| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
For the quarterly period ended: August 31, 2019 |
| 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 |
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(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 PortFL | 34289 | ||||||||
(Address of principal executive offices) | (Zip Code) |
(888)
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES ¨ NO
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x YES ¨ NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 |
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Non-accelerated filer |
| Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ YES x NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ¨ YES ¨ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
14,150,000 common shares issued and outstanding as of July 15, 2019.
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 | ||||||||
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.☐Yes ☐NoPROCEEDINGS DURING THE PRECEDING FIVE YEARS | ||||||||
APPLICABLE ONLY TO CORPORATE ISSUERS | ||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | ||||||||
14,150,000 common shares issued and outstanding as of October 11, 2019. |
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(UNAUDITED)
F-1 |
As of As of May 31, November 30, 2019 2018 ASSETS Current Assets Cash and cash equivalents Prepaid expenses Total Current Assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued liabilities Due to related parties Total Current Liabilities Total Liabilities Stockholders' Equity (Deficit) Preferred stock: 25,000,000 shares authorized; $0.0001 par value no shares issued and outstanding Common stock: 100,000,000 shares authorized; $0.0001 par value 14,150,000 and 13,050,000 shares issued and outstanding, respectively Additional paid in capital Accumulated deficit Total Stockholders' Equity (Deficit) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 12,094 $ 21,019 5,556 - 17,650 21,019 $ 17,650 $ 21,019 $ 27,717 $ 2,881 5,556 - 33,273 2,881 33,273 2,881 - - 1,415 1,305 71,085 49,195 (88,123 ) (32,362 ) (15,623 ) 18,138 $ 17,650 $ 21,019 August 31, Current Assets Cash and cash equivalents $ 11,344 $ 21,019 Total Current Assets 11,344 21,019 $ 11,344 $ 21,019 Current Liabilities Accounts payable and accrued liabilities $ 34,412 $ 2,881 Deferred revenue and customer deposits 1,500 — Due to related parties 5,556 — Total Current Liabilities 41,468 2,881 �� Total Liabilities 41,468 2,881 Preferred stock: 25,000,000 shares authorized; $0.0001 par value
0 shares issued and outstanding — — Common stock: 100,000,000 shares authorized; $0.0001 par value
14,150,000 and 13,050,000 shares issued and outstanding, respectively 1,415 1,305 Additional paid in capital 71,085 49,195 Accumulated deficit (102,624 ) (32,362 ) Total Stockholders' Equity (Deficit) (30,124 ) 18,138 $ 11,344 $ 21,019
F-2 |
Three Months Ended Six Months Ended May 31, May 31, 2019 2018 2019 2018 Revenue Cost of service Gross Profit Operating Expenses: General and administrative Professional fees Total operating expenses Operating Loss Other income (expense) Interest expense Total other expenses Net loss before income taxes Provision for income tax Net Loss Basic and Diluted Loss per Common Share Basic and Diluted Weighted Average Common Shares Outstanding $ 97,576 $ 4,500 $ 102,076 $ 9,700 (62,445 ) - (62,445 ) - 35,131 4,500 39,631 9,700 58,289 4,826 63,641 9,401 22,887 