Months Ended |
Nov. 30, 2020USD ($) | |
PROVISION FOR INCOME TAXES | |
Net operating losses | $ 233,075 |
Percentage of cumulative changes in the ownership interest over three-year | 50.00% |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) - Subsequent Event [Member] | 1 Months Ended | |
Feb. 28, 2021USD ($)integer$ / sharesshares | Jan. 29, 2021shares | |
Shares receivable upon sale of business under acquisition process from stockholder | 200,000 | |
Investor [Member] | ||
Common stock share sold | 4,540,000 | |
Number of investors | integer | 24 | |
Common stock shares sold, share price | $ / shares | $ 0.50 | |
Common stock shares sold, amount | $ | $ 2,270,000 | |
Louis Collier Jr [Member] | ||
Signing bonus payable description | The Company will also pay Collier a signing bonus of $150,000, which will be payable as follows: $50,000 within five days of the Effective Date; $50,000 within 90 days of the Effective Date; and $50,000 within 180 days of the Effective Date. | |
Signing bonus termination description | Collier must repay the signing bonus within 45 days of such termination; provided, however, the amount of the signing bonus required to be repaid will be (i) net of any taxes Collier is required to pay; and (ii) reduced by 20% after each year of employment. | |
Salary | $ | $ 400,000 | |
Phantom shares issued | 1,250,000 |