ASSISTED 4 LIVING, INC. - Quarter Report: 2020 February (Form 10-Q)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: February 29, 2020 |
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. ☒ 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). ☒ 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 | ☒ | ||
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 ☒ No
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 April 8, 2020.
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F-1 |
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| February 29, |
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| November 30, |
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| 2020 |
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| 2019 |
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ASSETS |
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Current Assets |
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Cash |
| $ | 4,737 |
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| $ | 8,164 |
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Prepaid expenses |
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| — |
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| 1,690 |
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Total Current Assets |
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| 4,737 |
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| 9,854 |
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TOTAL ASSETS |
| $ | 4,737 |
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| $ | 9,854 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current Liabilities |
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Accounts payable and accrued liabilities |
| $ | 36,156 |
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| $ | 42,581 |
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Line of credit | 12,339 | — | ||||||
Deferred revenue and customer deposits | 800 | 6,700 | ||||||
Due to related parties |
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| 5,556 |
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| 5,556 |
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Total Current Liabilities |
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| 54,851 |
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| 54,837 |
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Total Liabilities |
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| 54,851 |
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| 54,837 |
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Stockholders’ Deficit |
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Preferred stock: 25,000,000 shares authorized; $0.0001 par value no shares issued and outstanding |
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Common stock: 100,000,000 shares authorized; $0.0001 par value 14,150,000 shares issued and outstanding |
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| 1,415 |
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| 1,415 |
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Additional paid in capital |
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| 71,085 |
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| 71,085 |
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Accumulated deficit |
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| (122,614 | ) |
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| (117,483 | ) |
Total Stockholders’ Deficit |
| (50,114 | ) |
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| (44,983 | ) | |
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT |
| $ | 4,737 |
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| $ | 9,854 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
F-2 |
Three Months Ended | ||||||||
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| February 29, |
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| February 28, |
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| 2020 |
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| 2019 |
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Revenue |
| $ | 212,896 |
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| $ | 4,500 |
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Cost of service |
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| (113,502 | ) |
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| — |
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Gross Profit | 99,394 | 4,500 | ||||||
Operating Expenses: |
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General and administrative |
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| 92,313 |
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| 5,352 |
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Professional fees |
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| 12,225 |
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| 8,615 |
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Total operating expenses |
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| 104,538 |
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| 13,967 |
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Operating Loss |
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| (5,144 | ) |
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| (9,467 | ) |
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Other income (expense) | ||||||||
Interest expense, net | (803 | ) | — | |||||
Other income | 816 | — | ||||||
Total other expenses | 13 | — | ||||||
Net loss before income taxes | (5,131) | (9,467) | ||||||
Provision for income tax |
| — |
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| — |
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Net Loss |
| $ | (5,131 | ) |
| $ | (9,467 | ) |
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Basic and Diluted Loss per Common Share |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
Basic and Diluted Weighted Average Common Shares Outstanding |
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| 14,150,000 |
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| 13,536,667 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
F-3 |
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| Additional |
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| Common Stock |
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| Paid in |
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| Accumulated |
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| Shares |
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| Capital |
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Balance - November 30, 2019 |
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| 14,150,000 |
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| $ | 1,415 |
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| $ | 71,085 |
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| $ | (117,483 | ) |
| $ | (44,983 | ) | |
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Net loss for the period |
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| — |
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| — |
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| — |
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| (5,131 | ) |
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| (5,131 | ) | |
Balance - February 28, 2020 |
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| 14,150,000 |
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| $ | 1,415 |
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| $ | 71,085 |
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| $ | (122,614 | ) |
| $ | (50,114 | ) |
For the Three Months Ended February 28, 2019
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| Additional |
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| Common Stock |