2,314 31,502 7,552 81,176 7,140 95,143 16,953 (46,045 ) (2,640 ) (55,512 ) (7,253 ) (249 ) - (249 ) - (249 ) - (249 ) - (46,294 ) (2,640 ) (55,761 ) (7,253 ) - - - - $ (46,294 ) $ (2,640 ) $ (55,761 ) $ (7,253 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 ) 14,150,000 10,025,000 13,846,703 10,012,568 Revenue $ 139,092 $ 4,500 $ 241,168 $ 14,200 Cost of service (76,594 ) — (139,039 ) — 62,498 4,500 102,129 14,200 Operating Expenses: General and administrative 71,621 6,005 135,262 15,406 Professional fees 4,483 8,261 35,985 15,813 Total operating expenses 76,104 14,266 171,247 31,219 Operating Loss (13,606 ) (9,766 ) (69,118 ) (17,019 ) Other income (expense) Interest expense, net (895 ) — (1,144 ) — Total other expenses (895 ) — (1,144 ) — Net loss before income taxes (14,501 ) (9,766 ) (70,262 ) (17,019 ) Provision for income tax — — — — Net Loss $ (14,501 ) $ (9,766 ) $ (70,262 ) $ (17,019 ) Basic and Diluted Loss per Common Share $ (0.00) $ (0.00) $ (0.01 ) $ (0.00) Basic and Diluted Weighted Average Common Shares Outstanding 14,150,000 13,009,239 13,948,540 11,015,091
F-3 |
Additional Preferred Stock Common Stock Paid in Accumulated Shares Amount Shares Amount Capital Deficit Total Balance - November 30, 2017 Net loss for the period Balance - February 28, 2018 Common shares issued for cash Net loss for the period Balance - May 31, 2018 Additional Preferred Stock Common Stock Paid in Accumulated Shares Amount Shares Amount Capital Deficit Total Balance - November 30, 2018 Issuance of common shares at $0.02 per share Net loss for the period Balance - February 28, 2019 Net loss for the period Balance - May 31, 2019 SixThree and Nine Months Ended MayAugust 31, 2019 — $ — 13,050,000 $ 1,305 $ 49,195 $ (32,362 ) $ 18,138 Issuance of common shares for cash — — 1,100,000 110 21,890 — 22,000 — — — — — (9,467 ) (9,467 ) Balance - February 28, 2019 — $ — 14,150,000 $ 1,415 $ 71,085 $ (41,829 ) $ 30,671 — — — — — (46,294 ) (46,294 ) Balance - May 31, 2019 ) Net loss for the period — — — — — (14,501 ) (14,501 ) Balance, August 31, 2019 — $ — 14,150,000 $ 1,415 71,085 $ (102,624 ) $ (30,124 )
For the Three and Nine Months Ended August 31, 2018(Unaudited)- $ - 10,000,000 $ 1,000 $ 19,000 $ (5,397 ) $ 14,603 - - - - - (4,613 ) (4,613 ) - $ - 10,000,000 $ 1,000 $ 19,000 $ (10,010 ) $ 9,990 2,300,000 230 22,770 23,000 - - - - - (2,640 ) (2,640 ) - $ - 12,300,000 $ 1,230 $ 41,770 $ (12,650 ) $ 30,350 - $ - 13,050,000 $ 1,305 $ 49,195 $ (32,362 ) $ 18,138 - - 1,100,000 110 21,890 - 22,000 - - - - - (9,467 ) (9,467 ) - $ - 14,150,000 $ 1,415 $ 71,085 $ (41,829 ) $ 30,671 - - - - - (46,294 ) (46,294 ) - $ - 14,150,000 $ 1,415 $ 71,085 $ (88,123 ) $ (15,623 ) — $ — 10,000,000 $ 1,000 $ 19,000 $ (5,397 ) $ 14,603 — — — — — (4,613 ) (4,613 ) Balance - February 28, 2018 — $ — 10,000,000 $ 1,000 $ 19,000 $ (10,010 ) $ 9,990 Common shares issued for cash 2,300,000 230 22,770 23,000 — — — — — (2,640 ) (2,640 ) Common shares issued for cash — — 750,000 75 7,425 — 7,500 Net loss for the period — — — — — (9,766 ) (9,766 ) Balance - August 31, 2018 — $ — 13,050,000 $ 1,305 49,195 $ 22,416 $ 28,084
F-4 |
