Cover
Cover - shares | 3 Months Ended | |
Feb. 28, 2021 | Apr. 14, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | Assisted 4 Living, Inc. | |
Entity Central Index Key | 0001719435 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Feb. 28, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 40,545,418 | |
Document Quarterly 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 Postal Zip Code | 34240 | |
City Area Code | 888 | |
Local Phone Number | 609-1169 | |
Entity Interactive Data Current | Yes | |
Entity Address State Or Province | FL |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 |
Current Assets | ||
Cash | $ 2,200,752 | $ 242,768 |
Accounts receivable | 3,935 | 0 |
Other current asset | 2,500 | 2,500 |
Total Current Assets | 2,207,187 | 245,268 |
Right of use asset | 9,783 | 19,542 |
TOTAL ASSETS | 2,216,970 | 264,810 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 387,218 | 127,255 |
Line of credit | 3,955 | 4,924 |
Loan payable | 0 | 20,590 |
Deferred revenue and customer deposits | 10,400 | 5,500 |
Lease liability | 7,783 | 17,542 |
Due to related parties | 8,431 | 8,356 |
Total Current Liabilities | 417,787 | 184,167 |
Total Liabilities | 417,787 | 184,167 |
Stockholders' Equity | ||
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 28,690,000 and 24,150,000 shares issued and outstanding, respectively | 2,869 | 2,415 |
Additional paid in capital | 2,580,849 | 311,303 |
Accumulated deficit | (784,535) | (233,075) |
Total Stockholders' Equity | 1,799,183 | 80,643 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,216,970 | $ 264,810 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Feb. 28, 2021 | Nov. 30, 2020 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 28,690,000 | 24,150,000 |
Common stock, shares outstanding | 28,690,000 | 24,150,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Condensed Consolidated Statements of Operations (Unaudited) | ||
Revenue | $ 212,105 | $ 212,896 |
Operating Expenses: | ||
Direct cost | 46,610 | 13,042 |
General and administrative | 71,261 | 92,313 |
Salary expense | 187,276 | 100,460 |
Professional fees | 477,387 | 12,225 |
Total operating expenses | 782,534 | 218,040 |
Operating loss | (570,429) | (5,144) |
Other income (expense) | ||
Interest expense | (1,621) | (803) |
Other income | 0 | 816 |
Forgiveness on loan payable | 20,590 | 0 |
Total other income (expense) | 18,969 | 13 |
Net loss before income taxes | (551,460) | (5,131) |
Provision for income tax | 0 | 0 |
Net loss | $ (551,460) | $ (5,131) |
Basic and Diluted Loss per Common Share | $ (0.02) | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding | 25,117,667 | 14,150,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit) (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Nov. 30, 2019 | 14,150,000 | |||
Balance, amount at Nov. 30, 2019 | $ (44,983) | $ 1,415 | $ 71,085 | $ (117,483) |
Net loss for the period | (5,131) | $ 0 | 0 | (5,131) |
Balance, shares at Feb. 28, 2020 | 14,150,000 | |||
Balance, amount at Feb. 28, 2020 | (50,114) | $ 1,415 | 71,085 | (122,614) |
Balance, shares at Nov. 30, 2020 | 24,150,000 | |||
Balance, amount at Nov. 30, 2020 | 80,643 | $ 2,415 | 311,303 | (233,075) |
Net loss for the period | (551,460) | $ 0 | 0 | (551,460) |
Issuance of common shares for cash, shares | 4,540,000 | |||
Issuance of common shares for cash, amount | 2,270,000 | $ 454 | 2,269,546 | 0 |
Balance, shares at Feb. 28, 2021 | 28,690,000 | |||
Balance, amount at Feb. 28, 2021 | $ 1,799,183 | $ 2,869 | $ 2,580,849 | $ (784,535) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (551,460) | $ (5,131) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Forgiveness of loan payable | (20,590) | 0 |
Changes in current assets and liabilities: | ||
Accounts receivable | (3,935) | 0 |
Prepaid expenses and other current assets | 0 | 1,690 |
Accounts payable and accrued liabilities | 259,963 | (6,425) |
Deferred revenue and customer deposits | 4,900 | (5,900) |
Net cash used in operating activities | (311,122) | (15,766) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock | 2,270,000 | 0 |
Proceeds from related party | 75 | 0 |
Line of credit, net | (969) | 12,339 |
Net cash provided by financing activities | 2,269,106 | 12,339 |
Net change in cash for the period | 1,957,984 | (3,427) |
Cash at beginning of period | 242,768 | 8,164 |
