10-Q

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: February 28, 2021

OR

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ___________
	Commission File Number: 333-226979

Assisted 4 Living, Inc.

(Exact name of registrant as specified in its charter)

Nevada	82-1884480
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
6801 Energy Court, Suite 201 Sarasota, Florida	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 ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐    No ☒

The number of shares of the issuer’s common stock outstanding as of April 14, 2021 was 40,545,418 shares, par value $0.0001 per share. 

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
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

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ASSISTED 4 LIVING, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 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 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

ASSISTED 4 LIVING, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	February 28,			November 30,
	2021			2020
ASSETS
Current Assets
Cash	$	2,200,752		$	242,768
Accounts receivable		3,935			-
Other current asset		2,500			2,500
Total Current Assets		2,207,187			245,268
Right of use asset		9,783			19,542
TOTAL ASSETS	$	2,216,970		$	264,810
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	387,218		$	127,255
Line of credit		3,955			4,924
Loan payable		-			20,590
Deferred revenue and customer deposits		10,400			5,500
Lease liability		7,783			17,542
Due to related parties		8,431			8,356
Total Current Liabilities		417,787			184,167
Total Liabilities		417,787			184,167
Stockholders’ Equity
Preferred stock: 25,000,000 shares authorized; $0.0001 par value no shares issued and outstanding		-			-
Common stock: 100,000,000 shares authorized; $0.0001 par value 28,690,000 and 24,150,000 shares issued and outstanding, respectively		2,869			2,415
Additional paid in capital		2,580,849			311,303
Accumulated deficit		(784,535	)		(233,075	)
Total Stockholders’ Equity		1,799,183			80,643
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,216,970		$	264,810

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

F-2

ASSISTED 4 LIVING, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended
	February 28,			February 29,
	2021			2020
Revenue	$	212,105		$	212,896
Operating Expenses:
Direct cost		46,610			13,042
General and administrative		71,261			92,313
Salary expense		187,276			100,460
Professional fees		477,387			12,225
Total operating expenses		782,534			218,040
Operating loss		(570,429	)		(5,144	)
Other income (expense)
Interest expense		(1,621	)		(803	)
Other income		-			816
Forgiveness on loan payable		20,590			-
Total other income (expense)		18,969			13
Net loss before income taxes		(551,460	)		(5,131	)
Provision for income tax		-			-
Net loss	$	(551,460	)	$	(5,131	)
Basic and Diluted Loss per Common Share	$	(0.02	)	$	(0.00	)
Basic and Diluted Weighted Average Common Shares Outstanding		25,117,667			14,150,000

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

F-3

ASSISTED 4 LIVING, INC.

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

(Unaudited)

For the Three months ended February 28, 2021

					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		-			2,270,000
Net loss for the period		-		-		-		(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 Months Ended February 29, 2020

					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		-		-		-		(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

ASSISTED 4 LIVING, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended
	February 28,			February 29,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(551,460	)	$	(5,131	)
Adjustments to reconcile net loss to net cash used in operating activities:
Forgiveness of loan payable		(20,590	)		-
Changes in current assets and liabilities:
Accounts receivable		(3,935	)		-
Prepaid expenses and other current assets		-			1,690
Accounts payable and accrued liabilities		259,963			(6,425	)
Deferred revenue and customer deposits		4,900			(5,900	)
Net cash used in operating activities		(311,122	)		(15,766	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		2,270,000			-
Proceeds from related party		75			-
Line of credit, net		(969	)		12,339
Net cash provided by financing activities		2,269,106			12,339
Net change in cash for the period		1,957,984			(3,427	)
Cash at beginning of period		242,768			8,164
Cash at end of period	$	2,200,752		$	4,737
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	218		$	-

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

F-5

ASSISTED 4 LIVING, INC.

Notes to the Condensed Consolidated Financial Statements

February 28, 2021

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Assisted 4 Living, Inc. (“Assisted,” the “Company,” “we” or “us”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 28, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2020 filed with the SEC on March 1, 2021.