Six months Ended May 31, 2019 2018 CASH FLOWS FROM OPERATING ACTIVITIES Net loss Adjustments to reconcile net loss to net cash used in operating activities: Changes in current assets and liabilities: Prepaid expenses Accounts payable Due to related parties Net Cash Used in Operating Activities CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock Net Cash Provided by Financing Activities Net change in cash for the period Cash at beginning of period Cash at end of period SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income taxes Cash paid for interest $ (55,761 ) $ (7,253 ) (5,556 ) 1,050 24,836 1,565 5,556 - (30,925 ) (4,638 ) 22,000 23,000 22,000 23,000 (8,925 ) 18,362 21,019 11,737 $ 12,094 $ 30,099 $ - $ - $ - $ - Nine Months Ended August 31, Net loss $ (70,262 ) $ (17,019 ) Changes in current assets and liabilities: Prepaid expenses — 3,705 Accounts payable and accrued liabilities 31,531 7,181 Due to related parties 5,556 (950 ) Customer Deposits 1,500 — Net Cash Used in Operating Activities (31,675 ) (7,083 ) Issuance of common stock 22,000 30,500 Net Cash Provided by Financing Activities 22,000 30,500 Net change in cash for the period (9,675 ) 23,417 Cash at beginning of period 21,019 11,737 Cash at end of period $ 11,344 $ 35,154 Cash paid for income taxes $ — $ — Cash paid for interest $ — $ —
F-5 |
May
May 31, November 30, 2019 2018 Trade accounts Credit card $ 9,820 $ 2,881 17,897 - $ 27,717 $ 2,881
August 31, | November 30, | |||||||
2019 | 2018 | |||||||
Trade accounts | $ | 14,942 | $ | 2,881 | ||||
Credit card | 19,269 | — | ||||||
Sales tax payable | 201 | — | ||||||
$ | 34,412 | $ | 2,881 |
$22,000
and $30,500, respectively.Subsequent Events
indicated.
Our company is leasing theassisted living facility premises from a third-party landlord and is contracted to pay monthly rent of $3,713. We also applied for and receivedpossess all of our State and County accreditations (licenses) to run the facility for the next 2 years.
in this report. On March 1, 2019, we commenced our operation of an assisted living facility (“ALF”) in Florida. Historical results will not reflect our current operations and will not be comparable to results of operations being reporting in the current period.
Three Months Ended May 31, 2019 2018 Change Revenue Cost of service Operating expenses Net loss $ 97,576 $ 4,500 $ 93,076 62,445 - 62,445 81,176 7,140 74,036 $ (46,294 ) $ (2,640 ) $ (43,654 )
Three Months Ended | ||||||||||||
August 31, | ||||||||||||
2019 | 2018 | Change | ||||||||||
Revenue | $ | 139,092 | $ | 4,500 | $ | 134,592 | ||||||
Cost of service | 76,594 | — | 76,594 | |||||||||
Operating expenses | 76,104 | 14,266 | 61,838 | |||||||||
Other expense | 895 | — | 895 | |||||||||
Net loss | $ | 14,501 | $ | 9,766 | $ | 4,735 |
Nine Months Ended | ||||||||||||
August 31, | ||||||||||||
2019 | 2018 | Change | ||||||||||
Revenue | $ | 241,168 | $ | 14,200 | $ | 226,968 | ||||||
Cost of service | 139,039 | — | 139,039 | |||||||||
Operating expenses | 171,247 | 31,219 | 140,028 | |||||||||
Other expense | 1,144 | — | 1,144 | |||||||||
Net loss | $ | 70,262 | $ | 17,019 | $ | 53,243 |
Cost of service is direct labor directly related to the operations of our assisted living facility. Cost of service expenses commenced with the operations of our ALF. For the nine months ended August 31, 2019, our gross profit was $102,129 or 42.3%.
fees of approximately $20,000 related to the preparation and filing of our S-1 Registration Statement which was declared effective on June 3, 2019.
Our net loss for the threenine months ended MayAugust 31, 2019 increased $43,654$53,243 from $2,640$17,019 for the threenine months ended MayAugust 31, 2018, due to our increased general and administrative expenses and professional fees.
