Document and Entity Information
Document and Entity Information | 3 Months Ended |
Feb. 28, 2019 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | ASSISTED 4 LIVING, INC. |
Entity Central Index Key | 0001719435 |
Document Type | POS AM |
Document Period End Date | Feb. 28, 2019 |
Current Fiscal Year End Date | --11-30 |
Entity Filer Category | Non-accelerated Filer |
Amendment Flag | true |
Amendment Description | This Post-Effective Amendment No. 2 (this "Post-Effective Amendment No. 2") to the Registration Statement on Form S-1 (File No. 333-226979) (the "Registration Statement"), as originally declared effective by the Securities and Exchange Commission (the "SEC") on November 1, 2018, is being filed to include information in the Registrant's Quarterly Report on Form 10-Q for the period ended February 28, 2019, which was filed with the SEC on April 22, 2019, and to update certain other information in the Registration Statement; specifically to file an updated legal opinion which is filed as Exhibit 5.1 hereto. The Registration Statement initially registered the sale of an aggregate of 8,050,000 shares of our company's shares of common stock, par value $0.0001, including (i) 3,050,000 outstanding shares of common stock by the Selling Stockholders, and (ii) 5,000,000 shares of common stock to be sold by our company. Certain of the shares of common stock being offered by our company have been sold prior to the filing of this Post-Effective Amendment No. 2 and therefore are not included herein. The information included in this filing amends the Registration Statement and the Prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 2. All applicable registration fees were paid at the time of the original filing of the Registration Statement on August 23, 2018. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Feb. 28, 2019 | Nov. 30, 2018 | Nov. 30, 2017 |
Current Assets | |||
Cash and cash equivalents | $ 36,078 | $ 21,019 | $ 11,737 |
Prepaid expenses | 5,000 | ||
Total Current Assets | 36,078 | 21,019 | 16,737 |
TOTAL ASSETS | 36,078 | 21,019 | 16,737 |
Current Liabilities | |||
Accounts payable | 5,407 | 2,881 | 1,184 |
Due to related parties | 950 | ||
Total Current Liabilities | 5,407 | 2,881 | 2,134 |
Total Liabilities | 5,407 | 2,881 | 2,134 |
Stockholders' Equity | |||
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, 13,050,000 and 10,000,000 shares issued and outstanding, respectively | 1,415 | 1,305 | 1,000 |
Additional paid in capital | 71,085 | 49,195 | 19,000 |
Accumulated deficit | (41,829) | (32,362) | (5,397) |
Total Stockholders' Equity | 30,671 | 18,138 | 14,603 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 36,078 | $ 21,019 | $ 16,737 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Feb. 28, 2019 | Nov. 30, 2018 | Nov. 30, 2017 |
Statement of Financial Position [Abstract] | |||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 14,150,000 | 13,050,000 | 10,000,000 |
Common stock, shares outstanding | 14,150,000 | 13,050,000 | 10,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 4,500 | $ 5,200 | $ 4,500 | $ 18,700 |
Operating Expenses: | ||||
General and administrative | 5,352 | 4,575 | 8,713 | 21,178 |
Professional fees | 8,615 | 5,238 | 1,184 | 24,487 |
Total operating expenses | 13,967 | 9,813 | 9,897 | 45,665 |
Operating Loss | (9,467) | (4,613) | (5,397) | (26,965) |
Provision for income tax | 0 | 0 | 0 | 0 |
Net Loss | $ (9,467) | $ (4,613) | $ (5,397) | $ (26,965) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 |
Basic and Diluted Weighted Average Common Shares Outstanding (in shares) | 13,536,667 | 10,000,000 | 10,000,000 | 11,525,205 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Balance at May. 23, 2017 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at May. 23, 2017 | 0 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares at $0.02 per share | $ 1,000 | 19,000 | 20,000 | ||
Issuance of common shares at $0.02 per share (in shares) | 10,000,000 | ||||
Net loss for the period | (5,397) | (5,397) | |||
Balance at Nov. 30, 2017 | $ 0 | $ 1,000 | 19,000 | (5,397) | $ 14,603 |
Balance (in shares) at Nov. 30, 2017 | 0 | 10,000,000 | 10,000,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss for the period | (4,613) | $ (4,613) | |||
Balance at Feb. 28, 2018 | $ 0 | $ 1,000 | 19,000 | (10,010) | 9,990 |
Balance (in shares) at Feb. 28, 2018 | 10,000,000 | ||||
Balance at Nov. 30, 2017 | $ 0 | $ 1,000 | 19,000 | (5,397) | $ 14,603 |
Balance (in shares) at Nov. 30, 2017 | 0 | 10,000,000 | 10,000,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares at $0.02 per share | $ 305 | 30,195 | $ 30,500 | ||