Cash at end of period | 2,200,752 | 4,737 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | $ 218 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Feb. 28, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of Assisted 4 Living, Inc. (“Assisted,” the “Company,” “we” or “us”), 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. In the opinion of the Company’s management, the accompanying unaudited condensed 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, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 28, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2020 filed with the SEC on March 1, 2021. Basis of Consolidation These condensed 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 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. Reclassification Certain amounts from prior periods have been reclassified to conform to the current period presentation . 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. Going forward any additional 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 |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Feb. 28, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 2 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at February 28, 2021 and November 30, 2020 consist of the following: February 28, November 30, 2021 2020 Trade accounts $ 5,918 $ 67,910 Credit card 10,487 18,571 Accrued expense 350,000 24,000 Accrued salary 10,342 16,439 Sales tax payable 335 335 Payroll tax payable 10,136 - $ 387,218 $ 127,255 |
LOAN PAYABLE
LOAN PAYABLE | 3 Months Ended |
Feb. 28, 2021 | |
LOAN PAYABLE | |
NOTE 3 - LOAN PAYABLE | NOTE 3 – 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 Company recorded $20,590 for other income, on the forgiveness of this PPP Loan. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Feb. 28, 2021 | |
RELATED PARTY TRANSACTIONS | |
NOTE 4 - RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS During the three months ended February 28, 2021 and 2020, the Company incurred consulting fees from a company controlled by the CEO of our subsidiary, in the total amount of $6,100 and $7,500, respectively. During the three months ended February 28, 2021 and 2020, the Company paid officer’s salaries of $80,769 and, $0, respectively. On February 1, 2021 (the “Effective Date”), the Company signed an employment agreement with our new CEO, Louis Collier (“Collier”). 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 (paid); $50,000 within 90 days of the Effective Date; and $50,000 within 180 days of the Effective Date. 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. |
LEASE
LEASE | 3 Months Ended |
Feb. 28, 2021 | |
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 the operating lease ROU Asset and lease liability as follows: February 28, November 30, 2021 2020 ROU asset $ 9,783 $ 19,542 |
EQUITY
EQUITY | 3 Months Ended |
Feb. 28, 2021 | |
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 February 28, 2021 and November 30, 2020, 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, 2021, the Company issued to unaffiliated investors 4,540,000 shares of common stock at $0.50 per share for $2,270,000. As of February 28, 2021 and November 30, 2020, the Company had 28,690,000 and 24,150,000 common shares issued and outstanding, respectively. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 3 Months Ended |
Feb. 28, 2021 | |
SUBSEQUENT EVENT | |
NOTE 7 - SUBSEQUENT EVENT | NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from February 28, 2021 through the date these financial statements were issued and determined the following events require disclosure: During the period from March 6 through April 9, 2021, the Company issued an aggregate of 3,690,000 shares of common stock to 18 investors at a price of $0.50 per share for aggregate proceeds of $1,845,000. Trillium Healthcare Croup, LLC The Company entered into a Second Amendment dated April 5, 2021 to that certain Membership Interest Purchase Agreement dated as of January 29, 2021, (the "Purchase Agreement") by and among the Company, Richard T. Mason (“ Mason Bench Trillium The Second Amendment amends and restates Section 5.18(b) of the Purchase Agreement and provides the Company with a longer review period following the Company’s receipt of seller’s initial disclosure schedule. The Company now has until April 15, 2021 to review such material. If any diligence requests or follow-up requests remain