Six Months Ended May 31, 2019 Compared to Six Months Ended May 31, 2018
Six Months Ended May 31, 2019 2018 Change Revenue Cost of service Operating expenses Net loss $ 102,076 $ 9,700 $ 92,376 62,445 - 62,445 95,143 16,953 78,190 $ (55,761 ) $ (7,253 ) $ (48,508 )
We recognized revenue of $102,076 for the six months ended May 31, 2019, compared to $9,700 for the six months ended May 31, 2018. The increase in revenue is mainly due to commencing an assisted living facility business since March 1, 2019.
Operating expenses for the six months ended May 31, 2019 increased $78,190 from $16,953 for the six months ended May 31, 2018. Our increase in operating expenses were primarily due to increased professional fees for completing our recent S-1 Registration Statement filing.
Our net loss for the six months ended May 31, 2019 increased $48,508 from $7,253 for the six months ended May 31, 2018, due to our increased general and administrative expenses and professional fees.
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| May 31, |
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| November 30, |
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| 2019 |
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| 2018 |
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Current Assets |
| $ | 17,650 |
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| $ | 21,019 |
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Current Liabilities |
| $ | 33,273 |
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| $ | 2,881 |
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Working Capital |
| $ | (15,623 | ) |
| $ | 18,138 |
|
August 31 | November 30, | ||||||||||
2019 | 2018 | Change | |||||||||
Current Assets | $ | 11,344 | $ | 21,019 | $ | (9,675 | ) | ||||
Current Liabilities | $ | 41,468 | $ | 2,881 | 38,587 | ||||||
Working Capital (Deficiency) | $ | (30,124 | ) | $ | 18,138 | $ | (48,262 | ) |
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| Six months Ended |
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| May 31, |
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| 2019 |
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| 2018 |
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Cash used in operating activities |
| $ | (30,925 | ) |
| $ | (4,638 | ) |
Cash provided by financing activities |
| $ | 22,000 |
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| $ | 23,000 |
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Net change in cash for period |
| $ | (8,925 | ) |
| $ | 18,362 |
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Nine Months Ended | |||||||||||
August 31, | |||||||||||
2019 | 2018 | Change | |||||||||
Cash used in operating activities | $ | (31,675) | $ | (7,083) | $ | (24,592 | ) | ||||
Cash provided by financing activities | $ | 22,000 | $ | 30,500 | (8,500 | ) | |||||
Net change in cash for period | $ | (9,675 | ) | $ | 23,417 | $ | (33,092 | ) |
As of MayAugust 31, 2019, our working capital decreased $33,761$48,262 from November 30, 2018, primarily due to an increase in current liabilities of $30,392.
$38,587.
$9,936.
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.
• | identify the contract with a customer; | |
• | identify the performance obligations in the contract; | |
• | determine the transaction price; | |
• | allocate the transaction price to performance obligations in the contract; and | |
• | recognize revenue as the performance obligation is satisfied. |
Such officer also confirmed that there was no change in our internal control over financial reporting during the period ended August 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Exhibit Number |
| Description |
| Incorporated By Reference | ||||
| Form |
| Exhibit |
| Filing Date | |||
(3) |
| Articles of Incorporation and Bylaws |
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| S-1 |
| 3.1 |
| August 23, 2018 | ||
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| S-1 |
| 3.2 |
| August 23, 2018 | ||
(21) |
| Subsidiaries of the Registrant |
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21.1 |
| Assisted 2 Live, Inc., a Florida corporation |
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(31) |
| Rule 13a-14 (d)/15d-14d) Certifications |
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(32) |
| Section 1350 Certifications |
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101* |
| Interactive Data File |
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101.INS |
| XBRL Instance Document |
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101.SCH |
| XBRL Taxonomy Extension Schema Document |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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: |
| ||
Romulus Barr | |||
President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director | |||
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
9 |