Issuance of common shares at $0.02 per share (in shares) | 3,050,000 | ||||
Net loss for the period | (26,965) | (26,965) | |||
Balance at Nov. 30, 2018 | $ 0 | $ 1,305 | 49,195 | (32,362) | $ 18,138 |
Balance (in shares) at Nov. 30, 2018 | 0 | 13,050,000 | 13,050,000 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares at $0.02 per share | $ 110 | 21,890 | $ 22,000 | ||
Issuance of common shares at $0.02 per share (in shares) | 1,100,000 | 1,100,000 | |||
Net loss for the period | (9,467) | $ (9,467) | |||
Balance at Feb. 28, 2019 | $ 1,415 | $ 71,085 | $ (41,829) | $ 30,671 | |
Balance (in shares) at Feb. 28, 2019 | 0 | 14,150,000 | 14,150,000 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parentheticals) | Feb. 28, 2019$ / shares |
Statement of Stockholders' Equity [Abstract] | |
Common shares per share (in dollars per share) | $ 0.02 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (9,467) | $ (4,613) | $ (5,397) | $ (26,965) |
Changes in current assets and liabilities: | ||||
Prepaid expenses | 640 | (5,000) | 5,000 | |
Accounts payable and due to related parties | 2,526 | 2,134 | 1,697 | |
Due to related parties | (950) | (950) | ||
Net Cash Used in Operating Activities | (6,941) | (4,923) | (8,263) | (21,218) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Issuance of common stock | 22,000 | 20,000 | 30,500 | |
Net Cash Provided by Financing Activities | 22,000 | 20,000 | 30,500 | |
Net change in cash for the period | 15,059 | (4,923) | 11,737 | 9,282 |
Cash at beginning of period | 21,019 | 11,737 | 11,737 | |
Cash at end of period | 36,078 | 6,814 | 11,737 | 21,019 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for income taxes | 0 | 0 | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 | $ 0 | $ 0 |
ORGANIZATION, DESCRIPTION OF BU
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Organization, Description Of Business And Going Concern [Abstract] | ||
ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN | NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN Assisted 4 Living, Inc., (“Assisted 4 Living”, “the Company”, “we” or “us”) was incorporated in the state of Nevada on May 24, 2017. It is based in North Port, Florida. The Company incorporated a wholly-owned subsidiary, “Assisted 2 Live, Inc.” in the state of Florida on June 15, 2017. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is November 30. The Company operates as an assisted living consulting company that specializes in acquiring, licensing, staffing, and operating assisted living facilities (“ALF”). The Company offers clients that wish to enter the ALF field an opportunity to purchase and run its own center(s), and will also act as a referral agent 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. To date, the Company's activities have been limited to starting its operations, constructing of its website, as well as developing initial business contacts and services. Going Concern The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of February 28, 2019, the Company has an accumulated deficit and has earned minimal revenues during the three months ended February 28, 2019. The ability of the Company to obtain profitability is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 – ORGANIZATION, DESCRIPTION OF BUSINESS AND GOING CONCERN Assisted 4 Living, Inc., (“Assisted 4 Living”, “the Company”, “we” or “us”) was incorporated in the state of Nevada on May 24, 2017. It is based in North Port, Florida. The Company incorporated a wholly-owned subsidiary, “Assisted 2 Live, Inc.” in the state of Florida on June 15, 2017. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is November 30. The Company operates as an assisted living consulting company that specializes in acquiring, licensing, staffing, and operating assisted living facilities (“ALF”). The Company offers clients that wish to enter the ALF field an opportunity to purchase and run its own center(s), and will also act as a referral agent 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. To date, the Company's activities have been limited to starting its operations, constructing of its website, as well as developing initial business contacts and services. Going Concern The accompanying audited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of November 30, 2018, the Company has an accumulated deficit and has earned minimal revenues during the year ended November 30, 2018. The ability of the Company to obtain profitability is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 28, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2018 filed with the SEC on February 28, 2019. Basis of Consolidation These consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All material intercompany balances and transactions have been eliminated. Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. Revenue recognition Effective January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers.” · 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. Concentrations During the period ended February 28, 2019, revenue was comprised of one labor contract from an unrelated party, that leases and operates its assisted living facility from our CEO. That customer represented 100% of the revenues of the Company for the period ended February 28, 2019. Recent Accounting Pronouncements The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”). Basis of Consolidation These 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. Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $21,019 and $11,737 in cash and cash equivalents as of November 30, 2018 and 2017, respectively. Financial Instruments and Fair Value Measurements The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2018 and 2017. The carrying values of our financial instruments, including, cash and cash equivalents, prepaid expenses, due to related parties, and accounts payable, approximate their fair values due to the short-term maturities of these financial instruments. Accounts Receivable and Allowance for Uncollectible Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As at November 30, 2018 and 2017, the Company had no valuation allowance, nor accounts receivable. Related Parties The Company follows ASC 850, “Related Party Disclosures,” Revenue recognition Effective January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers.” · 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. Concentrations During the year ended November 30, 2018, revenue was comprised of one labor contract from an unrelated party, that leases and operates its assisted living facility from our CEO. One customer represented 100% of the revenues of the Company for the year ended November 30, 2018. Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share,” The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. Recent Accounting Pronouncements In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The adoption of ASU 2016-02 will not have a material impact on the Company’s financial statements. The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
EQUITY
EQUITY | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Equity [Abstract] | ||
EQUITY | NOTE 3 - EQUITY Preferred Stock The Company has authorized 25,000,000 preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. As of February 28, 2019 and November 30, 2018, the Company had no classes of preferred shares designated. Common Stock The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. During the three months ended February 28, 2019, the Company issued to ten (10) unaffiliated investors 1,100,000 shares of common stock for $22,000. As of February 28, 2019 and November 30, 2018, the Company had 14,150,000 and 13,050,000 common shares issued and outstanding, respectively. | NOTE 3 - EQUITY Preferred Stock The Company has authorized 25,000,000 preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. As of November 30, 2018 and 2017, the Company had no classes of preferred shares designated. Common Stock The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought. On August 31, 2018, the Company issued to seventeen (17) unaffiliated investors 3,050,000 shares of common stock for $30,500. On May 24, 2017 (inception), the Company issued to officers and directors 10,000,000 shares of common stock for $20,000. As of November 30, 2018 and 2017, the Company had 13,050,000 and 10,000,000 common shares issued and outstanding, respectively. |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Nov. 30, 2018 | |
Prepaid Expense, Current [Abstract] | |
PREPAID EXPENSES | NOTE 4 – PREPAID EXPENSES Prepaid expenses at November 30, 2017 consisted of a deposit for legal expenses for $5,000, which had been rendered as of November 30, 2018. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge. The Company does not have employment contracts with its sole key employee, the controlling shareholder, who is an officer and director of the Company. | NOTE 5 - RELATED PARTY TRANSACTIONS During the year ended November 30, 2018 and the period ended November 30, 2017, the Company paid officers and directors management fees of $0 and $4,500, respectively. During the financial year ended November 30, 2017, an officer of the Company paid operating expenses of $950 on behalf of the Company. During the year ended November 30, 2018, the amount owed to the officer was fully repaid by the Company. As at November 30, 2018 there is no outstanding amount owed to the officer. The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge. The Company does not have employment contracts with its sole key employee, the controlling shareholder, who is an officer and director of the Company. |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Nov. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 6 – PROVISION FOR INCOME TAXES On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has completed the accounting for the effects of the Act during the quarter ended November 30, 2018. The Company’s financial statements for the year ended November 30, 2018 reflect certain effects of the Act which includes a reduction in the corporate tax rate from 34% to 21% as well as other changes. The provisions for refundable federal income tax at a blended rate for fiscal year ended November 30, 2018 and 34% for 2017, consist of the following: November 30, November 30, 2018 2017 Income tax expense at statutory rate $ (9,168 ) $ (1,835 ) Effect of change in statutory rate 3,505 702 Change in valuation allowance 5,663 1,133 Income tax expense per books $ - $ - The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of November 30, 2018 and 2017 are as follows: November 30, November 30, 2018 2017 NOL Carryover $ 6,776 $ 1,113 Valuation allowance (6,776 ) (1,113 ) Net deferred tax asset $ - $ - The Company has approximately $32,362 of net operating losses (“NOL”) generated from inception (May 24, 2017) to November 30, 2018 carried forward to offset taxable income in future years which expire commencing in fiscal 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax assets relating to NOLs for every period because it is more likely than not that all of the deferred tax assets will not be realized. A valuation allowance has been established for our tax assets as their use is dependent on the generation of sufficient future taxable income, which cannot be predicted at this time. As of November 30, 2018, we had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. No interest and penalties have been recognized by us to date. Our net operating loss carryforwards are subject to review and possible adjustment by the Internal Revenue Service and are subject to certain limitations in the event of cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%. Tax returns for the year ended 2017 and 2018 are subject to review by the tax authorities. The Company has no liabilities related to uncertain tax positions or unrecognized benefits as of the year ended November 30, 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 5 – SUBSEQUENT EVENTS Subsequent to February 28, 2019, and through the date these financial statements were issued, the Company had the following subsequent events: On February 27, 2019, the Company entered into the commercial real estate lease agreement. The Company leases the premises at $132,252 yearly with 4-year term, from March 1, 2019 to February 28, 2023. The Company has the option to buy the Premises ("Option") for $860,000. The term of the Option shall commence on March 1, 2019 and shall terminate 60 days thereafter at the expiration of the lease Term ("Option Period"). The Company may exercise the Option granted herein solely, exclusively and at any time during the Option Period. | NOTE 7 – SUBSEQUENT EVENTS Subsequent to November 30, 2018, and through the date these financial statements were issued, the Company had the following subsequent events: During January 2019, the Company issued to ten (10) unrelated investors, 1,100,000 shares of common stock for $22,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Feb. 28, 2019 | Nov. 30, 2018 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2019 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 28, 2019 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2018 filed with the SEC on February 28, 2019. | Basis of Presentation The consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles of the United States (“GAAP”). |
Basis of Consolidation | Basis of Consolidation These consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All material intercompany balances and transactions have been eliminated. | Basis of Consolidation These 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 | 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. | Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $21,019 and $11,737 in cash and cash equivalents as of November 30, 2018 and 2017, respectively. | |
