UNITED STATES

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: ~~May 31, 2020~~February 28, 2021

☐	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~~6801 Energy Court, Suite 201 Sarasota, Florida		~~34289~~34240
(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 ☐ 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 ☐ 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 ☐ ~~Yes~~ No ☒ No

~~Indicate the~~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~~April 14, ~~2020.~~2021 was 40,545,418 shares, par value $0.0001 per share.

TABLE OF CONTENTS

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ASSISTED 4 LIVING, INC.

UNAUDITED INTERIM ~~UNAUDITED~~

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED ~~MAY 31, 2020~~FEBRUARY 28, 2021

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page

Condensed Consolidated Balance Sheets (Unaudited)		F-2

Condensed Consolidated Statements of Operations (Unaudited)		F-3

Condensed Consolidated Statements of Changes in ~~Stockholder's~~Stockholder’s Equity (Deficit) (Unaudited)		F-4

Condensed Consolidated Statements of Cash Flows (Unaudited)		F-5

Notes to the Unaudited Condensed Consolidated Financial Statements		F-6

F-1

Table of Contents

ASSISTED 4 LIVING, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	May 31,			November 30,			February 28,			November 30,
	2020			2019			2021			2020
ASSETS
Current Assets
Cash	$	24,961		$	8,164		$	2,200,752		$	242,768
Prepaid expense		-			1,690
Accounts receivable								3,935			0
Other current asset								2,500			2,500
Total Current Assets		24,961			9,854			2,207,187			245,268

Right of use asset		38,988			-			9,783			19,542
TOTAL ASSETS	$	63,949		$	9,854		$	2,216,970		$	264,810

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	46,084		$	42,581		$	387,218		$	127,255
Line of credit		9,867			-			3,955			4,924
Loan payable		20,590			-			0			20,590
Deferred revenue and customer deposits		10,000			6,700			10,400			5,500
Lease liability		36,988			-			7,783			17,542
Due to related parties		6,006			5,556			8,431			8,356
Total Current Liabilities		129,535			54,837			417,787			184,167

Total Liabilities		129,535			54,837			417,787			184,167

Stockholders' Deficit
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 14,150,000 shares issued and outstanding		1,415			1,415
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		71,085			71,085			2,580,849			311,303
Accumulated deficit		(138,086	)		(117,483	)		(784,535	)		(233,075	)
Total Stockholders' Deficit		(65,586	)		(65,586	)
Total Stockholders’ Equity								1,799,183			80,643

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	63,949		$	63,949
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY							$	2,216,970		$	264,810

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

F-2

Table of Contents

ASSISTED 4 LIVING, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						Six Months Ended						Three Months Ended
	May 31,						May 31,						February 28,			February 29,
	2020			2019			2020			2019			2021			2020

Revenue	$	224,504		$	97,576		$	437,400		$	102,076		$	212,105		$	212,896
Cost of service		(120,040	)		(62,445	)		(233,542	)		(62,445	)
Gross profit		104,464			35,131			203,858			39,631

Operating Expenses:
Direct cost														46,610			13,042
General and administrative		102,314			58,289			194,627			63,641			71,261			92,313
Salary expense														187,276			100,460
Professional fees		16,906			22,887			29,131			31,502			477,387			12,225
Total operating expenses		119,220			81,176			223,758			95,143			782,534			218,040

Operating Loss		(14,756	)		(46,045	)		(19,900	)		(55,512	)
Operating loss														(570,429	)		(5,144	)

Other income (expense)
Interest expense		(716	)		(249	)		(716	)		(249	)		(1,621	)		(803	)
Other income		-			-			816			-			0			816
Total other expense		(716	)		(249	)		(703	)		(249	)
Forgiveness on loan payable														20,590			0
Total other income (expense)														18,969			13

Net loss before income taxes		(15,472	)		(46,294	)		(20,603	)		(55,761	)		(551,460	)		(5,131	)
Provision for income tax		-			-			-			-			0			0
Net Loss	$	(15,472	)	$	(46,294	)	$	(20,603	)	$	(55,761	)
Net loss													$	(551,460	)	$	(5,131	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		14,150,000			14,150,000			14,150,000			13,846,703			25,117,667			14,150,000

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

F-3

Table of Contents

ASSISTED 4 LIVING, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)

For the Three ~~and Six Months Ended May 31, 2020~~months ended February 28, 2021

Additional

Common Stock

Paid in

Accumulated

Shares

Amount

Capital

Deficit

Total

Balance - November 30, 2019

14,150,000

$ 1,415

$ 71,085

$ (117,483 )

$ (44,983 )

Net loss for the period

-

-

-

(5,131 )