Basis of Consolidation

These condensed consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All material intercompany balances and transactions have been eliminated.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Revenue Recognition

The Company follows ASC 606, ”Revenue from Contracts with Customers.” 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.

Reclassification

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

F-6

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. The Company is closely monitoring developments and is taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, as well as its residential and consulting clients.

While COVID-19 has not, to date, negatively impacted our revenues, the virus outbreak has materially impacted the operations at our Punta Gorda ALF, and may in the future impact our ALF and consulting businesses and revenues generated therefrom.

Going forward any additional safety and operational guidance and/or regulations may have a material impact on the operating costs related to our ALF. Such increased operating costs may or may not be offset by increased charges related thereto. Furthermore, the contraction of COVID-19 by any employees or residents of our ALF, and any resulting negative health consequences arising therefrom, may have a materially negative affect on our ability to continue generating revenues from our ALF and could, in extreme cases result in us closing down our ALF due to safety and/or liability concerns

NOTE 2 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	February 28,		November 30,
	2021		2020
Trade accounts	$	5,918	$	67,910
Credit card		10,487		18,571
Accrued expense		350,000		24,000
Accrued salary		10,342		16,439
Sales tax payable		335		335
Payroll tax payable		10,136		-
	$	387,218	$	127,255

NOTE 3 – LOAN PAYABLE

On May 4, 2020, the Company received a $20,590 loan pursuant to the Paycheck Protection Program established under the Cares Act (the “PPP Loan”). The PPP Loan had a two-year term and interest at a rate of 1.0% per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contains events of default and other provisions customary for a loan of this type.

On January 19, 2021, the Company recorded $20,590 for other income, on the forgiveness of this PPP Loan.

NOTE 4 - RELATED PARTY TRANSACTIONS

During the three months ended February 28, 2021 and 2020, the Company incurred consulting fees from a company controlled by the CEO of our subsidiary, in the total amount of $6,100 and $7,500, respectively.

During the three months ended February 28, 2021 and 2020, the Company paid officer’s salaries of $80,769 and, $0, respectively.

On February 1, 2021 (the “Effective Date”), the Company signed an employment agreement with our new CEO, Louis Collier (“Collier”). Collier will be paid a base salary of $400,000, which will be reassessed and renegotiated in good faith after the Company is profitable over a fiscal year. The Company will also pay Collier a signing bonus of $150,000, which will be payable as follows: $50,000 within five days of the Effective Date (paid); $50,000 within 90 days of the Effective Date; and $50,000 within 180 days of the Effective Date. Collier will also be issued 1,250,000 phantom shares within ten days after the Company approves and adopts a Phantom Equity Plan. The phantom shares will be subject to a phantom unit interest award agreement, which will set forth the vesting of the phantom shares.

F-7

NOTE 5 – LEASE

On March 7, 2019, the Company entered into a commercial real estate lease agreement for its adult living facility. The initial terms were $3,713 monthly for the period of March 7, 2019 until January 7, 2020.

On January 8, 2020, the Company renewed its adult living facility lease agreement through May 1, 2020, on which date the Company entered into a new commercial real estate lease agreement. The revised terms are $3,265 monthly payments from May 1, 2020 until May 31, 2021. As a result, the Company recognized a right of use asset (“ROU Asset”) and lease liability of $42,253.

In accordance with ASC 842, the Company recorded the operating lease ROU Asset and lease liability as follows:

	February 28,		November 30,
	2021		2020
ROU asset	$	9,783	$	19,542

	February 28,		November 30,
	2021		2020
Operating lease liability:
Current	$	7,783	$	17,542
Non-Current		-		-
	$	7,783	$	17,542

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

Remaining lease term	0.25 year
Discount rate		1.00	%

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

2021	$	7,795
Thereafter		-
Total		7,795
Less: Imputed interest		(12	)
Operating lease liabilities	$	7,783

During the three months ended February 28, 2021 and February 29, 2020, the Company recorded rent expense of $9,739 and $11,140, respectively.