Financial Instruments and Fair Value Measurements | Financial Instruments and Fair Value Measurements The Company follows ASC 820, “ Fair Value Measurements and Disclosures, Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2018 and 2017. The carrying values of our financial instruments, including, cash and cash equivalents, prepaid expenses, due to related parties, and accounts payable, approximate their fair values due to the short-term maturities of these financial instruments. | |
Accounts Receivable and Allowance for Uncollectible Accounts | Accounts Receivable and Allowance for Uncollectible Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. As at November 30, 2018 and 2017, the Company had no valuation allowance, nor accounts receivable. | |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” | |
Revenue recognition | Revenue recognition Effective January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers.” · 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. | Revenue recognition Effective January 1, 2018, the Company adopted ASC 606, “Revenue from Contracts with Customers.” · 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. |
Concentrations | Concentrations During the period ended February 28, 2019, revenue was comprised of one labor contract from an unrelated party, that leases and operates its assisted living facility from our CEO. That customer represented 100% of the revenues of the Company for the period ended February 28, 2019. | Concentrations During the year ended November 30, 2018, revenue was comprised of one labor contract from an unrelated party, that leases and operates its assisted living facility from our CEO. One customer represented 100% of the revenues of the Company for the year ended November 30, 2018. |
Income Taxes | Income Taxes The Company uses the liability method of accounting for income taxes. Under the liability method, deferred tax assets and liabilities are determined based on differences between financial reporting and the tax basis of assets, liabilities, the carry forward of operating losses and tax credits, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized. | |
Net Loss Per Share of Common Stock | Net Loss Per Share of Common Stock The Company has adopted ASC Topic 260, “Earnings per Share,” The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. | Recent Accounting Pronouncements In July 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update addresses several aspects of the accounting for nonemployee share-based payment transactions and expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The main provisions of the update change the way nonemployee awards are measured in the financial statements. Under the simplified standards, nonemployee options will be valued once at the date of grant, as compared to at each reporting period end under ASC 505-50. At adoption, all awards without established measurement dates will be revalued one final time, and a cumulative effect adjustment to retained earnings will be recorded as the difference between the pre-adoption value and new value. Companies will be permitted to make elections to establish the expected term and either recognize forfeitures as they occur or apply a forfeiture rate. Compensation expense recognition using a graded vesting schedule will no longer be permitted. This pending content is the result of the FASB’s Simplification Initiative, to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. Because the Company does not currently have any outstanding awards to non-employees for which a measurement date has not been established the adoption of ASU 2018-07 does not have a material impact to the Company’s financial statements and related disclosures upon adoption. The adoption of this standard will change the way that the Company accounts for non-employee compensation in the future. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). Under this guidance, lessees will be required to recognize on the balance sheet a lease liability and a right-of-use asset for all leases, with the exception of short-term leases. The lease liability represents the lessee’s obligation to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The standard also requires a lessee to recognize a single lease cost allocated over the lease term, generally on a straight-line basis. The new guidance is effective for fiscal years beginning after December 15, 2018. ASU 2016-02 is required to be applied using the modified retrospective approach for all leases existing as of the effective date and provides for certain practical expedients. Early adoption is permitted. The adoption of ASU 2016-02 will not have a material impact on the Company’s financial statements. The Company has reviewed all other recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial statements. |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Nov. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provisions for refundable federal income tax at a blended rate | November 30, November 30, 2018 2017 Income tax expense at statutory rate $ (9,168 ) $ (1,835 ) Effect of change in statutory rate 3,505 702 Change in valuation allowance 5,663 1,133 Income tax expense per books $ - $ - |