(5,131 )
Balance - February 29, 2020

14,150,000

$ 1,415

$ 71,085

$ (122,614 )

$ (50,114 )

Net loss for the period

-

-

-

(15,472 )

(15,472 )
Balance - May 31, 2020

14,150,000

$ 1,415

$ 71,085

$ (138,086 )

$ (65,586 )

Additional

Common Stock

Paid in

Accumulated

Shares

Amount

Capital

Deficit

Total

Balance As At November 30, 2020

24,150,000

$ 2,415

$ 311,303

$ (233,075 )

$ 80,643

Issuance of common shares for cash

4,540,000

454

2,269,546

0

2,270,000

Net loss for the period

-

0

0

(551,460 )

(551,460 )
Balance As At February 28, 2021

28,690,000

$ 2,869

$ 2,580,849

$ (784,535 )

$ 1,799,183

For the Three ~~and Six~~ Months Ended ~~May 31, 2019~~February 29, 2020

Additional

Common Stock

Paid in

Accumulated

Shares

Amount

Capital

Deficit

Total

Balance - November 30, 2018

13,050,000

$ 1,305

$ 49,195

$ (32,362 )

$ 18,138

Issuance of common shares at $0.02 per share

1,100,000

110

21,890

-

22,000

Net loss for the period

-

-

-

(9,467 )

(9,467 )
Balance - February 28, 2019

14,150,000

$ 1,415

$ 71,085

$ (41,829 )

$ 30,671

Net loss for the period

-

-

-

(46,294 )

(46,294 )
Balance - May 31, 2019

14,150,000

$ 1,415

$ 71,085

$ (88,123 )

$ (15,623 )

Additional

Common Stock

Paid in

Accumulated

Shares

Amount

Capital

Deficit

Total

Balance As At November 30, 2019

14,150,000

$ 1,415

$ 71,085

$ (117,483 )

$ (44,983 )

Net loss for the period

-

0

0

(5,131 )

(5,131 )
Balance As At February 29, 2020

14,150,000

$ 1,415

$ 71,085

$ (122,614 )

$ (50,114 )

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


F-4
Table of Contents

ASSISTED 4 LIVING, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

Six Months Ended

Three Months Ended

May 31,

February 28,

February 29,

2020

2019

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$ (20,603 )

$ (55,761 )

$ (551,460 )

$ (5,131 )
Adjustments to reconcile net loss to net cash used in operating activities:

Expenses paid by related party

450

5,556

Forgiveness of loan payable

(20,590 )

0

Changes in current assets and liabilities:

Prepaid expenses

1,690

(5,556 )
Prepayment of right of use asset

(2,000 )

-

Accounts receivable

(3,935 )

0

Prepaid expenses and other current assets

0

1,690

Accounts payable and accrued liabilities

3,503

24,836

259,963

(6,425 )
Deferred revenue and customer deposits

3,300

-

4,900

(5,900 )
Net cash used in operating activities

(13,660 )

(30,925 )

(311,122 )

(15,766 )

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock

-

22,000

2,270,000

0

Proceeds from loan payable

20,590

-

Proceeds from related party

75

0

Line of credit, net

9,867

-

(969 )

12,339

Net cash provided by financing activities

30,457

22,000

2,269,106

12,339

Net change in cash for the period

16,797

(8,925 )

1,957,984

(3,427 )
Cash at beginning of period

8,164

21,019

242,768

8,164

Cash at end of period

$ 24,961

$ 12,094

$ 2,200,752

$ 4,737

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

$ -

$ -

$ 0

$ 0

Cash paid for interest

$ -

$ -

$ 218

$ 0

NON-CASH INVESTING AND FINANCING ACTIVITIES

Initial recognition of right of use asset and lease liability

$ 42,253

$ -

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


F-5
Table of Contents

ASSISTED 4 LIVING, INC.
Notes to the Condensed Consolidated Financial Statements
~~May 31, 2020~~February 28, 2021
(Unaudited)