NOTE 6 - EQUITY

Preferred Stock

The Company has authorized 25,000,000 preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

As of February 28, 2021 and November 30, 2020, the Company had no classes of preferred shares designated.

F-8

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

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.

F-10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 are included elsewhere in this Quarterly Report. This discussion includes forward-looking statements based upon current expectations that 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 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 anticipated in these forward-looking 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 identify forward-looking statements.

As used in this quarterly report, the terms “we,” “us,” “our” and “Company” mean Assisted 4 Living, Inc. , and our 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 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”), which was incorporated on June 15, 2017.

Our principal executive office is located at 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.

3

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

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. The Company is closely monitoring developments and is taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, as well as its residential and consulting clients.

While COVID-19 has not, to date, negatively impacted our revenues, the virus outbreak has materially impacted the operations at our Punta Gorda ALF, and may in the future impact our ALF and consulting businesses and revenues generated therefrom.

Our Punta Gorda ALF, 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.

Going forward any additional safety and operational guidance and/or regulations may have a material impact on the operating costs related to our ALF. Such increased operating costs may or may not be offset by increased charges related thereto. Furthermore, the contraction of COVID-19 by any employees or residents of our ALF, and any resulting negative health consequences arising therefrom, may have a materially negative affect on our ability to continue generating revenues from our ALF and could, in extreme cases result in us closing down our ALF due to safety and/or liability concerns.

Our evaluations of 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 as we deem necessary or advisable, or as further governmental guidance or regulations are implemented.

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 our consulting business. However, the continued presence of COVID-19 and/or governmental regulatory response thereto may increase demand for 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 financial statements for the three months ended February 28, 2021, which are included in this report.

4

For the Three Months Ended February 28, 2021 Compared to the Three Months Ended February 29, 2020

	Three Months Ended
	February 28,			February 29,
	2021			2020			Change
Revenue	$	212,105		$	212,896		$	(791	)
Operating expenses		782,534			218,040			564,494
Other income (expense)		18,969			13			18,956
Net loss	$	(551,460	)	$	(5,131	)	$	(546,329	)

We recognized revenue of $212,105 for the three months ended February 28, 2021, compared to $212,896 for the three months ended February 29, 2020.

Operating expenses for the three months ended February 29, 2021 increased to $782,534 from $218,040 for the three months ended February 29, 2020. Operating expenses consist of direct costs, salary expenses, general and administrative and professional fees. The increase in operation expenses was primarily due to 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 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 line of credit of $1,621.

Our net loss for the three months ended February 28, 2021 increased to $551,460 from $5,131 for the three months ended February 29, 2020 as a net result of the factors mentioned above.

Liquidity and Capital Resources

The following table provides selected financial data about us as of February 28, 2021 and November 30, 2020.

Working Capital

	February 28,		November 30,
	2021		2020		Change
Cash	$	2,200,752	$	242,768	$	1,957,984
Current Assets	$	2,207,187	$	245,268	$	1,961,919
Current Liabilities		417,787		184,167		233,620
Working Capital	$	1,789,400	$	61,101	$	1,728,299

As of February 28, 2021, our working capital increased to $1,789,400, primarily due to an increase in cash offset by an increase in current 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.

5

Cash Flows

	Three Months Ended
	February 28,			February 29,
	2021			2020			Change
Cash used in operating activities	$	(311,122	)	$	(15,766	)	$	(295,356	)
Cash provided by financing activities		2,269,106			12,339			2,256,767
Net change in cash for period	$	1,957,984		$	(3,427	)	$	1,961,411

Cash Flow from Operating Activities

During the three months ended February 28, 2021, we used $311,122 cash in operating activities, compared to $15,766 cash used in operating activities during the three months ended February 29, 2020. The cash used in operating activities for the three months ended 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 $5,131, which was increased by a net change in current assets and liabilities of $10,635.

Cash Flow from Investing Activities

During the three months ended February 28, 2021 and February 29, 2020, we did not have any investing activities.

Cash Flow from Financing Activities

During the three months ended 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 $13,000 from a bank line of credit and paid principal line of credit of $541 and interest of $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.