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| Accumulated |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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Balance - November 30, 2018 |
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| 13,050,000 |
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| $ | 1,305 |
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| $ | 49,195 |
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| $ | (32,362 | ) |
| $ | 18,138 |
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Issuance of common shares at $0.02 per share |
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| 1,100,000 |
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| 110 |
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| 21,890 |
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| — |
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| 22,000 |
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Net loss for the period |
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| — |
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| — |
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| — |
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| (9,467 | ) |
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| (9,467 | ) |
Balance - February 28, 2019 |
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| 14,150,000 |
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| $ | 1,415 |
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| $ | 71,085 |
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| $ | (41,829 | ) |
| $ | 30,671 |
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| Three Months Ended |
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February 29, | February 28, | |||||||
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| 2020 |
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| 2019 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss |
| $ | (5,131 | ) |
| $ | (9,467 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Changes in current assets and liabilities: |
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Prepaid expenses |
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| 1,690 |
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| — | |
Accounts payable and accrued liabilities |
| (6,425) |
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| 2,526 |
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Deferred revenue and customer deposists |
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| (5,900 | ) |
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| - |
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Net Cash Used in Operating Activities |
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| (15,766 | ) |
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| (6,941 | ) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Issuance of common stock |
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| — |
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| 22,000 |
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Net proceeds from line of credit | 12,339 | — | ||||||
Net Cash Provided by Financing Activities |
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| 12,339 |
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| 22,000 |
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Net change in cash for the period |
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| (3,427 | ) |
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| 15,059 |
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Cash at beginning of period |
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| 8,164 |
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| 21,019 |
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Cash at end of period |
| $ | 4,737 |
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| $ | 36,078 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for income taxes |
| $ | — |
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| $ | — |
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Cash paid for interest |
| $ | — |
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| $ | — |
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The accompanying notes are an integral part of these unaudited consolidated financial statements
F-5 |
Table of Contents |
ASSISTED 4 LIVING, INC.
Notes to the Consolidated Financial Statements
February 29, 2020
(Unaudited)
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 for 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 operated its assisted living facility 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 February 29, 2020, the Company has an accumulated deficit.
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.
In the opinion of the Company’s management, the accompanying unaudited 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 29, 2020 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 29, 2020 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, 2019 filed with the SEC on February 28, 2020.
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
The Company follows 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.
Leases
In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on balance sheet and disclose key information about the leasing arrangements. The new standard establishes a right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months.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 income.
The new standard was effective for the Company on December 1, 2019, with early adoption permitted. The Company chose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company adopted the new standard on December 1, 2019 and will use the effective date as our date of initial application. Consequently, financial information is not provided for the dates and periods before December 1, 2019. The new standard provides a number of optional expedients in transition. The Company elected the package of practical expedients which permits the Company not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company continues expensing leases that have a term of 12 months of less.
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.
F-7 |
NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at February 29, 2020 and November 30, 2019 consist of the following:
February 29, | November 30, | |||||||
2020 | 2019 | |||||||
Trade accounts | $ | 11,632 | $ | 9,282 | ||||
Credit card | 18,569 | 18,240 | ||||||
Accrued salary | 5,620 | 14,724 | ||||||
Sales tax payable | 335 | 335 | ||||||
Total | $ | 36,156 | $ | 42,581 |
NOTE 4 - RELATED PARTY TRANSACTIONS
During the three months ended February 29, 2020 and February 28, 2019, the Company incurred consulting fees from a company controlled by our CEO, in the total amount of $7,500 and $0, respectively.
The Company does not have employment contracts with its officers.
NOTE 5 – COMMITMENT
On March 7, 2019, the Company entered into the commercial real estate lease agreement. The Company leases an adult living facility building for $3,713 monthly, from March 7, 2019 until January 7, 2020. The term may be extended at the sole discretion of the landlord.
On January 8, 2020, the Company entered into the commercial real estate lease agreement. The Company leases an adult living facility building for $3,713 monthly, from January 8 until January 7, 2021.
Our lease meets the definition of a short-term lease because the lease term is 12 months or less. Consequently, consistent with Company’s accounting policy election, the Company does not recognize the right-of-use asset and the lease liability arising from this lease.
During the three months ended February 29, 2020 and February 28, 2019, the Company recorded rent expense of $11,139 and $0, respectively.