NOTE 1 ~~– ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN~~
Assisted 4 Living, Inc., (“Assisted 4 Living,” “A4L,” “the Company,” “we” or “us”) was incorporated in the state of Nevada on May 24, 2017 and is based in North Port, Florida. The Company incorporated a wholly-owned subsidiary, Assisted 2 Live, Inc. (“A2L”) 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 (“GAAP”), 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 ALF operation since March 1, 2019.
~~Going Concern~~
The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of May 31, 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.
~~C0VID-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 the Company’s revenues, the virus outbreak has materially impacted the operations of the Company’s ALF operated by its subsidiary A2L and may in the future impact A4L’s ALF and consulting businesses and revenues generated therefrom.
The Company’s ALF, operated by its subsidiary A2L, has, in response to COVID-19 and governmental guidance in response thereto, implemented safety precautions, and operational requirements, to protect the facility’s employees, residents and third-party products and service providers. Included among these precautions and requirements are the increased use of personal protective equipment, cleaning and sanitizing of the facility, and a restriction on visitors to the facility.
It is too early to know whether or not COVID-19 will materially affect the revenues generated by the Company from its ALF business. Increased safety and operational guidance and/or regulations may have a material impact on the operating costs related to the Company’s 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 the Company’s ALF, and any resulting negative health consequences arising therefrom, may have a materially negative affect on the Company’s ability to continue generating revenues from its ALF and could, in extreme cases result in the Company closing down its ALF due to safety and/or liability concerns.
The Company’s evaluations of its practices, procedures and operations, related to COVID-19, is ongoing and additional updates to policies, procedures and operations will occur as best practices are adopted and the Company deems necessary or advisable, or as further governmental guidance or regulations are implemented.
It is also too early to tell how COVID-19 will impact the Company’s consulting business. The ongoing presence of COVID-19 and/or governmental regulatory response thereto may discourage potential clients from entering the ALF market, which would likely have a materially negative impact on the Company’s consulting business. However, the continued presence of COVID-19 and/or governmental regulatory response thereto may increase demand for the Company’s expertise and consulting services to assist ALF businesses in complying with regulatory requirements and best practices.
~~NOTE 2~~ - 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.

~~F-6~~
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 ~~May 31, 2020~~February 28, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the ~~six~~three months ended ~~May 31, 2020~~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, ~~2019~~2020 filed with the SEC on ~~February 28, 2020.~~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.” Revenues are recognized when 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 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.

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~~Reclassification
~~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~~
Certain amounts from prior periods have been reclassified to conform to the current period presentation.

~~F-7~~
F-6
Table of Contents
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 ~~reviewed all other recently issued, but~~ not, ~~yet effective, accounting pronouncements~~to date, negatively impacted our revenues, the virus outbreak has materially impacted the operations at our Punta Gorda ALF, and ~~does not believe~~may in the future ~~adoption of~~impact our ALF and consulting businesses and revenues generated therefrom.
Going forward any ~~such pronouncements~~additional safety and operational guidance and/or regulations may ~~be expected to cause~~have a material impact on the operating costs related to our ~~financial statements.~~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

NOTE 32 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at ~~May 31, 2020~~February 28, 2021 and November 30, ~~2019~~2020 consist of the following:

May 31,

November 30,

February 28,

November 30,

2020

2019

2021

2020

Trade accounts

$ 16,002

$ 9,282

$ 5,918

$ 67,910

Credit card

17,376

18,240

10,487

18,571

Accrued expense

350,000

24,000

Accrued salary

12,371

14,724

10,342

16,439

Sales tax payable

335

335

335

335

Payroll tax payable

10,136

0

$ 46,084

$ 42,581

$ 387,218

$ 127,255

NOTE 43 – LOAN PAYABLE

On May 4, 2020, the Company received a $20,590 loan ~~(the “PPP Loan”)~~ pursuant to the Paycheck Protection Program established under the Cares ~~Act.~~Act (the “PPP Loan”). The PPP Loan ~~has~~had a two-year term and ~~bears~~ interest at a rate of 1.0% per annum. Monthly principal and interest payments ~~are~~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 ~~promissory note issued pursuant to the~~ PPP Loan contains events of default and other provisions customary for a loan of this type. ~~The~~
On January 19, 2021, the Company recorded $20,590 for other income, on the forgiveness of this PPP ~~Loan may be forgiven if used under program parameters for payroll, mortgage interest and rent expenses.~~Loan.

NOTE 54 - RELATED PARTY TRANSACTIONS

During the ~~six~~three months ended ~~May 31,~~February 28, 2021 and 2020, ~~and 2019,~~ the Company incurred consulting fees from a company controlled by the CEO of our ~~CEO,~~subsidiary, in the total amount of ~~$14,000~~$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.

~~During the six months ended May 31, 2020 and 2019,~~On February 1, 2021 (the “Effective Date”), the Company signed an employment agreement with our new CEO, Louis Collier (“Collier”). Collier will be paid ~~salaries~~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 ~~our two officers, one~~a phantom unit interest award agreement, which will set forth the vesting of ~~which is our controlling shareholder, $0 and $9,420, respectively.~~the phantom shares.