Off Balance Sheet Arrangements

We do not engage in any activities involving variable interest entities or off-balance sheet arrangements.

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.

6

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 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(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was 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 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 in providing reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the quarter ended February 28, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

7

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

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

Item 6. Exhibits

Exhibit Number	Description	Incorporated By Reference
		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
3.2	By-Laws	S-1	3.2	August 23, 2018
(21)	Subsidiaries of the Registrant
21.1	Assisted 2 Live, Inc., a Florida corporation
(31)	Rule 13a-14 (d)/15d-14d) Certifications
31.1*	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
32.1**	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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

______

* Filed herewith

** Furnished herewith

9

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: April 14, 2021	/s/ Louis Collier, Jr.
	Louis Collier, Jr.
	Chief Executive Officer (principal executive officer)

10

EX-31.1

EXHIBIT 31.1

CERTIFICATION 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

I, Louis Collier, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Assisted 4 Living, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 14, 2021	/s/ Louis Collier
	Louis Collier
	Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION 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

I, Janet Huffman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Assisted 4 Living, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 14, 2021	/s/ Janet Huffman
	Janet Huffman
	Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Assisted 4 Living, Inc., (the “Company”) on Form 10-Q for the period ended February 28, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Louis Collier, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Louis Collier

Name:  Louis Collier

Title:  Chief Executive Officer              

Date: April 14, 2021 

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Assisted 4 Living, Inc., (the “Company”) on Form 10-Q for the period ended February 28, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Janet Huffman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ Janet Huffman

Name:  Janet Huffman

Title: Chief Financial Officer

Date: April 14, 2021 

XML

Cover - shares	3 Months Ended
	Feb. 28, 2021	Apr. 14, 2021
Cover [Abstract]
Entity Registrant Name	Assisted 4 Living, Inc.
Entity Central Index Key	0001719435
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--11-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Feb. 28, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2021
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		40,545,418
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-226979
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	82-1884480
Entity Address Address Line 1	6801 Energy Court,
Entity Address Address Line 2	Suite 201
Entity Address City Or Town	Sarasota
Entity Address Postal Zip Code	34240
City Area Code	888
Local Phone Number	609-1169
Entity Interactive Data Current	Yes
Entity Address State Or Province	FL

XML

Condensed Consolidated Balance Sheets - USD ($)	Feb. 28, 2021	Nov. 30, 2020
Current Assets
Cash	$ 2,200,752	$ 242,768
Accounts receivable	3,935	0
Other current asset	2,500	2,500
Total Current Assets	2,207,187	245,268
Right of use asset	9,783	19,542
TOTAL ASSETS	2,216,970	264,810
Current Liabilities
Accounts payable and accrued liabilities	387,218	127,255
Line of credit	3,955	4,924
Loan payable	0	20,590
Deferred revenue and customer deposits	10,400	5,500
Lease liability	7,783	17,542
Due to related parties	8,431	8,356
Total Current Liabilities	417,787	184,167
Total Liabilities	417,787	184,167
Stockholders' Equity
Preferred stock: 25,000,000 shares authorized; $0.0001 par value no shares issued and outstanding	0	0
Common stock: 100,000,000 shares authorized; $0.0001 par value 28,690,000 and 24,150,000 shares issued and outstanding, respectively	2,869	2,415
Additional paid in capital	2,580,849	311,303
Accumulated deficit	(784,535)	(233,075)
Total Stockholders' Equity	1,799,183	80,643
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 2,216,970	$ 264,810

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Feb. 28, 2021	Nov. 30, 2020
Condensed Consolidated Balance Sheets
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	28,690,000	24,150,000
Common stock, shares outstanding	28,690,000	24,150,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Condensed Consolidated Statements of Operations (Unaudited)
Revenue	$ 212,105	$ 212,896
Operating Expenses:
Direct cost	46,610	13,042
General and administrative	71,261	92,313
Salary expense	187,276	100,460
Professional fees	477,387	12,225
Total operating expenses	782,534	218,040
Operating loss	(570,429)	(5,144)
Other income (expense)
Interest expense	(1,621)	(803)
Other income	0	816
Forgiveness on loan payable	20,590	0
Total other income (expense)	18,969	13
Net loss before income taxes	(551,460)	(5,131)
Provision for income tax	0	0
Net loss	$ (551,460)	$ (5,131)
Basic and Diluted Loss per Common Share	$ (0.02)	$ (0.00)
Basic and Diluted Weighted Average Common Shares Outstanding	25,117,667	14,150,000