unsatisfied, and/or the Company is continuing to negotiate in good faith in connection with information relating to seller’s disclosure schedule, the Company’s review period is automatically extended for 15 days, to April 30, 2021. The Second Amendment also amends and restates several sections of the Purchase Agreement in connection with a change in the form of the consideration to be paid for the Interests. Certain Sections were amended and restated to provide for: (1) a reduction in the minimum amount of cash seller is required to have on hand at closing from $11,100,000 to $9,100,000; (2) a reduction in the cash purchase price to be paid to the seller from $9,000,000 to $4,000,000, of which $2,000,000 is to be paid at closing and the remaining $2,000,000 paid on or before the earlier of the date that is: (i) 30 days following the closing of a public offering of the Company’s common stock; (ii) ten days following a determination by the Company’s board of directors, in its sole discretion, that Buyer has sufficient surplus cash from which to pay the $2,000,000; or (iii) ten days following the one year anniversary of the transaction closing date; and (3) to offset the reduction in the cash portion of the purchase price, the issuance of shares of the Company’s common stock valued at $5,000,000 (based on a price per share determined at the time of issuance as described in the Second Amendment) on or before the earlier of the date that is: (i) 30 days following the closing of a registered public offering of the Company’s common stock; or (ii) ten days following the one year anniversary of the transaction closing date. Florida Nursing Facility On March 10, 2021, the Company entered into an asset purchase Agreement between the Company, 207 Marshall Drive Operations LLC and 803 Oak Street Operations LLC. Each seller is the tenant and operator of a skilled nursing facility located in Florida. On March 1, 2021, each seller filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware. The Company previously disclosed entering into the purchase agreement in a Current Report on Form 8-K filed with the SEC on March 16, 2021. The purchase agreement provides for the sale by the sellers to the Company of the assets associated with the facilities, other than accounts receivables relating to periods prior to the closing, subject to the approval of the Bankruptcy Court and entry of a sale order determining the Company to be the successful bidder, and pursuant to the terms of such sale order. Subject to the terms of the purchase agreement, the Company is acquiring the assets from the sellers in exchange for $2,000,000 and the assumption of certain liabilities. The Company paid a $200,000 deposit upon execution of the purchase agreement, which will be applied to the purchase price at closing. The transaction is expected to close shortly after the sale hearing date currently scheduled for May 13, 2021, subject to the Company’s approval of disclosure schedules to be provided by the sellers, and other customary closing conditions. Banyan Pediatric Care Centers, Inc. On March 23, 2021, the Company entered into a Plan of Merger by and among itself, its wholly owned subsidiary, BPCC Acquisition, Inc., a Florida corporation, and Banyan Pediatric Care Centers, Inc., a Florida corporation ("Banyan"). Under the terms of the Plan of Merger, BPCC Acquisition, Inc merged with and into Banyan with Banyan surviving the merger and becoming a wholly-owned subsidiary of the Company (the "Merger"). The Company previously disclosed entering into the Plan of Merger in a Current Report on Form 8-K filed with the SEC on April 8, 2021. At the effective time of the Merger on March 23, 2021: · Banyan’s 49,984,649 outstanding shares of common stock, held by 64 shareholders, were converted into and exchanged for the right to receive 4,165,418 shares of the Company’s validly issued, fully paid and nonassessable shares of common stock, based on an exchange ratio of one (1) share of common stock of the Company for every twelve (12) shares of Banyan common stock. All fractional shares were rounded up to the next whole share. The pre-Merger shareholders of the Company retained an aggregate of 31,230,000 shares of outstanding common stock, representing approximately 79% ownership of the outstanding shares of common stock of the Company post-Merger. Therefore, upon consummation