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Table of Contents
~~During the six months ended May 31, 2020 and 2019, our CEO paid a total amount of $450 for legal fees and $5,556 for property and liability insurance deposits, on behalf of the Company, respectively.~~
~~The Company does not have employment contracts with its officers.~~

NOTE 65 – LEASE

On March 7, 2019, the Company entered into a commercial real estate lease ~~agreement. The Company leases an~~agreement for its adult living ~~facility building for~~facility. The initial terms were $3,713 monthly ~~from~~for the period of 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 renewed ~~the commercial real estate lease agreement. The Company leases an~~its adult living facility ~~building for $3,713 monthly, from January 8 until~~lease agreement through May 1, 2020, ~~replaced by our new agreement~~ on ~~May 1, 2020 . The Company expensed leases that have a term of 12 months or less.~~
~~On May 1, 2020,~~which date the Company entered into a new commercial real estate lease agreement. The ~~Company leases an adult living facility building for~~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 ~~assets~~asset (“ROU Asset”) and lease liability of $42,253.

In accordance with ASC 842, the Company ~~record operation~~recorded the operating lease ROU ~~assets~~Asset and lease ~~liabilities~~liability as ~~follows;~~follows:

February 28,

November 30,

2021

2020

ROU asset

$ 9,783

$ 19,542

~~F-8~~

May 31,

November 30,

2020

2019

ROU asset

$ 38,988

$ -

May 31,

November 30,

Operating lease liability

2020

2019

Current

$ 36,988

$ -

Non-Current

-

-

$ 36,988

$ -

February 28,

November 30,

2021

2020

Operating lease liability:

Current

$ 7,783

$ 17,542

Non-Current

0

0

$ 7,783

$ 17,542


Information associated with the measurement of our remaining operating lease obligations as of ~~April 30, 2020~~February 28, 2021 is as follows:

Remaining lease term

~~1.00~~0.25 year

Discount rate

1.00 %

Future minimum lease payments under operating leases at ~~May 31, 2020~~February 28, 2021 were as follows:

Remainder of 2020

$ 19,590

2021

17,590

$ 7,795

Thereafter

-

0

Total

37,180

7,795

Less: Imputed interest

(192 )

(12 )
Operating lease liabilities

$ 36,988

$ 7,783

During the ~~six~~three months ended ~~May 31,~~February 28, 2021 and February 29, 2020, ~~and May 31, 2019,~~ the Company recorded rent expense of ~~$21,832~~$9,739 and $11,140, respectively.

NOTE ~~7 – Subsequent Events~~6 - EQUITY

~~Subsequent~~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 ~~May 31,~~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, ~~and through the date these financial statements were issued,~~ the Company had no ~~subsequent events to report.~~classes of preferred shares designated.

~~F-9~~
F-8
Table of Contents
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.
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”), G. Shayne Bench (“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 Company previously disclosed entering into the Second Amendment in a Current Report on Form 8-K filed with the SEC on April 8, 2021. The Second Amendment amends and restates certain sections of the Purchase Agreement to: (1) provide for an extension of the Company’s due diligence review period; and (2) accommodate a change in the form of the consideration to be paid for the Interests.
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.
F-9
Table of Contents
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 “Warrant”) at an exercise price of $0.38 per share. The Warrant is exercisable for cash only. The number of shares of common stock deliverable upon exercise of the Warrant is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.
·
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.
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Item 2. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~FORWARD-LOOKING STATEMENTS~~
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
~~Our unaudited financial statements are prepared in accordance with United States Generally Accepted Accounting Principles.~~ The following discussion and analysis of our results of operations and financial condition for period ended February 28, 2021, should be read in conjunction with our consolidated financial statements and the related notes and the other financial information that ~~appear~~are included elsewhere in this ~~quarterly report. The following~~Quarterly Report. This discussion ~~contains~~includes forward-looking statements based upon current expectations that ~~reflect~~involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts and ~~beliefs. Our~~assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements. Actual results and the timing of events could differ materially from those ~~discussed~~anticipated in ~~the~~these forward-looking ~~statements. Factors that could cause or contribute~~statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to ~~such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.~~
In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.identify forward-looking statements.

As used in this quarterly report, the terms “we,” “us,” “our” and ~~“our Company”~~“Company” mean Assisted 4 Living, Inc. ~~(“A4L” or the “Company”)~~, and our ~~wholly owned~~wholly-owned subsidiary, Assisted 2 Live, Inc. a Florida corporation, unless otherwise indicated.

General Overview

We were incorporated in Nevada on May 24, 2017, with an objective to operate as a facilitator of assisted living projects and related services. Our Company has positioned itself as a go-to resource for individuals or private groups that wish to enter and operate within the Assisted Living Facility (“ALF”) industry. Our Company’s first target market is Florida, and operates an assisted living facility within the State through our ~~solely owned~~solely-owned subsidiary Assisted 2 Live, Inc. The goal being to use Florida as a test market to streamline our consulting processes and ultimately transition to a national company in the assisted living field. The barriers to entering the ALF space are considerable and require a detailed understanding of each State’s regulatory environment and processes. There are a myriad of steps that must be navigated to properly set up an ALF residence; including, but not limited to, licensing, complying with building codes, medical care requirements, staffing and industry regulations. Our Company is designed to mentor prospective ALF clients and guide them through every step of the start-up process, working hand-in-hand with them to ensure that their facility begins operating properly and sustainably.