XML

Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit) (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Nov. 30, 2019		14,150,000
Balance, amount at Nov. 30, 2019	$ (44,983)	$ 1,415	$ 71,085	$ (117,483)
Net loss for the period	(5,131)	$ 0	0	(5,131)
Balance, shares at Feb. 28, 2020		14,150,000
Balance, amount at Feb. 28, 2020	(50,114)	$ 1,415	71,085	(122,614)
Balance, shares at Nov. 30, 2020		24,150,000
Balance, amount at Nov. 30, 2020	80,643	$ 2,415	311,303	(233,075)
Net loss for the period	(551,460)	$ 0	0	(551,460)
Issuance of common shares for cash, shares		4,540,000
Issuance of common shares for cash, amount	2,270,000	$ 454	2,269,546	0
Balance, shares at Feb. 28, 2021		28,690,000
Balance, amount at Feb. 28, 2021	$ 1,799,183	$ 2,869	$ 2,580,849	$ (784,535)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (551,460)	$ (5,131)
Adjustments to reconcile net loss to net cash used in operating activities:
Forgiveness of loan payable	(20,590)	0
Changes in current assets and liabilities:
Accounts receivable	(3,935)	0
Prepaid expenses and other current assets	0	1,690
Accounts payable and accrued liabilities	259,963	(6,425)
Deferred revenue and customer deposits	4,900	(5,900)
Net cash used in operating activities	(311,122)	(15,766)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock	2,270,000	0
Proceeds from related party	75	0
Line of credit, net	(969)	12,339
Net cash provided by financing activities	2,269,106	12,339
Net change in cash for the period	1,957,984	(3,427)
Cash at beginning of period	242,768	8,164
Cash at end of period	2,200,752	4,737
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	0	0
Cash paid for interest	$ 218	$ 0

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Feb. 28, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Assisted 4 Living, Inc. (“Assisted,” the “Company,” “we” or “us”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 28, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2020 filed with the SEC on March 1, 2021.

Basis of Consolidation

These condensed consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All material intercompany balances and transactions have been eliminated.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Revenue Recognition

The Company follows ASC 606, ”Revenue from Contracts with Customers.” 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.

Reclassification

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

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. The Company is closely monitoring developments and is taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, as well as its residential and consulting clients.

While COVID-19 has not, to date, negatively impacted our revenues, the virus outbreak has materially impacted the operations at our Punta Gorda ALF, and may in the future impact our ALF and consulting businesses and revenues generated therefrom.

Going forward any additional safety and operational guidance and/or regulations may have a material impact on the operating costs related to our ALF. Such increased operating costs may or may not be offset by increased charges related thereto. Furthermore, the contraction of COVID-19 by any employees or residents of our ALF, and any resulting negative health consequences arising therefrom, may have a materially negative affect on our ability to continue generating revenues from our ALF and could, in extreme cases result in us closing down our ALF due to safety and/or liability concerns

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

3 Months Ended

Feb. 28, 2021

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 2 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 2 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

	February 28,		November 30,
	2021		2020
Trade accounts	$	5,918	$	67,910
Credit card		10,487		18,571
Accrued expense		350,000		24,000
Accrued salary		10,342		16,439
Sales tax payable		335		335
Payroll tax payable		10,136		-
	$	387,218	$	127,255

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LOAN PAYABLE

3 Months Ended

Feb. 28, 2021

LOAN PAYABLE

NOTE 3 - LOAN PAYABLE

NOTE 3 – LOAN PAYABLE

On May 4, 2020, the Company received a $20,590 loan pursuant to the Paycheck Protection Program established under the Cares Act (the “PPP Loan”). The PPP Loan had a two-year term and interest at a rate of 1.0% per annum. Monthly principal and interest payments were deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The PPP Loan contains events of default and other provisions customary for a loan of this type.