Schedule of tax effects of temporary differences to the Company's net deferred tax assets | November 30, November 30, 2018 2017 NOL Carryover $ 6,776 $ 1,113 Valuation allowance (6,776 ) (1,113 ) Net deferred tax asset $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2019USD ($)Contract | Nov. 30, 2018USD ($)Contract | Feb. 28, 2018USD ($) | Nov. 30, 2017USD ($) | |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ | $ 36,078 | $ 21,019 | $ 6,814 | $ 11,737 |
Number of labor contract to unrelated third party | Contract | 1 | 1 | ||
Percentage of revenues from one customer | 100.00% | 100.00% |
EQUITY (Detail Textuals)
EQUITY (Detail Textuals) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Aug. 31, 2018USD ($)Investorshares | May 25, 2017USD ($)shares | Feb. 28, 2019USD ($)Investor$ / sharesshares | Nov. 30, 2017USD ($)$ / sharesshares | Nov. 30, 2018USD ($)$ / sharesshares | |
Equity [Line Items] | |||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Each common share entitles holder voting rights | one vote | one vote | |||
Number of unaffiliated investors | Investor | 17 | 10 | |||
Number of common stock shares issued | 305,000 | 1,100,000 | |||
Value of common stock shares issued | $ | $ 30,500 | $ 22,000 | $ 20,000 | $ 30,500 | |
Common stock, shares issued | 14,150,000 | 10,000,000 | 13,050,000 | ||
Common stock, shares outstanding | 14,150,000 | 10,000,000 | 13,050,000 | ||
Officers and Directors | |||||
Equity [Line Items] | |||||
Number of common stock shares issued | 10,000,000 | ||||
Value of common stock shares issued | $ | $ 20,000 |
PREPAID EXPENSES (Detail Textua
PREPAID EXPENSES (Detail Textuals) | Nov. 30, 2017USD ($) |
Prepaid Expense, Current [Abstract] | |
Prepaid expenses | $ 5,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Textuals) - USD ($) | 6 Months Ended | 12 Months Ended |
Nov. 30, 2017 | Nov. 30, 2018 | |
Related Party Transaction [Line Items] | ||
Amount owed to officer fully repaid | $ 950 | |
Officers and Directors | ||
Related Party Transaction [Line Items] | ||
Management fees | $ 4,500 | $ 0 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Feb. 28, 2019 | Feb. 28, 2018 | Nov. 30, 2017 | Nov. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense at statutory rate | $ (1,835) | $ (9,168) | ||
Effect of change in statutory rate | 702 | 3,505 | ||
Change in valuation allowance | 1,133 | 5,663 | ||
Income tax expense per books | $ 0 | $ 0 | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_2
PROVISION FOR INCOME TAXES (Details 1) - USD ($) | Nov. 30, 2018 | Nov. 30, 2017 |
Income Tax Disclosure [Abstract] | ||
NOL Carryover | $ 6,776 | $ 1,113 |
Valuation allowance | (6,776) | (1,113) |
Net deferred tax asset | $ 0 | $ 0 |
PROVISION FOR INCOME TAXES (D_3
PROVISION FOR INCOME TAXES (Detail Textuals) | 12 Months Ended |
Nov. 30, 2018USD ($) | |
Provision For Income Taxes [Line Items] | |
Net operating losses | $ 32,362 |
Percentage of cumulative changes in the ownership interest over three-year | 50.00% |
Tax year 2017 | |
Provision For Income Taxes [Line Items] | |
Corporate tax rate | 34.00% |
Tax year 2018 | |
Provision For Income Taxes [Line Items] | |
Corporate tax rate | 21.00% |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) | Mar. 01, 2019USD ($) | Jan. 31, 2019USD ($)Investorshares | Aug. 31, 2018USD ($)shares | Feb. 28, 2019USD ($)shares | Nov. 30, 2017USD ($) | Nov. 30, 2018USD ($) |
Subsequent Event [Line Items] | ||||||
Number of common stock shares issued | shares | 305,000 | 1,100,000 | ||||
Value of common stock shares issued | $ 30,500 | $ 22,000 | $ 20,000 | $ 30,500 | ||
Subsequent event | ||||||
Subsequent Event [Line Items] | ||||||
Number of unrelated investors | Investor | 10 | |||||
Number of common stock shares issued | shares | 1,100,000 | |||||
Value of common stock shares issued | $ 22,000 | |||||
Subsequent event | Commercial real estate lease agreement | ||||||
Subsequent Event [Line Items] | ||||||
Amount of leases for premises | $ 132,252 | |||||
Term of leases | 4 years | |||||
Option to buy premises | $ 860,000 | |||||
Termination term of option to buy premises | 60 days |