We have a wholly-owned subsidiary, Assisted 2 Live, Inc., a Florida corporation ~~("A2L"~~(“A2L”), which was incorporated on June 15, 2017.

Our principal executive office is located at ~~2382 Bartek Pl., North Port, FL 34289~~6801 Energy Court, Suite 201 Sarasota, Florida 34240 and our telephone number is (888) 609-1169. Our office is provided to us at no charge by our largest shareholder and former President. Our corporate website is www.assisted4living.com.

We have not been subject to any bankruptcy, receivership or similar proceeding.

Our Current Business

On March 1, 2019, our Company took over the management of a 28-bed assisted living facility in Punta Gorda, FL. Our Company is responsible for all aspects of its operations from the care of the residents, to the staffing, cooking, and collection of rent.

On March 7, 2019, we entered into the commercial real estate lease agreement. We lease, through A2L, an adult ALF building for $3,713 monthly. On January 8, 2020, we renewed the lease agreement through May 1, 2020, on which date we 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.

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~~Our Company leases the assisted living facility premises from a third-party landlord and is contracted to pay monthly rent of $3,265.~~
We possess all of our State and County accreditations (licenses) to run the facility for the next 2 years.

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 revenue 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.

Our Company foresees utilizing this revised business model for the next number of years and intends to become more involved in the assisted living industry in the Southwest Florida market. Being located in Florida presents many opportunities for operating assisted living facilities, as well as potential consulting clients that wish to enter the assisted living facility operations field.

Results of Operations

~~C0VID-19~~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 ~~the Company’s~~our revenues, the virus outbreak has materially impacted the operations ~~of the Company’s~~at our Punta Gorda ALF, ~~operated by its subsidiary A2L~~ and may in the future impact ~~A4L’s~~our ALF and consulting businesses and revenues generated therefrom.

~~The Company’s~~Our Punta Gorda ALF, ~~operated by its subsidiary A2L,~~ has, in response to COVID-19 and governmental guidance in response thereto, implemented safety precautions, and operational requirements, to protect the facility’s employees, residents and third-party products and service providers. Included among these precautions and requirements are the increased use of personal protective equipment, cleaning and sanitizing of the facility, and a restriction on visitors to the facility.

~~It is too early to know whether or not COVID-19 will materially affect the revenues generated by the Company from its ALF business. Increased~~Going forward any additional safety and operational guidance and/or regulations may have a material impact on the operating costs related to ~~the Company’s~~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 ~~the Company’s~~our ALF, and any resulting negative health consequences arising therefrom, may have a materially negative affect on ~~the Company’s~~our ability to continue generating revenues from ~~its~~our ALF and could, in extreme cases result in ~~the Company~~us closing down ~~its~~our ALF due to safety and/or liability concerns.

~~The Company’s~~Our evaluations of ~~its~~our practices, procedures and operations, related to COVID-19, is ongoing and additional updates to policies, procedures and operations will occur as best practices are adopted and ~~the Company deems~~as we deem necessary or advisable, or as further governmental guidance or regulations are implemented.

~~It is also too early to tell how COVID-19 will impact the Company’s consulting business.~~ The ongoing presence of COVID-19 and/or governmental regulatory response thereto may discourage potential clients from entering the ALF market, which would likely have a materially negative impact on ~~the Company’s~~our consulting business. However, the continued presence of COVID-19 and/or governmental regulatory response thereto may increase demand for ~~the Company’s~~our expertise and consulting services to assist ALF businesses in complying with regulatory requirements and best practices.

The following summary of our operations should be read in conjunction with our unaudited ~~interim~~ financial statements for the ~~six~~three months ended ~~May 31, 2020 and 2019,~~February 28, 2021, which are included 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.
~~For the Three Months Ended May 31, 2020 Compared to the Three Months Ended May 31, 2019~~

Three Months Ended

May 31,

2020

2019

Change

Revenue

$ 224,504

$ 97,576

$ 126,928

Cost of service

120,040

62,445

57,595

Operating expenses

119,220

81,176

38,044

Other expense

716

249

467

Net loss

$ (15,472 )

$ (46,294 )