On January 19, 2021, the Company recorded $20,590 for other income, on the forgiveness of this PPP Loan.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Feb. 28, 2021

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

During the three months ended February 28, 2021 and 2020, the Company incurred consulting fees from a company controlled by the CEO of our subsidiary, in the total amount of $6,100 and $7,500, respectively.

During the three months ended February 28, 2021 and 2020, the Company paid officer’s salaries of $80,769 and, $0, respectively.

On February 1, 2021 (the “Effective Date”), the Company signed an employment agreement with our new CEO, Louis Collier (“Collier”). Collier will be paid a base salary of $400,000, which will be reassessed and renegotiated in good faith after the Company is profitable over a fiscal year. The Company will also pay Collier a signing bonus of $150,000, which will be payable as follows: $50,000 within five days of the Effective Date (paid); $50,000 within 90 days of the Effective Date; and $50,000 within 180 days of the Effective Date. Collier will also be issued 1,250,000 phantom shares within ten days after the Company approves and adopts a Phantom Equity Plan. The phantom shares will be subject to a phantom unit interest award agreement, which will set forth the vesting of the phantom shares.

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LEASE

3 Months Ended

Feb. 28, 2021

LEASE

NOTE 5 - LEASE

NOTE 5 – LEASE

On March 7, 2019, the Company entered into a commercial real estate lease agreement for its adult living facility. The initial terms were $3,713 monthly for the period of March 7, 2019 until January 7, 2020.

On January 8, 2020, the Company renewed its adult living facility lease agreement through May 1, 2020, on which date the Company entered into a new commercial real estate lease agreement. The revised terms are $3,265 monthly payments from May 1, 2020 until May 31, 2021. As a result, the Company recognized a right of use asset (“ROU Asset”) and lease liability of $42,253.

In accordance with ASC 842, the Company recorded the operating lease ROU Asset and lease liability as follows:

	February 28,		November 30,
	2021		2020
ROU asset	$	9,783	$	19,542

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EQUITY

3 Months Ended

Feb. 28, 2021

EQUITY

NOTE 6 - EQUITY

NOTE 6 - EQUITY

Preferred Stock

The Company has authorized 25,000,000 preferred shares with a par value of $0.0001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

As of February 28, 2021 and November 30, 2020, the Company had no classes of preferred shares designated.

Common Stock

The Company has authorized 100,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

During the three months ended February 28, 2021, the Company issued to unaffiliated investors 4,540,000 shares of common stock at $0.50 per share for $2,270,000.

As of February 28, 2021 and November 30, 2020, the Company had 28,690,000 and 24,150,000 common shares issued and outstanding, respectively.

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SUBSEQUENT EVENT

3 Months Ended

Feb. 28, 2021

SUBSEQUENT EVENT

NOTE 7 - SUBSEQUENT EVENT

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from February 28, 2021 through the date these financial statements were issued and determined the following events require disclosure:

During the period from March 6 through April 9, 2021, the Company issued an aggregate of 3,690,000 shares of common stock to 18 investors at a price of $0.50 per share for aggregate proceeds of $1,845,000.

Trillium Healthcare Croup, LLC

The Company entered into a Second Amendment dated April 5, 2021 to that certain Membership Interest Purchase Agreement dated as of January 29, 2021, (the "Purchase Agreement") by and among the Company, Richard T. Mason (“Mason”), 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.

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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Feb. 28, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Assisted 4 Living, Inc. (“Assisted,” the “Company,” “we” or “us”), have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of February 28, 2021 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended February 28, 2021 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited condensed consolidated financial statements should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2020 filed with the SEC on March 1, 2021.