NOTE 6 – Subsequent Events
Subsequent to February 29, 2020, and through the date these financial statements were issued, the Company had no subsequent events to report.
F-8 |
Table of Contents |
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.
We have not been subject to any bankruptcy, receivership or similar proceeding.
In growing the business solely from a consulting firm to also operating a physical brick and mortar facility, our Company seeks to diversify our business model and capitalize on opportunities, to expand our revnue stream, as they 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 to convert into an assisted living facility, or that perhaps are already currently operating as an assisted living facility but need new management.
Three Months Ended | ||||||||||||
February 29, | ||||||||||||
2019 | 2018 | Change | ||||||||||
Revenue | $ | 212,896 | $ | 4,500 | $ | 208,396 | ||||||
Cost of service | 113,502 | — | 113,502 | |||||||||
Operating expenses | 104,538 | 13,967 | 90,571 | |||||||||
Other expense | 13 | — | 13 | |||||||||
Net loss | $ | 5,131 | $ | 9,467 | $ | (4,336 | ) |
4 |
Table of Contents |
Operating expenses for the three months ended February 29, 2020 increased $90,571 from $13,967 for the three months ended February 28, 2019. Our increase in operating expenses were primarily due to increased general and administrative expenses related to the new ALF operations.
Our net loss for the three months ended February 29, 2020 decreased $4,336 from $9,467 for the three months ended February 28, 2019.
February 29, | November 30, | |||||||||||
2020 | 2019 | Change | ||||||||||
Cash | $ | 4,737 | $ | 8,164 | $ | (3,427 | ) | |||||
Current Assets | $ | 4,737 | $ | 9,854 | $ | (5,117 | ) | |||||
Current Liabilities | 54,851 | 54,837 | 14 | |||||||||
Working Capital (Deficiency) | $ | (50,114 | ) | $ | (44,983 | ) | $ | (5,131 | ) |
As at February 29, 2020, and November 30, 2019, our Company’s current assets were $4,737 and $9,854 respectively.
As at February 29, 2020, current assets consisted solely of cash. The decrease in current asset is due to a decrease in cash and prepaid expense.
As at February 29, 2020, our Company had current and total liabilities of $54,851, compared with current and total liabilities of $54,837 as at November 30, 2019. As at February 29, 2020, liabilities consisted of $36,156 accounts payable, $12,339 line of credit, deferred revenue $800 and $5,556 payable to an officer of our Company. As at November 30, 2019, liabilities consisted of $42,581 accounts payable, deferred revenue and customer deposits $6,700 and $5,556 payable to an officer of our Company.
As of February 29, 2020, our working capital deficiency increased $5,131, primarily due to a decrease in current assets.
Three Months Ended | ||||||||||||
February 29, | February 28, | |||||||||||
2020 | 2019 | Change | ||||||||||
Cash used in operating activities | $ | 15,766 | $ | (6,941 | ) | $ | (8,825 | ) | ||||
Cash provided by (used in) investing activities | — | — | — | |||||||||
Cash provided by financing activities | 12,339 | $ | 22,000 | (9,661 | ) | |||||||
Net change in cash for period | $ | (3,427 | ) | $ | 15,059 | $ | (18,486 | ) |
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.
Refer to Note 2 - Significant Accounting Policies and the unaudited consolidated financial statements that are included in this Report.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
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 February 29, 2020. 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. Such officer also confirmed that there was no change in our internal control over financial reporting during the period ended February 29, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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 our Company’s annual or interim financial statements would not be prevented or detected on a timely basis.
6 |
Table of Contents |
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 control over financial reporting during the quarter ended February 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Exhibit Number | Description | Incorporated By Reference | ||||||
Form | Exhibit | Filing Date | ||||||
S-1 | 3.1 | August 23,2018 | ||||||
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 | |||||||
(32) | Section 1350 Certifications | |||||||
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 |
ASSISTED 4 LIVING, INC. | |||
(Registrant) | |||
Dated: April 13, 2020 | /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) |