$ 30,822

We recognized revenue of $224,504 for the three months ended May 31, 2020, compared to $97,576 for the three months ended May 31, 2019. The increase in revenue is due to commencing an ALF business in March 2019.
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 three months ended May 31, 2020, our gross profit was $104,464 or 46.5%. The increase in gross profit is primarily due to an increase in customer to staff ratio, from an increased customer care base.
Operating expenses for the three months ended May 31, 2020 increased to $119,220 from $81,176 for the three months ended May 31, 2019. Our increase in operating expenses were primarily due to increased general and administrative expenses related to the ALF operations.
~~Our net loss for the three months ended May 31, 2020 decreased to $15,472 from $46,294 for the three months ended May 31, 2019 as a net result of the factors mentioned above.~~

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For the ~~Six~~Three Months Ended ~~May 31, 2020~~February 28, 2021 Compared to the ~~Six~~Three Months Ended ~~May 31, 2019~~February 29, 2020

Six Months Ended

Three Months Ended

May 31,

February 28,

February 29,

2020

2019

Change

2021

2020

Change

Revenue

$ 437,400

$ 102,076

$ 335,324

$ 212,105

$ 212,896

$ (791 )
Cost of service

233,542

62,445

171,097

Operating expenses

223,758

95,143

128,615

782,534

218,040

564,494

Total other expense

703

249

454

Other income (expense)

18,969

13

18,956

Net loss

$ 20,603

$ 55,761

$ (35,158 )

$ (551,460 )

$ (5,131 )

$ (546,329 )

We recognized revenue of ~~$437,400~~$212,105 for the ~~six~~three months ended ~~May 31, 2020,~~February 28, 2021, compared to ~~$102,076~~$212,896 for the ~~six~~three months ended ~~May 31, 2019. The increase in revenue is due to commencing an ALF business in March 2019.~~
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 six months ended May 31, 2020, our gross profit was $203,858 or 46.6%. The increase in gross profit is primarily due to a decrease in a percentage of salary and wage resulting of an increase in our customers.February 29, 2020.

Operating expenses for the ~~six~~three months ended ~~May 31, 2020~~February 29, 2021 increased to ~~$223,758~~$782,534 from ~~$95,143~~$218,040 for the ~~six~~three months ended ~~May 31, 2019. Our~~February 29, 2020. Operating expenses consist of direct costs, salary expenses, general and administrative and professional fees. The increase in ~~operating~~operation expenses ~~were~~was primarily due to ~~increased~~increase in professional fees (legal and accounting) of $465,162 related to due diligence for acquisitions. There were additional increases in direct cost and supply costs of $33,568, reduction in general and ~~administrative~~administration of $21,052, and increased salary expenses of $86,816 related to executive compensation.
Other income (expenses) for the three months ended February 28, 2021, consists of loan forgiveness of $20,590 pursuant to Paycheck Protection Program established under the Cares Act (the “PPP Loan”) offset by interest expenses related to ~~the ALF operations.~~line of credit of $1,621.

Our net loss for the ~~six~~three months ended ~~May 31, 2020 decreased $20,603~~February 28, 2021 increased to $551,460 from ~~$55,761~~$5,131 for the ~~six~~three months ended ~~May 31, 2019, due to the~~February 29, 2020 as a net result of the factors mentioned above.

Liquidity and Capital Resources

The following table provides selected financial data about ~~our Company~~us as of ~~May 31, 2020~~February 28, 2021 and November 30, ~~2019.~~2020.

Working Capital

May 31,

November 30,

February 28,

November 30,

2020

2019

Change

2021

2020

Change

Cash

$ 24,961

$ 8,164

$ 16,797

$ 2,200,752

$ 242,768

$ 1,957,984

Current Assets

$ 24,961

$ 9,854

$ 15,107

$ 2,207,187

$ 245,268

$ 1,961,919

Current Liabilities

129,535

54,837

74,698

417,787

184,167

233,620

Working Capital (Deficiency)

$ (104,574 )

$ (44,983 )

$ (59,591 )
Working Capital

$ 1,789,400

$ 61,101

$ 1,728,299

~~As at May 31, 2020 and November 30, 2019, our Company’s current assets were $24,961 and $9,854, respectively.~~
~~As at May 31, 2020, current assets consisted solely of cash.~~
As at May 31, 2020, our Company had current and total liabilities of $129,535, compared with current and total liabilities of $54,837 as at November 30, 2019. As at May 31, 2020, liabilities consisted of $46,084 accounts payable, $20,590 loan payable, $9,867 line of credit, deferred revenue $10,000, lease liability $36,988 and $6,006 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 ~~May 31, 2020,~~February 28, 2021, our working capital ~~deficiency~~ increased to ~~$104,574,~~$1,789,400, primarily due to an increase in cash offset by an increase in current ~~liability.~~liabilities.
As of February 28, 2021 and November 30, 2020, current assets consisted of cash, accounts receivable and other current assets. The increase in cash was primarily due to the issuance of 4,540,000 shares for proceeds of $2,270,000.
As of February 28, 2021, current liabilities consisted of $387,218 accounts payable and accrued liabilities, $3,955 line of credit, $7,783 lease liability, $10,400 deferred revenue and customer deposit and $8,431 payable to a related party. As of November 30, 2020, current liabilities consisted of $127,255 accounts payable and accrued liabilities, $20,590 loan payable, $4,924 line of credit, $5,500 deferred revenue and customer deposits, $17,542 lease liability and $8,356 payable to a related party.