Basis of Consolidation

These condensed consolidated financial statements include the accounts of the Company and the wholly-owned subsidiary, Assisted 2 Live, Inc. All material intercompany balances and transactions have been eliminated.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Revenue Recognition

The Company follows ASC 606, ”Revenue from Contracts with Customers.” 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.

Reclassification

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

COVID-19

In March 2020, the World Health Organization declared the outbreak of COVID-19 as a pandemic based on the rapid increase in global exposure. COVID-19 continues to spread throughout the world. The Company is closely monitoring developments and is taking steps to mitigate the potential risks related to the COVID-19 pandemic to the Company, its employees, as well as its residential and consulting clients.

While COVID-19 has not, to date, negatively impacted our revenues, the virus outbreak has materially impacted the operations at our Punta Gorda ALF, and may in the future impact our ALF and consulting businesses and revenues generated therefrom.

Going forward any additional safety and operational guidance and/or regulations may have a material impact on the operating costs related to our ALF. Such increased operating costs may or may not be offset by increased charges related thereto. Furthermore, the contraction of COVID-19 by any employees or residents of our ALF, and any resulting negative health consequences arising therefrom, may have a materially negative affect on our ability to continue generating revenues from our ALF and could, in extreme cases result in us closing down our ALF due to safety and/or liability concerns

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

3 Months Ended

Feb. 28, 2021

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of accounts payable and accrued liabilities

	February 28,		November 30,
	2021		2020
Trade accounts	$	5,918	$	67,910
Credit card		10,487		18,571
Accrued expense		350,000		24,000
Accrued salary		10,342		16,439
Sales tax payable		335		335
Payroll tax payable		10,136		-
	$	387,218	$	127,255

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LEASE (Tables)

3 Months Ended

Feb. 28, 2021

LEASE

Summary of operation lease assets and liabilities

	February 28,		November 30,
	2021		2020
ROU asset	$	9,783	$	19,542

	February 28,		November 30,
	2021		2020
Operating lease liability:
Current	$	7,783	$	17,542
Non-Current		-		-
	$	7,783	$	17,542

Summary of remaining operating lease obligations

Remaining lease term	0.25 year
Discount rate		1.00	%

Summary of future minimum lease payments

2021	$	7,795
Thereafter		-
Total		7,795
Less: Imputed interest		(12	)
Operating lease liabilities	$	7,783

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Feb. 28, 2021	Nov. 30, 2020
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Trade accounts	$ 5,918	$ 67,910
Credit card	10,487	18,571
Accrued expense	350,000	24,000
Accrued salary	10,342	16,439
Sales tax payable	335	335
Payroll tax payable	10,136	0
Total accounts payable and accrued liabilities	$ 387,218	$ 127,255

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LOAN PAYABLE (Details Narrative) - USD ($)		3 Months Ended
	May 04, 2020	Feb. 28, 2021	Feb. 29, 2020	Jan. 19, 2021	Nov. 30, 2020
Loan payable		$ 0		$ 20,590	$ 20,590
Forgiveness on loan payable		$ 20,590	$ 0
Paycheck Protection Progra [Member]
Loan payable	$ 20,590
Debt instrument interest rate	1.00%
Debt instrument maturity term	two-year

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RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($)	3 Months Ended
	Feb. 28, 2021	Feb. 29, 2020
Salary paid	$ 187,276	$ 100,460
Phantom Equity Plan [Member]
Shares issuable	1,250,000
Company controlled by former CEO [Member]
Consulting fees paid by former CEO to a related party	$ 6,100	7,500
Former CEO [Member]
Salary paid	400,000
Bonus	$ 150,000
Related party, description	which will be payable as follows: $50,000 within five days of the Effective Date (paid); $50,000 within 90 days of the Effective Date; and $50,000 within 180 days of the Effective Date.
Officers and Directors [Member]
Salary paid	$ 80,769	$ 0

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LEASE (Details) - USD ($)	Feb. 28, 2021	Nov. 30, 2020
LEASE
Right of use asset	$ 9,783	$ 19,542
Operating lease liability:
Current	7,783	17,542
Non-Current	0	0
Lease liability	$ 7,783	$ 17,542