of the Merger, there was not a change in control of the Company. · Banyan’s outstanding warrant to purchase 900,000 shares of common stock was converted into and exchanged for a warrant to purchase 75,000 shares of the Company’s common stock (the “ Warran · Banyan’s $2,300,000 of outstanding debt was assumed by the surviving corporation, and the $2,000,000 of such debt that was convertible into 20,000,000 shares of Banyan common stock was converted at $0.50 per share into 4,000,000 shares of common stock of the Company, effective as of April 12, 2021. The $300,000 of outstanding debt, evidenced by a promissory note dated November 6, 2020, accrues interest at the annual rate of 12%, payable on the sixth day of each month in the amount of $3,000 until the maturity date of the Note on November 6, 2021, at which time, the remaining principal balance, if any, shall be due and payable. There is a prepayment charge if any portion of the principal is paid prior to May 6, 2021, then Banyan must pay a prepayment fee calculated as the difference between six (6) months of interest on the amount of principal being prepaid and the amount of interest paid to date on the amount of principal being prepaid. The Merger was treated as a recapitalization and reverse acquisition of the Company, and Banyan is considered the acquirer, for financial accounting purposes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Feb. 28, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements of Assisted 4 Living, Inc. (“Assisted,” the “Company,” “we” or “us”), 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. In the opinion of the Company’s management, the accompanying unaudited condensed 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, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 28, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2020 filed with the SEC on March 1, 2021. |
Basis of Consolidation | These condensed 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 | 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. |
Reclassification | Certain amounts from prior periods have been reclassified to conform to the current period presentation . 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. Going forward any additional 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 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |
Schedule of accounts payable and accrued liabilities | February 28, November 30, 2021 2020 Trade accounts $ 5,918 $ 67,910 Credit card 10,487 18,571 Accrued expense 350,000 24,000 Accrued salary 10,342 16,439 Sales tax payable 335 335 Payroll tax payable 10,136 - $ 387,218 $ 127,255 |
LEASE (Tables)
LEASE (Tables) | 3 Months Ended |
Feb. 28, 2021 | |
LEASE | |
Summary of operation lease assets and liabilities | February 28, November 30, 2021 2020 ROU asset $ 9,783 $ 19,542 February 28, November 30, 2021 2020 Operating lease liability: Current $ 7,783 $ 17,542 Non-Current - - $ 7,783 $ 17,542 |
Summary of remaining operating lease obligations | Remaining lease term 0.25 year Discount rate 1.00 % |
Summary of future minimum lease payments | 2021 $ 7,795 Thereafter - Total 7,795 Less: Imputed interest (12 ) Operating lease liabilities $ 7,783 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | ||
Trade accounts | $ 5,918 | $ 67,910 |
Credit card | 10,487 | 18,571 |
Accrued expense | 350,000 | 24,000 |
Accrued salary | 10,342 | 16,439 |
Sales tax payable | 335 | 335 |
Payroll tax payable | 10,136 | 0 |
Total accounts payable and accrued liabilities | $ 387,218 | $ 127,255 |
LOAN PAYABLE (Details Narrative
LOAN PAYABLE (Details Narrative) - USD ($) | May 04, 2020 | Feb. 28, 2021 | Feb. 29, 2020 | Jan. 19, 2021 | Nov. 30, 2020 |
Loan payable | $ 0 | $ 20,590 | $ 20,590 | ||
Forgiveness on 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 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Feb. 29, 2020 | |
Salary paid | $ 187,276 | $ 100,460 |
Phantom Equity Plan [Member] | ||
Shares issuable | 1,250,000 | |
Company controlled by former CEO [Member] | ||
Consulting fees paid by former CEO to a related party | $ 6,100 | 7,500 |
Former CEO [Member] | ||
Salary paid | 400,000 | |
Bonus | $ 150,000 | |
Related party, description | which will be payable as follows: $50,000 within five days of the Effective Date (paid); $50,000 within 90 days of the Effective Date; and $50,000 within 180 days of the Effective Date. | |