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Cash Flows

Six Months Ended

Three Months Ended

May 31,

February 28,

February 29,

2020

2019

Change

2021

2020

Change

Cash used in operating activities

$ (13,660 )

$ (30,925 )

$ 17,265

$ (311,122 )

$ (15,766 )

$ (295,356 )
Cash provided by investing activities

-

-

-

Cash provided by financing activities

30,457

22,000

8,457

2,269,106

12,339

2,256,767

Net change in cash for period

$ 16,797

$ (8,925 )

$ 25,722

$ 1,957,984

$ (3,427 )

$ 1,961,411

Cash Flow from Operating Activities

During the ~~six~~three months ended ~~May 31, 2020, our Company~~February 28, 2021, we used ~~$13,660~~$311,122 cash in ~~cash from~~ operating activities, compared to ~~$30,925~~$15,766 cash used in operating activities during the ~~six~~three months ended ~~May 31, 2019.~~February 29, 2020. The cash used ~~from~~in operating activities for the ~~six~~three months ended ~~May 31,~~February 28, 2021, was attributed to net loss of $551,460, which was increased by forgiveness of loan payable of $20,590 and decreased by a net change in current assets and liabilities of $260,928. The cash used in operating activities for the three months ended February 29, 2020, was attributed to net loss of ~~$20,603,~~$5,131, which was increased by a net change in ~~working capital~~current assets and liabilities of ~~$6,943. The cash used~~$10,635.
Cash Flow from ~~operating activities for~~Investing Activities
During the ~~six~~three months ended ~~May 31, 2019, was attributed to net loss of $55,761, which was reduced by a net change in working capital of $24,836.~~February 28, 2021 and February 29, 2020, we did not have any investing activities.

Cash Flow from Financing Activities

During the ~~six~~three months ended ~~May 31,~~February 28, 2021, we received $2,270,000 from issuance of 4,540,000 shares of common stock to investors, $75 from related party and a net change of $969 on the line of credit.
During the three months ended February 29, 2020, we received ~~net proceeds of $9,867~~$13,000 from a bank line of credit and ~~$20,590 from Paycheck Protection Program loan. During the six months ended May 31, 2019, we received $22,000 from the issuance~~paid principal line of ~~1,100,000 shares~~credit of ~~common stock to investors.~~
~~Off-Balance Sheet Arrangements~~
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results$541 and interest of ~~operations, liquidity, capital expenditures or capital resources that is material to stockholders.~~$120.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

Refer to Note 2 - Significant Accounting Policies and the unaudited consolidated financial statements that are included in this Report.

6
Off Balance Sheet Arrangements
We do not engage in any activities involving variable interest entities or off-balance sheet arrangements.
~~Table of Contents~~

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company,” we are not required to provide the information required by this Item.
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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~Commission’s~~SEC’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~~officer(s) and principal financial ~~officer or officers,~~officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

AnIn accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was ~~conducted~~completed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~May 31, 2020.~~the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective ~~as of such date to ensure~~in providing reasonable assurance that information required to be disclosed in ~~the~~our reports ~~that we file~~filed or ~~submit~~submitted under the Exchange Act iswas recorded, processed, summarized, and reported within the time periods specified in ~~SEC~~the SEC’s rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the period ended May 31, 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.
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 ~~May 31, 2020~~February 28, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7
Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

~~None.~~During the quarterly period ended February 28, 2021, we sold an aggregate of 4,540,000 shares of our common stock to 24 investors at a price of $0.50 per share for an aggregate purchase price of $2,270,000. The offers, sales and issuances of shares were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving a public offering. The recipients of shares in each of these transactions acquired the shares for investment only and not with a view to or for sale in connection with any distribution thereof and represented to us that they could bear the risks of the investment and could hold the securities for an indefinite period of time, and appropriate legends were affixed to the shares issued in these transactions. Each of the recipients of shares in these transactions represented to us in connection with their purchase that they were an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

8
Table of Contents

Item 6. Exhibits

Exhibit Number

Description

Incorporated By Reference

Description

Incorporated By Reference

Form

Exhibit

Filing Date

Form

Exhibit

Filing Date

2.1

Membership Interest Purchase Agreement by and among Assisted 4 Living, Inc., Richard T. Mason, G. Shayne Bench and Trillium Healthcare Group, LLC dated as of January 29, 2021.