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LEASE (Details 1)	3 Months Ended
	Feb. 28, 2021
LEASE
Remaining lease term	0.25
Discount rate	1.00%

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LEASE (Details 2) - USD ($)	Feb. 28, 2021	Nov. 30, 2020
LEASE
2021	$ 7,795
Thereafter	0
Total	7,795
Less: Imputed interest	(12)
Lease liability	$ 7,783	$ 17,542

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LEASE (Details Narrative) - USD ($)	3 Months Ended
	Feb. 28, 2021	Feb. 29, 2020	Nov. 30, 2020
Rent expense	$ 9,739	$ 11,140
Lease liability	7,783		$ 17,542
March 7, 2019 [Member]
Operating lease monthly rent	3,713
January 8, 2020 [Member]
Operating lease monthly rent	3,265
Lease liability	$ 42,253

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EQUITY (Detail Narrative) - USD ($)	3 Months Ended
	Feb. 28, 2021	Nov. 30, 2020
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares issued	28,690,000	24,150,000
Common stock, shares outstanding	28,690,000	24,150,000
Value of common shares issued to unaffiliated investors	$ 2,270,000
UnaffiliatedInvestors [Member]
Number of common shares issued to unaffiliated investors	4,540,000
Stock issue price per share	$ 0.50
Value of common shares issued to unaffiliated investors	$ 2,270,000

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SUBSEQUENT EVENT (Details Narrative)					1 Months Ended		3 Months Ended
	Nov. 06, 2021 USD ($)	Apr. 12, 2021 USD ($) $ / shares shares	Apr. 08, 2021 USD ($)	Mar. 10, 2021 USD ($)	Apr. 09, 2021 USD ($) integer $ / shares shares	Mar. 23, 2021 USD ($) integer $ / shares shares	Feb. 28, 2021 USD ($) shares	Feb. 29, 2020 USD ($)	Nov. 30, 2020 shares
Common stock, shares Outstanding | shares							28,690,000		24,150,000
Proceeds from issuance of common stock							$ 2,270,000	$ 0
Subsequent Events [Member]
Number of investors | integer					18
Common stock, shares issued during the period, shares | shares					3,690,000
Proceeds from issuance of common stock					$ 1,845,000
Stock issue price per share | $ / shares					$ 0.50
Purchase Agreement [Member] | Trillium Healthcare Croup, LLC [Member] | Subsequent Event [Member]
Agreement descriptions			(1) a reduction in the minimum amount of cash seller is required to have on hand at closing from $11,100,000 to $9,100,000; (2) a reduction in the cash purchase price to be paid to the seller from $9,000,000 to $4,000,000, of which $2,000,000 is to be paid at closing and the remaining $2,000,000 paid on or before the earlier of the date that is: (i) 30 days following the closing of a public offering of the Company’s common stock
Cash			$ 2,000,000
Fair value of common stock shares			$ 5,000,000
Purchase Agreement [Member] | Florida Nursing Facility [Member] | Subsequent Event [Member]
Acquire assets in exchange of liabilities				2,000,000
Deposit amount				$ 200,000
Plan Merger [Member] | Banyan Pediatric Care Centers, Inc. [Member] | Subsequent Event [Member]
Common stock shares converted, shares | shares						49,984,649
Common stock shares issued upon conversion of shares | shares						4,165,418
Warrants to purchase upon common stock shares | shares						900,000
Exhange of warrant upon purchase of shares						$ 75,000
Warrants exercise price | $ / shares						$ 0.38
Outstanding debt amount	$ 300,000	$ 2,300,000
Debt conversion amount		$ 2,000,000
Debt conversion converted shares | shares		20,000,000
Conversion price | $ / shares		$ 0.50
Debt conversion shares of assisted common stock | shares		4,000,000
Debt instrument, interest rate	12.00%
Debt instrument, principal periodic payment	$ 3,000
Debt instrument, maturity date	Nov. 06, 2021
Number of shareholders | integer						64
Common stock, shares Outstanding | shares						31,230,000
Ownership interest						79.00%