Officers and Directors [Member] | ||
Salary paid | $ 80,769 | $ 0 |
LEASE (Details)
LEASE (Details) - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 |
LEASE | ||
Right of use asset | $ 9,783 | $ 19,542 |
Operating lease liability: | ||
Current | 7,783 | 17,542 |
Non-Current | 0 | 0 |
Lease liability | $ 7,783 | $ 17,542 |
LEASE (Details 1)
LEASE (Details 1) | 3 Months Ended |
Feb. 28, 2021 | |
LEASE | |
Remaining lease term | 0.25 |
Discount rate | 1.00% |
LEASE (Details 2)
LEASE (Details 2) - USD ($) | Feb. 28, 2021 | Nov. 30, 2020 |
LEASE | ||
2021 | $ 7,795 | |
Thereafter | 0 | |
Total | 7,795 | |
Less: Imputed interest | (12) | |
Lease liability | $ 7,783 | $ 17,542 |
LEASE (Details Narrative)
LEASE (Details Narrative) - USD ($) | 3 Months Ended | ||
Feb. 28, 2021 | Feb. 29, 2020 | Nov. 30, 2020 | |
Rent expense | $ 9,739 | $ 11,140 | |
Lease liability | 7,783 | $ 17,542 | |
March 7, 2019 [Member] | |||
Operating lease monthly rent | 3,713 | ||
January 8, 2020 [Member] | |||
Operating lease monthly rent | 3,265 | ||
Lease liability | $ 42,253 |
EQUITY (Detail Narrative)
EQUITY (Detail Narrative) - USD ($) | 3 Months Ended | |
Feb. 28, 2021 | Nov. 30, 2020 | |
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 | 28,690,000 | 24,150,000 |
Common stock, shares outstanding | 28,690,000 | 24,150,000 |
Value of common shares issued to unaffiliated investors | $ 2,270,000 | |
UnaffiliatedInvestors [Member] | ||
Number of common shares issued to unaffiliated investors | 4,540,000 | |
Stock issue price per share | $ 0.50 | |
Value of common shares issued to unaffiliated investors | $ 2,270,000 |
SUBSEQUENT EVENT (Details Narra
SUBSEQUENT EVENT (Details Narrative) | Nov. 06, 2021USD ($) | Apr. 12, 2021USD ($)$ / sharesshares | Apr. 08, 2021USD ($) | Mar. 10, 2021USD ($) | Apr. 09, 2021USD ($)integer$ / sharesshares | Mar. 23, 2021USD ($)integer$ / sharesshares | Feb. 28, 2021USD ($)shares | Feb. 29, 2020USD ($) | Nov. 30, 2020shares |
Common stock, shares Outstanding | shares | 28,690,000 | 24,150,000 | |||||||
Proceeds from issuance of common stock | $ 2,270,000 | $ 0 | |||||||
Subsequent Events [Member] | |||||||||
Number of investors | integer | 18 | ||||||||
Common stock, shares issued during the period, shares | shares | 3,690,000 | ||||||||
Proceeds from issuance of common stock | $ 1,845,000 | ||||||||
Stock issue price per share | $ / shares | $ 0.50 | ||||||||
Purchase Agreement [Member] | Trillium Healthcare Croup, LLC [Member] | Subsequent Event [Member] | |||||||||
Agreement descriptions | (1) a reduction in the minimum amount of cash seller is required to have on hand at closing from $11,100,000 to $9,100,000; (2) a reduction in the cash purchase price to be paid to the seller from $9,000,000 to $4,000,000, of which $2,000,000 is to be paid at closing and the remaining $2,000,000 paid on or before the earlier of the date that is: (i) 30 days following the closing of a public offering of the Company’s common stock | ||||||||
Cash | $ 2,000,000 | ||||||||
Fair value of common stock shares | $ 5,000,000 | ||||||||
Purchase Agreement [Member] | Florida Nursing Facility [Member] | Subsequent Event [Member] | |||||||||
Acquire assets in exchange of liabilities | 2,000,000 | ||||||||
Deposit amount | $ 200,000 | ||||||||
Plan Merger [Member] | Banyan Pediatric Care Centers, Inc. [Member] | Subsequent Event [Member] | |||||||||
Common stock shares converted, shares | shares | 49,984,649 | ||||||||
Common stock shares issued upon conversion of shares | shares | 4,165,418 | ||||||||
Warrants to purchase upon common stock shares | shares | 900,000 | ||||||||
Exhange of warrant upon purchase of shares | $ 75,000 | ||||||||
Warrants exercise price | $ / shares | $ 0.38 | ||||||||
Outstanding debt amount | $ 300,000 | $ 2,300,000 | |||||||
Debt conversion amount | $ 2,000,000 | ||||||||
Debt conversion converted shares | shares | 20,000,000 | ||||||||
Conversion price | $ / shares | $ 0.50 | ||||||||
Debt conversion shares of assisted common stock | shares | 4,000,000 | ||||||||
Debt instrument, interest rate | 12.00% | ||||||||
Debt instrument, principal periodic payment | $ 3,000 | ||||||||
Debt instrument, maturity date | Nov. 6, 2021 | ||||||||
Number of shareholders | integer | 64 | ||||||||
Common stock, shares Outstanding | shares | 31,230,000 | ||||||||
Ownership interest | 79.00% |