8-K

2.1

February 2, 2021
3.1

Articles of Incorporation

S-1

3.1

August 23,2018

Articles of Incorporation

S-1

3.1

August 23, 2018
3.2

By-Laws

S-1

3.2

August 23,2018

By-Laws

S-1

3.2

August 23, 2018
(21)

Subsidiaries of the Registrant

Subsidiaries of the Registrant

21.1

Assisted 2 Live, Inc., a Florida corporation

Assisted 2 Live, Inc., a Florida corporation

(31)

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

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

31.1*

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

Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)

Section 1350 Certifications

Section 1350 Certifications

32.1**

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

Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2**

Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*

Interactive Data File

Interactive Data File

101.INS

XBRL Instance Document

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

______
* Filed herewith
** Furnished herewith


9
Table of Contents

SIGNATURES

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

ASSISTED 4 LIVING, INC.

(Registrant)

Dated: ~~July 15, 2020~~April 14, 2021

/s/ ~~Romulus Barr~~Louis Collier, Jr.

~~Romulus Barr~~Louis Collier, Jr.

~~President,~~ Chief Executive Officer ~~Chief Financial Officer,~~
~~Treasurer and Director~~
(~~Principal Executive Officer, Principal Financial Officer and~~
~~Principal Accounting Officer)~~principal executive officer)

10

PART I - FINANCIAL INFORMATION		~~F-1~~

Item 1.	Financial Statements	F-1
Item 2.	~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	76
Item 4.	Controls and Procedures	7

PART II - OTHER INFORMATION		8

Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	8
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
Item 3.	Defaults Upon Senior Securities	8
Item 4.	Mine Safety Disclosures	8
Item 5.	Other Information	8
Item 6.	Exhibits	9

SIGNATURES		10

					Additional
	Common Stock				Paid in		Accumulated
	Shares		Amount		Capital		Deficit			Total

Balance - November 30, 2019		14,150,000	$	1,415	$	71,085	$	(117,483	)	$	(44,983	)

Net loss for the period		-		-		-		(5,131	)		(5,131	)
Balance - February 29, 2020		14,150,000	$	1,415	$	71,085	$	(122,614	)	$	(50,114	)

Net loss for the period		-		-		-		(15,472	)		(15,472	)
Balance - May 31, 2020		14,150,000	$	1,415	$	71,085	$	(138,086	)	$	(65,586	)

	May 31,		November 30,		February 28,		November 30,
	2020		2019		2021		2020
Trade accounts	$	16,002	$	9,282	$	5,918	$	67,910
Credit card		17,376		18,240		10,487		18,571
Accrued expense						350,000		24,000
Accrued salary		12,371		14,724		10,342		16,439
Sales tax payable		335		335		335		335
Payroll tax payable						10,136		0
	$	46,084	$	42,581	$	387,218	$	127,255

	May 31,		November 30,
Operating lease liability	2020		2019
Current	$	36,988	$	-
Non-Current		-		-
	$	36,988	$	-

Remainder of 2020	$	19,590
2021		17,590		$	7,795
Thereafter		-			0
Total		37,180			7,795
Less: Imputed interest		(192	)		(12	)
Operating lease liabilities	$	36,988		$	7,783

	·	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 “Warrant”) at an exercise price of $0.38 per share. The Warrant is exercisable for cash only. The number of shares of common stock deliverable upon exercise of the Warrant is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.

	·	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.

	Six Months Ended							Three Months Ended
	May 31,							February 28,			February 29,
	2020		2019		Change			2021			2020			Change
Revenue	$	437,400	$	102,076	$	335,324		$	212,105		$	212,896		$	(791	)
Cost of service		233,542		62,445		171,097
Operating expenses		223,758		95,143		128,615			782,534			218,040			564,494
Total other expense		703		249		454
Other income (expense)									18,969			13			18,956
Net loss	$	20,603	$	55,761	$	(35,158	)	$	(551,460	)	$	(5,131	)	$	(546,329	)

		ASSISTED 4 LIVING, INC.
		(Registrant)

Dated: ~~July 15, 2020~~April 14, 2021		/s/ ~~Romulus Barr~~Louis Collier, Jr.
		~~Romulus Barr~~Louis Collier, Jr.
		~~President,~~ Chief Executive Officer ~~Chief Financial Officer,~~ ~~Treasurer and Director~~
		(~~Principal Executive Officer, Principal Financial Officer and~~ ~~Principal Accounting Officer)~~principal executive officer)